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 During the 60th 20-business day after the period commencing upon receipt by the Responding Member Stockholders’ Agent of a Claim Notice from an Indemnitee (the Buy-Sell Notice“Dispute Period”), the Responding Member Stockholders’ Agent may give deliver to the Indemnitee and to the Escrow Agent a written notice response (the “Response Notice”) either in which the Stockholders’ Agent states that it is a Response Notice under this Agreement, and: (ia) accepting agree that the Initiating Member’s offer full Claimed Amount is owed to purchase all the Indemnitee; (b) agree that part, but not all, of the Responding Member’s interests in Claimed Amount is owed to the Company or purchase Indemnitee (the Selling Properties for the Property Value, as the case may be, “Agreed Amount”); or (iic) agreeing to purchase all indicate that no part of the Initiating Member’s interests in Claimed Amount is owed to 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)Indemnitee. If the Response Notice provides that the Responding Member is agreeing to purchase all delivered in accordance with clause “(b)” or “(c)” of the Initiating Member’s interests in the Company or the Selling Propertiespreceding sentence, the Response Notice shall be accompanied by also contain a brief description of the tender to facts and circumstances supporting the Stockholders’ Agent’s claim that only a third-party escrow agent selected by portion or no part of the Initiating Member (the “Escrow Agent”) in an amount equal Claimed Amount is owed to the lesser of 5% of (i) the Company Value or the Property Value, or (ii) $1,000,000Indemnitee, as the case may be (any part of the Claimed Amount that is not agreed to be owed to the Indemnitee pursuant to the Indemnitee’s Claim Notice being referred to as the “Buy-Sell DepositContested Amount”). If the a 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 is not received by the Escrow Agent from the Stockholder’s Agent prior to the expiration of the Dispute Period, then the Stockholders’ Agent shall be conclusively deemed to have agreed that an amount equal to the Buy-Sell Deposit with respect full Claimed Amount (or if the full Claimed Amount exceeds the value of the Indemnification Escrow Property, then all of the Indemnification Escrow Property) may be released to the Selling Property or Indemnitee from the selling Member’s InterestIndemnification Escrow Account. Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, 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) belowamended.

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.

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.