Resolution of Deadlocks Sample Clauses

Resolution of Deadlocks. In the event of a deadlock among the Members with respect to any action, as declared in writing by any of the Members, the deadlock may be resolved by agreement between all of the members. Failing resolution by the Members, the Members shall enter into Arbitration as defined in Article XII herein.
Sample 1
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Resolution of Deadlocks. So long as the Board consists four (4) Directors, designated equally by the and the County, the possibility exists for a or deadlock, resulting in an inability of the Board to take action. Any such deadlock will be resolved in accordance with the provisions of Exhibit “1” attached hereto.
Sample 1
Resolution of Deadlocks. In the case of any deadlock by the Board of Managers with respect to any matter to be decided by the Board pursuant to this Agreement, or any deadlock by the Members with respect to any matter to be decided by them, the Members agree to submit such matter to the Chief Executive Officer of their ultimate parent for resolution. If such Chief Executive Officers are not able to resolve such deadlock within fifteen (15) days, then each of the Members shall have the right, at its option, to demand that a "shoot-out" be conducted pursuant to and in accordance with the procedures set forth in Section 12.02, provided that no Member may demand a "shoot-out" until at least thirty (30) days, and not more than ninety (90) days, after it has delivered a written "Fair Warning Notice" to each of the other Members describing the dispute in detail and expressly referencing this Section 12.01. No Member may demand a "shoot-out" pursuant to this Article XII after another Member has properly demanded a "shoot-out," unless such prior demand has been withdrawn.
Sample 1
Resolution of Deadlocks. In the event of a deadlock of ----------------------- the Board on any issue which does or threatens to materially and adversely affect the ability of the Company to conduct its business in the ordinary course, and such deadlock continues for a period of sixty (60) days, HFN and/or IMS-NET may submit the deadlocked issue to an independent, nationally recognized management consultant for final, binding resolution. The management consultant shall be selected by the Company's regularly retained independent auditors. The management consultant shall submit his/her/its decision/recommendations to the Board within thirty (30) days of the date of the submission of the dispute to him/her/it, which shall be binding on the Board and all parties. The cost of the management consultant's services shall be borne by the Company.
Sample 1
Resolution of Deadlocks. The parties shall diligently and in good faith discuss and try amicably to resolve all disputes, controversies or differences that arise out of or in relation to or in connection with this Agreement or the Ancillary Agreements at meetings of the Board of Directors of the Newco. If Limited and Toshiba are deadlocked on a particular dispute that requires both parties' approval, they shall formally state their position in writing to the other party within thirty (30) days after such deadlock arises, and within fifteen (15) days thereafter the senior representative of Limited and of Toshiba shall meet in Honolulu, Hawaii, or some other mutually agreeable location to discuss the matter in good faith.
Sample 1
Resolution of Deadlocks. (a) If a Voting Member (or in the case of a Deadlock on a Joint Series or Joint Series Operating Company matter, a Voting Member of such Joint Series or the Joint Series associated with such Joint Series Operating Company) reasonably determines that a Deadlock exists, such Voting Member may cause one of its Representatives, by written notice (a “Deadlock Notice”) to the other Voting Member (or in the case of a Deadlock on a Joint Series or Joint Series Operating Company matter, the Voting Member of such Joint Series or the Joint Series associated with such Joint Series Operating Company), to refer such Deadlock to senior executives of the Parents of the Voting Members of the Company (or in the case of a Deadlock on a Joint Series or Joint Series Operating Company matter, senior executives of the Parents of the Voting Members of such Joint Series or the Joint Series associated with such Joint Series Operating Company) or their designees. Such Deadlock Notice shall describe in reasonable detail the nature of the Deadlock. Each Voting Member (or in the case of a Deadlock on a Joint Series or Joint Series Operating Company matter, each Voting Member of such Joint Series or the Joint Series associated with such Joint Series Operating Company) shall cause the individual it designates to resolve the Deadlock promptly to consult and negotiate in good faith with the individual designated by the other Voting Member in an effort to resolve such Deadlock.
Sample 1
Resolution of Deadlocks. If, at any time, a Deadlock arises, then the following rules shall apply:
Sample 1
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Resolution of Deadlocks. In the event Southwest and Low, either through the Board or directly, are unable to reach a decision on any material matter that requires either the unanimous vote of the Members or the unanimous vote of the Board, including, but not limited to, financial goal disputes, after a period of fifteen (15) days when discussion of the action by the Board or the Members first commenced, either of the Members may require that the matter be decided pursuant to the terms and conditions of this Section 9 of this Article VII by sending written notice to the other Member. In order to resolve the matter, Southwest and Low shall (i) each present the issue to the Chief Executive Officers and/or Presidents of Southwest and Low who shall meet face-to-face or by telephone and who shall have one day to reach agreement, or (ii) utilize the dispute resolution procedures for mediation described in Article XVII, Section 7 of this Agreement.
Sample 1

Related to Resolution of Deadlocks

  • Resolution of Dispute Any dispute regarding this Agreement (including without limitation its validity, interpretation, performance, enforcement, termination and damages) shall be determined in accordance with the laws of the State of California, the United States of America. Any action under this paragraph shall not preclude any party hereto from seeking injunctive or other legal relief to which each party may be entitled.

  • Resolution of Disputes Any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Grantee and the Company for all purposes.

  • Governing Law; Resolution of Disputes This Agreement and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of Wisconsin. Any dispute arising out of this Agreement shall, at the Executive’s election, be determined by arbitration under the rules of the American Arbitration Association then in effect (in which case both parties shall be bound by the arbitration award) or by litigation. Whether the dispute is to be settled by arbitration or litigation, the venue for the arbitration or litigation shall be Milwaukee, Wisconsin or, at the Executive’s election, if the Executive is not then residing or working in the Milwaukee, Wisconsin metropolitan area, in the judicial district encompassing the city in which the Executive resides; provided, that, if the Executive is not then residing in the United States, the election of the Executive with respect to such venue shall be either Milwaukee, Wisconsin or in the judicial district encompassing that city in the United States among the thirty cities having the largest population (as determined by the most recent United States Census data available at the Termination Date) which is closest to the Executive’s residence. The parties consent to personal jurisdiction in each trial court in the selected venue having subject matter jurisdiction notwithstanding their residence or situs, and each party irrevocably consents to service of process in the manner provided hereunder for the giving of notices.

  • Resolution of Conflicts; Arbitration (i) In case the Securityholder Agent shall so object in writing to any claim or claims made in any Officer's Certificate, the Securityholder Agent and Parent shall attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims. If the Securityholder Agent and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties and shall be furnished to the Escrow Agent. The Escrow Agent shall be entitled to rely on any such memorandum and distribute shares of Parent Common Stock from the Escrow Fund in accordance with the terms thereof.

  • Deadlock Unless otherwise expressly set forth herein, in the event the Members are unable to reach agreement on or make a decision with respect to any matter on which the Members are entitled to vote, the matter shall be subject to the Internal Dispute Resolution Procedure described in Article 13 hereof.

  • Amicable Resolution (a) Save where expressly stated to the contrary in this Agreement, any dispute, difference or controversy of whatever nature between the Parties, howsoever arising under, out of or in relation to this Agreement (the "Dispute") shall in the first instance be attempted to be resolved amicably in accordance with the procedure set forth in Clause 12.1 (b).

  • Resolution of Claims The Company acknowledges that a settlement or other disposition short of final judgment may be successful on the merits or otherwise for purposes of Section 8(a)(i) if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Claim relating to an Indemnifiable Event to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with our without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise for purposes of Section 8(a)(i). The Company shall have the burden of proof to overcome this presumption.

  • Methods of Resolution of Disputes In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party’s request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its arbitration rules. The arbitration shall be conducted in Beijing. The arbitration award shall be final and binding on all Parties.

  • Resolution of Discrepancies In the event of any discrepancy between the information set forth in any report provided by the Custodian to the Company and any information contained in the books or records of the Company, the Company shall promptly notify the Custodian thereof and the parties shall cooperate to diligently resolve the discrepancy.

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