Common use of Effect of Deadlock Clause in Contracts

Effect of Deadlock. (a) If, thirty (30) days after the receipt of all submissions made in accordance with Section 10.1 (Deadlock), the chief executive officers of each Parent Company, or their respective designees, are unable to reach an agreement on the matters which are the subject of the submissions, then a Founding Shareholder shall have the right to submit the unresolved matters to a committee designated for the purpose of considering, advising upon, and making recommendations in relation to the unresolved matters (the “Deadlock Committee”). The Deadlock Committee shall consist of three (3) members: one (1) designated representative appointed by each Founding Shareholder and an Expert appointed in accordance with the Dispute Resolution Procedures. (b) The Expert shall have direct and extensive experience in the chemical and petrochemical production and product marketing business, including, as appropriate: (i) the design, construction, commissioning, and testing of a world-scale integrated chemicals complex; (ii) the operation and maintenance of a world-scale integrated chemicals complex; and / or (iii) the marketing of chemical and petrochemical products having similar volumes, characteristics, and destinations as the Products. (c) Each representative of the Founding Shareholders on the Deadlock Committee shall submit to the Expert and exchange with the representative of the other Founding Shareholder, in accordance with a procedure to be established by the Expert, its position as to the course of action that should be followed by the Company to resolve the matters referred to the Expert. The Expert shall assess the submitted positions and make a recommendation to the representatives of each Founding Shareholder for further discussion within the Deadlock Committee, with a view toward the Deadlock Committee recommending a course of action to the Shareholders. The Expert’s recommendations to the Founding Shareholders’ representatives and the Deadlock Committee’s recommendations, if any, to the Shareholders, shall be purely advisory in nature and shall not be binding on the Company or any Shareholder. (d) Pending resolution of any unresolved matter referred to in Section 10.1 (Deadlock), no action shall be taken by the Company with respect to such matter and, subject to Section 13.4 (Default Plans), the status quo shall be maintained in respect of all aspects of the Company and the Project affected thereby.

Effect of Deadlock. (a) If, thirty (30) days after the receipt of all submissions made in accordance with Section 10.1 (Deadlock), the chief executive officers of each Parent Company, or their respective designees, are unable to reach an agreement on the matters which are the subject of the submissions, then a Founding Shareholder shall have the right to submit the unresolved matters to a committee designated for the purpose of considering, advising upon, and making recommendations in relation to the unresolved matters (the “Deadlock Committee”). The Deadlock Committee shall consist of three (3) members: one (1) designated representative appointed by each Founding Shareholder and an Expert appointed in accordance with the Dispute Resolution Procedures. (b) The Expert shall have direct and extensive experience in the chemical and petrochemical production and product marketing business, including, as appropriate: (i) the design, construction, commissioning, and testing of a world-scale integrated chemicals complex; (ii) the operation and maintenance of a world-scale integrated chemicals complex; and / or (iii) the marketing of chemical and petrochemical products having similar volumes, characteristics, and destinations as the Products. (c) Each representative of the Founding Shareholders on the Deadlock Committee shall submit to the Expert and exchange with the representative of the other Founding Shareholder, in accordance with a procedure to be established by the Expert, its position as to the course of action that should be followed by the Company to resolve the matters referred to the Expert. The Expert shall assess the submitted positions and make a recommendation to the representatives of each Founding Shareholder for further discussion within the Deadlock Committee, with a view toward the Deadlock Committee recommending a course of action to the Shareholders. The Expert’s recommendations to the Founding Shareholders’ representatives and the Deadlock Committee’s recommendations, if any, to the Shareholders, shall be purely advisory in nature and shall not be binding on the Company or any Shareholder. (d) Pending resolution of any unresolved matter referred to in Section 10.1 (Deadlock), no action shall be taken by the Company with respect to such matter and, subject to Section 13.4 (Default Plans), the status quo shall be maintained in respect of all aspects of the Company and the Project affected thereby.

Effect of Deadlock. (a) If, thirty (30) days after the receipt of all submissions made in accordance with Section 10.1 (Deadlock), the chief executive officers of each Parent Company, or their respective designees, are unable to reach an agreement on the matters which are the subject of the submissions, then a Founding Shareholder shall have the right to submit the unresolved matters to a committee designated for the purpose of considering, advising upon, and making recommendations in relation to the unresolved matters (the “Deadlock Committee”). The Deadlock Committee shall consist of three (3) members: one (1) designated representative appointed by each Founding Shareholder and an Expert appointed in accordance with the Dispute Resolution Procedures. (b) The Expert shall have direct and extensive experience in the chemical and petrochemical production and product marketing business, including, as appropriate: (i) the design, construction, commissioning, and testing of a world-scale integrated chemicals complex; (ii) the operation and maintenance of a world-scale integrated chemicals complex; and / or (iii) the marketing of chemical and petrochemical products having similar volumes, characteristics, and destinations as the Products. (c) Each representative of the Founding Shareholders on the Deadlock Committee shall submit to the Expert and exchange with the representative of the other Founding Shareholder, in accordance with a procedure to be established by the Expert, its position as to the course of action that should be followed by the Company to resolve the matters referred to the Expert. The Expert shall assess the submitted positions and make a recommendation to the representatives of each Founding Shareholder for further discussion within the Deadlock Committee, with a view toward the Deadlock Committee recommending a course of action to the Shareholders. The Expert’s recommendations to the Founding Shareholders’ representatives and the Deadlock Committee’s recommendations, if any, to the Shareholders, shall be purely advisory in nature and shall not be binding on the Company or any Shareholder. (d) Pending resolution of any unresolved matter referred to in Section 10.1 (Deadlock), no action shall be taken by the Company with respect to such matter and, subject to Section 13.4 (Default Plans), the status quo shall be maintained in respect of all aspects of the Company and the Project affected thereby.. - 54 -