Notice of Change in Circumstances. If you, your parent or related corporate entity, becomes a party to any litigation, investigation or transaction that may reasonably be considered to have a material impact on your ability to perform under this Agreement, you must immediately notify the City in writing. You must also notify the Department regarding incidents that significantly impact the health and safety of clients or incidents that could result in the interruption of service. You must follow procedures provided by the Department for reporting incidents. You certify that you are not currently operating under or subject to any cease and desist order, or subject to any informal or formal regulatory action, and, to the best of your knowledge, that you are not currently the subject of any investigation by any state or federal regulatory, law enforcement or legal authority. Should you become the subject of an investigation by any state or federal regulatory, law enforcement or legal authority, you shall promptly notify the City of any such investigation. You acknowledge that should you later be subject to a cease and desist order or Memorandum of Understanding, or found in violation pursuant to any regulatory action or any court action or proceeding before any administrative agency, that the City is authorized to declare you in default of this Agreement and suspend or terminate this Agreement.
Notice of Change in Circumstances. Seller shall promptly notify Buyer of any change in any condition with respect to the Property or any portion thereof or of any event or circumstance of which Seller becomes aware subsequent to the date of this Agreement which (a) materially, adversely affects the Property or any portion thereof or the use or operation of the Property or any portion thereof, (b) makes any representation or warranty of Seller to Buyer under this Agreement untrue or misleading, or (c) makes any covenant or agreement of Seller under this Agreement incapable or less likely of being performed, it being expressly understood that Seller's obligation to provide information to Buyer under this Section 9.2 shall in no way relieve Seller of any liability for a breach by Seller of any of its representations, warranties, covenants or agreements under this Agreement.
Notice of Change in Circumstances. Seller shall promptly notify Buyer of any change in any condition with respect to the Property or any portion thereof or of any event or circumstance of which Seller has Knowledge subsequent to the date of this Agreement which (a) materially, adversely affects the Property or any portion thereof or the use or operation of the Property or any portion thereof, (b) makes any representation or warranty of Seller to Buyer under this Agreement untrue or misleading, or (c) makes any covenant or agreement of Seller under this Agreement incapable or less likely of being performed, it being expressly understood that Seller’s obligation to provide information to Buyer under this Section shall in no way relieve Seller of any liability for a breach by Seller of any of its representations, warranties, covenants or agreements under this Agreement. Notwithstanding the foregoing, Buyer agrees that if, at any time prior to the Closing Date, it has knowledge of any information which would require the qualification of any of the above representations and warranties for such representation and warranty to be true, it shall immediately notify Seller in writing of such information. If Buyer has knowledge of the incorrectness of any representation or warranty made by Seller in this Agreement and fails to so notify Seller prior to the Closing Date, then such representation or warranty shall be deemed to be modified to the extent of such knowledge. Seller shall have the right to qualify such representations and warranties with any newly discovered information it receives concerning such representations and warranties after the date of this Agreement promptly upon discovering such new information (provided that such new information is not a result of Seller’s actions). If Seller has notified Buyer in writing that it will be necessary to qualify any of the above representations and warranties as provided above (i.e. as a result of new information which is not a result of Seller’s actions) when they are restated as of the Closing Date, Buyer must elect, by a writing received by Seller prior to the Closing Date (as same may be extended on a day for day basis if Seller’s notice was delivered within the three days preceding the Closing Date), to either (i) terminate this Agreement and the Escrow, in which event the Deposit shall be returned to Buyer and neither party shall have any further obligations or liabilities hereunder, except for the indemnity obligations of Buyer contained herei...
Notice of Change in Circumstances. In the event the Contractor, its parent or related corporate entity becomes a party to any litigation, investigation, or transaction that may reasonably be considered to have a material impact on the Contractor's ability to perform under this Contract, the Contractor will immediately notify the Department in writing.
Notice of Change in Circumstances. In the event the Contractor, the Contractor’s parent, or a related corporate entity becomes a party to any litigation, investigation or transaction that may reasonably be considered to have a material impact on the Contractor's ability to perform under this Contract, the Contractor will immediately notify the Department in writing.
Notice of Change in Circumstances. Subject to Section 11.3 below, Seller shall promptly notify Buyer of any substantial change in the physical condition of any portion of the Property (i.e., physical damage and/or deterioration beyond normal wear and tear) of which Seller acquires knowledge after the Effective Date or of any other event or circumstance of which Seller acquires knowledge after the Effective Date that makes any of the Seller’s warranties or representations materially untrue or misleading, it being expressly understood that Seller’s obligation to provide information to Buyer under this Section shall in no way relieve Seller of any liability for a breach by Seller of any of the Seller’s warranties or representations or of any of Seller’s covenants or agreements under this Agreement.
Notice of Change in Circumstances. Seller shall promptly notify Buyer of any change in any condition with respect to the Property or any portion thereof or of any event or circumstances of which Seller becomes aware subsequent to the Effective Date which (a) materially affects the Property or any portion thereof, the use or operation of the Property or any portion thereof, or the future development of the Property or any portion thereof, (b) makes any representation or warranty of Seller to Buyer under this Agreement untrue or misleading, or (c) makes any covenant or agreement of Seller under this Agreement incapable or materially less likely of being performed.
Notice of Change in Circumstances. Seller shall promptly notify Buyer of any change in any condition with respect to the Property or any portion thereof or of any event or circumstance of which Seller has actual knowledge subsequent to the Effective Date which (a) materially, adversely affects the Property or any portion thereof or the use or operation of the Property or any portion thereof (including, without limitation, any notice regarding the potential reconfiguration of the Highway 237 on ramp/off ramp which will have an impact on Xxxxxxx Park Drive or (b) makes any representation or warranty of Seller to Buyer under this Agreement untrue or misleading.
Notice of Change in Circumstances. Seller shall promptly notify Buyer of any change in any condition with respect to the Property or any portion thereof or of any event or circumstance of which Seller obtains actual knowledge subsequent to the Execution Date which (a) materially and directly affects the Property or any portion thereof, or the use or operation of the Property or any portion thereof, (b) makes any representation or warranty of Seller to Buyer under this Agreement untrue or misleading in any material respect, or (c) makes any covenant or agreement of Seller under this Agreement incapable or substantially less likely of being performed.
Notice of Change in Circumstances. Seller shall promptly notify Buyer of any material change in any condition with respect to the Property or any portion thereof of which Seller has knowledge subsequent to the date of this Agreement, it being expressly understood that Seller’s obligation to provide information to Buyer under this Section shall in no way impose any liability upon Seller or relieve Buyer of its obligations to conduct its own due diligence regarding the Property and to make its own inspection of the Property prior to Closing to verify its condition.
