Common use of Disclosure of Certain Matters Clause in Contracts

Disclosure of Certain Matters. Each of Buyer and Sellers will provide the 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 VII will not be satisfied, (d) is of a nature that is or may be materially adverse to the operations, prospects or condition (financial or otherwise) of Buyer or Sellers, or (e) would require any amendment or supplement to the Proxy Statement. The parties shall have the obligation to supplement or amend the 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 Schedules. The obligations of the parties to amend or supplement the 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), 8.2(a)(i), 9.1(d) and 9.1(e), the representations and warranties of the parties shall be made with reference to the 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 are set forth in the Schedules as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of Buyer Parent and Sellers the Company will provide the 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 VII will not be satisfied, (d) is of a nature that is or may be materially adverse to the operations, prospects or condition (financial or otherwise) of Buyer or Sellersthe Company, or (e) would require any amendment or supplement to the Prospectus/Proxy Statement. The parties shall have the obligation to supplement or amend the Schedules Company Schedule and Parent Schedule (the “Disclosure Schedule”) 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 SchedulesDisclosure Schedule. The obligations of the parties to amend or supplement the Schedules Disclosure Schedule 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), 8.2(a)(i), 9.1(d) and 9.1(e), the representations and warranties of the parties shall be made with reference to the Schedules Disclosure Schedule 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 are set forth in the Schedules Disclosure Schedule as they exist on the date of this Agreement.

Disclosure of Certain Matters. Each of Buyer Parent and Sellers the Company will provide the other 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 AgreementTransactions, (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 ARTICLE VI will not be satisfied, (d) is of a nature that is or may be materially adverse to the operations, prospects or condition (financial or otherwise) of Buyer or Sellersthe Company, or (e) would require any amendment or supplement to the Proxy Registration Statement. The parties shall have the obligation to supplement or amend the Company Schedules and 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)ARTICLE VI, 7.3(a), 8.1(a)(i), 8.2(a)(i), 9.1(d) ARTICLE VII and 9.1(e)ARTICLE VIII, 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 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 Buyer Parent and Sellers the Company will provide the other 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 VI will not be satisfied, (d) is of a nature that is or may be materially adverse to the operations, prospects or condition (financial or otherwise) of Buyer or Sellersthe Company, or (e) would require any amendment or supplement to the Proxy Statement. The parties shall have the obligation to supplement or amend the Company Schedules and 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 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), 8.2(a)(i7.1(b)(i), 9.1(d8.1(d) and 9.1(e8.1(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 5.1 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 Buyer Parent and Sellers the Company will provide the 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 VII VI will not be satisfied, (d) is of a nature that is or may be materially adverse to the operations, prospects or condition (financial or otherwise) of Buyer or Sellersthe Company, or (e) would require any amendment or supplement to the Proxy Statement. The parties shall have the obligation to supplement or amend the Company Schedules and 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 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), 8.2(a)(i), 9.1(d8.1(d) and 9.1(e8.1(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 5.1 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 Buyer Parent and Sellers the Company will provide the 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 VII VI will not be satisfied, (d) is of a nature that is or may be materially adverse to the operations, prospects or condition (financial or otherwise) of Buyer Parent or Sellersthe Company, or (e) would require any amendment or supplement to the Proxy Statement. The parties shall have the obligation to supplement or amend the Company Schedules and 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 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), 8.2(a)(i), 9.1(d8.1(d) and 9.1(e8.1(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 5.1 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 Buyer Parent and Sellers the Company will provide the 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 VII VI will not be satisfied, (d) is of a nature that is or may be materially material adverse to the operations, prospects or condition (financial or otherwise) of Buyer or Sellersthe Company, or (e) would require any amendment or supplement to the Prospectus/Proxy Statement. The parties shall have the obligation to supplement or amend the Company Schedules and 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 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), 8.2(a)(i), 9.1(d8.1(d) and 9.1(e8.1(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 5.1 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 Buyer Parent and Sellers the Company will provide the other 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 VII VI will not be satisfied, or (div) is of a nature that is or may be materially adverse to the operations, prospects or condition (financial or otherwise) of Buyer Parent or Sellers, or (e) would require any amendment or supplement to the Proxy StatementCompany. The parties Company shall have the obligation to supplement or amend the Company 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 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)(i), 8.2(a)(i), 9.1(d7.1(d) and 9.1(e7.1(e), the representations and warranties of the parties Company 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 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 Buyer KBL and Sellers PRWT will provide the 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 VII VI will not be satisfied, (d) is of a nature that is or may be materially adverse to the operations, prospects or condition (financial or otherwise) of Buyer or SellersPRWT, or (e) would require any amendment or supplement to the Proxy Statement/Prospectus. The parties shall have the obligation to supplement or amend PRWT Schedules and KBL Schedules (the Schedules “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(a6.2(a), 7.3(a6.3(a), 8.1(a)(i7.1(a)(i), 8.2(a)(i), 9.1(d8.1(d) and 9.1(e8.1(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 5.1 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 Buyer Purchaser, the Company and Sellers the Shareholder will provide the other 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 VI will not be satisfied, (d) is of a nature that is or may would be materially adverse reasonably likely to have a Material Adverse Effect on the operations, prospects or condition (financial or otherwise) of Buyer or SellersCompany, or (e) would require any amendment or supplement to the Proxy Statement. The parties shall have the obligation to supplement or amend the Schedules Company Schedule and the Purchaser 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(a6.2(a), 7.3(a6.3(a), 8.1(a)(i7.1(a)(i), 8.2(a)(i), 9.1(d8.1(d) and 9.1(e8.1(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 5.1 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 Buyer Noble and Sellers the Company will provide the other 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 VII VI will not be satisfied, or (div) is of a nature that is or may be materially adverse to the operations, prospects or condition (financial or otherwise) of Buyer Noble or Sellers, or (e) would require any amendment or supplement to the Proxy StatementCompany. The parties Company shall have the obligation to supplement or amend the Company 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 Schedules. The obligations of the parties Company to amend or supplement the Company 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)(i), 8.2(a)(i), 9.1(d7.1(d) and 9.1(e7.1(e), the representations and warranties of the parties Company shall be made with reference to the Company Disclosure Schedules as they exist at the time of execution of this Agreement, subject to such anticipated changes as are set forth in Section 4.1 of the Company Disclosure Schedule 5.1 or otherwise expressly contemplated by this Agreement or which are set forth in other sections of the Schedules Company Disclosure Schedule as they exist on the date of this Agreement.