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8.A. - Page 42 <br /> (i) provides prompt written notice of such Force Majeure Event to the other Party, <br /> giving an estimate of its expected duration and the probable impact on the <br /> performance of its obligations under this Agreement; <br /> (ii) exercises all reasonable efforts to continue to perform its obligations under this <br /> Agreement; <br /> (iii) expeditiously takes action to correct or cure the event or condition excusing <br /> performance so that the suspension of performance is no greater in scope and no <br /> longer in duration than is dictated by the problem; provided, however, that <br /> settlement of strikes or other labor disputes shall be completely within the sole <br /> discretion of the Party affected by such strike or labor dispute; <br /> (iv) exercises all reasonable efforts to mitigate or limit damages to the other Party; <br /> and <br /> (v) provides prompt written notice to the other Party of the cessation of the event or <br /> condition giving rise to its excuse from performance. <br /> 8.3 Termination Due To Force Majeure Event <br /> In addition to and without limiting any other provisions of this Agreement, if a Party is <br /> prevented from performing its material obligations under this Agreement for a period of <br /> three hundred and sixty-five(365)consecutive days or more (whether full or partial days) <br /> due to a Force Majeure event, the other Party may terminate this Agreement, without <br /> liability of either Party to the other, upon thirty (30) days written notice after the Force <br /> Majeure Event. In the event that a Facility is unable to function for a period of three <br /> hundred and sixty-five (365) consecutive days and this Agreement as it relates to that <br /> Facility is thereby terminated, Seller shall be responsible for removing the applicable <br /> Facility and restoring the Project Site where the applicable Facility was installed to its pre- <br /> installation condition within ninety (90) days after provision of written notice. Seller <br /> agrees to work in good faith to keep Buyer informed of its plans to address the Force <br /> Majeure Event. If such Force Majeure Event results in a Facility being unable to function <br /> for a period of eighty consecutive (80)days then within ten (10) days of such event,Seller <br /> shall present Buyer with a plan to restore the Facility. For avoidance of doubt, Seller <br /> termination for a Force Majeure Event under a Budgetary Non-Appropriation Event shall <br /> be in accordance with the timeframes set forth in Section 8.1(d). <br /> ARTICLE 9: DISPUTE RESOLUTION <br /> 9.1 The Parties shall negotiate in good faith and attempt to resolve any dispute, controversy <br /> or claim arising out of or relating to this Agreement(a "Dispute") within fifteen (15) days <br /> after the date that a Party gives written notice of such Dispute to the other Party, other <br /> than the Seller's failure to comply with the Preliminary Requirements in Section 3.7 for <br /> which a specific Buyer termination procedure exists pursuant to Section 3.9 which shall <br /> ATTY/AGR/2015.012/POWER PURCHASE AGREEMENT-CEI SOLAR ONE LLC <br /> REV:01-21-15 MLG <br /> Page 34 of 55 <br />