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<br />203215669.16 19 <br />“Equipment Assignment Conditions” shall mean the following: (a) Operator and the <br />purchaser of the Equipment have agreed on the purchase price for the Equipment, which shall be <br />based on the fair market value of the Equipment as an installed system at the time of the <br />purchase, and (b) such purchaser has paid Operator the agreed upon purchase price for the <br />Equipment. <br />“Event of Force Majeure” shall mean a delay, suspension or interruption due to strike; <br />war or act of war (whether an actual declaration of war is made or not); terrorism; insurrection; <br />riot; injunction; fire, flood or similar act of providence; or other similar causes or events to the <br />extent that such causes or events are beyond the control of the Party claiming an Event of Force <br />Majeure, provided in each case that such Party has taken and continues to take all reasonable <br />actions to avoid or mitigate such delay, suspension or interruption and provided that such Party <br />notifies the other Party to this Continuation Agreement in writing of the occurrence of such <br />delay, suspension or interruption within five (5) business days, or if not reasonably practicable, <br />as soon thereafter as reasonably practicable, of the date upon which the Party claiming an Event <br />of Force Majeure learns or should have learned of its occurrence. A delay in a decision by a <br />government entity, the approval of which is a condition to an occurrence, shall not constitute an <br />“Event of Force Majeure” unless such delay is beyond the normal period in which such entity <br />generally acts with respect to the type of decision being sought and only if the Party claiming <br />Event of Force Majeure has taken and continues to take all reasonable steps to pursue such <br />decision. In no event will a government entity’s final decision relating to Operator, this <br />Continuation Agreement or the System, whether positive or negative, once made constitute an <br />Event of Force Majeure (the term “final decision” in this sentence shall refer to a decision with <br />respect to which all available appeals have been exhausted or the time period for filing such <br />appeals has expired). The financial incapacity of Operator shall not constitute an Event of Force <br />Majeure. <br />“Fleet” shall mean 100% of the number of Bicycles obtained by Operator from MTC on <br />the Effective Date minus the number of stolen (or otherwise unreturned) and unrepairable <br />Bicycles. <br />“Functional Bicycle” shall mean the condition of a Bicycle, consistent with the technical <br />specifications of the Bicycles to be provided under this Continuation Agreement, to be ridden by <br />an ordinary subscriber using such Bicycle under normal conditions. A Functional Bicycle does <br />not refer to comfort, speed, quality of the riding experience, or minor issues with the Bicycle that <br />does not impede the ability to be ridden. <br />“Functional Station” shall mean a Docking Station, consistent with the technical <br />specifications of the Docking Stations under the Pilot Program, to be used by an ordinary <br />subscriber using such Docking Station under normal conditions. A Functioning Station does not <br />refer to inconvenience or inability of a subscriber to follow directions, provided such directions <br />are provided in a form understandable by an ordinary subscriber. A Functional Station shall <br />have at least one Docking Point containing a Functional Bicycle, at least one empty Docking <br />Point, and all other elements in working condition to be considered a Functional Station. <br />“Hacking” shall mean unauthorized and intentional access to the Computer Hardware for <br />the System and/or Software.