Common use of Notice of Change in Circumstances; Litigation Clause in Contracts

Notice of Change in Circumstances; Litigation. Transferor shall promptly notify Transferee of any change (collectively, the “Changes”) in any condition with respect to any Property or any portion thereof or of any event or circumstance of which Transferor obtains knowledge subsequent to the Execution Date which (a) materially affects such Property or any portion thereof, or the use or operation of such Property or any portion thereof, (b) makes any representation or warranty of Transferor to Transferee under this Agreement untrue or misleading in any material respect or (c) makes any covenant or agreement of Transferor under this Agreement incapable or substantially less likely of being performed, it being expressly understood that Transferor’s obligation to provide information to Transferee under this Section 10.4 shall in no way relieve Transferor of any liability for a breach by Transferor of any of its representations, warranties, covenants or agreements under this Agreement. In the event that any proceeding of the character described in Section 8.4 hereof is initiated prior to the Closing, Transferor shall promptly advise Transferee in writing. Notwithstanding anything to the contrary contained herein, if Transferor becomes aware after the Execution Date of any Changes that (i) make any representation or warranty of Transferor set forth in this Agreement (which was true, correct and complete as of the Execution Date) untrue, incorrect or incomplete or (ii) make any covenant or agreement of Transferor under this Agreement (which was, as of the Execution Date, capable of being performed) incapable or substantially less likely of being performed, to the extent that such Changes are not a result of Transferor’s breach of this Agreement, such Changes shall not constitute a default by Transferor hereunder and Transferor shall have no liability to Transferee with respect thereto, but Transferor shall promptly notify Transferee of such Changes.

Notice of Change in Circumstances; Litigation. Transferor IWRA shall promptly notify Transferee HBR of any change (collectively, the “Changes”"CHANGES") in any condition with respect to any the Property or any portion thereof or of any event or circumstance of which Transferor IWRA obtains knowledge subsequent to the Execution Date which that (a) materially affects such the Property or any portion thereof, or the use or operation of such the Property or any portion thereof, (b) makes any representation or warranty of Transferor IWRA to Transferee HBR under Article 9 of this Agreement untrue or misleading in any material respect or (c) makes any covenant or agreement of Transferor IWRA under this Agreement incapable or substantially less likely of being performed, it being expressly understood that Transferor’s IWRA's obligation to provide information to Transferee HBR under this Section 10.4 4.5 shall in no way relieve Transferor IWRA of any liability for a breach by Transferor IWRA of any of its representations, warranties, covenants or agreements under this Agreement. In addition to the foregoing, on or before the Closing Date, IWRA shall deliver to HBR written notice of any Changes of which IWRA has knowledge that have occurred since or subsequent to the Execution Date. In the event that any proceeding "Proceeding" of the character described in Section 8.4 9.3 hereof is initiated prior to the Closing, Transferor IWRA shall promptly advise Transferee HBR in writing. Notwithstanding anything to the contrary contained herein, if Transferor IWRA becomes aware after the Execution Date of any Changes that (i) make any representation or warranty of Transferor set forth in this Agreement (which was true, correct and complete as of the Execution Date) untrue, incorrect or incomplete or (ii) make any covenant or agreement of Transferor IWRA under this Agreement (which was, as of the Execution Date, capable of being performed) incapable or substantially less likely of being performed, to the extent that such Changes are not a result of Transferor’s IWRA's breach of this Agreement, such Changes shall not constitute a default by Transferor IWRA hereunder and Transferor shall have no liability to Transferee HBR with respect thereto, but Transferor IWRA shall promptly notify Transferee HBR of such Changes.

Notice of Change in Circumstances; Litigation. Transferor Seller shall promptly notify Transferee Buyer of any change (collectively, the “Changes”) in any condition with respect to any Property of the Properties or any portion thereof or of any event or circumstance of which Transferor Seller obtains knowledge subsequent to the Execution Date which which: (a) materially affects such Property any of the Properties or any portion thereof, or the use or operation of such Property any of the Properties or any portion thereof, (b) makes any representation or warranty of Transferor Seller to Transferee Buyer under this Agreement untrue or misleading in any material respect or (c) makes any covenant or agreement of Transferor Seller under this Agreement incapable or substantially less likely of being performed, it being expressly understood that TransferorSeller’s obligation to provide information to Transferee Buyer under this Section 10.4 9.2 shall in no way relieve Transferor Seller of any liability for a breach by Transferor Seller of any of its their representations, warranties, covenants or agreements under this Agreement. In the event that any proceeding of the character described in Section 8.4 hereof is initiated prior to the Closing, Transferor shall promptly advise Transferee in writing. Notwithstanding anything to the contrary contained herein, if Transferor Seller becomes aware after the Execution Date of any Changes that that: (i) make any representation or warranty of Transferor set forth in this Agreement (which was true, correct and complete as of the Execution Date) untrue, incorrect or incomplete incomplete, in any material respect, or (ii) make any covenant or agreement of Transferor Seller under this Agreement (which was, as of the Execution Date, capable of being performed) incapable or substantially less likely of being performed, to the extent that such Changes are not a result of TransferorSeller’s breach of this AgreementAgreement or resulting from Seller’s intentional actions, such Changes shall not constitute a default by Transferor Seller hereunder and Transferor Seller shall have no liability to Transferee Buyer with respect thereto, but Transferor Seller shall promptly notify Transferee Buyer of such ChangesChanges and Buyer shall have the right to terminate this Agreement with respect to the affected Property and receive a refund of the Deposit allocated to such Property. For purposes of this Section 9.4, the terms “materially” and “material respect” shall be deemed to mean an adverse affect in excess of the greater of 20% of such Property or $250,000.00.