Common use of Disclosure of Certain Matters Clause in Contracts

Disclosure of Certain Matters. Each of Quartet, Holdco, Merger Sub, the Company and the Stockholders will provide the others with prompt written notice of any event, development or condition that (a) would cause any of such party’s representations and warranties to become untrue or misleading or which may affect its ability to consummate the transactions contemplated by this Agreement, (b) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement, (c) gives such party any reason to believe that any of the conditions set forth in Article VI will not be satisfied, (d) is of a nature that is or may be materially adverse to the operations or condition (financial or otherwise) of the Company, or (e) would require any amendment or supplement to the Proxy Statement/Prospectus. The parties shall have the obligation to supplement or amend the Company Schedules and Quartet Schedules (the “Disclosure Schedules”) being delivered concurrently with the execution of this Agreement with respect to any material matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules. The obligations of the parties to amend or supplement the Disclosure Schedules being delivered herewith shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, for purposes of Sections 6.2(a), 6.3(a), 7.1(a)(i), 8.1(d) and 8.1(e), the representations and warranties of the parties shall be made with reference to the Disclosure Schedules as they exist at the time of execution of this Agreement, subject to such anticipated changes as are set forth in Schedule 4.1 or otherwise expressly contemplated by this Agreement or that are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of QuartetGSME, Holdco, Merger GSME Sub, Plastec and each of the Company and the Stockholders Plastec Shareholders will provide the others with prompt written notice of any event, development or condition that (a) would cause any of such partyParty’s representations and warranties to become untrue or misleading or which may affect its ability to consummate the transactions contemplated by this Agreement, (b) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement, (c) gives such party Party any reason to believe that any of the conditions set forth in Article VI VII will not be satisfied, (d) is of a nature that is or may would be materially adverse reasonably likely to the operations or condition (financial or otherwise) of the Companyhave a Material Adverse Effect on Plastec, or (e) would require any amendment or supplement to the Proxy Statement/Prospectus. The parties Parties shall have the obligation to supplement or amend the Company Schedules Plastec Schedule, the Plastec Shareholders Schedule and Quartet Schedules GSME Schedule (the “Disclosure Schedules”) being delivered concurrently with the execution of this Agreement and annexed hereto with respect to any material matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules. The obligations of the parties Parties to amend or supplement the Disclosure Schedules being delivered herewith shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, for purposes of Sections 6.2(a7.2(a), 6.3(a7.3(a), 7.1(a)(i8.1(a)(i), 8.1(d9.1(d) and 8.1(e9.1(e), the representations and warranties of the parties Parties shall be made with reference to the Disclosure Schedules as they exist at the time of execution of this Agreement, subject to such anticipated changes as are set forth in Schedule 4.1 or otherwise expressly contemplated by this Agreement or that which are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of Quartet, Holdco, Merger Sub, Key and the Company and the Stockholders will provide the others other with prompt written notice of any event, development or condition that (a) would cause any of such party’s representations and warranties to become untrue or misleading or which may affect its ability to consummate the transactions contemplated by this Agreement, (b) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement, (c) gives such party any reason to believe that any of the conditions set forth in Article VI will not be satisfied, (d) is of a nature that is or may be materially adverse to the operations operations, prospects or condition (financial or otherwise) of Key or the Company, or (e) would require any amendment or supplement to the Proxy Statement/Prospectus. The parties shall have the obligation to supplement or amend the Company Schedules and Quartet Key Schedules (the “Disclosure Schedules”) being delivered concurrently with the execution of this Agreement and annexed hereto with respect to any material matter hereafter arising or discovered after delivery hereof which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules. The obligations of the parties to amend or supplement the Disclosure Schedules being delivered herewith shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, for purposes of Sections 6.2(a), 6.3(a), 7.1(a)(i), 8.1(d) and 8.1(e), the representations and warranties of the parties shall be made with reference to the Disclosure Schedules as they exist at the time of execution of this Agreement, subject to such anticipated changes as are set forth in Schedule 4.1 or otherwise expressly contemplated by this Agreement or that which are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of Quartet, Holdco, Merger SubParent, the Company and the Stockholders each Signing Shareholder, severally and not jointly, will provide the others with prompt written notice of any event, development or condition that (a) would cause any of such party’s representations and warranties to become untrue or misleading or which may affect its ability to consummate the transactions contemplated by this Agreement, (b) had it existed or been known on the date hereof of the Original Agreement would have been required to be disclosed under this Agreement, (c) gives such party any reason to believe that any of the conditions set forth in Article VI will not be satisfied, (d) is of a nature that is or may be materially adverse to the operations operations, prospects or condition (financial or otherwise) of the Company, or (e) would require any amendment or supplement to the Proxy Statement/Prospectus. The parties shall have the obligation to supplement or amend the Company Schedules Schedule and Quartet Schedules Parent Schedule (the “Disclosure Schedules”) being delivered concurrently with the execution of this the Original Agreement and annexed hereto with respect to any material matter hereafter arising or discovered which, if existing or known at the date of this the Original Agreement, would have been required to be set forth or described in the Disclosure Schedules. The obligations of the parties to amend or supplement the Disclosure Schedules being delivered herewith shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, for purposes of Sections 6.2(a), 6.3(a), 7.1(a)(i), 8.1(d) and 8.1(e), the representations and warranties of the parties shall be made with reference to the Disclosure Schedules as they exist at the time of execution of this the Original Agreement, subject to such anticipated changes as are set forth in Schedule 4.1 or otherwise expressly contemplated by this Agreement or that which are set forth in the Disclosure Schedules as they exist on the date of the Original Agreement. The delivery of any notice pursuant to this Section 5.14 shall not be presumed to constitute an acknowledgment or admission of a breach of this Agreement.

Disclosure of Certain Matters. Each of Quartet, Holdco, Merger Sub, Parent and the Company and the Stockholders will provide the others other with prompt written notice notice, promptly after obtaining knowledge thereof, of any event, development or condition that (a) would cause any of such partyParty’s representations and warranties to become untrue or misleading such that any of the conditions set forth in Article VI will not be satisfied or which may affect its ability to consummate the transactions contemplated by this Agreement, (b) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement, (c) gives such party Party any reason to believe that any of the conditions set forth in Article VI will is likely not to be satisfied, (d) is of a nature that is or may be materially adverse to satisfied by the operations or condition (financial or otherwise) of the CompanyOutside Date, or (ed) would require any amendment or supplement to the Proxy Registration Statement/Prospectus. The parties Each of Parent and the Company shall have the obligation to supplement or amend the Company Schedules Schedule and Quartet Schedules the Parent Schedule, as applicable (collectively, the “Disclosure Schedules”) ), being delivered concurrently with the execution of this Agreement with respect to any material matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure SchedulesSchedules prepared by such Party (any such supplement or amendment a “Disclosure Supplement”) and, upon delivery of any such Disclosure Supplement, the applicable Disclosure Schedules shall be deemed supplemented and amended. The obligations of each of Parent and the parties Company to amend or supplement the Disclosure Schedules being delivered herewith shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, for purposes of Sections 6.2(a), 6.3(a), 7.1(a)(i), 7.1(b)(i), 8.1(d) and 8.1(e), the representations and warranties of the parties shall be made with reference to the Disclosure Schedules as they exist at the time of execution of this Agreement, subject to such anticipated changes as are set forth in Schedule 4.1 or otherwise expressly contemplated by this Agreement or that are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of Quartet, Holdco, Merger SubGGAC, the Company and the Stockholders Sellers will provide the others with prompt written notice of any event, development or condition that (a) would cause any of such party’s representations and warranties to become untrue or misleading or which may affect its ability to consummate the transactions contemplated by this Agreement, (b) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement, (c) gives such party any reason to believe that any of the conditions set forth in Article VI will not be satisfied, (d) is of a nature that is or may be materially adverse to the operations or condition (financial or otherwise) of the Company, or (e) would require any amendment or supplement to the Proxy Statement/Prospectus. The parties shall have the obligation to supplement or amend the Company Schedules and Quartet GGAC Schedules (the “Disclosure Schedules”) being delivered concurrently with the execution of this Agreement with respect to any material matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules. The obligations of the parties to amend or supplement the Disclosure Schedules being delivered herewith shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, for purposes of Sections 6.2(a), 6.3(a), 7.1(a)(i), 8.1(d) and 8.1(e), the representations and warranties of the parties shall be made with reference to the Disclosure Schedules as they exist at the time of execution of this Agreement, subject to adjustments by the Company to Schedule 1.1(c) and Schedule 1.6(c)(iv) as necessary to account for adjustments to the Purchase Consideration pursuant to Section 1.1(a) and such anticipated changes as are set forth in Schedule 4.1 or otherwise expressly contemplated by this Agreement or that are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of QuartetParent, HoldcoNoble, Merger Sub, and the Company and the Stockholders will provide the others other with prompt written notice of any event, development or condition that (a) would cause any of such party’s representations and warranties to become untrue or misleading or which may affect its ability to consummate the transactions contemplated by this Agreement, (b) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement, (c) gives such party any reason to believe that any of the conditions set forth in Article VI VII will not be satisfied, (d) is of a nature that is or may be materially adverse to the operations operations, prospects or condition (financial or otherwise) of the Surviving Company, or (e) would require any amendment or supplement to the Proxy Statement/Prospectus. The parties shall have the obligation to supplement or amend the Company Schedules Schedules, Noble Schedules, and Quartet Parent Schedules (the “Disclosure Schedules”) being delivered concurrently with the execution of this Agreement with respect to any material matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules. The obligations of the parties to amend or supplement the Disclosure Schedules being delivered herewith shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, for purposes of Sections 6.2(a7.2(a), 6.3(a7.3(a), 7.1(a)(i), 8.1(d9.1(d) and 8.1(e9.1(e), the representations and warranties of the parties shall be made with reference to the Disclosure Schedules as they exist at the time of execution of this Agreement, subject to such anticipated changes as are set forth in Schedule 4.1 5.1 or otherwise expressly contemplated by this Agreement or that are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of Quartet, Holdco, Merger SubParent, the Company and the Stockholders each Signing Stockholder will provide the others with prompt written notice of any event, development or condition that (a) would cause any of such party’s 's representations and warranties to become untrue or misleading or which may affect its ability to consummate the transactions contemplated by this Agreement, (b) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement, (c) gives such party any reason to believe that any of the conditions set forth in Article VI will not be satisfied, (d) is of a nature that is or may be materially adverse to the operations operations, prospects or condition (financial or otherwise) of the Company, or (e) would require any amendment or supplement to the Proxy Statement/Prospectus. The parties shall have the obligation to supplement or amend the Company Schedules and Quartet Parent Schedules (the “"Disclosure Schedules”") being delivered concurrently with the execution of this Agreement and annexed hereto with respect to any material matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules. The obligations of the parties to amend or supplement the Disclosure Schedules being delivered herewith shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, for purposes of Sections 6.2(a), 6.3(a), 7.1(a)(i), 8.1(d) and 8.1(e), the representations and warranties of the parties shall be made with reference to the Disclosure Schedules as they exist at the time of execution of this Agreement, subject to such anticipated changes as are set forth in Schedule 4.1 or otherwise expressly contemplated by this Agreement or that which are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of Quartet, Holdco, Merger SubParent, the Company and the Stockholders each Signing Shareholder, severally and not jointly, will provide the others with prompt written notice of any event, development or condition that (a) would cause any of such party’s representations and warranties to become untrue or misleading or which may affect its ability to consummate the transactions contemplated by this Agreement, (b) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement, (c) gives such party any reason to believe that any of the conditions set forth in Article VI will not be satisfied, (d) is of a nature that is or may be materially adverse to the operations operations, prospects or condition (financial or otherwise) of the Company, or (e) would require any amendment or supplement to the Proxy Statement/Prospectus. The parties shall have the obligation to supplement or amend the Company Schedules Schedule and Quartet Schedules Parent Schedule (the “Disclosure Schedules”) being delivered 45 concurrently with the execution of this Agreement and annexed hereto with respect to any material matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules. The obligations of the parties to amend or supplement the Disclosure Schedules being delivered herewith shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, for purposes of Sections 6.2(a), 6.3(a), 7.1(a)(i), 8.1(d) and 8.1(e), the representations and warranties of the parties shall be made with reference to the Disclosure Schedules as they exist at the time of execution of this Agreement, subject to such anticipated changes as are set forth in Schedule 4.1 or otherwise expressly contemplated by this Agreement or that which are set forth in the Disclosure Schedules as they exist on the date of this Agreement. The delivery of any notice pursuant to this Section 5.14 shall not be presumed to constitute an acknowledgment or admission of a breach of this Agreement.

Disclosure of Certain Matters. (a) Each of Quartet, Holdco, Merger SubParent, the Company and the Stockholders Stockholder will provide the others with prompt written notice of any event, development or condition that (a) would cause any of such party’s representations and warranties to become untrue or misleading or which may affect its ability to consummate the transactions contemplated by this Agreement, (b) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement, (c) gives such party any reason to believe that any of the conditions set forth in Article VI will not be satisfied, (d) is of a nature that is or may be materially adverse to the operations operations, prospects or condition (financial or otherwise) of the Company, or (e) would require any amendment or supplement to the Proxy Statement/Prospectus. The parties shall have the obligation to supplement or amend the Company Schedules and Quartet Parent Schedules (the “Disclosure Schedules”) being delivered concurrently with the execution of this Agreement and annexed hereto with respect to any material matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules. The obligations of the parties to amend or supplement the Disclosure Schedules being delivered herewith shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, for purposes of Sections 6.2(a), 6.3(a), 7.1(a)(i), 8.1(d) and 8.1(e), the representations and warranties of the parties shall be made with reference to the Disclosure Schedules as they exist at the time of execution of this Agreement, subject to such anticipated changes as are set forth in Schedule 4.1 or otherwise expressly contemplated by this Agreement or that which are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of QuartetDuring the period from the date hereof through the Closing Date, Holdco, Merger Subexcept as prohibited by law, the Company Stockholders, on the one hand, and LTFS, on the Stockholders will provide other hand, shall give the others with other prompt written notice of any event, event or development or condition known to such Party that (a) would cause any of such party’s representations and warranties to become untrue or misleading or which may affect its ability to consummate the transactions contemplated by this Agreement, (b) had it existed or been known on the date hereof would have been required to be disclosed by it under this Agreement, (b) would cause any of its representations and warranties contained herein to be inaccurate or otherwise misleading, (c) gives such party any reason could reasonably be expected to believe that result in any of the conditions to LTFS’ obligations (in the case of the Stockholders), or the Stockholders’ and the Companies’ obligations (in the case of LTFS), set forth in Article VI will V not be satisfied, being satisfied or (d) is of constitutes a nature that is or may be materially adverse to Material Adverse Effect on the operations or condition Companies (financial or otherwise) in the case of the CompanyStockholders) or the LTFS Companies (in the case of LTFS), or (e) would require any amendment or supplement to the Proxy Statement/Prospectusin each case, taken as a whole. The parties Party preparing and delivering a Disclosure Schedule shall have the obligation to supplement or amend the Company Schedules and Quartet Schedules (the “such Disclosure Schedules”) being delivered concurrently with the execution of this Agreement Schedule with respect to any material matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the such Disclosure SchedulesSchedule. The obligations of the parties each Party to amend or supplement the its respective Disclosure Schedules being delivered herewith Schedule shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, for purposes of Sections 6.2(a5.2(a), 6.3(a5.3(a), 7.1(a)(i)6.1, 8.1(d6.2, 7.1(c) and 8.1(e7.1(d), the representations and warranties of the parties Parties shall be made with reference to the Disclosure Schedules as they exist at the time of execution of this Agreement, subject to such anticipated changes as are set forth in Section 4.6, Schedule 4.1 4.1, Schedule 4.6 or otherwise expressly contemplated by this Agreement or that are set forth in any of the Disclosure Schedules as they exist on the date of this AgreementTransaction Documents.

Disclosure of Certain Matters. Each of Quartet, Holdco, Merger SubParent, the Company and the Stockholders each Signing Stockholder will provide the others with prompt written notice of any event, development or condition that (a) would cause any of such party’s representations and warranties to become untrue or misleading or which may affect its ability to consummate the transactions contemplated by this Agreement, (b) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement, (c) gives such party any reason to believe that any of the conditions set forth in Article VI will not be satisfied, (d) is of a nature that is or may be materially adverse to the operations operations, prospects or condition (financial or otherwise) of the Company, or (e) would require any amendment or supplement to the Proxy Statement/Prospectus. The parties shall have the obligation to supplement or amend the Company Schedules and Quartet Parent Schedules (the “‘‘Disclosure Schedules”’’) being delivered concurrently with the execution of this Agreement and annexed hereto with respect to any material matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules. The obligations of the parties to amend or supplement the Disclosure Schedules being delivered herewith shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, for purposes of Sections 6.2(a), 6.3(a), 7.1(a)(i), 8.1(d) and 8.1(e), the representations and warranties of the parties shall be made with reference to the Disclosure Schedules as they exist at the time of execution of this Agreement, subject to such anticipated changes as are set forth in Schedule 4.1 or otherwise expressly contemplated by this Agreement or that which are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of QuartetAscend, Holdco, Merger Sub, the Company Kitara Media and the Stockholders NYPG will provide the others other parties with prompt written notice of any event, development or condition that (a) would cause any of such party’s representations and warranties to become untrue or misleading or which may affect its ability to consummate the transactions contemplated by this Agreement, (b) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement, (c) gives rise to the reasonable expectation by such party any reason to believe that any of the conditions set forth in Article VI VII will not be satisfied, satisfied or (d) is of a nature that is or may be materially adverse to the operations operations, prospects or condition (financial or otherwise) of the CompanyKitara Media, NYPG or (e) would require any amendment or supplement to the Proxy Statement/ProspectusAscend. The parties shall have the obligation to supplement or amend the Company Kitara Media Schedules, NYPG Schedules and Quartet Ascend Schedules (the “Disclosure Schedules”) being delivered concurrently with the execution of this Agreement with respect to any material matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules. The obligations of the parties to amend or supplement the Disclosure Schedules being delivered herewith shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, for purposes of Sections 6.2(a8.1(a)(i), 6.3(a8.2(a)(i), 7.1(a)(i), 8.1(d9.1(d) and 8.1(e9.1(e), the representations and warranties of the parties shall be made with reference to the Disclosure Schedules as they exist at the time of execution of this Agreement, subject to such anticipated changes as are set forth in Schedule 4.1 5.1 or otherwise expressly contemplated by this Agreement or that are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of Quartet, Holdco, Merger Sub, Parent and the Company and the Stockholders will provide the others other with prompt written notice of any event, development or condition that (a) would cause any of such party’s 's representations and warranties to become untrue or misleading or which may affect its ability to consummate the transactions contemplated by this Agreement, (b) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement, (c) gives such party any reason to believe that any of the conditions set forth in Article VI will not be satisfied, (d) is of a nature that is or may be materially adverse to the operations operations, prospects or condition (financial or otherwise) of Parent or the Company, Company or (e) would require any amendment or supplement to the Proxy Statement/Prospectus. The parties shall have the right and obligation to supplement or amend the Company Schedules Disclosure Schedule and Quartet Schedules Parent Disclosure Schedule (the “Disclosure Schedules”"DISCLOSURE SCHEDULES") being delivered concurrently with the execution of pursuant to this Agreement with respect to any material matter hereafter arising or discovered after delivery thereof which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules; provided, however, that any such amendment subsequent to the date hereof be approved by the Company (in the case of any amendments to the Parent Disclosure Schedule) or Parent (in the case of any amendments to the Company Disclosure Schedule), other than such amendments provided in connection with Permitted Acquisitions, Permitted Financings or Indebtedness permitted pursuant to Section 4.1(j). Notwithstanding anything to the contrary herein, the parties hereby agree that the Company shall deliver to Parent the updated Disclosure Schedules dated as of the Closing relating to Sections 2.3(a), 2.3(b), 2.3(c), 2.8, and 2.13 (the "BRING-DOWN SCHEDULES"). The obligations of the parties to amend or supplement the Disclosure Schedules being delivered herewith shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, for purposes of Sections 6.2(a), 6.3(a), 7.1(a)(i), 8.1(d) and 8.1(e), the representations and warranties of the parties shall be made with reference to the Disclosure Schedules as they exist at the time of execution of this Agreement, subject to such anticipated changes as are set forth in Schedule 4.1 or otherwise expressly contemplated by this Agreement or that are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of Quartet, Holdco, Merger Sub, Parent and the Company and the Stockholders will provide the others other with prompt written notice of any event, development or condition that (a) would cause any of such party’s representations and warranties to become untrue or misleading or which may affect its ability to consummate the transactions contemplated by this Agreement, (b) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement, (c) gives such party any reason to believe that any of the conditions set forth in Article VI will not be satisfied, (d) is of a nature that is or may be materially adverse to the operations operations, prospects or condition (financial or otherwise) of Parent or the Company, or (e) would require any amendment or supplement to the Proxy Statement/Prospectus. The parties shall have the obligation to supplement or amend the Company Schedules and Quartet Parent Schedules (the “Disclosure Schedules”) being delivered concurrently with the execution of this Agreement and annexed hereto with respect to any material matter hereafter arising or discovered after delivery hereof which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules. The obligations of the parties to amend or supplement the Disclosure Schedules being delivered herewith shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, for purposes of Sections 6.2(a), 6.3(a), 7.1(a)(i), 8.1(d) and 8.1(e), the representations and warranties of the parties shall be made with reference to the Disclosure Schedules as they exist at the time of execution of this Agreement, subject to such anticipated changes as are set forth in Schedule 4.1 or otherwise expressly contemplated by this Agreement or that which are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. (a) Each of Quartet, Holdco, Merger SubParent, the Company and the Stockholders Stockholder will provide the others with prompt written notice of any event, development or condition that (a) would cause any of such party’s representations and warranties to become untrue or misleading or which may affect its ability to consummate the transactions contemplated by this Agreement, (b) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement, (c) gives such party any reason to believe that any of the conditions set forth in Article VI will not be satisfied, (d) is of a nature that is or may be materially adverse to the operations operations, prospects or condition (financial or otherwise) of the Company, or (e) would require any amendment or supplement to the Proxy Statement/Prospectus. The parties shall have the obligation to supplement or amend the Company Schedules and Quartet Parent Schedules (the “Disclosure Schedules”) being delivered concurrently with the execution of this Agreement and annexed hereto with respect to any material matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules. The obligations of the parties to amend or supplement the Disclosure Schedules being delivered herewith shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, for purposes of Sections 6.2(a), 6.3(a), 7.1(a)(i), 8.1(d) and 8.1(e), the representations and warranties of the parties shall be deemed made as of the date of the December 2006 Agreement with reference to the Disclosure Schedules as they exist existed at the time of execution of the December 2006 Agreement, other than the Amended Schedules, which shall speak as of the date of this Agreement, subject to such anticipated changes as are set forth in Schedule 4.1 or otherwise expressly contemplated by this Agreement or that which are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of Quartet, Holdco, Merger Sub, the Company Purchaser and the Stockholders Seller will provide the others other with prompt written notice of any event, development or condition that (a) would cause any of such party’s 's representations and warranties to become untrue or misleading or which may affect its ability to consummate the transactions contemplated by this Agreement, (b) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement, (c) gives such party any reason to believe that any of the conditions set forth in Article VI will not be satisfied, (d) is of a nature that is or may be materially adverse to the operations operations, prospects or condition (financial or otherwise) of the Companyit, or (e) would require any amendment or supplement to the Proxy Statement/Prospectus. The parties shall have the obligation to supplement or amend the Company Seller Schedules and Quartet Purchaser Schedules (the “"Disclosure Schedules”") being delivered concurrently with the execution of this Agreement and annexed hereto with respect to any material matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules. The obligations of the parties to amend or supplement the Disclosure Schedules being delivered herewith shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, except as set forth in the following sentence, for purposes of Sections 6.2(a), 6.3(a), 7.1(a)(i), 8.1(d) and 8.1(e), the representations and warranties of the parties shall be made with reference to the Disclosure Schedules as they exist at the time of execution of this Agreement, subject to such anticipated changes as are set forth in Schedule 4.1 or otherwise expressly contemplated by this Agreement or that are set forth in the Disclosure Schedules as they exist on the date of this Agreement. It is understood and agreed that in no event shall any party (i) be relieved of its obligation to close as a result of a failure to comply with the conditions set forth in Sections 6.2(a) or 6.3(a) of this Agreement or (ii) be permitted to terminate this Agreement pursuant to Sections 8.1(d) or 8.1(e), as a result of any matter disclosed pursuant to any such amendment or supplement unless the matters so disclosed, either individually or in the aggregate, result or are reasonably likely to result in a Material Adverse Effect with respect to it or the other party.

Disclosure of Certain Matters. Each of Quartet, Holdco, Merger Subthe Purchaser, the Company and the Stockholders each Seller will provide the others with prompt written notice of any event, development or condition that (a) would cause any of such party’s representations and warranties to become untrue or misleading or which may affect its ability to consummate the transactions contemplated by this Agreement, (b) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement, (c) gives such party any reason to believe that any of the conditions set forth in Article VI will not be satisfied, (d) is of a nature that is or may would be materially adverse reasonably likely to the operations or condition (financial or otherwise) of have a Material Adverse Effect on the Company, or (e) would require any amendment or supplement to the Proxy Statement/Prospectus. The parties shall have the obligation to supplement or amend the Company Schedules and Quartet the Purchaser Schedules (the “Disclosure Schedules”) being delivered concurrently with the execution of this Agreement and annexed hereto with respect to any material matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules. The obligations of the parties to amend or supplement the Disclosure Schedules being delivered herewith shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, for purposes of Sections 6.2(a), 6.3(a), 7.1(a)(i), 8.1(d) and 8.1(e), the representations and warranties of the parties shall be made with reference to the Disclosure Schedules as they exist at the time of execution of this Agreement, subject to such anticipated changes as are set forth in Schedule 4.1 or otherwise expressly contemplated by this Agreement or that which are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of QuartetCambridge, Holdco, Merger Sub, the Company and the Stockholders will provide the others with prompt written notice of any event, development or condition that (ai) would cause any of such party’s representations and warranties to become untrue or misleading or which may affect its ability to consummate the transactions contemplated by this Agreement, (bii) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement, (ciii) gives such party any reason to believe that any of the conditions set forth in Article VI will not be satisfied, (div) is of a nature that is or may be materially adverse to the operations or condition (financial or otherwise) of the Company, or (ev) would require any amendment or supplement to the Proxy Statement/Prospectus. The parties shall have the obligation to supplement or amend the Company Schedules and Quartet Schedules Cambridge Schedules, as applicable (collectively, the “Disclosure Schedules”) ), being delivered concurrently with the execution of this Agreement with respect to any material matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules. The obligations of the parties to amend or supplement the Disclosure Schedules being delivered herewith shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, for purposes of Sections 6.2(a), 6.3(a), 7.1(a)(i), 8.1(d) and 8.1(e), the representations and warranties of the parties shall be made with reference to the Disclosure Schedules as they exist at the time of execution of this Agreement, subject to such anticipated changes as are set forth in Schedule 4.1, as are permitted by Section 4.1 or otherwise expressly contemplated by this Agreement or that are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of Quartet, Holdco, Merger SubParent, the Company and the Stockholders Stockholder will provide the others with prompt written notice of any event, development or condition that (a) would cause any of such party’s representations and warranties to become untrue or misleading or which may affect its ability to consummate the transactions contemplated by this Agreement, (b) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement, (c) gives such any party any reason to believe that any of the conditions set forth in Article VI will not be satisfied, (d) is of a nature that is or may be materially adverse to the operations operations, or financial condition (financial or otherwise) of the Company, or (e) would require any amendment or supplement to the Proxy Statement/ProspectusInformation Statement. The parties shall have the obligation to supplement or amend the Company Schedules and Quartet Parent Schedules (the “Disclosure Schedules”) being delivered concurrently with the execution of this Agreement with respect to any material matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules. The obligations of the parties to amend or supplement the Disclosure Schedules being delivered herewith shall terminate on be fulfilled (a) promptly upon occurrence or discovery with respect to any material matter and (b) not later than ten (10) days prior to the Closing Date for all other matters or promptly upon occurrence or discovery for any other matter occurring or discovered less than ten (10) days prior to the Closing Date. Notwithstanding any such amendment or supplementation, for purposes of Sections 6.2(a), 6.3(a), 7.1(a)(i), 8.1(d) and 8.1(e), the representations and warranties of the parties shall be made with reference to the Disclosure Schedules as they exist at the time of execution of this Agreement, subject to such anticipated changes as are set forth in Schedule 4.1 or otherwise expressly contemplated by this Agreement or that are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of Quartet, Holdco, Merger SubSellers, the Company Companies and the Stockholders LTFS will provide the others with prompt written notice of any event, development or condition that (a) would cause any of such partyParty’s representations and warranties to become untrue or misleading or which may affect its ability to consummate the transactions contemplated by this Agreement, (b) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement, (c) gives such party Party any reason to believe that any of the conditions set forth in Article VI ARTICLE VII will not be satisfied, satisfied or (d) is of a nature that is would be reasonably likely to have a Material Adverse Effect on the Companies or LTFS, as the case may be materially adverse to be. Seller and the operations or condition (financial or otherwise) of the Company, or (e) would require any amendment or supplement to the Proxy Statement/Prospectus. The parties Companies shall have the obligation to amend or supplement or amend the Company Schedules and Quartet Schedules (the “Disclosure Schedules”) Letter being delivered concurrently with the execution of this Agreement with respect to any material matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules. The obligations of the parties to amend or supplement the Disclosure Schedules being delivered herewith shall terminate on the Closing DateLetter. Notwithstanding any such amendment or supplementation, for purposes of Sections 6.2(a7.2(a), 6.3(a7.3(a), 7.1(a)(i), 8.1(d9.1(c) and 8.1(e9.1(d), the representations and warranties of the parties Companies and Sellers shall be made with reference to the Disclosure Schedules Letter as they exist it existed at the time of execution of this Agreement, subject to such anticipated changes as are set forth in Schedule 4.1 or otherwise expressly contemplated by this Agreement or that which are set forth in the Disclosure Schedules Letter as they exist on the date of this Agreement; provided, however, if the disclosure or modification of the Disclosure Letter would entitle LTFS to terminate this Agreement pursuant to Article IX hereof, then unless LTFS exercises such termination right within thirty (30) days following receipt of such notice, the remedy of termination shall be deemed to have been waived with respect to such disclosure or modification; and provided further, however, that such waiver shall in no way impair any other remedy LTFS may have with respect to such disclosure or modification.

Disclosure of Certain Matters. Each of Quartet, Holdco, Merger Sub, Parent and the Company and the Stockholders will provide the others other with prompt written notice of any event, development or condition that (a) would cause any of such party’s representations and warranties to become untrue or misleading or which may affect its ability to consummate the transactions contemplated by this Agreement, (b) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement, (c) gives such party any reason to believe that any of the conditions set forth in Article VI will not be satisfied, (d) is of a nature that is or may be materially adverse to the operations operations, prospects or condition (financial or otherwise) of Parent or the Company, or (e) would require any amendment or supplement to the Proxy Statement/Prospectus. The parties shall have the right and obligation to supplement or amend the Company Schedules Schedule and Quartet Schedules Parent Schedule (the “Disclosure Schedules”) being delivered concurrently with the execution of pursuant to this Agreement with respect to any material matter hereafter arising or discovered after delivery thereof which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules. The obligations of the parties to amend or supplement the Disclosure Schedules being delivered herewith shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, for purposes of Sections 6.2(a2.2(a) and 2.3(a), 6.3(a), 7.1(a)(i), 8.1(d) and 8.1(e3.1(c), the representations and warranties of the parties shall be made with reference to the Disclosure Schedules as they exist at the time of execution delivery of this Agreementthe Disclosure Schedules in accordance with Section 5.23, subject to such anticipated changes as are set forth in Schedule 4.1 or otherwise expressly contemplated by this Agreement or that which are set forth in the Disclosure Schedules as they exist on the date of this Agreementdelivery thereof in accordance with Section 5.23.

Disclosure of Certain Matters. Each of Quartet, Holdco, Merger SubDelcorp, the Company and each of the Stockholders Signing Shareholders will provide the others with prompt written notice of any event, development or condition that (a) would cause any of such party’s representations and warranties to become untrue or misleading or which may affect its ability to consummate the transactions contemplated by this Agreement, (b) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement, (c) gives such party any reason to believe that any of the conditions set forth in Article VI will not be satisfied, (d) is of a nature that is or may be materially adverse to the operations operations, prospects or condition (financial or otherwise) of the Company, or (e) would require any amendment or supplement to the Proxy Statement/Prospectus. The parties shall have the obligation to supplement or amend the Company Schedules and Quartet Delcorp Schedules (the “Disclosure Schedules”) being delivered concurrently with the execution of this Agreement with respect to any material matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules. The obligations of the parties to amend or supplement the Disclosure Schedules being delivered herewith shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, for purposes of Sections 6.2(a), 6.3(a), 7.1(a)(i), 8.1(d) and 8.1(e), the representations and warranties of the parties shall be made with reference to the Disclosure Schedules as they exist at the time of execution of this Agreement, subject to such anticipated changes as are set forth in Schedule 4.1 or otherwise expressly contemplated by this Agreement or that are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of Quartet, HoldcoHarmony, Merger Sub, the Company and the Stockholders Shareholders will provide the others with prompt written notice of any event, development or condition that (a) would cause any of such party’s representations and warranties to become untrue or misleading or which may affect its ability to consummate the transactions contemplated by this Agreement, (b) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement, (c) gives such party any reason to believe that any of the conditions set forth in Article VI will not be satisfied, (d) is of a nature that is or may be materially adverse to the operations or condition (financial or otherwise) of the Company, or (e) would require any amendment or supplement to the Proxy Statement/Prospectus. The parties shall have the obligation to supplement or amend the Company Schedules and Quartet Harmony Schedules (the “Disclosure Schedules”) being delivered concurrently with the execution of this Agreement with respect to any material matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules. The obligations of the parties to amend or supplement the Disclosure Schedules being delivered herewith shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, for purposes of Sections 6.2(a), 6.3(a), 7.1(a)(i), 8.1(d) and 8.1(e), the representations and warranties of the parties shall be made with reference to the Disclosure Schedules as they exist at the time of execution of this Agreement, subject to such anticipated changes as are set forth in Schedule 4.1 or otherwise expressly contemplated by this Agreement or that are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of Quartet, Holdco, Merger Sub, the Company KBL and the Stockholders PRWT will provide the others other with prompt written notice of any event, development or condition that (a) would cause any of such party’s representations and warranties to become untrue or misleading or which may affect its ability to consummate the transactions contemplated by this Agreement, (b) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement, (c) gives such party any reason to believe that any of the conditions set forth in Article VI will not be satisfied, (d) is of a nature that is or may be materially adverse to the operations operations, prospects or condition (financial or otherwise) of the CompanyPRWT, or (e) would require any amendment or supplement to the Proxy Statement/Prospectus. The parties shall have the obligation to supplement or amend the Company PRWT Schedules and Quartet KBL Schedules (the “Disclosure Schedules”) being delivered concurrently with the execution of this Agreement with respect to any material matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules. The obligations of the parties to amend or supplement the Disclosure Schedules being delivered herewith shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, for purposes of Sections 6.2(a), 6.3(a), 7.1(a)(i), 8.1(d) and 8.1(e), the representations and warranties of the parties shall be made with reference to the Disclosure Schedules as they exist at the time of execution of this Agreement, subject to such anticipated changes as are set forth in Schedule 4.1 or otherwise expressly contemplated by this Agreement or that are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of QuartetDuring the Interim Period, Holdco, Merger Sub, the Company and the Stockholders each party will provide the others other parties with prompt written notice of any event, development or condition that (a) would cause any of such party’s representations and warranties to become untrue or misleading or which may affect its ability to consummate the transactions contemplated by this Agreementin any material respect, (b) had it existed would constitute a material breach of such party’s covenants or been known on the date hereof would have been required to be disclosed under agreements contained in this Agreement, (c) gives would result in a Material Adverse Effect on such party any reason to believe that any of the conditions set forth in Article VI will not be satisfied, and its Subsidiaries taken as a whole or (d) is of a nature that is or may be materially adverse to the operations or condition (financial or otherwise) of the Company, or (e) would require any amendment or supplement to the Proxy Statement/Prospectus. The parties shall have the obligation to supplement or amend the Company Schedules and Quartet Parent Schedules (the “Disclosure Schedules”) being delivered concurrently with the execution of this Agreement with respect to any material matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules. The obligations of the parties to amend or supplement the Disclosure Schedules being delivered herewith shall terminate on be fulfilled (a) promptly upon occurrence or discovery with respect to any material matter and (b) not later than five (5) days prior to the Closing Date for all other matters or promptly upon occurrence or discovery for any other matter occurring or discovered less than five (5) days prior to the Closing Date. Notwithstanding any such amendment or supplementation, for purposes of Sections 6.2(a), 6.3(a), 7.1(a)(i7.1(a), 7.1(b), 8.1(d) and 8.1(e), the representations and warranties of the parties shall be made with reference to the Disclosure Schedules as they exist at the time of execution of this Agreement, subject to such anticipated changes as are set forth in Schedule 4.1 or otherwise expressly contemplated or permitted by this Agreement or that are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of Quartet, Holdco, Merger Sub, the Company Ascend and the Stockholders Andover Games will provide the others other with prompt written notice of any event, development or condition that (a) would cause any of such party’s representations and warranties to become untrue or misleading or which may affect its ability to consummate the transactions contemplated by this Agreement, (b) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement, (c) gives rise to the reasonable expectation by such party any reason to believe that any of the conditions set forth in Article VI will not be satisfied, (d) is of a nature that is or may be materially adverse to the operations operations, prospects or condition (financial or otherwise) of the CompanyAndover Games or Ascend, or (e) would require any amendment or supplement to the Proxy Statement/ProspectusSchedule 14f. The parties shall have the obligation to supplement or amend the Company Andover Games Schedules and Quartet Ascend Schedules (the “Disclosure Schedules”) being delivered concurrently with the execution of this Agreement with respect to any material matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules. The obligations of the parties to amend or supplement the Disclosure Schedules being delivered herewith shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, for purposes of Sections 6.2(a), 6.3(a), 7.1(a)(i), 8.1(d) and 8.1(e), the representations and warranties of the parties shall be made with reference to the Disclosure Schedules as they exist at the time of execution of this Agreement, subject to such anticipated changes as are set forth in Schedule 4.1 or otherwise expressly contemplated by this Agreement or that are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of Quartet, Holdco, Merger Sub, Buyer and the Company and the Stockholders will provide the others other with prompt written notice of any event, development or condition that (a) would cause any of such party’s representations and warranties to become untrue or misleading or which may affect its ability to consummate the transactions contemplated by this Agreement, (b) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement, (c) gives such party any reason to believe that any of the conditions set forth in Article VI will not be satisfied, (d) is of a nature that is or may be materially adverse to the operations operations, prospects or condition (financial or otherwise) of Buyer, the Company, or the Parallel Target, or (e) would require any amendment or supplement to the Proxy Statement/Prospectus. The parties shall have the obligation to supplement or amend the Company Schedules and Quartet Buyer Schedules (the “Disclosure Schedules”) being delivered concurrently with the execution of this Agreement and annexed hereto, and to provide additional Disclosure Schedules, with respect to any material matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the a Disclosure SchedulesSchedule. The obligations of the parties to amend or supplement the Disclosure Schedules being delivered herewith and to provide any additional Disclosure Schedules shall terminate on the Closing Date. Notwithstanding any such amendment amendment, supplementation, or supplementationaddition, for purposes of Sections 6.2(a), 6.3(a), 7.1(a)(i), 8.1(d) and 8.1(e), the representations and warranties of the parties shall be made with reference to the Disclosure Schedules as they exist at the time of execution of this Agreement, subject to such anticipated changes as are set forth in Schedule 4.1 or otherwise expressly contemplated by this Agreement or that which are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of QuartetDuring the Interim Period, Holdco, Merger Sub, the Company and the Stockholders each party will provide the others other parties with prompt written notice of any event, development or condition that (a) in the case of Naked, would cause any of such party’s representations and warranties to become untrue or misleading in any material respect or, in the case of Holdco, Bendon or which may affect Merger Sub, would cause such party’s representations and warranties to become untrue or misleading in any material respect or would constitute a substantial change its ability to consummate business as conducted as of the transactions contemplated by this Agreementdate hereof, (b) had it existed would constitute a material breach of such party’s covenants or been known on the date hereof would have been required to be disclosed under agreements contained in this Agreement, (c) gives would result in a Material Adverse Effect on such party any reason to believe that any of the conditions set forth in Article VI will not be satisfied, and its Subsidiaries taken as a whole or (d) is of a nature that is or may be materially adverse to the operations or condition (financial or otherwise) of the Company, or (e) would require any amendment or supplement to the Proxy Statement/Prospectus. The parties shall have the obligation to supplement or amend the Company Bendon Schedules and Quartet Naked Schedules (the “Disclosure Schedules”) being delivered concurrently with the execution of this Agreement with respect to any material matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules. The obligations of the parties to amend or supplement the Disclosure Schedules being delivered herewith shall terminate on be fulfilled (a) promptly upon occurrence or discovery with respect to any material matter and (b) not later than five (5) days prior to the Closing Date for all other matters, or promptly upon occurrence or discovery for any other matter occurring or discovered less than five (5) days prior to the Closing Date. Notwithstanding any such amendment or supplementation, for purposes of Sections 6.2(a), 6.3(a), 7.1(a)(i), 8.1(d7.1(c) and 8.1(e7.1(d)(i), the representations and warranties of the parties shall be made with reference to the Disclosure Schedules as they exist at the time of execution of this Agreement, subject to such anticipated changes as are set forth in Schedule 4.1 or Schedule 4.2 hereto or otherwise expressly contemplated or permitted by this Agreement or that are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of Quartet, Holdco, Merger Sub, the The Company and the Stockholders will provide the others Parent with prompt written notice of any event, development or condition that (a) would cause any of such partythe Company’s or the Stockholders’ representations and warranties to become untrue or misleading or which may affect its their ability to consummate the transactions contemplated by this Agreement, (b) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement, (c) gives such party any reason to believe that any of the conditions set forth in Article VI VII will not be satisfied, (d) is of a nature that is or may be materially adverse to the operations operations, prospects or condition (financial or otherwise) of the Company, or (e) would require any amendment or supplement to the Proxy Statement/Prospectus. The parties Company and the Stockholders shall have the obligation to supplement or amend the Company Schedules and Quartet Schedules (the “Disclosure Schedules”) Schedule being delivered concurrently with the execution of this Agreement and annexed hereto with respect to any material matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Company Disclosure SchedulesSchedule. The obligations of the parties to amend or supplement the Company Disclosure Schedules Schedule being delivered herewith shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, for purposes of Sections 6.2(a8.02(a), 6.3(a)9.02, 7.1(a)(i), 8.1(d9.03(a)(i) and 8.1(e10.01(d), the representations and warranties of the parties Company and the Stockholders shall be made with reference to the Company Disclosure Schedules Schedule as they exist it exists at the time of execution of this Agreement, subject to such anticipated changes as are set forth in Schedule 4.1 or this Agreement, otherwise expressly contemplated by this Agreement or that which are set forth in the Company Disclosure Schedules Schedule as they exist it exists on the date of this Agreement.

Disclosure of Certain Matters. Each of Quartet, Holdco, Merger Sub, Parent and the Company and the Stockholders will provide the others other with prompt written notice of any event, development or condition that (a) would cause any of such party’s representations and warranties to become untrue or misleading or which may affect its ability to consummate the transactions contemplated by this Agreement, (b) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement, (c) gives such party any reason to believe that any of the conditions set forth in Article VI will not be satisfied, (d) is of a nature that is or may be materially adverse to the operations operations, prospects or condition (financial or otherwise) of Parent or the Company, Company or (e) would require any amendment or supplement to the Proxy Statement/Prospectus. The parties shall have the right and obligation to supplement or amend the Company Schedules Disclosure Schedule and Quartet Schedules Parent Disclosure Schedule (the “Disclosure Schedules”) being delivered concurrently with the execution of pursuant to this Agreement with respect to any material matter hereafter arising or discovered after delivery thereof which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules; provided, however, that any such amendment subsequent to the date hereof be approved by the Company (in the case of any amendments to the Parent Disclosure Schedule) or Parent (in the case of any amendments to the Company Disclosure Schedule), other than such amendments provided in connection with Permitted Acquisitions, Permitted Financings or Indebtedness permitted pursuant to Section 4.1(j). Notwithstanding anything to the contrary herein, the parties hereby agree that the Company shall deliver to Parent the updated Disclosure Schedules dated as of the Closing relating to Sections 2.3(a), 2.3(b), 2.3(c), 2.8, and 2.13 (the “Bring-Down Schedules”). The obligations of the parties to amend or supplement the Disclosure Schedules being delivered herewith shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, for purposes of Sections 6.2(a), 6.3(a), 7.1(a)(i), 8.1(d) and 8.1(e), the representations and warranties of the parties shall be made with reference to the Disclosure Schedules as they exist at the time of execution of this Agreement, subject to such anticipated changes as are set forth in Schedule 4.1 or otherwise expressly contemplated by this Agreement or that are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of Quartet, Holdco, Merger SubParent, the Company and and, but only with respect to the Stockholders matters referred to in Section 1.13, each Signing Stockholder, will provide the others with prompt written notice of any event, development or condition that (a) would cause any of such party’s 's representations and warranties to become untrue or misleading or which may affect its ability to consummate the transactions contemplated by this Agreement, (b) had it existed or been known on the date hereof would have been required to be disclosed under this Agreement, (c) gives such party any reason to believe that any of the conditions set forth in Article VI will not be satisfied, (d) is of a nature that is or may be materially adverse to the operations operations, prospects or condition (financial or otherwise) of the Company, or (e) would require any amendment or supplement to the Proxy Statement/Prospectus. The parties shall have the obligation to supplement or amend the Company Schedules and Quartet Parent Schedules (the “"Disclosure Schedules”") being delivered concurrently with the execution of this Agreement and annexed hereto with respect to any material matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules. The obligations of the parties to amend or supplement the Disclosure Schedules being delivered herewith shall terminate on the Closing Date. Notwithstanding any such amendment or supplementation, for purposes of Sections 6.2(a), 6.3(a), 7.1(a)(i), 8.1(d) and 8.1(e), the representations and warranties of the parties shall be made with reference to the Disclosure Schedules as they exist at the time of execution of this Agreement, subject to such anticipated changes as are set forth in Schedule 4.1 or otherwise expressly contemplated by this Agreement or that which are set forth in the Disclosure Schedules as they exist on the date of this Agreement.