Common use of Disclosure of Certain Matters Clause in Contracts

Disclosure of Certain Matters. Each of GSME, GSME Sub, Plastec and each of the Plastec 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 VII will not be satisfied, (d) is of a nature that would be reasonably likely to have a Material Adverse Effect on Plastec, or (e) would require any amendment or supplement to the Proxy Statement. The Parties shall have the obligation to supplement or amend the Plastec Schedule, the Plastec Shareholders Schedule and GSME Schedule (the “Disclosure Schedules”) being delivered concurrently with the execution of this Agreement and annexed hereto with respect to any 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 7.2(a), 7.3(a), 8.1(a)(i), 9.1(d) and 9.1(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 changes expressly contemplated by this Agreement or which are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of GSMEQuartet, GSME Holdco, Merger Sub, Plastec the Company and each of the Plastec Shareholders Stockholders 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 VII VI will not be satisfied, (d) is of a nature that would is or may be reasonably likely materially adverse to have a Material Adverse Effect on Plastecthe operations or condition (financial or otherwise) of the Company, 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 Plastec Schedule, the Plastec Shareholders Schedule Company Schedules and GSME Schedule Quartet 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 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 7.2(a6.2(a), 7.3(a6.3(a), 8.1(a)(i7.1(a)(i), 9.1(d8.1(d) and 9.1(e8.1(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 which that are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of GSMEParent, GSME Sub, Plastec the Company and each of the Plastec Shareholders Stockholder 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 any party any reason to believe that any of the conditions set forth in Article VII VI will not be satisfied, (d) is of a nature that would is or may be reasonably likely materially adverse to have a Material Adverse Effect on Plastecthe operations, or financial condition of the Company, or (e) would require any amendment or supplement to the Proxy Statement/Information Statement. The Parties parties shall have the obligation to supplement or amend the Plastec Schedule, the Plastec Shareholders Schedule Company Schedules and GSME Schedule Parent Schedules (the “Disclosure Schedules”) being delivered concurrently with the execution of this Agreement and annexed hereto with respect to any 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 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 7.2(a6.2(a), 7.3(a6.3(a), 8.1(a)(i), 9.1(d8.1(d) and 9.1(e8.1(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 which that are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of GSME, GSME Sub, Plastec Ascend and each of the Plastec Shareholders Andover Games will provide the others other 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 rise to the reasonable expectation by such Party any reason to believe party that any of the conditions set forth in Article VII VI will not be satisfied, (d) is of a nature that would is or may be reasonably likely materially adverse to have a Material Adverse Effect on Plastecthe operations, prospects or condition (financial or otherwise) of Andover Games or Ascend, or (e) would require any amendment or supplement to the Proxy StatementSchedule 14f. The Parties parties shall have the obligation to supplement or amend the Plastec Schedule, the Plastec Shareholders Schedule Andover Games Schedules and GSME Schedule Ascend Schedules (the “Disclosure Schedules”) being delivered concurrently with the execution of this Agreement and annexed hereto with respect to any 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 7.2(a7.1(a)(i), 7.3(a), 8.1(a)(i), 9.1(d8.1(d) and 9.1(e8.1(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 which that are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of GSME, GSME Sub, Plastec Buyer and each of the Plastec Shareholders Company will provide the others other 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 VII VI will not be satisfied, (d) is of a nature that would is or may be reasonably likely materially adverse to have a Material Adverse Effect on Plastecthe 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. The Parties parties shall have the obligation to supplement or amend the Plastec Schedule, the Plastec Shareholders Schedule Company Schedules and GSME Schedule Buyer Schedules (the “Disclosure Schedules”) being delivered concurrently with the execution of this Agreement and annexed hereto hereto, and to provide additional Disclosure Schedules, with respect to any 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 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 7.2(a6.2(a), 7.3(a6.3(a), 8.1(a)(i), 9.1(d8.1(d) and 9.1(e8.1(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 which are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of GSMEParent, GSME Sub, Plastec the Company and each of the Plastec Shareholders 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 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 of the Original Agreement 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 VII VI will not be satisfied, (d) is of a nature that would is or may be reasonably likely materially adverse to have a Material Adverse Effect on Plastecthe operations, prospects or condition (financial or otherwise) of the Company, or (e) would require any amendment or supplement to the Proxy Statement. The Parties parties shall have the obligation to supplement or amend the Plastec Schedule, the Plastec Shareholders Company Schedule and GSME Parent Schedule (the “Disclosure Schedules”) being delivered concurrently with the execution of this the Original Agreement and annexed hereto with respect to any 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 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 7.2(a6.2(a), 7.3(a6.3(a), 8.1(a)(i7.1(a)(i), 9.1(d8.1(d) and 9.1(e8.1(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 the Original Agreement, subject to such anticipated changes as are set forth in Schedule 4.1 or otherwise expressly contemplated by this Agreement or 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 GSME, GSME Sub, Plastec Parent and each of the Plastec Shareholders Company will provide the others other 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 VII VI will not be satisfied, (d) is of a nature that would is or may be reasonably likely materially adverse to have a Material Adverse Effect on Plastecthe operations, prospects or condition (financial or otherwise) of Parent or the Company, or (e) would require any amendment or supplement to the Proxy Statement. The Parties parties shall have the obligation to supplement or amend the Plastec Schedule, the Plastec Shareholders Schedule Company Schedules and GSME Schedule Parent Schedules (the “Disclosure Schedules”) being delivered concurrently with the execution of this Agreement and annexed hereto with respect to any 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 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 7.2(a6.2(a), 7.3(a6.3(a), 8.1(a)(i7.1(a)(i), 9.1(d8.1(d) and 9.1(e8.1(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 which are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. (a) Each of GSMEParent, GSME Sub, Plastec the Company and each of the Plastec Shareholders Stockholder 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 VII VI will not be satisfied, (d) is of a nature that would is or may be reasonably likely materially adverse to have a Material Adverse Effect on Plastecthe 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 parties shall have the obligation to supplement or amend the Plastec Schedule, the Plastec Shareholders Schedule Company Schedules and GSME Schedule Parent Schedules (the “Disclosure Schedules”) being delivered concurrently with the execution of this Agreement and annexed hereto with respect to any 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 7.2(a6.2(a), 7.3(a6.3(a), 8.1(a)(i7.1(a)(i), 9.1(d8.1(d) and 9.1(e8.1(e), the representations and warranties of the Parties 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 changes expressly contemplated by this Agreement or which are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of GSMEDelcorp, GSME Sub, Plastec the Company and each of the Plastec Signing 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 VII VI will not be satisfied, (d) is of a nature that would is or may be reasonably likely materially adverse to have a Material Adverse Effect on Plastecthe 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 parties shall have the obligation to supplement or amend the Plastec Schedule, the Plastec Shareholders Schedule Company Schedules and GSME Schedule Delcorp Schedules (the “Disclosure Schedules”) being delivered concurrently with the execution of this Agreement and annexed hereto with respect to any 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 7.2(a6.2(a), 7.3(a6.3(a), 8.1(a)(i7.1(a)(i), 9.1(d8.1(d) and 9.1(e8.1(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 which that are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of GSME, GSME Sub, Plastec The Company and each of the Plastec Shareholders 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 party any reason to believe that any of the conditions set forth in Article VII will not be satisfied, (d) is of a nature that would is or may be reasonably likely materially adverse to have a Material Adverse Effect on Plastecthe operations, prospects or condition (financial or otherwise) of the Company, or (e) would require any amendment or supplement to the Proxy Statement. The Parties Company and the Stockholders shall have the obligation to supplement or amend the Plastec Schedule, the Plastec Shareholders Company Disclosure Schedule and GSME Schedule (the “Disclosure Schedules”) being delivered concurrently with the execution of this Agreement and annexed hereto with respect to any 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 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 7.2(a8.02(a), 7.3(a)9.02, 8.1(a)(i), 9.1(d9.03(a)(i) and 9.1(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 this Agreement, otherwise expressly contemplated by this Agreement or 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 GSME, GSME Sub, Plastec Parent and each of the Plastec Shareholders Company will provide the others other 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 VII VI will not be satisfied, (d) is of a nature that would is or may be reasonably likely materially adverse to have a Material Adverse Effect on Plastecthe 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 parties shall have the right and obligation to supplement or amend the Plastec Schedule, the Plastec Shareholders Company Disclosure Schedule and GSME Parent Disclosure Schedule (the “Disclosure Schedules”) being delivered concurrently with the execution of pursuant to this Agreement and annexed hereto with respect to any 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 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 7.2(a), 7.3(a), 8.1(a)(i), 9.1(d) and 9.1(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 changes expressly contemplated by this Agreement or which are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of GSMEDuring the Interim Period, GSME Sub, Plastec and each of the Plastec Shareholders 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 Partyparty’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 such Party any reason to believe that any of the conditions set forth would result in Article VII will not be satisfied, (d) is of a nature that would be reasonably likely to have a Material Adverse Effect on Plastec, such party and its Subsidiaries taken as a whole or (ed) would require any amendment or supplement to the Proxy Statement/Prospectus. The Parties parties shall have the obligation to supplement or amend the Plastec Schedule, the Plastec Shareholders Schedule Bendon Schedules and GSME Schedule Naked Schedules (the “Disclosure Schedules”) being delivered concurrently with the execution of this Agreement and annexed hereto with respect to any 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 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 7.2(a6.2(a), 7.3(a6.3(a), 8.1(a)(i), 9.1(d7.1(c) and 9.1(e7.1(d)(i), 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 Schedule 4.2 hereto or otherwise expressly contemplated or permitted by this Agreement or which that are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of GSME, GSME Sub, Plastec Parent and each of the Plastec Shareholders Company will provide the others other with prompt written notice of any event, development or condition that (a) would cause any of such Party’s 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 party any reason to believe that any of the conditions set forth in Article VII VI will not be satisfied, (d) is of a nature that would is or may be reasonably likely materially adverse to have a Material Adverse Effect on Plastecthe 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 parties shall have the right and obligation to supplement or amend the Plastec Schedule, the Plastec Shareholders Company Disclosure Schedule and GSME Parent Disclosure Schedule (the “Disclosure Schedules”"DISCLOSURE SCHEDULES") being delivered concurrently with the execution of pursuant to this Agreement and annexed hereto with respect to any 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 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 7.2(a), 7.3(a), 8.1(a)(i), 9.1(d) and 9.1(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 changes expressly contemplated by this Agreement or which are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of GSMEParent, GSME Sub, Plastec the Company and each of the Plastec Shareholders 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 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 VII VI will not be satisfied, (d) is of a nature that would is or may be reasonably likely materially adverse to have a Material Adverse Effect on Plastecthe 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 parties shall have the obligation to supplement or amend the Plastec Schedule, the Plastec Shareholders Company Schedule and GSME Parent Schedule (the “Disclosure Schedules”) being delivered 45 concurrently with the execution of this Agreement and annexed hereto with respect to any 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 7.2(a6.2(a), 7.3(a6.3(a), 8.1(a)(i7.1(a)(i), 9.1(d8.1(d) and 9.1(e8.1(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 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. Each of GSME, GSME Sub, Plastec Parent and each of the Plastec Shareholders Company 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 Party’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 any reason to believe that any of the conditions set forth in Article VII will VI is likely not to be satisfied, (d) is of a nature that would be reasonably likely to have a Material Adverse Effect on Plastecsatisfied by the Outside Date, or (ed) would require any amendment or supplement to the Proxy Registration Statement. The Parties Each of Parent and the Company shall have the obligation to supplement or amend the Plastec Company Schedule and the Parent Schedule, the Plastec Shareholders Schedule and GSME Schedule as applicable (collectively, the “Disclosure Schedules”) ), being delivered concurrently with the execution of this Agreement and annexed hereto with respect to any 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 7.2(a6.2(a), 7.3(a6.3(a), 8.1(a)(i7.1(a)(i), 9.1(d7.1(b)(i), 8.1(d) and 9.1(e8.1(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 which that are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of GSME, GSME Sub, Plastec KBL and each of the Plastec Shareholders PRWT will provide the others other 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 VII VI will not be satisfied, (d) is of a nature that would is or may be reasonably likely materially adverse to have a Material Adverse Effect on Plastecthe operations, prospects or condition (financial or otherwise) of PRWT, 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 Plastec Schedule, the Plastec Shareholders Schedule PRWT Schedules and GSME Schedule KBL Schedules (the “Disclosure Schedules”) being delivered concurrently with the execution of this Agreement and annexed hereto with respect to any 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 7.2(a6.2(a), 7.3(a6.3(a), 8.1(a)(i7.1(a)(i), 9.1(d8.1(d) and 9.1(e8.1(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 which that are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of GSMEGGAC, GSME Sub, Plastec the Company and each of the Plastec Shareholders Sellers 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 any party reason to believe that any of the conditions set forth in Article VII VI will not be satisfied, (d) is of a nature that would is or may be reasonably likely materially adverse to have a Material Adverse Effect on Plastecthe operations or condition (financial or otherwise) of the Company, or (e) would require any amendment or supplement to the Proxy Statement. The Parties parties shall have the obligation to supplement or amend the Plastec Schedule, the Plastec Shareholders Schedule Company Schedules and GSME Schedule GGAC Schedules (the “Disclosure Schedules”) being delivered concurrently with the execution of this Agreement and annexed hereto with respect to any 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 7.2(a6.2(a), 7.3(a6.3(a), 8.1(a)(i7.1(a)(i), 9.1(d8.1(d) and 9.1(e8.1(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 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 which that are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of GSMEDuring the period from the date hereof through the Closing Date, GSME Subexcept as prohibited by law, Plastec the Stockholders, on the one hand, and each of LTFS, on the Plastec Shareholders 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 VII will V not be satisfied, being satisfied or (d) is of a nature that would be reasonably likely to have constitutes a Material Adverse Effect on Plastecthe Companies (in the case of the Stockholders) or the LTFS Companies (in the case of LTFS), or (e) would require any amendment or supplement to the Proxy Statementin each case, taken as a whole. The Parties Party preparing and delivering a Disclosure Schedule shall have the obligation to supplement or amend the Plastec Schedule, the Plastec Shareholders such Disclosure Schedule and GSME Schedule (the “Disclosure Schedules”) being delivered concurrently with the execution of this Agreement and annexed hereto with respect to any 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 7.2(a5.2(a), 7.3(a5.3(a), 8.1(a)(i)6.1, 9.1(d6.2, 7.1(c) and 9.1(e7.1(d), 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 expressly contemplated by this Agreement or which as are set forth in Section 4.6, Schedule 4.1, Schedule 4.6 or otherwise expressly contemplated by any of the Disclosure Schedules as they exist on the date of this AgreementTransaction Documents.

Disclosure of Certain Matters. (a) Each of GSMEParent, GSME Sub, Plastec the Company and each of the Plastec Shareholders Stockholder 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 VII VI will not be satisfied, (d) is of a nature that would is or may be reasonably likely materially adverse to have a Material Adverse Effect on Plastecthe 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 parties shall have the obligation to supplement or amend the Plastec Schedule, the Plastec Shareholders Schedule Company Schedules and GSME Schedule Parent Schedules (the “Disclosure Schedules”) being delivered concurrently with the execution of this Agreement and annexed hereto with respect to any 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 7.2(a6.2(a), 7.3(a6.3(a), 8.1(a)(i7.1(a)(i), 9.1(d8.1(d) and 9.1(e8.1(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 changes expressly contemplated by this Agreement or which are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of GSMEParent, GSME Sub, Plastec the Company and each of the Plastec Shareholders Signing Stockholder 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 VII VI will not be satisfied, (d) is of a nature that would is or may be reasonably likely materially adverse to have a Material Adverse Effect on Plastecthe 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 parties shall have the obligation to supplement or amend the Plastec Schedule, the Plastec Shareholders Schedule Company Schedules and GSME Schedule Parent Schedules (the “‘‘Disclosure Schedules”’’) being delivered concurrently with the execution of this Agreement and annexed hereto with respect to any 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 7.2(a6.2(a), 7.3(a6.3(a), 8.1(a)(i7.1(a)(i), 9.1(d8.1(d) and 9.1(e8.1(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 which are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of GSMEParent, GSME Sub, Plastec the Company and each of the Plastec Shareholders 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 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 party any reason to believe that any of the conditions set forth in Article VII VI will not be satisfied, (d) is of a nature that would is or may be reasonably likely materially adverse to have a Material Adverse Effect on Plastecthe 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 parties shall have the obligation to supplement or amend the Plastec Schedule, the Plastec Shareholders Schedule Company Schedules and GSME Schedule Parent Schedules (the “"Disclosure Schedules”") being delivered concurrently with the execution of this Agreement and annexed hereto with respect to any 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 7.2(a6.2(a), 7.3(a6.3(a), 8.1(a)(i7.1(a)(i), 9.1(d8.1(d) and 9.1(e8.1(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 which are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of GSMEParent, GSME SubNoble, Plastec and each of the Plastec Shareholders Company will provide the others other 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 VII will not be satisfied, (d) is of a nature that would is or may be reasonably likely materially adverse to have a Material Adverse Effect on Plastecthe operations, prospects or condition (financial or otherwise) of the Surviving Company, or (e) would require any amendment or supplement to the Proxy Statement. The Parties parties shall have the obligation to supplement or amend the Plastec ScheduleCompany Schedules, the Plastec Shareholders Schedule Noble Schedules, and GSME Schedule Parent Schedules (the “Disclosure Schedules”) being delivered concurrently with the execution of this Agreement and annexed hereto with respect to any 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 7.2(a), 7.3(a), 8.1(a)(i), 9.1(d) and 9.1(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 5.1 or otherwise expressly contemplated by this Agreement or which that are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of GSMEParent, GSME Subthe Company and, Plastec and but only with respect to the matters referred to in Section 1.13, each of the Plastec Shareholders 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 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 party any reason to believe that any of the conditions set forth in Article VII VI will not be satisfied, (d) is of a nature that would is or may be reasonably likely materially adverse to have a Material Adverse Effect on Plastecthe operations, prospects or condition (financial or otherwise) of the Company, or (e) would require any amendment or supplement to the Proxy Statement. The Parties parties shall have the obligation to supplement or amend the Plastec Schedule, the Plastec Shareholders Schedule Company Schedules and GSME Schedule Parent Schedules (the “"Disclosure Schedules”") being delivered concurrently with the execution of this Agreement and annexed hereto with respect to any 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 7.2(a6.2(a), 7.3(a6.3(a), 8.1(a)(i7.1(a)(i), 9.1(d8.1(d) and 9.1(e8.1(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 which are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of GSMEAscend, GSME Sub, Plastec Kitara Media and each of the Plastec Shareholders NYPG will provide the others other parties 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 rise to the reasonable expectation by such Party any reason to believe party that any of the conditions set forth in Article VII will not be satisfied, satisfied or (d) is of a nature that would is or may be reasonably likely to have a Material Adverse Effect on Plastec, or (e) would require any amendment or supplement materially adverse to the Proxy Statementoperations, prospects or condition (financial or otherwise) of Kitara Media, NYPG or Ascend. The Parties parties shall have the obligation to supplement or amend the Plastec ScheduleKitara Media Schedules, the Plastec Shareholders Schedule NYPG Schedules and GSME Schedule Ascend Schedules (the “Disclosure Schedules”) being delivered concurrently with the execution of this Agreement and annexed hereto with respect to any 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 7.2(a8.1(a)(i), 7.3(a), 8.1(a)(i8.2(a)(i), 9.1(d) and 9.1(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 5.1 or otherwise expressly contemplated by this Agreement or which that are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of GSMEDuring the Interim Period, GSME Sub, Plastec and each of the Plastec Shareholders party will provide the others other parties 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 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 such Party any reason to believe that any of the conditions set forth would result in Article VII will not be satisfied, (d) is of a nature that would be reasonably likely to have a Material Adverse Effect on Plastec, such party and its Subsidiaries taken as a whole or (ed) would require any amendment or supplement to the Proxy Statement/Prospectus. The Parties parties shall have the obligation to supplement or amend the Plastec Schedule, the Plastec Shareholders Schedule Company Schedules and GSME Schedule Parent Schedules (the “Disclosure Schedules”) being delivered concurrently with the execution of this Agreement and annexed hereto with respect to any 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 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 7.2(a6.2(a), 7.3(a6.3(a), 8.1(a)(i7.1(a), 9.1(d7.1(b), 8.1(d) and 9.1(e8.1(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 or permitted by this Agreement or which that are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of GSMEHarmony, GSME Merger Sub, Plastec the Company and each of the 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 VII VI will not be satisfied, (d) is of a nature that would is or may be reasonably likely materially adverse to have a Material Adverse Effect on Plastecthe operations or condition (financial or otherwise) of the Company, 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 Plastec Schedule, the Plastec Shareholders Schedule Company Schedules and GSME Schedule Harmony 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 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 7.2(a6.2(a), 7.3(a6.3(a), 8.1(a)(i7.1(a)(i), 9.1(d8.1(d) and 9.1(e8.1(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 which that are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of GSME, GSME Sub, Plastec Parent and each of the Plastec Shareholders Company will provide the others other 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 VII VI will not be satisfied, (d) is of a nature that would is or may be reasonably likely materially adverse to have a Material Adverse Effect on Plastecthe operations, prospects or condition (financial or otherwise) of Parent or the Company, or (e) would require any amendment or supplement to the Proxy Statement. The Parties parties shall have the right and obligation to supplement or amend the Plastec Schedule, the Plastec Shareholders Company Schedule and GSME Parent Schedule (the “Disclosure Schedules”) being delivered concurrently with the execution of pursuant to this Agreement and annexed hereto with respect to any 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 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 7.2(a2.2(a) and 2.3(a), 7.3(a), 8.1(a)(i), 9.1(d) and 9.1(e3.1(c), 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 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 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 GSMEthe Purchaser, GSME Sub, Plastec the Company and each of the Plastec Shareholders Seller 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 VII VI will not be satisfied, (d) is of a nature that would be reasonably likely to have a Material Adverse Effect on Plastecthe Company, 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 Plastec Schedule, Company Schedules and the Plastec Shareholders Schedule and GSME Schedule Purchaser Schedules (the “Disclosure Schedules”) being delivered concurrently with the execution of this Agreement and annexed hereto with respect to any 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 7.2(a6.2(a), 7.3(a6.3(a), 8.1(a)(i7.1(a)(i), 9.1(d8.1(d) and 9.1(e8.1(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 changes expressly contemplated by this Agreement or which are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of GSME, GSME Sub, Plastec Purchaser and each of the Plastec Shareholders 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 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 party any reason to believe that any of the conditions set forth in Article VII VI will not be satisfied, (d) is of a nature that would is or may be reasonably likely materially adverse to have a Material Adverse Effect on Plastecthe operations, prospects or condition (financial or otherwise) of it, or (e) would require any amendment or supplement to the Proxy Statement. The Parties parties shall have the obligation to supplement or amend the Plastec Schedule, the Plastec Shareholders Schedule Seller Schedules and GSME Schedule Purchaser Schedules (the “"Disclosure Schedules”") being delivered concurrently with the execution of this Agreement and annexed hereto with respect to any 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, except as set forth in the following sentence, for purposes of Sections 7.2(a6.2(a), 7.3(a6.3(a), 8.1(a)(i7.1(a)(i), 9.1(d8.1(d) and 9.1(e8.1(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 which 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 GSMECambridge, GSME SubHoldco, Plastec the Company and each of the Plastec Shareholders Stockholders will provide the others with prompt written notice of any event, development or condition that (ai) 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, (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 party any reason to believe that any of the conditions set forth in Article VII VI will not be satisfied, (div) is of a nature that would is or may be reasonably likely materially adverse to have a Material Adverse Effect on Plastecthe operations or condition (financial or otherwise) of the Company, or (ev) would require any amendment or supplement to the Proxy Statement/Prospectus. The Parties parties shall have the obligation to supplement or amend the Plastec ScheduleCompany Schedules and Cambridge Schedules, the Plastec Shareholders Schedule and GSME Schedule as applicable (collectively, 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 7.2(a6.2(a), 7.3(a6.3(a), 8.1(a)(i7.1(a)(i), 9.1(d8.1(d) and 9.1(e8.1(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, as are permitted by Section 4.1 or otherwise expressly contemplated by this Agreement or which that are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of GSME, GSME Sub, Plastec Key and each of the Plastec Shareholders Company will provide the others other 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 VII VI will not be satisfied, (d) is of a nature that would is or may be reasonably likely materially adverse to have a Material Adverse Effect on Plastecthe operations, prospects or condition (financial or otherwise) of Key or the Company, or (e) would require any amendment or supplement to the Proxy Statement. The Parties parties shall have the obligation to supplement or amend the Plastec Schedule, the Plastec Shareholders Schedule Company Schedules and GSME Schedule Key Schedules (the “Disclosure Schedules”) being delivered concurrently with the execution of this Agreement and annexed hereto with respect to any 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 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 7.2(a6.2(a), 7.3(a6.3(a), 8.1(a)(i7.1(a)(i), 9.1(d8.1(d) and 9.1(e8.1(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 which are set forth in the Disclosure Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of GSMESellers, GSME Sub, Plastec the Companies and each of the Plastec Shareholders LTFS 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 ARTICLE VII will not be satisfied, satisfied or (d) is of a nature that would be reasonably likely to have a Material Adverse Effect on Plastecthe Companies or LTFS, or (e) would require any amendment or supplement to as the Proxy Statementcase may be. The Parties Seller and the Companies shall have the obligation to amend or supplement or amend the Plastec Schedule, the Plastec Shareholders Schedule and GSME Schedule (the “Disclosure Schedules”) Letter being delivered concurrently with the execution of this Agreement and annexed hereto with respect to any 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 7.2(a), 7.3(a), 8.1(a)(i), 9.1(d9.1(c) and 9.1(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 changes expressly contemplated by this Agreement or 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.