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 This Waiver Agreement involves

INTELLICELL BIOSCIENCES, INC. | Consorteum Holdings, Inc | Media Exchange Group, Inc

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Governing Law: New York     Date: 7/26/2011
Industry: Biotechnology and Drugs     Sector: Healthcare

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Exhibit 10.5





THIS WAIVER, dated as of June 30, 2011 (this “ Agreement ”), by and between by Media Exchange Group, Inc., a Delaware corporation (“ Seller ”) and Consorteum Holdings, Inc., a Nevada corporation (the “ Buyer ”), amends that certain asset purchase agreement, dated June 6, 2011 by and between the Company and the Buyer (“ Purchase Agreement ”).  The Seller and the Buyer are collectively referred to herein as the “ Parties .”


W I T N E S S E T H:


WHEREAS, on June 6, 2011, the Parties entered into the Purchase Agreement under the assumption that they would be able to sign and close the transaction on the same date;


WHEREAS, on June 6, 2011, the Parties modified the Purchase Agreement to, among other things, add a condition to closing whereby the Seller much receive the consent of all the holders of outstanding indebtedness which is being assumed by the Purchaser;


WHEREAS, as of the date hereof, the Seller has received the required consent of the holders of an aggregate of $1,642,052 of outstanding indebtedness to be assumed by the Purchaser (“Consented Indebtedness”);


WHEREAS, pursuant to Section 6.3 of the Purchase Agreement, the provisions of the Purchase Agreement may be amended only upon the written consent of the Parties, or in the case of a waiver, the party waiving compliance;


WHEREAS, the Parties wish to close the transactions contemplated by the Purchase Agreement as of the date hereof;


NOW THEREFORE, in consideration of the mutual benefits accruing to Buyer and Seller and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows:


1.            DEFINITIONS .


Defined terms not herein defined shall have the meaning set forth in the Purchase Agreement.


2.            WAIVER .


Pursuant to Section 6.3 of the Purchase Agreement, the Buyer and Seller hereby waive the requirement that the conditions precedent set forth in Section 1.12 of the Purchase Agreement be satisfied on or before Closing; and the Parties hereby agree that as of the date hereof, the Seller shall assume the Consented Indebtedness in accordance with the terms of the Purchase Agreement.  Notwithstanding the foregoing, Buyer hereby agrees to provide the Seller a guaranty, substantially in the form annexed hereto as Exhibit A, whereby Buyer agrees to unconditionally and irrevocably guarantee to Seller and its successors, endorsees, transferees and assigns the prompt and complete payment, as and when due and payable (whether at stated maturity or by required prepayment, acceleration, demand or otherwise), of all of the Assumed Liabilities (now existing or hereafter incurred), including any Assumed Liabilities which Seller has not received the necessary consent for transfer as of the date hereof.









2.4            Effect on Purchase Agreement .   Except as amended hereby, the terms and provisions of the Purchase Agreement shall remain in full force a

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