Data Processing Agreements. (1) The Company shall have entered into agreements with Verizon Information Technologies Inc. to obtain distributed processing computing services and mainframe computing and help desk services substantially on the terms contained in Exhibit H (the "VIT SERVICES AGREEMENTS"), (2) the other terms and conditions of the VIT Services Agreements shall be in form reasonably satisfactory to the Buyer, (3) the Existing VDS Agreement shall have been terminated without the exercise of any put right thereunder by Verizon Data Services Inc. and (4) to the extent there are any billing disputes under the Existing VDS Agreement, such disputes shall have been finally settled. For purposes of Sections 7.2(a), 7.2(b) and 7.2(d), any inaccuracy in a representation or warranty resulting in a Material Adverse Circumstance, any material breach of a covenant or any change in or event affecting the Company that constitutes a Material Adverse Circumstance shall not excuse Buyer and Merger Sub from their respective obligations to complete the Closing if such event gives rise solely to money damages in an amount mutually agreed upon by Buyer and Seller, and on the Closing Date Seller agrees to reduce the Merger Consideration by such amount.
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Data Processing Agreements. (1) The Company shall have entered into agreements with Verizon Information Technologies Inc. to obtain distributed processing computing services and mainframe computing and help desk services substantially on the terms contained in Exhibit H (the "VIT SERVICES AGREEMENTS"), (2) the other terms and conditions of the VIT Services Agreements shall be in form reasonably satisfactory to the Buyer, (3) the Existing VDS Agreement shall have been terminated without the exercise of any put right thereunder by Verizon Data Services Inc. and (4) to the extent there are any billing disputes under the Existing VDS Agreement, such disputes shall have been finally settled. For purposes of Sections 7.2(a), 7.2(b) and 7.2(d), any inaccuracy in a representation or warranty resulting in a Material Adverse Circumstance, any material breach of a covenant or any change in or event affecting the Company that constitutes a Material Adverse Circumstance shall not excuse Buyer and Merger Sub from their respective its obligations to complete the Closing if such event gives rise solely to money damages in an amount mutually agreed upon by Buyer and Seller, and on the Closing Date Seller agrees to reduce the Merger Consideration Purchase Price by such amount.
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