Responsive Notice Sample Clauses

Responsive Notice. Not later than thirty (30) days following the date of the Buy/Sell Offering Notice (the “Buy/Sell Response Deadline Date”), the Buy/Sell Responding Partner shall deliver to the Initiating Partner a responsive notice, without qualification or condition, electing either: 16.2.1 To require the Partnership to sell to the Buy/Sell Initiating Partner, such Properties as are the subject of the Buy/Sell Offering Notice, at the Purchase Price; or 16.2.2 To purchase from the Partnership, such Properties as are the subject of the Buy/Sell Offering Notice, at the Purchase Price proposed by the Buy/Sell Initiating Partner. 16.2.3 TRT LLC shall have the right, which shall be exercised in the offering/responsive notice, to acquire 100% of DCT LLC’s ownership interests in the Fee Owner rather than the fee simple interest in the Property or remaining Properties which is/are the subject of the Buy/Sell for a sum equal to the same purchase price as would have been paid for the fee simple interest in the Property(ties) multiplied by DCT’s Percentage Interest in such Property(ies). Notwithstanding anything to the contrary contained herein, the Partners acknowledge and agree that with respect to any DCX Asset, DCT LLC may acquire only the fee simple interest in the Properties. 16.2.4 The foregoing provisions are all subject to Section 13.24 of this Agreement.
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Responsive Notice. Unless the Buy/Sell Offering Notice is withdrawn as set forth above, within 30 days following the date of the Buy/Sell Offering Notice, the Responding Member shall deliver to the Initiating Member a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 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 the adjustments required to be made hereunder; 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 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 the adjustments required to be made 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.
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Responsive Notice. 13.2.1 Failure to Deliver Non-Triggering Member Valuation Notice. If Non- Triggering Member fails to provide a Non-Triggering Member Valuation Notice, FL Triggering Member may cause the Company and each Subsidiary Entity to market and sell the portfolio of Approved Projects (the “Remaining Portfolio”) in accordance with Section 13.8 below.
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Related to Responsive Notice

  • CAFA Notice Pursuant to 28 U.S.C. § 1715, not later than ten (10) days after the Agreement is filed with the Court, the Settlement Administrator shall cause to be served upon the Attorneys General of each U.S. State in which Settlement Class members reside, the Attorney General of the United States, and other required government officials, notice of the proposed settlement as required by law, subject to Paragraph 5.1 below.

  • Response to Notice Within ten business days of receiving the Claim Notice, the Respondent must notify the Claimant of its representative to negotiate the dispute.

  • Delivery Notice Notice of the Aircraft's Delivery Date, given by the Lessee as provided in Section 3.01 of the Participation Agreement and including any notice with respect to a postponed Delivery Date given by the Lessee pursuant to Section 3.05(c) of the Participation Agreement.

  • Notice of Complaints Each Seller shall promptly notify the applicable Purchaser upon becoming aware of any complaint concerning any Serviced Appointment made by any party to the Serviced Corporate Trust Contracts, any Securityholder, any Credit Enhancement Provider or any rating agency.

  • Third Party Notices Portions of the Apple Software or Services may utilize or include third party software and other copyrighted material. Acknowledgements, licensing terms and disclaimers for such material are contained in the electronic documentation for the Apple Software and Services, and Your use of such material is governed by their respective terms.

  • Notice Any notice required or permitted to be given by either party to the other shall be deemed sufficient if sent by registered or certified mail, postage prepaid, addressed by the party giving notice to the other party at the last address furnished by the other party to the party giving notice: if to the Issuer, at 00 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, and if to Distributors, at 00 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx.

  • Providing Notice of Breaches 8.1 If Covered Entity determines that an impermissible acquisition, access, use or disclosure of PHI for which one of Business Associate’s employees or agents was responsible constitutes a Breach as defined in 45 CFR § 164.402, and if requested by Covered Entity, Business Associate shall provide notice to the individual(s) whose PHI has been the subject of the Breach. When requested to provide notice, Business Associate shall consult with Covered Entity about the timeliness, content and method of notice, and shall receive Covered Entity’s approval concerning these elements. The cost of notice and related remedies shall be borne by Business Associate. 8.2 If Covered Entity or Business Associate determines that an impermissible acquisition, access, use or disclosure of PHI by a Subcontractor of Business Associate constitutes a Breach as defined in 45 CFR § 164.402, and if requested by Covered Entity or Business Associate, Subcontractor shall provide notice to the individual(s) whose PHI has been the subject of the Breach. When Covered Entity requests that Business Associate or its Subcontractor provide notice, Business Associate shall either 1) consult with Covered Entity about the specifics of the notice as set forth in section 8.1, above, or 2) require, by contract, its Subcontractor to consult with Covered Entity about the specifics of the notice as set forth in section 8.1 8.3 The notice to affected individuals shall be provided as soon as reasonably possible and in no case later than 60 calendar days after Business Associate reported the Breach to Covered Entity. 8.4 The notice to affected individuals shall be written in plain language and shall include, to the extent possible, 1) a brief description of what happened, 2) a description of the types of Unsecured PHI that were involved in the Breach, 3) any steps individuals can take to protect themselves from potential harm resulting from the Breach, 4) a brief description of what the Business Associate is doing to investigate the Breach, to mitigate harm to individuals and to protect against further Breaches, and 5) contact procedures for individuals to ask questions or obtain additional information, as set forth in 45 CFR § 164.404(c). 8.5 Business Associate shall notify individuals of Breaches as specified in 45 CFR § 164.404(d) (methods of individual notice). In addition, when a Breach involves more than 500 residents of Vermont, Business Associate shall, if requested by Covered Entity, notify prominent media outlets serving Vermont, following the requirements set forth in 45 CFR § 164.406.

  • Legal Action Notice A prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, One Hundred Thousand Dollars ($100,000) or more; and

  • Timely Notice Failure to timely provide such notice required by subsection (g) above shall entitle Warrantholder to retain the benefit of the applicable notice period notwithstanding anything to the contrary contained in any insufficient notice received by Warrantholder. The notice period shall begin on the date Warrantholder actually receives a written notice containing all the information specified above.

  • Sending Notices Any notice required or permitted to be given under this Security Agreement shall be sent in accordance with Section 9.01 of the Credit Agreement.

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