Amendments to the Master Agreement. Section I.01 Section 8.02(B) of the Master Agreement is hereby amended and restated in its entirety as follows:
Amendments to the Master Agreement. The Master Agreement is hereby amended as follows:
2.01 The first seven lines of Section 1.01.B are deleted from the Master Agreement, and the following is inserted in lieu thereof: "In consideration for the License Agreement and the transfer of the Transferred Assets, upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, ChemGenics shall issue to PerSeptive an aggregate of 6,792,679 shares (the "Shares") of ChemGenics' Common Stock, $.001 par value per share (the "Common Stock") and shall deliver to PerSeptive a Promissory Note in the principal amount of $3,000,000, such Note to be in the form of Exhibit 1.03(B). Of such shares, 662,500" Section 1.01(B) is further amended by deleting the numbers "979,268, 652,844 and 326,422" from the chart on page 3, and inserting, in lieu thereof, the numbers "662,500, 441,667 and 220,833".
2.02 Section 8.04 is amended by deleting clause (ii) thereof, and inserting in lieu thereof the following:
Amendments to the Master Agreement. As of the Amendment Effective Date, the Master Agreement is hereby amended as follows:
(a) Section 11.1, Confidentiality, is deleted in its entirety and replaced with the following:
Amendments to the Master Agreement. 1.1 The last sentence of Section 7.3 (a) of the Master Agreement is hereby amended by and restated in its entirety as set forth below: "In addition, LTM shall have received a certificate of the Chief Financial Officer of Cineplex Odeon certifying that, as of the Closing Date, except for (a) amounts owed to Universal and its Affiliates for film booking and home video arrangements or under the management agreement in respect of the Universal City Cinema, (b) obligations and liabilities included in clauses (ii) (x) and (y) of the definition of Net Working Capital and Debt reflected in each case in Cineplex Odeon's Closing Statement or arising under the Documents or as disclosed in the Cineplex Odeon Reports or in Section 2.19 of the Cineplex Disclosure Schedule, (c) the exclusions set forth in the final sentence of paragraph 9 of the Letter Agreement and (d) obligations and liabilities of Cineplex Odeon Films, a division of Cineplex Odeon, pursuant to an agreement made by it with October Films, Inc. pursuant to which Cineplex Odeon Films acts as a distributor of October Films, Inc. films in Canada, Cineplex Odeon has no outstanding obligations or liabilities, contingent or otherwise, owed to Universal or the Claridge Group, or their respective Affiliates."
Amendments to the Master Agreement. With effect on and from the Effective Date the Master Agreement shall be, and shall be deemed by this Agreement to be, amended so that the definition of, and references throughout to, the Loan Agreement and the Credit Support Documents (as defined in the Master Agreement) shall be construed as if the same referred to the Loan Agreement and those Credit Support Documents (as defined in the Master Agreement) as amended or supplemented by this Agreement, each Mortgage Addendum and, as so amended the Master Agreement shall continue to be binding on each of the parties to it in accordance with its terms as so amended.
Amendments to the Master Agreement. Section 1.01 The second paragraph of Section 8.02(A) of the Master Agreement is hereby modified as follows: Manager shall be paid a project management fee (herein, the “Project Management Fee”) equal to four percent (4%) of the total project costs associated with the implementation of the Capital Improvement Budget (both hard and soft) until such time that the Capital Improvement Budget and/or renovation project involves the expenditure of an amount in excess of five percent (5%) of Gross Revenues of the applicable Hotel (as such Gross Revenues are certified to Manager from Lessee from time to time), whereupon the Project Management Fee shall be reduced to three percent (3%) of the total project costs in excess of the five percent (5%) of Gross Revenue threshold. Any onsite or dedicated personnel required for the direct supervision of the implementation of a Capital Improvement Budget or other renovation project will be a direct cost to, and shall be reimbursed by, the Landlord. The Project Management Fee, Development Fee (as defined in the Mutual Exclusivity Agreement), and Market Service Fees will be payable monthly as the service is delivered based on percentage complete, as reasonably determined by Manager for each service, or payable as set forth in other agreements.
Amendments to the Master Agreement. The Whereas Clause (f) of the Master Agreement shall be modified as follow:
Amendments to the Master Agreement. The Parties hereby agree to amend certain specific provisions of the Master Agreement as follows:
(a) The following definitions are added to Section 1.1 of the Master Agreement:
Amendments to the Master Agreement. The parties hereto agree that, effective as of the date hereof, the Master Agreement is hereby amended with retroactive effect to October 24, 1997 as follows:
(a) Section 5.01(s) of the Master Agreement is hereby amended by replacing the language set forth therein with the language “[INTENTIONALLY OMITTED]”.
(b) Section 5.03 of the Master Agreement is hereby amended by deleting the word “and” set forth at the end of clause (i) thereto, by replacing the “.” set forth at the end of clause (j) thereto with “; and”, and by adding the following language as clause (k) thereto:
(k) not take any action, and shall not permit any Affiliate to take any action, to cancel, terminate, amend, supplement, modify or waive any of the provisions of the Distributor’s Contract, the Principal Shareholder Servicer’s Agreement, the Shareholder Servicer’s Agreement, the Distribution Plan, the Conversion Features or the Contingent Deferred Sales Charge arrangements applicable to the holders of any Shares of any Fund affecting its rights thereunder (including by way of allowing Free Redemptions in respect of Shares of any Fund under circumstances not required by the Prospectus of such Fund in effect on the date of this Agreement or by the Systematic Withdrawal Program or by allowing Free Redemptions which are not Permitted Free Exchanges), or request, consent or agree to any such cancellation, termination, amendment, supplement, modification or waiver, except with the prior written consent of the Program Administrator, except that it may, and may permit an Affiliate to, from time to time waive a Contingent Deferred Sales Charge that becomes payable provided it pays in accordance with the Program Servicing Procedures an amount to the applicable Purchaser equal to the Contingent Deferred Sales Charge to which such Purchaser would have been entitled.”
(c) Section 5.04 of the Master Agreement is hereby amended by deleting the word “and” set forth at the end of clause (f) thereto, by replacing the “.” set forth at the end of clause (g) thereto with “; and”, and by adding the following language as clause (h) thereto:
Amendments to the Master Agreement. 3.1 The Master Agreement is hereby amended, effective in accordance with Section 2 of this Agreement, by:
(a) deleting the words “Genworth Financial, Inc.” in the ninth and tenth lines of the definition of “Affiliate” in Section 1.01 of the Master Agreement and replacing them with the words “New Genworth”;
(b) adding the following definition of “New Genworth” to Section 1.01 of the Master Agreement:
