Common use of Changed Circumstance Clause in Contracts

Changed Circumstance. (a) If, prior to the Closing, to the actual knowledge of either of the Selling Parties, the Selling Parties’ representations or warranties become inaccurate in any respect, the Selling Parties shall promptly give Buyer written notice (a “Change Notice”) of such circumstance (“Changed Circumstance”). Each Change Notice shall state whether such Changed Circumstance is susceptible of cure, and if so, whether the Selling Parties elect to cure such Changed Circumstance. In the event that the Selling Parties elect to cure a Changed Circumstance disclosed in a Change Notice, then (1) the Selling Parties shall promptly commence such cure and diligently prosecute such cure to completion, (2) this Agreement shall remain in full force and effect, and (3) the Closing shall take place on the date set therefor, or as soon thereafter as the Selling Parties are reasonably able to complete such cure; provided, however, that the Closing shall not be delayed more than fifteen (15) days to allow the Selling Parties to complete such cure. In the event Buyer discovers prior to the Closing that any of the Selling Parties’ representations or warranties are inaccurate in any respect, then Buyer shall promptly deliver written notice thereof to the Selling Parties and, within three (3) business days thereafter, the Selling Parties shall deliver a Change Notice with respect thereto to Buyer. (b) In the event that (A) either a Changed Circumstance disclosed in a Change Notice is not susceptible of cure, the Selling Parties elect not to cure such Changed Circumstance, or the Selling Parties elect to cure such Changed Circumstance but fails to promptly commence or diligently prosecute such cure to completion prior to Closing (as it may have been postponed pursuant to clause (a) above), and (B) Buyer determines in its reasonable discretion that such Changed Circumstance materially and adversely affects the Purchased Assets or transactions contemplated by this Agreement, then Buyer shall have the right to terminate this Agreement by delivering written notice to the Selling Parties and the Escrow Agent not later than fifteen (15) business days after Buyer’s receipt of notice that the Selling Parties are not able or willing to cure such Changed Circumstance. Failure of Buyer to timely deliver such written notice of termination shall be conclusively deemed acceptance by Buyer of such Changed Circumstance. (c) If Buyer does give timely notice of termination pursuant to clause (b) above, this Agreement shall be automatically terminated, Escrow shall be cancelled, the Deposit shall be returned to Buyer, all other funds and documents in Escrow shall be returned to the Party depositing them, and the Parties shall have no further obligations to one another except under provisions of this Agreement expressly stated to survive the termination of this Agreement. In the event that Buyer elects or is deemed to have elected to accept a Changed Circumstance, then this Agreement shall remain in full force and effect, and the Selling Parties’ representations and warranties shall be deemed to have been modified by the Changed Circumstance as if such Changed Circumstance had originally been described in this Agreement, and Buyer shall have no further right or remedy on account of such Changed Circumstance.

Changed Circumstance. (a) If, prior to the Closing, to the If Seller obtains actual knowledge of either any changed circumstance that causes any representation or warranty of the Selling Parties, the Selling Parties’ representations or warranties become inaccurate Seller to no longer be true in any respect, material respect (the Selling Parties shall promptly give Buyer written notice (a “Change Notice”) of such circumstance (“Material Changed Circumstance”). Each Change Notice , Seller shall state whether such promptly send written notice thereof to Purchaser describing the Material Changed Circumstance and the manner in which it has made any of Seller’s representations or warranties herein untrue. As used herein, a change in Seller’s representation and warranty shall be deemed “material” if (i) the market value of the Property is susceptible decreased by more than $100,000 as a result of curesuch Material Changed Circumstance, or (ii) it is a Lease Status Representation (as defined in Section 5.1(c) below. If Purchaser does not approve the Material Changed Circumstance in writing on or before the Closing Date, Seller shall not be in default and if soSeller shall have the right, whether but not the Selling Parties elect obligation, to cure such attempt to remedy the Material Changed Circumstance. In the event that Seller fails or refuses to remedy the Selling Parties elect to cure a Material Changed Circumstance disclosed in a Change Notice, then (1) to the Selling Parties shall promptly commence such cure and diligently prosecute such cure to completion, (2) this Agreement shall remain in full force and effect, and (3) reasonable satisfaction of Purchaser on or before the Closing shall take place on the date set thereforDate, or as soon thereafter as the Selling Parties are reasonably able to complete such cure; provided, however, that the Closing shall not be delayed more than fifteen (15) days to allow the Selling Parties to complete such cure. In the event Buyer discovers prior to the Closing that any of the Selling Parties’ representations or warranties are inaccurate in any respect, then Buyer shall promptly deliver written notice thereof to the Selling Parties and, within three (3) business days thereafter, the Selling Parties shall deliver a Change Notice with respect thereto to Buyer. (b) In the event that (A) either a Changed Circumstance disclosed in a Change Notice is not susceptible of cure, the Selling Parties elect not to cure such Changed Circumstance, or the Selling Parties elect to cure such Changed Circumstance but fails to promptly commence or diligently prosecute such cure to completion prior to Closing (as it may have been postponed pursuant to clause (a) above), and (B) Buyer determines in its reasonable discretion that such Changed Circumstance materially and adversely affects the Purchased Assets or transactions contemplated by this Agreement, then Buyer Seller shall have the right to extend the Closing Date for up to thirty (30) days to attempt to remedy the same. If Seller has not remedied the Material Adverse Change on or before the Closing Date (including the extension provided above), Purchaser shall, as its sole and exclusive remedy, either (i) waive and approve the Material Changed Circumstance, in which event the applicable representation or warranty shall be deemed modified, or (ii) terminate this Agreement by delivering written notice to Agreement, in which event the Selling Parties and the Escrow Agent not later than fifteen (15) business days after Buyer’s receipt of notice that the Selling Parties are not able or willing to cure such Changed Circumstance. Failure of Buyer to timely deliver such written notice of termination shall be conclusively deemed acceptance by Buyer of such Changed Circumstance. (c) If Buyer does give timely notice of termination pursuant to clause (b) above, this Agreement shall be automatically terminated, Escrow shall be cancelled, the Deposit ▇▇▇▇▇▇▇ Money shall be returned to Buyer, all other funds Purchaser and documents in Escrow neither Seller nor Purchaser shall be returned have any further rights or obligations hereunder one to the Party depositing them, and the Parties shall have no further other except with respect to these obligations to one another except under provisions of this Agreement which expressly stated to survive the termination of this Agreement. In the event that Buyer elects or is deemed to have elected to accept a Changed Circumstance, then this Agreement shall remain in full force and effect, and the Selling Parties’ representations and warranties shall be deemed to have been modified by the Changed Circumstance as if such Changed Circumstance had originally been described in this Agreement, and Buyer shall have no further right or remedy on account of such Changed Circumstance.