Performance by the Purchaser Clause Samples

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 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. 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 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. On or before Closing Date, ---------------------------- Purchaser shall have performed and complied with all agreements and conditions required by this Agreement.

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. The Purchaser may, but is not obligated to, perform or attempt to perform any Contractual Obligation of any Grantor contained herein with or without prior written notice to such Grantor. If any material part of the Collateral becomes the subject of any Proceeding and any such Grantor fails to defend fully such Proceeding and to protect such Grantor’s and Purchaser Parties’ rights in such Collateral in good faith, the Purchaser may, at its option but at Grantors’ cost, elect to defend and control the defense of such litigation or other proceeding, and may (i) select and retain counsel, (ii) determine whether settlement shall be offered or accepted, and (iii) determine and negotiate all settlement terms.

Performance by the Purchaser. Such Purchaser shall have ---------------------------- performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by it at or prior to the Closing. (b) Conditions Precedent to the Obligation of a Purchaser to Purchase ----------------------------------------------------------------- the Shares and Warrants. The obligation of a Purchaser to acquire and pay for ----------------------- the Shares and the Warrants to be acquired by it hereunder is subject to the satisfaction or waiver by such Purchaser, at or before the Closing, of each of the following conditions:

Performance by the Purchaser. The Purchaser shall have performed and complied with all of their covenants hereunder through the Closing, including without limitation payment of the Purchase Price at Closing.