such dispute.
Each
of the Parties hereto agrees that a judgment in any such dispute may be enforced
in other jurisdictions by suit on the judgment or in any other manner provided
by law.
ARTICLE XX
FORCE MAJEURE
20.1.
FORCE MAJEURE.
(A)
GENERAL.
SUBJECT TO PARAGRAPH (D) BELOW,
NO PARTY SHALL BE LIABLE FOR ANY DEFAULT OR DELAY IN THE PERFORMANCE OF ANY OF
ITS OBLIGATIONS UNDER THE AGREEMENT IF AND TO THE EXTENT SUCH DEFAULT OR DELAY
IS CAUSED, DIRECTLY OR INDIRECTLY, BY (I) FIRE, FLOOD, EARTHQUAKE, ELEMENTS OF
NATURE OR ACTS OF GOD; (II) WARS (DECLARED AND UNDECLARED), ACTS OF TERRORISM,
SABOTAGE, RIOTS, CIVIL DISORDERS, REBELLIONS OR REVOLUTIONS; OR (III) ACTS OF
ANY GOVERNMENTAL AUTHORITY WITH RESPECT TO ANY OF THE FOREGOING, AND PROVIDED
THAT SUCH DEFAULT OR DELAY CANNOT REASONABLY BE CIRCUMVENTED BY THE
NON-PERFORMING PARTY THROUGH THE USE OF COMMERCIALLY REASONABLE ALTERNATE
SOURCES, WORKAROUND PLANS OR OTHER COMMERCIALLY REASONABLE MEANS.
A STRIKE,
LOCKOUT OR LABOR DISPUTE INVOLVING A PARTY (OR, IN THE CASE OF PROVIDER, A
SUBCONTRACTOR) AND ITS OWN PERSONNEL SHALL NOT EXCUSE PROVIDER FROM ITS
OBLIGATIONS HEREUNDER.
IN ADDITION, THE REFUSAL OF PROVIDER OR PROVIDER
PERSONNEL TO ENTER A FACILITY THAT IS THE SUBJECT OF A LABOR DISPUTE SHALL
EXCUSE PROVIDER FROM ITS OBLIGATIONS HEREUNDER ONLY IF AND TO THE EXTENT SUCH
REFUSAL IS BASED UPON A REASONABLE FEAR OF HARM.
(B)
DURATION AND NOTIFICATION.
IN SUCH EVENT
THE NON-PERFORMING PARTY SHALL BE EXCUSED FROM FURTHER PERFORMANCE OR OBSERVANCE
OF THE OBLIGATIONS SO AFFECTED FOR AS LONG AS SUCH CIRCUMSTANCES PREVAIL AND
SUCH PARTY CONTINUES TO USE COMMERCIALLY REASONABLE EFFORTS TO RECOMMENCE
PERFORMANCE OR OBSERVANCE WHENEVER AND TO WHATEVER EXTENT POSSIBLE WITHOUT
DELAY.
ANY PARTY SO PREVENTED, HINDERED OR DELAYED IN ITS PERFORMANCE SHALL, AS
PROMPTLY AS PRACTICABLE UNDER THE CIRCUMSTANCES, NOTIFY THE PARTY TO WHOM
PERFORMANCE IS DUE IN PERSON OR BY TELEPHONE (TO BE CONFIRMED IN WRITING WITHIN
ONE DAY OF SUCH NOTICE) AND DESCRIBE AT A REASONABLE LEVEL OF DETAIL THE
CIRCUMSTANCES OF THE FORCE MAJEURE EVENT, THE
88
STEPS BEING TAKEN TO ADDRESS SUCH FORCE MAJEURE EVENT, AND THE EXPECTED DURATION
OF SUCH FORCE MAJEURE EVENT.
(C)
SUBSTITUTE SERVICES; TERMINATION.
IF ANY
EVENT DESCRIBED IN PARAGRAPH (A) ABOVE SUBSTANTIALLY PREVENTS, HINDERS, OR
DELAYS THE PERFORMANCE BY PROVIDER OR ONE OF ITS SUBCONTRACTORS OF SERVICES
NECESSARY FOR THE PERFORMANCE OF CRITICAL IDEARC FUNCTIONS FOR MORE THAN 24
HOURS, IDEARC MAY PROCURE SUCH SERVICES FROM AN ALTERNATIVE SOURCE.
IDEARC
SHALL NOT BE LIABLE TO MAKE THE PAYMENT FOR THE SERVICES PROVIDER IS UNABLE TO
PROVIDE.
IF ANY EVENT DESCRIBED IN PARAGRAPH (A) ABOVE SUBSTANTIALLY PREVENTS,
HINDERS OR DELAYS THE PERFORMANCE BY PROVIDER OF CRITICAL IDEARC FUNCTIONS FOR
MORE THAN TWO DAYS, IDEARC, MAY TERMINATE THE AGREEMENT WITH RESPECT TO THE
SERVICES SO AFFECTED, INCLUDING, BUT NOT LIMITED TO, THE TRANSACTION DOCUMENT
RELATED TO SUCH SERVICES, WITHOUT PAYMENT OF TERMINATION FEES, AND THE CHARGES
PAYABLE HEREUNDER SHALL BE EQUITABLY REDUCED TO REFLECT SUCH TERMINATED
SERVICES.
IF ANY EVENT DESCRIBED IN PARAGRAPH (A)