Common use of Further Negotiation Clause in Contracts

Further Negotiation. (i) If, at any meeting contemplated in Section 12.1(a)(i) above, the Disputing Parties are unable to agree on a course of action to resolve such Dispute, any Disputing Party may declare an impasse (an “Impasse”) by giving written notice to each other Disputing Party (an “Impasse Notice”). Within twenty (20) Business Days after receipt of such Impasse Notice, the chief executive officer, president or a senior executive of the Parent of each Disputing Party shall meet in a good faith effort to reach accords that will end the Impasse. If a resolution is not effectuated by common accord that ends the Impasse within thirty (30) days after the date that such senior executive officers meet, any Disputing Party may declare a final Impasse (“Final Impasse”) by written notice to the Company and may, subject to Section 12.1(c) below, pursue litigation under Section 12.4. (ii) If, at any meeting contemplated in Section 12.1(a)(ii) above, the Board is unable to agree on a course of action to resolve such Board Deadlock, any Director may declare an Impasse by giving an Impasse Notice to the other Directors. Within twenty (20) Business Days after receipt of such Impasse Notice, the chief executive officer, president or a senior executive of each Parent of a Controlling Member shall meet in a good faith effort to reach accords that will end the Impasse. If a decision is not made by common accord that ends the Impasse within thirty (30) days after the date that such senior executive officers meet, any Member may declare a Final Impasse by written notice to the other Members. (iii) Prior to reaching a Final Impasse, the Board may decide to establish a subcommittee to pursue a resolution of the Dispute or Board Deadlock or to frame the Dispute or Board Deadlock for the executive meeting. The subcommittee shall function in only an advisory capacity or as otherwise determined unanimously by the Board. Each Controlling Member shall have the right to appoint a representative to such subcommittee, but if the subcommittee does not reach a resolution that resolves the Board Deadlock or Dispute within the timeframe specified by the Board in establishing the subcommittee, then a Final Impasse may be declared by any Member upon written notice to the other Members.