Amendment to Section 3.5. Section 35 of the Contract, Independent Contractor, is hereby amended and restated to read in its entirety as follows: In performance of obligations under this Contract, Contractor shall act as an Independent Contractor and not as an agent, representative or employee of HHSC. No employee, agent, or representative of Contractor shall be considered an employee of HHSC nor be eligible for any benefits, rights or privileges afforded to HHSC employees. Pursuant to Human Resources Code §101A.256, the State Long-Term Care Ombudsman's representatives, including volunteers, shall be entitled adequate legal advice and representation in performance of their respective official duties. Both parties agree that HHSC shall not be liable for any costs incurred by Contractor except to the extent provided in this contract. When 45 CFR Part 75, or its appendices, provide that a cost is allowable only when authorized in writing, the cost will not be allowable unless written approval from HHSC is obtained prior to the expenditure.
Amendment to Section 3.5. Section 3.5 is hereby deleted in its entirety and replaced with the following:
Amendment to Section 3.5. Section 3.5 of the Collaboration Agreement shall be deleted and replaced in its entirety with the following:
Amendment to Section 3.5. The first sentence of Section 3.5 of the Shareholders’ Agreement is hereby amended and restated to read in its entirety as follows: “A quorum for the transaction of business at any meeting of the Board of a Company shall be a majority of Directors, including, if such Investor Nominee Director is then serving on the Board, each of the VW Director, the JJDC Director and the PVI Director.”
Amendment to Section 3.5. The second sentence of Section 3.5 is hereby deleted in its entirety and the following shall be inserted in lieu thereof: “During such period, ATC shall pay to CEI its Actual Costs to provide such Services.”
Amendment to Section 3.5. 2.1 The Rights Agreement is hereby amended and supplemented to read as follows:
Amendment to Section 3.5. Section 3.5 is hereby amended and restated in its entirety to read as follows:
Amendment to Section 3.5. The first paragraph of Section 3.5 of the Loan Agreement is hereby amended in its entirety and replaced with the following:
Amendment to Section 3.5. A new clause (c) is hereby added to the end of Section 3.5 of the Credit Agreement to read as follows:
Amendment to Section 3.5. 1. The words “as well as the Specified Action Closing Consideration Adjustment” are hereby added after “the calculation of Total Closing Consideration resulting from each of the foregoing components thereof” in Section 3.5.1 of the Option Agreement.
