Responsive Notice Clause Samples
A Responsive Notice clause requires a party to promptly acknowledge and address notifications or communications received under the agreement. In practice, this means that when one party sends a formal notice—such as regarding a breach, request for information, or other contractual matters—the receiving party must respond within a specified timeframe, often in writing. This clause ensures timely communication between parties, reducing misunderstandings and delays, and helps maintain the smooth operation of contractual obligations.
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.
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. 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.
Responsive Notice. Within thirty (30) days following the date of the Buy/Sell Offering Notice (the “Buy/Sell Election Date”), the Responding Members shall deliver to the Initiating Members a responsive notice, without qualification or condition, electing either:
(i) To sell to the Initiating Member the entirety of the Responding Members’ Membership Interest in the Company at a price (the “Sale Price”) equal to the amount of cash the Proposed Value multiplied by the number of Membership Interest Units owned by the Responding Members; or
(ii) To purchase from the Initiating Members the entirety of the Initiating Members’ Interest in the Company at a price (the “Buy Price”) equal to the Proposed Value multiplied by the number of Membership Interest Unites owned by the Initiating Members. The failure of the Responding Members 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 Membership Interest under clause (i) above. The Member or group of Members who shall ultimately purchase the Membership Interests of the other shall be referred to as the “Purchaser.” The other Member or Members shall be referred to as the “Seller.”