Common use of Deadlock Clause in Contracts

Deadlock. In the event the Joint Venturers are divided on a material issue and cannot agree on the conduct of the business and affairs of the Joint Venture, then a deadlock between the Joint Venturers shall be deemed to have occurred. Upon the occurrence of a deadlock, one Joint Venturer (hereinafter referred to as the "Offeror") may elect to purchase the Joint Venture interest of the other Joint Venturer (hereinafter referred to as the "Offeree") at a price calculated as the Offeree's percentage interest in a total purchase price for all of the assets of the Joint Venture. The Offeror shall notify the Offeree in writing of the offer to purchase, stating the total purchase price for all of the assets of the Joint Venture, and the price offered for the Offeree's Joint Venture interest expressed as the Offeree's percentage interest in the Joint Venture assets multiplied by the total purchase price for all of the assets of the Joint Venture. The Offeree shall have the right to buy the interest of the Offeror at the designated price and terms, or to sell the Offeree's interest to the Offeror at the designated price and terms, whichever the Offeree may elect. The offer, when made by the Offeror, is irrevocable for thirty (30) days. The Offeree shall have ten (10) days from the receipt of such offer to make its election, that is, either to buy such interest of the Offeror or to sell its own interest, which shall be made in writing executed by the Offeree and stating the nature of the election. A Joint Venturer which is obligated to purchase the interest of another Joint Venturer pursuant to the provisions hereof shall have twenty (20) days from the date of receipt of the written election from such other Joint Venturer to pay the designated price and satisfy the terms of such purchase. Should the Joint Venturer who has received an offer to sell or buy fail to make the election required herein in a timely fashion, then such non-responding party shall be deemed to have elected and agreed to sell or buy, as the case may be, according to the terms of the offer.

Deadlock. In the event the Joint Venturers are divided on a material issue and cannot agree on the conduct of the business and affairs of the Joint Venture, then a deadlock between the Joint Venturers shall be deemed to have occurred. Upon the occurrence of a deadlock, one Joint Venturer (hereinafter referred to as the "“Offeror"”) may elect to purchase the Joint Venture interest of the other Joint Venturer (hereinafter referred to as the "“Offeree"”) at a price calculated as the Offeree's percentage interest in a total purchase price for all of the assets of the Joint Venture. The Offeror shall notify the Offeree in writing of the offer to purchase, stating the total purchase price for all of the assets of the Joint Venture, and the price offered for the Offeree's Joint Venture interest expressed as the Offeree's percentage interest in the Joint Venture assets multiplied by the total purchase price for all of the assets of the Joint Venture. The Offeree shall have the right to buy the interest of the Offeror at the designated price and terms, or to sell the Offeree's interest to the Offeror at the designated price and terms, whichever the Offeree may elect. The offer, when made by the Offeror, is irrevocable for thirty (30) days. The Offeree shall have ten (10) days from the receipt of such offer to make its election, that is, either to buy such interest of the Offeror or to sell its own interest, which shall be made in writing executed by the Offeree and stating the nature of the election. A Joint Venturer which is obligated to purchase the interest of another Joint Venturer pursuant to the provisions hereof shall have twenty (20) days from the date of receipt of the written election from such other Joint Venturer to pay the designated price and satisfy the terms of such purchase. Should the Joint Venturer who has received an offer to sell or buy fail to make the election required herein in a timely fashion, then such non-responding party shall be deemed to have elected and agreed to sell or buy, as the case may be, according to the terms of the offer.

Deadlock. In (a) Subject to the event terms and provisions hereof, if the Joint Venturers Members or the Managers are divided on a material issue and cannot unable to agree on the conduct any of the business matters described in this Agreement, including, but not limited to Section 10(f) and affairs Section 10(g) hereof and such disagreement continues for [thirty (30)] days despite good faith deliberations by the Members or the Managers, as applicable (“Deadlock”), then either Member shall be entitled to exercise the buy-sell rights set forth in this Section 11(a) by delivering a Buy-Sell Offer Notice (as defined herein). The provisions of this Section 11(a) shall not apply with respect to any disagreement regarding the CNQC Option. (b) If a Member wishes to exercise the buy-sell right provided in this Agreement, such Member (the “Initiating Member”) shall deliver to the other Member (the “Responding Member”) written notice (the “Buy-Sell Offer Notice”) of such election, which notice shall include (i) a description of the Joint Venturecircumstances that triggered the buy-sell right, then a deadlock and (ii) the purchase price (which shall be payable exclusively in cash (unless otherwise agreed)) at which the Initiating Member shall purchase all of the Interests owned by the Responding Member (the “Buy-out Price”) or sell all of its Interests to the Responding Member (the “Sell-out Price”), with any difference between the Joint Venturers Buy-out Price and the Sell-out Price based solely on each Member’s Interest in the Company, without regard to any market discount or premium from differences in such proportionate interests. The Member who first delivers the Buy-Sell Offer Notice to the other Member shall be the Initiating Member. (c) Within [thirty (30)] days after the Buy-Sell Offer Notice is received (the “Buy-Sell Election Date”), the Responding Member shall deliver to the Initiating Member a written notice (the “Response Notice”) stating whether it elects to sell all of its Interests to the Initiating Member for the Buy-out Price or buy all of the Interests owned by the Initiating Member for the Sell-out Price. The failure of the Responding Member to deliver the Response Notice by the Buy-Sell Election Date shall be deemed to have occurred. Upon the occurrence of a deadlock, one Joint Venturer (hereinafter referred be an election to as the "Offeror") may elect to purchase the Joint Venture interest of the other Joint Venturer (hereinafter referred to as the "Offeree") at a price calculated as the Offeree's percentage interest in a total purchase price for sell all of its Interests to the assets of the Joint Venture. The Offeror shall notify the Offeree in writing of the offer to purchase, stating the total purchase price for all of the assets of the Joint Venture, and the price offered for the Offeree's Joint Venture interest expressed as the Offeree's percentage interest in the Joint Venture assets multiplied by the total purchase price for all of the assets of the Joint Venture. The Offeree shall have the right to buy the interest of the Offeror Initiating Member at the designated price Buy-out Price. (d) The closing of any purchase and terms, or to sell the Offeree's interest to the Offeror at the designated price and terms, whichever the Offeree may elect. The offer, when made by the Offeror, is irrevocable for thirty (30) days. The Offeree shall have ten (10) days from the receipt sale of such offer to make its election, that is, either to buy such interest of the Offeror or to sell its own interest, which shall be made in writing executed by the Offeree and stating the nature of the election. A Joint Venturer which is obligated to purchase the interest of another Joint Venturer Interests pursuant to this Section 11 shall take place [fifteen (15)] days after the provisions hereof shall have twenty (20) days from the date of receipt of the written election from such other Joint Venturer to pay the designated price and satisfy the terms of such purchase. Should the Joint Venturer who has received an offer to sell Response Notice is delivered or buy fail to make the election required herein in a timely fashion, then such non-responding party shall be deemed to have elected and been delivered or some other date mutually agreed to sell upon by the parties. The Buy-out Price or buythe Sell-out Price, as the case may be, according shall be paid at closing by wire transfer of immediately available funds to an account designated in writing by the selling Member (the “Selling Member”). At the closing, the Selling Member shall deliver to the terms purchasing Member (the “Purchasing Member”) good and marketable title to its Interests, free and clear of all liens and encumbrances. Each Member agrees to cooperate and take all actions and execute all documents reasonably necessary or appropriate to reflect the purchase of the offerSelling Member’s Interest by the Purchasing Member. (e) If the Purchasing Member defaults in any of its material closing obligations, then the Selling Member shall have the option to purchase the Purchasing Member’s entire Interest at a price that is equal to [85]% of the purchase price of the Purchasing Member’s Interest determined in accordance with Section 11(b) above.

Deadlock. In The Parties and their respective PERMITTED NOMINEES expressly agree and confirm that in case of any major impasse / deadlock having arisen in the event operation of the Joint Venturers are divided on a JVC which pertains and is material issue and cannot agree on to the conduct further or future operation of the business of JVC, the Parties shall cause their nominated directors to prepare and affairs circulate to the other Party or Parties a memorandum or a statement setting out its position on the issue on which there is disagreement and its reasons for adopting such position. Each such memorandum or statement shall then be considered by the chairman of managing board of GPL, SEIL and TIC then holding office who shall use their best endeavours to resolve such an impasse / deadlock. Such process shall be completed within a period of 45 (forty-five) days of the Joint Ventureimpasse/deadlock having arisen, then unless such period is extended by mutual agreementby three chairman. An impasses / deadlock arises on the date one Party receives a written communication from the other conveying the basis of such other Party coming to the conclusion of which the deadlock between is and how it has arisen. Despite the Joint Venturers aforesaid if the panel of the chairman is unable to resolve the impasse / deadlock, that the deadlock shall be deemed to have occurredbe a major impasse / deadlock and in the event ultimate solution of any major impasses/deadlock shall be as provided hereinafter in this Clause. Upon In the occurrence of a deadlock, one Joint Venturer (hereinafter event any Party(hereinafter referred to as “Selling Party”) desires to sell its shareholding in the "Offeror"JVC, the other Parties(hereinafter referred to as “Purchasing Parties”) may elect shall have the first right to inquire it including its PERMITTED NOMINEES to sell its shareholding to themselves at a fair price which shall be determined in accordance with Clause 5.3 of this Agreement. In case Purchasing Parties have notified Selling Party in writing that it or its PERMITTED NOMINEES do not wish to purchase the Joint Venture interest entire shareholding of Selling Party including its PERMITTED NOMINEES, in that event, Selling Party shall be entitled to sell all the other Joint Venturer (hereinafter referred share held by it/its PERMITTED NOMINEES to as the "Offeree") a third party at a price calculated as not less than the Offeree's percentage interest fair price referred to in Clause 14.1, provided that such a total purchase price for all of the assets of the Joint Venture. The Offeror shall notify the Offeree third party is acceptable to Purchasing Parties and agree in writing as a condition precedent to the transfer of the offer share to purchase, stating the total purchase price for all of the assets of the Joint Venture, and the price offered for the Offeree's Joint Venture interest expressed as the Offeree's percentage interest in the Joint Venture assets multiplied it to be bound by the total purchase price for all terms and conditions of the assets of the Joint Venturethis Agreement as though it was a signatory to this Agreement. The Offeree shall have the right to buy the interest of the Offeror at the designated price and terms, or to sell the Offeree's interest to the Offeror at the designated price and terms, whichever the Offeree may elect. The offer, when made by the Offeror, is irrevocable for thirty (30) days. The Offeree shall have ten (10) days from the receipt of such offer to make its election, that is, either to buy such interest of the Offeror or to sell its own interest, which shall be made in writing executed by the Offeree and stating the nature of the election. A Joint Venturer which is obligated to purchase the interest of another Joint Venturer pursuant to the provisions hereof shall have twenty (20) days from the date of receipt of the written election from such other Joint Venturer to pay the designated price and satisfy the terms of such purchase. Should the Joint Venturer who Once an impasses/ deadlock has received an offer to sell or buy fail to make the election required herein in a timely fashion, then such non-responding party shall be deemed to have elected and agreed to sell or buyarisen till such time the impasses/ deadlock is resolved, as the case may be, according to the terms directors of the offerBoardshall function as trustees for the smooth and continued operation and functioning of the JVC.

Deadlock. In (a) If the event the Joint Venturers Members are divided unable to reach an agreement on or with respect to a material issue and cannot agree on action requiring the conduct joint approval of the business and affairs of the Joint Venturethem, then a deadlock between the Joint Venturers shall be deemed to have occurred. Upon the occurrence of a deadlock, one Joint Venturer either Member (hereinafter referred to as the "Offeror") may elect may, by written notice to purchase the Joint Venture interest of the other Joint Venturer Member (hereinafter referred to as the "Offeree") at ), within 30 days after the date that the Members are unable to reach an agreement as described above, set forth a purchase price calculated as (the "Statement"), which shall represent the dollar amount that the Offeror would be willing to pay for the Ownership Percentage of the Offeree, expressed on the basis of a purchase price for a 1% Ownership Percentage, which purchase price shall then be multiplied by the Offeree's percentage interest in a total Ownership Percentage (or Offeror's Ownership Percentage, as the applicable case may be) to determine an aggregate purchase price (a "Purchase Price") for all such Offeree. In the event that no Member sends a Statement within the foregoing 30-day period, the Management Committee shall cause the Company to be dissolved in accordance with Article IX hereof. (b) Upon receipt of a Statement, the Offeree shall then be obligated either to (i) purchase the Ownership Percentage of the assets of Offeror for its Purchase Price, or (ii) sell to the Joint Venture. The Offeror shall notify the Offeree in writing of the offer to purchase, stating the total purchase price its Ownership Percentage for all of the assets of the Joint Venture, and the price offered for the Offeree's Joint Venture interest expressed as the Offeree's percentage interest in the Joint Venture assets multiplied by the total purchase price for all of the assets of the Joint Ventureits Purchase Price. The Offeree shall have the right give written notice of its election to buy the interest of the Offeror at the designated price and termspurchase or sell, or to sell the Offeree's interest as applicable, to the Offeror at within 30 days after receipt of the designated price and terms, whichever Statement. Failure by the Offeree may elect. The offer, when made by the Offeror, is irrevocable for thirty (30) days. The Offeree shall have ten (10) days from the receipt of such offer to make its election, that is, either to buy such interest of give the Offeror or written notice within such time period shall be a conclusive election to sell its own interestOwnership Percentage. (c) The closing of any sale of a Ownership Percentage pursuant to this Section 9.1(c) (the "Closing") shall take place at the principal office of the Company, on a Business day specified by the purchasing Member, which shall be made in writing executed not more than 120 days after the receipt by the Offeree and stating the nature Offeror of the electionwritten notice of election from the Offeree or after the expiration of the time within which the Offeree must so elect if no notice is given. A Joint Venturer which is obligated The Purchase Price shall be paid in full in cash at the Closing; provided, however, that any unpaid portion of a selling Member's Additional Capital Contribution required by Article III hereof must be paid or cured out of the proceeds payable to purchase the interest selling Member from such sale at the Closing; provided further, however, that the selling Member shall be repaid any loans by such Member to the Company and shall be released from all recourse liabilities of another Joint Venturer the Company and any guaranty of Company debt. The sale of an Ownership Percentage pursuant to the provisions hereof this Section 9.1 shall have twenty (20) days from be deemed effective as of the date of receipt of the written election from such other Joint Venturer to pay the designated price and satisfy the terms of such purchase. Should the Joint Venturer who has received an offer to sell or buy fail to make the election required herein in a timely fashion, then such non-responding party shall be deemed to have elected and agreed to sell or buy, as the case may be, according to the terms of the offerClosing.

Deadlock. In 17.1 If at any time a Deadlock exists or occurs: (a) any Shareholder may convene, by written notice to the event other Shareholder, a meeting of at least one (1) representative of each Shareholder, at the Joint Venturers are divided on a material issue and cannot agree registered office of the Company on the conduct date specified in the notice. This date must not be less than seven (7) days and not more than fourteen (14) days after the date on which the notice is issued (“Notice Date”). (b) each of the business and affairs Shareholders undertakes that its representative must use all reasonable efforts to resolve the Deadlock. (a) If the Deadlock is not resolved at the meeting referred to in Clause 17.1 or any subsequent meetings or negotiations within fourteen (14) days after the Notice Date, any Shareholder (the “Offeror”) may offer in writing (the “Offer”) to purchase the Shares of the Joint Ventureother Shareholder (the “Offerees”) at the Prescribed Price. Within one (1) month of the making of the Offer, then a deadlock between the Joint Venturers Offeree shall be deemed to have occurred. Upon either: (i) accept the occurrence of a deadlock, one Joint Venturer Offer; or DRA (hereinafter referred to as the "Offeror"ii) may elect to purchase the Joint Venture interest of the other Joint Venturer (hereinafter referred to as the "Offeree") at a price calculated as the Offeree's percentage interest in a total purchase price for all of the assets of the Joint Venture. The Offeror shall notify the Offeree in writing of the offer to purchase, stating the total purchase price for all of the assets of the Joint Venture, and the price offered for the Offeree's Joint Venture interest expressed as the Offeree's percentage interest in the Joint Venture assets multiplied by the total purchase price for all of the assets of the Joint Venture. The Offeree shall have the right to buy the interest Shares of the Offeror at the designated same price and terms, or pro rata which the Offeror shall then be obliged to sell accept. If the Offeree's interest Offeree fails to respond to the Offeror at the designated price and termsOffer within one (1) month, whichever the Offeree may elect. The offer, when made by the Offeror, is irrevocable for thirty (30) days. The Offeree shall have ten (10) days from the receipt of such offer to make its election, that is, either to buy such interest of the Offeror or to sell its own interest, which shall be made in writing executed by the Offeree and stating the nature of the election. A Joint Venturer which is obligated to purchase the interest of another Joint Venturer pursuant to the provisions hereof shall have twenty (20) days from the date of receipt of the written election from such other Joint Venturer to pay the designated price and satisfy the terms of such purchase. Should the Joint Venturer who has received an offer to sell or buy fail to make the election required herein in a timely fashion, then such non-responding party shall it will be deemed to have elected accepted the Offer. Completion of the sale and agreed purchase of the Shares pursuant to sell or buy, as the case may be, according this Clause shall be subject to the terms Appropriate Approvals having been obtained. (b) Upon acceptance or deemed acceptance of the offerOffer, or election to purchase by the Offeree, the Shareholders shall effect the sale and purchase of the Shares, and the provisions of Clause 18 shall apply as if a Transfer Notice had been served in respect of all of the Shares by the selling Shareholder and accepted by the acquiring Shareholder at the Prescribed Price. (c) Upon any transfer of Shares under this Clause, the selling Shareholder shall cause all the Directors nominated by it to resign from their office without any claim or compensation for loss of office or otherwise. (d) If no Offer is made or accepted, or the Shareholders cannot otherwise agree on the transfer of Shares between themselves, any Shareholder may, by notice in writing to the other Shareholder, require a general meeting to be convened and other actions to be taken for the purpose of windingup the Company and the provisions of Clauses 24.1(b)(ii) and 24.1(b)(iii) shall apply mutatis mutandis.

Deadlock. In the event the Joint Venturers are divided on a material issue and cannot agree on the conduct of the business and affairs of the Joint Venture, then a deadlock between the Joint Venturers shall be deemed to have occurred. Upon the occurrence of a deadlock, one Joint Venturer Ventures (hereinafter referred to as the "“Offeror"”) may elect to purchase the Joint Venture interest of the other Joint Venturer Ventures (hereinafter referred to as the "“Offeree"”) at a price calculated as the Offeree's ’s percentage interest in a total purchase price for all of the assets of the Joint Venture. The Offeror shall notify the Offeree in writing of the offer to purchase, stating the total purchase price for all of the assets of the Joint Venture, and the price offered for the Offeree's ’s Joint Venture interest expressed as the Offeree's ’s percentage interest in the Joint Venture assets multiplied by the total purchase price for all of the assets of the Joint Venture. The Offeree shall have the right to buy the interest of the Offeror at the designated price and terms, or to sell the Offeree's ’s interest to the Offeror at the designated price and terms, whichever the Offeree may elect. The offer, when made by the Offeror, is irrevocable for thirty (30) days. The Offeree shall have ten (10) days from the receipt of such offer to make its election, that is, either to buy such interest of the Offeror or to sell its own interest, which shall be made in writing executed by the Offeree and stating the nature of the election. A Joint Venturer which is obligated to purchase the interest of another Joint Venturer pursuant to the provisions hereof shall have twenty (20) days from the date of receipt of the written election from such other Joint Venturer to pay the designated price and satisfy the terms of such purchase. Should the Joint Venturer who has received an offer to sell or buy fail to make the election required herein in a timely fashion, then such non-responding party shall be deemed to have elected and agreed to sell or buy, as the case may be, according to the terms of the offer.

Deadlock. In the event the Joint Venturers Parties are divided on a material issue and cannot agree on the conduct of the business and affairs there's of the Joint Ventureproject, then a deadlock between the Joint Venturers parties shall be deemed to have occurred. Upon the occurrence of a deadlock, one Joint Venturer (hereinafter referred to as the "Offeror") party may elect to purchase the Joint Venture interest of the other Joint Venturer (hereinafter referred to as the "Offeree") at a price calculated as the Offeree's percentage interest in a total purchase price for all of the assets of the Joint VentureProject. The Offeror offeror shall notify the Offeree offeree in writing of the offer to purchase, stating the total purchase price for all of the assets of the Joint VentureProject, and the price offered for the Offeree's Joint Venture ’s project interest expressed as the Offeree's percentage interest in the Joint Venture Project assets multiplied by the total purchase price for of all of the assets of the Joint VentureProject. The Offeree shall have the right to buy the interest of the Offeror Offer were at the designated price and terms, or to sell the Offeree's interest to the Offeror offeror at the designated price and terms, terms whichever the Offeree offeree may elect. The offer, when made by the Offeror, offeror is irrevocable for thirty (30) 30 days. The Offeree shall have ten (10) 10 days from the receipt of such offer to make its election, that is, either to buy such interest of the Offeror Offer or to sell its own interest, which shall be made in writing executed by the Offeree and stating the nature of the election. A Joint Venturer party which is obligated to purchase the interest of another Joint Venturer Party pursuant to the provisions hereof shall have twenty (20) 20 days from the date of receipt of the written election from such other Joint Venturer party to pay the designated price and satisfy the terms of such purchase. Should the Joint Venturer Party who has received an offer to sell or buy fail failed to make the election required herein in a timely fashion, then such non-responding party shall be deemed to have elected and agreed to sell or buy, as the case may be, according to the terms of the offer.

Deadlock. In the event a Joint Venturer(s) shall refuse to consent to the exercise of any power set forth in Section 6.03.a when the majority of the percentage ownership (as set forth in Article III) of the Joint Venture have so agreed or consented, or in the event the Joint Venturers are divided on a material issue and cannot agree on the conduct of the business and affairs of the Joint Venture, then a deadlock between the Joint Venturers shall be deemed to have occurred. Upon the occurrence of a deadlock, one the other Joint Venturer Venturers (hereinafter referred to as the "OfferorOfferors") may elect to purchase the Joint Venture interest of the other Joint Venturer Venturer(s) refusing to consent to the exercise of such power or to proposals relative to the conduct of the business and affairs of the Joint Venture (hereinafter referred to as the "Offeree") at a the price calculated as the Offeree's percentage interest in a the total purchase price value (as determined solely by the Offerors without the need for outside assistance) of all of the assets of the Joint Venture, but such total value shall never be less than their book value. The Offeror Offerors shall notify the Offeree in writing of the offer election to purchase, stating the total purchase price for value of all of the assets of the Joint Venture, and the price offered for the Offeree's Joint Venture interest expressed as the Offeree's percentage interest in the Joint Venture assets (as set forth in Article III) multiplied by the total purchase price for value of all of the assets of the Joint Venture. The Offeree shall have the right to buy the interest of the Offeror at Offerors on the designated price and termssame terms based upon the Offerors' percentage interests in the total value of all Joint Venture assets (as stated by the Offerors), or to sell the Offeree's interest to the Offeror Offerors at the designated price and terms, whichever the Offeree may elect. The offer, when made by the Offeror, is irrevocable for Offeree shall have thirty (30) days. The Offeree shall have ten (10) days from the receipt of such offer to make his, her or its election, that is, either to buy such interest of the Offeror Offerors or to sell his, her or its own interest, which shall be made in writing executed by the Offeree and stating the nature of the election. A Joint Venturer which who is then obligated to purchase the interest of another Joint Venturer pursuant to the provisions hereof shall have twenty (20) days from the date of receipt of the written election from such other Joint Venturer to pay the designated specified price and satisfy the terms of such purchase. . Should the a Joint Venturer who has received an offer to sell or buy fail to make the election required herein in a timely fashion, then such non-responding party shall will be deemed to have elected and agreed to sell or buysell, as the case may be, according to the terms of the offer. No offers under this Section may be revoked in an attempt to try to defeat the provisions of this Section.

Deadlock. In (a) If the event the Joint Venturers Members are divided on a material issue and cannot unable to agree on the conduct any of the business matters described in Section 7.02 and affairs such disagreement continues for __________[NUMBER] days despite good faith deliberations by the Members, then either Member shall be entitled to exercise the buy-sell rights set forth in this Section 7.07 by delivering a Buy-Sell Offer Notice (as defined herein). (b) If a Member wishes to exercise the buy-sell right provided in this Section 7.07, such Member (the "Initiating Member") shall deliver to the other Member (the "Responding Member") written notice (the "Buy-Sell Offer Notice") of such election, which notice shall include (i) a description of the Joint Venturecircumstances that triggered the buy-sell right, then a deadlock and (ii) the purchase price (which shall be payable exclusively in cash (unless otherwise agreed)) at which the Initiating Member shall (A) purchase all of the Membership Interests owned by the Responding Member (the "Buy-out Price") or (B) sell all of its Membership Interests to the Responding Member (the "Sell-out Price"), with any difference between the Joint Venturers Buy-out Price and the Sell-out Price based solely on each Member's Membership Interest in the Company, without regard to any market discount or premium from differences in such proportionate interests. (c) Within [thirty (30)/__________[NUMBER] days after the Buy-Sell Offer Notice is received (the "Buy-Sell Election Date"), the Responding Member shall deliver to the Initiating Member a written notice (the "Response Notice") stating whether it elects to (i) sell all of its Membership interests to the Initiating Member for the Buy-out Price or (ii) buy all of the Membership Interests owned by the Initiating Member for the Sell-out Price. The failure of the Responding Member to deliver the Response Notice by the Buy-Sell Election Date shall be deemed to have occurred. Upon the occurrence of a deadlock, one Joint Venturer (hereinafter referred be an election to as the "Offeror") may elect to purchase the Joint Venture interest of the other Joint Venturer (hereinafter referred to as the "Offeree") at a price calculated as the Offeree's percentage interest in a total purchase price for sell all of its Membership Interests to the assets of the Joint Venture. The Offeror shall notify the Offeree in writing of the offer to purchase, stating the total purchase price for all of the assets of the Joint Venture, and the price offered for the Offeree's Joint Venture interest expressed as the Offeree's percentage interest in the Joint Venture assets multiplied by the total purchase price for all of the assets of the Joint Venture. The Offeree shall have the right to buy the interest of the Offeror Initiating Member at the designated price Buy-out Price. (d) The closing of any purchase and terms, or to sell the Offeree's interest to the Offeror at the designated price and terms, whichever the Offeree may elect. The offer, when made by the Offeror, is irrevocable for thirty (30) days. The Offeree shall have ten (10) days from the receipt sale of such offer to make its election, that is, either to buy such interest of the Offeror or to sell its own interest, which shall be made in writing executed by the Offeree and stating the nature of the election. A Joint Venturer which is obligated to purchase the interest of another Joint Venturer Membership Interests pursuant to this Section 7.07 shall take place __________[NUMBER] days after the provisions hereof shall have twenty (20) days from the date of receipt of the written election from such other Joint Venturer to pay the designated price and satisfy the terms of such purchase. Should the Joint Venturer who has received an offer to sell Response Notice is delivered or buy fail to make the election required herein in a timely fashion, then such non-responding party shall be deemed to have elected and been delivered or some other date mutually agreed to sell upon by the parties. The Buy-out Price or buythe Sell-out Price, as the case may be, according shall be paid at closing by wire transfer of immediately available funds to an account designated in writing by the selling Member (the "Selling Member"). At the closing, the Selling Member shall deliver to the terms purchasing Member (the "Purchasing Member") good and marketable title to its Membership Interests, free and clear of all liens and encumbrances. Each Member agrees to cooperate and take all actions and execute all documents reasonably necessary or appropriate to reflect the purchase of the offerSelling Member's Membership Interest by the Purchasing Member. (e) If the Purchasing Member defaults in any of its material closing obligations, then the Selling Member shall have the option to purchase the Purchasing Member's entire Membership Interest at a price that is equal to __________[PERCENTAGE]% of the purchase price payable at the initial closing.

Deadlock. (a) In the event the Joint Venturers are divided on a material issue and cannot agree on the conduct of the business and affairs of the Joint Venture, then a deadlock between the Joint Venturers shall be deemed to have occurred. Upon the occurrence of a deadlock, one Joint Venturer (hereinafter referred to as the "Offeror") may elect to purchase the Joint Venture interest of the other Joint Venturer (hereinafter referred to as the "Offeree") at a price calculated as the Offeree's percentage interest in a total purchase price for all of the assets of the Joint Venture. The Offeror shall notify the Offeree in writing of the offer to purchase, stating the total purchase price for all of the assets of the Joint Venture, and the price offered for the Offeree's Joint Venture interest expressed as the Offeree's percentage interest in the Joint Venture assets multiplied by the total purchase price for all of the assets of the Joint Venture. The Offeree shall have the right to buy the interest of the Offeror at the designated price and terms, Members or to sell the Offeree's interest to the Offeror at the designated price and terms, whichever the Offeree may elect. The offer, when made by the Offeror, is irrevocable for thirty (30) days. The Offeree shall have ten (10) days from the receipt of such offer to make its election, that is, either to buy such interest of the Offeror or to sell its own interest, which shall be made in writing executed by the Offeree and stating the nature of the election. A Joint Venturer which is obligated to purchase the interest of another Joint Venturer pursuant to the provisions hereof shall have twenty (20) days from the date of receipt of the written election from such other Joint Venturer to pay the designated price and satisfy the terms of such purchase. Should the Joint Venturer who has received an offer to sell or buy fail to make the election required herein in a timely fashion, then such non-responding party shall be deemed to have elected and agreed to sell or buyManagers, as the case may be, according shall be unable in good faith to resolve a dispute between them or arrive at a decision required to be made under this Agreement within the time period provided for, the provisions of this Section 10.3 shall apply. (b) Either Member may declare a deadlock by the giving of an "Election Notice" to the terms other Member. The Election Notice shall state (i) an amount (the "Stated Value") as the proposed Fair Market Value of the offerProperty; and (ii) shall specify the proposed payment terms (the "Payment Terms") of the Deemed Purchase Price (as defined below). (c) The Member giving the Election Notice is referred to as the "Electing Member" and the Member receiving the Election Notice is referred to as the "Notice Member". (d) An Election Notice shall constitute an irrevocable offer by the Electing Member to either (i) purchase all, but not less than all, of the Membership Percentages owned by the Notice Member for the purchase price determined in accordance with Section 9.7 hereof but using the Stated Value as the Fair Market Value of the Property (the "Deemed Purchase Price") and on the Payment Terms; or (ii) sell all, but not less than all, of the Membership Percentages owned by the Electing Member to the Notice Member for the Deemed Purchase Price and on the Payment Terms. (e) For a period of sixty (60) days following receipt of the Election Notice (the "Election Period"), the Notice Member shall have the option to elect either to (i) purchase all, but not less than all, of the Membership Percentages owned by the Electing Member for the Deemed Purchase Price and on the Payment Terms; or (ii) sell all, but not less than all, of the Membership Percentages owned by the Notice Member to the Electing Member for the Deemed Purchase Price and on the Payment Terms. The Notice Member may exercise the option by serving a notice (the "Exercise Notice") on the Electing Member stating its choice to buy or sell prior to the end of the Election Period. If the Notice Member does not give an Exercise Notice on or before the end of the Election Period, the Electing Member shall have the choice to either buy or sell at the price and on the terms set forth on the Election Notice. (f) The closing of the purchase and sale of the Membership Percentages shall occur on a date and time mutually agreeable to the Electing Member and the Notice Member which in all events, must occur within thirty (30) days after NYSPSC approval is granted for transfer of interest (if necessary).. The closing shall take place at such place as the Electing Member and the Notice Member shall mutually agree or, failing such agreement, at the offices of the Company. At the closing, the parties shall execute and deliver such documents and instruments of conveyance as may be necessary or appropriate to effectuate the closing of the sale of the Membership Percentages. (g) Once given, an Election Notice and/or Exercise Notice shall be irrevocable. In the event more than one Election Notice is given, the later dated notice shall be of no force or effect.

Deadlock. 21.1.1. In the event the Joint Venturers are divided on a material issue and cannot agree on the conduct of the business and affairs of the Joint Venture, then a deadlock between the Joint Venturers shall be deemed to have occurred. Upon the occurrence of a deadlock, one Joint Venturer (hereinafter referred to as the "“Offeror"”) may elect to purchase the Joint Venture interest of the other Joint Venturer (hereinafter referred to as the "“Offeree"”) at a price calculated as the Offeree's ’s percentage interest in a total purchase price for all of the assets of the Joint Venture. The Offeror shall notify the Offeree in writing of the offer to purchase, stating the total purchase price for all of the assets of the Joint Venture, and the price offered for the Offeree's ’s Joint Venture interest expressed as the Offeree's ’s percentage interest in the Joint Venture assets multiplied by the total purchase price for all of the assets of the Joint Venture. The Offeree shall have the right to buy the interest of the Offeror at the designated price and terms, or to sell the Offeree's ’s interest to the Offeror at the designated price and terms, whichever the Offeree may elect. The offer, when made by the Offeror, is irrevocable for thirty (30) days. The Offeree shall have ten (10) days from the receipt of such offer to make its election, that is, either to buy such interest of the Offeror or to sell its own interest, which shall be made in writing executed by the Offeree and stating the nature of the election. A Joint Venturer which is obligated to purchase the interest of another Joint Venturer pursuant to the provisions hereof shall have twenty (20) days from the date of receipt of the written election from such other Joint Venturer to pay the designated price and satisfy the terms of such purchase. Should the Joint Venturer who has received an offer to sell or buy fail to make the election required herein in a timely fashion, Because money damages may not be a sufficient remedy for any breach of this Section of the Agreement by the Receiving Party, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach of this Section. Such remedy shall not be deemed to be the exclusive remedy for a breach of this Section of the Agreement by the Receiving Party but shall be in addition to all other remedies available at law or equity to the Disclosing Party. In the event of litigation relating to the Agreement, if a court of competent jurisdiction determines that the Receiving Party has breached this Section of the Agreement, then the Receiving Party shall be liable and pay to the Disclosing Party the reasonable attorneys’ fees, court costs and other reasonable expenses of litigation, including any appeal therefrom. The Receiving Party further agrees to waive any requirement for the posting of a bond in connection with any such equitable relief. then such non-responding party shall be deemed to have elected and agreed to sell or buy, as the case may be, according to the terms of the offer.

Deadlock. i. In the event the Joint Venturers are divided on a material issue and cannot agree on the conduct of the business and affairs of the Joint Venture, then a deadlock between the Joint Venturers shall be deemed to have occurred. Upon the occurrence of a deadlock, one Joint Venturer (hereinafter referred to as the "“Offeror"”) may elect to purchase the Joint Venture interest of the other Joint Venturer (hereinafter referred to as the "“Offeree"”) at a price calculated as the Offeree's ’s percentage interest in a total purchase price for all of the assets of the Joint Venture. The Offeror shall notify the Offeree in writing of the offer to purchase, stating the total purchase price for all of the assets of the Joint Venture, and the price offered for the Offeree's ’s Joint Venture interest expressed as the Offeree's ’s percentage interest in the Joint Venture assets multiplied by the total purchase price for all of the assets of the Joint Venture. The Offeree shall have the right to buy the interest of the Offeror at the designated price and terms, or to sell the Offeree's ’s interest to the Offeror at the designated price and terms, whichever the Offeree may elect. The offer, when made by the Offeror, is irrevocable for thirty (30) days. The Offeree shall have ten (10) days from the receipt of such offer to make its election, that is, either to buy such interest of the Offeror or to sell its own interest, which shall be made in writing executed by the Offeree and stating the nature of the election. A Joint Venturer which is obligated to purchase the interest of another Joint Venturer pursuant to the provisions hereof shall have twenty (20) days from the date of receipt of the written election from such other Joint Venturer to pay the designated price and satisfy the terms of such purchase. Should the Joint Venturer who has received an offer to sell or buy fail to make the election required herein in a timely fashion, then such non-responding party shall be deemed to have elected and agreed to sell or buy, as the case may be, according to the terms of the offer.

Deadlock. In 15.1 The Parties and their respective Permitted Nominees expressly agree and confirm that in case of any major impasse/deadlock having arisen in the event operation of JVC which pertains and is material to the Joint Venturers are divided on a material issue and cannot agree on the conduct further or future operation of the business of JVC, each Party shall cause their nominated directors to prepare and affairs circulate to the other Party a memorandum or a statement setting out its position on the issue on which there is disagreement and its reasons for adopting such position. Each such memorandum or statement shall then be considered by the chairman of HPIL and NUL then holding office who shall use their best endeavors to resolve such an impasse/deadlock. Such process shall be completed within a period of 45 (forty five) days of the Joint Ventureimpasse/deadlock having arisen, unless such period is extended by mutual agreement. An impasse/deadlock arises on the date one Party receives a written communication from the other conveying the basis of such other Party coming to the conclusion of which the deadlock is and how it has arisen. Despite the aforesaid, if the panel of chairmen are unable to resolve the impasse/deadlock, then a the deadlock between the Joint Venturers shall be deemed to have occurredbe a major impasse/deadlock and in that event, the ultimate solution of any major impasses/deadlock shall be as provided hereinafter in this Article. Upon In the occurrence of a deadlock, one Joint Venturer event any Party (hereinafter referred to as the "Offeror"“Selling Party”) may elect desires to purchase the Joint Venture interest of sell its shareholding in JVC, the other Joint Venturer Party (hereinafter referred to as “Purchasing Party”) shall have the "Offeree") first right to acquire it including its Permitted Nominees. It is hereby agreed that the sale and purchase of this shareholding to themselves shall be at a fair price which shall be determined in accordance with Article 5.3 of this Agreement. 15.2 In the event that the Purchasing Party has notified Selling Party in writing that it or its Permitted Nominees do not wish to purchase the entire shareholding of Selling Party including its Permitted Nominees, in that event, Selling Party shall be entitled to sell all the Shares held by it/its Permitted Nominees to a third party at a price calculated as not less than the Offeree's percentage interest fair price referred to in Article 15.1, provided that such a total purchase price for all of the assets of the Joint Venture. The Offeror shall notify the Offeree third party is acceptable to Purchasing Party and agrees in writing as a condition precedent to the transfer of the offer Shares to purchase, stating the total purchase price for all of the assets of the Joint Venture, and the price offered for the Offeree's Joint Venture interest expressed as the Offeree's percentage interest in the Joint Venture assets multiplied it to be bound by the total purchase price for all terms and conditions of the assets of the Joint Venture. The Offeree shall have the right this Agreement as though it was a signatory to buy the interest of the Offeror at the designated price and terms, or to sell the Offeree's interest to the Offeror at the designated price and terms, whichever the Offeree may elect. The offer, when made by the Offeror, is irrevocable for thirty (30) days. The Offeree shall have ten (10) days from the receipt of such offer to make its election, that is, either to buy such interest of the Offeror or to sell its own interest, which shall be made in writing executed by the Offeree and stating the nature of the election. A Joint Venturer which is obligated to purchase the interest of another Joint Venturer pursuant to the provisions hereof shall have twenty (20) days from the date of receipt of the written election from such other Joint Venturer to pay the designated price and satisfy the terms of such purchase. Should the Joint Venturer who this Agreement. 15.3 Once an impasse/deadlock has received an offer to sell or buy fail to make the election required herein in a timely fashion, then such non-responding party shall be deemed to have elected and agreed to sell or buyarisen until such time the impasse/ deadlock is resolved, as the case may be, according to the terms directors of the offerBoard shall function as trustees for the smooth and continued operation and functioning of JVC.