Common use of Responsive Notice Clause in Contracts

Responsive Notice. Within thirty (30) days following the date of the Buy/Sell Offering Notice, the Responding Member shall deliver to the Initiating Member a responsive notice, without qualification or condition, electing either: (a) To sell to the Initiating Member the entirety of the Responding Member's interest in the Company at a price (the "Sale Price") equal to the amount of cash that would be distributed to the Responding Member under Article V if all of the assets of the Company were sold for cash in the amount of the Proposed Value taking into account the allocations set forth in Article IV which would be required to be made as a result of such sale and usual and customary closing costs; or (b) To purchase from the Initiating Member the entirety of the Initiating Member's interest in the Company at a price (the "Buy Price") equal to the amount of cash that would be distributed to the Initiating Member under Article V if all of the assets of the Company were sold for cash in the amount of the Proposed Value taking into account the allocations set forth in Article IV which would be required to be made as a result of such sale and usual and customary closing costs. In calculating the amount which would be distributed to the applicable Member under either (a) or (b) above, the Initiating Member shall take into account in determining the Proposed Value that a sum will be required to be set aside for liquidation costs and reserves, and all Company indebtedness shall be deemed to be retired as of the Closing Date. The Sale Price or Buy Price shall not take into account any loan assumption costs, prepayment premiums, breakage costs or similar items unless the same will be incurred as a result of the consummation of the purchase and sale of any interest of either Member pursuant to a Buy/Sell Offering Notice. The failure of the Responding Member to give such a responsive notice (without qualification or condition) within the required time period shall be deemed notice of an election to sell its entire interest under clause (a) above. The date as of which the Responding Member shall have given notice of its election (or be deemed to have made an election) shall be the "Buy/Sell Election Date."

Responsive Notice. Within thirty (30) Unless the Buy/Sell Offering Notice is withdrawn as set forth above, within 30 days following the date of the Buy/Sell Offering Notice, the Responding Member shall deliver to the Initiating Member a responsive notice, without qualification or condition, electing either: (a) To sell to the Initiating Member the entirety of the Responding Member's interest in the Company at a price (the "Sale Price") equal to the amount of cash that would be distributed to the Responding Member under Article V Section 5.4, if all of the assets of the Company were sold for cash in the amount of the Proposed Value taking into account the allocations set forth in Article IV which would be required to be made as a result of such sale and usual and customary closing coststhe adjustments required to be made hereunder; orOR (b) To purchase from the Initiating Member the entirety of the Initiating Member's interest in the Company at a price (the "Buy Price") equal to the amount of cash that would be distributed to the Initiating Member under Article V Section 5.4 if all of the assets of the Company were sold for cash in the amount of the Proposed Value taking into account the allocations set forth in Article IV which would be required to be made as a result of such sale and usual and customary closing costs. In calculating the amount which would be distributed to the applicable Member under either (a) or (b) above, the Initiating Member shall take into account in determining the Proposed Value that a sum will be adjustments required to be set aside for liquidation costs and reserves, and all Company indebtedness shall be deemed to be retired as of the Closing Date. The Sale Price or Buy Price shall not take into account any loan assumption costs, prepayment premiums, breakage costs or similar items unless the same will be incurred as a result of the consummation of the purchase and sale of any interest of either Member pursuant to a Buy/Sell Offering Noticemade hereunder. The failure of the Responding Member to give such a responsive notice (without qualification or condition) within the required time period shall be deemed notice of an election to sell its entire interest under clause (a) above. The date as of which the Responding Member shall have given notice of its election (or be deemed to have made an election) shall be the "Buy/Sell Election Date." In calculating the amount which would be distributed to the applicable Member under either (a) or (b) above, the parties shall assume that the sum of $50,000 (or such lesser amount as is then known to be sufficient for such purposes) shall be deemed set aside for liquidation costs and reserves, and all Company indebtedness shall be deemed to be retired as of the Closing Date. If any Company indebtedness becomes due as a result of the closing under this Section 8.4 or at the time of closing any indebtedness of the Company is prepaid (any such indebtedness shall be collectively "Accelerated Debt"), then Company indebtedness shall include all prepayment penalties due on Accelerated Debt as of the date of closing. Otherwise prepayment penalties on Company indebtedness shall not be taken into account.

Responsive Notice. Within thirty (30) days following the date of the Buy/Sell Offering Notice, the Buy/Sell Responding Member shall deliver to the Buy/Sell Initiating Member a responsive notice, without qualification or condition, electing either: (a) To sell to the Buy/Sell Initiating Member the entirety of the Buy/Sell Responding Member's interest in the Company or to cause the Company to sell to the Buy/Sell Initiating Member (and the Buy/Sell Initiating Member to purchase from the Company) the Company's interest in the Buy/Sell Pool at a price (the "Sale Price") equal to the amount of cash that would be distributed to the Buy/Sell Responding Member under Article V if all of the assets of the Company or the Company's interest in the Buy/Sell Pool were sold for cash in the amount of the Proposed Value taking into account the allocations set forth in Article IV which would be required to be made as a result of such sale and usual and customary closing costs; or (b) To purchase from the Buy/Sell Initiating Member the entirety of the Buy/Sell Initiating Member's interest in the Company or to purchase from the Company (and to cause the Company to sell to the Buy/Sell Responding Member) all of the Company's interest in the Buy/Sell Pool at a price (the "Buy Price") equal to the amount of cash that would be distributed to the Buy/Sell Initiating Member under Article V if all of the assets of the Company or the Company's interest in the Buy/Sell Pool were sold for cash in the amount of the Proposed Value taking into account the allocations set forth in Article IV which would be required to be made as a result of such sale and usual and customary closing costs. In calculating the amount which would be distributed to the applicable Member under either (a) or (b) above, the Buy/Sell Initiating Member shall take into account in determining the Proposed Value that a sum will be required to be set aside for liquidation costs and reserves, and all indebtedness of the Company (in the case of a purchase and sale of a Member's interest in the Company), or all indebtedness of the Company with respect to the Properties in any Buy/Sell Pool (in the case of a purchase and sale of the Company's interest in any Buy/Sell Pool), as the case may be, shall be deemed to be retired as of the Closing Date. The Sale Price or Buy Price shall not take into account any loan assumption costs, prepayment premiums, breakage costs or similar items unless the same will be incurred as a result of the consummation of the purchase and sale of any interest of either Member in the Company or the Company's interest in any Buy/Sell Pool, as the case may be, pursuant to a Buy/Sell Offering Notice. The failure of the Buy/Sell Responding Member to give such a responsive notice (without qualification or condition) within the required time period shall be deemed notice of an election to sell its entire interest in the Company or the Company's interest in any Buy/Sell Pool, as the case may be, to the Buy/Sell Initiating Member under clause (a) above. The date as of which the Buy/Sell Responding Member shall have given notice of its election (or be deemed to have made an election) shall be the "Buy/Sell Election Date."" In the event of the purchase and sale of any Buy/Sell Pool, an amount equal to the payment that would have been made to the Members if the Company's interest in the Buy/Sell Pool had been sold for cash to a Third Party in the amount of the Proposed Value, taking into account the allocations set forth in Article IV which would be required to be made as a result of such sale and usual and customary closing costs, shall be taken into account for purposes of determining amounts distributed under Section 5.3 hereof.

Responsive Notice. Within thirty forty five (3045) days following the date of the Buy/Sell Offering Notice, the Responding Member shall deliver to the Initiating Member a responsive notice, without qualification or condition, electing either: (a) To sell to the Initiating Member the entirety of the Responding Member's interest ’s Interest in the Company at a price (the "“Sale Price"”) equal to the amount of cash that would be distributed to the Responding Member under Article ARTICLE V (including the repayment of Member Loans or any other loans made by such Member to the Company) if all of the assets of the Company were was sold for cash in the amount of the Proposed Value taking into account the allocations set forth in Article IV which would be required to be made as a result of such sale and usual and customary closing costsValue; or (b) To purchase from the Initiating Member the entirety of the Initiating Member's interest ’s Interest in the Company at a price (the "“Buy Price"”) equal to the amount of cash that would be distributed to the Initiating Member under Article ARTICLE V (including the repayment of Member Loans or any other loans made by such Member to the Company) if all of the assets of the Company were was sold for cash in the amount of the Proposed Value taking into account the allocations set forth in Article IV which would be required to be made as a result of such sale and usual and customary closing costsValue. In calculating the amount which that would be distributed to the applicable Member under either (a) or (b) above, the Initiating Member shall take into account in determining the Proposed Value that a sum will be required to be set aside for reasonable liquidation costs and reasonable reserves, and all Company indebtedness and other liabilities shall be deemed to be retired from the assets of the Company as of the Closing Date. The Sale Price or Buy Price shall not take into account any loan assumption costs, prepayment premiums, breakage costs or similar items unless the same will be incurred as a result of the consummation of the purchase and sale of any interest Interest of either Member pursuant to a Buy/Sell Offering Notice. The failure of the Responding Member to give such a responsive notice (without qualification or condition) within the required time period shall be deemed notice of an election election, binding on all Members, to sell its entire interest under clause (a) aboveInterest to the Initiating Member. The date as of which the Responding Member shall have given notice of its election (or be deemed to have made an election) shall be the "“Buy/Sell Election Date."”