Common use of Notice of Change in Circumstances Clause in Contracts

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 herein which indemnities shall survive any such termination or (ii) proceed with the transaction contemplated by this Agreement, in which event the above representations and warranties shall be qualified when remade on the Closing Date as provided above. In the event that Seller does not receive such written notification from Buyer, then Buyer will be deemed to have elected to proceed with the transaction contemplated by this Agreement, with the above representations and warranties qualified when remade as of the Closing Date.

Notice of Change in Circumstances. Seller PMB shall promptly notify Buyer the Put Member of any change Changes in any condition with respect to the Property or any portion thereof or of any event or circumstance of which Seller has Knowledge PMB obtains knowledge subsequent to the date of this Agreement Effective Date which (a) materially, adversely materially affects the Property or any portion thereof PMB or the use or operation of the Property or any portion thereofPut Right, (b) makes any representation or warranty of Seller to Buyer PMB under this Agreement untrue or misleading, misleading in any material respect or (c) makes any covenant or agreement of Seller PMB under this Agreement incapable or substantially less likely of being performed, it being expressly understood that Seller’s the obligation to provide information to Buyer under this Section 7.2 shall in no way relieve Seller PMB or the Guarantors of any liability for a breach by Seller of any of its representations, warranties, covenants or agreements under this Agreement. Notwithstanding If PMB becomes aware after the foregoing, Buyer agrees that if, at any time prior to the Closing Date, it has knowledge Effective Date of any information which would require the qualification Changes that (i) make any representation or warranty of PMB or of any of the above representations and warranties for such representation and warranty to be Guarantors under this Agreement (which was 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 correct 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 complete as of the Closing Effective Date) untrue, 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 incorrect or liabilities hereunder, except for the indemnity obligations of Buyer contained herein which indemnities shall survive any such termination incomplete or (ii) proceed with make any covenant or agreement of PMB or of any of the transaction contemplated by Guarantors under this Agreement (which was, as of the Effective Date, capable of being performed) incapable or substantially less likely of being performed, to the extent that such Changes are not the result of PMB’s (or any of its Affiliates’) breach of this Agreement, in which event such Changes shall not constitute a default by PMB hereunder and PMB shall have no liability to the above representations and warranties Put Member with respect thereto, but PMB shall be qualified when remade on promptly notify the Closing Date as provided above. In Put Member of such Changes; provided, however, that the event that Seller does not receive such written notification from Buyer, then Buyer will be deemed Put Member shall continue to have elected the remedies set forth in Section 12 hereof and the Guarantors shall continue to proceed with be liable to fully perform the transaction contemplated by this Agreement, with the above representations and warranties qualified when remade as of the Closing Dateobligations set forth in Section 10 hereof.

Notice of Change in Circumstances. Seller The Put Member shall promptly notify Buyer PMB of any material change (collectively, “Changes”) in any condition with respect to the Property or any portion thereof or of any event or circumstance of which Seller has Knowledge the Put Member obtains knowledge subsequent to the date delivery of this Agreement the Put Notice which (a) materially, adversely materially affects the Property or any portion thereof Put Member, Terrace or the use or operation of the Property or any portion thereofPut Right, (b) makes any representation or warranty of Seller to Buyer the Put Member under this Agreement untrue or misleading, misleading in any material respect or (c) makes any covenant or agreement of Seller the Put Member under this Agreement incapable or substantially less likely of being performed, it being expressly understood that Seller’s the obligation to provide information to Buyer under this Section 5.4 shall in no way relieve Seller the Put Member of any liability for a breach by Seller of any of its representations, warranties, covenants or agreements under this Agreement. Notwithstanding If the foregoingPut Member becomes aware after delivering the Put Notice of any Changes that (i) make any of its representations or warranties under this Agreement (which were true, Buyer agrees that ifcorrect and complete as of the date of the delivery of the Put Notice) untrue, at incorrect or incomplete or (ii) make any time prior covenant or agreement of the Put Member under this Agreement (which was, as of the date of the delivery of the Put Notice, capable of being performed) incapable or substantially less likely of being performed, to the Closing Date, it has knowledge extent that such Changes are not the result of any information which would require the qualification of Put Member’s (or any of its Affiliates’) breach of this Agreement, such Changes shall not constitute a default by the above representations Put Member hereunder and warranties for such representation and warranty the Put Member shall have no liability to be truePMB with respect thereto, it but the Put Member shall immediately promptly notify Seller in writing PMB of such information. If Buyer has knowledge of Changes and PMB shall not be obligated to pay the incorrectness of any representation Purchase Price unless and until such Changes have been cured or warranty made eliminated by Seller in this Agreement the Put Member and fails to so notify Seller prior to the Closing Date, then such representation cure or warranty elimination shall be deemed to be modified one of “PMB’s Conditions Precedent” (as hereinafter defined) and subject to the extent last sentence 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 herein which indemnities shall survive any such termination or (ii) proceed with the transaction contemplated by this Agreement, in which event the above representations and warranties shall be qualified when remade on the Closing Date as provided above. In the event that Seller does not receive such written notification from Buyer, then Buyer will be deemed to have elected to proceed with the transaction contemplated by this Agreement, with the above representations and warranties qualified when remade as of the Closing DateSection 8 hereof.

Notice of Change in Circumstances. Seller Transferor shall promptly notify Buyer Transferee of any change (collectively, the "CHANGES") in any condition with respect to the Property or any portion thereof or of any event or circumstance of which Seller has Knowledge Transferor obtains actual knowledge subsequent to the date of this Agreement Execution Date which (a) materially, adversely affects entitles Transferee to terminate this Agreement pursuant to the Property or any portion thereof or the use or operation terms of the Property or any portion thereofSection 6.2 hereof, (b) makes any representation or warranty of Seller Transferor to Buyer Transferee under this Agreement untrue or misleadingmisleading in any material respect, or (c) makes any covenant or agreement of Seller Transferor under this Agreement incapable or substantially less likely of being performed, it being expressly understood that Seller’s Transferor's obligation to provide information to Buyer Transferee under this Section 10.1.4 shall in no way relieve Seller Transferor of any liability for a breach by Seller Transferor of any of its representations, warranties, covenants or agreements under this Agreement. Notwithstanding In addition to the foregoing, Buyer agrees on or before the Due Diligence Termination Date, Transferor shall deliver to Transferee written notice of any Changes of which Transferor has actual knowledge that if, at any time prior have occurred since or subsequent to the Closing Execution Date. Notwithstanding anything to the contrary contained herein, it has knowledge if Transferor becomes aware after the Execution Date 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 Changes that (i) make any representation or warranty made by Seller set forth in this Agreement (which was true, correct 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 complete as of the Closing Execution Date) untrue, 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 incorrect or liabilities hereunder, except for the indemnity obligations of Buyer contained herein which indemnities shall survive any such termination incomplete or (ii) proceed with the transaction contemplated by make any covenant or agreement of Transferor under this AgreementAgreement (which was, in which event the above representations and warranties shall be qualified when remade on the Closing Date as provided above. In the event that Seller does not receive such written notification from Buyer, then Buyer will be deemed to have elected to proceed with the transaction contemplated by this Agreement, with the above representations and warranties qualified when remade as of the Closing Execution Date, capable of being performed) incapable or substantially less likely of being performed, such Changes shall not constitute a default by Transferor hereunder, but Transferor shall promptly notify Transferee of such Changes.

Notice of Change in Circumstances. Seller Each of PMB LLC and the applicable Transferor, on the one hand, and NHP and Transferee, on the other hand shall promptly notify Buyer the other parties of any material change (collectively, the “Changes”) in any condition with respect to the Property or any portion thereof or of any event or circumstance of which Seller has Knowledge such party obtains knowledge subsequent to the Execution Date with respect to any Existing Property or the date of this Agreement the delivery of a Completion Notice with respect to any Development Property, 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 such party under this Agreement untrue or misleading, misleading in any material respect or (cb) makes any material covenant or agreement of Seller such party under this Agreement incapable or substantially less likely of being performed, it being expressly understood that Seller’s the obligation to provide information to Buyer under this Section 10.4 shall in no way relieve Seller the disclosing party of any liability for a breach by Seller such party of any of its representations, warranties, covenants or agreements under this Agreement. Notwithstanding the foregoing, Buyer agrees that if, at any time prior anything to the Closing Datecontrary contained herein, it has knowledge if any party hereto shall become aware after the Execution Date with respect to any Existing Property or the date of the delivery of a Completion Notice with respect to any Development Property, 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 Changes that (i) make any representation or warranty made by Seller of such party set forth in this Agreement (which was true, correct and fails complete as of the Execution Date with respect to so notify Seller prior an Existing Property Owner and as of the date of the delivery of a Completion Notice with respect to a Development Property Owner) untrue, incorrect or incomplete or (ii) make any covenant or agreement of such party under this Agreement (which was, as of the Closing DateExecution Date with respect to any Existing Property or the date of the delivery of a Completion Notice with respect to any Development Property, then such representation capable of being performed) incapable or warranty shall be deemed to be modified substantially less likely of being performed, 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 Changes are not a result of Sellersuch party’s actions). If Seller has notified Buyer in writing that it will be necessary to qualify any breach of the above representations this Agreement, such Changes shall not constitute a default by such party hereunder 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 such party shall have any further obligations or liabilities hereunder, except for no liability to the indemnity obligations of Buyer contained herein which indemnities shall survive any such termination or (ii) proceed other parties hereto with the transaction contemplated by this Agreement, in which event the above representations and warranties shall be qualified when remade on the Closing Date as provided above. In the event that Seller does not receive such written notification from Buyer, then Buyer will be deemed to have elected to proceed with the transaction contemplated by this Agreement, with the above representations and warranties qualified when remade as of the Closing Daterespect thereto.