Common use of Conditions to Holder’s Obligations Clause in Contracts

Conditions to Holder’s Obligations. The willingness of the Holder to consent to and enter into this Amendment is subject to the satisfaction of the following conditions concurrently with the execution and delivery of this Amendment: (a) The Holder shall have received approving resolutions of the Board of Directors (or other appropriate governing body) of each of the Borrower, Holdings and the Guarantors, certified as of or immediately prior to the date hereof by the Secretary of the Borrower, Holdings and the Guarantors authorizing the execution and delivery by the Borrower, Holdings and the Guarantors of this Amendment and all documents referenced herein. The stockholders of Holdings shall have approved and authorized the execution and delivery by Holdings, the Borrower and the Guarantors of this Amendment and all documents referenced herein. (b) The Borrower, Holdings and the Guarantors shall have executed and delivered to the Holder, as applicable, (i) this Amendment, (ii) the Amended and Restated Senior Subordinated Note attached hereto as Annex B, (iii) the Warrant attached hereto as Annex C, and (iv) the Registration Rights Agreement attached hereto as Annex D. (c) The Holder shall have received a certificate of a Responsible Officer of each of the Borrower and Holdings as to the accuracy of the Borrower’s and Holdings’ representations and warranties in the Original Note Purchase Agreement in all material respects and in this Amendment and as to such other matters as the Holder may reasonably request. (d) The Holder shall have received the favorable written opinion of Xxxxxx Xxxxxxxx LLP, counsel to the Borrower and the Guarantors regarding, among other things, the issuance of the warrants, in form and substance reasonably satisfactory to the Holder. (e) This Amendment and all documents referenced herein or to be delivered in connection herewith shall be on terms reasonably satisfactory to Holder’s tax counsel. (f) The Borrower shall have paid to the Holder all outstanding legal and other out of pocket fees and expenses incurred relative to the Holder’s relationship with the Borrower and all costs and fees associated with this Amendment. (g) The Holder shall have received such other documents, certificates, instruments, and agreements from the Borrower as the Holder may reasonably request.

Conditions to Holder’s Obligations. The willingness of the Holder to consent to and enter into this Amendment is subject to the satisfaction of the following conditions concurrently with the execution and delivery of this Amendment: (a) The Holder shall have received approving resolutions of the Board of Directors (or other appropriate governing body) and the shareholders or members of each of the Borrower, Holdings and the Guarantors, certified as of or immediately prior to the date hereof by the Secretary of the Borrower, Holdings and the Guarantors authorizing the execution and delivery by the Borrower, Holdings and the Guarantors of this Amendment and all documents referenced herein. The stockholders of Holdings shall have approved and authorized the execution and delivery by Holdings, the Borrower and the Guarantors of this Amendment and all documents referenced herein. (b) The Borrower, Holdings and the Guarantors shall have executed and delivered to the Holder, as applicable, (i) this Amendment, (ii) the Amended and Restated Senior Subordinated Note attached hereto as Annex B, (iii) the Warrant attached hereto as Annex C, and (iv) the Registration Rights Agreement attached hereto as Annex D. (c) The Holder shall have received a certificate of a Responsible Officer of each of the Borrower and Holdings as to the accuracy of the Borrower’s and Holdings’ representations and warranties in the Original Note Purchase Agreement in all material respects and in this Amendment and as to such other matters as the Holder may reasonably request. (d) The Holder shall have received the favorable written opinion of Xxxxxx Xxxxxxxx & Xxxxx LLP, counsel to the Borrower and the Guarantors regarding, among other things, the issuance of the warrants, in form and substance reasonably satisfactory to the Holder. (e) This Amendment and all documents referenced herein or to be delivered in connection herewith shall be on terms reasonably satisfactory to Holder’s tax counsel. (f) The Borrower shall have paid to the Holder all outstanding legal and other out of pocket fees and expenses incurred relative to the Holder’s relationship with the Borrower and all costs and fees associated with this Amendment. (g) The Holder shall have received such other documents, certificates, instruments, and agreements from the Borrower as the Holder may reasonably request.

Conditions to Holder’s Obligations. The willingness Company understands that Holder’s obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture and the Warrant (I/N/O Holder or I/N/O Holder’s nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to consent a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to and enter into be performed by it pursuant to this Amendment is subject Agreement on or before the Closing Date, all of which shall be confirmed to Holder by delivery of the certificate of the chief executive officer of the Company to that effect; C. The Company shall have delivered to the satisfaction Holder a certificate of the following conditions concurrently with the execution and delivery of this Amendment: (a) The Holder shall have received approving resolutions Company executed by an officer of the Board of Directors (or other appropriate governing body) of each Company, dated as of the BorrowerClosing, Holdings and certifying the Guarantors, certified as of or immediately prior to the date hereof resolutions adopted by the Secretary Company’s board of the Borrower, Holdings and the Guarantors directors authorizing the execution and delivery by of the BorrowerDocuments, Holdings the issuance of the Securities, and the Guarantors transactions contemplated hereby, and copies of any required third party consents, approvals and filings required in connection with the consummation of the transactions contemplated by this Amendment and all documents referenced herein. The stockholders of Holdings shall have approved and authorized the execution and delivery by Holdings, the Borrower and the Guarantors of this Amendment and all documents referenced herein.Agreement; ___________________ Initials ____________________ Initials (b) The Borrower, Holdings and the Guarantors shall have executed and delivered to the Holder, as applicable, D. There not having occurred (i) this Amendmentany general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the Amended and Restated Senior Subordinated Note attached hereto as Annex Bdeclaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the Warrant attached hereto as Annex Ccommencement of a war, and armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the Registration Rights Agreement attached hereto as Annex D. (c) The Holder shall have received a certificate of a Responsible Officer of each case of the Borrower foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; E. There not having occurred any event or development, and Holdings as to the accuracy there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; F. There shall not be in effect any law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the Borrower’s and Holdings’ representations and warranties in the Original Note Purchase Agreement in all material respects and in transactions contemplated by this Amendment and as to such other matters as the Holder may reasonably request. (d) The Holder shall have received the favorable written opinion of Xxxxxx Xxxxxxxx LLP, counsel to the Borrower and the Guarantors regarding, among other things, the issuance of the warrants, in form and substance reasonably satisfactory to the Holder. (e) This Amendment and all documents referenced herein or to be delivered in connection herewith shall be on terms reasonably satisfactory to Holder’s tax counsel. (f) The Borrower shall have paid to the Holder all outstanding legal and other out of pocket fees and expenses incurred relative to the Holder’s relationship with the Borrower and all costs and fees associated with this Amendment. (g) The Holder shall have received such other documents, certificates, instruments, and agreements from the Borrower as the Holder may reasonably request.Agreement;

Conditions to Holder’s Obligations. The willingness Company understands that Holder's obligation to deliver to the Company all of the Wareforce Preferred Stock beneficially owned by the Holder on the Closing Date pursuant to consent this Agreement is conditioned upon: A. Delivery by the Company to Holder of evidence that the Certificate of Designation has been filed and enter into this Amendment is subject effective; B. Delivery by the Company to the satisfaction Holder of one or more certificates evidencing the Preferred Shares; C. The accuracy on the Closing Date of the following conditions concurrently with representations and warranties of the execution Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Holder by delivery of this Amendment: (a) The Holder shall have received approving resolutions the certificate of the Board of Directors (or other appropriate governing body) of each chief executive officer of the BorrowerCompany to that effect; D. Holder having received an opinion xx xxxxxel for the Company, Holdings dated the Closing Date, in form, scope and the Guarantors, certified as of or immediately prior substance reasonably satisfactorily to the date hereof by the Secretary of the Borrower, Holdings and the Guarantors authorizing the execution and delivery by the Borrower, Holdings and the Guarantors of this Amendment and all documents referenced herein. The stockholders of Holdings shall have approved and authorized the execution and delivery by Holdings, the Borrower and the Guarantors of this Amendment and all documents referenced herein. (b) The Borrower, Holdings and the Guarantors shall have executed and delivered to the Holder, as applicable, (i) this Amendment, (ii) the Amended and Restated Senior Subordinated Note attached hereto as Annex B, (iii) the Warrant attached hereto as Annex C, and (iv) the Registration Rights Agreement attached hereto as Annex D. (c) The Holder shall have received a certificate of a Responsible Officer of each of the Borrower and Holdings as to the accuracy matters set forth in Annex A; E. The Company shall have delivered to Holder reimbursement of Holder's out-of-pocket costs and expenses, whether or not accounted for or incurred in connection with the transactions contemplated by this Agreement (including the fees and disbursements of Holder's legal counsel), of $20,000; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the Borrower’s and Holdings’ representations and warranties in transactions contemplated by this Agreement; G. Delivery by the Original Note Purchase Agreement in all material respects and in this Amendment and as to such other matters as the Holder may reasonably request. (d) The Holder shall have received the favorable written opinion Company of Xxxxxx Xxxxxxxx LLP, counsel irrevocable instructions to the Borrower and the Guarantors regarding, among other things, the Company's transfer agent to reserve 4,000,000 shares of Common Stock for issuance of the warrantsConversion Shares; H. The Company shall have obtained all consents, in form approvals or waivers from governmental authorities and substance reasonably satisfactory third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Holder.Company; and (e) This Amendment and all documents referenced herein or to be delivered in connection herewith shall be on terms reasonably satisfactory to Holder’s tax counsel. (f) The Borrower shall have paid to the Holder all outstanding legal and other out of pocket fees and expenses incurred relative to the Holder’s relationship with the Borrower and all costs and fees associated with this Amendment. (g) The I. Holder shall have received such other additional documents, certificates, instrumentspayment, assignments, transfers and agreements from the Borrower other delivers, deliveries as the Holder it or its legal counsel may reasonably requestrequest and as are customary to effect a closing of the matters herein contemplated.

Conditions to Holder’s Obligations. The willingness Company understands that Holder’s obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture (I/N/O Holder or I/N/O Holder’s nominee) to consent Holder; B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and enter into the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Amendment is subject Agreement on or before the Closing Date, all of which shall be confirmed to Holder by delivery of the certificate of the chief executive officer of the Company to that effect; C. The Company shall have delivered to the satisfaction Holder a certificate of the following conditions concurrently with the execution and delivery of this Amendment: (a) The Holder shall have received approving resolutions Company executed by an officer of the Board of Directors (or other appropriate governing body) of each Company, dated as of the BorrowerClosing, Holdings and certifying the Guarantors, certified as of or immediately prior to the date hereof resolutions adopted by the Secretary Company’s board of the Borrower, Holdings and the Guarantors directors authorizing the execution and delivery by of the BorrowerDocuments, Holdings the issuance of the Securities, and the Guarantors transactions contemplated hereby, and copies of any required third party consents, approvals and filings required in connection with the consummation of the transactions contemplated by this Amendment and all documents referenced herein. The stockholders of Holdings shall have approved and authorized the execution and delivery by Holdings, the Borrower and the Guarantors of this Amendment and all documents referenced herein.Agreement; ______________ Initials ____________ Initials (b) The Borrower, Holdings and the Guarantors shall have executed and delivered to the Holder, as applicable, D. There not having occurred (i) this Amendmentany general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the Amended and Restated Senior Subordinated Note attached hereto as Annex Bdeclaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the Warrant attached hereto as Annex Ccommencement of a war, and armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the Registration Rights Agreement attached hereto as Annex D.case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; (c) E. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; F. There shall not be in effect any law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Holder Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; X. Xxxxxx shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a certificate of a Responsible Officer of each closing of the Borrower and Holdings as matters herein contemplated; I. Delivery by the Company of an enforceability opinion with respect to the accuracy of the Borrower’s and Holdings’ representations and warranties in the Original Note Purchase this Agreement in all material respects and in this Amendment and as to such other matters as the Holder may reasonably request. (d) The Holder shall have received the favorable written opinion of Xxxxxx Xxxxxxxx LLP, counsel to the Borrower and the Guarantors regarding, among other things, the issuance of the warrants, transactions contemplated hereunder from its outside counsel in form and substance reasonably satisfactory to the Holder. (e) This Amendment and all documents referenced herein or to be delivered in connection herewith shall be on terms reasonably satisfactory to Holder’s tax counsel; and J. Delivery by the Company of a valid waiver of any preemptive rights held by the individuals and/or parties listed on Schedule III.A.3 hereto in form and substance satisfactory to Holder. (f) The Borrower shall have paid to the Holder all outstanding legal and other out of pocket fees and expenses incurred relative to the Holder’s relationship with the Borrower and all costs and fees associated with this Amendment. (g) The Holder shall have received such other documents, certificates, instruments, and agreements from the Borrower as the Holder may reasonably request.

Conditions to Holder’s Obligations. The willingness Company understands that Holder’s obligation to purchase the Securities pursuant to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture and the other Agreements (I/N/O Holder to consent to and enter into this Amendment is subject to or I/N/O Holder’s nominee); B. The accuracy on the satisfaction Closing Date of the following conditions concurrently with representations and warranties of the execution Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Holder by delivery of this Amendment: (a) The Holder shall have received approving resolutions the certificate of the Board of Directors (or other appropriate governing body) of each chief executive officer of the Borrower, Holdings and the Guarantors, certified as of or immediately prior Company to the date hereof by the Secretary of the Borrower, Holdings and the Guarantors authorizing the execution and delivery by the Borrower, Holdings and the Guarantors of this Amendment and all documents referenced herein. The stockholders of Holdings shall have approved and authorized the execution and delivery by Holdings, the Borrower and the Guarantors of this Amendment and all documents referenced herein.that effect; (b) The Borrower, Holdings and the Guarantors shall have executed and delivered to the Holder, as applicable, C. There not having occurred (i) this Amendmentany general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, or (ii) the Amended and Restated Senior Subordinated Note attached hereto as Annex B, (iii) declaration of a banking moratorium or any suspension of payments in respect of banks in the Warrant attached hereto as Annex CUnited States; D. There not having occurred any event or development, and (iv) there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; ___________________ Initials ____________________ Initials E. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the Registration Rights Agreement attached hereto as Annex D.transactions contemplated by this Agreement; (c) F. The Holder Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; X. Xxxxxx shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a certificate of a Responsible Officer of each closing of the Borrower matters herein contemplated; H. Delivery by the Company of an enforceability opinion with respect to this Agreement and Holdings as to the accuracy transactions contemplated hereunder and the status of the Borrowersecurities pledged under the Stock Pledge Agreement from Company’s and Holdings’ representations and warranties in the Original Note Purchase Agreement in all material respects and in this Amendment and as to such other matters as the Holder may reasonably request. (d) The Holder shall have received the favorable written opinion of Xxxxxx Xxxxxxxx LLP, outside counsel to the Borrower and the Guarantors regarding, among other things, the issuance of the warrants, in form and substance reasonably satisfactory to the Holder. (e) This Amendment I. Delivery by the Company of a valid waiver of any preemptive rights held by the individuals and/or parties listed on Schedule III.A.3. hereto in form and all documents referenced herein or to be delivered in connection herewith shall be on terms reasonably substance satisfactory to Holder’s tax counsel. (f) The Borrower shall have paid to the Holder all outstanding legal and other out of pocket fees and expenses incurred relative to the Holder’s relationship with the Borrower and all costs and fees associated with this Amendment. (g) The Holder shall have received such other documents, certificates, instruments, and agreements from the Borrower as the Holder may reasonably request.

Conditions to Holder’s Obligations. The willingness Company understands that Holder’s obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture (I/N/O Holder or I/N/O Holder’s nominee) to consent Holder; B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and enter into the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Amendment is subject Agreement on or before the Closing Date, all of which shall be confirmed to Holder by delivery of the certificate of the chief executive officer of the Company to that effect; C. The Company shall have delivered to the satisfaction Holder a certificate of the following conditions concurrently with the execution and delivery of this Amendment: (a) The Holder shall have received approving resolutions Company executed by an officer of the Board of Directors (or other appropriate governing body) of each Company, dated as of the BorrowerClosing, Holdings and certifying the Guarantors, certified as of or immediately prior to the date hereof resolutions adopted by the Secretary Company’s board of the Borrower, Holdings and the Guarantors directors authorizing the execution and delivery by of the BorrowerDocuments, Holdings the issuance of the Securities, and the Guarantors transactions contemplated hereby, and copies of any required third party consents, approvals and filings required in connection with the consummation of the transactions contemplated by this Amendment and all documents referenced herein. The stockholders of Holdings shall have approved and authorized the execution and delivery by Holdings, the Borrower and the Guarantors of this Amendment and all documents referenced herein.Agreement; Initials Initials (b) The Borrower, Holdings and the Guarantors shall have executed and delivered to the Holder, as applicable, D. There not having occurred (i) this Amendmentany general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the Amended and Restated Senior Subordinated Note attached hereto as Annex Bdeclaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the Warrant attached hereto as Annex Ccommencement of a war, and armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the Registration Rights Agreement attached hereto as Annex D. (c) The Holder shall have received a certificate of a Responsible Officer of each case of the Borrower foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; E. There not having occurred any event or development, and Holdings as to the accuracy there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; F. There shall not be in effect any law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the Borrower’s and Holdings’ representations and warranties in the Original Note Purchase Agreement in all material respects and in transactions contemplated by this Amendment and as to such other matters as the Holder may reasonably request. (d) The Holder shall have received the favorable written opinion of Xxxxxx Xxxxxxxx LLP, counsel to the Borrower and the Guarantors regarding, among other things, the issuance of the warrants, in form and substance reasonably satisfactory to the Holder. (e) This Amendment and all documents referenced herein or to be delivered in connection herewith shall be on terms reasonably satisfactory to Holder’s tax counsel. (f) The Borrower shall have paid to the Holder all outstanding legal and other out of pocket fees and expenses incurred relative to the Holder’s relationship with the Borrower and all costs and fees associated with this Amendment. (g) The Holder shall have received such other documents, certificates, instruments, and agreements from the Borrower as the Holder may reasonably request.Agreement;