Resolution of Deadlock. (a) If any matter presented to the Board or the General Partners for action has been considered by a meeting of the Board or by a meeting of the General Partners and no resolution has been carried at such meeting in relation to the matter, and such matter is still unresolved within 30 days from the date of such meeting despite any intervention by the General Partners, whether in a General Partner's meeting or otherwise, then such a situation shall be termed a "Deadlock." * (b) If a Deadlock has occurred and not been resolved, any Partner Group can give notice to each other Partner Group of its desire to have the provisions of this SECTION 6.4 apply. Within seven days of the delivery of such notice, each General Partner shall cause its appointee or appointees on the Board to prepare and circulate to the other General Partners a memorandum or other form of statement setting out its position on the matter in dispute and its reasons for adopting such position. Each such memorandum shall be considered by a senior member of the management of Salmon GP, of Shell GP and of Tejas GP respectively nominated for the purpose who shall use their respective reasonable endeavors to develop together and recommend a solution to resolve the Deadlock. If these management representatives reach agreement upon a resolution of the Deadlock, they shall prepare a form of resolution to be placed before meetings of the Board or of the General Partners as appropriate and the General Partners shall use their respective reasonable endeavors to ensure that such resolutions, if adopted, are promptly carried into effect. If the management representatives of Salmon GP, of Shell GP and of Tejas GP are unable to reach agreement on a satisfactory resolution of the issue creating the Deadlock, except as otherwise provided in SECTION 6.4 (c) the Partnership shall continue to operate as if the matter in dispute had never been raised.
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Resolution of Deadlock. (a) If any matter presented to the Board or the General Partners for action has been considered by a meeting of the Board or by a meeting of the General Partners and no resolution has been carried at such meeting in relation to the matter, and such matter is still unresolved within 30 days from the date of such meeting despite any intervention by the General Partners, whether in a General Partner's meeting or otherwise, then such a situation shall be termed a "Deadlock." *"
(b) If a Deadlock has occurred and not been resolved, any Partner Group can give notice to each other Partner Group of its desire to have the provisions of this SECTION 6.4 apply. Within seven days of the delivery of such notice, each General Partner shall cause its appointee or appointees on the Board to prepare and circulate to the other General Partners Partner a memorandum or other form of statement setting out its position on the matter in dispute and its reasons for adopting such position. Each such memorandum shall be considered by a senior member of the management of Salmon GP, of Shell GP and of Tejas GP respectively nominated for the purpose who shall use their respective reasonable endeavors to develop together and recommend a solution to the General Partners to resolve the Deadlock. If these management representatives reach agreement upon a resolution of the Deadlock, they shall prepare a form of resolution to be placed before meetings of the Board or of the General Partners as appropriate and the General Partners shall use their respective reasonable endeavors to ensure that such resolutions, if adopted, are promptly carried into effect. If the management representatives of Salmon GP, of Shell GP and of Tejas GP are unable to reach agreement on a satisfactory resolution of the issue creating the Deadlock, except as otherwise provided in SECTION 6.4
(c) the Partnership shall continue to operate as if the matter in dispute had never been raised.
(c) In the event that, after exhaustion of the efforts to resolve the Deadlock under SECTION 6.4(b), a Deadlock still persists for more than six months regarding the failure of the Board or the General Partners to agree upon (i) a proposal by either the Shell Partner Group or the Tejas Partner Group to file for bankruptcy of the Partnership or (ii) a proposal by either the Shell Partner Group or the Tejas Partner Group to dissolve the Partnership, then, in either such event, the Deadlock shall be resolved as provided in SECTION 6.4(e) below.
(d) CONFIDENTIAL TREATMENT (NOTE: * INDICATES OMITTED MATERIAL FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.)
(f) In the event that the Requesting Partner Group sells its Interests pursuant to Section 6.4(e), then the Requesting Partner Group, by notice not less than 10 Business Days before such sale, shall have the option to terminate the Shell Supply Agreement or Tejas Supply Agreement, as the case may be, to which it or its affiliates are parties as a "Seller" thereunder, as to natural gas volumes that are not Committed Volumes. The Shell Supply Agreement or Tejas Supply Agreement shall not terminate, and shall remain in full force and effect, as to Committed Volumes. Any such termination as to volumes that are not Committed Volumes shall be effective 60 days after the closing of the sale by the Requesting Partner Group of its Interests in accordance with Section 6.4(e).
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