Common use of Changed Conditions Clause in Contracts

Changed Conditions. If after the Effective Date and on or prior to Closing, Seller obtains Knowledge or receives actual notice of any fact or circumstance which causes any of Seller’s representations and warranties made in this Contract to be inaccurate or untrue in any material respect, Seller shall promptly give written notice thereof to Buyer specifying in reasonable detail the fact or circumstance in question and whether Seller elects to have a seven (7) day period to cure such matter (with the Closing Date being extended, with Buyer’s prior written consent, and as necessary so Seller will have a full seven (7) days to cure). If Seller does not indicate in Seller’s notice that it has elected to cure such matter of if Seller elects to but fails to cure such matter within the seven (7) day period following receipt by Buyer of Seller’s initial notice, then within ten (10) business days after either of such event, Buyer shall either terminate this Contract and immediately receive the Xxxxxxx Money Deposit or waive any objection to such matter and proceed to Closing without adjustment in the Purchase Price. Buyer’s failure to give notice of its decision shall be deemed its election to waive the objection (and the applicable representations and warranties shall be deemed performed to include exception for the new information). Except for Seller’s failure to perform its obligations in the first sentence of this grammatical paragraph, Buyer shall have no other remedy if the representation and warranty was correct when initially given, provided, that, in all events, Buyer shall have the right to terminate this Contract upon discovery of such matter as provided in this Contract. If after the Effective Date and on or prior to the Closing Date, Buyer obtains knowledge of any fact or circumstance which causes any of Seller’s representations and warranties made in this Contract to be inaccurate or untrue in any material respect, Buyer shall give Seller notice thereof. Seller shall have a seven (7) day period from the date of Buyer’s notice to cure such matter (with the Closing Date being extended (with Buyer’s prior written consent) and as necessary so Seller will have a full seven [7] days to cure). If Seller fails to cure such matter and provide Buyer with notice thereof within the seven (7) day period following Buyer’s initial notice, then within ten (10) days after the expiration of Seller’s seven (7) day cure period, Buyer shall either terminate this Contract and immediately receive the Xxxxxxx Money or waive any objection to such matter and proceed to Closing without reduction of the Purchase Price (and the applicable representation and warranty shall be deemed reformed to include exception for the new information). Buyer’s failure to give notice within ten (10) business days of its decision after Seller’s cure period shall be deemed its election to waive the objection. Except for Seller’s failure to perform its obligations in the first sentence of this grammatical paragraph, Buyer shall have no other remedy if the representation and warranty was correct when initially given, provided, that, in all events, Buyer shall have the right to terminate this Contract upon discovery of such matter as provided in this Contract.

Changed Conditions. If If, at any time, Seller discovers that one or more of the representations or warranties set forth herein or one of the conditions referenced in the representations or warranties is not accurate or has changed after the Effective Date and on execution hereof through no fault of Seller (a change caused by Seller is to be deemed a breach of this Agreement by Seller if the change results in a Material Adverse Affect with respect to the Assets), Seller shall immediately inform Buyer, in writing, of such discovery. If the changed representation, warranty, or condition referenced therein cannot be cured by Seller within a reasonable time after the date of discovery but prior to the Closing, Seller obtains Knowledge or receives actual shall provide written notice to Buyer within three (3) days of discovery that it cannot so cure the condition, in which event Buyer, at its option, may terminate this Agreement by giving written notice of any fact or circumstance which causes any termination to Seller and the Escrow Agent within seven (7) days after receipt of the notice from Seller’s representations and warranties made in this Contract to be inaccurate or untrue in any material respect, Seller shall promptly give written notice thereof to Buyer specifying in reasonable detail the fact or circumstance in question and whether Seller elects to have a unless within such seven (7) day period to cure such matter (with the Closing Date being extended, with Buyer’s prior written consent, Seller and as necessary so Seller will have a full seven (7) days to cure). If Seller does not indicate in Seller’s notice that it has elected to cure such matter of if Seller elects to but fails to cure such matter within the seven (7) day period following receipt by Buyer of Seller’s initial notice, then within ten (10) business days after either of such event, Buyer shall either terminate this Contract and immediately receive the Xxxxxxx Money Deposit or waive any objection to such matter and proceed to Closing without mutually agree upon an adjustment in the Purchase PricePrice with respect to such change. If Buyer so elects to terminate, the Deposit, with accrued interest thereon, shall thereafter immediately be returned by the Escrow Agent to Buyer’s failure . In the event that the changed representation, warranty, or condition referenced therein can be corrected within a reasonable time after the date of discovery by Seller but prior to give notice of its decision shall be deemed its election to waive the objection (and the applicable representations and warranties shall be deemed performed to include exception for the new information). Except for Seller’s failure to perform its obligations in the first sentence of this grammatical paragraphClosing, Buyer shall have no other remedy if the representation and warranty was correct when initially given, provided, that, in all events, Buyer shall not have the right to terminate this Contract upon discovery of Agreement pursuant to this Section 5.9 so long as Seller diligently proceeds to correct such matter as provided in this Contract. If after the Effective Date changed representation, warranty, or condition referenced therein within a reasonable time and on or prior to the Closing Date, Buyer obtains knowledge Closing. In the event that Seller has not completed the correction of any fact such changed representation, warranty, or circumstance which causes any of Seller’s representations and warranties made in this Contract condition prior to be inaccurate or untrue in any material respect, Buyer shall give Seller notice thereof. Seller shall have a seven (7) day period from the date of Buyer’s notice to cure such matter (with the Closing Date being extended (with Buyer’s prior written consent) and as necessary so Seller will have a full seven [7] days to cure). If Seller fails to cure such matter and provide Buyer with notice thereof within the seven (7) day period following Buyer’s initial notice, then within ten (10) days after the expiration of Seller’s seven (7) day cure period, Buyer shall either terminate this Contract and immediately receive the Xxxxxxx Money or waive any objection to such matter and proceed to Closing without reduction of the Purchase Price (and the applicable representation and warranty shall be deemed reformed to include exception for the new information). Buyer’s failure to give notice within ten (10) business days of its decision after Seller’s cure period shall be deemed its election to waive the objection. Except for Seller’s failure to perform its obligations in the first sentence of this grammatical paragraphClosing, Buyer shall have no other remedy if the representation all rights and warranty was correct when initially givenremedies available at law and in equity to enforce such obligation of Seller, providedincluding, thatwithout limitation, in all events, Buyer shall have the right to terminate this Contract upon discovery of such matter as provided in this Contractxxx Seller for specific performance. Buyer’s remedies pursuant to the preceding sentence shall survive the Closing.

Changed Conditions. If Seller shall become aware that any of the foregoing representations or warranties set forth in Section 5.01 shall be untrue at any time after the Effective Date and on or prior to Closing, Seller obtains Knowledge or receives actual notice because of any fact or circumstance events that have occurred after the Effective Date which causes any of are beyond Seller’s representations control or because of new information of which Seller becomes aware and warranties made in this Contract which was not known to be inaccurate or untrue in any material respectSeller as of the Effective Date (the “Changed Condition”), Seller shall promptly give Purchaser written notice thereof thereof. If Purchaser does not approve of such Changed Condition, Purchaser’s sole right shall be to Buyer specifying in reasonable detail elect, by written notice given to Seller on or prior to the fact or circumstance in question and whether Seller elects to have a seven earlier of (7a) day period to cure such matter (with the Closing Date being extended, with Buyer’s prior written consent, and as necessary so Seller will have a full seven (7) days to cure). If Seller does not indicate in Seller’s after receipt of written notice that it has elected to cure such matter of if Seller elects to but fails to cure such matter within the seven (7) day period following receipt by Buyer of Seller’s initial notice, then within ten (10) business days after either of such event, Buyer shall either terminate this Contract and immediately receive the Xxxxxxx Money Deposit Changed Condition or waive any objection to such matter and proceed to Closing without adjustment in the Purchase Price. Buyer’s failure to give notice of its decision shall be deemed its election to waive the objection (and the applicable representations and warranties shall be deemed performed to include exception for the new information). Except for Seller’s failure to perform its obligations in the first sentence of this grammatical paragraph, Buyer shall have no other remedy if the representation and warranty was correct when initially given, provided, that, in all events, Buyer shall have the right to terminate this Contract upon discovery of such matter as provided in this Contract. If after the Effective Date and on or prior to b) the Closing Date, Buyer to terminate this Agreement, in which event, (i) if the Changed Condition would be reasonably likely to materially and adversely affect the ownership, current use, current operation or value of the Property (a “Material Changed Condition”), the Deposit shall be refunded to Purchaser and (ii) if the Changed Condition is not a Material Changed Condition, the Deposit shall be delivered to Seller. Upon termination by Purchaser under this Section 5.05, neither party hereto shall have any further rights against, or obligations to, the other under this Agreement except those obligations expressly surviving a termination of this Agreement. If after receipt of notice from Seller of any Changed Condition or if after Purchaser otherwise obtains actual knowledge of any fact or circumstance which causes any of Seller’s representations and warranties made in this Contract a Changed Condition, Purchaser does not elect to be inaccurate or untrue in any material respect, Buyer shall give Seller notice thereof. Seller shall have a seven (7) day period from the date of Buyer’s notice to cure such matter (with the Closing Date being extended (with Buyer’s prior written consent) and as necessary so Seller will have a full seven [7] days to cure). If Seller fails to cure such matter and provide Buyer with notice thereof within the seven (7) day period following Buyer’s initial notice, then within ten (10) days after the expiration of Seller’s seven (7) day cure period, Buyer shall either terminate this Contract and immediately receive the Xxxxxxx Money or waive Agreement with respect to any objection to such matter and proceed to Closing without reduction of the Purchase Price (and the applicable representation and warranty Changed Condition that is Material as provided above, Purchaser shall be deemed reformed to include exception for the new information). Buyer’s failure have waived any claim under this Section with respect to give notice within ten (10) business days of its decision after Seller’s cure period shall be deemed its election to waive the objection. Except for Seller’s failure to perform its obligations in the first sentence of this grammatical paragraph, Buyer shall have no other remedy if the representation and warranty was correct when initially given, provided, that, in all events, Buyer shall have the right to terminate this Contract upon discovery of such matter as provided in this ContractChanged Condition.