59.1 Force majeure: For the purposes of this Agreement, Force Majeure Event means any event that arises after this Agreement has been signed, is unpredictable, unavoidable, beyond the Parties’ reasonable control and that objectively prevents any one of them from performing their obligations, including, but not limited to, wars, insurrections, civil disturbances, outbreak of disease, interruption of transportation or communication services, blockades, embargoes, strikes and other labour conflicts, riots, pandemics and epidemics, earthquakes, landslides, storms, droughts, fires, floods, or other exceptionally adverse weather conditions, explosions, lightning, or acts of terrorism.

59.2 For greater certainty, extreme climate change-related weather events identified as a potential risk in the ESIA conducted in accordance with this Agreement are excluded from the definition of a Force Majeure event.

59.3 As soon as reasonably practicable after the start of the Force Majeure Event, the Party that is prevented, hindered, or delayed in or from performing any of its obligations under this Agreement by the Force Majeure Event (the Affected Party) shall provide Notice in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any or all of its obligations under the Agreement, and any relevant evidence of the Force Majeure Event.

59.4 The Affected Party shall use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

59.5 Provided it has complied with paragraphs 59.2 and 59.3 above, the Affected Party shall not be in breach of this Agreement or otherwise liable for any failure or delay in the performance of its obligations under this Agreement.

59.6 All time periods specified in this Agreement for the performance of obligations or the enjoyment of rights that are affected by the Force Majeure Event, except in connection with an obligation to make payments of money, including the term of this Agreement, shall be extended by the period of time that the Force Majeure Event adversely affected the ability of the Affected Party to perform obligations or enjoy rights hereunder.

59.7 If a continuous condition of Force Majeure has existed for a period of one year or more, a Party that is not the Affected Party shall have the right to terminate this Agreement without further obligations or cost (except for any obligations that accrued prior to the commencement of the Force Majeure Event or obligations to make payments of money that accrued prior to such termination) by delivery of Notice to the other party not less than sixty (60) days prior to such termination.

59.8 Change in circumstances: Where a Party’s ability to fulfill its obligations under this Agreement has been impeded or severely restricted due to a fundamental change of circumstances that was not contemplated by the Parties at the Signature Date and that is beyond the control of the disadvantaged Party, or a continuous condition of Force Majeure that has existed for a period of 1 year or more, that Party may request a renegotiation and variation of one or more of the terms of this Agreement, or the negotiation of a new agreement, and the other Party or Parties shall consider that request in good faith. For the avoidance of doubt, changes in circumstances do not include events of financial collapse or insolvency of the Company as a result of the Project Operations.

For more information: See generally ISLP & CCSI, 2016, Section 2.21 (Force Majeure); IISD & FAO, 2018, Section 8 (Force Majeure); UNIDROIT & IFAD, 2021, Chapter 5.II.A (Force Majeure); Aizawa & Mann, 2021, Section 4.5 (Anticipate and Manage Climate Change Risks).