Common use of Notice of Adverse Circumstances Clause in Contracts

Notice of Adverse Circumstances. (a) If, prior to 8.00am on the Implementation Date, Pushpay or the Bidder becomes aware of a matter, event or circumstance that it considers in good faith will give rise to, or there is a reasonable possibility that it will give rise to, a Material Adverse Change (“Adverse Circumstance”), it must promptly notify the other party of the relevant Adverse Circumstance (which notice must state that it is a notice for the purposes of this clause 3.11). (b) After giving notice of an Adverse Circumstance, the parties must consult in good faith for at least five Business Days or, if shorter, until 5.00pm on the day prior to the Implementation Date, regarding the appropriate method of calculating the adverse financial consequences of the Adverse Circumstance, having regard to the various matters which are to be excluded under the definition of Material Adverse Change.

Notice of Adverse Circumstances. (a) If, prior to 8.00am on the Implementation Date, Pushpay the Company or the Bidder Acquirer becomes aware of a matter, event or circumstance that it considers in good faith will give rise to, or there is a reasonable possibility that it will give rise to, a Material Adverse Change (“Adverse Circumstance”), it must promptly notify the other party of the relevant Adverse Circumstance (which notice must state that it is a notice for the purposes of this clause 3.113.6). (b) After giving notice of an Adverse Circumstance, the parties must consult in good faith for at least five Business Days or, if shorter, until 5.00pm on the day prior to the Implementation Date, regarding the appropriate method of calculating the adverse financial consequences of the Adverse Circumstance, having regard to the various matters which are to be excluded under the definition of Material Adverse Change.