Common use of Resolution of Deadlock Clause in Contracts

Resolution of Deadlock. If a Deadlock occurs, then such Deadlock shall promptly be submitted, by any Member, to the dispute resolution procedure set forth in Section 12.17 hereof ("ADR"). If the Members or Representatives, as the case may be, are unable to resolve the dispute after complying with the procedures set forth on the ADR, then either Member may terminate the LLC in accordance with the provisions of Section 11.1. Further, if the dispute is not resolved and the LLC is dissolved as provided in the preceding sentence, the Neutral Party shall be instructed to issue an opinion whether or not, based on a preponderance of the evidence the Neutral Party has seen or observed during the ADR that either of the Members has used the provisions of this Section 8.1 as a means to force a dissolution of the LLC in order to avoid the transfer or withdrawal procedures set forth in Article X or dissolution and liquidation procedures set forth in Article XI. If the Neutral Party's opinion concludes that one of the Members has used the provisions of this Section 8.1 in such a manner then an "Improper Deadlock" shall be deemed to have occurred. In such case, the Member not responsible for improper use of the provisions of Section 8.1 shall be referred to as the "Non-deadlock Member." If an Improper Deadlock has occurred then the Non-deadlock Member shall have the right to terminate the Agreement and receive a Termination Transition Fee in accordance with Section 11.1(c) hereof.