Common use of Change in Representations Clause in Contracts

Change in Representations. If, after the Effective Date and prior to the Closing Date, any party obtains Actual Knowledge of any fact, matter, or circumstance which causes any of its representations made in Sections 2.1, 2.2, or 2.3 to be inaccurate or untrue in more than a minor way, such party must submit written notice thereof to the other party (a “Disclosure Notice”) specifying in reasonable detail such fact, matter, or circumstance. The disclosure of such fact, matter, or circumstance by a Disclosure Notice will not be an Event of Default under this Agreement. If, in the Disclosure Notice, the sending party agrees to take such action as is necessary to remedy the fact, matter, or circumstance disclosed in the Disclosure Notice and otherwise cause the subject representation to be true and correct as to the Property by the‌ Closing Date, then such party is obligated to cause the representation to be true as of the Closing Date, and the other party has no right to exercise its remedy set forth in this Section. If the sending party does not advise the other party in the Disclosure Notice that it agrees to take such action as is necessary to remedy the fact, matter, or circumstance disclosed in the Disclosure Notice and otherwise cause the subject representation to be true and correct, then such other party has until the date which is 10 days after the date of the Disclosure Notice, at its option, to terminate this Agreement. The failure to elect to terminate within the 10-day period described in the preceding sentence will be deemed to be a waiver of the fact, matter, or circumstance disclosed by the Disclosure Notice, in which case the subject representation will be deemed amended to include the information contained in the Disclosure Notice without an obligation to effect any cure or remedy with respect thereto. Except as amended in accordance with this Section, all representation and warranties survive closing.

Change in Representations. If, after the Effective Date and prior to the Closing DateTakedown, any either party obtains Actual Knowledge actual knowledge of any fact, matter, matter or circumstance which causes any of its representations made in Sections 2.1, 2.2, 2.1 or 2.3 2.2 to be inaccurate or untrue in more than a minor wayany material respect, such party must shall submit written notice thereof to the other party (a “Disclosure Notice”) specifying in reasonable detail such fact, matter, matter or circumstance. The disclosure of such fact, matter, matter or circumstance by a Disclosure Notice will not be an Event of Default under this Agreement. If, in the Disclosure Notice, the sending party agrees to take such action as is necessary to remedy the fact, matter, or circumstance disclosed in the Disclosure Notice and otherwise cause the subject representation to be true and correct as to the Property by the‌ Closing Date, then such party is obligated to cause the representation to be true as of the Closing Date, and the other party has no right to exercise its remedy set forth in this Section. If the sending party does not advise the other party in the Disclosure Notice that it agrees to take such action as is necessary to remedy the fact, matter, matter or circumstance disclosed in the Disclosure Notice and otherwise cause the subject representation to be true and correct, then such party shall be obligated to cause the representation to be true as of the Takedown, and the other party has until shall have no right to exercise its remedy set forth in this Section. If the date which sending party does not advise the otherparty in the Disclosure Notice that it agrees to take such action as is 10 days after necessary to remedy the date fact, matter or circumstance disclosed in the Disclosure Notice and otherwise cause the subject representation to be true and correct, then, in the case of the Disclosure NoticeCity, at its optionit may elect not to consummate the Takedown, and, in the case of the Developer, it may elect not to terminate this Agreementconsummate the transfer on the Takedown Date. The failure to elect not to terminate close within the 10-day period described in the preceding sentence will be deemed to be a waiver of the fact, matter, matter or circumstance disclosed by the Disclosure Notice, in which case the subject representation will be deemed amended to include the information contained in the Disclosure Notice without an obligation to effect any cure or remedy with respect thereto. Except as amended in accordance with this Section, all representation and warranties survive closinghereto.

Change in Representations. If, after the Effective Date and prior to the Closing Dateany applicable Takedown, any either party obtains Actual Knowledge actual knowledge of any fact, matter, matter or circumstance which causes any of its representations made in Sections 2.1, 2.2, 2.1 or 2.3 2.2 to be inaccurate or untrue in more than a minor wayany material respect, such party must shall submit written notice thereof to the other party (a “Disclosure Notice”) specifying in reasonable detail such fact, matter, matter or circumstance. The disclosure of such fact, matter, matter or circumstance by a Disclosure Notice will not be an Event of Default under this Agreement. If, in the Disclosure Notice, the sending party agrees to take such action as is necessary to remedy the fact, matter, matter or circumstance disclosed in the Disclosure Notice and otherwise cause the subject representation to be true and correct as to the Property by the‌ Closing Dateparticular parcel of property which is the subject of the applicable Takedown, then such party is shall be obligated to cause the representation to be true as of the Closing Dateapplicable Takedown, and the other party has shall have no right to exercise its remedy set forth in this Section. If the sending party does not advise the other party in the Disclosure Notice that it agrees to take such action as is necessary to remedy the fact, matter, matter or circumstance disclosed in the Disclosure Notice and otherwise cause the subject representation to be true and correctcorrect as to the particular parcel of property which is the subject of the applicable Takedown, then such other party has shall have until the date which is 10 7 days after the date of the Disclosure Notice, at its option, to terminate this Agreementelect, in the case of the City, not to consummate any more Takedowns hereunder, and, in the case of Developer, not to consummate the sale at the applicable Takedown. The failure to elect not to terminate close within the 10-day period described in the preceding sentence will be deemed to be a waiver of the fact, matter, matter or circumstance disclosed by the Disclosure Notice, in which case the subject representation will be deemed amended to include the information contained in the Disclosure Notice without an obligation to effect any cure or remedy with respect thereto. Except as amended in accordance with this Section, all representation and warranties survive closing.thereto.‌

Change in Representations. If, after the Effective Date and prior to the Closing Dateany applicable Takedown, any either party obtains Actual Knowledge actual knowledge of any fact, matter, matter or circumstance which causes any of its representations made in Sections 2.1, 2.2, 2.1 or 2.3 2.2 to be inaccurate or untrue in more than a minor wayany material respect, such party must shall submit written notice thereof to the other party (a “Disclosure Notice”) specifying in reasonable detail such fact, matter, matter or circumstance. The disclosure of such fact, matter, matter or circumstance by a Disclosure Notice will not be an Event of Default under this Agreement. If, in the Disclosure Notice, the sending party agrees to take such action as is necessary to remedy the fact, matter, matter or circumstance disclosed in the Disclosure Notice and otherwise cause the subject representation to be true and correct as to the Property by the‌ Closing Dateparticular parcel of property which is the subject of the applicable Takedown, then such party is shall be obligated to cause the representation to be true as of the Closing Dateapplicable Takedown, and the other party has no right to exercise its remedy set forth in this Section. If the sending party does not advise the other party in the Disclosure Notice that it agrees to take such action as is necessary to remedy the fact, matter, matter or circumstance disclosed in the Disclosure Notice and otherwise cause the subject representation to be true and correctcorrect as to the particular parcel of property which is the subject of the applicable Takedown, then such other party has until the date which is 10 days five Business Days after the date of the Disclosure Notice, at its option, to terminate this Agreementelect, in the case of the City, not to consummate any more Takedowns hereunder, and, in the case of Xxxxxxx, not to consummate the sale or lease at the applicable Takedown. The failure to elect not to terminate close within the 10-day period described in the preceding sentence will be deemed to be a waiver of the fact, matter, matter or circumstance disclosed by the Disclosure Notice, in which case the subject representation will be deemed amended to include the information contained in the Disclosure Notice without an obligation to effect any cure or remedy with respect thereto. Except as amended in accordance with this Section, all representation and warranties survive closing.