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be deemed to constitute a continuing waiver thereof nor of any further or future waiver of any additional right
<br />that such Parry may be entitled to under this Agreement.
<br />SECTION 21 Force Majeure
<br />If either Parry shall be unable to carry out any part of its obligations under this Agreement (except Customer's
<br />obligations to make payments when due), due to causes beyond its control ("Force Majeure"), including, but
<br />not limited to, an act of God, strikes, lockouts or other industrial disturbances acts of public enemies orders or
<br />restraints of any kind of the government of the United States or any state or any of their departments agencies
<br />or officials or any other civil governmental, military or judicial authority, war, blockage, insurrection, riot,
<br />sudden action of the elements, fire, explosion, flood, earthquake, storms, utility power outage, drought,
<br />landslide, or explosion or nuclear emergency, plague, epidemic, pandemic, outbreaks of infectious disease or
<br />any other public health crisis, including quarantine or other employee restrictions, this Agreement shall remain
<br />in effect but the affected Parry's obligations shall be suspended for a period equal to the disabling circumstances,
<br />provided that:
<br />(a) the non -performing Party gives the other Party prompt written notice, unless such other Party would
<br />not be prejudiced by a delay in notification, describing the particulars of the event of Force Majeure, including
<br />the nature of the occurrence and its expected duration, and continues to furnish timely regular reports with
<br />respect thereto during the period of Force Majeure;
<br />(b) the suspension of performance is of no greater scope and of no longer duration than is required by the
<br />event of Force Majeure;
<br />(c) no obligations of either Party that arose before the event of Force Majeure causing the suspension of
<br />performance are excused as a result of the event Force Majeure;
<br />(d) the non -performing Party uses reasonable efforts to remedy its inability to perform; and
<br />(e) the Term of this Agreement shall be extended for a period equal to the number of days that the event
<br />of Force Majeure prevented the non -performing Party from performing.
<br />Any decision by Customer to close or change the use of the facilities or ECM's at the Property, except to the
<br />extent such closure or change is itself caused by Force Majeure, shall not constitute a Force Majeure excusing
<br />Customer's performance under this Agreement.
<br />SECTION 22 Contract Documents
<br />(a) Upon execution of this Agreement by both Parties, this Agreement and its Attachments, which are
<br />hereby incorporated herein by reference, shall constitute the entire Agreement between the Parties relating to
<br />the subject matter hereof, and shall supersede all requests for proposals, proposals, previous agreements,
<br />discussions, negotiations, correspondences, and all other communications, whether oral or written, between
<br />the Parties relating to the subject matter of this Agreement.
<br />(b) This Agreement may not be modified or amended except in writing signed by the Parties.
<br />(c) Headings are for the convenience of reference only and are not to be construed as a part of the
<br />Agreement.
<br />Confidential & Proprietary Information of Ameresco, Inc. Page 17 of 56
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