Common use of Offeree Response Clause in Contracts

Offeree Response. After receipt of the Offeror Election Notice, the Offeree shall elect to either (i) cause the Company to sell the Buy-Sell Property to the Offeror for an amount equal to the Valuation Amount on the Closing Date free and clear of all liabilities and with the payment of all Imputed Closing Costs (the “Sell Option”), or (ii) cause the Company to sell to the Offeree the Buy-Sell Property for an amount equal to the Valuation Amount on the Closing Date free and clear of all liabilities and with the payment of all Imputed Closing Costs (the “Buy Option”). The Offeree shall have sixty (60) days from the delivery of the Offeror Election Notice (the “Response Period”) in which to exercise either the Sell Option or the Buy Option by giving written notice to the Offeror of the Offeree’s election (the “Offeree Notice”). If the Offeree does not elect the Buy Option within the Response Period, the Offeree shall be deemed to have elected the Sell Option. If the Offeree elects the Buy Option, then the Offeree shall be required to purchase the Buy-Sell Property on the terms and conditions set forth in this Section 15.1. If the Offeree elects, or is deemed to have elected, the Sell Option, then the Offeror shall be required to purchase the Buy-Sell Property on the terms and conditions set forth in this Section 15.1.

Offeree Response. After receipt of the Offeror Election Noticesuch notice, the Offeree shall elect to either (i) cause the Company to sell the Buy-Sell Property its entire Interest to the Offeror for an amount equal to the Valuation Amount on amount the Closing Date free and clear of all liabilities and with the payment of all Imputed Closing Costs (the “Sell Option”), or (ii) cause Offeree would have been entitled to receive if the Company to sell to the Offeree the Buy-Sell Property had sold its assets for an amount equal to the Valuation Amount on the Closing Date free and clear of the Company had immediately paid all Company liabilities and with the payment of all Imputed Closing Costs and distributed the net proceeds of sale to the Members in satisfaction of their Interests pursuant to Section 13.3, or (ii) purchase the “Buy Option”)entire Interest of the Offeror for an amount equal to the amount the Offeror would have been entitled to receive if the Company had sold all of its assets for the Valuation Amount on the Closing Date and the Company had immediately paid all Company liabilities and Imputed Closing Costs and distributed the net proceeds of the sale to the Members in satisfaction of their Interests pursuant to Section 13.3. The Offeree shall have sixty thirty (6030) days from the delivery giving of the Offeror Election Notice (the “Response Period”) Offeror’s notice in which to exercise either the Sell Option or the Buy Option of its options by giving written notice to the Offeror of the Offeree’s election (the “Offeree Notice”)Offeror. If the Offeree does not elect to acquire the Buy Option Offeror’s Interest within the Response Periodsuch time period, the Offeree shall be deemed to have elected to sell its Interest to the Sell OptionOfferor as provided in subsection (i) above. If the Offeree elects the Buy Option, then the Offeree BR MDA Investors shall be required entitled to purchase receive all notieces delivered by the Buy-Sell Property on the terms and conditions set forth in parties under this Section 15.1. If , but shall not have any right under this Section 15.1 to either exercise the Offeree electsrights of Offeror or Offeree; provided, or is deemed however, BR MDA Investors may, at its election, notify SOIF and BEMT of its desire to have elected, the Sell Option, then the Offeror shall be required its Interest acquired pursuant to purchase the Buy-Sell Property on the terms and conditions set forth in of this Section 15.1, in which event the purchasing party may, at its election, extend the right to participate in the sale described hereunder to BR MDA Investors.