Supplement to the Sale and Purchase Agreement
among
1. LIVE Entertainment International Inc. (formerly organized and
existing under the laws of the Country of the Netherlands Antilles
as LEI-IVE Entertainment N.V.), a private company incorporated and
existing under the laws of the State of Delaware, with registered
seat in 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxx of New Castle,
Delaware, and having its principal place of business in Xxx Xxxx,
Xxxxxxxxxx 00000,00000 Xxxxxxx Way, Suite 500
duly represented by its Senior Vice President
- hereinafter referred to as "Seller" -
2. Apricot Computer Gesellschaft mbH, a private company with limited
liability, incorporated and existing under the laws of Germany, with
registered seat in Heusenstamm and having its principal place of
business in 63150 Heusenstamm, Berliner Str. 2-6, registered with the
Commercial Register of the Local Court Offenbach/Main under HRB
5512.
duly represented by its Managing Director
- hereinafter referred to as "Purchaser" -
Recitals
WHEREAS the parties to this Supplement and VCL/Carolco
Communications B.V, VCL/Carolco Communications GmbH and Xxxxxxx
Xxxxxx Xxxx have signed on even date herewith a Sale and Purchase
Agreement concerning the shares in LIVE B.V., Seller and Purchaser
wish to supplement such Agreement as follows:
Seller and Purchaser herewith agree that Seller shall not be liable
for any tax liabilities of LIVE B.V., as referred to under item 6.
caption "Tax liabilities" of the letter of the attorneys Xxxxxxx &
Jorna dated November 3, 1995, and addressed to Xx. Xxxxxxxxx Xxxx,
arising for the period June 30,1995 through the Closing Date up to
an amount of US$ 25,000.- (in words: US Dollar Twenty-five
Thousand). Any relating settlement with the tax authorities
exceeding the amount of US$25,000.-- (in words: US Dollar
Twenty-Five Thousand) requires the prior written approval of Seller.
This Supplement shall form an integral part of the Sale and Purchase
Agreement of even date herewith.
Munich, November 6, 1995 Munich, November 6, 1995
LIVE Entertainment Apricot Computer GmbH
International Inc.
By: By:
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Xxxxxx X. Xxxxxx Managing Director
Senior Vice President
