Common use of Material Modification Clause in Contracts

Material Modification. The Converge Contract provides that If at any time prior to the date when the Land Use Approvals are obtained, Converge receives comments and/or feedback to the Land Use Application from the County or any other applicable governmental organization which Converge or its zoning counsel believes would necessitate a Material Modification (as hereinafter defined) to the Land Use Application, Converge shall notify Purchaser, and Converge may elect whether or not Converge wishes to move forward with such Material Modification to the Land Use Application. As used herein, a “Material Modification” shall mean any modification to the Land Use Application that would result in (1) the Minimum Site Requirements not being met; (2) the relocation of the Office Building or Residential Improvements, or (3) a material and adverse impact on the Project, as determined by Converge in Converge’s sole but reasonable discretion. If Converge elects to move forward with such Material Modification to the Land Use Application, such Material Modification shall be subject to Seller’s review, comment and approval pursuant to the provisions of this Section 5(c), prior to Converge’s filing of the Material Modification to the Land Use Application. Upon Seller’s receipt of any Material Modification, Seller shall have fifteen (15) business days (the “Material Modification Review Period”) to review the Material Modification; provided, however, Seller’s approval shall not be unreasonably withheld, conditioned or delayed. In the event that Seller provides comments to the Material Modification prior to the expiration of the Material Modification Review Period, Seller shall work with Converge and Purchaser in good faith to address such comments so that the Material Modification to the Land Use Application can be submitted to the County without undue delay. Upon approval of a Material Modification, (i) all references in this Agreement to the Land Use Application shall be deemed to include the Material Modification to the Land Use Application, and (ii) the Minimum Site Requirements shall be deemed to be amended consistent with the Material Modification for all purposes pursuant to this Agreement. The Converge Contract provides that Converge shall be permitted to make any modification to the Land Use Application that does not constitute a Material Modification in Converge’s sole and absolute discretion and without any requirement of Purchaser review, comment or approval. If Converge elects not to move forward with a Material Modification to the Land Use Application, Purchaser shall notify Seller in writing of its election to terminate this Agreement. In such event, neither Purchaser nor Seller shall have any further or other liability under this Agreement except for those obligations which specifically survive such termination. In addition, if at any time prior to Closing, the Land Use Application is denied, this Agreement shall terminate, and, in such event, neither Purchaser nor Seller shall have any further or other liability under this Agreement except for those obligations which specifically survive such termination.

Material Modification. The Converge Contract provides that If at any time prior to the date when the Land Use Approvals are obtained, Converge receives comments and/or feedback to the Land Use Application from the County or any other applicable governmental organization which Converge or its zoning counsel believes would necessitate a Material Modification (as hereinafter defined) to the Land Use Application, Converge shall notify Purchaser, and Converge may elect whether or not Converge wishes to move forward with such Material Modification to the Land Use Application. As used herein, a “Material Modification” shall mean any modification to the Land Use Application that would result in (1) the Minimum Site Requirements not being met; (2) the relocation of the Office Building met or Residential Improvements, or (3) a material would otherwise materially and adverse adversely impact on the Project, as determined by Converge in Converge’s sole but reasonable discretion. If Converge elects to move forward with such Material Modification to the Land Use Application, such Material Modification shall be subject to Seller’s review, comment and approval pursuant to the provisions of this Section 5(c), prior to Converge’s filing of the Material Modification to the Land Use Application. Upon Seller’s receipt of any Material Modification, Seller shall have fifteen ten (1510) business days (the “Material Modification Review Period”) to review the Material Modification; provided, however, Seller’s approval shall not be unreasonably withheld, conditioned or delayed. In the event that Seller provides comments to the Material Modification prior to the expiration of the Material Modification Review Period, Seller shall work with Converge and Purchaser in good faith to address such comments so that the Material Modification to the Land Use Application can be submitted to the County without undue delay. Upon approval of a Material Modification, (i) all references in this Agreement to the Land Use Application shall be deemed to include the Material Modification to the Land Use Application, and (ii) the Minimum Site Requirements shall be deemed to be amended consistent with the Material Modification for all purposes pursuant to this Agreement. The Converge Contract provides that Converge shall be permitted to make any modification to the Land Use Application that does not constitute a Material Modification in Converge’s sole and absolute discretion and without any requirement of Purchaser review, comment or approval. If Converge elects not to move forward with a Material Modification to the Land Use Application, Purchaser shall notify Seller in writing of its election to terminate this Agreement. In such event, neither Purchaser nor Seller shall have any further or other liability under this Agreement except for those obligations which specifically survive such termination. In addition, if at any time prior to Closing, the Land Use Application is denied, this Agreement shall terminate, and, in such event, neither Purchaser nor Seller shall have any further or other liability under this Agreement except for those obligations which specifically survive such termination.