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shall be a default hereunder and the terms of Article V shall apply. However, the parties recognize
that a representation may be true when made, but facts may change that would make it not true on
the Closing Date. Each party shall notify the other in writing if, at any time prior to Closing, there
are any changes that would cause the notifying party鈥檚 representations and warranties to not be
true in any material respect. In the event that any such changes to representations or warranties are
materially adverse to the other party, and such change is not cured in all material respects within
thirty (30) days after the date of such notice, then, except as provided below, the other party鈥檚 sole
remedy shall be to terminate this Contract within ten (10) days after the expiration of such cure
period, whereupon neither party shall have any further obligation under this Contract, except for
any obligations which expressly survive the termination of this Contract. Notwithstanding the
foregoing, if the representation or warranty is no longer true and correct in any material respect due
to an intentional act or intentional omission of the party making such representation or warranty in
violation of the terms of this Contract, then such act or omission shall be a default under this Contract
and the other party may proceed with its remedies under Article V of this Contract. If the applicable
party does not so elect to terminate this Contract, the representations and warranties made by such
notifying party pursuant to this Contract shall be deemed made subject to any such changes
reflected in the applicable notice and this Contract shall proceed in full force and effect.
ARTICLE V
EVENTS OF DEFAULT AND REMEDIES
Section 5.1. Default by Developer.
The occurrence of any of the following shall be an event of default by Developer
under this Contract:
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