Change in Condition Sample Clauses
A Change in Condition clause defines the process for addressing unforeseen physical conditions encountered during a project that differ from those originally anticipated. Typically, this clause requires the party discovering the unexpected condition—such as hidden subsurface obstacles or hazardous materials—to promptly notify the other party, after which adjustments to the contract price, schedule, or scope may be negotiated. Its core function is to allocate risk and provide a fair mechanism for handling surprises, ensuring that neither party is unfairly burdened by circumstances outside their control.
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Change in Condition. From and after the Balance Sheet Date to and including the date hereof, the Company has conducted its Business only in the Ordinary Course of Business and has maintained the value of its Business as a going concern and, except as set forth on Schedule 4.12, its relationships with customers, distributors, suppliers, vendors, employees, agents and others. Without limiting the generality of the foregoing, except as set forth on Schedule 4.12, which matters have not had and will not have in the aggregate a Material Adverse Effect, since the Balance Sheet Date the Company has not:
(a) Entered into any transaction otherwise than on an arms’ length basis or any transaction with any Existing Stockholder or any Affiliate thereof;
(b) Made any capital expenditure in excess of $100,000 individually or $500,000 in the aggregate;
(c) Incurred or otherwise become liable in respect of any Debt, except for borrowings in the Ordinary Course of Business under the Loan and Security Agreement dated as of December 13, 2000, between Kenexa Financial, Inc. and Citicorp USA, or become liable in respect of any Guarantee;
(d) Created or suffered the imposition of any Lien (other than capital leases in excess of $100,000) upon any assets, whether tangible or intangible, of the Company;
(i) Sold, leased to others or otherwise disposed of any of its Assets, (ii) entered into any Contractual Obligation relating to (A) the purchase by the Company of any capital stock of or interest in any Person (other than purchases by the Company from terminated employees), (B) the purchase of assets constituting a business or (C) any merger, consolidation or other business combination, (iii) canceled or compromised any Debt or claim (other than compromises of accounts receivable in the Ordinary Course of Business), (iv) waived or released any right of substantial value or (v) instituted, settled or agreed to settle any material Action;
(i) Made any changes in the rate of Compensation of any director, officer, employee, or consultant to, or agent of the Company, except for changes in the Ordinary Course of Business to the compensation of Persons other than directors and officers of the Company, or (ii) paid or agreed to pay any extra Compensation to any such Person (including, without limitation, any such payments to be made in connection with and/or from the proceeds of the transactions contemplated hereby or by the other Transaction Documents);
(g) Suffered any material damage, destruction or loss (...
Change in Condition. There occurs any event or a change in the condition or affairs, financial or otherwise, of Borrower which, in the reasonable opinion of Lender, impairs Lender's security or ability of Borrower to discharge its obligations hereunder or which impairs the rights of Lender in such Collateral.
Change in Condition. Prior to the Closing, the Company shall promptly advise the Buyer in writing of any material change in the condition (financial or otherwise), operations or properties or businesses of the Company.
Change in Condition. Any material adverse change in the condition (financial or otherwise), operations, assets, liabilities or prospects of the Borrower or any of its subsidiaries.
Change in Condition. Subject to the provisions of Paragraphs 15(b) and 15(c) hereof, there shall exist no damage, destruction or condemnation of the Property occurring after the date hereof and prior to Closing.
Change in Condition. At or prior to the applicable Closing, Seller shall promptly notify Buyer of any Material change in any condition with respect to the Property made known to Seller or of any event or circumstance of which Seller becomes aware which makes any representation or warranty of Seller to Buyer under this Agreement untrue or misleading, or any covenant of Seller under this Agreement incapable or less likely of being performed it being understood that the obligation to provide notice 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 or covenants under this Agreement.
Change in Condition. Any change in the condition or affairs (financial or otherwise) of a Grantor shall occur which, in the Secured Party’s reasonable opinion, increases the material risk with respect to the Guaranty or impairs any of the Secured Party’s security therefore; or
Change in Condition. The obligations of Buyer under this Agreement are expressly contingent upon there being no change after the expiration of the Inspection Period and prior to the applicable Closing, in the nature or condition of or circumstances affecting the Property (other than changes arising from the development of the Lots pursuant to the terms of this Agreement or related to governmental approvals) including, without limitation, any change in (i) the areas determined to be flood prone areas or designated wetland areas, if any; (ii) the availability of utilities; (iii) access; (iv) governmental zoning ordinances; (v) materially new costs or charges associated with governmental approvals for residential construction; or (vi) any new or changes to restrictions and requirements materially adversely affecting Buyer’s ability to construct residences, except as the same may be approved by Buyer. If any such change occurs prior to the applicable Closing, then Buyer may elect to terminate this Agreement by written notification to Seller at any time prior to or at the applicable Closing and, notwithstanding any other provisions of this Agreement to the contrary, the uncredited portion of the E▇▇▇▇▇▇ Money previously deposited by Buyer shall be immediately returned to Buyer and, thereafter, the Parties shall have no further rights or obligations under this Agreement, except for any that expressly survive the termination hereof; provided, however, prior to terminating the Contract under this Section 14.6, Buyer shall provide notice of termination to Seller and Seller shall have up to the earlier of (a) sixty (60) days after Buyer’s delivery of the notice of termination or (b) the Outside Completion Date, to cure such change (and the applicable Closing shall be extended, if necessary), and if such change is not cured to Buyer’s reasonable satisfaction within such time period, such termination shall take effect upon the expiration of such time period, unless B▇▇▇▇ withdraws such termination notice in writing prior to the expiration of such cure period. If, however, B▇▇▇▇ has such right but fails to timely terminate this Agreement as provided herein, Buyer will be deemed to have waived its right to terminate under this section and also waive the existence of such change as a Buyer’s Conditions Precedent as set forth above.
Change in Condition. Resident agrees to disclose immediately to the Facility any material change in Resident's physical, financial or cognitive condition.
Change in Condition. Buyer will assume all risk and loss with respect to any change in the condition of the Property from and after the Effective Time for production of Hydrocarbons through normal depletion (including the watering-out, casing collapse or sand infiltration of any Well), the depreciation of personal property through ordinary wear and tear, and changes arising from Seller’s operations conducted in accordance with Article 10. None of the events or conditions set forth in this Section 5.7.4 will be considered a Casualty Loss or Title Defect with respect to the Property, nor will they be cause for any other reduction in the Purchase Price, or give rise to any right to terminate this Agreement.