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 the 60th day Within thirty (30) days after the receipt by delivery of a Claim Notice to the Responding Member of the Buy-Sell NoticeAgent, the Responding Member may give Agent shall deliver to ADAC a written notice (the “"Response Notice”") either containing: (ia) accepting instructions to the Initiating Member’s offer effect that shares of Holdback Common Stock having a Stipulated Value (as defined below) equal 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 entire Claim Amount set forth in Section 10.11(i). If such Claim Notice are to be released to ADAC; or (b) instructions to the Response effect that shares of Holdback Common Stock having a Stipulated Value equal to a specified portion (but not the entire amount) of the Claim Amount set forth in such Claim Notice provides are to be released to ADAC, together with a statement that the Responding Member remaining portion of such Claim Amount is agreeing being disputed; (c) a statement that the entire Claim Amount set forth in such Claim Notice is being disputed; or (d) if the Claim Notice relates to purchase all a third party claim and the Agent, on behalf of the Initiating Member’s interests in the Company persons 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 entities entitled to the lesser Holdback Common Stock, desires to defend, indemnify and hold harmless ADAC against the underlying claim, has executed an agreement to that effect with ADAC and posted any security deemed reasonably necessary by ADAC and has actually assumed the defense of 5% of (i) the Company Value or the Property Valuesuch claim by such date, 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 instructions to the Escrow Agent an amount equal effect that the shares of Holdback Common Stock that would otherwise by released to the Buy-Sell Deposit ADAC with respect to the Selling Property or the selling Member’s Interest, as the case may be. If the Responding Member fails such claim shall continue to deposit the Buy-Sell Deposit as and when required pursuant to this paragraph (b), the Response Notice shall be deemed defective, retained by ADAC in accordance with the same consequences other provisions hereof as through if the Response Claim Notice with respect to such third party claim had not been deliveredmade. Agent shall reimburse ADAC for reasonable costs of providing assistance in such litigation as requested by Agent. ADAC shall have the right to participate, at its own expense, in the defense of any such third party claim, and, to the extent any settlement of such claim could reasonably be expected to have an adverse effect on ADAC or its business, properties or assets, or requires any action on the part of ADAC, shall have the right to consent to any settlement thereof. If no Response Notice is received by ADAC from the Initiating Member fails to deposit the Buy-Sell Deposit as and when required pursuant to this paragraph Agent within thirty (b), and such failure is not cured within 5 business 30) days after written notice from the other Memberdelivery of a Claim Notice to the Agent, then the Initiating Member shall be in default of this Agreement, and Companies shall be deemed to be have given instructions that shares of Holdback Common Stock having a “Defaulted Member,” with Stipulated Value equal to the consequences entire Claim Amount set forth in Section 10.11(k) belowsuch Claim Notice are to be released to ADAC.

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.

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.