Common use of Notice of Material Developments Clause in Contracts

Notice of Material Developments. 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 A&J Southeast, 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") 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 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 the Stockholders, with respect to losses by Synagro, as 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, 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 or character (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 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 A&J Southeast or Synagro, as applicable, 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 parties agree, however, that a reduction in the trading price of Synagro Common Stock on the Nasdaq National Market for Small-Cap Issues shall not, in and of itself, constitute a material adverse change.

Notice of Material Developments. 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 A&J SoutheastMORI, 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") 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 A&J Southeast MORI or Synagro, as applicable, that the benefits reasonably expected to be obtained by Synagro, with respect to losses by A&J SoutheastMORI, and the StockholdersShareholders, with respect to losses by Synagro, as 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, 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 or character (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 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 A&J Southeast MORI or Synagro, as applicable, from third parties and any insurance proceeds A&J Southeast 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 parties agree, however, that a reduction in the trading price of Synagro Common Stock on the Nasdaq National Market for Small-Cap Issues shall not, in and of itself, constitute a material adverse change.

Notice of Material Developments. Promptly notified Each of Key and Brooks will prompxxx xotify 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 A&J Southeastsuch 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") 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 A&J Southeast Key or SynagroBrooks, as applicablethe case may be, that xxxt the benefits reasonably expected to be obtained by Synagro, with respect to losses by A&J Southeast, and the Stockholders, with respect to losses by Synagro, such party as a result of the consummation of the transactions Merger contemplated by this 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, 32 or diminutions in value of any kind or character (whether known or unknown, conditional or unconditional, choaxx xx choate or inchoate, liquidated or 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 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 A&J Southeast or Synagro, as applicable, from third parties and any insurance proceeds A&J Southeast or Synagro, as applicable, is entitled to receive 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 parties agree, however, that a reduction in the trading price of Synagro Common Stock on the Nasdaq National Market for Small-Cap Issues shall not, in and of itself, constitute a material adverse change.;

Notice of Material Developments. Promptly notified notify the other party hereto 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 A&J Southeastsuch party, whether or not occurring in the ordinary course of business. As used in this 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 A&J Southeast Key or SynagroCobra, as applicablethe case may be, that the benefits reasonably expected to be obtained by SynagroKey or Cobra, with respect to losses by A&J Southeast, and as the Stockholders, with respect to losses by Synagrocase may be, as 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, 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 or character (whether known or unknown, conditional or unconditional, choaxx xx 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 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 A&J Southeast or Synagro, as applicable, Cobra from third parties and any insurance proceeds A&J Southeast or Synagro, as applicable, Cobra 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 parties agree, however; and provided further, that a reduction in of the trading price of Synagro the Key Common Stock on the Nasdaq National Market for Small-Cap Issues American Stock Exchange shall not, in and of itself, constitute a material adverse change.

Notice of Material Developments. Promptly notified GSE and Parent (for itself and Merger Sub) will promptly notify 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, (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 A&J Southeastsuch 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") 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 of so fundamentally adversely affecting the business or financial prospects of A&J Southeast or Synagrobusiness, as applicableoperations, that the benefits reasonably expected to be obtained by Synagro, with respect to losses by A&J Southeast, and the Stockholders, with respect to losses by Synagro, as 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 incomeassets, liabilities, finesproperties, 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 conditions (whether known or unknown, conditional or unconditional, choaxx xx inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent financial or otherwise) that are more likely than not or results of operation of GSE or Parent, as the case may be. The foregoing to occurthe contrary notwithstanding, including without limitation penalties, interest on in no event shall 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 following constitute a "Material Adverse Change" 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 A&J Southeast or Synagro, as applicable, 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 GSE: (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 parties agree, however, that a reduction i) fluctuations in the trading price of Synagro the GSE Common Stock on the Nasdaq National Market for SmallNew 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-Cap Issues 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 notaffect the representations, in and 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. Promptly notified the other party hereto notify 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 A&J SoutheastNewgen, 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") 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 A&J Southeast or Synagro, as applicableNewgen, that the benefits reasonably expected to be obtained by Synagro, with respect to losses by A&J Southeast, Striker and the Stockholders, with respect to losses by Synagro, Acquisition No. 1 as 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, 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 or character (whether or not 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 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, however, 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 receive 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 parties agree, however, that a reduction in the trading price of Synagro Common Stock on the Nasdaq National Market for Small-Cap Issues shall not, in and of itself, constitute a material adverse change.;

Notice of Material Developments. Promptly notified Each of Esenjay and 3DX will promptly notify 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 A&J Southeastsuch 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") 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 A&J Southeast Esenjay or Synagro3DX, as applicablethe case may be, that the benefits reasonably expected to be obtained by Synagro, with respect to losses by A&J Southeast, and the Stockholders, with respect to losses by Synagro, such party as a result of the consummation of the transactions 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, 32 or diminutions in value of any kind or character (whether or not known or unknown, conditional or unconditional, choaxx xx 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 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; providedPROVIDED, HOWEVER, 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 receive 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 parties agree, however, that In no event shall a reduction change in the trading price of Synagro either the Esenjay Common Stock on or the Nasdaq National Market for Small-Cap Issues shall not3DX 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.

Notice of Material Developments. Promptly notified Ponder and N-Vision will pxxxxxxy notify 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 A&J Southeastsuch 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 A&J Southeast or SynagroNEWCO, as applicablethe case may be, that the benefits reasonably reasonable expected to be obtained by Synagro, with respect to losses by A&J Southeast, and the Stockholders, with respect to losses by Synagro, such party as a result of the consummation of the transactions 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, 32 or diminutions in value of any kind or of character (whether or not known or unknown, conditional conditional, or unconditional, choaxx xx choate or inchoate, liquidated or 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, PROVIDED HOWEVER, 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 receive 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 parties agree, however, 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 reduction change in the trading price of Synagro either the Ponder Common Stock on or N-Vxxxxx Common Stock between the Nasdaq National Market for Small-Cap Issues shall notdate hereof and the Effective Date, in and of itself, constitute a material adverse change.