Common use of Performance of Covenants Clause in Contracts

Performance of Covenants. The Purchaser shall have fulfilled or complied in all material respects with each of the obligations and covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and shall have delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Date.

Performance of Covenants. The Purchaser shall have fulfilled or complied in all material respects with each of the obligations and covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective TimeSection 4.6(1), Section 4.6(2) and Section 4.6(3), and shall have delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Acquisition Date.

Performance of Covenants. The Purchaser shall have fulfilled or performed in all material respects its obligations and complied in all material respects with each of the obligations agreements and covenants of the Purchaser contained in this Agreement to be fulfilled performed or complied with by it on or prior to the Effective Time, and shall have delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Date.under this Agreement;

Performance of Covenants. The Purchaser shall have fulfilled or complied in with all material respects with each of the obligations and covenants of the Purchaser contained in this Agreement required to be fulfilled or complied with by it on at or prior to Closing and the Effective Time, and Purchaser shall have executed and delivered a certificate confirming same of a senior officer to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Datethat effect.

Performance of Covenants. The Purchaser shall have has fulfilled or complied in all material respects with each of the obligations and its covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time, or which have not been waived by the Company, and shall have the Purchaser has delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser thereof (in each case without personal liability) addressed to the Company and dated the Effective Date.

Performance of Covenants. The Purchaser shall have fulfilled or complied in all material respects with each of the obligations and covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Amendment Time, and shall have delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated as of the Effective Amendment Date.

Performance of Covenants. The Purchaser shall will have complied with Section 2.9 and will have fulfilled or complied in all material respects with each of the obligations and all other covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it them on or prior to the Effective Time, and the Purchaser shall have delivered a certificate confirming same to the Company, executed by two senior officers or directors of the Purchaser (in each case without personal liability) addressed to the Company and ), dated the Effective Date.

Performance of Covenants. The Purchaser shall have has fulfilled or complied in all material respects with each of the obligations and its covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective TimeDate, and shall have has delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Date.

Performance of Covenants. The Purchaser shall have fulfilled or performed in all material respects all obligations and agreements and complied in all material respects with each of the obligations and all covenants of the Purchaser contained in required by this Agreement to be fulfilled performed or complied with by it on or prior to or at the Effective Time, and shall have delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective DatePurchase Closing.

Performance of Covenants. The Purchaser shall have fulfilled or performed in all material respects all obligations, and complied in all material respects with each of the obligations agreements and covenants of the Purchaser contained in this Agreement covenants, required to be fulfilled performed by or complied with by it on or prior to the Effective Time, and shall have delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Datehereunder.

Performance of Covenants. The Each of the Purchaser and Canopy shall have fulfilled or complied in all material respects with each of the its obligations and covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and shall have delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser and Canopy (in each case without personal liability) addressed to the Company and dated as of the Effective Date.

Performance of Covenants. The Purchaser shall will have fulfilled or complied with, in all material respects with each respects, all of the obligations and its covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it on at or prior to the Effective TimeClosing, and shall the Purchaser will have executed and delivered a certificate confirming same to that effect to the Company, executed Vendor. The Closing will not constitute a waiver by two senior officers the Vendor of the covenants of the Purchaser (which are contained in each case without personal liability) addressed to the Company and dated the Effective Datethis Agreement.

Performance of Covenants. The Purchaser shall have has fulfilled or complied in all material respects with each of the obligations and its respective covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and the Purchaser shall have delivered a certificate confirming same to the Company, executed by two (2) senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Date.

Performance of Covenants. The Purchaser shall have fulfilled or performed and complied in all material respects with each of the obligations and covenants of the Purchaser contained in required by this Agreement to be fulfilled performed or complied with by it Purchaser on or prior to the Effective Time, and shall have delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Closing Date.

Performance of Covenants. The Purchaser shall have fulfilled or complied in all material respects with each of the obligations and its covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it them on or prior to the Effective Time, and the Purchaser shall have delivered to the Company a certificate confirming same addressed to the Company, dated the Effective Date and executed by two of its senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Date), confirming same.

Performance of Covenants. The Purchaser shall have has fulfilled or complied in all material respects with each of the obligations and covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and shall have has delivered a certificate confirming same to the CompanyCorporation, executed by two senior officers of the Purchaser (in each case without personal liability) ), addressed to the Company Corporation and dated the Effective Date.

Performance of Covenants. The Purchaser shall have has fulfilled or complied in all material respects with each of the obligations and covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and shall have the Purchaser has delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case on behalf of the Purchaser and without personal liability) addressed to the Company and dated the Effective Date.

Performance of Covenants. The Purchaser shall have fulfilled performed or complied with, in all material respects with each of respects, all the obligations obligations, covenants and covenants of the Purchaser contained agreements in this Agreement to be fulfilled performed or complied with by it on the Purchaser at or prior to the Effective Time, Time of Closing. The Purchaser shall not be in breach in any material respect of any covenant on its part contained in this Agreement and shall have delivered a certificate confirming same to the CompanyVendor at the Time of Closing a certificate, duly executed by two senior officers an officer of the Purchaser (in each case without personal liability) addressed acceptable to the Company and dated the Effective DateVendor, to such effect.

Performance of Covenants. The Purchaser Purchasers shall have fulfilled or complied in all material respects with each of the obligations and its covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it them on or prior to the Effective Time, and each of the Purchasers shall have delivered a certificate confirming same to the Company, the AP Preferred Equity Issuer and APLP a certificate addressed to the Company, the AP Preferred Equity Issuer and APLP, dated the Effective Date and executed by two senior officers of the Purchaser Purchasers (in each case in their capacity as officers of the Purchasers and without personal liability) addressed to the Company and dated the Effective Date), confirming same.

Performance of Covenants. (a) The Purchaser shall have fulfilled or complied and complied, in all material respects respects, with each of the obligations and covenants of the Purchaser contained in this Agreement to be fulfilled or and complied with by it on or prior to the Effective Time, ; and (b) the Purchaser shall have delivered a certificate confirming same to the Companycertificate, executed by two of its senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Date, stating that the condition set forth in this Section 6.3(2) has been satisfied.

Performance of Covenants. The Purchaser shall have fulfilled or performed in all material respects all obligations and agreements, and complied in all material respects respect with each of the obligations all covenants and covenants of the Purchaser conditions, contained in this Agreement to be fulfilled performed or complied with by it on or prior to or at the Effective Time, and shall have delivered a certificate confirming same to Closing Date or the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective applicable Transfer Date.

Performance of Covenants. The Purchaser shall will have fulfilled or complied in all material respects with each all of the obligations and covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it them on or prior to the Effective Time, and the Purchaser shall have delivered a certificate confirming same to the Company, executed by two senior officers or directors of the Purchaser (in each case without personal liability) addressed to the Company and ), dated the Effective Date.

Performance of Covenants. The Purchaser shall have has fulfilled or complied in all material respects with each of the obligations and covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and shall have has delivered a certificate confirming same to the Company, executed by two (2) senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Date.Date.‌

Performance of Covenants. The Purchaser shall have fulfilled or complied in all material respects with each of the obligations and covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and shall have has delivered a certificate confirming same to the Company, executed by two (2) senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Date.

Performance of Covenants. The Purchaser shall have has fulfilled or complied in all material respects with each of the obligations and covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time, Time and shall have the Purchaser has delivered a certificate confirming same to the Company, executed by two senior executive officers of the Purchaser (in each case on behalf of the Purchaser and without personal liability) addressed to the Company and dated the Effective Date.

Performance of Covenants. The Purchaser shall have fulfilled or complied in with all material respects with each of the obligations obligations, conditions and covenants of the Purchaser contained in this Agreement required to be fulfilled or complied with by it on at or prior to the Effective TimeClosing, and the Purchaser shall have delivered a certificate confirming same to the Company, executed by two a senior officers officer of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Datethat effect.

Performance of Covenants. The Purchaser shall have fulfilled or performed in all material respects all obligations and agreements, and complied in all material respects with each of the obligations and covenants of the Purchaser all covenants, contained in this Agreement to be fulfilled performed or complied with by it on or prior to or at the Effective Time, and shall have delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective DateClosing.

Performance of Covenants. The Purchaser shall have fulfilled or performed and complied in all material respects with each of the obligations all covenants and covenants of the Purchaser agreements contained in this Agreement that are required to be fulfilled performed or complied with by it on or prior to the Effective Timeat Closing, and HSS and the HSS Shareholders shall have delivered received a certificate confirming same to certificate, dated the CompanyClosing, executed by two senior officers of an executive officer of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Datethat effect.

Performance of Covenants. The Purchaser shall have fulfilled or complied performed in all material respects (but without regard to any qualifications with each of the obligations and respect to materially contained therein), all covenants of the Purchaser contained in this Agreement and in any other Transaction Document to which it is a party to be fulfilled or complied with performed by it on at or prior to Closing and the Effective Time, and Purchaser shall have delivered a certificate of a senior officer confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Dateforegoing.

Performance of Covenants. The Purchaser shall have fulfilled or performed and complied in all material respects with each of the obligations all covenants, agreements and covenants of the Purchaser contained in conditions required by this Agreement to be fulfilled or performed and complied with by it Purchaser on or prior to the Effective Time, and Closing; Purchaser shall have delivered all documents, certificates and instruments required to be delivered by Purchaser under the terms of this Agreement; and Purchaser shall have delivered to Seller a duly executed officer's certificate confirming same to the Company, executed by two senior officers of the Purchaser (such effect in each case without personal liability) addressed to the Company and dated the Effective Dateaccordance with Section 6.03(c).

Performance of Covenants. The the Purchaser shall must have fulfilled or complied in all material respects with each of the obligations and all covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it on at or prior to Closing and the Effective Time, and shall Purchaser must have delivered to the Vendors a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Date.that effect;

Performance of Covenants. The Each of the Purchaser shall have and Acquireco has fulfilled or complied in all material respects with each of the obligations and its respective covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and shall have the Purchaser has delivered a certificate confirming same to the Company, executed by two (2) senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Date.

Performance of Covenants. The Purchaser shall will have fulfilled fulfilled, performed or complied in with all material respects with each of the covenants and obligations and covenants of the Purchaser contained in this Agreement and in any Ancillary Agreement required by it to be fulfilled fulfilled, performed or complied with by it on at or prior to before the Effective Time, and shall have delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (Closing Time in each case without personal liability) addressed to the Company and dated the Effective Dateall respects.

Performance of Covenants. The Purchaser shall have fulfilled performed or complied in all material respects with each and all of the obligations obligations, covenants, agreements and covenants of the Purchaser contained in this Agreement conditions required to be fulfilled performed or complied with by it on or prior to the Effective Time, and shall have delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Closing Date.

Performance of Covenants. The Purchaser shall have fulfilled or complied in with all material respects with each of the obligations and covenants of the Purchaser contained in this Agreement and in each document to be delivered hereunder are required to be fulfilled or complied with by it on at or prior to the Effective TimeClosing, and the Purchaser shall have delivered a certificate confirming same to the Company, that effect duly executed by two senior officers a duly authorized officer of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective DatePurchaser.

Performance of Covenants. The Each of the Purchaser shall have and Acquireco has fulfilled or complied in all material respects with each of the obligations and its respective covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and shall have the Purchaser has delivered a certificate confirming same to the Company, executed by two (2) senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Date.Date.‌

Performance of Covenants. The Purchaser shall have fulfilled or complied in with all material respects with each of the obligations and covenants of the Purchaser contained in this Agreement required to be fulfilled or complied with by it on at or prior to Closing in all material respects and the Effective Time, and Purchaser shall have executed and delivered a certificate confirming same of a senior officer to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Datethat effect.

Performance of Covenants. The Purchaser shall must have fulfilled fulfiled or complied in with all material respects with each of the obligations and covenants of the Purchaser contained in this Agreement required to be fulfilled fulfiled or complied with by it on at or prior to the Effective Time, Determination Date and shall have delivered the Vendors receive a certificate confirming same to the Company, executed by two of a senior officers officer of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Datethat effect.

Performance of Covenants. The Purchaser shall have fulfilled or duly performed, satisfied and complied with, in all material respects with each respects, all agreements, covenants and obligations of the obligations and covenants of the Purchaser contained set forth in this Agreement and required to be fulfilled so performed, satisfied or complied with by it on Purchaser at or prior to the Effective Time, and shall have delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective DateClosing.

Performance of Covenants. The Purchaser shall have fulfilled or complied performed in all material respects with each of the obligations and all covenants of the Purchaser contained in this Agreement to be fulfilled or complied with performed by it on at or prior to Closing and the Effective Time, and Purchaser shall have delivered a certificate of a senior officer confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Dateforegoing.

Performance of Covenants. The Purchaser shall have fulfilled performed or complied with, in all material respects with each respects, all of the obligations obligations, covenants and covenants of the Purchaser contained agreements in this Agreement to be fulfilled performed or complied with by it on the Purchaser at or prior to the Effective Time, and shall have delivered a certificate confirming same to the Company, executed by two senior officers Time of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective DateClosing.

Performance of Covenants. The Each of Purchaser shall have and Guarantor has fulfilled or complied in all material respects with each of the obligations and covenants of the Purchaser and Guarantor, as applicable, contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and shall have has delivered a certificate confirming same to the CompanyCorporation, executed by two (2) senior officers of the Purchaser or Guarantor, as applicable (in each case without personal liability) ), addressed to the Company Corporation and dated the Effective Date.

Performance of Covenants. The Purchaser shall will have complied with Section 2.9 and will have fulfilled or complied with all other covenants in all material respects with each of the obligations and covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it them on or prior to the Effective Time, and the Purchaser shall have delivered a certificate confirming same to the Company, executed by two senior officers or directors of the Purchaser (in each case without personal liability) addressed to the Company and ), dated the Effective Date.

Performance of Covenants. The Purchaser shall have fulfilled or complied in all material respects performed or complied with each and all of the obligations obligations, covenants, agreements and covenants of the Purchaser contained in this Agreement conditions required to be fulfilled performed or complied with by it Purchaser on or prior to the Effective Time, and shall have delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Closing Date.

Performance of Covenants. The Purchaser shall have fulfilled fulfilled, performed or complied with in all material respects with each of the obligations and all material covenants of the Purchaser contained in this Agreement and in any Acquisition Agreement to which it is a party to be fulfilled fulfilled, performed or complied with by it on at or prior to Closing and the Effective Time, and Purchaser shall have executed and delivered a certificate confirming same of a senior officer to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Datethat effect.

Performance of Covenants. The Purchaser shall have fulfilled or performed and complied in all material respects with each of the obligations obligation, agreement and covenants of the Purchaser contained covenant in this Agreement required to be fulfilled performed or complied with by it on under this Agreement or any other agreement or document contemplated by this Agreement at or prior to the Effective Time, and Closing. The Purchaser shall have delivered to the Vendor and the Company at the Closing a certificate confirming same certificate, duly executed by a senior officer of the Purchaser, acceptable to the Vendor and the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed acting reasonably, to the Company and dated the Effective Datesuch effect.

Performance of Covenants. The Purchaser shall have fulfilled performed and satisfied its obligations required or complied in all material respects with each of the obligations and covenants of the Purchaser contained in contemplated by this Agreement and the Related Documents to be fulfilled or complied with by it on or performed and satisfied prior to the Effective TimeClosing, and the Purchaser shall have delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated a certificate certifying as to the Effective Datematters described in this Section 6.3(b), signed by the President, Chief Executive Officer or other senior executive officer of the Purchaser.

Performance of Covenants. The Purchaser shall have fulfilled performed or complied in all material respects with each of the all covenants, agreements and obligations and covenants of the Purchaser contained in required by this Agreement to be fulfilled performed or complied with by it Purchaser on or prior to the Effective Time, and shall have delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Closing Date.

Performance of Covenants. The Purchaser shall will have complied with Section 2.8 and will have fulfilled or complied with all other covenants in all material respects with each of the obligations and covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it them on or prior to the Effective Time, and shall have delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Date.Time.‌

Performance of Covenants. The Purchaser shall have fulfilled or performed and complied in all material respects with each of the obligations obligation, agreement and covenants of the Purchaser contained covenant in this Agreement required to be fulfilled performed or complied with by it on under this Agreement or any other agreement or document contemplated by this Agreement at or prior to the Effective Time, and Closing. The Purchaser shall have delivered a certificate confirming same to the CompanyVendor at the Closing a certificate, duly executed by two senior officers of the Purchaser (in each case without personal liability) addressed Purchaser, to the Company and dated the Effective Datesuch effect.

Performance of Covenants. The Purchaser shall have fulfilled or complied performed in all material respects (but without regard to any qualifications with each of the obligations and respect to materiality contained therein) all covenants of the Purchaser contained in this Agreement to be fulfilled or complied with performed by it on at or prior to the Effective TimeClosing, and the Purchaser shall have delivered a certificate of a senior officer confirming same to the Company, executed by two senior officers of the Purchaser foregoing. (in each case without personal liability) addressed to the Company and dated the Effective Date.d)

Performance of Covenants. The Purchaser shall have fulfilled or timely performed all covenants and obligations and timely complied in with all material respects with each conditions required of Purchaser by this Agreement, including, without limitation, payment to Sellers of the obligations and covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and shall have delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective DatePurchase Price.

Performance of Covenants. The Purchaser shall have fulfilled or complied in all material respects with each of the obligations and covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and the Purchaser shall have delivered a certificate confirming same to the CompanyTarget, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company Target and dated the Effective Date.

Performance of Covenants. The Purchaser shall and AcquireCo have fulfilled or complied in all material respects with each all of the obligations and covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it Purchaser and AcquireCo on or prior to the Effective Time, and shall have Purchaser has delivered a certificate confirming same to the Company, executed by two (2) senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Date.

Performance of Covenants. The Purchaser shall have fulfilled or complied in with all material respects with each of the obligations and covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it on at or prior to the Effective Time, Closing and the Purchaser shall have delivered a certificate confirming same signed on its behalf by a senior officer to that effect. The receipt of such certificate and the Company, executed Closing shall not constitute a waiver by two senior officers the Vendor of the covenants of the Purchaser (which are contained in each case without personal liability) addressed to the Company and dated the Effective Date.this Agreement;

Performance of Covenants. The Purchaser shall have fulfilled or performed, satisfied and complied in all material respects with each of the all covenants, agreements, obligations and covenants of the Purchaser contained in conditions under this Agreement and under the other Purchaser Documents which are to be fulfilled performed, satisfied or complied with by it on Purchaser at or prior to the Effective Time, and shall have delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective DateClosing.

Performance of Covenants. The Purchaser shall have fulfilled or performed and complied in with all material respects with each of the obligations and covenants of the Purchaser contained in this Agreement to be fulfilled performed or complied with by it on at or prior to the Effective Time, Closing Date and the Purchaser shall have delivered to the Owners and the Company a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Datesuch effect.

Performance of Covenants. The Purchaser shall have fulfilled or complied in all material respects with each of the obligations and all covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it on at or prior to the Effective Time, Closing Date and Purchaser shall have executed and delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed Vendor Purchaser’s Closing Certificate to the Company and dated the Effective Datethat effect.

Performance of Covenants. The Purchaser shall have fulfilled or performed and complied in all material respects with each of the obligations all covenants, agreements and covenants of the Purchaser contained in conditions required by this Agreement to be fulfilled or performed and complied with by it Purchaser on or prior to the Effective Time, and Closing; Purchaser shall have delivered all documents, certificates and instruments required to be delivered by Purchaser under the terms of this Agreement; and Purchaser shall have delivered to Seller a duly executed officer’s certificate confirming same to the Company, executed by two senior officers of the Purchaser (such effect in each case without personal liability) addressed to the Company and dated the Effective Dateaccordance with Section 6.03(c).

Performance of Covenants. The Purchaser shall have fulfilled or complied in with all material respects with each of the obligations and covenants of the Purchaser contained in this Agreement and in any Ancillary Agreement required to be fulfilled or complied with by it on at or prior to the Effective Time, and shall have delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective DateClosing.

Performance of Covenants. The Purchaser shall have fulfilled or performed and complied in all material respects with each of all agreements and obligations required by the obligations and covenants of the Purchaser contained in this Agreement Transfer Documents to be fulfilled performed or complied with by it on or Purchaser prior to or at the Effective Time, and shall have delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective DateClosing.

Performance of Covenants. The Purchaser shall have has fulfilled or complied in all material respects with each of the obligations and covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and shall have the Purchaser has delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Date.

Performance of Covenants. The Purchaser shall must have fulfilled or complied complied, in all material respects respects, with each of the obligations and all covenants of the Purchaser contained in this Agreement required to be fulfilled or complied with by it on at or prior to the Effective Time, Closing. The Purchaser shall also have executed and shall have delivered a certificate confirming same to the Companyforegoing, executed signed by two a senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Dateofficer.

Performance of Covenants. The Purchaser shall have fulfilled fulfilled, performed or complied in on all material respects with each of the obligations and all covenants of the Purchaser contained in this Agreement to be fulfilled fulfilled, performed or complied with by it on at or prior to Closing and the Effective Time, and Purchaser shall have executed and delivered a certificate confirming same of a senior officer to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Datethat effect.

Performance of Covenants. The Purchaser shall have fulfilled fulfilled, performed or complied in with all material respects with each of the obligations and covenants of the Purchaser contained in this Agreement and in any Transaction Document to which it is a party to be fulfilled fulfilled, performed or complied with by it on at or prior to the Effective Time, Closing and Purchaser shall have executed and delivered a certificate confirming same of a senior officer to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Datethat effect.

Performance of Covenants. The Purchaser shall have fulfilled or performed in all material respects all obligations and agreements, and complied in all material respects with each of the obligations all covenants and covenants of the Purchaser conditions, contained in this Agreement to be fulfilled performed or complied with by it on or Purchaser prior to or at the Effective Time, and shall have delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Closing Date.

Performance of Covenants. The Purchaser shall have has fulfilled or complied in all material respects with each of the obligations and covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and shall have the Purchaser has delivered a certificate confirming same to the CompanyCorporation, executed by two a senior officers officer of the Purchaser (in each case without personal liability) addressed to the Company Corporation and dated the Effective Date.

Performance of Covenants. The Purchaser shall have fulfilled or complied in all material respects performed or complied with each and all of the obligations obligations, covenants, agreements and covenants of the Purchaser contained in this Agreement conditions required to be fulfilled performed or complied with by it on or prior to the Effective TimeClosing Date, including but not limited to Section 2.11 (except to the extent limited or qualified by materiality or Material Adverse Effect, in which event such applicable obligations, covenants, agreements and conditions shall have delivered a certificate confirming same to been performed or complied with in all respects in accordance with the Company, executed by two senior officers terms of the Purchaser (in each case without personal liability) addressed to the Company applicable obligations, covenants, agreements and dated the Effective Dateconditions).

Performance of Covenants. The Purchaser shall have has fulfilled or complied in all material respects with each of the obligations and covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it them on or prior to the Effective Time, and shall have the Purchaser has delivered a certificate confirming same to the CompanyCorporation, executed by two a senior officers officer of the Purchaser (in each case without personal liability) addressed to the Company Corporation and dated the Effective Date.. (3)

Performance of Covenants. The Purchaser shall have fulfilled or performed ------------------------ and complied in all material respects with each of the obligations all covenants and covenants of the Purchaser agreements contained in this Agreement that are required to be fulfilled performed or complied with by it on at or prior to the Effective TimeClosing, and APL shall have delivered received a certificate confirming same to certificate, dated the CompanyClosing, executed by two senior officers of an executive officer of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Datethat effect.

Performance of Covenants. The Purchaser shall have fulfilled or performed and complied in with all material respects with each of the obligations and covenants of the Purchaser contained in this Agreement to be fulfilled performed or complied with by it on them at or prior to the Effective Time, Closing Date and the Purchaser shall have delivered to the Members and the Company a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Datesuch effect.

Performance of Covenants. The Purchaser shall have fulfilled performed or complied with, in all material respects with each respects, all of the obligations obligations, covenants and covenants of the Purchaser contained agreements in this Agreement to be fulfilled performed or complied with by it on the Purchaser at or prior to the Effective Time, Time of Closing. The Purchaser shall not be in material breach of any covenant on its part contained in this Agreement and shall have delivered to the Vendor at the Time of Closing a certificate confirming same to the Company, duly executed by two an authorized senior officers officer of the Purchaser (in each case without personal liability) addressed Purchaser, to the Company and dated the Effective Datesuch effect.

Performance of Covenants. The Purchaser shall have fulfilled or performed and complied in all material respects with each of the obligations all covenants and covenants of the Purchaser agreements contained in this Agreement that are required to be fulfilled performed or complied with by it on at or prior to the Effective TimeClosing, and the Sellers shall have delivered received a certificate confirming same to certificate, dated as of the CompanyClosing Date, executed by two senior officers an executive officer, vice president or the chief financial officer of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Datethat effect.

Performance of Covenants. The Purchaser shall have fulfilled or complied complied, in all material respects respects, with each of the all agreements, covenants and obligations and covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it on at or prior to the Effective Time, and shall have delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective DateClosing.

Performance of Covenants. The Purchaser shall have fulfilled or performed and complied with in all material respects with each all of the its covenants, agreements and obligations and covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it performed on or prior to the Effective Time, and Closing Date. The Purchaser shall have delivered a certificate confirming same delivered, or caused to be delivered, to the Company, executed by two senior officers of Vendor all the Purchaser (deliveries set forth in each case without personal liability) addressed to the Company and dated the Effective DateSection 2.5(a)(i).

Performance of Covenants. The Purchaser shall have fulfilled or performed and complied in all material respects with each of the obligations obligation, agreement and covenants of the Purchaser contained covenant in this Agreement required to be fulfilled performed or complied with by it on under this Agreement or any other agreement or document contemplated by this Agreement at or prior to the Effective Time, and Closing. The Purchaser shall have delivered a certificate confirming same to the Company, Vendors at the Closing a duly executed by two senior officers of the Purchaser (in each case without personal liability) addressed certificate to the Company and dated the Effective Datesuch effect.

Performance of Covenants. The Purchaser shall have fulfilled or complied complied, in all material respects respects, with each of the obligations and all covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it on at or prior to the Effective TimeClosing, and shall the Purchaser will have delivered a certificate confirming same to the Company, executed by two a senior officers of the Purchaser (in each case without personal liability) addressed officer to the Company and dated the Effective Datethat effect.

Performance of Covenants. The Purchaser shall have has fulfilled or complied in all material respects with each of the obligations and covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and shall have has delivered a certificate confirming same to the CompanyCorporation, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company Corporation and dated the Effective Date.

Performance of Covenants. The Purchaser shall have fulfilled or complied performed in all material respects with each of the obligations and all covenants of the Purchaser contained in this Agreement and in any other Transaction Document to which it is a party to be fulfilled or complied with performed by it on at or prior to Closing and the Effective Time, and Purchaser shall have delivered a certificate of a senior officer confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Dateforegoing.

Performance of Covenants. The Purchaser shall will have fulfilled performed or complied in all material respects with each of the all covenants, agreements and obligations and covenants of the Purchaser contained in required by this Agreement to be fulfilled performed or complied with by it Purchaser on or prior to the Effective Time, and shall have delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Closing Date.

Performance of Covenants. The Purchaser shall must have fulfilled fulfilled, or complied with, in all material respects with each of the obligations and respects, all covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it on at or prior to Closing and the Effective Time, and shall have delivered Vendor receive a certificate confirming same to the Company, executed by two of a senior officers officer of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Datethat effect.

Performance of Covenants. The Purchaser shall have has fulfilled or complied in all material respects with each of the obligations and covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time, Time and shall have the Purchaser has delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Date.

Performance of Covenants. The Purchaser shall have fulfilled or complied complied, in all material respects respects, with each of the obligations and all covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it on at or prior to the Effective Time, and shall have delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective DateClosing.

Performance of Covenants. The Purchaser shall have fulfilled or complied performed in all material respects (but without regard to any qualifications with each of the obligations and respect to materiality contained therein) all covenants of the Purchaser contained in this Agreement to be fulfilled or complied with performed by it on at or prior to the Effective TimeClosing, and the Purchaser shall have delivered a certificate of a senior officer confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Dateforegoing.

Performance of Covenants. The Purchaser shall have fulfilled or duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the obligations and covenants of the Purchaser contained in this Agreement other Transaction Documents to be fulfilled performed or complied with by it on or prior to before the Effective Time; provided that, with respect to agreements, covenants and conditions that are qualified by materiality, the Purchaser shall have delivered a certificate confirming same to the Companyperformed such agreements, executed by two senior officers of the Purchaser (covenants and conditions, as so qualified, in each case without personal liability) addressed to the Company and dated the Effective Dateall respects.

Performance of Covenants. The Purchaser shall have fulfilled or complied with in all material respects with each of the obligations and all covenants of the Purchaser contained in this Agreement and in any Ancillary Agreement to be fulfilled or complied with by it on at or prior to Closing and the Effective Time, and Purchaser shall have delivered a certificate confirming same signed by a senior officer on its behalf to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Datethat effect.

Performance of Covenants. The Purchaser shall have fulfilled or duly performed and complied in all material respects with each of the obligations covenant and covenants of the Purchaser contained in this Agreement agreement required to be fulfilled performed or complied with by it on under this Agreement, in each case, as and when required to be performed or complied with by it prior to or on the Effective Time, and shall have delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Completion Date.

Performance of Covenants. The Purchaser shall have has fulfilled or complied in all material respects with each of the obligations and its covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time, Time and shall have the Purchaser has delivered a certificate confirming same to the Company, executed by two (2) senior officers of the Purchaser thereof (in each case without personal liability) addressed to the Company and dated the Effective Date.

Performance of Covenants. The Purchaser shall will have complied with Section 2.10 and will have fulfilled or complied with all other covenants in all material respects with each of the obligations and covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it them on or prior to the Effective Time, and shall have delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Date.

Performance of Covenants. The Purchaser shall have fulfilled or complied in with all material respects with each of the obligations and covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it on Purchaser in all material respects at or prior to the Effective TimeClosing, and Purchaser shall have executed and delivered a certificate confirming same of a senior officer to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Date.that effect;

Performance of Covenants. The Purchaser shall have fulfilled or performed in all material respects all obligations and agreements, and complied in all material respects with each of the obligations and covenants of the Purchaser all covenants, contained in this Agreement to be fulfilled performed or complied with by it on or prior to or at the Effective Time, and shall have delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Closing Date.

Performance of Covenants. The Purchaser shall must have fulfilled or complied with, in all material respects with each of the obligations and respects, all covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it on at or prior to Closing and the Effective Time, and shall have delivered Vendor must receive a certificate confirming same to the Company, executed by two of a senior officers officer of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Datethat effect.

Performance of Covenants. The Purchaser shall have fulfilled or complied in with all material respects with each of the obligations and covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it on at or prior to the Effective Time, Closing and the Purchaser shall have executed and delivered a certificate confirming same of a senior officer to that effect. The receipt of such certificate and the Company, executed Closing shall not constitute a waiver by two senior officers the Vendors of the covenants of the Purchaser (which are contained in each case without personal liability) addressed to the Company and dated the Effective Date.this Agreement;

Performance of Covenants. The Purchaser shall have fulfilled or complied in with all material respects with each of the obligations and covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it on them at or prior to the Effective TimeClosing, and the Purchaser, on behalf of itself, shall have executed and delivered a certificate confirming same of a senior officer to that effect. The receipt of such certificate and the Company, executed Closing shall not constitute a waiver by two senior officers CoinAnalyst of any of the covenants of the Purchaser (contained in each case without personal liability) addressed to the Company and dated the Effective Datethis Agreement.

Performance of Covenants. The Purchaser shall have fulfilled fulfilled, performed or complied with in all material respects with each of the obligations and all covenants of the Purchaser or other agreements contained in this Agreement to be fulfilled fulfilled, performed or complied with by it on at or prior to the Effective TimeClosing, and the Purchaser shall have executed and delivered a certificate confirming same of a senior officer to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Datethat effect.

Performance of Covenants. The Purchaser shall will have fulfilled fulfilled, performed or complied in with all material respects with each of the obligations and covenants of the Purchaser contained in this Agreement and in any Ancillary Agreement required by it to be fulfilled fulfilled, performed or complied with by it on at or prior to before the Effective Closing Time, and shall the Purchaser will have executed and delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Datethat effect.

Performance of Covenants. The Purchaser shall have fulfilled or performed and complied in all material respects with each of the obligations all covenants and covenants of the Purchaser agreements contained in this Agreement that are required to be fulfilled performed or complied with by it on at or prior to the Effective TimeClosing. In addition, and the Seller Representative shall have delivered received a certificate confirming same to the Companycertificate, executed by two senior officers dated as of the Purchaser Closing Date, of a duly authorized officer of the Purchaser, affirming that the condition set forth in this paragraph (in each case without personal liabilityb) addressed to the Company and dated the Effective Datehas been satisfied.

Performance of Covenants. The Purchaser shall have fulfilled or performed and complied in all material respects with each of the obligations all covenants and covenants of the Purchaser agreements contained in this Agreement that are required to be fulfilled performed or complied with by it on at or prior to the Effective TimeClosing, and the Selling Stockholders shall have delivered received a certificate confirming same to certificate, dated the CompanyClosing, executed by two senior officers of an executive officer of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Datethat effect.

Performance of Covenants. The Purchaser shall have fulfilled or performed in all material respects all their respective obligations and agreements, and shall have complied in all material respects with each all of the obligations their respective covenants and covenants of the Purchaser conditions, contained in this Agreement to be fulfilled performed or complied with by it on or prior to or at the Effective Time, and shall have delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective Closing Date.

Performance of Covenants. The Purchaser shall have fulfilled or complied complied, in all material respects respects, with each of the obligations and all covenants of the Purchaser contained in this Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to this Agreement to be fulfilled or complied with by it on at or prior to the Effective Time, and shall have delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Company and dated the Effective DateClosing.