Common use of Resolution of Deadlock Clause in Contracts

Resolution of Deadlock. 9.2.1 Subject to Clause 9.1.2, in the event of a JV Deadlock, the following steps shall be taken in attempting to resolve the same: 9.2.1.1 first, the JV Board shall refer the matter to ▇▇▇▇▇ ▇▇▇▇▇▇ on behalf of CPW and ▇▇▇ ▇▇▇▇▇▇▇ on behalf of BBY Hold Co and of BBY Distributions (or their respective successors of no lesser position in their respective companies) (“Deadlock Directors”) who shall use all reasonable endeavours to resolve the JV Deadlock amicably within 10 Business Days of the date of such referral. Any unanimous decision of the Deadlock Directors shall be final and binding on the JV Board, each JV Director and each JV Shareholder; 9.2.1.2 second, and if the Deadlock Directors have been unable to resolve the JV Deadlock within such 10 Business Days, the JV Board shall refer the matter to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ on behalf of CPW and ▇▇▇▇ ▇▇▇▇▇▇▇▇ on behalf of BBY Hold Co and BBY Distributions (or their respective designates of no lesser position in their respective companies) (the “Executive Committee”) who shall use all reasonable endeavours to resolve the JV Deadlock amicably within 20 Business Days of such referral. Any unanimous decision of the Executive Committee shall be final and binding on the JV Board, each JV Director and each JV Shareholder; and 9.2.1.3 third, and if the Executive Committee is unable to resolve a JV Deadlock within such 20 Business Days, the JV Shareholders shall have a further period of 20 Business Days within which to resolve the JV Deadlock amicably and, if they are unable to do so, JV Co shall continue to be managed and operated in a manner consistent with that in existence prior to the JV Deadlock). For the avoidance of doubt, a failure to resolve a JV Deadlock will not give rise to the liquidation of JV Co.