Force Majeure, Change in Law and Material Adverse Change
After 2020 every client wants a force majeure clause and almost none want what it actually does, which is to suspend the other side’s obligation to perform while leaving their own obligation to pay largely intact.
- 9 pages
- 68
- Word and PDF
- 14 September 2026
The 4 formats inside
- 1Force majeure, clause set in three postureswith the payment, mitigation and long-stop limbsOn its own₹149
- 2Change in law, clause setcost allocation, threshold, evidence and exitOn its own₹149
- 3Material adverse change, definition, carve-outs and the closing conditionfor a share or business purchaseOn its own₹149
- 4Force majeure notice, letter to be served under clause 16.4and the responseOn its own₹149
Read the opening
The first part of “Force majeure, clause set in three postures”, as it downloads. Blanks are highlighted.
16. FORCE MAJEURE
Posture 1 — balanced, the firm’s preferred line
16.1 Definition. A “Force Majeure Event” means any event or circumstance which (i) is beyond the reasonable control of the Party affected by it; (ii) could not reasonably have been avoided, overcome or provided against by that Party by taking the precautions a prudent person carrying on the same business would have taken; and (iii) prevents or materially delays that Party’s performance of an obligation under this Agreement. Without limiting the generality of the foregoing, the following are Force Majeure Events where they satisfy those conditions: act of God; earthquake, flood, cyclone, storm, landslide, lightning, drought, fire or explosion; war, whether declared or not, invasion, armed conflict, hostilities, act of a foreign enemy, blockade, embargo, civil war, rebellion, revolution, insurrection, riot, civil commotion or terrorism; epidemic, pandemic, outbreak of infectious disease or public health emergency, and any quarantine, containment measure, lockdown, restriction on movement, closure of premises or other act, order or direction of a Governmental Authority taken in response to any of them; any act, order, direction, expropriation, requisition, embargo, sanction, refusal or revocation of a licence, or change in law taking effect immediately and preventing performance, of a Governmental Authority; nationwide or industry-wide strike, lock-out or labour disturbance not confined to the employees of the affected Party; failure of the public electricity grid, of public telecommunications networks or of the internet backbone, not caused by the affected Party; and interruption or failure of a utility or transport service on which performance depends.