Common use of Default by Responding Member Clause in Contracts

Default by Responding Member. (a) If the Responding Member accepts the Initiating Member's offer to sell to the Responding Member all of the Initiating Member's Units and Membership Interest, and the Responding Member defaults in its obligation to purchase the Initiating Member's Units and Membership Interest on the date specified in Section 10.7.6 (a) for the closing of the purchase and sale of the Initiating Member's Units and Membership Interest, then the Initiating Member may elect either: (1) to purchase all, but not less than all, of the Units and Membership Interest of the Responding Member for a price per Unit equal to 95% of the Unit Price and otherwise on the terms and subject to the conditions set forth in this Section 10.7; or (2) to cause the Company to be liquidated and dissolved in accordance with Article 11. (b) The two options that may be elected by the Initiating Member pursuant to Section 10.7.4(a) are exclusive of each other but are not exclusive of any other right or remedy that may be available to the Initiating Member at law or equity as a result of the Responding Member's default. (c) The Initiating Member may make an election pursuant to Section 10.7.4(a) by delivering written notice of its election to the Responding Member, with a copy to each Other Member, at any time after the date specified in Section 10.7.6 (a) for the closing of the purchase and sale of the Initiating Member's Units and Membership Interest and prior to such time, if any, as the Responding Member stands ready, willing, and able to purchase the Initiating Member's Units and Membership Interest in accordance with this Section 10.7.