Common use of Election by Responding Member Clause in Contracts

Election by Responding Member. The Responding Member may accept either the Initiating Member's offer to sell the Initiating Member's Units and Membership Interest or the Initiating Member's offer to purchase the Responding Member's Units and Membership Interest, each as set forth in the Buy/Sell Notice, by sending written notice (the "Acceptance Notice") of its acceptance of either such offer to the Initiating Member, with a copy to each Other Member, within forty-five (45) calendar days after its receipt of the Buy/Sell Notice. If the Responding Member fails to send the Acceptance Notice to the Initiating Member within forty-five (45) calendar days after its receipt of the Buy/Sell Notice, the Responding Member shall be deemed to have accepted the Initiating Member's offer to purchase the Responding Member's Units and Membership Interest.