Common use of SEC Filings; Financial Statements; Internal Controls Clause in Contracts

SEC Filings; Financial Statements; Internal Controls. (a) Quartet has made available to the Company and the Stockholders a correct and complete copy of each report, registration statement and definitive proxy statement filed by Quartet (the “Quartet SEC Reports”) with the SEC, which are all the forms, reports and documents required to be filed by Quartet with the SEC prior to the date of this Agreement. All Quartet SEC Reports required to be filed by Quartet in the twelve (12) month period prior to the date of this Agreement were filed in a timely manner. As of their respective dates the Quartet SEC Reports: (i) were prepared in accordance and complied with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Quartet SEC Reports, and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Quartet makes no representation or warranty whatsoever concerning any Quartet SEC Report as of any time other than the date or period with respect to which it was filed. The certifications and statements required by (A) Rule 13a-14 under the Exchange Act and (B) 18 U.S.C. §1350 (Section 906 of the Sxxxxxxx-Xxxxx Act) relating to the Quartet SEC Documents are accurate and complete and comply as to form and content with all applicable laws or rules of applicable governmental and regulatory authorities in all material respects.

SEC Filings; Financial Statements; Internal Controls. (a) Quartet Harmony has made available to the Company Company, the Shareholders and the Stockholders and the holders of stock options of the Company as set out in Schedule A (the “Option Holders”) a correct and complete copy of each report, registration statement and definitive proxy statement filed by Quartet Harmony (the “Quartet Harmony SEC Reports”) with the SEC, which are all the forms, reports and documents required to be filed by Quartet Harmony with the SEC prior to the date of this Agreement. All Quartet Harmony SEC Reports required to be filed by Quartet Harmony in the twelve (12) month period prior to the date of this Agreement were filed in a timely manner. As of their respective dates dates, the Quartet Harmony SEC Reports: (i) were prepared in accordance and complied with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Quartet Harmony SEC Reports, and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Quartet Harmony makes no representation or warranty whatsoever concerning any Quartet Harmony SEC Report as of any time other than the date or period with respect to which it was filed. The certifications and statements required by (A) Rule 13a-14 under the Exchange Act and (B) 18 U.S.C. §1350 (Section 906 of the Sxxxxxxx-Xxxxx Act) relating to the Quartet Harmony SEC Documents are accurate and complete and comply as to form and content with all applicable laws or rules of applicable governmental and regulatory authorities in all material respects.

SEC Filings; Financial Statements; Internal Controls. (a) Quartet GGAC has made available to the Company and the Stockholders Sellers a correct and complete copy of each report, report and registration statement and definitive proxy statement filed by Quartet GGAC with the SEC (the “Quartet GGAC SEC Reports”) with the SEC), which are all the forms, reports and documents required to be filed by Quartet GGAC with the SEC prior to the date of this Agreement. All Quartet GGAC SEC Reports required to be filed by Quartet GGAC in the twelve (12) month period prior to the date of this Agreement were filed in a timely manner. As of their respective dates the Quartet GGAC SEC Reports: (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Quartet GGAC SEC Reports, and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, Quartet GGAC makes no representation or warranty whatsoever concerning any Quartet GGAC SEC Report as of any time other than the date or period with respect to which it was filed. The certifications and statements required by (A) Rule 13a-14 under the Exchange Act and (B) 18 U.S.C. §1350 (Section 906 of the SxxxxxxxXxxxxxxx-Xxxxx Act) relating to the Quartet GGAC SEC Documents Reports are accurate and complete and comply as to form and content with all applicable laws or rules of applicable governmental and regulatory authorities in all material respects.