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installation, repair, replacement and operation cost associated with Meter reading, recording,
<br />and data transmission equipment and services prior to termination of this Agreement, along
<br />with all applicable Peaking Ratio Surcharges, as well as other charges, including Late Fees
<br />incurred under the terms of this Agreement, and shall be obligated to pay said charges during
<br />the time Daisy Farms is in Default and during which time this Agreement is in effect.
<br />(c) In the event of termination of this Agreement under this Section 9.2, all rights, powers, and
<br />privileges of Daisy Farms hereunder shall cease and terminate. Daisy Farms shall make no
<br />claim of any kind whatsoever against Paris, its agents or representatives, by reason of such
<br />termination or any act incident thereto, provided Paris acted reasonably and such termination
<br />was not unreasonable, arbitrary, and capricious and was in accordance with this Agreement.
<br />The provisions of this Section 9.2 survive termination of this Agreement.
<br />9.3 Default by Paris. If Paris is in Default, Daisy Farms shall give Paris written notice of such Default.
<br />Paris shall proceed to cure such Default not later than the expiration of thirty (30) days after the
<br />receipt of written notification from Daisy Farms of such Default (the "Paris Cure Period"), or if
<br />such Default cannot be cured within such thirty (30) day period, if Paris has commenced action to
<br />cure such Default and is diligently pursuing such cure, then the Paris Cure Period shall be extended
<br />an additional thirty (30) days to complete such cure (the "Paris Cure Extension Period"). If Paris
<br />fails to cure the Default by the expiration of the Paris Cure Period or the Paris Cure Extension
<br />Period, as applicable, then Daisy Farms may temporarily suspend payment of any disputed funds or
<br />other funds related to, or the subject of, Paris' Default (but not any other funds then due or to
<br />become due in the future under the terms of this Agreement), and place the disputed funds in an
<br />interest bearing escrow account at an FDIC insured banking institution in Lamar County, Texas,
<br />until such Default is cured or this Agreement is terminated. If Daisy Farms is awarded damages in a
<br />final, non-appealable judgment, then such damages shall be offset against all sums due or to become
<br />due to Paris hereunder until Daisy Farms' damages are fully compensated.
<br />ARTICLE 10
<br />Force Majeure
<br />10.1 Force Majeure. The performance of the Agreement may be suspended and the obligations of either
<br />Party excused in the event of and during the period that such performance is prevented or delayed
<br />by a Force Majeure occurrence. "Force Majeure" shall mean:
<br />a. An act of God, including hurricanes, tornadoes, landslides, lightning, earthquakes, extreme
<br />weather conditions, fire, flood, explosion, sabotage or similar occurrence, acts of a public enemy,
<br />extortion, war, blockade or insurrection, riot, civil disturbance, strike or other labor disturbances,
<br />governmental actions or regulations, governmental requests or requisitions for national defense, or
<br />any other cause beyond the reasonable control of either Party;
<br />b. The order or judgment of any federal, State, or local court, administrative agency or
<br />governmental body (excluding decisions of federal courts interpreting federal tax laws, and
<br />decisions of State courts interpreting State tax laws) if it is not also the result of the willful
<br />misconduct or negligent action or inaction of the Party relying thereon; provided that neither the
<br />contesting in good faith of any such order or judgment nor the failure to so contest shall constitute
<br />or be construed as a measure of willful misconduct or negligent action or inaction of such Party; or
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