Common use of Changed Conditions Clause in Contracts

Changed Conditions. If after the Effective Date and on or prior to Closing, Seller obtains Knowledge or receives actual notice of any fact or circumstance which causes any of Seller’s representations and warranties made in this Contract to be inaccurate or untrue in any material respect, Seller shall promptly give written notice thereof to Buyer specifying in reasonable detail the fact or circumstance in question and whether Seller elects to have a seven (7) day period to cure such matter (with the Closing Date being extended, with Buyer’s prior written consent, and as necessary so Seller will have a full seven (7) days to cure). If Seller does not indicate in Seller’s notice that it has elected to cure such matter of if Seller elects to but fails to cure such matter within the seven (7) day period following receipt by Buyer of Seller’s initial notice, then within ten (10) business days after either of such event, Buyer shall either terminate this Contract and immediately receive the Xxxxxxx Money Deposit or waive any objection to such matter and proceed to Closing without adjustment in the Purchase Price. Buyer’s failure to give notice of its decision shall be deemed its election to waive the objection (and the applicable representations and warranties shall be deemed performed to include exception for the new information). Except for Seller’s failure to perform its obligations in the first sentence of this grammatical paragraph, Buyer shall have no other remedy if the representation and warranty was correct when initially given, provided, that, in all events, Buyer shall have the right to terminate this Contract upon discovery of such matter as provided in this Contract. If after the Effective Date and on or prior to the Closing Date, Buyer obtains knowledge of any fact or circumstance which causes any of Seller’s representations and warranties made in this Contract to be inaccurate or untrue in any material respect, Buyer shall give Seller notice thereof. Seller shall have a seven (7) day period from the date of Buyer’s notice to cure such matter (with the Closing Date being extended (with Buyer’s prior written consent) and as necessary so Seller will have a full seven [7] days to cure). If Seller fails to cure such matter and provide Buyer with notice thereof within the seven (7) day period following Buyer’s initial notice, then within ten (10) days after the expiration of Seller’s seven (7) day cure period, Buyer shall either terminate this Contract and immediately receive the Xxxxxxx Money or waive any objection to such matter and proceed to Closing without reduction of the Purchase Price (and the applicable representation and warranty shall be deemed reformed to include exception for the new information). Buyer’s failure to give notice within ten (10) business days of its decision after Seller’s cure period shall be deemed its election to waive the objection. Except for Seller’s failure to perform its obligations in the first sentence of this grammatical paragraph, Buyer shall have no other remedy if the representation and warranty was correct when initially given, provided, that, in all events, Buyer shall have the right to terminate this Contract upon discovery of such matter as provided in this Contract.

Changed Conditions. If Owner discovers that one or more of the Warranties or one of the conditions referred to in the Warranties has changed after this Option Agreement is executed, through no fault of Owner, Owner will immediately inform Optionee, in writing, of that discovery. If the Effective Date changed condition or Warranty cannot be cured within _________ (__) days of the date Owner discovers the change, then Optionee may terminate this Option Agreement (and on or prior to Closingits exercise of the Option, Seller obtains Knowledge or receives actual if any) by giving written notice of any fact or circumstance which causes any of Seller’s representations and warranties made in this Contract termination to be inaccurate or untrue in any material respect, Seller shall promptly give written Owner within _________ (__) days after receiving the notice thereof to Buyer specifying in reasonable detail the fact or circumstance in question and whether Seller elects to have a seven (7) day period to cure such matter (with the Closing Date being extended, with Buyer’s prior written consentfrom Owner, and as necessary so Seller all Option Money Payments previously paid by Optionee will have a full seven be returned to Optionee. If the changed condition or Warranty can be corrected within _________ (7__) days to cure). If Seller does after discovery by Owner, Optionee will not indicate in Seller’s notice that it has elected to cure such matter of if Seller elects to but fails to cure such matter within the seven (7) day period following receipt by Buyer of Seller’s initial notice, then within ten (10) business days after either of such event, Buyer shall either terminate this Contract and immediately receive the Xxxxxxx Money Deposit or waive any objection to such matter and proceed to Closing without adjustment in the Purchase Price. Buyer’s failure to give notice of its decision shall be deemed its election to waive the objection (and the applicable representations and warranties shall be deemed performed to include exception for the new information). Except for Seller’s failure to perform its obligations in the first sentence of this grammatical paragraph, Buyer shall have no other remedy if the representation and warranty was correct when initially given, provided, that, in all events, Buyer shall have the right to terminate this Contract upon discovery Option Agreement under this section and Owner will correct the changed condition or Warranty within _________ (__) days of such matter as provided in this Contractthe discovery. If after Optionee does not terminate this Option Agreement and the Effective Date changed condition or Warranty can be corrected and on or prior to is not corrected by the Closing Date, Buyer obtains knowledge of any fact or circumstance which causes any of Seller’s representations and warranties made in this Contract to be inaccurate or untrue in any material respect, Buyer shall give Seller notice thereof. Seller shall have a seven (7) day period from the date of Buyer’s notice to cure such matter (with the Closing Date being extended (with Buyer’s prior written consent) and as necessary so Seller then Optionee will have a full seven [7] days to cure). If Seller fails to cure such matter and provide Buyer with notice thereof within the seven (7) day period following Buyer’s initial notice, then within ten (10) days after the expiration of Seller’s seven (7) day cure period, Buyer shall either terminate this Contract and immediately receive the Xxxxxxx Money or waive any objection to such matter and proceed to Closing without reduction of the Purchase Price (and the applicable representation and warranty shall be deemed reformed to include exception for the new information). Buyer’s failure to give notice within ten (10) business days of its decision after Seller’s cure period shall be deemed its election to waive the objection. Except for Seller’s failure to perform its obligations in the first sentence of this grammatical paragraph, Buyer shall have no other remedy if the representation and warranty was correct when initially given, provided, that, in all events, Buyer shall have the right to terminate withhold 150% of the estimated costs of correcting the changed condition or Warranty until the changed condition is corrected, and Owner will correct the changed condition, at Owner’s sole expense and in an expeditious manner, failing which Optionee may use the withheld sums to make the correction. A change caused by Owner is deemed to be a breach of this Contract upon discovery of such matter as provided in this ContractOption Agreement by Owner if the change materially and adversely affects the Property or Optionee’s rights.

Changed Conditions. If Owner discovers that one or more of the Warranties or one of the conditions referred to in the Warranties has changed after this Option Agreement is executed, through no fault of Owner, Owner will immediately inform Optionee, in writing, of that discovery. If the Effective Date changed condition or Warranty cannot be cured within _________ (__) days of the date Owner discovers the change, then Optionee may terminate this Option Agreement (and on or prior to Closingits exercise of the Option, Seller obtains Knowledge or receives actual if any) by giving written notice of any fact or circumstance which causes any of Seller’s representations and warranties made in this Contract termination to be inaccurate or untrue in any material respect, Seller shall promptly give written Owner within _________ (__) days after receiving the notice thereof to Buyer specifying in reasonable detail the fact or circumstance in question and whether Seller elects to have a seven (7) day period to cure such matter (with the Closing Date being extended, with Buyer’s prior written consentfrom Owner, and as necessary so Seller all Option Money Payments previously paid by Optionee will have a full seven be returned to Optionee. If the changed condition or Warranty can be corrected within _________ (7__) days to cure). If Seller does after discovery by Owner, Optionee will not indicate in Seller’s notice that it has elected to cure such matter of if Seller elects to but fails to cure such matter within the seven (7) day period following receipt by Buyer of Seller’s initial notice, then within ten (10) business days after either of such event, Buyer shall either terminate this Contract and immediately receive the Xxxxxxx Money Deposit or waive any objection to such matter and proceed to Closing without adjustment in the Purchase Price. Buyer’s failure to give notice of its decision shall be deemed its election to waive the objection (and the applicable representations and warranties shall be deemed performed to include exception for the new information). Except for Seller’s failure to perform its obligations in the first sentence of this grammatical paragraph, Buyer shall have no other remedy if the representation and warranty was correct when initially given, provided, that, in all events, Buyer shall have the right to terminate this Contract upon discovery Option Agreement under this section and Owner will correct the changed condition or Warranty within _________ (__) days of such matter as provided in this Contractthe discovery. If after Optionee does not terminate this Option Agreement and the Effective Date changed condition or Warranty can be corrected and on or prior to is not corrected by the Closing Date, Buyer obtains knowledge of any fact or circumstance which causes any of Seller’s representations and warranties made in this Contract to be inaccurate or untrue in any material respect, Buyer shall give Seller notice thereof. Seller shall have a seven (7) day period from the date of Buyer’s notice to cure such matter (with the Closing Date being extended (with Buyer’s prior written consent) and as necessary so Seller then Optionee will have a full seven [7] days to cure). If Seller fails to cure such matter and provide Buyer with notice thereof within the seven (7) day period following Buyer’s initial notice, then within ten (10) days after the expiration of Seller’s seven (7) day cure period, Buyer shall either terminate this Contract and immediately receive the Xxxxxxx Money or waive any objection to such matter and proceed to Closing without reduction of the Purchase Price (and the applicable representation and warranty shall be deemed reformed to include exception for the new information). Buyer’s failure to give notice within ten (10) business days of its decision after Seller’s cure period shall be deemed its election to waive the objection. Except for Seller’s failure to perform its obligations in the first sentence of this grammatical paragraph, Buyer shall have no other remedy if the representation and warranty was correct when initially given, provided, that, in all events, Buyer shall have the right to terminate withhold 150% of the estimated costs of correcting the changed condition or Warranty until the changed condition is corrected, and Owner will correct the changed condition, at Owner’s sole expense and in an expeditious manner, failing which Optionee may use the withheld sums to make the correction. A change caused by Owner is deemed to be a breach of this Contract upon discovery of such matter as provided in this ContractOption Agreement by Owner if the change materially and adversely affects the Easement Property or Optionee’s rights.

Changed Conditions. If If, at any time, Seller discovers that one or more of the representations or warranties set forth herein or one of the conditions referenced in the representations or warranties is not accurate or has changed after the Effective Date and on execution hereof through no fault of Seller (a change caused by Seller is to be deemed a breach of this Agreement by Seller if the change results in a Material Adverse Affect with respect to the Assets), Seller shall immediately inform Buyer, in writing, of such discovery. If the changed representation, warranty, or condition referenced therein cannot be cured by Seller within a reasonable time after the date of discovery but prior to the Closing, Seller obtains Knowledge or receives actual shall provide written notice to Buyer within three (3) days of discovery that it cannot so cure the condition, in which event Buyer, at its option, may terminate this Agreement by giving written notice of any fact or circumstance which causes any termination to Seller and the Escrow Agent within seven (7) days after receipt of the notice from Seller’s representations and warranties made in this Contract to be inaccurate or untrue in any material respect, Seller shall promptly give written notice thereof to Buyer specifying in reasonable detail the fact or circumstance in question and whether Seller elects to have a unless within such seven (7) day period to cure such matter (with the Closing Date being extended, with Buyer’s prior written consent, Seller and as necessary so Seller will have a full seven (7) days to cure). If Seller does not indicate in Seller’s notice that it has elected to cure such matter of if Seller elects to but fails to cure such matter within the seven (7) day period following receipt by Buyer of Seller’s initial notice, then within ten (10) business days after either of such event, Buyer shall either terminate this Contract and immediately receive the Xxxxxxx Money Deposit or waive any objection to such matter and proceed to Closing without mutually agree upon an adjustment in the Purchase PricePrice with respect to such change. If Buyer so elects to terminate, the Deposit, with accrued interest thereon, shall thereafter immediately be returned by the Escrow Agent to Buyer’s failure . In the event that the changed representation, warranty, or condition referenced therein can be corrected within a reasonable time after the date of discovery by Seller but prior to give notice of its decision shall be deemed its election to waive the objection (and the applicable representations and warranties shall be deemed performed to include exception for the new information). Except for Seller’s failure to perform its obligations in the first sentence of this grammatical paragraphClosing, Buyer shall have no other remedy if the representation and warranty was correct when initially given, provided, that, in all events, Buyer shall not have the right to terminate this Contract upon discovery of Agreement pursuant to this Section 5.9 so long as Seller diligently proceeds to correct such matter as provided in this Contract. If after the Effective Date changed representation, warranty, or condition referenced therein within a reasonable time and on or prior to the Closing Date, Buyer obtains knowledge Closing. In the event that Seller has not completed the correction of any fact such changed representation, warranty, or circumstance which causes any of Seller’s representations and warranties made in this Contract condition prior to be inaccurate or untrue in any material respect, Buyer shall give Seller notice thereof. Seller shall have a seven (7) day period from the date of Buyer’s notice to cure such matter (with the Closing Date being extended (with Buyer’s prior written consent) and as necessary so Seller will have a full seven [7] days to cure). If Seller fails to cure such matter and provide Buyer with notice thereof within the seven (7) day period following Buyer’s initial notice, then within ten (10) days after the expiration of Seller’s seven (7) day cure period, Buyer shall either terminate this Contract and immediately receive the Xxxxxxx Money or waive any objection to such matter and proceed to Closing without reduction of the Purchase Price (and the applicable representation and warranty shall be deemed reformed to include exception for the new information). Buyer’s failure to give notice within ten (10) business days of its decision after Seller’s cure period shall be deemed its election to waive the objection. Except for Seller’s failure to perform its obligations in the first sentence of this grammatical paragraphClosing, Buyer shall have no other remedy if the representation all rights and warranty was correct when initially givenremedies available at law and in equity to enforce such obligation of Seller, providedincluding, thatwithout limitation, in all events, Buyer shall have the right to terminate this Contract upon discovery of such matter as provided in this Contractxxx Seller for specific performance. Buyer’s remedies pursuant to the preceding sentence shall survive the Closing.