Common use of Deadlock Clause in Contracts

Deadlock. In the event the Joint Venturers are divided on a material issue and cannot agree on the conduct of the business and affairs of the Joint Venture, then a deadlock between the Joint Venturers shall be deemed to have occurred. Upon the occurrence of a deadlock, one Joint Venturer (hereinafter referred to as the "Offeror") may elect to purchase the Joint Venture interest of the other Joint Venturer (hereinafter referred to as the "Offeree") at a price calculated as the Offeree's percentage interest in a total purchase price for all of the assets of the Joint Venture. The Offeror shall notify the Offeree in writing of the offer to purchase, stating the total purchase price for all of the assets of the Joint Venture, and the price offered for the Offeree's Joint Venture interest expressed as the Offeree's percentage interest in the Joint Venture assets multiplied by the total purchase price for all of the assets of the Joint Venture. The Offeree shall have the right to buy the interest of the Offeror at the designated price and terms, or to sell the Offeree's interest to the Offeror at the designated price and terms, whichever the Offeree may elect. The offer, when made by the Offeror, is irrevocable for thirty (30) days. The Offeree shall have ten (10) days from the receipt of such offer to make its election, that is, either to buy such interest of the Offeror or to sell its own interest, which shall be made in writing executed by the Offeree and stating the nature of the election. A Joint Venturer which is obligated to purchase the interest of another Joint Venturer pursuant to the provisions hereof shall have twenty (20) days from the date of receipt of the written election from such other Joint Venturer to pay the designated price and satisfy the terms of such purchase. Should the Joint Venturer who has received an offer to sell or buy fail to make the election required herein in a timely fashion, then such non-responding party shall be deemed to have elected and agreed to sell or buy, as the case may be, according to the terms of the offer.

Deadlock. In the event the Joint Venturers are divided on a material issue and cannot agree on the conduct of the business and affairs of the Joint Venture, then a deadlock between the Joint Venturers shall be deemed to have occurred. Upon the occurrence of a deadlock, one Joint Venturer (hereinafter referred to as the "“Offeror"”) may elect to purchase the Joint Venture interest of the other Joint Venturer (hereinafter referred to as the "“Offeree"”) at a price calculated as the Offeree's percentage interest in a total purchase price for all of the assets of the Joint Venture. The Offeror shall notify the Offeree in writing of the offer to purchase, stating the total purchase price for all of the assets of the Joint Venture, and the price offered for the Offeree's Joint Venture interest expressed as the Offeree's percentage interest in the Joint Venture assets multiplied by the total purchase price for all of the assets of the Joint Venture. The Offeree shall have the right to buy the interest of the Offeror at the designated price and terms, or to sell the Offeree's interest to the Offeror at the designated price and terms, whichever the Offeree may elect. The offer, when made by the Offeror, is irrevocable for thirty (30) days. The Offeree shall have ten (10) days from the receipt of such offer to make its election, that is, either to buy such interest of the Offeror or to sell its own interest, which shall be made in writing executed by the Offeree and stating the nature of the election. A Joint Venturer which is obligated to purchase the interest of another Joint Venturer pursuant to the provisions hereof shall have twenty (20) days from the date of receipt of the written election from such other Joint Venturer to pay the designated price and satisfy the terms of such purchase. Should the Joint Venturer who has received an offer to sell or buy fail to make the election required herein in a timely fashion, then such non-responding party shall be deemed to have elected and agreed to sell or buy, as the case may be, according to the terms of the offer.

Deadlock. In (a) Subject to the event terms and provisions hereof, if the Joint Venturers Members or the Managers are divided on a material issue and cannot unable to agree on the conduct any of the business matters described in this Agreement, including, but not limited to Section 10(f) and affairs Section 10(g) hereof and such disagreement continues for [thirty (30)] days despite good faith deliberations by the Members or the Managers, as applicable (“Deadlock”), then either Member shall be entitled to exercise the buy-sell rights set forth in this Section 11(a) by delivering a Buy-Sell Offer Notice (as defined herein). The provisions of this Section 11(a) shall not apply with respect to any disagreement regarding the CNQC Option. (b) If a Member wishes to exercise the buy-sell right provided in this Agreement, such Member (the “Initiating Member”) shall deliver to the other Member (the “Responding Member”) written notice (the “Buy-Sell Offer Notice”) of such election, which notice shall include (i) a description of the Joint Venturecircumstances that triggered the buy-sell right, then a deadlock and (ii) the purchase price (which shall be payable exclusively in cash (unless otherwise agreed)) at which the Initiating Member shall purchase all of the Interests owned by the Responding Member (the “Buy-out Price”) or sell all of its Interests to the Responding Member (the “Sell-out Price”), with any difference between the Joint Venturers Buy-out Price and the Sell-out Price based solely on each Member’s Interest in the Company, without regard to any market discount or premium from differences in such proportionate interests. The Member who first delivers the Buy-Sell Offer Notice to the other Member shall be the Initiating Member. (c) Within [thirty (30)] days after the Buy-Sell Offer Notice is received (the “Buy-Sell Election Date”), the Responding Member shall deliver to the Initiating Member a written notice (the “Response Notice”) stating whether it elects to sell all of its Interests to the Initiating Member for the Buy-out Price or buy all of the Interests owned by the Initiating Member for the Sell-out Price. The failure of the Responding Member to deliver the Response Notice by the Buy-Sell Election Date shall be deemed to have occurred. Upon the occurrence of a deadlock, one Joint Venturer (hereinafter referred be an election to as the "Offeror") may elect to purchase the Joint Venture interest of the other Joint Venturer (hereinafter referred to as the "Offeree") at a price calculated as the Offeree's percentage interest in a total purchase price for sell all of its Interests to the assets of the Joint Venture. The Offeror shall notify the Offeree in writing of the offer to purchase, stating the total purchase price for all of the assets of the Joint Venture, and the price offered for the Offeree's Joint Venture interest expressed as the Offeree's percentage interest in the Joint Venture assets multiplied by the total purchase price for all of the assets of the Joint Venture. The Offeree shall have the right to buy the interest of the Offeror Initiating Member at the designated price Buy-out Price. (d) The closing of any purchase and terms, or to sell the Offeree's interest to the Offeror at the designated price and terms, whichever the Offeree may elect. The offer, when made by the Offeror, is irrevocable for thirty (30) days. The Offeree shall have ten (10) days from the receipt sale of such offer to make its election, that is, either to buy such interest of the Offeror or to sell its own interest, which shall be made in writing executed by the Offeree and stating the nature of the election. A Joint Venturer which is obligated to purchase the interest of another Joint Venturer Interests pursuant to this Section 11 shall take place [fifteen (15)] days after the provisions hereof shall have twenty (20) days from the date of receipt of the written election from such other Joint Venturer to pay the designated price and satisfy the terms of such purchase. Should the Joint Venturer who has received an offer to sell Response Notice is delivered or buy fail to make the election required herein in a timely fashion, then such non-responding party shall be deemed to have elected and been delivered or some other date mutually agreed to sell upon by the parties. The Buy-out Price or buythe Sell-out Price, as the case may be, according shall be paid at closing by wire transfer of immediately available funds to an account designated in writing by the selling Member (the “Selling Member”). At the closing, the Selling Member shall deliver to the terms purchasing Member (the “Purchasing Member”) good and marketable title to its Interests, free and clear of all liens and encumbrances. Each Member agrees to cooperate and take all actions and execute all documents reasonably necessary or appropriate to reflect the purchase of the offerSelling Member’s Interest by the Purchasing Member. (e) If the Purchasing Member defaults in any of its material closing obligations, then the Selling Member shall have the option to purchase the Purchasing Member’s entire Interest at a price that is equal to [85]% of the purchase price of the Purchasing Member’s Interest determined in accordance with Section 11(b) above.

Deadlock. In the event the Joint Venturers Parties are divided on a material issue and cannot agree on the conduct of the business and affairs there's of the Joint Ventureproject, then a deadlock between the Joint Venturers parties shall be deemed to have occurred. Upon the occurrence of a deadlock, one Joint Venturer (hereinafter referred to as the "Offeror") party may elect to purchase the Joint Venture interest of the other Joint Venturer (hereinafter referred to as the "Offeree") at a price calculated as the Offeree's percentage interest in a total purchase price for all of the assets of the Joint VentureProject. The Offeror offeror shall notify the Offeree offeree in writing of the offer to purchase, stating the total purchase price for all of the assets of the Joint VentureProject, and the price offered for the Offeree's Joint Venture ’s project interest expressed as the Offeree's percentage interest in the Joint Venture Project assets multiplied by the total purchase price for of all of the assets of the Joint VentureProject. The Offeree shall have the right to buy the interest of the Offeror Offer were at the designated price and terms, or to sell the Offeree's interest to the Offeror offeror at the designated price and terms, terms whichever the Offeree offeree may elect. The offer, when made by the Offeror, offeror is irrevocable for thirty (30) 30 days. The Offeree shall have ten (10) 10 days from the receipt of such offer to make its election, that is, either to buy such interest of the Offeror Offer or to sell its own interest, which shall be made in writing executed by the Offeree and stating the nature of the election. A Joint Venturer party which is obligated to purchase the interest of another Joint Venturer Party pursuant to the provisions hereof shall have twenty (20) 20 days from the date of receipt of the written election from such other Joint Venturer party to pay the designated price and satisfy the terms of such purchase. Should the Joint Venturer Party who has received an offer to sell or buy fail failed to make the election required herein in a timely fashion, then such non-responding party shall be deemed to have elected and agreed to sell or buy, as the case may be, according to the terms of the offer.

Deadlock. In the event the Joint Venturers are divided on a material issue and cannot agree on the conduct of the business and affairs of the Joint Venture, then a deadlock between the Joint Venturers shall be deemed to have occurred. Upon the occurrence of a deadlock, one Joint Venturer Ventures (hereinafter referred to as the "“Offeror"”) may elect to purchase the Joint Venture interest of the other Joint Venturer Ventures (hereinafter referred to as the "“Offeree"”) at a price calculated as the Offeree's ’s percentage interest in a total purchase price for all of the assets of the Joint Venture. The Offeror shall notify the Offeree in writing of the offer to purchase, stating the total purchase price for all of the assets of the Joint Venture, and the price offered for the Offeree's ’s Joint Venture interest expressed as the Offeree's ’s percentage interest in the Joint Venture assets multiplied by the total purchase price for all of the assets of the Joint Venture. The Offeree shall have the right to buy the interest of the Offeror at the designated price and terms, or to sell the Offeree's ’s interest to the Offeror at the designated price and terms, whichever the Offeree may elect. The offer, when made by the Offeror, is irrevocable for thirty (30) days. The Offeree shall have ten (10) days from the receipt of such offer to make its election, that is, either to buy such interest of the Offeror or to sell its own interest, which shall be made in writing executed by the Offeree and stating the nature of the election. A Joint Venturer which is obligated to purchase the interest of another Joint Venturer pursuant to the provisions hereof shall have twenty (20) days from the date of receipt of the written election from such other Joint Venturer to pay the designated price and satisfy the terms of such purchase. Should the Joint Venturer who has received an offer to sell or buy fail to make the election required herein in a timely fashion, then such non-responding party shall be deemed to have elected and agreed to sell or buy, as the case may be, according to the terms of the offer.

Deadlock. In (a) If the event the Joint Venturers Members are divided on a material issue and cannot unable to agree on the conduct any of the business matters described in Section 7.02 and affairs such disagreement continues for __________[NUMBER] days despite good faith deliberations by the Members, then either Member shall be entitled to exercise the buy-sell rights set forth in this Section 7.07 by delivering a Buy-Sell Offer Notice (as defined herein). (b) If a Member wishes to exercise the buy-sell right provided in this Section 7.07, such Member (the "Initiating Member") shall deliver to the other Member (the "Responding Member") written notice (the "Buy-Sell Offer Notice") of such election, which notice shall include (i) a description of the Joint Venturecircumstances that triggered the buy-sell right, then a deadlock and (ii) the purchase price (which shall be payable exclusively in cash (unless otherwise agreed)) at which the Initiating Member shall (A) purchase all of the Membership Interests owned by the Responding Member (the "Buy-out Price") or (B) sell all of its Membership Interests to the Responding Member (the "Sell-out Price"), with any difference between the Joint Venturers Buy-out Price and the Sell-out Price based solely on each Member's Membership Interest in the Company, without regard to any market discount or premium from differences in such proportionate interests. (c) Within [thirty (30)/__________[NUMBER] days after the Buy-Sell Offer Notice is received (the "Buy-Sell Election Date"), the Responding Member shall deliver to the Initiating Member a written notice (the "Response Notice") stating whether it elects to (i) sell all of its Membership interests to the Initiating Member for the Buy-out Price or (ii) buy all of the Membership Interests owned by the Initiating Member for the Sell-out Price. The failure of the Responding Member to deliver the Response Notice by the Buy-Sell Election Date shall be deemed to have occurred. Upon the occurrence of a deadlock, one Joint Venturer (hereinafter referred be an election to as the "Offeror") may elect to purchase the Joint Venture interest of the other Joint Venturer (hereinafter referred to as the "Offeree") at a price calculated as the Offeree's percentage interest in a total purchase price for sell all of its Membership Interests to the assets of the Joint Venture. The Offeror shall notify the Offeree in writing of the offer to purchase, stating the total purchase price for all of the assets of the Joint Venture, and the price offered for the Offeree's Joint Venture interest expressed as the Offeree's percentage interest in the Joint Venture assets multiplied by the total purchase price for all of the assets of the Joint Venture. The Offeree shall have the right to buy the interest of the Offeror Initiating Member at the designated price Buy-out Price. (d) The closing of any purchase and terms, or to sell the Offeree's interest to the Offeror at the designated price and terms, whichever the Offeree may elect. The offer, when made by the Offeror, is irrevocable for thirty (30) days. The Offeree shall have ten (10) days from the receipt sale of such offer to make its election, that is, either to buy such interest of the Offeror or to sell its own interest, which shall be made in writing executed by the Offeree and stating the nature of the election. A Joint Venturer which is obligated to purchase the interest of another Joint Venturer Membership Interests pursuant to this Section 7.07 shall take place __________[NUMBER] days after the provisions hereof shall have twenty (20) days from the date of receipt of the written election from such other Joint Venturer to pay the designated price and satisfy the terms of such purchase. Should the Joint Venturer who has received an offer to sell Response Notice is delivered or buy fail to make the election required herein in a timely fashion, then such non-responding party shall be deemed to have elected and been delivered or some other date mutually agreed to sell upon by the parties. The Buy-out Price or buythe Sell-out Price, as the case may be, according shall be paid at closing by wire transfer of immediately available funds to an account designated in writing by the selling Member (the "Selling Member"). At the closing, the Selling Member shall deliver to the terms purchasing Member (the "Purchasing Member") good and marketable title to its Membership Interests, free and clear of all liens and encumbrances. Each Member agrees to cooperate and take all actions and execute all documents reasonably necessary or appropriate to reflect the purchase of the offerSelling Member's Membership Interest by the Purchasing Member. (e) If the Purchasing Member defaults in any of its material closing obligations, then the Selling Member shall have the option to purchase the Purchasing Member's entire Membership Interest at a price that is equal to __________[PERCENTAGE]% of the purchase price payable at the initial closing.

Deadlock. In If any Shareholder becomes dissatisfied with the event other Shareholders, the Joint Venturers are divided on a material issue and cannot agree on the conduct operation of the business and affairs of Corporation, or otherwise, the Joint Venture, then a deadlock between the Joint Venturers shall be deemed to have occurred. Upon the occurrence of a deadlock, one Joint Venturer (hereinafter referred to as the "Offeror") may elect to purchase the Joint Venture interest of the other Joint Venturer (hereinafter referred to as the "Offeree") at a price calculated as the Offeree's percentage interest in a total purchase price for all of the assets of the Joint Venture. The Offeror shall notify the Offeree in writing of the offer to purchase, stating the total purchase price for all of the assets of the Joint Venture, and the price offered for the Offeree's Joint Venture interest expressed as the Offeree's percentage interest in the Joint Venture assets multiplied by the total purchase price for all of the assets of the Joint Venture. The Offeree dissatisfied Shareholder shall have the right to buy deliver to the interest of other Shareholders in identical form a written offer setting forth the Offeror at the designated price and terms, or other terms at which the offering Shareholder both: A. Irrevocably offers to sell all, but not less than all, his interest in the Offeree's interest Corporation to the Offeror at other Shareholders, or B. Irrevocably offers to buy all, but not less than all, the designated price and terms, whichever other Shareholders' interest in the Offeree may elect. The offer, when made by the Offeror, is irrevocable for thirty Corporation. i. Within fifteen (30) days. The Offeree shall have ten (1015) days from after the receipt of such offering Shareholder delivers said offer to make its electionthe other Shareholders, that is, the other Shareholders must accept either to buy such interest of the Offeror or to sell its own interest, which shall be made in writing executed by the Offeree and stating the nature of the election. A Joint Venturer which is obligated to purchase the interest of another Joint Venturer pursuant to the provisions hereof shall have twenty (20) days from the date of receipt of the written election from such other Joint Venturer to pay the designated price and satisfy the terms of such purchase. Should the Joint Venturer who has received an offer to sell or the offer to buy fail to make by delivery of a written acceptance of either the election required herein in a timely fashion, then such non-responding party shall be deemed to have elected and agreed offer to sell or the offer to buy. Should the decision of the other Shareholders to buy or sell not be unanimous, each Shareholder who dissents from the majority decision shall have the right to join with the offering Shareholder to sell his interest to, or to buy the interests of, the remaining other Shareholders, as the case may be. If the other Shareholders fail to deliver said notice of acceptance within such thirty (30) day period, according the offering Shareholder shall elect which offer has been accepted and shall give notice of such election to the terms other Shareholders within ten (10) days after such thirty (30) day period. ii. Any offer, acceptance or notice of election under this Agreement shall be deemed to be duly delivered when delivered in person or when mailed by certified mail, postage prepaid, addressed to the appropriate recipient thereof at his last known address as shown on the books of the Corporation. iii. If there shall be more than one Shareholder purchasing pursuant to this section, each of such purchasing Shareholders shall be entitled to purchase such proportionate part of the Corporation's interests, being sold pursuant to this, as the percentage interest then owned by him bears to the total percentage interest then owned by all of the Shareholders who shall desire to purchase part of the Corporation's interests being sold, or such greater part of the Corporation's interests being sold as shall be agreed upon by all the Shareholders who shall desire to purchase part of the Corporation's interests being sold pursuant thereto. iv. The closing of any purchase and sale under this section shall be held at the principal office of the Corporation (or such other place as may be agreed upon by the offering Shareholder and the other Shareholders), within ninety (90) days after delivery of the initial offer to the other Shareholders. At the closing, the amount of the purchase price shall be paid in cash, or otherwise as specified in the initial offer, against delivery of all documents necessary to transfer all of the selling Shareholder(s)' interests.

Deadlock. In the event a Joint Venturer(s) shall refuse to consent to the exercise of any power set forth in Section 6.03.a when the majority of the percentage ownership (as set forth in Article III) of the Joint Venture have so agreed or consented, or in the event the Joint Venturers are divided on a material issue and cannot agree on the conduct of the business and affairs of the Joint Venture, then a deadlock between the Joint Venturers shall be deemed to have occurred. Upon the occurrence of a deadlock, one the other Joint Venturer Venturers (hereinafter referred to as the "OfferorOfferors") may elect to purchase the Joint Venture interest of the other Joint Venturer Venturer(s) refusing to consent to the exercise of such power or to proposals relative to the conduct of the business and affairs of the Joint Venture (hereinafter referred to as the "Offeree") at a the price calculated as the Offeree's percentage interest in a the total purchase price value (as determined solely by the Offerors without the need for outside assistance) of all of the assets of the Joint Venture, but such total value shall never be less than their book value. The Offeror Offerors shall notify the Offeree in writing of the offer election to purchase, stating the total purchase price for value of all of the assets of the Joint Venture, and the price offered for the Offeree's Joint Venture interest expressed as the Offeree's percentage interest in the Joint Venture assets (as set forth in Article III) multiplied by the total purchase price for value of all of the assets of the Joint Venture. The Offeree shall have the right to buy the interest of the Offeror at Offerors on the designated price and termssame terms based upon the Offerors' percentage interests in the total value of all Joint Venture assets (as stated by the Offerors), or to sell the Offeree's interest to the Offeror Offerors at the designated price and terms, whichever the Offeree may elect. The offer, when made by the Offeror, is irrevocable for Offeree shall have thirty (30) days. The Offeree shall have ten (10) days from the receipt of such offer to make his, her or its election, that is, either to buy such interest of the Offeror Offerors or to sell his, her or its own interest, which shall be made in writing executed by the Offeree and stating the nature of the election. A Joint Venturer which who is then obligated to purchase the interest of another Joint Venturer pursuant to the provisions hereof shall have twenty (20) days from the date of receipt of the written election from such other Joint Venturer to pay the designated specified price and satisfy the terms of such purchase. . Should the a Joint Venturer who has received an offer to sell or buy fail to make the election required herein in a timely fashion, then such non-responding party shall will be deemed to have elected and agreed to sell or buysell, as the case may be, according to the terms of the offer. No offers under this Section may be revoked in an attempt to try to defeat the provisions of this Section.

Deadlock. In (a) If the event the Joint Venturers are divided on a material issue and cannot Board is unable to agree on the conduct of the business any matter subject to Supermajority Approval pursuant to Section 7.05(f) and affairs of the Joint Venture, then a deadlock between the Joint Venturers shall be deemed to have occurred. Upon the occurrence of a deadlock, one Joint Venturer (hereinafter referred to as the "Offeror") may elect to purchase the Joint Venture interest of the other Joint Venturer (hereinafter referred to as the "Offeree") at a price calculated as the Offeree's percentage interest in a total purchase price for all of the assets of the Joint Venture. The Offeror shall notify the Offeree in writing of the offer to purchase, stating the total purchase price for all of the assets of the Joint Venture, and the price offered for the Offeree's Joint Venture interest expressed as the Offeree's percentage interest in the Joint Venture assets multiplied by the total purchase price for all of the assets of the Joint Venture. The Offeree shall have the right to buy the interest of the Offeror at the designated price and terms, or to sell the Offeree's interest to the Offeror at the designated price and terms, whichever the Offeree may elect. The offer, when made by the Offeror, is irrevocable such disagreement continues for thirty (30) days. The Offeree days despite good faith deliberations, then any Member, so long as it is not a Defaulting Member, shall have ten be entitled to exercise the buy-sell rights set forth in this Section 9.03 by delivering a Buy-Sell Offer Notice in accordance with Section 9.03(b). (10b) days from If a Member (other than a Defaulting Member) wishes to exercise the receipt buy-sell right provided in this Section 9.03, such Member (the “Initiating Member”) shall deliver to the other Members (collectively, the “Responding Members” and each a “Responding Member”) an unconditional and irrevocable written notice (the “Buy-Sell Offer Notice”) of such offer to make its election, that is, either to buy such interest which notice shall include (i) a description of the Offeror or to circumstances that triggered the buy-sell its own interestright, and (ii) the purchase price (which shall be made payable exclusively in writing executed cash (unless otherwise agreed by the Offeree and stating Board in its sole discretion)) at which the nature of the election. A Joint Venturer which is obligated to Initiating Member shall (A) purchase the interest of another Joint Venturer pursuant entire Units owned by the Responding Members (the “Buy-Out Price”) or (B) sell its entire Units to the provisions hereof Responding Members (the “Sell-Out Price”), with any difference between the Buy-Out Price and the Sell-Out Price based solely on each Member’s Percentage Interest, without regard to any market discount or premium from differences in such proportionate interests; provided, however that the Buy-Sell Purchase Price paid at closing shall have twenty be subject to adjustment, if applicable, in accordance with Section 9.03(e). (20c) Within thirty (30) days from after the date Buy-Sell Offer Notice is received (the “Buy- Sell Election Date”), each Responding Member shall deliver to the Initiating Member an unconditional and irrevocable written notice (the “Response Notice”) stating whether it elects to (i) sell its entire Units to the Initiating Member for the Buy-Out Price or (ii) buy the entire Units owned by the Initiating Member for the Sell-Out Price. The failure of receipt of any Responding Member to deliver the written election from such other Joint Venturer to pay Response Notice by the designated price and satisfy the terms of such purchase. Should the Joint Venturer who has received an offer to sell or buy fail to make the election required herein in a timely fashion, then such nonBuy-responding party Sell Election Date shall be deemed to have elected be an unconditional and agreed irrevocable election to sell its entire Units to the Initiating Member at the Buy-Out Price. (d) The Member selling its Units pursuant to this Section 9.03 (the “Buy-Sell Selling Member”) shall, at the closing of such sale (“Buy-Sell Closing”), represent and warrant to the Member purchasing the Buy-Sell Selling Member’s Units (the “Buy-Sell Purchasing Member”) that (i) the Buy-Sell Selling Member has full right, title and interest in and to such Units, (ii) the Buy-Sell Selling Member has all necessary power and authority and has taken all necessary action to sell such Units as contemplated by this Section 9.03, and (iii) such Units are free and clear of any mortgage, pledge, lien, charge, security interest, claim or buyother encumbrance (“Encumbrance”), other than those arising as a result of or under the terms of this Agreement. (e) The Buy-Sell Closing shall take place fifteen (15) days after the Response Notice is delivered or deemed to have been delivered or on any other date as may be mutually agreed on by the Members. The Buy-Sell Purchasing Member shall pay the Buy-Out Price or the Sell-Out Price, as the case may bebe (the “Buy-Sell Purchase Price”) at the Buy-Sell Closing by wire transfer of immediately available funds to an account designated in writing by the Buy-Sell Selling Member; provided that (i) if the Buy-Sell Selling Member is a Non- Contributing Member, according the Buy-Sell Purchase Price shall be decreased by the amount of any unpaid Additional Capital Contribution or Default Loan, including any accrued but unpaid interest thereon, owed by the Buy-Sell Selling Member (with any such amounts contributed to the terms Company by the Buy-Sell Purchasing Member); and (ii) if the Buy-Sell Selling Member has funded any Default Loan that remains outstanding, it shall be paid in full, including any accrued but unpaid interest thereon, at the Buy-Sell Closing. (f) At the Closing, the Buy-Sell Selling Member shall deliver to the Buy-Sell Purchasing Member (i) a certificate or certificates (if any) representing the Units to be sold, accompanied by an assignment of the offerUnits to the Buy-Sell Purchasing Member or its designee; (ii) the resignation of all of the Managers the Buy-Sell Selling Member appointed to the Board pursuant to Section 7.02(a) (if any); and (iii) a certificate meeting the requirements of IRS Notice 2018-29 and Treasury Regulations Section 1.1445-2(b) (modified to take into account Code Section 1446(f)) that Buy-Sell Selling Member is not a foreign person within the meaning of Code Section 1446(f) or Code Section 1445. (g) Without limitation of the other provisions of this Section 9.03, each Member agrees to cooperate and take all actions and execute all documents reasonably necessary or appropriate to reflect the purchase of the Buy-Sell Selling Member’s Units by the Buy-Sell Purchasing Member pursuant to this Section 9.03. (h) If the Buy-Sell Purchasing Member defaults in any of its material closing obligations, then the Buy-Sell Selling Member shall, in addition to any other remedies that may be available to it, have the option to purchase the Buy-Sell Purchasing Member’s entire Units at a purchase price that is equal to 75% of the Buy-Sell Purchase Price, as adjusted proportionately solely to reflect the Percentage Interest of the Buy-Sell Purchasing Member (rather than the Buy-Sell Selling Member), without regard to any market discount or premium based on differences in the Members’ proportionate interests. If the Buy-Sell Selling Member defaults in its obligation to sell its Units in accordance with this Section 9.03, the Buy-Sell Purchasing Member shall have the right, in addition to any other remedies that may be available to it, to seek specific performance of the Buy-Sell Selling Member’s obligations under this Section 9.03 and the Members expressly agree that the remedy at law in damages for such breach of the Buy-Sell Selling Member’s obligations set forth in this Section 9.03 is inadequate in view of the (i) complexities and uncertainties in measuring the actual damage to the sustained by the Buy-Sell Purchasing Member on account of the default by the Buy- Sell Selling Member and (ii) uniqueness of the Business and relationships of the Members. (i) Each Member agrees that, to preserve the character of the Company and consummate the purchase of the Buy-Sell Selling Member’s entire Units, the Buy-Sell Purchasing Member may assign its purchase obligation under this Section 9.03 in whole or in part to any Affiliate who, upon the Buy-Sell Closing, shall become a Member, and that such purchase obligation shall be assignable by the Buy-Sell Purchasing Member without the consent of the Buy-Sell Selling Member; provided that the Buy-Sell Purchasing Member (i) delivers notice to the Buy-Sell Selling Member of such assignment and of the identity of the assignee prior to the Buy-Sell Closing and (ii) shall be responsible for any failure of such assignee to perform its obligations under this Section 9.03 with respect to such assigned purchase obligation. (j) During the continuation of any Deadlock and prior to any Buy-Sell Closing, the Company shall continue to operate in a manner consistent with its prior practices and this Agreement until such time as such Deadlock is resolved.

Deadlock. 21.1.1. In the event the Joint Venturers are divided on a material issue and cannot agree on the conduct of the business and affairs of the Joint Venture, then a deadlock between the Joint Venturers shall be deemed to have occurred. Upon the occurrence of a deadlock, one Joint Venturer (hereinafter referred to as the "“Offeror"”) may elect to purchase the Joint Venture interest of the other Joint Venturer (hereinafter referred to as the "“Offeree"”) at a price calculated as the Offeree's ’s percentage interest in a total purchase price for all of the assets of the Joint Venture. The Offeror shall notify the Offeree in writing of the offer to purchase, stating the total purchase price for all of the assets of the Joint Venture, and the price offered for the Offeree's ’s Joint Venture interest expressed as the Offeree's ’s percentage interest in the Joint Venture assets multiplied by the total purchase price for all of the assets of the Joint Venture. The Offeree shall have the right to buy the interest of the Offeror at the designated price and terms, or to sell the Offeree's ’s interest to the Offeror at the designated price and terms, whichever the Offeree may elect. The offer, when made by the Offeror, is irrevocable for thirty (30) days. The Offeree shall have ten (10) days from the receipt of such offer to make its election, that is, either to buy such interest of the Offeror or to sell its own interest, which shall be made in writing executed by the Offeree and stating the nature of the election. A Joint Venturer which is obligated to purchase the interest of another Joint Venturer pursuant to the provisions hereof shall have twenty (20) days from the date of receipt of the written election from such other Joint Venturer to pay the designated price and satisfy the terms of such purchase. Should the Joint Venturer who has received an offer to sell or buy fail to make the election required herein in a timely fashion, Because money damages may not be a sufficient remedy for any breach of this Section of the Agreement by the Receiving Party, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach of this Section. Such remedy shall not be deemed to be the exclusive remedy for a breach of this Section of the Agreement by the Receiving Party but shall be in addition to all other remedies available at law or equity to the Disclosing Party. In the event of litigation relating to the Agreement, if a court of competent jurisdiction determines that the Receiving Party has breached this Section of the Agreement, then the Receiving Party shall be liable and pay to the Disclosing Party the reasonable attorneys’ fees, court costs and other reasonable expenses of litigation, including any appeal therefrom. The Receiving Party further agrees to waive any requirement for the posting of a bond in connection with any such equitable relief. then such non-responding party shall be deemed to have elected and agreed to sell or buy, as the case may be, according to the terms of the offer.

Deadlock. In (a) If the event the Joint Venturers Members are divided unable to reach an agreement on or with respect to a material issue and cannot agree on action requiring the conduct joint approval of the business and affairs of the Joint Venturethem, then a deadlock between the Joint Venturers shall be deemed to have occurred. Upon the occurrence of a deadlock, one Joint Venturer either Member (hereinafter referred to as the "Offeror") may elect may, by written notice to purchase the Joint Venture interest of the other Joint Venturer Member (hereinafter referred to as the "Offeree") at ), within 30 days after the date that the Members are unable to reach an agreement as described above, set forth a purchase price calculated as (the "Statement"), which shall represent the dollar amount that the Offeror would be willing to pay for the Ownership Percentage of the Offeree, expressed on the basis of a purchase price for a 1% Ownership Percentage, which purchase price shall then be multiplied by the Offeree's percentage interest in a total Ownership Percentage (or Offeror's Ownership Percentage, as the applicable case may be) to determine an aggregate purchase price (a "Purchase Price") for all such Offeree. In the event that no Member sends a Statement within the foregoing 30-day period, the Management Committee shall cause the Company to be dissolved in accordance with Article IX hereof. (b) Upon receipt of a Statement, the Offeree shall then be obligated either to (i) purchase the Ownership Percentage of the assets of Offeror for its Purchase Price, or (ii) sell to the Joint Venture. The Offeror shall notify the Offeree in writing of the offer to purchase, stating the total purchase price its Ownership Percentage for all of the assets of the Joint Venture, and the price offered for the Offeree's Joint Venture interest expressed as the Offeree's percentage interest in the Joint Venture assets multiplied by the total purchase price for all of the assets of the Joint Ventureits Purchase Price. The Offeree shall have the right give written notice of its election to buy the interest of the Offeror at the designated price and termspurchase or sell, or to sell the Offeree's interest as applicable, to the Offeror at within 30 days after receipt of the designated price and terms, whichever Statement. Failure by the Offeree may elect. The offer, when made by the Offeror, is irrevocable for thirty (30) days. The Offeree shall have ten (10) days from the receipt of such offer to make its election, that is, either to buy such interest of give the Offeror or written notice within such time period shall be a conclusive election to sell its own interestOwnership Percentage. (c) The closing of any sale of a Ownership Percentage pursuant to this Section 9.1(c) (the "Closing") shall take place at the principal office of the Company, on a Business day specified by the purchasing Member, which shall be made in writing executed not more than 120 days after the receipt by the Offeree and stating the nature Offeror of the electionwritten notice of election from the Offeree or after the expiration of the time within which the Offeree must so elect if no notice is given. A Joint Venturer which is obligated The Purchase Price shall be paid in full in cash at the Closing; provided, however, that any unpaid portion of a selling Member's Additional Capital Contribution required by Article III hereof must be paid or cured out of the proceeds payable to purchase the interest selling Member from such sale at the Closing; provided further, however, that the selling Member shall be repaid any loans by such Member to the Company and shall be released from all recourse liabilities of another Joint Venturer the Company and any guaranty of Company debt. The sale of an Ownership Percentage pursuant to the provisions hereof this Section 9.1 shall have twenty (20) days from be deemed effective as of the date of receipt of the written election from such other Joint Venturer to pay the designated price and satisfy the terms of such purchase. Should the Joint Venturer who has received an offer to sell or buy fail to make the election required herein in a timely fashion, then such non-responding party shall be deemed to have elected and agreed to sell or buy, as the case may be, according to the terms of the offerClosing.

Deadlock. (a) In the event the Joint Venturers are divided on a material issue and cannot agree on the conduct of the business and affairs of the Joint Venture, then a deadlock between the Joint Venturers shall be deemed to have occurred. Upon the occurrence of a deadlock, one Joint Venturer (hereinafter referred to as the "Offeror") may elect to purchase the Joint Venture interest of the other Joint Venturer (hereinafter referred to as the "Offeree") at a price calculated as the Offeree's percentage interest in a total purchase price for all of the assets of the Joint Venture. The Offeror shall notify the Offeree in writing of the offer to purchase, stating the total purchase price for all of the assets of the Joint Venture, and the price offered for the Offeree's Joint Venture interest expressed as the Offeree's percentage interest in the Joint Venture assets multiplied by the total purchase price for all of the assets of the Joint Venture. The Offeree shall have the right to buy the interest of the Offeror at the designated price and terms, Members or to sell the Offeree's interest to the Offeror at the designated price and terms, whichever the Offeree may elect. The offer, when made by the Offeror, is irrevocable for thirty (30) days. The Offeree shall have ten (10) days from the receipt of such offer to make its election, that is, either to buy such interest of the Offeror or to sell its own interest, which shall be made in writing executed by the Offeree and stating the nature of the election. A Joint Venturer which is obligated to purchase the interest of another Joint Venturer pursuant to the provisions hereof shall have twenty (20) days from the date of receipt of the written election from such other Joint Venturer to pay the designated price and satisfy the terms of such purchase. Should the Joint Venturer who has received an offer to sell or buy fail to make the election required herein in a timely fashion, then such non-responding party shall be deemed to have elected and agreed to sell or buyManagers, as the case may be, according shall be unable in good faith to resolve a dispute between them or arrive at a decision required to be made under this Agreement within the time period provided for, the provisions of this Section 10.3 shall apply. (b) Either Member may declare a deadlock by the giving of an "Election Notice" to the terms other Member. The Election Notice shall state (i) an amount (the "Stated Value") as the proposed Fair Market Value of the offerProperty; and (ii) shall specify the proposed payment terms (the "Payment Terms") of the Deemed Purchase Price (as defined below). (c) The Member giving the Election Notice is referred to as the "Electing Member" and the Member receiving the Election Notice is referred to as the "Notice Member". (d) An Election Notice shall constitute an irrevocable offer by the Electing Member to either (i) purchase all, but not less than all, of the Membership Percentages owned by the Notice Member for the purchase price determined in accordance with Section 9.7 hereof but using the Stated Value as the Fair Market Value of the Property (the "Deemed Purchase Price") and on the Payment Terms; or (ii) sell all, but not less than all, of the Membership Percentages owned by the Electing Member to the Notice Member for the Deemed Purchase Price and on the Payment Terms. (e) For a period of sixty (60) days following receipt of the Election Notice (the "Election Period"), the Notice Member shall have the option to elect either to (i) purchase all, but not less than all, of the Membership Percentages owned by the Electing Member for the Deemed Purchase Price and on the Payment Terms; or (ii) sell all, but not less than all, of the Membership Percentages owned by the Notice Member to the Electing Member for the Deemed Purchase Price and on the Payment Terms. The Notice Member may exercise the option by serving a notice (the "Exercise Notice") on the Electing Member stating its choice to buy or sell prior to the end of the Election Period. If the Notice Member does not give an Exercise Notice on or before the end of the Election Period, the Electing Member shall have the choice to either buy or sell at the price and on the terms set forth on the Election Notice. (f) The closing of the purchase and sale of the Membership Percentages shall occur on a date and time mutually agreeable to the Electing Member and the Notice Member which in all events, must occur within thirty (30) days after NYSPSC approval is granted for transfer of interest (if necessary).. The closing shall take place at such place as the Electing Member and the Notice Member shall mutually agree or, failing such agreement, at the offices of the Company. At the closing, the parties shall execute and deliver such documents and instruments of conveyance as may be necessary or appropriate to effectuate the closing of the sale of the Membership Percentages. (g) Once given, an Election Notice and/or Exercise Notice shall be irrevocable. In the event more than one Election Notice is given, the later dated notice shall be of no force or effect.

Deadlock. In 17.1 If at any time a Deadlock exists or occurs: (a) any Shareholder may convene, by written notice to the event other Shareholder, a meeting of at least one (1) representative of each Shareholder, at the Joint Venturers are divided on a material issue and cannot agree registered office of the Company on the conduct date specified in the notice. This date must not be less than seven (7) days and not more than fourteen (14) days after the date on which the notice is issued (“Notice Date”). (b) each of the business and affairs Shareholders undertakes that its representative must use all reasonable efforts to resolve the Deadlock. (a) If the Deadlock is not resolved at the meeting referred to in Clause 17.1 or any subsequent meetings or negotiations within fourteen (14) days after the Notice Date, any Shareholder (the “Offeror”) may offer in writing (the “Offer”) to purchase the Shares of the Joint Ventureother Shareholder (the “Offerees”) at the Prescribed Price. Within one (1) month of the making of the Offer, then a deadlock between the Joint Venturers Offeree shall be deemed to have occurred. Upon either: (i) accept the occurrence of a deadlock, one Joint Venturer Offer; or DRA (hereinafter referred to as the "Offeror"ii) may elect to purchase the Joint Venture interest of the other Joint Venturer (hereinafter referred to as the "Offeree") at a price calculated as the Offeree's percentage interest in a total purchase price for all of the assets of the Joint Venture. The Offeror shall notify the Offeree in writing of the offer to purchase, stating the total purchase price for all of the assets of the Joint Venture, and the price offered for the Offeree's Joint Venture interest expressed as the Offeree's percentage interest in the Joint Venture assets multiplied by the total purchase price for all of the assets of the Joint Venture. The Offeree shall have the right to buy the interest Shares of the Offeror at the designated same price and terms, or pro rata which the Offeror shall then be obliged to sell accept. If the Offeree's interest Offeree fails to respond to the Offeror at the designated price and termsOffer within one (1) month, whichever the Offeree may elect. The offer, when made by the Offeror, is irrevocable for thirty (30) days. The Offeree shall have ten (10) days from the receipt of such offer to make its election, that is, either to buy such interest of the Offeror or to sell its own interest, which shall be made in writing executed by the Offeree and stating the nature of the election. A Joint Venturer which is obligated to purchase the interest of another Joint Venturer pursuant to the provisions hereof shall have twenty (20) days from the date of receipt of the written election from such other Joint Venturer to pay the designated price and satisfy the terms of such purchase. Should the Joint Venturer who has received an offer to sell or buy fail to make the election required herein in a timely fashion, then such non-responding party shall it will be deemed to have elected accepted the Offer. Completion of the sale and agreed purchase of the Shares pursuant to sell or buy, as the case may be, according this Clause shall be subject to the terms Appropriate Approvals having been obtained. (b) Upon acceptance or deemed acceptance of the offerOffer, or election to purchase by the Offeree, the Shareholders shall effect the sale and purchase of the Shares, and the provisions of Clause 18 shall apply as if a Transfer Notice had been served in respect of all of the Shares by the selling Shareholder and accepted by the acquiring Shareholder at the Prescribed Price. (c) Upon any transfer of Shares under this Clause, the selling Shareholder shall cause all the Directors nominated by it to resign from their office without any claim or compensation for loss of office or otherwise. (d) If no Offer is made or accepted, or the Shareholders cannot otherwise agree on the transfer of Shares between themselves, any Shareholder may, by notice in writing to the other Shareholder, require a general meeting to be convened and other actions to be taken for the purpose of windingup the Company and the provisions of Clauses 24.1(b)(ii) and 24.1(b)(iii) shall apply mutatis mutandis.