Common use of Response Notice Clause in Contracts

Response Notice. On or before the 60th day after the receipt by the Responding Member of the Buy-Sell Notice, the Responding Member may give written notice (the “Response Notice”) either (i) accepting the Initiating Member’s offer to purchase all of the Responding Member’s interests in the Company or purchase the Selling Properties for the Property Value, as the case may be, or (ii) agreeing to purchase all of the Initiating Member’s interests in the Company or purchase the Selling Properties for the Property Value, as the case may be, in either case subject to adjustment as set forth in Section 10.11(i). If the Response Notice provides that the Responding Member is agreeing to purchase all of the Initiating Member’s interests in the Company or the Selling Properties, the Response Notice shall be accompanied by the tender to a third‑party escrow agent selected by the Initiating Member (the “Escrow Agent”) in an amount equal to the lesser of 5% of (i) the Company Value or the Property Value, or (ii) $1,000,000, as the case may be (the “Buy-Sell Deposit”). If the Response Notice accepts the Initiating Member’s offer to purchase, then within five (5) business days after its receipt of the Response Notice, the Initiating Member shall tender to the Escrow Agent an amount equal to the Buy-Sell Deposit with respect to the Selling Property or the selling Member’s Interest, as the case may be. If the Responding Member fails to deposit the Buy-Sell Deposit as and when required pursuant to this paragraph (b), the Response Notice shall be deemed defective, with the same consequences as through the Response Notice had not been delivered. If the Initiating Member fails to deposit the Buy-Sell Deposit as and when required pursuant to this paragraph (b), and such failure is not cured within 5 business days after written notice from the other Member, the Initiating Member shall be in default of this Agreement, and shall be deemed to be a “Defaulted Member,” with the consequences set forth in Section 10.11(k) below.

Response Notice. On or before the 60th day after the receipt by the Responding Member of the Buy-Sell Notice, the Responding Member may give written notice (the “Response Notice”) either (i) accepting the Initiating Member’s offer to purchase all of the Responding Member’s interests in the Company or purchase the Selling Properties for the Property Value, as the case may be, or (ii) agreeing to purchase all of the Initiating Member’s interests in the Company or purchase the Selling Properties for the Property Value, as the case may be, in either case subject to adjustment as set forth in Section 10.11(i). If the Response Notice provides that the Responding Member is agreeing to purchase all of the Initiating Member’s interests in the Company or the Selling Properties, the Response Notice shall be accompanied by the tender to a third‑party third-party escrow agent selected by the Initiating Member (the “Escrow Agent”) in an amount equal to the lesser of 5% of (i) the Company Value or the Property Value, or (ii) $1,000,000, as the case may be (the “Buy-Sell Deposit”). If the Response Notice accepts the Initiating Member’s offer to purchase, then within five (5) business days after its receipt of the Response Notice, the Initiating Member shall tender to the Escrow Agent an amount equal to the Buy-Sell Deposit with respect to the Selling Property or the selling Member’s Interest, as the case may be. If the Responding Member fails to deposit the Buy-Sell Deposit as and when required pursuant to this paragraph (b), the Response Notice shall be deemed defective, with the same consequences as through the Response Notice had not been delivered. If the Initiating Member fails to deposit the Buy-Sell Deposit as and when required pursuant to this paragraph (b), and such failure is not cured within 5 business days after written notice from the other Member, the Initiating Member shall be in default of this Agreement, and shall be deemed to be a “Defaulted Member,” with the consequences set forth in Section 10.11(k) below.

Response Notice. On or before No later than 5:00 p.m. Central Time on the 60th day after date that is thirty (30) calendar days following the date of receipt by Escrow Agent of a Claim Notice (the Responding Member “Claim Period”), an Authorized Representative of the Buy-Sell NoticeSeller may deliver to Escrow Agent, the Responding Member may give with a copy to Buyer, a written notice response (the a “Response Notice”) either substantially in the form of Exhibit A-3 hereto in which Seller: (iA) accepting agrees that the Initiating Member’s offer full Claimed Amount is owed to purchase all the Buyer Indemnitee; (B) agrees that part (but not all) of the Responding Member’s interests in Claimed Amount (the Company or purchase “Agreed Amount”) is owed to the Selling Properties for the Property Value, as the case may be, Buyer Indemnitee; or (iiC) agreeing to purchase all asserts that no part of the Initiating Member’s interests in Claimed Amount is owed to the Company or purchase Buyer Indemnitee. Any part of the Selling Properties for Claimed Amount that is not agreed by Seller to be owed to the Property Value, as the case may be, in either case subject Buyer Indemnitee pursuant to adjustment as set forth in Section 10.11(i). If the Response Notice provides (or the entire Claimed Amount, if Seller assert in the Response Notice that the Responding Member is agreeing to purchase all no part of the Initiating Member’s interests in Claimed Amount is owed to the Company or Buyer Indemnitee) shall be referred to as the Selling Properties“Contested Amount.” If Seller assert that any part of the Claimed Amount is not owed to the Buyer Indemnitee, the Response Notice shall be accompanied by describe in reasonable detail the tender reasons for such assertion. If Seller fail to deliver a third‑party escrow agent selected by the Initiating Member (the “Escrow Agent”) in an amount equal Response Notice prior to the lesser expiration of 5% of (i) the Company Value or the Property Value, or (ii) $1,000,000, as the case may be (the “Buy-Sell Deposit”). If the Response Notice accepts the Initiating Member’s offer to purchaseClaim Period, then within five (5) business days after its receipt of for the Response Notice, the Initiating Member shall tender to the Escrow Agent an amount equal to the Buy-Sell Deposit with respect to the Selling Property or the selling Member’s Interest, as the case may be. If the Responding Member fails to deposit the Buy-Sell Deposit as and when required pursuant to this paragraph (b), the Response Notice shall be deemed defective, with the same consequences as through the Response Notice had not been delivered. If the Initiating Member fails to deposit the Buy-Sell Deposit as and when required pursuant to this paragraph (b), and such failure is not cured within 5 business days after written notice from the other Member, the Initiating Member shall be in default purposes of this Agreement, and Seller shall be deemed to have agreed that the full Claimed Amount is owed to the Buyer Indemnitee, and following the expiration of the Claim Period, Buyer shall be entitled to execute and deliver to Escrow Agent a “Defaulted Member,” written notice, with a copy to Seller, instructing Escrow Agent to promptly release the consequences set forth full Claimed Amount (or, without limiting the right of the Buyer Indemnitee to recover the full Claimed Amount, such lesser amount as may remain in Section 10.11(kthe Indemnity Escrow Fund) belowto the Buyer Indemnitee from the Indemnity Escrow Fund. Promptly, and in any event within two (2) Business Days, following Escrow Agent’s receipt of any such notice, Escrow Agent shall release such amount in accordance with such notice. For purposes of determining the Claim Period, the Escrow Agent shall conclusively presume that any Claim Notice or Response Notice delivered to it was simultaneously delivered to Buyer or Seller as provided above and the Escrow Agent need not verify the other Party’s receipt.

Response Notice. On or before the 60th day Within thirty (30) days after the receipt by delivery of a Claim Notice to the Responding Member of the Buy-Sell NoticeRepresentatives, the Responding Member may give written notice (the “Response Notice”) Representatives shall either (i) accepting pay or cause to be paid to Parent (A) the Initiating Member’s offer to purchase all of the Responding Member’s interests in the Company or purchase the Selling Properties for the Property Value, as the case may be, or (ii) agreeing to purchase all of the Initiating Member’s interests in the Company or purchase the Selling Properties for the Property Value, as the case may be, in either case subject to adjustment as entire Claim Amount set forth in Section 10.11(i)such Claim Notice or (B) a specified portion (but not the entire amount) of the Claim Amount set forth in such Claim Notice and deliver to Parent a written notice (a "Response Notice") containing a statement that the remaining portion of such Claim Amount is being disputed; or (iii) deliver to Parent a Response Notice containing a statement that the entire Claim Amount set forth in such Claim Notice is being disputed. If payment under clause (i) above is to be made from an escrow of shares ("Escrow Shares") of Parent Common Stock established by the Major Shareholder, then the Representatives shall deliver to Parent, within thirty days after the delivery of the Claim Notice in the case of clause (A) above or as part of the Response Notice provides in the case of clause (B) above, a copy of instructions to the escrow agent for the Escrow Shares to release, transfer, assign and deliver to Parent the appropriate number of shares of Parent Common Stock. The Representatives may contest the payment of a Claim Amount set forth in such Claim Notice only based upon a good faith belief that the Responding Member is agreeing to purchase all such portion of the Initiating Member’s interests in Claim Amount does not constitute an amount for which any Parent Indemnitee is entitled to seek indemnification under the Company or Merger Agreement and the Selling Properties, the related Response Notice shall be accompanied set forth in reasonable detail the basis on which the Representatives contest such Claim Amount or a statement that they do not have sufficient information to determine whether the Major Shareholders are required to pay such Claim Amount. If no Response Notice is received by Parent from a Representative within thirty (30) days after the tender to delivery of a third‑party escrow agent selected by the Initiating Member (the “Escrow Agent”) in an amount equal Claim Notice to the lesser of 5% of (i) the Company Value or the Property Value, or (ii) $1,000,000, as the case may be (the “Buy-Sell Deposit”). If the Response Notice accepts the Initiating Member’s offer to purchaseRepresentatives, then within five (5) business days after its receipt the Representatives shall be deemed to have agreed on behalf of the Response NoticeMajor Shareholders that the entire Claim Amount set forth in the Claim Notice shall be due and payable to Parent and, the Initiating Member shall tender to the Escrow Agent an amount equal to the Buy-Sell Deposit with respect to the Selling Property or the selling Member’s InterestEscrow Shares, as the case may be. If the Responding Member fails to deposit the Buy-Sell Deposit as and when required pursuant to this paragraph (b), the Response Notice shall be deemed defective, with the same consequences as through the Response Notice had not been delivered. If the Initiating Member fails to deposit the Buy-Sell Deposit as and when required pursuant to this paragraph (b), and such failure is not cured within 5 business days after written notice from the other Member, the Initiating Member shall be in default of this Agreement, and shall be deemed to be a “Defaulted Member,” with have given instructions to the consequences set forth in Section 10.11(k) belowescrow agent to release, transfer, assign and delivery to Parent the appropriate number of shares of Parent Common Stock.

Response Notice. On or before the 60th 30th day after the receipt by the Responding Member of the Second Year Buy-Sell NoticeNotice (or, if later, the 20th day after receipt by SAU if it is the Responding Member of the information it may have requested from the Manager as provided in Section 10.5(a)), the Responding Member may give written notice (the “Second Year Response Notice”) either (i) accepting the Initiating Member’s offer to purchase all of the Responding Member’s interests in the Company or at the purchase price set forth in the Selling Properties for the Property Value, as the case may beSecond Year Buy-Sell Notice, or (ii) agreeing to purchase all of the Initiating Member’s interests in the Company or purchase for an amount determined from the Selling Properties for amount set forth in the Property ValueSecond Year Response Notice and which shall be equal to the lesser of (A) the aggregate of the Initiating Member’s Unreturned Capital as of the date of the Second Year Response Notice, as plus the case may beamount of the Initiating Member’s Member Advances, in either case subject to adjustment as set forth in Section 10.11(i), or (B) the purchase price for the Initiating Member’s interests in the Company as calculated by using the purchase price per Percentage Interest set forth in the Second Year Buy-Sell Notice multiplied by the Percentage Interest of the Initiating Member when the Second Year Response Notice is given, plus the amount of the Initiating Member’s Member Advances. For example, if the price per Percentage Interest set forth in the Second Year Buy-Sell Notice is $7.50 per each point of Percentage Interest, and the Percentage Interest of the Initiating Member is 80%, the purchase price for the Initiating Member’s interests in the Company would be $600. If the Second Year Response Notice provides that the Responding Member is agreeing to purchase all of the Initiating Member’s interests in the Company or the Selling PropertiesCompany, the Second Year Response Notice shall be accompanied by the tender to a third‑party escrow agent selected by the Initiating Member Chicago Title Insurance Company, Chicago, Illinois (the “Escrow Agent”) in an amount equal to the lesser of 5% of (i) the Company Value or the Property Value, or (ii) $1,000,000, as the case may be be, of the purchase price (the “Buy-Sell Deposit”). If the Second Year Response Notice accepts the Initiating Member’s offer to purchase, then within five (5) business days after its receipt of the Second Year Response Notice, the Initiating Member shall tender to the Escrow Agent an amount equal to the Buy-Sell Deposit with respect to the Selling Property or purchase of the selling Responding Member’s Interest, as the case may beinterests. If the Responding Member fails to deposit the Buy-Sell Deposit as and when required pursuant to this paragraph (b), the Second Year Response Notice shall be deemed defective, with the same consequences as through the Second Year Response Notice had not been delivered. If the Initiating Member fails to deposit the Buy-Sell Deposit as and when required pursuant to this paragraph (b), and such failure is not cured within 5 business days after written notice from the other Member, the Initiating Member shall be in default of this Agreement, and shall be deemed to be a “Defaulted Member,” with the consequences set forth in Section 10.11(k) below.

Response Notice. On or before the 60th day Within thirty (30) days after the receipt by the Responding Member Sirion Shareholders’ Representative of the Buy-Sell a Claim Notice, the Responding Member may give Sirion Shareholders’ Representative shall deliver to the Sytera Stockholders’ Representative and to the Escrow Agent a written notice response (the “Response Notice”) either stating that the Holders: (i) accepting agree that Sirion Indemnification Escrow Shares and/or Derivative Property (in each case, valued at the Initiating Member’s offer Stipulated Value) equal to purchase all of the Responding Member’s interests in full Claimed Amount may be released from the Company or purchase Escrow Fund and delivered to the Selling Properties for the Property Value, as the case may be, or Claimant; (ii) agreeing agree that Sirion Indemnification Escrow Shares and/or Derivative Property (in each case, valued at the Stipulated Value) equal to purchase all a portion, but not all, of the Initiating Member’s interests in the Company or purchase the Selling Properties for the Property Value, as the case may be, in either case subject to adjustment as set forth in Section 10.11(i). If the Response Notice provides that the Responding Member is agreeing to purchase all of the Initiating Member’s interests in the Company or the Selling Properties, the Response Notice shall be accompanied by the tender to a third‑party escrow agent selected by the Initiating Member Claimed Amount (the “Escrow AgentAgreed Amount”) may be released from the Escrow Fund and delivered to the Claimant; or (iii) contest the Claim Notice entirely and believe that no portion of the Sirion Indemnification Escrow Shares and/or Derivative Property should be released from the Escrow Fund to the Claimant in an amount respect of the Claimed Amount (any such contested portion of the Claimed Amount being referred to herein as the “Contested Amount”). In the event that the Escrow Agent does not receive a Response Notice prior to the end of the thirty (30) day period specified above, the Holders shall be conclusively deemed to have agreed that Sirion Indemnification Escrow Shares and/or Derivative Property (in each case, valued at the Stipulated Value) equal to the lesser of 5% of (i) the Company Value or the Property Value, or (ii) $1,000,000, as the case full Claimed Amount may be (released from the “Buy-Sell Deposit”). If the Response Notice accepts the Initiating Member’s offer to purchase, then within five (5) business days after its receipt of the Response Notice, the Initiating Member shall tender Escrow Fund to the Escrow Agent an amount equal to the Buy-Sell Deposit with respect to the Selling Property or the selling Member’s Interest, as the case may be. If the Responding Member fails to deposit the Buy-Sell Deposit as and when required pursuant to this paragraph (b), the Response Notice shall be deemed defective, with the same consequences as through the Response Notice had not been delivered. If the Initiating Member fails to deposit the Buy-Sell Deposit as and when required pursuant to this paragraph (b), and such failure is not cured within 5 business days after written notice from the other Member, the Initiating Member shall be in default of this Agreement, and shall be deemed to be a “Defaulted Member,” with the consequences set forth in Section 10.11(k) belowClaimant.

Response Notice. On or before the 60th 30th day after the receipt by the Responding Member of the Fourth Year Buy-Sell NoticeNotice (or, if later, the 20th day after receipt by SAU if it is the Responding Member of the information it may have requested from the Manager as provided in Section 10.6(a)), the Responding Member may give written notice (the “Fourth Year Response Notice”) either (i) accepting the Initiating Member’s offer to purchase all of the Responding Member’s interests in the Company or at the purchase price set forth in the Selling Properties for the Property Value, as the case may beFourth Year Buy-Sell Notice, or (ii) agreeing to purchase all of the Initiating Member’s interests in the Company for an amount based on the amount set forth in the Fourth Year Response Notice, and which shall be equal to the aggregate of (i) the amount set forth in the Fourth Year Buy-Sell Notice as determined by the Responding Member to be equal to the value of each Percentage Interest owned by any Member in the Company as set forth by the Initiating Member in the Fourth Year Buy-Sell Notice, multiplied by the Percentage Interests of the Initiating Member, plus (ii) any accrued but unpaid amounts owed to the Responding Member pursuant to this Agreement, plus (iii) any Company Loans or purchase Member Loans owed to the Selling Properties for the Property ValueResponding Member, as the case may beplus accrued interest thereon, in either case subject to adjustment as set forth in Section 10.11(i). If the Fourth Year Response Notice provides that the Responding Member is agreeing to purchase all of the Initiating Member’s interests in the Company or the Selling PropertiesCompany, the Response Notice Responding Member shall be accompanied by the tender to a third‑party escrow agent selected by the Initiating Member (Escrow Agent the “Escrow Agent”) in an amount equal to the lesser of 5% of (i) the Company Value or the Property Value, or (ii) $1,000,000, as the case may be (the “Buy-Sell Deposit”). If the Fourth Year Response Notice accepts the Initiating Member’s offer to purchase, then within five (5) business days after its receipt of the Fourth Year Response Notice, the Initiating Member shall tender to the Escrow Agent an amount equal to the Buy-Sell Deposit with respect to the Selling Property or purchase of the selling Responding Member’s Interest, as the case may beinterests. If the Responding Member fails to deposit the Buy-Sell Deposit as and when required pursuant to this paragraph (b), the Fourth Year Response Notice shall be deemed defective, with the same consequences as through the Fourth Year Response Notice had not been delivered. If the Initiating Member fails to deposit the Buy-Sell Deposit as and when required pursuant to this paragraph (b), and such failure is not cured within 5 business days after written notice from the other Member, the Initiating Member shall be in default of this Agreement, and shall be deemed to be a “Defaulted Member,” with the consequences set forth in Section 10.11(k) below.