JV Deadlock Sample Clauses
A JV Deadlock clause defines the procedures to follow when joint venture partners are unable to reach agreement on key decisions, resulting in a deadlock. Typically, this clause outlines specific issues that can trigger a deadlock, such as budget approvals or major business changes, and prescribes steps for resolution, which may include escalation to senior management, mediation, or even buy-sell mechanisms. Its core function is to provide a clear and structured process for resolving impasses, thereby minimizing disruption to the joint venture and protecting the interests of all parties involved.
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JV Deadlock. 9.1.1 Subject to Clause 9.1.2, any two JV Directors appointed by the same JV Shareholder may declare in writing to all JV Directors that a JV Deadlock (“JV Deadlock”) has occurred where (i) in their view, acting in good faith, a serious issue, dispute, claim or difference has arisen or there has been a breakdown in the relations of the JV Board that will materially affect the day to day operation of and/or the long term development of the JV Business; or (ii) despite all reasonable endeavours by the JV Board to reach agreement, there has been a persistent failure on the part of the JV Directors to approve a JV Shareholder Reserved Matter having raised the matter at 3 separate meetings of the JV Board which will all be held within 20 Business Days of the date of the JV Deadlock has been raised.
9.1.2 A JV Deadlock may not be declared in respect of the following:-
9.1.2.1 any Consolidation Reserved Matter ;
9.1.2.2 any discussion and/or disagreement in respect of the provision and/or availability and/or the draw down of any additional funding by any JV Shareholder pursuant to Clause 4.1.5;
9.1.2.3 any failure by a JV Shareholder to give its consent pursuant to Clauses 11.1 and 11.3;
9.1.2.4 any discussion and/or disagreement in respect of any non-material matter whether or not provided for in this Agreement that will not materially affect the day to day operation of and/or long term development of JV Co and the JV Business.