Paragraph 8. 1.1 is without prejudice to any provision of the Code or any Ancillary Agreement which provides for an indemnity, or which provides for any Party to make a payment to another.
Paragraph 8. Paragraph 8 of the Employment Agreement is hereby amended by deleting subparagraph 8(d) in its entirety and replacing with new subparagraph 8(d) which shall now read as follows:
Paragraph 8. 9. This entire paragraph is deleted and replaced with the following: “Failure to
Paragraph 8 b. of the License Agreement is hereby modified by deleting all of the text after the first “provided, however” provision thereof and replacing that language with the following: “provided, however, that if Licensee shall sell or otherwise transfer its entire business (as opposed to merely its rights under this Agreement), whether simultaneously or subsequent to any assignment permitted hereby, then this Agreement and all rights of the Licensee hereunder shall terminate simultaneously with such sale unless prior thereto, Licensee or its assignee shall furnish to Licensor then current audited financial statements demonstrating that such assignee has a net worth of not less than $20 Million (determined in accordance with generally accepted accounting principles and after giving effect to the assignment but excluding the value of the assets acquired and the liabilities assumed from Licensee).
Paragraph 8 b. of the License Agreement is hereby modified by deleting all of the text after the first “provided, however” provision thereof and replacing that language with the following: “provided, however, that if Licensee shall sell or otherwise transfer its entire business (as opposed to merely its rights under this Agreement), whether simultaneously or subsequent to any assignment permitted hereby, then this Agreement and all rights of the Licensee hereunder shall terminate simultaneously with such sale unless prior thereto, Licensee or its assignee shall furnish to Licensor then current audited financial statements(which financial statements must be prepared in accordance with generally accepted accounting principles and accompanied by a favorable opinion of an independent certified public accountant) demonstrating that such assignee has a net worth of not less than $20 Million (determined in accordance with generally accepted accounting principles) both before and after giving effect to the assignment).
Paragraph 8. 3.1 above shall not apply with respect to any Tax assessed on a Finance Party:
Paragraph 8. 8.1 above does not apply to an acquisition of a company, of shares, securities or a business or undertaking (or, in each case, any interest in any of them) or the incorporation of a company which is:
Paragraph 8. 15.1 above does not apply to any sale, lease, transfer or other disposal which is:
Paragraph 8. Each national section shall have the right to one vote. The decisions, resolutions, recommendations and publications of the Commission must be approved by a unanimous vote."
Paragraph 8. A. is hereby deleted in its entirety and replaced with the following:
