alea-institute/kl3m-data-sample-004-shuffled huggingface dataset:
QuickLinks
 -- Click here to rapidly navigate through this document











































 
 

  Exhibit 10.41    
    


 SECOND AMENDMENT AGREEMENT  


This employment agreement amendment ("Second Amendment"), dated as of December 16, 2009 ("Effective Date"), is entered into by and between
Lainie Goldstein ("Employee") and Take-Two Interactive Software, Inc. (the "Company"). 


WHEREAS
Employee and the Company entered into an Employment Agreement dated July 16, 2007 (the "Agreement") and an amendment to the Agreement dated March 25, 2008 ("First Amendment"); 


WHEREAS
Employee and the Company desire to further amend the Agreement as set forth below; 


WHEREAS
Employee and the Company agree that all terms of the Agreement and the First Amendment which are not expressly amended in this Second Amendment remain in full force and effect for the duration
of the Term and any Renewal Term; and 


WHEREAS
all capitalized terms used in this Second Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement and First Amendment. 



NOW,
THEREFORE, in consideration of their mutual promises, Employee and the Company hereby agree to amend the Agreement as follows: 


1.    Severance Payment Due Upon Expiration of Term or Renewal Term.    Section 6(d) of the Agreement is hereby amended to
provide that Employee also shall be deemed to have been terminated without Cause if the Company provides Employee with written Notice of Non-Renewal as set forth in Section 1 of the
Agreement. Thus, if Employee's employment is terminated by a Notice of Non-Renewal from the Company, Employee shall be entitled to the severance benefits set out in Section 6(c) of
the Agreement. 


2.    Entire Agreement.    The Agreement, the First Amendment and this Second Amendment constitute the parties' entire agreement and
supersede any and all other agreements, either oral or in writing, between Employee and the Company with respect to Employee's employment by the Company, and contain all of the covenants and
agreements between Employee and the Company with respect to such employment in any manner whatsoever. Any modification or termination of the Agreement, First Amendment or this Second Amendment will be
effective only if in writing and signed by the party to be charged. Except as expressly set forth in this Second Amendment, the Agreement and First Amendment and all of their provisions shall continue
unchanged, in full force and effect, for the duration of the Term and any Renewal Term. 



3.    Execution In Counterparts.    This Second Amendment may be executed by the parties in one or more counterparts, each of which
shall be deemed to be an original but all of which taken together shall constitute one and the same agreement, and shall become effective when one or more counterparts has been signed by each of the
parties hereto and delivered to each of the other parties hereto. 

 






 



					
	TAKE-TWO INTERACTIVE SOFTWARE, INC.
	
 By:	
 	
/s/ BEN FEDER






  Ben Feder
 Chief Executive Officer	
 	
/s/ LAINIE GOLDSTEIN






  Lainie Goldstein



 

 








QuickLinks



Exhibit 10.41
IN THE SUPREME COURT OF THE STATE OF DELAWARE

AARON FRIED, § § No. 84, 2021 Plaintiff Below, § Appellant, § § Court Below—Court of Chancery v. § of the State of Delaware § INTERSECT LABORATORIES § INC. and ANKIT GORDHANDAS, § C.A. No. 2020-0408 § Defendants Below, § Appellees. §

Submitted: November 3, 2021 Decided: November 16, 2021

Before SEITZ , Chief Justice; VAUGHN and MONTGOMERY-REEVES

, Justices.

ORDER

This 16 th day of November 2021, after careful consideration of the parties’

briefs and the record below, and following oral argument, we find it evident that the

judgment of the Court of Chancery should be affirmed on the basis of and for the

reasons stated in its Order dated February 18, 2021.

NOW, THEREFORE, IT IS ORDERED that the judgment of the Court of

Chancery is AFFIRMED.

BY THE COURT:

/s/ Collins J. Seitz, Jr. Chief Justice
<PAGE>   1


                                                                   Exhibit 10.14


               FIRST AMENDMENT TO VALUE ADDED MARKETING AGREEMENT

         This AMENDMENT TO VALUE ADDED MARKETING AGREEMENT (the "Amendment"),
dated as of March 3, 1999, is entered into by and between HIE, Inc. (formerly
Healthdyne Information Enterprises, Inc.) ("HIE"), a Georgia corporation, and
HBO & Company of Georgia ("HBOC"), a Delaware corporation.

         WHEREAS, HIE and HBOC are parties to that certain Value Added Marketing
Agreement dated as of __________, 1998 (the "Agreement"), pursuant to which,
among other things, HIE has granted to HBOC a license to integrate the
Cloverleaf Integration Engine Tool with HBOC proprietary software; and

         WHEREAS, the parties desire to amend the Agreement in order to modify
certain provisions with respect to EMPI products;

         NOW, THEREFORE, in consideration of the mutual promises set forth below
and for other good and valuable consideration, the sufficiency of which is
hereby acknowledged, the parties agree as follows (capitalized terms not
otherwise defined to have the meanings ascribed thereto in the Agreement):

         1. Section 6.2 of the Agreement be and hereby is deleted in its
entirety, and the following be and hereby is substituted in lieu thereof:

                   6.2     HBOC and Business Partner are both currently in the
                           process of developing and marketing solutions that,
                           generally, may be described as "enterprise master
                           patient index" (EMPI) solutions. By execution of this
                           Agreement, the parties agree to reduce the potential
                           for channel conflict and further the business
                           relationship by exploring additional avenues to work
                           together. The parties will use reasonable efforts to
                           share the necessary and appropriate information about
                           their respective EMPI products and strategies in
                           order to enter into a mutually acceptable agreement.

         2. Except as specifically amended herein, the Agreement shall remain in
full force and effect.

         IN WITNESS WHEREOF, the parties have caused their duly authorized
representatives to execute this Amendment as of the date first written above.

HIE, INC.                              HBO & COMPANY OF GEORGIA

By: /s/Robert Murrie                   By: /s/Albert J. Bergonzi        
    ----------------------------           -----------------------------
    Name:    Robert Murrie                 Name:    Albert J. Bergonzi
    Title:   President                     Title:   President          

Date: 3/3/99                            Date: 3/3/99                    
     ---------------------------             ---------------------------
Exhibit 31.2

I, Daniel L. Hefner, certify that:

1. I have reviewed this annual report on Form 10-KSB of American Commerce Solutions, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the Evaluation Date); and

c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrants other certifying officers and I have disclosed, based on our most recent evaluation, to the
registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls; and

6. The registrants other certifying officers
and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material weaknesses.



|                     |  |  |  |                                               |  |  |  |             
|-------------------- |  |  |  | --------------------------------------------- |  |  |  | ------------
|/s/ Daniel L. Hefner |  |  |  | Chief Executive Officer, President & Director |  |  |  | May 29, 2007
|Daniel L. Hefner     |  |  |  |                                               |  |  |
#### UNITED STATES of America, Plaintiff-Appellee v. Robert William AYERS, III, Defendant-Appellant.

No. 07-40653

Conference Calendar.

United States Court of Appeals, Fifth Circuit.

Dec. 10, 2008.

James Lee Turner, Assistant U.S. Attorney, U.S. Attorney’s Office, Southern District of Texas, Houston, TX, for PlaintiffAppellee.

Edward F. Garza, Corpus Christi, TX, for Defendant-Appellant.

Before DAVIS, WIENER, and PRADO, Circuit Judges.

PER CURIAM: *

The attorney appointed to represent Robert William Ayers, III, has moved for leave to withdraw and has filed a brief in accordance with *Anders v. California,*386 U.S. 738, 87 S.Ct. 1396, 18 L.Ed.2d 493 (1967). Ayers has filed a response. The record is insufficiently developed to allow consideration at this time of Ayers’s claim of ineffective assistance of counsel; such claims generally “cannot be resolved on direct appeal when [they have] not been raised before the district court since no opportunity existed to develop the record on the merits of the allegations.” *United States v. Cantwell,*470 F.3d 1087, 1091 (5th Cir.2006)(internal quotation marks and citation omitted).

Our independent review of the record, counsel’s brief, and Ayers’s response discloses no nonfrivolous issue for appeal. Accordingly, counsel’s motion for leave to withdraw is GRANTED, counsel is excused from further responsibilities herein, and the APPEAL IS DISMISSED. *See*5th Cir. R. 42.2. Ayers’s motion for the appointment of new counsel and his motion to vacate the district court’s judgment and remand the case are DENIED.

*

 Pursuant to 5th Cir. R. 47.5, the court has determined that this opinion should not be published and is not precedent except under the limited circumstances set forth in 5th Cir. R. 47.5.4.
Exhibit 32.2
 CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
  1)
    
    such Annual Report on Form 10-K of the Company for
the twelve months ended December 31, 2008, fully
complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and2)
    
    the information contained in such Annual Report on
Form 10-K of the Company for the twelve months ended
December 31, 2008, fairly presents, in all material
respects, the financial condition and results of
operations of Plumas Bancorp.
 Date: March 18, 2009
    
    /s/ D. N. Biddle

Douglas N. Biddle, ChiefExecutive Officer
#####  

**Exhibit 31**

AMANASU TECHNOLOGIES**Certification of President and Principal Financial Officer				Pursuant to Rule 13a-14(a) of the Exchange Act				As Adopted Pursuant to				Section 302 of the Sarbanes-Oxley Act of 2002**

			I, Hideyuki Shiraishi, certify that:

- I have reviewed this annual report on Form 10-KSB of Amanasu Technologies Corporation;
-  					Based on my knowledge, this annual report does not contain any untrue statement of a					material fact or omit to state a material fact necessary to make the statements made,					in light of the circumstances under which such statements were made, not misleading					with respect to the period covered by this annual report;				 
-  					Based on my knowledge, the financial statements, and other financial information included					in this annual report, fairly present in all material respects the financial condition,					results of operations and cash flows of the registrant as of, and for, the periods presented					in this annual report;				 
-  					I am responsible for establishing and maintaining disclosure controls and procedures					(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:				 
							designed such disclosure controls and procedures to ensure that material							information relating to the registrant, including its consolidated subsidiaries,							is made known to us by others within those entities, particularly during the							period in which this annual report is being prepared;						
							evaluated the effectiveness of the registrant's disclosure controls and							procedures as of a date within 90 days prior to the filing date of this							annual report (the "Evaluation Date"); and						
							presented in this annual report our conclusions about the effectiveness							of the disclosure controls and procedures based on our evaluation as of							the Evaluation Date;						

-  					I have disclosed, based on our most recent evaluation, to the registrant's auditors					and the audit committee of registrant's board of directors (or persons performing the					equivalent function):				 
							all significant deficiencies in the design or operation of internal controls							which could adversely affect the registrant's ability to record, process,							summarize and report financial data and have identified for the registrant's							auditors any material weaknesses in internal controls; and						
							any fraud, whether or not material, that involves management or other employees							who have a significant role in the registrant's internal controls; and						

-  					I have indicated in this annual report whether or not there were significant					changes in internal controls or in other factors that could significantly affect					internal controls subsequent to the date of our most recent evaluation, including					any corrective actions with regard to significant deficiencies and material weaknesses.				 

 Dated: April 13, 2007
#### C. Wayne Motors, Inc., Respondent, v Evelyn Somers, Appellant.

Kane, J. P.

Appeal from an order of the Supreme Court at Special Term (Viscardi, J.), entered March 20, 1984 in Essex County, which granted plaintiff’s motion for permission to deposit the sum of $300 with the receiver of certain real property, directed that plaintiff receive a credit for such disbursement and denied defendant’s cross motion to have plaintiff vacate the premises.

The underlying action herein sought specific performance of an option clause contained within a lease between plaintiff as tenant and defendant as landlord. After a nonjury trial, defendant was directed to convey the property in question to plaintiff pursuant to the terms of the purchase option contained in the lease. The above direction was affirmed by this court *(Wayne Motors v Somers,*81 AD2d 964, *lv denied*54 NY2d 606). An extensive number of further motions ensued, one of which resulted in the judicial appointment of a receiver to transfer the real property in question.

In researching the title, plaintiff became aware that there were certain franchise tax liens which needed to be released in order that the subject real property could be conveyed free of encumbrances. Accordingly, plaintiff moved for permission to pay the necessary sums to discharge the liens to the receiver for the purpose of allowing the receiver to discharge said liens. Plaintiff also requested that Special Term’s order provide that plaintiff be entitled to a credit for such sums upon transfer of the subject property. Defendant cross-moved for an order directing plaintiff to vacate the instant property or, in the alternative, directing that defendant need not reimburse plaintiff for the sums necessary to discharge the franchise tax liens. Special Term granted plaintiff’s motion and denied defendant’s cross motion. This appeal by defendant ensued.

Defendant asserts that plaintiff is not entitled to specific performance because (1) it failed to demonstrate an ability to *571perform and (2) it is guilty of laches. A review of the record fails to substantiate these bald allegations and instead reveals that defendant’s assertions are wholly lacking in merit. The order must, therefore, be affirmed.

Order affirmed, with costs. Kane, J. P., Main, Mikoll, Yesawich, Jr., and Harvey, JJ., concur.
II 

Calendar No. 162 

112TH CONGRESS 

1ST SESSION S. 958 

To amend the Public Health Service Act to reauthorize the program of 

payments to children’s hospitals that operate graduate medical education 

programs. 

IN THE SENATE OF THE UNITED STATES 

MAY 12, 2011 

Mr. CASEY (for himself, Mr. ISAKSON, Mr. BROWN of Ohio, Mr. BLUNT, Mr. 

KERRY, Mr. BROWN of Massachusetts, Mr. BLUMENTHAL, Mr. ROBERTS, 

Mr. DURBIN, Mr. KIRK, Mr. ALEXANDER, Ms. CANTWELL, Mrs. GILLIBRAND, Mr. MORAN, Mr. MENENDEZ, Ms. KLOBUCHAR, Mr. FRANKEN, 

Mr. LAUTENBERG, Ms. MIKULSKI, Mr. BENNET, Mrs. FEINSTEIN, Ms. 

STABENOW, Mr. SANDERS, Mrs. BOXER, and Mr. SCHUMER) introduced 

the following bill; which was read twice and referred to the Committee 

on Health, Education, Labor, and Pensions 

SEPTEMBER 12, 2011 

Reported by Mr. HARKIN, without amendment 

A BILL 

To amend the Public Health Service Act to reauthorize the 

program of payments to children’s hospitals that operate 

graduate medical education programs. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 


emcdonald on DSK5VPTVN1PROD with BILLS
2 

•S 958 RS

1 SECTION 1. SHORT TITLE. 

2 This Act may be cited as the ‘‘Children’s Hospital 

3 GME Support Reauthorization Act of 2011’’. 

4 SEC. 2. PROGRAM OF PAYMENTS TO CHILDREN’S HOS5 PITALS THAT OPERATE GRADUATE MEDICAL 

6 EDUCATION PROGRAMS. 

7 Section 340E of the Public Health Service Act (42 

8 U.S.C. 256e) is amended— 

9 (1) in subsection (a), by striking ‘‘2011’’ and 

10 inserting ‘‘2016’’; 

11 (2) in subsection (b)(3)(D)— 

12 (A) in the heading, by striking ‘‘REPORT’’ 

13 and inserting ‘‘REPORTS’’; and 

14 (B) in the matter preceding clause (i), by 

15 inserting ‘‘and not later than the end of fiscal 

16 year 2015,’’ after ‘‘2011,’’; and 

17 (3) in subsection (f)— 

18 (A) in paragraph (1)(A)(iv), by striking 

19 ‘‘2011’’ and inserting ‘‘2016’’; and 

20 (B) in paragraph (2)(D), by striking 

21 ‘‘2011’’ and inserting ‘‘2016’’. 


emcdonald on DSK5VPTVN1PROD with BILLS

emcdonald on DSK5VPTVN1PROD with BILLS
Calendar No. 162 

112TH CONGRESS 

1ST SESSION S. 958 

A BILL 

To amend the Public Health Service Act to reaucation programs. hospitals that operate graduate medical edu- thorize the program of payments to children’s 

SEPTEMBER 12, 2011 

Reported without amendment 


emcdonald on DSK5VPTVN1PROD with BILLS
#### William Rossi et al., Appellants, v Donald H. Boehner, Respondent.

— In an action to recover damages for legal malpractice, plaintiffs appeal from an order of the Supreme Court, *637Kings County (Aronin, J.), dated January 31, 1985, which, *inter alia,*granted defendant’s motion for summary judgment dismissing the complaint.

Order affirmed, with costs.

We agree with Special Term that the circumstances herein do not constitute a basis for departing from the general rule that "absent privity of contract, the simple omission by an attorney to prepare a new will or codicil naming a new beneficiary of some part of the decedent’s estate does not, by itself, render the attorney liable to the alleged beneficiary” *(Victor v Goldman,*74 Misc 2d 685, 686, *affd*43 AD2d 1021). As we recently noted, "privity remains a viable factor in legal malpractice cases in this State” *(Calamari v Grace,*98 AD2d 74, 79). Mangano, J. P., Bracken, Weinstein, Lawrence and Kooper, JJ., concur.
EXHIBIT 32.2



Certification of Chief Financial Officer

Pursuant to Section 1350 of Title 18 of the United States Code,

as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002



Pursuant to Section 1350 of Title 18 of the United
States Code, the undersigned, Michael V. Valenza, the Senior Vice President-Finance and Chief Financial Officer of Radnor Holdings Corporation (the Company), hereby certifies that:



The Companys quarterly report on Form 10-Q for the most recent fiscal
quarter (the Report) fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934; and



The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



|                      |  |  |  |                                                                                                         
|--------------------- |  |  |  | --------------------------------------------------------------------------------------------------------
|                      |  | 
|Dated: August 6, 2004 |  |  |  | /s/ Michael V. Valenza                                                                                  
|                      |  |  |  | Senior Vice President  Finance and Chief
Financial Officer (Principal Accounting and Financial Officer)



A signed original of this written
statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
**Exhibit (32(i)**

 

**CERTIFICATION SECTION1350**

 

In connection with theQuarterly Report of Penns Woods Bancorp, Inc. (the “Company”) on Form 10-Q forthe period ending March 31, 2004 as filed with the Securities and ExchangeCommission on the date hereof (the “Report”), I, Ronald A. Walko, ChiefExecutive Officer, certify, pursuant to 18 U.S.C. section 1350, as adoptedpursuant to section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1)           the Report fully complies with therequirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934;and

 

(2)           the information contained in theReport fairly presents, in all material respects, the financial condition andresult of operations of the Company.

 

 
|                     |   |
|--------------------------|--------|
| Ronald A.  Walko         |
| Chief  Executive Officer |
|                     |
| May 10, 2004             |

 

----