Resolution of Deadlocks Sample Clauses

Resolution of Deadlocks. In the event of a deadlock among the Managers with respect to any action to be taken, as declared in writing by either of the Managers, 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 Section 12 herein.
Sample 1
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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. 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
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. (b) If: (i) the individuals designated to resolve a Deadlock pursuant to Section 8.09(a) are unable to resolve such Deadlock within twenty (20) Days of delivery of the Deadlock Notice and such Deadlock is (A) both a Triggering Deadlock and a Pre-Operational Deadlock, or (B) both a Triggering Deadlock and an Operational Deadlock on an Ohio Series matter or an Ohio Operating Company matter; or (ii) there occurs a Revenue Allocation Deadlock, 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) may commence an arbitration pursuant to Section 13.04 (a “Deadlock Arbitration”) by delivering written notice to the other Voting Member (or in the case of a Deadlock on a Joint Series or Joint Series Operating Company matter, the other Voting Member of such Joint Series or the Joint Series associated with such Joint Series Operating Company) stating its intent to comme...
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. If, at any time, a Deadlock arises, then the following rules shall apply: (a) within three (3) Business Days of the occurrence of such Deadlock, the Parties that have appointed Board Members shall refer the matter subject of the Deadlock to their respective Representatives; who shall meet and use their best endeavors to resolve the Deadlock within five (5) Business Days following such referral, and if the Deadlock is resolved by the Representatives, such Representatives shall instruct their respective Directors in the Strategic Partner to vote at the Board, as agreed by the Representatives, and (b) if the Representatives are unable to resolve the Deadlock, then an Extraordinary SETA Shareholder Meeting shall be convened pursuant to Clause 3.1.1. and 3.1.5
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
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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

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.

  • Resolution of Differences Differences between the Employer and the Union as to the interpretation or application of the provisions of the Trust Agreement relating to employee benefits shall not be subject to the grievance or arbitration procedure established in any collective bargaining agreement. All such differences shall be resolved in the manner specified in the Trust Agreement.

  • Informal Resolution of Disputes 10.5.1 Upon receipt by one Party of notice of a dispute by the other Party pursuant to Section 10.3 or Section 10.4.5, each Party will appoint a knowledgeable, responsible representative to meet and negotiate in good faith to resolve any dispute arising under this Agreement. The location, form, frequency, duration, and conclusion of these discussions will be left to the discretion of the representatives. Upon agreement, the representatives may utilize other alternative Dispute Resolution procedures such as mediation to assist in the negotiations. Discussions and the correspondence among the representatives for purposes of settlement are exempt from discovery and production and will not be admissible in the arbitration described below or in any lawsuit without the concurrence of both Parties. Documents identified in or provided with such communications that were not prepared for purposes of the negotiations are not so exempted, and, if otherwise admissible, may be admitted in evidence in the arbitration or lawsuit.

  • 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 Disagreements Disputes arising under this Agreement will be resolved informally by discussions between Agency Points of Contact, or other officials designated by each agency.

  • Resolution of Conflicts; Arbitration (i) In case the Shareholder Representative shall object in writing to any claim or claims made in any Officer's Certificate within thirty (30) days after delivery of such Officer's Certificate, the Shareholder Representative 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 Shareholder Representative and Parent should so agree, a memorandum setting forth such agreement shall be prepared and signed by both parties. If any claim against the Escrow Fund was sought, such memorandum shall be furnished to the Escrow Agent and the Escrow Agent shall be entitled to rely on any such memorandum and make payment out of the Escrow Fund in accordance with the terms thereof. (ii) If no such agreement can be reached after good faith negotiation (or in any event after 60 days from the date of the Officer's Certificate), either Parent or the Shareholder Representative may demand arbitration of the matter unless the amount of the damage or loss is at issue in pending litigation with a third party, in which event arbitration shall not be commenced until such amount is ascertained or both parties agree to arbitration; and in either such event the matter shall be settled by arbitration conducted by three arbitrators. Parent and the Shareholder Representative shall each select one arbitrator, and the two arbitrators so selected shall select a third arbitrator. The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys' fees and costs, to the same extent as a court of law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The decision of a majority of the three arbitrators as to the validity and amount of any claim in such Officer's Certificate shall be binding and conclusive upon the parties to this Agreement. Notwithstanding anything in Section 7.2(e) hereof, the Escrow Agent shall be entitled to act in accordance with such decision and make or withhold payments out of the Escrow Fund in accordance therewith. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrators. (iii) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction. Any such arbitration shall be held in Santa Xxxxx County, California under the rules then in effect of the American Arbitration Association. The arbitrators shall determine how all expenses relating to the arbitration shall be paid, including without limitation, the respective expenses of each party, the fees of each arbitrator and the administrative fee of the American Arbitration Association.

  • 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.

  • Full Settlement; Resolution of Disputes (a) The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and, except as provided in Section 6(a)(ii) of this Agreement, such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay promptly as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code. (b) If there shall be any dispute between the Company and the Executive (i) in the event of any termination of the Executive's employment by the Company, whether such termination was for Cause, or (ii) in the event of any termination of employment by the Executive, whether Good Reason existed, then, unless and until there is a final, nonappealable judgment by a court of competent jurisdiction declaring that such termination was for Cause or that the determination by the Executive of the existence of Good Reason was not made in good faith, the Company shall pay all amounts, and provide all benefits, to the Executive and/or the Executive's family or other beneficiaries, as the case may be, that the Company would be required to pay or provide pursuant to Section 6(a) of this Agreement as though such termination were by the Company without Cause or by the Executive with Good Reason; provided, however, that the Company shall not be required to pay any disputed amounts pursuant to this paragraph except upon receipt of an undertaking by or on behalf of the Executive to repay all such amounts to which the Executive is ultimately adjudged by such court not to be entitled.

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