Common use of Stalemate Clause in Contracts

Stalemate. In the event the Managers are unable to agree upon a matter to be decided by the Board (a “Stalemate”), the Managers agree to engage in discussions to attempt in good faith to negotiate a resolution of the matter in question. The meeting to do so shall be held promptly, but in no event later than ten (10) business days after the determination that a Stalemate on an issue has occurred (a “Stalemate Determination”). If the Managers are unable to resolve the Stalemate after reasonable attempts have been made, which shall be no more than thirty (30) days after the date of the Stalemate Determination (unless a longer or shorter time is agreed upon by unanimous consent of the Board), the Board shall utilize the services of the American Arbitration Association (“AAA”), in Denver, Colorado, to appoint an arbitrator to resolve the Stalemate. The Board shall immediately contact the AAA and open a proceeding to appoint a single arbitrator to decide the Stalemate. The arbitrator so appointed shall be chosen by the Managers by mutual agreement from a list of proposed arbitrators designated by the AAA, who have expertise in the area of the Company’s Business, and to the extent feasible, taking into account the specific matter to be determined by the arbitrator. If the Managers cannot agree on an arbitrator by consent within ten (10) business days of receipt of the proposed list of arbitrators, one shall be appointed by the AAA in accordance with its Commercial Rules. The Board and the arbitrator shall meet as soon as practicable after the appointment of the arbitrator, and shall agree on the parameters of the proceeding to decide the Stalemate, with emphasis on a determination being made in as expeditious and cost-effective a manner as possible. Each of the Managers shall be entitled to present relevant information to assist the arbitrator in reaching a decision. The decision of the arbitrator shall be in writing and shall be binding on the Board and the Members. No appeal of such decision shall be taken to a court or other adjudicatory body by any Manager, Member or other Person. All costs and expenses of the arbitration shall be born by the Company.

Stalemate. In the event the Managers on the Board are unable to agree upon a matter to be decided by the Board (a “"Stalemate”"), the Managers agree to engage in discussions to attempt in good faith to negotiate a resolution of the matter in question. The meeting to do so shall be held promptly, but in no event later than ten (10) business days after the determination that a Stalemate on an issue has occurred (a “"Stalemate Determination”"). If the Managers are unable to resolve the Stalemate after reasonable attempts have been made, which shall be no more than thirty (30) days after the date of the Stalemate Determination (unless a longer or shorter time is agreed upon by unanimous consent of the Board), the Board shall utilize the services of the American Arbitration Association (“"AAA”"), in Denver, Colorado, to appoint an arbitrator to resolve the Stalemate. The Board shall immediately contact the AAA and open a proceeding to appoint a single arbitrator to decide the Stalemate. The arbitrator so appointed shall be chosen by the Managers Members by mutual agreement from a list of proposed arbitrators designated by the AAA, who have expertise in the area of the Company’s 's Business, and to the extent feasible, taking into account the specific matter to be determined by the arbitrator. If the Managers Board cannot agree on an arbitrator by consent within ten (10) business days of receipt of the proposed list of arbitratorsconsent, one shall be appointed by the AAA in accordance with its Commercial Rules. The Board and the arbitrator shall meet as soon as practicable after the appointment of the arbitrator, and shall agree on the parameters of the proceeding to decide the Stalemate, with emphasis on a determination being made in as expeditious and cost-effective a manner as possible. Each of the Managers shall be entitled to present relevant information to assist the arbitrator in reaching a decision. The decision of the arbitrator shall be in writing writing, and shall be binding on the Board and the Members. No appeal of such decision shall be taken to a court or other adjudicatory body by any and Manager, Member or other Person. All costs and expenses of the arbitration shall be born borne by the Company.