Common use of CONDITIONS AND AGREEMENTS Clause in Contracts

CONDITIONS AND AGREEMENTS. Upon fulfillment or receipt of all of the following, as the case may be, this Eleventh Amendment will on the Effective Date become effective: (a) executed counterparts of this Eleventh Amendment, duly executed by the Company and the Purchaser, have been delivered to the Purchaser; (b) the representations and warranties of the Company set forth in Section 4 of this Eleventh Amendment will be true and correct on and with respect to the date hereof; (c) the Company has obtained any consents or approvals required to be obtained from any holder or holders of any outstanding security of the Company and any amendments of agreements pursuant to which any security may have been issued which will be necessary to permit the consummation of the transactions contemplated by this Eleventh Amendment; and (d) a waiver fee in the amount of $33,333.33 by wire transfer in immediately available funds to the account specified on Schedule 1 to the Note Agreement.