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(2) <br /> <br />elect to Close under this Contract notwithstanding the failure of such <br />representation or warranty, in which event the Closing shall be deemed a <br />waiver of the failure of such representation or warranty. <br /> <br />Indemnity. <br /> <br />Update and Survival of Representation, Warranties, Covenants and <br /> <br />(1) <br /> <br />Notwithstanding anything to the contrary contained herein, the <br />representations, warranties and covenants in this Contract shall be deemed <br />remade as of Closing. <br /> <br />(2) <br /> <br />If any of the representations, warranties and covenants contained herein <br />are or become untrue or incorrect before Closing, each transferring Party <br />shall use its good faith best efforts to take such necessary action to make <br />such representations, warranties and covenants tlxte and correct as of the <br />Closing Date. <br /> <br />(3) <br /> <br />The representations, warranties and covenants and the indemnification <br />provisions in this Contract shall survive Closing for a period of one year <br />and shall not be merged therein. <br /> <br />10. MEMORANDUM OF CONTRACT. Upon request of either Party, both Parties shall <br />promptly execute a memorandum of this Contract suitable for filing of record. <br /> <br />11. CHANGE IN PROPERTY. <br /> <br /> a. Contingency. This Contract is expressly contingent upon there being no change <br />after the expiration of the periods described in Section 7 and prior to Closing in the nature or <br />condition of or circumstances affecting the Exchange Parcels, including, without limitation, any <br />change in: <br /> <br />(1) <br /> <br />restrictions and requirements affecting the ownership and development of <br />the Exchange Parcels; or <br /> <br />(2) the environmental condition of the Exchange Parcels. <br /> <br />If any such change occurs prior to Closing, then the acquiring Party may elect to terminate this <br />Contract pursuant to Section 14. <br /> <br /> b. Moratorium. If any state, county, city, or governmental agency declares or <br />effects any moratorium on the approval of subdivision plats or plans, which moratorium is <br />applicable to Trott Brook Farms or any portion thereof, and, as a result of such moratorium, the <br />state, county, city, or any other applicable governmental agency or authority will not approve <br />subdivision plats or plans, then, in such event, each Party's obligation to close hereunder shall <br />abate. <br /> <br />2174122vl 8 <br /> <br /> <br />