Vendor’s Compliance and Deliverables. The Vendor shall have performed and complied with all of the terms and conditions in this Agreement on its part to be performed or complied with at or before the Closing Time and shall have executed and delivered or caused to have been executed and delivered to the Purchaser at the Closing all the documents contemplated in Section 4.2 and elsewhere in this Agreement.
Vendor’s Compliance and Deliverables. The Vendor shall have performed and complied in all material respects with all of the terms, covenants and conditions in this Agreement on its part to be performed or complied with at or before the Closing Time, including, for the avoidance of doubt, delivery of the items referenced in Section 4.2, provided that in respect of the Closing Date, to the extent any such terms, covenants and conditions of the Vendor contain any materiality qualification, such terms, covenants and conditions are performed or complied with in all material respects without regard to such qualification.
Vendor’s Compliance and Deliverables. The Vendor shall have performed and complied with all of the terms and conditions in this Agreement on its part to be performed or complied with at or before the Closing Time and shall have executed and delivered or caused to have been executed and delivered to the Purchaser at the Closing a general conveyance and assumption of liabilities agreement substantially in the form of Exhibit A, customer Consents to the satisfaction of the Purchaser, employment agreements with X. Xxxxxx and Xxxxxx Xxxxxxx and Xx Xxxxxx, in the form of Exhibit D, which such employment agreements shall include non-competition covenants, non-competition agreements with the Vendor and Principals in the form of Exhibit E, and a transition services agreement in respect of the Vendor’s United States Lease in the form of Exhibit G, evidence of corporate proceedings having been taken, evidence of filings to be made by Vendor at the Closing changing its name to something other than InfoTrellis, and all such other assurances, consents, agreements, elections, documents and instruments, including a bring-down certificate of a senior officer of the Vendor confirming the truth of the representations and warranties in Section 2.1, as may be contemplated by this Agreement or as reasonably required by the Purchaser to complete the transactions provided for in this Agreement, all of which shall be in form and substance satisfactory to the Purchaser, acting reasonably.
Vendor’s Compliance and Deliverables. Each of the Vendor Parties shall have performed and complied with all of the terms and conditions in this Agreement on his, her or its part to be performed or complied with at or before the Closing and shall have executed and delivered or caused to have been executed and delivered to HTC at the Closing:
(a) copies of the Cayman Merger Documents that have been fully executed where necessary by the Vendor Parties;
(b) the minute books and other records of the Merger Sub;
(c) Employment Agreements between Voyager Digital Holdings, Inc. and (i) Ethos Party 1, Ethos Party 2, Ethos Party 3, respectively, each in the form of Xxxxxxx X- 0, and (ii) and , respectively, each in the form of Exhibit A-2;
(d) employment agreements with the parties named in Schedule 5.7(1);
(e) an Investor Rights and Governance Agreement among Voyager and the Ethos Parties in the form of Exhibit B;
(f) the Escrow Agreement;
(g) evidence of corporate proceedings having been taken;
(h) a bring-down certificate executed by a senior officer of the Merger Sub, a senior officer of the Vendor and a senior officer of Amano confirming the truth of the representations and warranties in Section 2.1; and
(i) all such other assurances, consents, agreements, documents and instruments as may be contemplated by this Agreement or as reasonably required by HTC to complete the transactions provided for in this Agreement, all of which shall be in form and substance satisfactory to HTC, acting reasonably.
Vendor’s Compliance and Deliverables. GCL shall have performed and complied, in all material respects, with, or caused to be performed and complied, in all material respects, with, all of the terms and conditions in this Agreement on its part to be performed or complied with at or before the Closing Time and shall have executed and delivered or caused to have been executed and delivered to the Purchaser at the Closing all the documents contemplated in Section 4.2 and elsewhere in this Agreement.
Vendor’s Compliance and Deliverables. The Vendor shall have performed and complied with all of the terms and conditions in this Agreement on its part to be performed or complied with at or before the Closing Time and shall have executed and delivered or caused to have been executed and delivered to the Purchaser at the Closing a general conveyance and assumption of liabilities agreement substantially in the form of Exhibit A, customer Consents to the satisfaction of the Purchaser, the elections referred to in Section 1.12 and Section 1.13, employment agreement with X. Xxxxx in the form of Exhibit D, employment agreements with Rayson Ho, Xxxx Xxxxxxxx, Xxxxxxx Xxx and Xxxxxxxx Xxxxxxxxxxxx in the form of Exhibit E, which such employment agreements shall include non-competition covenants, non-competition agreements with the Vendor and Principals in the form of Exhibit F, a transition services agreement in respect of the Vendor’s Canadian Lease in the form of Exhibit H, an equity support commitment agreement in respect of payment of the Deferred Amount in the form of Exhibit I, evidence of corporate proceedings having been taken, evidence of filings to be made by Vendor at the Closing changing its name to something other than InfoTrellis, and all such other assurances, consents, agreements, elections, documents and instruments, including a bring-down certificate of a senior officer of the Vendor confirming the truth of the representations and warranties in Section 2.1, as may be contemplated by this Agreement or as reasonably required by the Purchaser to complete the transactions provided for in this Agreement, all of which shall be in form and substance satisfactory to the Purchaser, acting reasonably.
Vendor’s Compliance and Deliverables. The Vendor shall have performed and complied with all of the terms and conditions in this Agreement on its part to be performed or complied with at or before the Closing Time and shall have executed and delivered or caused to have been executed and delivered to the Purchaser at the Closing all Consents, evidence of corporate proceedings having been taken and all such other assurances, consents, agreements, elections, documents and instruments, including a bring-down certificate of a senior officer of the Vendor confirming the truth of the representations and warranties in Section 3.1, as may be contemplated by this Agreement or as reasonably required by the Purchaser to complete the transactions provided for in this Agreement, all of which shall be in form and substance satisfactory to the Purchaser, acting reasonably.
Vendor’s Compliance and Deliverables. The Vendor shall have performed and complied with all of the terms and conditions in this Agreement on its part to be performed or complied with at or before the Closing Time and shall have executed and delivered or caused to have been executed and delivered to the Purchaser at the Closing:
(a) a general conveyance and assumption of liabilities agreement,
(b) evidence of corporate proceedings having been taken by the Vendor to approve this Agreement and the Transaction;
(c) a bring-down certificate of a senior officer of the Vendor confirming the truth of the representations and warranties in Section 2.1; and
(d) all other assurances, consents, agreements, elections, documents and instruments as may be contemplated by this Agreement or as reasonably required by the Purchaser to complete the transactions provided for in this Agreement, all of which shall be in form and substance satisfactory to the Purchaser, acting reasonably.
Vendor’s Compliance and Deliverables. The Vendor shall have performed and complied with all of the terms and conditions in this Article 3 on its part to be performed or complied with at or before the Option Closing Time in all material respects and shall have executed and delivered or caused to have been executed and delivered to the Purchaser at the Option Closing all the documents contemplated in Section 3.2 and the Contribution Agreement.
Vendor’s Compliance and Deliverables. The Vendors and Abba Medix shall have performed and complied in all material respects with all of the terms and conditions in this Agreement on their part to be performed or complied with at or before the Closing Time and shall have executed and delivered or caused to have been executed and delivered to Saratoga at the Closing all the documents contemplated in Section 8.2 and elsewhere in this Agreement in a form and substance acceptable to Saratoga, acting reasonably and Saratoga shall have received a certificate of the Vendors’ Representative addressed to Saratoga and dated as of the Closing Time, signed on behalf of the Vendors and Abba Medix by the President or other senior officer of the Vendors’ Representative (on behalf of the Vendors and Abba Medix and without personal liability), confirming the same as at the Closing Date.
