Common use of Notice of Material Developments Clause in Contracts

Notice of Material Developments. GSE and Parent (for itself and Merger Sub) will promptly notify the other party in writing of (a) receipt of any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, (b) any claims, actions, proceedings or governmental investigations commenced or, to its knowledge, threatened, involving or affecting GSE or any of its subsidiaries or any of their property or assets that involves a demand of $100,000 or greater or that otherwise is material, (c) the occurrence, or failure to occur, of any event that would be likely to cause any representation or warranty made by such party contained in this Agreement to be untrue or inaccurate in any material respect, (d) any failure of the Company or Merger Sub, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (e) the occurrence of any event that would constitute a material breach of any of the representations or warranties set forth in this Agreement had such representations or warranties been made as of the occurrence of such event and (f) any "Material Adverse Change" of such party, whether or not occurring in the ordinary course of business. As used in this Agreement, the term "Material Adverse Change" means any change, event, circumstance or condition (collectively, a "Change") that, when considered with all other Changes in the aggregate would reasonably be expected to have a material and adverse effect on the business, operations, assets, liabilities, properties, conditions (financial or otherwise) or results of operation of GSE or Parent, as the case may be. The foregoing to the contrary notwithstanding, in no event shall any of the following constitute a "Material Adverse Change" in GSE: (i) fluctuations in the trading price of the GSE Common Stock on the New York Stock Exchange between the date hereof and the Effective Date, or (ii) fluctuations in working capital associated with GSE's normal operating cycle, or (iii) the satisfaction of obligations or contingencies disclosed in GSE's most recent report on Form 10-K, or (iv) political or economic events (including acts of war and terrorist incidents) not having an effect (directly or indirectly) upon GSE's business or financial condition. Notwithstanding anything in this Agreement to the contrary, no notification pursuant to this Paragraph 4.1.3 shall affect the representations, warranties or covenants of any party or the conditions to the obligations of any party hereunder, nor shall it limit or otherwise affect the remedies available hereunder to the party receiving such notice;

Notice of Material Developments. GSE Each of Esenjay and Parent (for itself and Merger Sub) 3DX will promptly notify the other party in writing of (a) receipt of any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement"material adverse change" in, (b) any claims, actions, proceedings or governmental investigations commenced or, to its knowledge, threatened, involving or affecting GSE or any of its subsidiaries changes which, in the aggregate, could result in a "material adverse change" in, the consolidated financial condition, business or any of their property or assets that involves a demand of $100,000 or greater or that otherwise is material, (c) the occurrence, or failure to occur, of any event that would be likely to cause any representation or warranty made by such party contained in this Agreement to be untrue or inaccurate in any material respect, (d) any failure of the Company or Merger Sub, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (e) the occurrence of any event that would constitute a material breach of any of the representations or warranties set forth in this Agreement had such representations or warranties been made as of the occurrence of such event and (f) any "Material Adverse Change" affairs of such party, whether or not occurring in the ordinary course of business. As used in this Agreement, the term "Material Adverse Changematerial adverse change" means any change, event, circumstance or condition (collectively, a "Change") that, which when considered with all other Changes in the aggregate would reasonably be expected to have result in a material and adverse "loss" having the effect on of so fundamentally adversely affecting the business, operations, assets, liabilities, properties, conditions (business or financial prospects of Esenjay or otherwise) or results of operation of GSE or Parent3DX, as the case may be, that the benefits reasonably expected to be obtained by such party as a result of the merger contemplated by this Agreement would be jeopardized with relative certainty. The term "loss" shall mean any and all direct or indirect payments, obligations, assessments, losses, loss of income, liabilities, fines, penalties, costs and expenses paid or incurred or more likely than not to be paid or incurred, or diminutions in value of any kind or character (whether or not known or unknown, conditional or unconditional, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise) that are more likely than not to occur, including without limitation penalties, interest on any amount payable to a third party as a result of the foregoing and any legal or other expenses reasonably incurred or more likely than not to the contrary notwithstandingbe incurred in connection with investigating or defending any demands, claims, actions or causes of action that, if adversely determined, would likely result in losses, and all amounts paid in settlement of claims or actions; PROVIDED, HOWEVER, that losses shall be net of any insurance proceeds entitled to be received from a nonaffiliated insurance company on account of such losses (after taking into account any costs incurred in obtaining such proceeds and any increase in insurance premiums as a result of a claim with respect to such proceeds). In no event shall any of the following constitute a "Material Adverse Change" in GSE: (i) fluctuations change in the trading price of either the GSE Esenjay Common Stock on or the New York 3DX Common Stock Exchange between the date hereof and the Effective Date, or (ii) fluctuations in working capital associated and of itself, constitute a material adverse change. The term "loss" shall not include losses reported on financial statements prepared in accordance with GSE's normal operating cycle, or (iii) the satisfaction of obligations or contingencies disclosed in GSE's most recent report on Form 10-K, or (iv) political or economic events (including acts of war and terrorist incidents) not having an effect (directly or indirectly) upon GSE's business or financial condition. Notwithstanding anything in this Agreement to the contrary, no notification pursuant to this Paragraph 4.1.3 shall affect the representations, warranties or covenants of any party or the conditions to the obligations of any party hereunder, nor shall it limit or otherwise affect the remedies available hereunder to the party receiving such notice;GAAP that are consistent with prior reported earnings.

Notice of Material Developments. GSE and Parent (for itself and Merger Sub) will promptly notify Promptly notified the other party hereto in writing of (a) receipt of any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement"material adverse change" in, (b) any claims, actions, proceedings or governmental investigations commenced or, to its knowledge, threatened, involving or affecting GSE or any changes which, in the aggregate, could result in a "material adverse change" in, the consolidated financial condition, business or affairs of its subsidiaries or any of their property or assets that involves a demand of $100,000 or greater or that otherwise is material, (c) the occurrence, or failure to occur, of any event that would be likely to cause any representation or warranty made by such party contained in this Agreement to be untrue or inaccurate in any material respect, (d) any failure of the Company or Merger Sub, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (e) the occurrence of any event that would constitute a material breach of any of the representations or warranties set forth in this Agreement had such representations or warranties been made as of the occurrence of such event and (f) any "Material Adverse Change" of such partyA&J Southeast, whether or not occurring in the ordinary course of business. As used in this Agreement, the term "Material Adverse Changematerial adverse change" means any change, event, circumstance or condition (collectively, a "Change") that, which when considered with all other Changes in the aggregate would reasonably be expected to have result in a material "loss" having the effect of so fundamentally adversely affecting the business or financial prospects of A&J Southeast or Synagro, as applicable, that the benefits reasonably expected to be obtained by Synagro, with respect to losses by A&J Southeast, and adverse effect on the businessStockholders, operationswith respect to losses by Synagro, assetsas a result of the consummation of the transactions contemplated by this Agreement would be jeopardized with relative certainty. The term "loss" shall mean any and all direct or indirect payments, obligations, assessments, losses, loss of income, liabilities, propertiesfines, conditions penalties, costs and expenses paid or incurred or more likely than not to be paid or incurred, 32 or diminutions in value of any kind or character (financial whether known or unknown, conditional or unconditional, choaxx xx inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise) that are more likely than not to occur, including without limitation penalties, interest on any amount payable to a third party as a result of the foregoing and any legal or results other expenses reasonably incurred or more likely than not to be incurred in connection with investigating or defending any demands, claims, actions or causes of operation action that, if adversely determined, would likely result in losses, and all amounts paid in settlement of GSE claims or Parentactions; provided, that losses shall be net of any recoveries by A&J Southeast or Synagro, as the case may beapplicable, from third parties and any insurance proceeds A&J Southeast or Synagro, as applicable, is entitled to receive from a nonaffiliated insurance company on account of such losses (after taking into account any costs incurred in obtaining such proceeds and any increase in insurance premiums as a result of a claim with respect to such proceeds). The foregoing to the contrary notwithstandingparties agree, in no event shall any of the following constitute however, that a "Material Adverse Change" in GSE: (i) fluctuations reduction in the trading price of the GSE Synagro Common Stock on the New York Stock Exchange between the date hereof Nasdaq National Market for Small-Cap Issues shall not, in and the Effective Dateof itself, or (ii) fluctuations in working capital associated with GSE's normal operating cycle, or (iii) the satisfaction of obligations or contingencies disclosed in GSE's most recent report on Form 10-K, or (iv) political or economic events (including acts of war and terrorist incidents) not having an effect (directly or indirectly) upon GSE's business or financial condition. Notwithstanding anything in this Agreement to the contrary, no notification pursuant to this Paragraph 4.1.3 shall affect the representations, warranties or covenants of any party or the conditions to the obligations of any party hereunder, nor shall it limit or otherwise affect the remedies available hereunder to the party receiving such notice;constitute a material adverse change.

Notice of Material Developments. GSE and Parent (for itself and Merger Sub) will promptly Promptly notify the other party in writing of (a) receipt of any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this AgreementAmaterial adverse change@ in, (b) any claims, actions, proceedings or governmental investigations commenced or, to its knowledge, threatened, involving or affecting GSE or any of its subsidiaries changes which, in the aggregate, could result in a Amaterial adverse change@ in, the consolidated financial condition, business or any of their property or assets that involves a demand of $100,000 or greater or that otherwise is material, (c) the occurrence, or failure to occur, of any event that would be likely to cause any representation or warranty made by such party contained in this Agreement to be untrue or inaccurate in any material respect, (d) any failure of the Company or Merger Sub, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (e) the occurrence of any event that would constitute a material breach of any of the representations or warranties set forth in this Agreement had such representations or warranties been made as of the occurrence of such event and (f) any "Material Adverse Change" affairs of such party, whether or not occurring in the ordinary course of business. As used in this Agreement, the term "Material Adverse Change" Amaterial adverse change@ means any change, event, circumstance or condition (collectively, a "Change"AChange@) that, which when considered with all other Changes in the aggregate would reasonably be expected to have result in a material and adverse "loss" having the effect on of so fundamentally adversely affecting the business, operations, assets, liabilities, properties, conditions (business or financial prospects of Key or otherwise) or results of operation of GSE or ParentCobra, as the case may be, that the benefits reasonably expected to be obtained by Key or Cobra, as the case may be, as a result of the consummation of the transactions contemplated by this Agreement would be jeopardized with relative certainty. The foregoing term "loss" shall mean any and all direct or indirect payments, obligations, assessments, losses, loss of income, liabilities, fines, penalties, costs and expenses paid or incurred or more likely than not to the contrary notwithstandingbe paid or incurred, or diminutions in no event shall value of any kind or character (whether known or unknown, conditional or unconditional, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise) that are more likely than not to occur, including without limitation penalties, interest on any amount payable to a third party as a result of the following constitute foregoing and any legal or other expenses reasonably incurred or more likely than not to be incurred in connection with investigating or defending any demands, claims, actions or causes of action that, if adversely determined, would likely result in losses, and all amounts paid in settlement of claims or actions; provided, that losses shall be net of any recoveries by Cobra from third parties and any insurance proceeds Cobra is entitled to receive from a "Material Adverse Change" nonaffiliated insurance company on account of such losses (after taking into account any costs incurred in GSE: (i) fluctuations obtaining such proceeds and any increase in insurance premiums as a result of a claim with respect to such proceeds); and provided further, that a reduction of the trading price of the GSE Key Common Stock on the New York American Stock Exchange between the date hereof shall not, in and the Effective Dateof itself, or (ii) fluctuations in working capital associated with GSE's normal operating cycle, or (iii) the satisfaction of obligations or contingencies disclosed in GSE's most recent report on Form 10-K, or (iv) political or economic events (including acts of war and terrorist incidents) not having an effect (directly or indirectly) upon GSE's business or financial condition. Notwithstanding anything in this Agreement to the contrary, no notification pursuant to this Paragraph 4.1.3 shall affect the representations, warranties or covenants of any party or the conditions to the obligations of any party hereunder, nor shall it limit or otherwise affect the remedies available hereunder to the party receiving such notice;constitute a material adverse change.

Notice of Material Developments. GSE and Parent (for itself and Merger Sub) will promptly notify Promptly notified the other party hereto in writing of (a) receipt of any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement"material adverse change" in, (b) any claims, actions, proceedings or governmental investigations commenced or, to its knowledge, threatened, involving or affecting GSE or any changes which, in the aggregate, could result in a "material adverse change" in, the consolidated financial condition, business or affairs of its subsidiaries or any of their property or assets that involves a demand of $100,000 or greater or that otherwise is material, (c) the occurrence, or failure to occur, of any event that would be likely to cause any representation or warranty made by such party contained in this Agreement to be untrue or inaccurate in any material respect, (d) any failure of the Company or Merger Sub, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (e) the occurrence of any event that would constitute a material breach of any of the representations or warranties set forth in this Agreement had such representations or warranties been made as of the occurrence of such event and (f) any "Material Adverse Change" of such partyMORI, whether or not occurring in the ordinary course of business. As used in this Agreement, the term "Material Adverse Changematerial adverse change" means any change, event, circumstance or condition (collectively, a "Change") that, which when considered with all other Changes in the aggregate would reasonably be expected to have result in a material "loss" having the effect of so fundamentally adversely affecting the business or financial prospects of MORI or Synagro, as applicable, that the benefits reasonably expected to be obtained by Synagro, with respect to losses by MORI, and adverse effect on the businessShareholders, operationswith respect to losses by Synagro, assetsas a result of the consummation of the transactions contemplated by this Agreement would be jeopardized with relative certainty. The term "loss" shall mean any and all direct or indirect payments, obligations, assessments, losses, loss of income, liabilities, propertiesfines, conditions penalties, costs and expenses paid or incurred or more likely than not to be paid or incurred, or diminutions in value of any kind or character (financial whether known or unknown, conditional or unconditional, choaxx xx inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise) that are more likely than not to occur, including without limitation penalties, interest on any amount payable to a third party as a result of the foregoing and any legal or results other expenses reasonably incurred or more likely than not to be incurred in connection with investigating or defending any demands, claims, actions or causes of operation action that, if adversely determined, would likely result in losses, and all amounts paid in settlement of GSE claims or Parentactions; provided, that losses shall be net of any recoveries by MORI or Synagro, as the case may beapplicable, from third parties and any insurance proceeds MORI or Synagro, as applicable, is entitled to receive from a nonaffiliated insurance company on account of such losses (after taking into account any costs incurred in obtaining such proceeds and any increase in insurance premiums as a result of a claim with respect to such proceeds). The foregoing to the contrary notwithstandingparties agree, in no event shall any of the following constitute however, that a "Material Adverse Change" in GSE: (i) fluctuations reduction in the trading price of the GSE Synagro Common Stock on the New York Stock Exchange between the date hereof Nasdaq National Market for Small-Cap Issues shall not, in and the Effective Dateof itself, or (ii) fluctuations in working capital associated with GSE's normal operating cycle, or (iii) the satisfaction of obligations or contingencies disclosed in GSE's most recent report on Form 10-K, or (iv) political or economic events (including acts of war and terrorist incidents) not having an effect (directly or indirectly) upon GSE's business or financial condition. Notwithstanding anything in this Agreement to the contrary, no notification pursuant to this Paragraph 4.1.3 shall affect the representations, warranties or covenants of any party or the conditions to the obligations of any party hereunder, nor shall it limit or otherwise affect the remedies available hereunder to the party receiving such notice;constitute a material adverse change.

Notice of Material Developments. GSE Ponder and Parent (for itself and Merger Sub) N-Vision will promptly pxxxxxxy notify the other party in writing of (a) receipt of any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement"material adverse change" in, (b) any claims, actions, proceedings or governmental investigations commenced or, to its knowledge, threatened, involving or affecting GSE or any of its subsidiaries changes which, in the aggregate, could result in a "material adverse change" in, the consolidated financial condition, business or any of their property or assets that involves a demand of $100,000 or greater or that otherwise is material, (c) the occurrence, or failure to occur, of any event that would be likely to cause any representation or warranty made by such party contained in this Agreement to be untrue or inaccurate in any material respect, (d) any failure of the Company or Merger Sub, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (e) the occurrence of any event that would constitute a material breach of any of the representations or warranties set forth in this Agreement had such representations or warranties been made as of the occurrence of such event and (f) any "Material Adverse Change" affairs of such party, whether or not occurring in the ordinary course of business. As used in this Merger Agreement, the term "Material Adverse Changematerial adverse change" means any change, event, circumstance or condition (collectively, a "Changechange") that, which when considered with all other Changes in the aggregate would reasonably be expected to have result in a material and adverse "loss" having the effect on of so fundamentally adversely affecting the business, operations, assets, liabilities, properties, conditions (business or financial or otherwise) or results prospects of operation of GSE or ParentNEWCO, as the case may be, that the benefits reasonable expected to be obtained by such party as a result of the merger contemplated by this Merger Agreement would be jeopardized with relative certainty. The term "loss" shall mean any and all direct or indirect payments, obligations, assessments, losses, loss of income, liabilities, fines, penalties, costs and expenses paid or incurred or more likely than not to be paid or incurred, or diminutions in value of any kind of character (whether or not known or unknown, conditional, or unconditional, choate or inchoate, liquidxxxx xr unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise) that are more likely than not to occur, including without limitation penalties, interest on any amount payable to a third party as a result of the foregoing and any legal or other expenses reasonably incurred or more likely than not to the contrary notwithstandingbe incurred or in connection with investigating or defending any demands, claims, actions or causes of action that, if adversely determined, would likely result in losses, and all amounts paid in settlement of claims or actions, PROVIDED HOWEVER, that losses shall be net of any insurance proceeds entitled to be received from a nonaffiliated insurance company on account of such losses (after taking into account any costs incurred in obtaining such proceeds and any increase premiums as a result of a claim with respect to such proceeds). The term "loss" shall not include losses reported on financial statements prepared in accordance with GAAP that are consistent with prior reported earnings. In no event shall any of the following constitute a "Material Adverse Change" in GSE: (i) fluctuations change in the trading price of either the GSE Ponder Common Stock on the New York or N-Vxxxxx Common Stock Exchange between the date hereof and the Effective Date, or (ii) fluctuations in working capital associated with GSE's normal operating cycleand of itself, or (iii) the satisfaction of obligations or contingencies disclosed in GSE's most recent report on Form 10-K, or (iv) political or economic events (including acts of war and terrorist incidents) not having an effect (directly or indirectly) upon GSE's business or financial condition. Notwithstanding anything in this Agreement to the contrary, no notification pursuant to this Paragraph 4.1.3 shall affect the representations, warranties or covenants of any party or the conditions to the obligations of any party hereunder, nor shall it limit or otherwise affect the remedies available hereunder to the party receiving such notice;constitute a material adverse change.

Notice of Material Developments. GSE Each of Key and Parent (for itself and Merger Sub) Brooks will promptly notify prompxxx xotify the other party in writing of (a) receipt of any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement"material adverse change" in, (b) any claims, actions, proceedings or governmental investigations commenced or, to its knowledge, threatened, involving or affecting GSE or any of its subsidiaries changes which, in the aggregate, could result in a "material adverse change" in, the consolidated financial condition, business or any of their property or assets that involves a demand of $100,000 or greater or that otherwise is material, (c) the occurrence, or failure to occur, of any event that would be likely to cause any representation or warranty made by such party contained in this Agreement to be untrue or inaccurate in any material respect, (d) any failure of the Company or Merger Sub, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (e) the occurrence of any event that would constitute a material breach of any of the representations or warranties set forth in this Agreement had such representations or warranties been made as of the occurrence of such event and (f) any "Material Adverse Change" affairs of such party, whether or not occurring in the ordinary course of business. As used in this Agreement, the term "Material Adverse Changematerial adverse change" means any change, event, circumstance or condition (collectively, a "Change") that, which when considered with all other Changes in the aggregate would reasonably be expected to have result in a material and adverse "loss" having the effect on of so fundamentally adversely affecting the business, operations, assets, liabilities, properties, conditions (business or financial prospects of Key or otherwise) or results of operation of GSE or ParentBrooks, as the case may be, xxxt the benefits reasonably expected to be obtained by such party as a result of the Merger contemplated by this Agreement would be jeopardized with relative certainty. The foregoing to the contrary notwithstanding, in In no event shall any of the following constitute a "Material Adverse Change" in GSE: (i) fluctuations change in the trading price of the GSE Key Common Stock on the New York American Stock Exchange between the date hereof and the Effective Date, in and of itself, constitute a material adverse change. The term "loss" shall mean any and all direct or (ii) fluctuations in working capital associated with GSE's normal operating cycleindirect payments, obligations, assessments, losses, loss of income, liabilities, fines, penalties, costs and expenses paid or incurred or more likely than not to be paid or incurred, or (iii) the satisfaction of obligations or contingencies disclosed diminutions in GSE's most recent report on Form 10-K, or (iv) political or economic events (including acts of war and terrorist incidents) not having an effect (directly or indirectly) upon GSE's business or financial condition. Notwithstanding anything in this Agreement to the contrary, no notification pursuant to this Paragraph 4.1.3 shall affect the representations, warranties or covenants value of any kind or character (whether known or unknown, conditional or unconditional, choate or inchoate, liquidaxxx xx unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise) that are more likely than not to occur, including without limitation penalties, interest on any amount payable to a third party as a result of the foregoing and any legal or the conditions other expenses reasonably incurred or more likely than not to the obligations be incurred in connection with investigating or defending any demands, claims, actions or causes of action that, if adversely determined, would likely result in losses, and all amounts paid in settlement of claims or actions; provided, that losses shall be net of any party hereunder, nor shall it limit or otherwise affect the remedies available hereunder insurance proceeds entitled to the party receiving be received from a nonaffiliated insurance company on account of such noticelosses (after taking into account any costs incurred in obtaining such proceeds and any increase in insurance premiums as a result of a claim with respect to such proceeds);

Notice of Material Developments. GSE and Parent (for itself and Merger Sub) will promptly notify the other party in writing of (a) receipt of any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, (b) any claims, actions, proceedings or governmental investigations commenced or, to its knowledge, threatened, involving or affecting GSE or any of its subsidiaries or any of their property or assets that involves a demand of $100,000 or greater or that otherwise is material, (c) the occurrence, or failure to occur, of any event that would be likely to cause any representation or warranty made by such party contained in this Agreement to be untrue or inaccurate in any material respect, (d) any failure of the Company or Merger Sub, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (e) the occurrence of any event that would constitute a material breach of any of the representations or warranties set forth in this Agreement had such representations or warranties been made as of the occurrence of such event and (f) any "Material Adverse Change" of such party, whether or not occurring in the ordinary course of business. busine(S) As used in this Agreement, the term "Material Adverse Change" means any change, event, circumstance or condition (collectively, a "Change") that, when considered with all other Changes in the aggregate would reasonably be expected to have a material and adverse effect on the business, operations, assets, liabilities, properties, conditions (financial or otherwise) or results of operation of GSE or Parent, as the case may be. The foregoing to the contrary notwithstanding, in no event shall any of the following constitute a "Material Adverse Change" in GSE: (i) fluctuations in the trading price of the GSE Common Stock on the New York Stock Exchange between the date hereof and the Effective Date, or (ii) fluctuations in working capital associated with GSE's normal operating cycle, or (iii) the satisfaction of obligations or contingencies disclosed in GSE's most recent report on Form 10-K, or (iv) political or economic events (including acts of war and terrorist incidents) not having an effect (directly or indirectly) upon GSE's business or financial condition. Notwithstanding anything in this Agreement to the contrary, no notification pursuant to this Paragraph 4.1.3 shall affect the representations, warranties or covenants of any party or the conditions to the obligations of any party hereunder, nor shall it limit or otherwise affect the remedies available hereunder to the party receiving such notice;

Notice of Material Developments. GSE and Parent (for itself and Merger Sub) will promptly Promptly notify the other party Acquisition No. 0, Xxxxxxxxxxx Xx. 0 xxx Striker in writing of (a) receipt of any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement"material adverse change" in, (b) any claims, actions, proceedings or governmental investigations commenced or, to its knowledge, threatened, involving or affecting GSE or any changes which, in the aggregate, could result in a "material adverse change" in, the consolidated financial condition, business or affairs of its subsidiaries or any of their property or assets that involves a demand of $100,000 or greater or that otherwise is material, (c) the occurrence, or failure to occur, of any event that would be likely to cause any representation or warranty made by such party contained in this Agreement to be untrue or inaccurate in any material respect, (d) any failure of the Company or Merger Sub, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (e) the occurrence of any event that would constitute a material breach of any of the representations or warranties set forth in this Agreement had such representations or warranties been made as of the occurrence of such event and (f) any "Material Adverse Change" of such partyNewgen, whether or not occurring in the ordinary course of business. As used in this Agreement, the term "Material Adverse Change" material adverse change' means any change, event, circumstance or condition (collectively, a "Change") that, which when considered with all other Changes in the aggregate would reasonably be expected to have result in a material "loss" having the effect of so fundamentally adversely affecting the business or financial prospects of Newgen, that the benefits reasonably expected to be obtained by Striker and adverse effect on Acquisition No. 1 as a result of the businesstransactions contemplated by this Agreement would be jeopardized with relative certainty. The term "loss" shall mean any and all direct or indirect payments, operationsobligations, assetsassessments, losses, loss of income, liabilities, propertiesfines, conditions penalties, costs and expenses paid or incurred or more likely than not to be paid or incurred, or diminutions in value of any kind or character (financial whether or not known or unknown, conditional or unconditional, choaxx xx inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise) or results of operation of GSE or Parentthat are more likely than not to occur, including without limitation penalties, interest on any amount payable to a third party as the case may be. The foregoing to the contrary notwithstanding, in no event shall any a result of the following constitute a "Material Adverse Change" foregoing and any legal or other expenses reasonably incurred or more likely than not to be incurred in GSE: (i) fluctuations connection with investigating or defending any demands, claims, actions or causes of action that, if adversely determined, would likely result in the trading price losses, and all amounts paid in settlement of the GSE Common Stock on the New York Stock Exchange between the date hereof and the Effective Dateclaims or actions; provided, or (ii) fluctuations in working capital associated with GSE's normal operating cyclehowever, or (iii) the satisfaction of obligations or contingencies disclosed in GSE's most recent report on Form 10-K, or (iv) political or economic events (including acts of war and terrorist incidents) not having an effect (directly or indirectly) upon GSE's business or financial condition. Notwithstanding anything in this Agreement to the contrary, no notification pursuant to this Paragraph 4.1.3 that losses shall affect the representations, warranties or covenants be net of any party or the conditions insurance proceeds entitled to the obligations be received from a nonaffiliated insurance company on account of such losses (after taking into account any party hereunder, nor shall it limit or otherwise affect the remedies available hereunder costs incurred in obtaining such proceeds and any increase in insurance premiums as a result of a claim with respect to the party receiving such noticeproceeds);