Change in Facts or Circumstances Sample Clauses

Change in Facts or Circumstances. If, prior to Closing, Seller becomes aware of any fact or circumstance which would make any representation or warranty contained in this Agreement inaccurate, Seller shall promptly notify Purchaser in writing of such fact or circumstance.
Sample 1
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Change in Facts or Circumstances. If, prior to Closing, either party becomes aware of any fact or circumstance which would make any representation or warranty contained in this Agreement materially inaccurate, such party shall promptly notify the other party in writing of such fact or circumstance.
Sample 1
Change in Facts or Circumstances. If, prior to Closing, such Contributor becomes aware of any fact or circumstance which would make any representation or warranty contained in this Agreement inaccurate, such Contributor shall promptly notify the Operating Partnership in writing of such fact or circumstance.
Sample 1
Change in Facts or Circumstances. To Contributors’ knowledge, all information submitted by Buffalo Pointe and its properties to the Company and the Operating Partnership in the ordinary course of business and in all financial statements, rent rolls, reports, certificates and other documents submitted to the Company and the Operating Partnership in the ordinary course of business are accurate, complete and correct in all material respects. To Contributors’ knowledge, Buffalo Pointe and its properties have provided to the Company and the Operating Partnership the financial statements of Buffalo Pointe and its properties as of and for the most recent quarter end. To Contributors’ knowledge, Buffalo Pointe and its properties have provided to the Company and the Operating Partnership the rent rolls for the properties which Buffalo Pointe owns as of the most recent month end. To Contributors’ knowledge, there has been no material adverse change in any condition, fact, circumstance or event that would make any such information inaccurate, incomplete or otherwise misleading in any material respect or that otherwise materially and adversely affects or might materially and adversely affect the use, operation or value of the properties Buffalo Pointe owns. To Contributors’ knowledge, it has disclosed to the Company and the Operating Partnership all material facts and has not failed to disclose any material fact that could cause any information described in this representation or warranty materially misleading.
Sample 1
Change in Facts or Circumstances. If, prior to the Closing has occurred with respect to all of the Properties, any Seller becomes actually aware of any fact or circumstance which would make either any representation or warranty contained in this Agreement or any of the documents or other materials provided to Purchaser pursuant to this Agreement inaccurate, such Seller shall promptly notify Purchaser in writing of such fact or circumstance; provided, however, that in no event shall any Seller have any liability, obligation or responsibility with respect to any representation or warranty which was true and accurate when made by such Seller upon the execution and delivery of this Agreement, but which subsequently becomes untrue or inaccurate merely by the passage of time or by an action which such Seller is authorized or permitted to take under this Agreement (e.g. any new Leases, Contracts) or for any reason which is not a breach or default by such Seller of the covenants made by such Seller in this Section 12.
Sample 1

Related to Change in Facts or Circumstances

  • No Change in Facts or Circumstances All information in the application for the loan submitted to Lender (the "Loan Application") and in all financial statements, rent rolls, reports, certificates and other documents submitted in connection with the Loan Application are complete and accurate in all material respects. There has been no material adverse change in any fact or circumstance that would make any such information incomplete or inaccurate.

  • No Change in Facts or Circumstances; Disclosure All information submitted by and on behalf of Borrower to Lender and in all financial statements, rent rolls (including the rent roll attached hereto as Schedule I), reports, certificates and other documents submitted in connection with the Loan or in satisfaction of the terms thereof and all statements of fact made by Borrower in this Agreement or in any other Loan Document, are true, complete and correct in all material respects. There has been no material adverse change in any condition, fact, circumstance or event that would make any such information inaccurate, incomplete or otherwise misleading in any material respect or that otherwise materially and adversely affects or might materially and adversely affect the use, operation or value of the Property or the business operations or the financial condition of Borrower. Borrower has disclosed to Lender all material facts and has not failed to disclose any material fact that could cause any Provided Information or representation or warranty made herein to be materially misleading.

  • Adverse Circumstances No condition, circumstance, event, agreement, document, instrument, restriction, litigation or proceeding (or threatened litigation or proceeding or basis therefor) exists which: (i) would have a Material Adverse Effect upon Debtor; or (ii) would constitute an Event of Default or an Unmatured Event of Default.

  • Change of Circumstances The Company will, at any time during the pendency of a Placement Notice advise the Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.

  • Changed Circumstances In the event that:

  • No Undisclosed Events or Circumstances No event or circumstance has occurred or exists with respect to the Company or its subsidiaries or their respective businesses, properties, prospects, operations or financial condition, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed.

  • Change in Circumstances SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of any Interest Period for any Euro-Dollar Loan:

  • Changes in Circumstances It is expressly understood and agreed that the Grantee assumes all risks incident to any change hereafter in the applicable laws or regulations or incident to any change in the market value of the Restricted Shares after the date hereof.

  • No Undisclosed Events, Liabilities, Developments or Circumstances No event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced, (ii) could have a material adverse effect on any Buyer’s investment hereunder or (iii) could have a Material Adverse Effect.

  • Notice of Certain Events or Circumstances Each party agrees, upon learning of the occurrence or existence of any event or condition that constitutes (or that with the giving of notice or passage of time or both would constitute) an Event of Default or Termination Event with respect to such party, promptly to give the other party notice of such event or condition (or, in lieu of giving notice of such event or condition in the case of an event or condition that with the giving of notice or passage of time or both would constitute an Event of Default or Termination Event with respect to the party, to cause such event or condition to cease to exist before becoming an Event of Default or Termination Event); provided that failure to provide notice of such event or condition pursuant to this Part 5(n) shall not constitute an Event of Default or a Termination Event.

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