Notice of Changed Circumstances Sample Clauses

Notice of Changed Circumstances. If Buyer becomes aware of any fact or circumstance that would render false or misleading a representation or warranty made by Buyer, Buyer shall immediately give written notice of such fact or circumstance to Seller.
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Notice of Changed Circumstances. If either party becomes aware of any fact or circumstances which would render false or misleading a representation or warranty made by such party, then it shall immediately give notice of such fact or circumstance to the other party, but such notice shall not relieve any party of any liabilities or obligations with respect to any representation or warranty.
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Notice of Changed Circumstances. If either party becomes aware of any fact or circumstance that would render any representation or warranty made by such party false or misleading, then such party (the “Disclosing Party”) shall immediately deliver to the other party a signed certificate identifying such representation and warranty and explaining the relevant change in facts or circumstances. If the Disclosing Party is Seller, Purchaser shall have the option to extend the Closing for a period of thirty (30) days, at which time Purchaser shall have the option to terminate the Agreement and recover the Deposit in full. If, notwithstanding the facts or circumstances described in such certificate, the Closing occurs, the Disclosing Party’s representations and warranties shall be deemed to have been modified by the facts and circumstances disclosed in such certificate, to the extent (but only to the extent) such facts and circumstances (a) occurred after the Effective Date and (b) were beyond the reasonable control of the Disclosing Party or expressly permitted by the terms of this Agreement.
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Notice of Changed Circumstances. If either party becomes aware of any fact or circumstance that would render any representation or warranty made by such party false or misleading, then such party (the “Disclosing Party”) shall immediately deliver to the other party a signed certificate identifying such representation and warranty and explaining the relevant change in facts or circumstances. If, notwithstanding the facts or circumstances described in such certificate, the Closing occurs, the Disclosing Party’s representations and warranties shall be deemed to have been modified by the facts and circumstances disclosed in such certificate, to the extent (but only to the extent) such facts and circumstances (a) occurred after the Effective Date and (b) were beyond the reasonable control of the Disclosing Party or expressly permitted by the terms of this Agreement.
Sample 1
Notice of Changed Circumstances. If SELLER becomes aware prior to XXX of any fact or circumstance which would render false or misleading a representation or warranty made by SELLER, then SELLER shall immediately give written notice of such fact or circumstance to the COUNTY. Still, such notice shall not relieve SELLER of any liabilities or obligations with respect to any representations or warranty. Upon receipt of such notice, COUNTY shall have five (5) days to elect by written notice to SELLER to terminate this Agreement. If COUNTY does not elect to terminate this Agreement, then the applicable representation and warranty shall be deemed modified by the new information. Any rights of COUNTY with respect thereto shall thereafter be deemed waived by the COUNTY.
Sample 1
Notice of Changed Circumstances. If either party becomes aware of any fact or circumstances which would render false or misleading a representation or warranty made by such party, then it shall immediately give notice of such fact or circumstance to the other party, but such notice shall not relieve any party of any liabilities or obligations with respect to any representation or warranty. Furthermore, if Buyer has actual knowledge that any of Seller’s representations or warranties has been materially breached or is materially incorrect, or that any information or document provided by or on behalf of Seller to Buyer is materially incorrect, then Buyer shall provide written notice thereof to Seller and Seller shall have three business days after Buyer gives Seller such notice to give written notice to Buyer that Seller will cure such material breach or inaccuracy prior to the Closing. If Seller does not timely so agree to effect such cure, then Buyer shall have the right to terminate this Agreement by providing Seller and Escrow Holder with written notice of such termination within three business days after the expiration of the three business day period just referenced, in which event the Deposit (less the Independent Consideration) shall be refunded to Buyer and the parties shall have no further rights or obligations under this Agreement except for those obligations that expressly survive the termination of this Agreement. The Closing shall be extended to the extent necessary to accommodate and allow for the foregoing time periods. If Buyer does not timely exercise such termination right, Buyer shall be deemed to have expressly waived any and all claims or remedies for such breach or inaccuracy. Seller shall promptly notify Buyer in writing if Seller becomes aware on or before the Closing that any of its representations or warranties was not or is no longer true and correct in any material respects. Notwithstanding the foregoing or anything in this Agreement to the contrary, if, prior to the Closing, Seller becomes aware that any of Seller’s representations or warranties were true when made, but as a result of changed circumstances not caused by Seller, are no longer true or accurate in any material respects, then Seller shall notify Buyer of such changed circumstances and the corresponding effect on Seller’s representations or warranties, and Seller shall not be deemed to have breached or defaulted under this Agreement.
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Notice of Changed Circumstances. If OWNER becomes aware prior to Close of Escrow of any fact or circumstance that would render false or misleading a representation or warranty made by OWNER, then OWNER shall immediately give written notice of such fact or circumstance to the COUNTY, but such notice shall not relieve OWNER of any liabilities or obligations with respect to any representation or warranty.
Sample 1
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Notice of Changed Circumstances. If SELLER becomes aware prior to Close of Escrow of any fact or circumstance which would render false or misleading a representation or warranty made by SELLER, then SELLER shall immediately give written notice of such fact or circumstance to the COUNTY, but such notice shall not relieve SELLER of any liabilities or obligations with respect to any representation or warranty.
Sample 1

Related to Notice of Changed Circumstances

  • Changed Circumstances (a) In the event that: (i) on any date on which the Eurodollar Rate would otherwise be set the Lender shall have determined in good faith (which determination shall be final and conclusive) that adequate and fair means do not exist for ascertaining the Eurodollar Rate, as the case may be, or (ii) at any time the Lender shall have determined in good faith (which determination shall be final and conclusive) that: (A) the making or continuation of, or conversion of any Loan to, a Eurodollar Loan has been made impracticable or unlawful by (1) the occurrence of a contingency that materially and adversely affects the interbank eurodollar market or (2) compliance by the Lender with any applicable law or governmental regulation, guideline or order or interpretation or change thereof by any governmental authority charged with the interpretation or administration thereof or with any request or directive of any such governmental authority (whether or not having the force of law); or (B) the Eurodollar Rate shall no longer represent the effective cost to the Lender for United States dollar deposits in the interbank eurodollar market; then, and in any such event, the Lender shall promptly so notify the Borrower thereof in writing. Until the Lender notifies the Borrower that the circumstances giving rise to such notice no longer apply, the Lender’s obligation to allow selection by the Borrower of the type of Loan affected by the contingencies described in this Section 2.11(a) (herein called “Affected Loans”) shall be suspended. If at the time the Lender so notifies the Borrower, the Borrower has previously given the Lender a Notice of Borrowing or Conversion with respect to one or more Affected Loans but such Loans have not yet gone into effect, the Borrower shall have been deemed to have requested that such Loans be made or converted, as applicable, to Base Rate Loans. Upon such date as shall be specified in such notice from the Lender (which shall not be earlier than the date such notice is given) the Borrower shall, with respect to the outstanding Affected Loans, be deemed to have converted such Affected Loans to Base Rate Loans, but shall remain obligated to pay any amounts required to be paid pursuant to Section 2.16. (b) In case any law, regulation, treaty or official directive or the interpretation or application thereof by any court or by any governmental authority charged with the administration thereof or the compliance with any guideline or request of any central bank or other governmental authority (whether or not having the force of law), in each case, effective after the date hereof: (i) subjects the Lender to any Tax with respect to payments of principal or interest or any other amounts payable hereunder by the Borrower or otherwise with respect to the transactions contemplated hereby (except for Taxes imposed by way of withholding or deduction, which shall be governed solely and exclusively by Sections 2.21 and 2.22), or (ii) imposes, modifies or deems applicable any deposit insurance, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of, or loans by, the Lender (other than such requirements as are already included in the determination of the Eurodollar Rate), or (iii) imposes upon the Lender any other condition with respect to its performance under this Agreement or any other Loan Document, and the result of any of the foregoing is to increase the cost to the Lender, reduce the income receivable by the Lender or impose any expense upon the Lender with respect to any Loans or any payments made under or with respect to the Letters of Credit, the Lender shall promptly notify the Borrower thereof. The Borrower agrees to pay to the Lender the amount of such increase in cost, reduction in income or additional expense as and when such cost, reduction or expense is incurred or determined, upon presentation by the Lender of a written statement of such amount and setting forth in reasonable detail the Lender’s calculation thereof, which statement shall be deemed true and correct absent manifest error. Notwithstanding anything to the contrary in this Section, the Borrower shall not be required to compensate the Lender pursuant to this Section for any amounts incurred more than 180 days prior to the date that the Lender notifies the Borrower of the Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 day period shall be extended to include the period of such retroactive effect.

  • Notice of Change Grantee shall notify the Grantor if there is a change in Grantee’s legal status, federal employer identification number (FEIN), DUNS Number, UEI, XXX registration status, Related Parties, senior management or address. See 30 ILCS 708/60(a). If the change is anticipated, Grantee shall give thirty (30) days’ prior written notice to Grantor. If the change is unanticipated, Grantee shall give notice as soon as practicable thereafter. Grantor reserves the right to take any and all appropriate action as a result of such change(s).

  • Notice of Changes If a Party makes a change in its network which it believes will materially affect the interoperability of its network with the other Party, the Party making the change shall provide at least ninety (90) days advance written notice of such change to the other Party.

  • Notice of Change in Control The Company will, within five Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control, give written notice of such Change in Control to each holder of Notes. Such notice shall contain and constitute an offer to prepay Notes as described in subparagraph (b) of this Section 8.8 and shall be accompanied by the certificate described in subparagraph (e) of this Section 8.8.

  • Notice of Material Events The Borrower will notify the Administrative Agent, for distribution to the LC Issuer and each Lender, promptly, and not later than five (5) Business Days in the case of subsection (b) below and not later than ten (10) Business Days in the case of any other subsection below, after any Responsible Officer or general counsel of the Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: (a) the occurrence of any event or circumstance that has had, or could reasonably be expected to have, a Material Adverse Effect, (b) the occurrence of any Default, (c) the acceleration of the maturity of any Indebtedness owed by the Borrower or any of its Subsidiaries or of any default by the Borrower or any of its Subsidiaries under any Contractual Obligation of the Borrower or such Subsidiary, if such acceleration or default has had or could reasonably be expected to have a Material Adverse Effect, (d) the occurrence of any Termination Event, (e) the filing of any suit or proceeding, or the assertion in writing of a claim against the Borrower or any Material Subsidiary or with respect to the Borrower’s or any Material Subsidiary’s properties which could reasonably be expected to result in liability to Borrower or such Material Subsidiary in excess of $50,000,000; (f) the occurrence of any event of default by the Borrower or any of its Subsidiaries in the payment or performance of (i) any material obligations such Person is required to pay or perform under the terms of any indenture, mortgage, deed of trust, security agreement, lease, and franchise, or other agreement, contract or other instrument or obligation to which it is a party or by which it or any of its properties is bound, or (ii) any Indebtedness, to the extent, in the case of clauses (i) and (ii), such event of default could reasonably be expected to have a Material Adverse Effect; and (g) any announcement of any change in a Rating. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to herein and stating what action the Borrower, Subsidiary or Material Subsidiary, as applicable, has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(b) shall describe with particularity any all provisions of this Agreement and if, applicable, other Loan Documents, that have been breached.

  • Notice of Change of Control Each occasion that any Change of Control shall occur and such notice shall set forth in reasonable detail the particulars of each such occasion.

  • Exceptional Circumstances The Recipient agrees that the Federal Government may require another method of valuation to be used to determine the fair market value of Project real property withdrawn from service. In unusual circumstances, the Recipient may request permission to use another reasonable valuation method including, but not limited to accelerated depreciation, comparable sales, or established market values.

  • Special Circumstances An employee shall be entitled to extend the maternity leave by up to an additional six (6) consecutive weeks' leave without pay where a physician certifies the employee as unable to return to work for medical reasons related to the birth. An employee shall be entitled to extend the parental leave by up to an additional five (5) consecutive weeks' leave without pay where the child is at least six (6) months of age before coming into the employee's care and custody and the child is certified as suffering from a physical, psychological or emotional condition. Provided however, that in no case shall the combined maternity and parental leave exceed fifty-two (52) consecutive weeks following the commencement of the leave.

  • Notice of Disqualification Events The Company will notify the Purchasers in writing, prior to the Closing Date of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, reasonably be expected to become a Disqualification Event relating to any Issuer Covered Person, in each case of which it is aware.

  • Adverse Circumstances No condition, circumstance, event, agreement, document, instrument, restriction, litigation or proceeding (or threatened litigation or proceeding or basis therefor) exists which: (i) would have a Material Adverse Effect upon Debtor; or (ii) would constitute an Event of Default or an Unmatured Event of Default.

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