Common use of Changed Conditions Clause in Contracts

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 changed condition or Warranty cannot be cured within _________ (__) days of the date Owner discovers the change, then Optionee may terminate this Option Agreement (and its exercise of the Option, if any) by giving written notice of termination to Owner within _________ (__) days after receiving the notice from Owner, and all Option Money Payments previously paid by Optionee will be returned to Optionee. If the changed condition or Warranty can be corrected within _________ (__) days after discovery by Owner, Optionee will not have the right to terminate this Option Agreement under this section and Owner will correct the changed condition or Warranty within _________ (__) days of the discovery. If Optionee does not terminate this Option Agreement and the changed condition or Warranty can be corrected and is not corrected by the Closing Date, then Optionee will have the right to 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 Option Agreement by Owner if the change materially and adversely affects the Easement 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 changed condition or Warranty cannot be cured within _________ (__) days of the date Owner discovers the change, then Optionee may terminate this Option Agreement (and its exercise of the Option, if any) by giving written notice of termination to Owner within _________ (__) days after receiving the notice from Owner, and all Option Money Payments previously paid by Optionee will be returned to Optionee. If the changed condition or Warranty can be corrected within _________ (__) days after discovery by Owner, Optionee will not have the right to terminate this Option Agreement under this section and Owner will correct the changed condition or Warranty within _________ (__) days of the discovery. If Optionee does not terminate this Option Agreement and the changed condition or Warranty can be corrected and is not corrected by the Closing Date, then Optionee will have the right to 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 Option Agreement by Owner if the change materially and adversely affects the Easement Property or Optionee’s rights.

Changed Conditions. If Owner discovers 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 one 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 ▇▇▇▇▇▇▇ Money Deposit or more of the Warranties or one of the conditions referred waive any objection to such matter and proceed to Closing without adjustment in the Warranties has changed after 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 Option Agreement is executedgrammatical paragraph, through Buyer shall have no fault of Ownerother remedy if the representation and warranty was correct when initially given, Owner will immediately inform Optioneeprovided, that, in writingall events, of that discovery. If the changed condition or Warranty cannot be cured within _________ (__) days of the date Owner discovers the change, then Optionee may terminate this Option Agreement (and its exercise of the Option, if any) by giving written notice of termination to Owner within _________ (__) days after receiving the notice from Owner, and all Option Money Payments previously paid by Optionee will be returned to Optionee. If the changed condition or Warranty can be corrected within _________ (__) days after discovery by Owner, Optionee will not Buyer shall have the right to terminate this Option Agreement under Contract upon discovery of such matter as provided in this section and Owner will correct the changed condition or Warranty within _________ (__) days of the discoveryContract. If Optionee does not terminate this Option Agreement after the Effective Date and the changed condition on or Warranty can be corrected and is not corrected by 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 Optionee will 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 ▇▇▇▇▇▇▇ 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 withhold 150% terminate this Contract upon discovery 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 such matter as provided 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 Option Agreement by Owner if the change materially and adversely affects the Easement Property or Optionee’s rightsContract.

Changed Conditions. If Owner If, at any time, Seller discovers that one or more of the Warranties representations or warranties set forth herein or one of the conditions referred to referenced in the Warranties representations or warranties is not accurate or has changed after this Option Agreement is executed, the execution hereof through no fault of OwnerSeller (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), Owner will Seller shall immediately inform OptioneeBuyer, in writing, of that such discovery. If the changed representation, warranty, or condition or Warranty referenced therein cannot be cured by Seller within _________ a reasonable time after the date of discovery but prior to the Closing, Seller shall provide written notice to Buyer within three (__3) days of discovery that it cannot so cure the date Owner discovers the changecondition, then Optionee in which event Buyer, at its option, may terminate this Option Agreement (and its exercise of the Option, if any) by giving written notice of termination to Owner Seller and the Escrow Agent within _________ seven (__7) days after receiving receipt of the notice from OwnerSeller, unless within such seven (7) day period Seller and all Option Money Payments previously paid by Optionee will Buyer mutually agree upon an adjustment in the Purchase Price 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 OptioneeBuyer. If In the event that the changed representation, warranty, or condition or Warranty referenced therein can be corrected within _________ (__) days a reasonable time after the date of discovery by OwnerSeller but prior to the Closing, Optionee will Buyer shall not have the right to terminate this Option Agreement under pursuant to this section Section 5.9 so long as Seller diligently proceeds to correct such changed representation, warranty, or condition referenced therein within a reasonable time and Owner will correct prior to the Closing. In the event that Seller has not completed the correction of any such changed representation, warranty, or condition or Warranty within _________ (__) days prior to the Closing, Buyer shall have all rights and remedies available at law and in equity to enforce such obligation of the discovery. If Optionee does not terminate this Option Agreement and the changed condition or Warranty can be corrected and is not corrected by the Closing DateSeller, then Optionee will have including, without limitation, the right to withhold 150% of ▇▇▇ Seller for specific performance. Buyer’s remedies pursuant to the estimated costs of correcting preceding sentence shall survive 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 Option Agreement by Owner if the change materially and adversely affects the Easement Property or Optionee’s rightsClosing.

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 changed condition or Warranty cannot be cured within _________ (__) 10 days of the date Owner discovers the change, then Optionee may terminate this Option Agreement (and its exercise of the Option, if any) by giving written notice of termination to Owner within _________ (__) 15 days after receiving the notice from Owner, and all Option Money Payments previously paid by Optionee will be returned to Optionee. If the changed condition or Warranty can be corrected within _________ (__) 10 days after discovery by Owner, Optionee will not have the right to terminate this Option Agreement under this section and Owner will correct the changed condition or Warranty within _________ (__) 10 days of the discovery. If Optionee does not terminate this Option Agreement and the changed condition or Warranty can be corrected and is not corrected by the Closing Date, then Optionee will have the right to 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 Option Agreement by Owner if the change materially and adversely affects the Easement Property or Optionee’s rights.