Cooling down procedure Clause Samples

The "Cooling down procedure" clause establishes a mandatory waiting period before certain actions or decisions can be finalized under the agreement. Typically, this clause requires parties to pause for a specified duration—such as several days or weeks—after giving notice of intent to terminate, dispute, or make a significant change. During this period, parties may reconsider their positions, seek resolution, or confirm their intentions. The core function of this clause is to prevent hasty decisions, encourage thoughtful reflection, and provide an opportunity for amicable resolution before irreversible steps are taken.
Cooling down procedure. 14.3.1 In the event that a Deadlock Notice has been delivered, the chief executive officer of FMO and [the Director of Financing (Directeur Financieringen)] of the State shall meet within ten (10) Business Days of the delivery date of the Deadlock Notice, whereby: (a) FMO shall procure the presence of the chief executive officer of FMO; and (b) the State shall procure the presence of [the Director of Financing (Directeur Financieringen)], at the date of this Agreement [▇▇ ▇▇▇▇▇▇▇], of the State. 14.3.2 At such meeting and for twenty (20) Business Days thereafter (the " Cooling Down Term"), the persons referred to in Clause 14.3.1 shall negotiate in good faith with a view to resolving their differences regarding the Deadlock Event. 14.3.3 If within the Cooling Down Term the persons referred to in Clause 14.3.1 have not procured: (a) withdrawal of the relevant proposal in writing; or (b) that the General Meeting has, as the case may be, validly adopted the relevant proposal,
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Cooling down procedure. ‌ 14.3.1 In the event that a Deadlock Notice has been delivered, the chief executive officer of FMO and [the Director of Financing (Directeur Financieringen)] of the State shall meet within ten (10) Business Days of the delivery date of the Deadlock Notice, whereby: (a) FMO shall procure the presence of the chief executive officer of FMO; and (b) the State shall procure the presence of [the Director of Financing (Directeur Financieringen)], at the date of this Agreement [▇▇ ▇▇▇▇▇▇▇], of the State. 14.3.2 At such meeting and for twenty (20) Business Days thereafter (the "Cooling Down Term"), the persons referred to in Clause 14.3.1 shall negotiate in good faith with a view to resolving their differences regarding the Deadlock Event. 14.3.3 If within the Cooling Down Term the persons referred to in Clause 14.3.1 have not procured: (a) withdrawal of the relevant proposal in writing; or (b) that the General Meeting has, as the case may be, validly adopted the relevant proposal, (i) FMO may exercise the Put Option in accordance with Clause 15 (Deadlock Put Option) and (ii) the State may exercise the Call Option in accordance with Clause 16 (Deadlock Call Option), each at their sole discretion.
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