Common use of Notice of Material Developments Clause in Contracts

Notice of Material Developments. Ponder and N-Vision will pxxxxxxy notify the other party in writing of any "material adverse change" in, or any changes which, in the aggregate, could result in a "material adverse change" in, the consolidated financial condition, business or affairs of such party, whether or not occurring in the ordinary course of business. As used in this Merger Agreement, the term "material adverse change" means any change, event, circumstance or condition (collectively, a "change") which when considered with all other Changes would reasonably be expected to result in a "loss" having the effect of so fundamentally adversely affecting the business or financial prospects of NEWCO, 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 be 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 a change in the trading price of either the Ponder Common Stock or N-Vxxxxx Common Stock between the date hereof and the Effective Date, in and of itself, constitute a material adverse change.

Notice of Material Developments. Ponder and N-Vision will pxxxxxxy Promptly notify the other party Acquisition No. 0, Xxxxxxxxxxx Xx. 0 xxx Striker in writing of any "material adverse change" in, or any changes which, in the aggregate, could result in a "material adverse change" in, the consolidated financial condition, business or affairs of such partyNewgen, whether or not occurring in the ordinary course of business. As used in this Merger Agreement, the term "material adverse change" ' means any change, event, circumstance or condition (collectively, a "changeChange") which when considered with all other Changes would reasonably be expected to result in a "loss" having the effect of so fundamentally adversely affecting the business or financial prospects of NEWCO, as the case may beNewgen, that the benefits reasonable reasonably expected to be obtained by such party Striker and Acquisition No. 1 as a result of the merger transactions 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 or character (whether or not known or unknown, conditional, conditional or unconditional, choate or choaxx xx inchoate, liquidxxxx xr 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 be 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, PROVIDED HOWEVERhowever, 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). 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 a change in the trading price of either the Ponder Common Stock or N-Vxxxxx Common Stock between the date hereof and the Effective Date, in and of itself, constitute a material adverse change.;

Notice of Material Developments. Ponder and N-Vision will pxxxxxxy notify Promptly notified the other party hereto in writing of any "material adverse change" in, or any changes which, in the aggregate, could result in a "material adverse change" in, the consolidated financial condition, business or affairs of such partyMORI, whether or not occurring in the ordinary course of business. As used in this Merger Agreement, the term "material adverse change" means any change, event, circumstance or condition (collectively, a "changeChange") which when considered with all other Changes would reasonably be expected to result in a "loss" having the effect of so fundamentally adversely affecting the business or financial prospects of NEWCOMORI or Synagro, as the case may beapplicable, that the benefits reasonable reasonably expected to be obtained by such party Synagro, with respect to losses by MORI, and the Shareholders, with respect to losses by Synagro, as a result of the merger consummation of the transactions 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 or character (whether or not known or unknown, conditional, conditional or unconditional, choate or choaxx xx inchoate, liquidxxxx xr 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 be 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; provided, that losses shall be net of any recoveries by MORI or Synagro, as applicable, from third parties and any insurance proceeds MORI or Synagro, as applicable, is entitled to be received 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 term "loss" shall not include losses reported on financial statements prepared in accordance with GAAP parties agree, however, that are consistent with prior reported earnings. In no event shall a change reduction in the trading price of either the Ponder Synagro Common Stock or Non the Nasdaq National Market for Small-Vxxxxx Common Stock between the date hereof and the Effective DateCap Issues shall not, in and of itself, constitute a material adverse change.

Notice of Material Developments. Ponder Each of Key and N-Vision Brooks will pxxxxxxy notify prompxxx xotify the other party in writing of any "material adverse change" in, or any changes which, in the aggregate, could result in a "material adverse change" in, the consolidated financial condition, business or affairs of such party, whether or not occurring in the ordinary course of business. As used in this Merger Agreement, the term "material adverse change" means any change, event, circumstance or condition (collectively, a "changeChange") which when considered with all other Changes would reasonably be expected to result in a "loss" having the effect of so fundamentally adversely affecting the business or financial prospects of NEWCOKey or Brooks, as the case may be, that xxxt the benefits reasonable reasonably expected to be obtained by such party as a result of the merger Merger contemplated by this Merger Agreement would be jeopardized with relative certainty. In no event shall a change in the trading price of the Key Common Stock on the 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 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 or character (whether or not known or unknown, conditional, conditional or unconditional, choate or inchoate, liquidxxxx xr 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 other expenses reasonably incurred or more likely than not to be 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; provided, 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). 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 a change in the trading price of either the Ponder Common Stock or N-Vxxxxx Common Stock between the date hereof and the Effective Date, in and of itself, constitute a material adverse change.;

Notice of Material Developments. Ponder and N-Vision will pxxxxxxy notify Promptly notified the other party hereto in writing of any "material adverse change" in, or any changes which, in the aggregate, could result in a "material adverse change" in, the consolidated financial condition, business or affairs of such partyA&J Southeast, whether or not occurring in the ordinary course of business. As used in this Merger Agreement, the term "material adverse change" means any change, event, circumstance or condition (collectively, a "changeChange") which when considered with all other Changes would reasonably be expected to result in a "loss" having the effect of so fundamentally adversely affecting the business or financial prospects of NEWCOA&J Southeast or Synagro, as the case may beapplicable, that the benefits reasonable reasonably expected to be obtained by such party Synagro, with respect to losses by A&J Southeast, and the Stockholders, with respect to losses by Synagro, as a result of the merger consummation of the transactions 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, 32 or diminutions in value of any kind of or character (whether or not known or unknown, conditional, conditional or unconditional, choate or choaxx xx inchoate, liquidxxxx xr 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 be 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; provided, that losses shall be net of any recoveries by A&J Southeast or Synagro, as applicable, from third parties and any insurance proceeds A&J Southeast or Synagro, as applicable, is entitled to be received 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 term "loss" shall not include losses reported on financial statements prepared in accordance with GAAP parties agree, however, that are consistent with prior reported earnings. In no event shall a change reduction in the trading price of either the Ponder Synagro Common Stock or Non the Nasdaq National Market for Small-Vxxxxx Common Stock between the date hereof and the Effective DateCap Issues shall not, in and of itself, constitute a material adverse change.

Notice of Material Developments. Ponder GSE and N-Vision Parent (for itself and Merger Sub) will pxxxxxxy 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 changeMaterial Adverse Change" in, or any changes which, in the aggregate, could result in a "material adverse change" in, the consolidated financial condition, business or 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") which that, when considered with all other Changes in the aggregate would reasonably be expected to result in have a "loss" having material and adverse effect on the effect business, operations, assets, liabilities, properties, conditions (financial or otherwise) or results of so fundamentally adversely affecting the business operation of GSE or financial prospects of NEWCOParent, 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 paymentsforegoing to the contrary notwithstanding, 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 be 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 change "Material Adverse Change" in GSE: (i) fluctuations in the trading price of either the Ponder GSE Common Stock or N-Vxxxxx Common 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 itselfany party or the conditions to the obligations of any party hereunder, constitute a material adverse change.nor shall it limit or otherwise affect the remedies available hereunder to the party receiving such notice;

Notice of Material Developments. Ponder Each of ITEQ and N-Vision Matrix will pxxxxxxy promptly notify the other party in writing of (i) any event occurring subsequent to the date of this Agreement which would render any representation or warranty of such party contained in this Agreement untrue or inaccurate in any material respect, (ii) any breach by such party of any covenant or agreement contained in this Agreement, or (iii) any "material adverse changeMaterial Adverse Change" in, or any changes changes, events, circumstances or conditions which, in the aggregate, could result in reasonably be expected to have a "material adverse changeMaterial Adverse Effect" in, the consolidated financial condition, business or 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" or Material Adverse Effect" are used interchangeably and each means any change, event, circumstance or condition (collectively, a "changeChange") which which, when considered with all other Changes (any other suggestion in this Agreement to the contrary notwithstanding), would reasonably be expected to result in a "loss" having the effect of so fundamentally adversely affecting the business or financial prospects of NEWCOITEQ or Matrix, as the case may be, that the benefits reasonable reasonably expected to be obtained by such the other party as a result of to the merger contemplated by this Merger Agreement would be jeopardized with relative certainty. In no event shall (i) a change in the trading prices of either of ITEQ's or Matrix's equity securities between the date hereof and the Effective Date, in and of itself, or (ii) any diminution after November 30, 1997 in the operating results of either ITEQ or Matrix which is solely attributable to one-time, non-recurring and/or unusual costs or provisions which but for the merger contemplated by this Agreement would not have been incurred or provided constitute a Material Adverse Change or be deemed to have a Material Adverse Effect." 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 or character (whether or not known or unknown, conditional, conditional or unconditional, choate or choaxx xx inchoate, liquidxxxx xr 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 be 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 a change in the trading price of either the Ponder Common Stock or N-Vxxxxx Common Stock between the date hereof and the Effective Date, in and of itself, constitute a material adverse change.a

Notice of Material Developments. Ponder and N-Vision will pxxxxxxy Promptly notify the other party in writing of any "material Amaterial adverse change" change@ in, or any changes which, in the aggregate, could result in a "material Amaterial adverse change" change@ in, the consolidated financial condition, business or affairs of such party, whether or not occurring in the ordinary course of business. As used in this Merger Agreement, the term "material Amaterial adverse change" change@ means any change, event, circumstance or condition (collectively, a "change"AChange@) which when considered with all other Changes would reasonably be expected to result in a "loss" having the effect of so fundamentally adversely affecting the business or financial prospects of NEWCOKey or Cobra, as the case may be, that the benefits reasonable reasonably expected to be obtained by such party Key or Cobra, as the case may be, as a result of the merger consummation of the transactions 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 or character (whether or not known or unknown, conditional, conditional or unconditional, choate xxxxxx or inchoate, liquidxxxx xr 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 be 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; provided, that losses shall be net of any recoveries by Cobra from third parties and any insurance proceeds Cobra is entitled to be received 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 term "loss" shall not include losses reported on financial statements prepared in accordance with GAAP ; and provided further, that are consistent with prior reported earnings. In no event shall a change in reduction of the trading price of either the Ponder Key Common Stock or N-Vxxxxx Common on the American Stock between the date hereof and the Effective DateExchange shall not, in and of itself, constitute a material adverse change.

Notice of Material Developments. Ponder Each of Esenjay and N-Vision 3DX will pxxxxxxy promptly notify the other party in writing of any "material adverse change" in, or any changes which, in the aggregate, could result in a "material adverse change" in, the consolidated financial condition, business or affairs of such party, whether or not occurring in the ordinary course of business. As used in this Merger Agreement, the term "material adverse change" means any change, event, circumstance or condition (collectively, a "changeChange") which when considered with all other Changes would reasonably be expected to result in a "loss" having the effect of so fundamentally adversely affecting the business or financial prospects of NEWCOEsenjay or 3DX, as the case may be, that the benefits reasonable reasonably 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 or character (whether or not known or unknown, conditional, conditional or unconditional, choate xxxxxx or inchoate, liquidxxxx xr 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 be 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, 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 a change in the trading price of either the Esenjay Common Stock or the 3DX Common Stock between the date hereof and the Effective Date, in and of itself, constitute a material adverse change. 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 a change in the trading price of either the Ponder Common Stock or N-Vxxxxx Common Stock between the date hereof and the Effective Date, in and of itself, constitute a material adverse change.

Notice of Material Developments. Ponder GSE and N-Vision Parent (for itself and Merger Sub) will pxxxxxxy 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 changeMaterial Adverse Change" in, or any changes which, in the aggregate, could result in a "material adverse change" in, the consolidated financial condition, business or affairs of such party, whether or not occurring in the ordinary course of business. busine(S) As used in this Merger Agreement, the term "material adverse changeMaterial Adverse Change" means any change, event, circumstance or condition (collectively, a "changeChange") which that, when considered with all other Changes in the aggregate would reasonably be expected to result in have a "loss" having material and adverse effect on the effect business, operations, assets, liabilities, properties, conditions (financial or otherwise) or results of so fundamentally adversely affecting the business operation of GSE or financial prospects of NEWCOParent, 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 paymentsforegoing to the contrary notwithstanding, 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 be 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 change "Material Adverse Change" in GSE: (i) fluctuations in the trading price of either the Ponder GSE Common Stock or N-Vxxxxx Common 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 itselfany party or the conditions to the obligations of any party hereunder, constitute a material adverse change.nor shall it limit or otherwise affect the remedies available hereunder to the party receiving such notice;