The following is from the governing documents for The Marriott Vacation Club Destinations® Program. Although not specifically spelled out in contract, I think your broker is essentially correct. MVC will likely look at the NET proceeds payable by buyer to seller, that is, proceeds less expenses. So, if MVC exercises ROFR, seller gets the same net proceeds it would have received from the buyer.
"In consideration of the affirmative obligations of and benefits to all Beneficiaries provided by
Developer under the Trust Agreement, when any Interest is offered for sale, Developer will have the
exclusive option to purchase such Interest at the price and on the other terms of any bona fide offer made
in writing to the Beneficiary at such time and submitted to Developer for verification. Each Beneficiary
will notify Developer in writing of its intent to sell its Interest and provide Developer with a copy of the
offer received. Such notice will include the full terms and conditions of the sale, and the full name and
primary address of the prospective true buyer (as distinguished from agents and intermediaries). Notice
of a Beneficiary’s intent to sell will be sent to Developer at 6649 Westwood Boulevard, Orlando, Florida
32821-6090 or such other department or address as may be designated by Developer from time to time.
Developer will have thirty (30) days after receipt of such notice to exercise its option to purchase the
Interest at the same price and on the same monetary terms and conditions as the verified offer. If
Developer does not notify the Beneficiary of its election to purchase the Interest within such thirty (30)
day period, then the Beneficiary may sell the Interest to the subject bona fide offeror subject to the Trust
Agreement and to all limitations set forth in the Trust Agreement, at a price not lower than that at which
it was offered to Developer. In addition, any permitted sale between a Beneficiary and a bona fide third
party will be deemed to contain a provision requiring that any sums due to the Association as
Assessments must be paid in full as a condition of closing of the sale. Should, however, such sale to a
third party not be consummated within four (4) months after the date the offer is transmitted to
Developer at the price and terms equal to or less favorable than those offered to Developer, the terms and
limitations of Developer’s right of first refusal will again be imposed on any sale by a Beneficiary. If
Developer elects to purchase such Interest, the transaction will be consummated on the terms offered;
provided, however, that Developer will have a minimum of thirty (30) days from the delivery of notice of
Developer’s election to exercise Developer’s option to consummate the transaction. Developer may
impose an administrative charge in connection with the waiver of this right of first refusal."