Common use of JV Deadlock Clause in Contracts

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.