Matters for Resolution by an Expert. (i) If the Dispute is not resolved within ten (10) Business Days following receipt of a notice of Final Impasse, then, to the extent such Dispute relates to the payment (or non-payment) of Capital Contributions under Section 6.1 above, any Disputing Party shall be entitled to require resolution of such Dispute through the arbitration process by an Expert under Section 12.1(d) below. (ii) If a Board Deadlock is not resolved within ten (10) Business Days following receipt of a notice of Final Impasse, then, to the extent such Board Deadlock relates to: (A) the payment or nonpayment or reimbursement by Company or the eligibility of any cost owed by Company to any Person under a Transaction Agreement, (B) the inability of the Board to approve the Development Budget, any Annual Budget or annual operating plan or any cash flow schedule in connection with the Development Budget or the Annual Budget, or any amendment thereto, (C) the disallowance or adjustment of costs pursuant to an audit finding, (D) the development or construction of Phase I and Phase II, if applicable, including, but not limited to, the timing or proceeding with development or construction activities or the procurement of materials, or Company procedures and standards; (E) performance standards or service interruptions by the Company under the LSA, (F) Capital Contributions that have been approved by the Board as part of the Development Budget or Annual Budget or Required Consent, valuation of the assets of the Company to be liquidated upon the occurrence of a Dissolution Event as set forth in Section 8.3 above or (I) any other matter that must be resolved by the Board to ensure the safe and efficient operations of the Company, maintain the Company’s finances, maintain the Company’s ongoing activities or prevent a violation of or ensure compliance with the Laws, or regulations of any Governmental Authority, any Disputing Party shall be entitled to require resolution of such Dispute or Board Deadlock through the arbitration process by an Expert under Section 12.1(d) below. (iii) Except as specifically provided in this Section 12.1(c), no other Disputes or Board Deadlocks shall be subject to arbitration by an Expert or any other arbitration procedure, unless otherwise agreed by all of the Disputing Parties or Members.
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Sources: Limited Liability Company Agreement (El Paso Pipeline Partners, L.P.), Limited Liability Company Agreement (El Paso Pipeline Partners, L.P.)