Amendments to Section 1.2 of the Agreement. (a) Section 1.2(d) of the Agreement shall be amended and restated as follows:
(d) As soon as practicable after the Chilean Effective Time, CorpBanca shall have made an offer to purchase from the other minority shareholders of CorpBanca Colombia that are party to the CorpBanca Colombia Shareholders Agreement (other than Corp Group Parent) all of the outstanding shares of CorpBanca Colombia owned by such minority shareholders, at a price equal to U.S.$3.5367 per share (which is U.S.$ 564,000,000 for such minority shareholders in the aggregate).
(b) The following Section 1.2(f) shall be inserted at the end of Section 1.2:
(f) Subject to Section 1.6(h), CorpBanca shall purchase from Corp Group Parent all of the outstanding shares of CorpBanca Colombia owned by Corp Group Parent as of the date of the Amendment, at a price equal to U.S.$3.5367 per share (which is U.S.$330,000,000), adjusted according to the mechanics described in Schedule 1.2(f).
Amendments to Section 1.2 of the Agreement a. Section 12(i) of the Agreement is hereby deleted in its entirety replaced with the following:
Amendments to Section 1.2 of the Agreement. (a) Section 12.1 is hereby deleted in its entirety and replaced with the following: "Investigation; Recall. In the event that the Regulatory Authority in any country in the Territory shall allege or prove that a Product does not comply with applicable rules and regulations in such country, ERS shall notify the Company immediately. The JEC, with assistance from the PDC, the JCC or the JMC, as the JEC determines is appropriate, shall conduct any appropriate investigation and shall make a determination as to the disposition of any such matter. If ERS is required or if the JEC should deem it appropriate to recall any Product, the Company and ERS shall bear the costs and expenses associated with such recall, in North America in the proportion of 39% for the Company and 61% for ERS, and in Japan in the proportion for which such Party is entitled to receive Operating Profit or Loss, as the case may be, unless: (i) the predominant cause of such recall results from or also constitutes the Company's breach of its representation and/or warranty set forth in Section 11.2(e) and/or ERS's reliance upon such breached representation and/or warranty, or unless the predominant cause of such recall results from the Company's willful wrongdoing or negligence, in each such case the Company shall bear all costs and expenses associated with such recall; or (ii) the predominant cause of such recall results from ERS's willful wrongdoing or negligence, in which case ERS shall bear all costs and expenses associated with such recall."
(b) Section 12.2 is hereby deleted in its entirety and replaced with the following: "Indemnification by ERS and BMS. ERS and BMS shall indemnify, defend and hold harmless the Company and its Affiliates, and their respective directors, officers, employees and agents, from and against any and all liabilities, damages, losses, costs and expenses (including the reasonable fees of attorneys and other professionals) to the extent arising out of or resulting from:
(a) negligence, recklessness or wrongful intentional acts or omissions of ERS or its Affiliates, and their respective directors, officers, employees and agents, in connection with the work performed by ERS or BMS under the Clinical Development Plans (other than with respect to any Sole-Funded SFI Registrational Study for which ERS or BMS is the Responsible Party, for which indemnification is provided in Section 4.3(g)(iv)) or the fulfillment of ERS's or BMS's obligations under the Marketing Plans;
(b...
