Performance by the Buyer. The Buyer shall have performed and satisfied all agreements and conditions which it is required by this Agreement to perform or satisfy prior to or on the Closing Date.
Performance by the Buyer. The Buyer shall have performed and complied in all material respects with all of its covenants hereunder through the Closing.
Performance by the Buyer. All of the covenants and agreements to be complied with and performed by the Buyer on or prior to the Closing Date shall have been complied with or performed in all material respects.
Performance by the Buyer. The Buyer shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement, including, without limitation, the deliveries required by Section 6.03 and the Company shall have received a certificate attesting thereto from a duly authorized officer of the Buyer.
Performance by the Buyer. At the Closing, the Buyer shall have delivered to the Seller a certificate signed by an authorized officer of the Buyer as to its compliance with Sections 11.1 through 11.6.
Performance by the Buyer. (a) In the event that any Dyax Entity is in breach of or in default under any Included License Agreement and such breach or default continues beyond any applicable cure period, the Buyer may, but shall not be obligated to, cure or attempt to cure such breach or default on behalf of such Dyax Entity. In such event, Dyax shall, at the request of the Buyer promptly pay any amount expended by the Buyer in such performance unless and to the extent that any such breach or default arose out of an action taken, or not taken, at the request or instruction of Buyer, in which case Buyer shall be solely responsible for any such expenses.
(b) To the fullest extent possible, the Buyer shall have the right to enforce, or to cause Dyax to enforce, any rights of Dyax under any Included License Agreement.
(c) Notwithstanding clauses (a) and (b) above, it is expressly understood that the Buyer assumes no liability or responsibility for the performance of any duties of Dyax or any other Contract Party under any Included License Agreement.
(d) Buyer shall have the right (but not the obligation) to assume responsibility for maintenance of any Dyax Patents, at Dyax’s expense (except as provided in Section 2.02(b)), if Dyax or any other Person fails to maintain such Dyax Patent, provided that if Buyer chooses to exercise such right, Buyer shall notify Dyax thereof in writing within a reasonable period of time and Buyer’s exercise of such right shall not release Dyax from any liability for breach of this Agreement, including Section 5.08(h).
Performance by the Buyer. The Buyer shall have delivered to the Company a certificate (without qualification as to knowledge or materiality or otherwise), signed by an officer of the Buyer, to the effect that each of the conditions specified in Section 3.3(a) have been satisfied.
Performance by the Buyer. All of the covenants, terms and conditions of this Agreement to be satisfied or performed by the Buyer on or before the Closing Date shall have been satisfied or performed.
Performance by the Buyer. All covenants of the Buyer under this Agreement to be performed or complied with on or before the Effective Time which have not been waived by the Company shall have been duly performed or complied with by the Buyer in all material respects, and the Company shall have received a certificate of the Buyer, addressed to the Company and dated the Effective Date, signed on behalf of the Buyer by two senior officers of the Buyer (on the Buyer’s behalf and without personal liability), confirming the same as of the Effective Date.
Performance by the Buyer. The Buyer shall have fully performed and complied with and satisfied the agreements, covenants, and conditions required by this Agreement to be performed or complied with or satisfied by the Buyer (considered jointly and severally) on or before the Closing (unless an earlier and/or later date and/or time is specified in this Agreement, in which case on or before such earlier and/or later date and/or time) in all material respects, including, without limitation, the execution and delivery by the Buyer of all items required of the Buyer by Article VI.
