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EXHIBIT 10(ii)
STOCK REDEMPTION AGREEMENT
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AGREEMENT dated as of June 26 1998, between Quanterra Incorporated, a
Delaware corporation with a principal place of business at 0000 XXX Xxxxxxx,
Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000 ("Quanterra"), IT Corporation, a California
corporation with a principal place of business at 0000 Xxxxxxx Xxxxxxxxx,
Xxxxxxxxxxx, Xxxxxxxxxxxx 00000 ("IT"), and International Technology Corporation
("ITX"), a Delaware corporation with a principal place of business at 0000
Xxxxxxx Xxxxxxxxx, Xxxxxxxxxxx, Xxxxxxxxxxxx 00000.
INTRODUCTION:
IT owns certain shares of the common stock in Quanterra, a company
engaged in certain environmental testing services. IT and Quanterra both desire
that IT transfer all of the common stock of Quanterra owned by IT consisting of
1,890 shares of the Class B common stock (the "Class B Common Stock") to
Quanterra, in consideration of the payments to be made as provided herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises contained herein and intending to be legally bound, the Parties hereby
agree as follows:
1. Definitions. The following terms when used in this
Agreement shall have the-meanings set forth below:
"Affiliate" shall mean a corporation, any other business
entity or a trust, in whatever country organized, which directly or
indirectly controls, is controlled by or is under common control with a
Party, where such control is exercised through majority ownership of
outstanding stock or equity interest, including without limitation the
ultimate corporate parent of each entity and in the case of IT or ITX,
any business entity in which IT or ITX owns more than twenty-five
percent (25%) of the total voting equity, including joint ventures in
which IT or ITX has the right to receive more than twenty-five percent
(25%) of the total profits.
"Class B Common Stock" shall have the meaning set forth in the
introduction to this Agreement.
"Closing" shall have the meaning set forth in Section 2(e).
"Closing Date" shall have the meaning set forth in Section
2(e).
"Contingent Payment" shall have the meaning set forth in
Section 2 (b) below.
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"Encumbrance" shall mean any pledge, lien, charge,
encumbrance, security interest, equity, assessment or claim of any kind
whatsoever.
"IT" shall have the meaning set forth in the first paragraph
to this Agreement.
"ITX" shall have the meaning set forth in the first paragraph
of this Agreement.
"Party" shall mean Quanterra, IT or ITX as the context
requires and if used in the plural, Quanterra, IT and ITX.
"Quanterra" shall have the meaning set forth in the first
paragraph of this Agreement.
"Revenues" shall mean the price or compensation (net of all
applicable discounts and credits) received by Quanterra for
environmental testing services performed by or on behalf of Quanterra
or its Affiliates in the ordinary course of business as a result of
orders or requests made by IT or its Affiliates as set forth on a
proper customer invoice for such testing services.
"1998 Revenues Base" shall have the meaning set forth in
Section 2 (b) (ii) (1) below.
"1999 Revenues" shall have the meaning set forth in Section 2
(b) (ii) (1) below.
"Shareholders' Agreement" shall mean the Amended and Restated
Shareholders Agreement among Corning Incorporated, IT, ITX and
Quanterra, dated as of January 1, 1996.
2. Stock Acquisition and Closing. Subject to the terms and conditions
of this Agreement:
(a) At the Closing, for the consideration set forth in
subsection (b), IT shall transfer and deliver to Quanterra share
certificates representing 1,890 shares of Class B Common Stock of
Quanterra constituting all of IT's ownership of or equity in Quanterra
and all authorized and outstanding shares of capital stock of Quanterra
held or owned by IT.
(b) Upon the terms and subject to the conditions set forth in
this Agreement, as consideration for the Class B Common Stock to be
transferred to it, Quanterra shall: (i) pay IT Five Million Seven
Hundred Fifty Thousand Dollars ($5,750,000) at the Closing by wire
transfer to an account designated by IT; and (ii) on or before March
26, 2000, Quanterra shall make an additional payment to IT (the
"Contingent Payment") (not to
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exceed, in any event, One Million Three Hundred Fifty Thousand Dollars
($1,350,000)); calculated as follows:
(1) $250,000 If the total amount of Revenues
received by Quanterra for
environmental testing services
commercially supplied by Quanterra
to IT, ITX and their Affiliates and
any successor company to IT in 1999
(the "1999 Revenues") exceed
$8,000,000 or the amount of Revenues
received by Quanterra for
environmental testing commercially
supplied by Quanterra to IT, ITX or
their Affiliates and any successor
company to ITX in 1998, whichever is
higher (the "1998 Revenues Base") by
ten percent (10%) but less than
twenty-five percent (25%); or
(2) $600,000 If the 1999 Revenues exceed the 1998
Revenues Base by twenty-five percent
(25%) or more but less than forty
percent (40%); or
(3) $900,000 If the 1999 Revenues exceed the 1998
Revenues Base by forty percent (40%)
but less than fifty percent (50%);
or
(4) $1,350,000 If the 1999 Revenues exceed the 1998
Revenues Base by more than fifty
percent (50%).
All services provided by Quanterra to IT or ITX and ordered by IT, ITX
or their Affiliates from Quanterra in 1998 will be consistent with the
levels achieved during the first half of 1998 and Quanterra, IT and ITX
will at all times act in good faith and consistent with their
respective contractual commitments in purchasing from Quanterra and
supplying to IT and ITX environmental testing services in 1998 and
1999.
(d) Quanterra and its Affiliates, as may be appropriate, shall
keep records of all 1998 Revenues Base and 1999 Revenues on which the
Contingent Payment is calculated in a suitable book or books provided
for this purpose in sufficient detail to enable the Contingent Payment
payable under this Agreement to be accurately determined. Within ninety
(90) days after the end of each calendar quarter from the date of this
Agreement up to and including December 31, 1999, Quanterra shall
deliver to ITX written reports of all transactions used to calculate
the 1998 Revenues Base and the, 1999 Revenues, and with the last report
the manner and amount of the Contingent Payment calculation. If ITX
materially disagrees with any report or the calculation of the
Contingent Payment, ITX and Quanterra shall meet within thirty (30)
days to resolve any dispute amicably. If the Parties do not resolve any
such dispute at this meeting, then Price Waterhouse & Co. shall be
hired to audit the records of Quanterra and verify its reports or if it
cannot, to calculate the 1999 Revenues and 1998 Revenues Base and
report the result to the Parties
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in writing no later than sixty (60) days from the date of the meeting
described above. ITX and Quanterra shall each pay fifty percent (50%)
of total costs and fees of Price Waterhouse & Co. to perform this
service.
(e) Closing. The closing of the transactions contemplated by
this Agreement (the "Closing") shall take place at the offices of
Quanterra, 0000 XXX Xxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx, xx such
other place as may be mutually agreed upon, at nine thirty o'clock a.m.
on June 26, 1998, or such other date as may be mutually agreed upon
(the "Closing Date').
(f) All of the obligations of ITX, IT and their Affiliates
under this Agreement shall be binding upon and apply to any successor
or surviving corporation of ITX or IT whether or not resulting from any
merger or combination with any other entity and whether or not IT is
the surviving entity for a period ending on June 26, 2001.
3. Representation and Warranties by IT and ITX. IT and ITX represent
and warrant to Quanterra that:
(a) Corporate Organization and Authority. IT and ITX are
corporations duly organized, validly existing and in good corporate
standing under the laws of California and Delaware respectively; that
each has the full corporate power and authority to execute and deliver
this Agreement and the other agreements and instruments executed or to
be executed and delivered by them in connection herewith and to
consummate the transactions contemplated hereby and thereby.
(b) Corporate Proceedings; Validity; Enforceability. All
corporate acts and other proceedings required to be taken by or on the
part of IT and ITX to authorize them to carry out this Agreement and
transfer the Class B Common Stock to Quanterra and the other agreements
and instruments executed or to be executed and delivered by them in
connection herewith and the transactions contemplated hereby and
thereby have been duly and properly taken prior to the Closing Date.
This Agreement has been duly executed and delivered by IT and ITX and
constitutes, and each such other agreement and instrument constitutes,
or when duly executed and delivered, shall constitute, the legal, valid
and binding obligation of IT and ITX, enforceable in accordance with
its terms.
(c) No Violation. The execution and delivery by IT and ITX of
this Agreement and the other agreements and instruments executed or to
be executed and delivered by it in connection herewith and their
consummation of the transactions contemplated hereby and thereby shall
not (i) violate any provision of law, (ii) violate the provisions of
any order, judgment or decree of any court or governmental agency or
authority applicable to IT or ITX or its property or business or
violate the Certificate of Incorporation or ByLaws of Quanterra or
(iii) result in a breach of or constitute a default (or an event that
with the giving of notice or lapse of time or both would become a
default) under, or result
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in the creation of an Encumbrance on the Class B Common Stock pursuant
to any indenture, mortgage, lease, agreement or other instrument to
which IT or ITX is a party or by which either is bound.
(d) Approvals. No approval, consent, waiver or other order or
action of or filing or registration with any court or other
governmental authority is required for the execution and delivery by IT
and ITX of this Agreement and the other agreements and instruments
executed or to be executed and delivered by IT and ITX in connection
herewith and the consummation by IT and ITX of the transactions
contemplated hereby and thereby, including without limitation the
transfer of the Class B Common Stock.
(e) Class B Common Stock. The Class B Common Stock constitutes
all of the stock in Quanterra owned or controlled by IT, ITX or their
Affiliates and is all of the equity or other interest or right IT, ITX
or their Affiliates have in Quanterra and is free and clear of any
Encumbrance.
(f) Finders; Brokers. IT and ITX are not parties to any
understanding with, or in any way obligated to, any finder or broker
for any commissions, fees, or expenses in connection with the
origination, negotiation, execution or performance of this Agreement.
4. Representations by Quanterra. Quanterra represents and warrants to
IT and ITX that:
(a) Corporate Existence and Power. Quanterra is a corporation
duly organized, validly existing and in good standing under the laws of
Delaware; it has the full corporate power and authority to execute and
deliver of this Agreement and the other agreements and instruments
executed or to be executed and delivered by it in connection herewith
and it consummate the transactions contemplated hereby and thereby.
(b) Corporate Proceedings; Validity; Enforceability. All
corporate acts and other proceedings required to be taken by or on the
part of Quanterra to authorize it to carry out this Agreement and the
other agreements and instruments executed or to be executed and
delivered by it in connection herewith and the transactions
contemplated hereby and thereby have been duly and properly taken prior
to the Closing Date. This Agreement has been duly executed and
delivered by Quanterra and constitutes, and each such other agreement
and instrument constitutes, or when duly executed and delivered, shall
constitute, the legal, valid and binding obligation of Quanterra,
enforceable in accordance with its terms.
(c) Approvals. No approval, consent, waiver or other order or
action of or filing or registration with any court or other
governmental authority is required for the execution and delivery by
Quanterra of this Agreement and the other agreements and
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instruments to be executed and delivered by Quanterra pursuant hereto
and the consummation by Quanterra of the transactions contemplated
hereby and thereby.
(d) Finders; Brokers. Quanterra is not a party to any
understanding with any finder or broker which would subject Quanterra
to liability for any commissions, fees or expenses in connection with
the origination, negotiation, execution or performance of this
Agreement.
(e) No Violation. The execution and delivery by Quanterra of
this Agreement and the other agreements and instruments executed or to
be executed and delivered by it in connection herewith and its
consummation of the transactions contemplated hereby and thereby shall
not (i) violate any provision of law, (ii) violate the Provisions of
any order, judgment or decree of any court or other governmental agency
or authority applicable to Quanterra or its property or business or
violate the Articles of Incorporation, as amended and restated, of
Quanterra or (iii) result in a breach of or constitute a default (or an
event that with the giving of notice or lapse of time or both would
become a default) under any indenture, mortgage, lease, agreement or
other instrument to which Quanterra is a party or by which it is bound.
5. Additional Covenants.
(a) Termination of the Shareholders' Agreement. Quanterra, IT
and ITX hereby agree that effective on the Closing Date, the
Shareholders Agreement shall be terminated and each of Quanterra, IT
and ITX hereby release each other and Corning Incorporated from any
claim whatsoever arising out of or related to that Agreement and any
other instrument or agreement executed in connection therewith.
(b) Except as expressly set forth in this Agreement, nothing
contained in this Agreement shall be deemed to amend the Asset Transfer
Agreement dated as of May 2, 1994 among MetPath, ITX and IT, as amended
as of June 25, 1994 (the "'Asset Transfer Agreement"), or the other
documents delivered at the closing thereunder, or to relieve any Party
thereto of any obligation set forth in the Asset Transfer Agreement or
such other documents, including without limitation, Sections 12 (b) and
12 (c) of the Asset Transfer Agreement.
(c) For a period of three (3) years from the date of this
Agreement, IT, ITX and any successor to IT and ITX shall use all
reasonable efforts consistent with past practices to cause their
Affiliates and their respective customers, to utilize the services of
laboratories owned and operated by Quanterra, including, whenever
possible, by referring clients and others to Quanterra's laboratories
and by providing for the use of Quanterra's laboratories in their
contracts with their clients. In furtherance of the foregoing, IT and
ITX shall send to its Affiliates and the headquarters of its major
operations a letter in
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substantially the form of Exhibit A hereto within fifteen (15) days of
the date of this Agreement.
(d) During the three (3) year period described in subsection
(c) above, IT and ITX shall, within thirty (30) days of the end of each
calendar quarter, send to Quanterra a written report setting forth the
extent of its Affiliates' purchase of environmental services of the
type supplied by Quanterra and the percentage of such services which
IT, ITX and their Affiliates have purchased from Quanterra.
(e) During the three (3) year period described in subsection
(c) Above, Quanterra shall use all reasonable efforts to maintain
sufficient capacity to process all samples originating from IT, ITX or
their Affiliates and their customers, and to actually process such
samples on bases at least as favorable as those Quanterra offers to
similar clients for similar testing at similar volumes. In furtherance
of the foregoing, Quanterra agrees to use all reasonable efforts to
offer to IT, ITX and their Affiliates and their clients, prices,
turnaround times, and other terms and conditions at least as favorable
as those offered to similar clients of Quanterra which purchase similar
services in similar volumes. Quanterra also agrees to maintain such
quality assurance/quality control and similar programs as ITX may
reasonably request in its efforts to utilize and refer business to
Quanterra laboratories.
(f) IT and ITX shall cause their Affiliates to pay Quanterra
no later than sixty (60) days after the date of an invoice, all
environmental testing services ordered by and on behalf of IT, ITX or
their Affiliates and performed by Quanterra. Nothing contained in this
Section 5(f) shall prejudice any right IT or ITX may have not to pay
for services that have not been satisfactorily performed.
6. Conditions.
(a) Obligations of IT. The obligations of IT to close and to
transfer the Class B Common Stock shall be subject to the following:
(1) Consideration. IT shall have received the payment
required to be made in accordance with Section 2 (a).
(2) Representations and Warranties True at Closing.
The representations and warranties made by Quanterra in this
Agreement and in any certificate or document delivered
pursuant to the provisions hereof shall be true in all
material respects at and as of the Closing Date as though such
representations and warranties were made at and as of such
time.
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(3) Performance. Quanterra shall have performed and
complied in all material respects with all agreements and
conditions required by this Agreement to be performed complied
with by it prior to or at the Closing Date.
(4) Legal Matters. All legal matters incident to the
consummation of the transactions contemplated hereby shall be
satisfactory to counsel for IT.
(5) Certificate of Officer, IT shall have received a
certificate of an officer for Quanterra, dated the Closing
Date and addressed to IT, to the effect that (a) Quanterra has
been duly organized and is validly existing and in good
standing under the laws of California and has the corporate
power to execute, deliver and carry out the terms and
provisions of this Agreement; (b) this Agreement has been
executed and delivered by Quanterra and is the legal, valid
and binding obligation of Quanterra enforceable in accordance
with its terms.
(6) Action or Proceeding. No suit, action or
proceeding, or governmental investigation or inquiry against
or concerning,. directly or indirectly, IT or Quanterra, or
any of the properties of any of the foregoing shall have been
instituted or threatened, nor shall any basis therefor have
arisen that might result in any order or judgment of any court
or other governmental agency or authority which in the opinion
of IT is of such significance or materiality and of such a
nature as to render it inadvisable, to consummate the
transactions contemplated by this Agreement.
(7) Consent to Termination. Corning Incorporated has
executed a consent to the termination of the Shareholders
Agreement substantially in the form of Exhibit B hereto.
(b) Obligations of Quanterra. The obligations of Quanterra to
close and to acquire the Class B Common Stock shall be subject to the
following:
(1) Receipt of Class B Common Stock. Quanterra shall
have received from IT certificates evidencing an aggregate of
1,890 shares of Class B Common Stock.
(2) Representations and Warranties at Closing. The
representations and warranties made by IT and ITX in this
Agreement and in any certificate or document delivered
pursuant to the provisions hereof shall be true in all
material respects at and as of the Closing Date as though such
representations and warranties were made at and as of such
time.
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(3) Performance. IT and ITX shall have performed and
complied in all material respects with all agreements and
conditions required by this Agreement to be performed or
complied with by it prior to or at the Closing Date.
(4) Legal Matters. All legal matters incident to the
consummation of the transactions contemplated hereby shall be
satisfactory to counsel for Quanterra.
(5) Certificate of Officer. Quanterra shall have
received a certificate of an officer for IT and an officer of
ITX, dated the Closing Date and addressed to Quanterra, to the
effect that (a) IT and ITX have been duly organized and are
validly existing and in good standing under the laws of
California and Delaware respectively and that each has the
corporate power to execute, deliver and carry out the terms
and provisions of this Agreement; (b) this Agreement has been
executed and delivered by IT and ITX and is the legal, valid
and binding obligation of IT and ITX enforceable in accordance
with its terms.
(6) Action or Proceeding. No suit, action or
proceeding, or governmental investigation or inquiry against
or concerning, directly or indirectly, Quanterra, IT or ITX,
or any of the properties of any of the foregoing shall have
been instituted or threatened, nor shall any basis therefor
have arisen that might result in any order or judgment of any
court or other governmental agency or authority which in the
opinion of Quanterra is of such significance or materiality
and of such a nature as to render it inadvisable, to
consummate the transactions contemplated by this Agreement.
7. Notices. All notices and communications hereunder given by any Party
to any other Party shall be in writing (including by telex, confirmed in
writing) and shall be deemed to have been duly given when received if delivered
in person or by mail, first-class, postage and certified mail prepaid, and when
sent, if sent by telex, answer back received, addressed to the respective
Parties hereto as follows:
If to Quanterra: Quanterra Incorporated
0000 XXX Xxxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Attention: President
If to IT: IT Corporation
0000 Xxxxxxx Xxxxxxxxx
Xxxxxxxxxxx, XX 00000
Attention:
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If to ITX: International Technology Corporation
0000 Xxxxxxx Xxxxxxxxx
Xxxxxxxxxxx, XX 00000
Attention:
or to such other address as to either Party as such Party shall designate by
written notice to the other Party hereto.
8. Further Assurances. Upon request from time to time, each Party shall
execute and deliver all documents, take all rightful oaths, and do all other
acts that may be reasonably necessary or desirable, in the opinion of counsel
for the other Party, to perfect the title of Quanterra, to the Class B Common
Stock to be acquired under this Agreement, or to aid in the presentation,
defense or other litigation of any rights arising from such Class B Common Stock
or the resolution of any claims arising out of the operations of Quanterra
during the period in which IT was a shareholder of Quanterra or otherwise to
effect the transactions contemplated by this Agreement.
9. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
10. Nonassignability. This Agreement shall not be assigned by either
Party hereto without the express prior written consents of the other Parties
hereto, provided however, Quanterra may assign it interest in this Agreement on
a one time basis in connection with sale of all or substantially all of its
business or assets. Any attempted assignment in breach of this section, and
without such consents as are required hereby, shall be null and void.
11. Captions; Exhibits. The captions appearing herein are f or the
convenience of the Parties only, and shall not be construed to affect the
meaning of the provisions of this Agreement. All Exhibits referred to herein are
annexed hereto and hereby made a part of this Agreement, and any document or
matter referenced in any Exhibit shall be deemed referred to in every Exhibit.
12. Arbitration. All disputes or differences arising out of or related
in any way to this Agreement shall be submitted to the decision of three (3)
arbitrators, one to be chosen by each party, and the third to be chosen by the,
two previously selected arbitrators. If either of the parties fails to appoint
an arbitrator within one (1) month after receipt of a demand to arbitrate, such
arbitrator shall at the request of either party be appointed by application to
the courts of New York having competent jurisdiction therefor.
The arbitration proceedings shall take place in New York. The applicant
shall submit its case within one (1) month after the appointment of the
arbitration panel, and the respondent shall
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submit his reply within one (1) month after receipt of a claim. The arbitrators
shall apply the rules of evidence and law applicable in courts sitting in New
York.
The arbitration panel shall be empowered to award provisional (i.e.,
injunctive) relief upon proper application, but a party shall be entitled,
pending the appointment of all such arbitrators and the convening of such
arbitration, to seek such relief from any court otherwise having competent
jurisdiction of such matter.
The arbitration panel shall render a written, reasoned decision on each
issue before it, in which decision it shall also state bow each arbitrator
voted. Any decision by the arbitration panel shall be binding upon the parties
and may be entered as a final judgment in any court having jurisdiction. The
cost of any arbitration proceeding shall be borne by the parties as the
arbitrator shall determine if the parties have not otherwise agreed.
13. Entire Agreement. This Agreement including the exhibits attached
hereto contains the entire understanding between the Parties with regard to the
subject matter hereof and shall be binding and enforceable by the Parties and
their respective successors. Except as otherwise provided herein, neither this
Agreement nor any provisions hereunder may be amended, modified, waived or
discharged unless such amendment, modification, waiver or discharge is agreed to
in a writing, duly subscribed and acknowledged with the same formality as this
Agreement, and signed by each of Quanterra, IT and ITX. Any waiver of a right,
term or provision hereunder by a Party hereto shall not be deemed a continuing
waiver unless so specified and shall not prevent or stop a Party hereto from
thereafter enforcing such right, term or provision, and the failure of a Party
hereto to insist in one or more instances upon strict performance by another
Party hereto, of any of the terms and provisions of this Agreement shall not be
construed as a waiver or relinquishment for the future of any such right, terms
or provision, but the same shall continue in full force and effect.
14. Severability. If any provision contained in this Agreement shall to
any extent be held invalid or unenforceable, such invalidity or unenforceability
shall not affect the validity or enforceability of any other provision of this
Agreement which shall remain in full force and effect. Any provision contained
in this Agreement which is held to be invalid or unenforceable under applicable
law shall be, if possible, modified or altered to conform to such applicable
law, or if not possible, shall be deemed to be omitted herefrom.
15. Execution in Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, and it shall not
be deemed necessary in making proof of this Agreement to produce or account for
more than one counterpart signed by the Party to be charged thereby.
16. Expenses. Each Party to this Agreement shall pay its own expenses
incurred in connection with this Agreement and the transactions contemplated
hereunder.
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17. Interpretation. Neither the captions of the various sections of
this Agreement which are for convenience or reference only, nor the identity of
the Party which drafted this Agreement shall be accorded weight in the
interpretation of this Agreement.
18. Specific Enforcement. Notwithstanding any other provision of this
Agreement, it is understood and agreed that damages and any other remedies at
law may be inadequate in the case of any breach by any Party hereto of any of
the provisions hereof, and each Party hereto agrees that the other Parties shall
be entitled to equitable relief and the remedy of specific performance with
respect to any breach or attempted breach of any of the provisions hereof.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly
executed as of the date first above written.
QUANTERRA INCORPORATED
By: /s/ XXXX X. XXXXXX
-----------------------------------------------
Xxxx X. Xxxxxx
Senior Vice President
INTERNATIONAL TECHNOLOGY CORPORATION
By: /s/ XXXXXXX X. XXXXXX
-----------------------------------------------
Xxxxxxx X. XxXxxx, President and
Chief Executive Officer
IT CORPORATION
By: /s/ XXXXXXX X. XXXXXX
-----------------------------------------------
Xxxxxxx X. XxXxxx, President
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CONSENT TO THE TERMINATION
OF THE AMENDED AND RESTATED
SHAREHOLDERS AGREEMENT AMONG
CORNING INCORPORATED, INTERNATIONAL
TECHNOLOGY CORPORATION, IT CORPORATION
AND QUANTERRA INCORPORATED
In connection with the Amended and Restated Shareholders Agreement
dated as of January 1, 1996 among Corning Incorporated ("Corning"),
International Technology Corporation ("ITX"), IT Corporation ("IT") and
Quanterra Incorporated ("Quanterra") (the "Shareholders Agreement"), Corning
hereby agrees to the termination of such Agreement and releases each and every
party to such Shareholders Agreement from any claim whatsoever arising out of or
related to the Shareholders Agreement.
CORNING INCORPORATED
By:
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Dated: June 26, 1998
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