Notification to Purchaser. Until the Closing Date or the earlier termination of this Agreement, each party agrees to notify the other in writing within five (5) days after receiving notice, or otherwise obtaining actual knowledge, of: (a) Any fact or event which would make any of the representations or warranties of Seller contained in this Agreement untrue or misleading in any material respect or which would cause Seller to be in violation of any of its covenants or other undertakings or obligations hereunder. (b) Any violation of any law, ordinance, regulation or law which would or might materially affect the Property or any portion thereof. (c) Any proposed change in any zoning or law affecting the use or development of the Property or any part thereof. (d) Any pending or threatened (and unresolved) litigation which affects or relates to the Property or any part thereof and would subject Purchaser to liability or which would materially and adversely affect the transaction contemplated hereby. (e) Any material damage or destruction (excluding normal wear and tear) to the Property or any part thereof. (f) Any pending or threatened (and unresolved) condemnation or eminent domain proceeding affecting the Property or any part thereof. (g) Any threatened (and unresolved) or pending proceeding in bankruptcy or insolvency which would materially adversely affect the Seller or Property. (h) Any material default under any of the Leases, Service Contracts or the Improvement Contracts or any other agreement affecting all or any portion of the Property, or any act or omission which, with the passage of time or the giving of notice, or both, would constitute a default. (i) Any written notice or other communication, from the United States Environmental Protection Agency or any other federal, state or local governmental authority having jurisdiction over the Property, with respect to (i) any alleged violation concerning the Property of any Environmental Laws; or (ii) the handling, release, use, discharge, storage or disposal of any Hazardous Materials at, on or from the Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Capital Lease Funding Inc)
Notification to Purchaser. Until the Closing Date or the earlier termination of this Agreement, each party agrees to notify the other in writing within five (5) days after receiving notice, or otherwise obtaining actual knowledge, of:
(a) Any fact or event which would make any of the representations or warranties of Seller contained in this Agreement untrue or misleading in any material respect or which would cause Seller to be in violation of any of its covenants or other undertakings or obligations hereunder.
(b) Any violation of any law, ordinance, regulation or law which would or might materially affect the Property or any portion thereof.
(c) Any proposed change in any zoning or law affecting the use or development of the Property or any part thereof.
(d) Any pending or threatened (and unresolved) litigation which affects or relates to the Property or any part thereof and would subject Purchaser to liability or which would materially and adversely affect the transaction contemplated hereby.
(e) Any material damage or destruction (excluding normal wear and tear) to the Property or any part thereof.
(f) Any pending or threatened (and unresolved) condemnation or eminent domain proceeding affecting the Property or any part thereof.
(g) Any threatened (and unresolved) or pending proceeding in bankruptcy or insolvency which would materially adversely affect the Seller or Property.
(h) Any material default under any of the Leases, Service Contracts or the Improvement Contracts or any other agreement affecting all or any portion of the Property, or any act or omission which, with the passage of time or the giving of notice, or both, would constitute a default.
(i) Any written notice or other communication, from the United States Environmental Protection Agency or any other federal, state or local governmental authority having jurisdiction over the Property, with respect to (i) any alleged violation concerning the Property of any Environmental Laws; or (ii) the handling, release, use, discharge, storage or disposal of any Hazardous Materials at, on or from the Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Capital Lease Funding Inc)
Notification to Purchaser. Until the Closing Date or the earlier termination of this Agreement, each party agrees to Real Estate Owner shall notify the other Purchaser, in writing writing, within five (5) days Business Days after receiving notice, or otherwise obtaining actual knowledgeKnowledge, which notice shall constitute a Representation Update Notice subject to the terms and conditions of Section 7.1 hereof, of:
(ai) Any fact or event which would make any of the representations or warranties of Seller such Real Estate Owner contained in this Agreement untrue untrue, incorrect, inaccurate or misleading in any material respect or which would cause Seller such Real Estate Owner to be in violation of any of its covenants or other undertakings or obligations hereunder.
(bii) Any violation of any law, ordinance, regulation rules, requirements, regulations, order or law which would or might materially affect with respect to the Property Real Estate or any portion thereof.
(ciii) Any proposed change in any zoning zoning, government dedication or law affecting the use or development of the Property Real Estate or any part thereof.
(div) Any pending or threatened (and unresolved) litigation which affects or relates to the Property Real Estate or any part thereof and would subject Purchaser to liability or which would materially and adversely affect the transaction contemplated hereby.
(ev) Any material damage or destruction (excluding normal wear and tear) to the Property Real Estate or any part thereof.
(fvi) Any pending or threatened (and unresolved) condemnation or eminent domain proceeding affecting the Property Real Estate or any part thereof.
(g) Any threatened (and unresolved) or pending proceeding in bankruptcy or insolvency which would materially adversely affect the Seller or Property.
(h) Any material default under any of the Leases, Service Contracts or the Improvement Contracts or any other agreement affecting all or any portion of the Property, or any act or omission which, with the passage of time or the giving of notice, or both, would constitute a default.
(ivii) Any written notice or other communication, from the United States Environmental Protection Agency or any other federal, state or local governmental authority having jurisdiction over the PropertyReal Estate, with respect to (i) any alleged violation concerning the Property Real Estate of any Environmental Lawsenvironmental laws; or (ii) the handling, release, use, discharge, storage or disposal of any Hazardous Materials hazardous materials at, on or from the PropertyReal Estate.
(viii) Any notice of reassessment or other notice received from a taxing authority.
Appears in 1 contract
Samples: Asset Purchase Agreement (Asbury Automotive Group Inc)
Notification to Purchaser. Until the Closing Date or the earlier termination of this Agreement, each party agrees Sellers agree to notify the other Purchaser in writing within five (5) days after receiving notice, or otherwise obtaining actual knowledge, of:
(a) Any fact or event which would make any of the representations or warranties of Seller Sellers contained in this Agreement untrue or misleading in any material respect or which would cause Seller Sellers to be in violation of any of its their covenants or other undertakings or obligations hereunder.
(b) Any violation of any law, ordinance, regulation or law which would or might materially affect the Property Properties or any portion thereof.
(c) Any proposed change in any zoning or law affecting the use or development of the Property Properties or any part thereof.
(d) Any pending or threatened (and unresolved) litigation which affects or relates to the Property Properties or any part thereof and would subject Purchaser or Sellers to liability or which would materially and adversely affect the transaction contemplated hereby.
(e) Any material damage or destruction (excluding normal wear and tear) to the Property Properties or any part thereof.
(f) Any pending or threatened (and unresolved) condemnation or eminent domain proceeding affecting the Property Properties or any part thereof.
(g) Any threatened (and unresolved) or pending proceeding in bankruptcy or insolvency which would materially adversely affect the any Seller or any Property.
(h) Any material default under any of the Leases, Service Contracts or the Improvement Contracts or any other agreement affecting all or any portion of the PropertyProject, or any act or omission which, with the passage of time or the giving of notice, or both, would constitute a default.
(i) Any written notice or other communication, from the United States Environmental Protection Agency or any other federal, state or local governmental authority having jurisdiction over any of the PropertyProperties, with respect to (i) any alleged violation concerning any of the Property Properties of any Environmental Laws; or (ii) the handling, release, use, discharge, storage or disposal of any Hazardous Materials at, on or from any of the PropertyProperties.
(j) Any written notice or other material written communication received from any tenant.
(k) Any notice of reassessment or other notice received from a taxing authority. For purposes of this Section 10.8, "actual knowledge" means the knowledge of the parties or their agents and representatives but does not include or require such party to make any independent investigation.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Keystone Property Trust)