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(viii) Waste containing regulated polychlorinated biphenyls (PCBs) as defined in the
<br />Toxic Substances Control Act (TSCA);
<br />(ix) Waste containing naturally occurring radioactive material (NORM) and/or
<br />technologically -enhanced NORM (TENORM); and
<br />(x) Municipal or commercial solid waste that may have come into contact with any
<br />of the foregoing.
<br />e. Transfer Station — the Green Tech Transfer & Recycling Facility, operated by Republic,
<br />located at 2500 Green Tech Drive, South Bend, Indiana 46613.
<br />f. Unac:c pt rlaI "w ate — Waste containing any unacceptable quantity of hazardous
<br />materials or substances, radioactive materials or substances, or toxic waste or substances, as
<br />defined by applicable federal, state or local or provincial laws or regulations.
<br />Section 22. Force Majeure/Transfer Station Closure. Neither Party shall be in breach of
<br />its obligations under this Agreement (other than payment obligations) if and to the extent that it is
<br />prevented from carrying out those obligations by a Force Majeure Event except to the extent that
<br />the relevant breach of its obligations would have occurred even if the Force Majeure Event had not
<br />occurred (in which case this Section 22 shall not apply to that extent).
<br />As soon as reasonably practicable following the date of commencement of a Force Majeure Event,
<br />and within a reasonable time following the date of termination of a Force Majeure Event, any Party
<br />invoking it shall submit to the other Party reasonable proof satisfactory to the other Party of the
<br />nature of the Force Majeure Event and of its effect upon the performance of the Party's obligations
<br />under this Agreement.
<br />As used in this Agreement, a Force Majeure Event is any failure or delay in performance by a Party
<br />under this Agreement (other than a failure or delay on the part of City in making a payment to
<br />Republic called for by this Agreement) due to contingencies beyond Republic's reasonable control,
<br />including, but not limited to, riots, terrorist acts, compliance with Applicable Laws, fires, bad
<br />weather and acts of God.
<br />Notwithstanding anything to the contrary in this Agreement, Republic shall have the right to close
<br />the Transfer Station, in whole or in part, either temporarily or permanently, at any time for any
<br />reason. The prior sentence notwithstanding, Republic shall provide City with six (6) months
<br />advance notice of any permanent closure of the Transfer Station. Upon any closure of the Transfer
<br />Station lasting more than thirty (30) days, both City and Republic shall have the right to terminate
<br />this Agreement.
<br />Section 23. Indemnification. City shall indemnify, defend and hold harmless Republic
<br />and its subsidiaries, affiliates and parent corporations, as applicable and their respective officers,
<br />directors, lenders, employees, subcontractors and agents from and against any and all claims,
<br />suits, losses, liabilities, assessments, damages, fines, costs and expenses, including reasonable
<br />attorneys' fees arising under federal, state or local laws, regulations or ordinances, or relating to
<br />the (a) the disposal of any Unacceptable Waste at the Facility, as identified pursuant to Section
<br />15; (b) the reloading and/or removal of Unacceptable Waste at the Facility; (c) any penalties,
<br />fines or remediation activities incurred by or imposed as the result of the disposal of
<br />Unacceptable Waste, as identified pursuant to Section 15; (d) any increased inspection, testing,
<br />study and analysis costs made necessary due to reasonable concerns of Republic as to the content
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