Performance by the Purchaser. The Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Initial Closing and as of each Settlement Date.
Performance by the Purchaser. The Purchaser shall have performed all agreements and satisfied all conditions required to be performed or satisfied by the Purchaser at or prior to the Closing, including payment of the purchase price set forth on SCHEDULE I to the Company as provided herein.
Performance by the Purchaser. The Purchaser shall have performed, satisfied and complied with, in all material respects, all covenants, agreements, and conditions required by this Agreement to be performed, satisfied or complied with by them on or prior to the Closing Date, and the Company shall have received a certificate attesting thereto signed by a duly authorized officer or agent of the Purchaser.
Performance by the Purchaser. All the terms, covenants, agreements and conditions of this Agreement to be complied with and performed by the Purchaser on or before the Closing shall have been complied with and performed in all material respects.
Performance by the Purchaser. The Parent agrees to cause the Purchaser to comply with its obligations hereunder and to cause the Purchaser to consummate the Transactions as contemplated herein.
Performance by the Purchaser. Each of the Purchaser shall have performed all agreements and satisfied all conditions required to be performed or satisfied by it at or prior to the Closing.
Performance by the Purchaser. On or before Closing Date, ---------------------------- Purchaser shall have performed and complied with all agreements and conditions required by this Agreement.
Performance by the Purchaser. The Purchaser shall have performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement to be performed and complied with by it prior to or on the Closing Date, and there shall be delivered to the Selling Shareholders a certificate to that effect, dated the Closing Date and signed in the manner set forth in Section 10.1, "Representations and Warranties Accurate."
Performance by the Purchaser. At the Closing, the Purchaser shall execute and shall deliver to the Seller the following:
(i) this Asset Purchase Agreement executed by the Purchaser;
(ii) cash, by wire transfer, payable in accordance with Section 2.3(b), for an amount equal to the Initial Purchase Price less Minimum Cash;
(iii) the Assignment and Assumption Agreement, Employment Agreements, Restrictive Covenants Agreements and the IP Assignment, each executed by the Purchaser;
(iv) a certificate of an officer of the Purchaser (a) certifying, as complete and accurate as of the Closing, attached copies of the governing documents of the Purchaser, (b) certifying and attaching all requisite resolutions or actions of the Purchaser’s board of directors approving the consummation of the transactions contemplated herein and (c) certifying to the incumbency and signatures of the officers of the Purchaser executing the Transaction Documents; and
(v) such other evidence of the performance all covenants and satisfaction of all conditions required of the Purchaser by this Agreement, at or prior to the Closing, as the Seller or its counsel may reasonably require.
Performance by the Purchaser. Each of the obligations of the Purchaser to be performed by it on or before the Closing Date pursuant to the terms of this Agreement, shall have been duly performed and complied with in all respects.
