US-EG-9487 free printable template

MASTER ESTABLISHMENT AND TRANSITION AGREEMENT BETWEEN SAVVIS COMMUNICATIONS CORPORATION AND BRIDGE INFORMATION SYSTEMS INC. 93 iii This Master Establishment and Transition Agreement Agreement made this day of 2000 by and between SAVVIS Communications Corporation a Delaware corporation Buyer and Bridge Information Systems Inc. a Missouri corporation Seller. 2000 PAGE TABLE OF CONTENTS ARTICLE I. 1 1. 1 Acquired Network Facilities. 2 1. 2 Adverse Consequences. 2 1. 3 Assumed Liabilities. 2 1. 4...Buyer Subsidiaries. 2 1. 5 Code. 2 1. 6 Contracts. 2 1. 7 Employee Benefit Plan. 2 1. 8 ERISA. 2 1. 9 Impermissible Security Interest. 2 1. 10 International Network Assets. 3 1. 11 IP Network. 3 1. 12 knowledge. 3 1. 13 Lien. 3 1. 14 Local Transfer Agreements. 3 1. 15 Retained Liabilities. 3 1. 16 Seller Subsidiaries. 3 1. 17 US Network Assets. 4 1. 18 WARN Act. 4 1. 19 Terms. 4 2. 1 Purchase and Sale of Purchased Assets Effective Time. 6 2. 2 Assumption of Liabilities. 6 2. 3 Purchase Price. 6...2. 4 The Closing*. 7 2. 5 Deliveries at the Closing*. 7 3. 1 Organization of Seller. 8 3. 2 Authorization of Transaction*. 8 3. 3 Noncontravention*. 8 3. 4 Brokers Fees. 9 3. 5 Purchased Assets. 9 3. 7 Employees. 10 3. 8 Disclaimer of Other Representations and Warranties. 10 i 5. 1 Notices and Consents. 12 5. 2 Call Right. 12 5. 3 Exercise of Call Right. 12 5. 4 Seller s Obligation with Respect to Call Assets. 13 5. 5 Buyer s Obligations with Respect to Call Assets. 14 5. 6 Termination of Call...Right. 14 5. 7 Employee Services. 14 5. 8 Offers of Employment. 14 5. 10 Access to Employee Information*. 16 5. 11 WARN Act Indemnification*. 16 5. 12 Workers Compensation Claims. 16 5. 13 Employee Benefit Plans. 16 5. 14 Further Assurances. 16 6. 1 Survival of Representations and Warranties. 17 6. 2 Indemnification Provisions for Benefit of the Buyer. 17 6. 4 Matters Involving Third Parties. 18 6. 5 Call Right Remedies. 18 6. 6 Exclusive Remedy. 18 7. 1 No Third-party Beneficiaries. 19 7. 2...Entire Agreement. 19 7. 3 Succession and Assignment. 19 7. 4 Counterparts. 19 7. 5 Headings. 19 7. 6 Notices. 19 7. 6 Governing Law. 20 7. 7 Arbitration*. 20 7. 8 Amendments and Waivers. 21 7. 9 Severability. 21 7. 10 Expenses. 21 7. 11 Construction*. 21 7. 12 Incorporation of Exhibits and Schedules. 21 7. 13 Bulk Transfer Laws. 21 Exhibit A. 23 ii Schedule 1. 3. 81 Schedule 3. 5 a. 88 Schedule 5. 2 b. Buyer and Seller are referred to collectively herein as the parties. RECITALS WHEREAS Seller...is engaged in the business of collecting distributing various financial news and other data WHEREAS Buyer is engaged in the business Internet protocol backbone and other data transport services of providing relating to the provision of Internet protocol backbone and other data transport services such assets consisting of i all of the equity interest the Interest in Seller s wholly-owned subsidiary Global Network Assets LLC a Delaware limited liability company the LLC and ii the International...Network Assets defined below WHEREAS Seller does not own outright but instead leases a substantial portion of the US based assets backbone Leased Assets and comprising its Internet protocol sell and Buyer and certain of its subsidiaries desire to purchase i the Interest and ii the International Network Assets collectively such acquired assets are referred to herein as the Purchased Assets provided however that Call Assets first shall be added to the Purchased Assets as they are acquired under a...Local Transfer Agreement.