Common use of Change in Representations Clause in Contracts

Change in Representations. If, after the Effective Date and prior to the Takedown, either party obtains actual knowledge of any fact, matter or circumstance which causes any of its representations made in Sections 2.1 or 2.2 to be inaccurate or untrue in any material respect, such party shall 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, then such party shall be obligated to cause the representation to be true as of the Takedown, and the other party shall have no right to exercise its remedy set forth in this Section. If the sending party does not advise the otherparty 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, in the case of the City, it may elect not to consummate the Takedown, and, in the case of the Developer, it may elect not to consummate the transfer on the Takedown Date. The failure to elect not to close within the 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 hereto.

Change in Representations. If, after the Effective Date and prior to the any applicable Takedown, either party obtains actual knowledge of any fact, matter or circumstance which causes any of its representations made in Sections 2.1 or 2.2 to be inaccurate or untrue in any material respect, such party shall 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 correctcorrect as to the particular parcel of property which is the subject of the applicable Takedown, then such party shall be obligated to cause the representation to be true as of the applicable Takedown, and the other party shall have no right to exercise its remedy set forth in this Section. If the sending party does not advise the otherparty 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 correctcorrect as to the particular parcel of property which is the subject of the applicable Takedown, thenthen such other party shall have until the date which is 7 days after the date of the Disclosure Notice, at its option, to elect, in the case of the City, it may elect not to consummate the Takedownany more Takedowns hereunder, and, in the case of the Developer, it may elect not to consummate the transfer on sale at the Takedown Dateapplicable Takedown. The failure to elect not to close within the 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 hereto.thereto.‌

Change in Representations. If, after the Effective Date and prior to the any applicable Takedown, either party obtains actual knowledge of any fact, matter or circumstance which causes any of its representations made in Sections 2.1 or 2.2 to be inaccurate or untrue in any material respect, such party shall 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 correctcorrect as to the particular parcel of property which is the subject of the applicable Takedown, then such party shall be obligated to cause the representation to be true as of the applicable Takedown, and the other party shall have has no right to exercise its remedy set forth in this Section. If the sending party does not advise the otherparty 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 correctcorrect as to the particular parcel of property which is the subject of the applicable Takedown, thenthen such other party has until the date which is five Business Days after the date of the Disclosure Notice, at its option, to elect, in the case of the City, it may elect not to consummate the Takedownany more Takedowns hereunder, and, in the case of the DeveloperXxxxxxx, it may elect not to consummate the transfer on sale or lease at the Takedown Dateapplicable Takedown. The failure to elect not to close within the 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 heretothereto.

Change in Representations. If, after the Effective Date and prior to the TakedownClosing Date, either any party obtains actual knowledge Actual Knowledge of any fact, matter matter, or circumstance which causes any of its representations made in Sections 2.1 2.1, 2.2, or 2.2 2.3 to be inaccurate or untrue in any material respectmore than a minor way, such party shall must 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 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 shall be obligated to cause has until the representation to be true as date which is 10 days after the date of the TakedownDisclosure Notice, and the other party shall have no right at its option, to exercise its remedy set forth in terminate this Section. If the sending party does not advise the otherparty 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, in the case of the City, it may elect not to consummate the Takedown, and, in the case of the Developer, it may elect not to consummate the transfer on the Takedown DateAgreement. The failure to elect not to close terminate 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 heretothereto. Except as amended in accordance with this Section, all representation and warranties survive closing.