FRP » Topics » OTHER AGREEMENTS

This excerpt taken from the FRP 10-Q filed Nov 7, 2008.

Other Agreements

        In connection with the merger, on January 15, 2007 we also entered into (i) a Transition Services Agreement, as amended on March 31, 2008 (the "transition services agreement"), with certain subsidiaries of Verizon, (ii) an Employee Matters Agreement (the "employee matters agreement"), with Verizon and Spinco, (iii) a Tax Sharing Agreement (the "tax sharing agreement"), with Verizon and Spinco, and (iv) a Master Services Agreement, as amended on July 6, 2007 and February 25, 2008 (the "master services agreement"), with Capgemini U.S. LLC, or Capgemini. The transition services agreement allows for the provision of certain services on an interim basis following the closing of the merger. The employee matters agreement allows for the uninterrupted continuity of employment, compensation and benefits of Spinco employees. Through the master services agreement, we are replicating and/or replacing certain existing Verizon systems during a phased period through the end of January 2009.

This excerpt taken from the FRP 10-Q filed Aug 8, 2008.

Other Agreements

        In connection with the merger, on January 15, 2007 we also entered into (i) a Transition Services Agreement, as amended on March 31, 2008 (the "transition services agreement"), with certain subsidiaries of Verizon, (ii) an Employee Matters Agreement (the "employee matters agreement"), with Verizon and Spinco, (iii) a Tax Sharing Agreement (the "tax sharing agreement"), with Verizon and Spinco, and (iv) a Master Services Agreement, as amended on July 6, 2007 and February 25, 2008 (the "master services agreement"), with Capgemini U.S. LLC, or Capgemini. The transition services agreement allows for the provision of certain services on an interim basis following the closing of the merger. The employee matters agreement allows for the uninterrupted continuity of employment, compensation and benefits of Spinco employees. Through the master services agreement, we are replicating and/or replacing certain existing Verizon systems during a phased period through the fourth quarter of 2008.

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This excerpt taken from the FRP 10-Q filed May 16, 2008.

Other Agreements

        In connection with the merger, on January 15, 2007 we also entered into (i) a Transition Services Agreement, as amended on March 31, 2008 (the "transition services agreement"), with certain subsidiaries of Verizon, (ii) an Employee Matters Agreement (the "employee matters agreement"), with Verizon and Spinco, (iii) a Tax Sharing Agreement (the "tax sharing agreement"), with Verizon and Spinco, and (iv) a Master Services Agreement, as amended on July 6, 2007 and February 25, 2008 (the "master services agreement"), with Capgemini U.S. LLC, or Capgemini. The transition services agreement allows for the provision of certain services on an interim basis following the closing of the merger. The employee matters agreement allows for the uninterrupted continuity of employment, compensation and benefits of Spinco employees. Through the master services agreement, we are replicating and/or replacing certain existing Verizon systems during a phased period through the fourth quarter of 2008.

These excerpts taken from the FRP 10-K filed Feb 29, 2008.
  Other Agreements
 
In connection with the merger, on January 15, 2007 we also entered into (i) a Transition Services Agreement, or the TSA, with certain subsidiaries of Verizon, (ii) an Employee Matters Agreement, or the EMA, with Verizon and Spinco, (iii) a Tax Sharing Agreement, or the tax sharing agreement, with Verizon and Spinco, and (iv) a Master Services Agreement, or the MSA, with Capgemini U.S. LLC, or Capgemini, which was subsequently amended by the First Amendment to the Master Services Agreement, dated as of July 6, 2007 and the Second Amendment to the Master Services Agreement, dated February 25, 2008. The TSA allows for the provision of certain services on an interim basis following the merger. The EMA will allow for the uninterrupted continuity of employment, compensation and benefits of Spinco employees. Through the MSA, we intend to replicate and/or replace certain existing Verizon systems during a phased period through the fourth quarter of 2008.
 
  Other
Agreements



 



In connection with the merger, on January 15, 2007 we also
entered into (i) a Transition Services Agreement, or the
TSA, with certain subsidiaries of Verizon, (ii) an Employee
Matters Agreement, or the EMA, with Verizon and Spinco,
(iii) a Tax Sharing Agreement, or the tax sharing
agreement, with Verizon and Spinco, and (iv) a Master
Services Agreement, or the MSA, with Capgemini U.S. LLC, or
Capgemini, which was subsequently amended by the First Amendment
to the Master Services Agreement, dated as of July 6, 2007
and the Second Amendment to the Master Services Agreement, dated
February 25, 2008. The TSA allows for the provision of
certain services on an interim basis following the merger. The
EMA will allow for the uninterrupted continuity of employment,
compensation and benefits of Spinco employees. Through the MSA,
we intend to replicate
and/or
replace certain existing Verizon systems during a phased period
through the fourth quarter of 2008.


 




This excerpt taken from the FRP 10-Q filed Aug 7, 2006.

OTHER AGREEMENTS

The parties hereto further agree as follows:

Section 6.1             Agreement to Defend.  In the event any claim of the nature specified in Section 7.4 or Section 8.3 hereof is commenced, whether before or after the Closing Date, the parties hereto agree to cooperate and use all reasonable efforts to defend against and respond thereto.

Section 6.2             Further Assurances.  On the terms and subject to the conditions of this Agreement, the parties hereto shall use all reasonable efforts at their own expense to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Regulations to consummate and make effective as promptly as possible the transactions contemplated by this Agreement, and to cooperate with each other in connection with the foregoing, including, without limitation, using all reasonable efforts (a) to obtain all necessary waivers, consents and approvals from other parties to loan agreements, leases, mortgages and other Contracts, (b) to obtain all necessary consents, approvals and authorizations as are required to be obtained under any Regulations or in connection with any Permits, (c) to lift or rescind any injunction or restraining order or other Order adversely affecting the ability of the parties to consummate the transactions contemplated hereby and (d) to fulfill all conditions to the obligations of the parties under this Agreement.  Each of the parties hereto further covenants and agrees that it shall use all reasonable efforts to prevent a threatened or pending preliminary or permanent injunction or other Order.

Section 6.3             Consents.  Without limiting the generality of Section 6.2, each of the parties hereto shall use all reasonable efforts to obtain all waivers, Permits, authorizations, consents and approvals of, or notice to, all Persons and Authorities necessary, proper or advisable in connection with the consummation of the transactions contemplated by this Agreement prior to the Closing Date.

Section 6.4             No Solicitation or Negotiation.  Unless and until this Agreement is terminated, neither the Sellers nor the Company shall, and each shall use best efforts to cause its Affiliates, and the directors, officers, employees, representatives, agents, advisors, accountants, shareholders and attorneys of each of them, not to initiate or solicit, directly or indirectly, any inquiries or the making of any proposal with respect to, or engage in negotiations concerning, or provide any confidential information

24




 

or data to any Person with respect to, or have any discussions with any Person relating to, any acquisition, business combination or purchase of all or any significant asset of, or any equity interest in, directly or indirectly, the Company, or otherwise facilitate any effort or attempt to do or seek any of the foregoing and shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing.

Section 6.5             No Termination of the Obligations by Subsequent Dissolution.  Each of the parties hereto specifically agrees that its obligations hereunder, including, without limitation, obligations pursuant to this Article VI, shall not be terminated by the dissolution of such party, whether by operation of law, Regulations or otherwise.

Section 6.6             Public Announcements.  Prior to the Closing Date, no party hereto nor any Affiliate, representative or shareholder of such party, shall disclose any of the terms of this Agreement to any third party, except as required by law or in connection with a securities filing or to obtain the consents, waivers and authorizations listed on Schedules 2.3, 2.26 and 3.3 or in connection with the Purchaser’s financing of the transactions contemplated hereby, without the other parties’ prior written consent.  Prior to the Closing Date, the form, content and timing of all press releases, public announcements or publicity statements (but excluding disclosures necessitated by any securities filing) with respect to this Agreement and the transactions contemplated hereby shall be subject to the prior approval of both the Sellers and the Purchaser, which approval shall not be unreasonably withheld; provided, however, that either party may withhold such approval in its sole discretion with respect to any of the foregoing (other than disclosures necessitated by any securities filing) which discloses any of the financial terms of this transaction.  Prior to the Closing Date, no press releases, public announcements or publicity statements (other than as required by law or in connection with any securities filing) shall be released by either party without such prior mutual agreement.  Notwithstanding the foregoing, prior to the Closing Date, except as otherwise required by law or in connection with a securities filing, no party hereto will disclose the Purchase Price or the manner in which the Purchase Price is calculated, without the prior written consent of the Purchaser and the Sellers.  Additionally, the parties agree that the Company may, following the execution of this Agreement, announce the existence of the pending sale transaction contemplated by this Agreement to the Company’s employees.  The Purchaser shall, at the request of the Sellers and the Company, participate in any such announcement to the Company’s employees as the Sellers and the Company determine appropriate.

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