DEADLOCK PROVISION Clause Samples
A Deadlock Provision is a contractual mechanism designed to resolve situations where parties involved in a joint venture, partnership, or similar arrangement are unable to reach agreement on key decisions. Typically, this clause outlines specific procedures to follow when a deadlock occurs, such as escalation to higher management, mediation, or even triggering a buy-sell process where one party can buy out the other. The core function of a Deadlock Provision is to prevent prolonged stalemates that could paralyze the business, ensuring that disagreements do not indefinitely hinder operations or decision-making.
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DEADLOCK PROVISION. The Members agree that “Member” for purposes of this Section 11 shall not include LPN Corporation, and the Interests held by LPN Corporation shall be included in the Interests held by LPN. In the event that the Members are divided on a material issue and cannot agree on the conduct of the business and affairs of the Company, then a deadlock between the Members shall be deemed to have occurred and the Members may proceed under this Section 11. Upon the occurrence of a deadlock, one Member (hereinafter referred to as the “Offeror”) may elect to sell its Interests in the Company to the other Member (hereinafter referred to as the “Offeree”) by notifying the Offeree in writing of the offer to sell, stating the aggregate amount payable in cash liv 4850-8819-3010\6 LP BIOSCIENCES LLC amended and restated operating agreement for which the Offeror would sell its entire Interests in the Company to the Offeree. The notice from the Offeror to Offeree must be accompanied by written proof of funds held by the Offeror (or a binding financing or funding commitment by a third party), in an amount sufficient for the Offeror to purchase the Interests of the Offeree, if the Offeree elects to sell its Interests in accordance with this Section. The Offeree shall have the right to purchase the entire Interests of the Offeror at the designated cash price and terms set forth in the written notice from the Offeror, or to sell the entire Interests of the Offeree to the Offeror at such designated cash price and terms, whichever the Offeree may elect, provided for clarity, Offeree’s option to sell its entire Interests to the Offeror shall be only for like Interests in the sale offer. The sale offer, when made by the Offeror, is irrevocable for thirty (30) days. The Offeree shall have thirty (30) days from the receipt of such sale offer to make its election, that is, either to purchase such Interests of the Offeror at the cash price set forth in the sale offer or to sell its own like Interests to the Offeror at the cash price set forth in the sale offer, which shall be made in writing executed by the Offeree and stating the nature of the election. The decision of the Offeree shall be binding upon both Members. The failure of the Offeree to timely respond to a sale offer under the provisions hereof shall be deemed to be the binding agreement of the Offeree to purchase the entire like Interests of the Offeror for the cash price and on the other terms set forth in the sale notice. A Memb...
DEADLOCK PROVISION. In the event the owners of Parcel 1 and Parcel 2 are divided on a material issue and cannot agree on the conduct and affairs set forth herein, then a deadlock between the owners of Parcel 1 and Parcel 2 shall be deemed to have occurred. Upon the occurrence of a deadlock, the deadlock shall be broken by the owners as follows: