Common use of PIPE Investments Clause in Contracts

PIPE Investments. ARYA has made available to Amber GT Parent true, correct and complete copies of the PIPE Subscription Agreements (each as in effect as of the date hereof). As of the date of this Agreement, the PIPE Subscription Agreements (a) are in full force and effect without amendment or modification, (b) are the valid, binding and enforceable obligations of ARYA (or its applicable Affiliate) and, to the knowledge of ARYA, each other party thereto (except, in any case, as may be limited by Remedies Exceptions) and (c) have not been withdrawn, terminated or rescinded in any respect. There are no other Contracts between ARYA and any PIPE Investor relating to any PIPE Subscription Agreement that would reasonably be expected to affect the obligations of the PIPE Investors to contribute to ARYA the applicable portion of the PIPE Investment set forth in the PIPE Subscription Agreements. As of the date hereof, assuming (i) the accuracy of the representations and warranties contained in Article III and Article IV, and with respect to each PIPE Investor (other than the Perceptive PIPE Investor), the representations and warranties of each PIPE Investor in the applicable PIPE Subscription Agreement, in each case, in all material respects, and (ii) the performance or compliance by the Amber Entities of their respective covenants, agreements and obligations to be performed or complied with at or prior to the Closing hereunder and, with respect to each PIPE Investor (other than the Perceptive PIPE Investor), the performance by each PIPE Investor of its covenants, agreements and obligations under the applicable PIPE Subscription Agreement, in each case, in all material respects (x) to the knowledge of ARYA, no facts or circumstances exist that would reasonably be expected to result in any of the conditions set forth in any PIPE Subscription Agreement not being satisfied or the PIPE Investment not being available to ARYA, on the Closing Date, (y) no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of ARYA under any material term or condition of any PIPE Subscription Agreement and (y) ARYA has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition to be satisfied by it contained in any PIPE Subscription Agreement. The PIPE Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement or the Additional Agreements) to the obligations of the PIPE Investors to contribute to ARYA the applicable portion of the PIPE Investment set forth in the PIPE Subscription Agreements on the terms therein.

PIPE Investments. ARYA Parent has made available to Amber GT Parent the Company true, correct and complete copies of the PIPE Subscription Agreements (each as in effect as of the date hereof)Agreements. As of the date of this Agreement, the PIPE Subscription Agreements (a) are in full force and effect without amendment or modification, (b) are the valid, binding and enforceable obligations of ARYA Parent (or its applicable Affiliate) and, to the knowledge Knowledge of ARYAParent, each other party thereto (except, in any case, as may be limited by Remedies ExceptionsBankruptcy and Equity Exception) and (c) have not been withdrawn, terminated or rescinded in any respect. The PIPE Investment, together with the amount in the Parent Trust Account at the Closing, will be in the aggregate sufficient to enable Parent to (a) pay all cash amounts required to be paid by Parent under or in connection with this Agreement and (b) pay any and all Transaction Expenses. There are no other Contracts between ARYA Parent and any PIPE Investor relating to any PIPE Subscription Agreement Agreement, that would reasonably be expected to affect the obligations of the PIPE Investors to contribute to ARYA Parent the applicable portion of the PIPE Investment set forth in the PIPE Subscription Agreements. As of the date hereof, assuming (i) the accuracy of the representations and warranties contained in Article III and Article IVand, and with respect to each PIPE Investor (other than the Perceptive PIPE Investor), the representations and warranties of each PIPE Investor in the applicable PIPE Subscription Agreement, in each case, in all material respects, and (ii) the performance or compliance by the Amber Entities of their respective covenants, agreements and obligations to be performed or complied with at or prior to the Closing hereunder and, with respect to each PIPE Investor (other than the Perceptive PIPE Investor), the performance by each PIPE Investor Knowledge of its covenants, agreements and obligations under the applicable PIPE Subscription Agreement, in each case, in all material respects (x) to the knowledge of ARYAParent, no facts or circumstances exist that would may reasonably be expected to result in any of the conditions set forth in any PIPE Subscription Agreement not being satisfied satisfied, or the PIPE Investment not being available to ARYAParent, on the Closing Date, (y) no . No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of ARYA Parent under any material term or condition of any PIPE Subscription Agreement and (y) ARYA and, as of the Execution Date, Parent has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition of Closing to be satisfied by it contained in any PIPE Subscription Agreement. The PIPE Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement or the Additional AgreementsTransaction Documents) to the obligations of the PIPE Investors to contribute to ARYA Parent the applicable portion of the PIPE Investment set forth in the PIPE Subscription Agreements on the terms therein.

PIPE Investments. ARYA Parent has made available to Amber GT Parent the Company prior to the Execution Date true, correct and complete copies of the PIPE Subscription Agreements (each as in effect as of the date hereof)Agreements. As of the date of this AgreementExecution Date, the PIPE each Subscription Agreements Agreement (a) are is in full force and effect without amendment or modification, ; (b) are is the valid, binding and enforceable obligations obligation of ARYA (Parent or its applicable Affiliate) Affiliate and, to the knowledge Knowledge of ARYAParent, each other party thereto (except, in any case, as may be limited by Remedies Exceptions) Bankruptcy and Equity Exception); and (c) have not been withdrawn, terminated or rescinded in any respect. There are no other Contracts between ARYA Parent and any PIPE Investor relating to any PIPE Subscription Agreement Agreement, that would reasonably be expected to affect the obligations of the PIPE Investors to contribute to ARYA Parent the applicable portion of the PIPE Investment set forth in the PIPE Subscription Agreements. As of the date hereof, assuming (i) the accuracy of the representations and warranties contained in Article III and Article IVand, and with respect to each PIPE Investor (other than the Perceptive PIPE Investor), the representations and warranties of each PIPE Investor in the applicable PIPE Subscription Agreement, in each case, in all material respects, and (ii) the performance or compliance by the Amber Entities of their respective covenants, agreements and obligations to be performed or complied with at or prior to the Closing hereunder and, with respect to each PIPE Investor (other than the Perceptive PIPE Investor), the performance by each PIPE Investor Knowledge of its covenants, agreements and obligations under the applicable PIPE Subscription Agreement, in each case, in all material respects (x) to the knowledge of ARYAParent, no facts or circumstances exist that would may reasonably be expected to result in any of the conditions set forth in any PIPE Subscription Agreement not being satisfied satisfied, or the PIPE Investment not being available to ARYAParent, on the Closing Date, (y) no . No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of ARYA Parent, or to the Knowledge of Parent, on the part of any PIPE Investor, under any material term or condition of any PIPE Subscription Agreement and (y) ARYA Agreement, and, as of the Execution Date, Parent has no reason to believe that it will be unable to satisfy in all material respects respects, on a timely basis basis, any term or condition of Closing to be satisfied by it contained in any PIPE Subscription Agreement. The PIPE Subscription Agreements contain all of the conditions precedent (other than the conditions contained in this Agreement or the Additional AgreementsTransaction Documents) to the obligations of the PIPE Investors to contribute to ARYA Parent the applicable portion of the PIPE Investment set forth in the PIPE Subscription Agreements on the terms therein.