Extract to table

3 of the Off-Take Agreement provides that all amounts not paid when due shall bear interest at a rate of 1

4 of the Off-Take Agreement contains a prevailing-party fee-shifting provision, which states: "In any action, suit, or proceeding arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses from the non-prevailing party

1 of the Off-Take Agreement provides that the agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict-of-laws provisions

Furthermore, an affirmative defense must be pleaded with sufficient factual particularity to put the plaintiff on notice of the nature of the defense and the facts upon which it is based

Force Majeure Clauses Are Strictly Construed Under Illinois Law It is well established under Illinois law that force majeure clauses are creatures of contract, not of common law, and must be strictly construed

1, which provides in relevant part: "Neither party shall be liable for any delay in or failure of performance of its obligations hereunder with respect to the delivery or acceptance of grain to the extent such delay or failure results from any event or circumstance beyond the reasonable control of such party, including, without limitation, acts of God, fire, flood, earthquake, severe weather events, war, terrorism, governmental action, epidemic, or labor disputes (each, a 'Force Majeure Event'), provided that the affected party shall give prompt written notice to the other party of the occurrence of such Force Majeure Event and shall use commercially reasonable efforts to resume performance as soon as practicable