AGREEMENT
This Agreement ("Agreement") dated as of February 10, 1999 among
Government Technology Services, Inc., a Delaware corporation ("GTSI"), BTG,
Inc., a Virginia corporation ("BTG"), BTG Technology Systems, Inc., a
Virginia corporation ("BTG Systems"), and Concept Automation, Inc. of
America, a Virginia corporation ("Concept Automation" and, together with
BTG and BTG Systems, the "BTG Group"). Capitalized terms used but not
defined herein shall have the meanings ascribed to them in the Asset
Purchase Agreement dated as of February 12, 1998 among GTSI and the BTG
Group (the "Purchase Agreement").
W I T N E S S E T H:
WHEREAS, pursuant to the Purchase Agreement, GTSI purchased
substantially all of the assets of the Division;
WHEREAS, concurrently with the execution of the Purchase Agreement,
GTSI and the BTG Group entered into certain ancillary agreements, including
the Escrow Agreement, Trademark License Agreement, Database and Software
Agreement, Standstill Agreement, Transition Services Agreement, Lockbox
Agreement, Sales Commission and Bonus Agreement, Royalty Subcontracts,
Novation Subcontracts, Novation Agreements, Warehouse Sublease Agreement,
Chattanooga Sublease Agreement and Assignment and Assumption of the Germany
Lease (collectively, with the Purchase Agreement, the "Transaction
Documents");
WHEREAS, GTSI and BTG entered into a letter agreement last dated as of
May 18, 1998 (the "Letter Agreement"), which superceded Section 2.10(c) and
2.10(d) of the Purchase Agreement and resolved issues regarding the
disposition of certain BTG Surplus Inventory (as defined therein); and
WHEREAS, certain disagreements have arisen among the parties regarding
their respective rights and obligations under certain Transaction Documents
and, to resolve such disagreements, the parties desire to modify and
clarify such rights and obligations in the manner set forth in this
Agreement.
NOW, THEREFORE, in consideration of the premises and the agreements
set forth herein, the parties hereto hereby agree as follows:
Article I
Definitions; Closing
Section 1.01. Definitions
(a) The following terms used herein shall have the following
meanings:
"Affiliate" means with respect to any Person, any Person now or
hereafter controlling, controlled by or under common control with such
Person.
"Ancillary Agreements" means the Royalty Subcontract Amendment, the
Royalty Novation Agreement and the Stock Transfer Agreement dated the date
hereof between GTSI and BTG.
"Common Stock" means common stock, par value $.005 per share, of GTSI.
"Escrow Funds" means the $800,000 cash plus interest accrued thereon
currently on deposit with the Escrow Agent in accordance with the Escrow
Agreement.
"Escrow Shares" means the 300,000 shares of Common Stock currently
held by the Escrow Agent in accordance with the Escrow Agreement.
"Knowledge" means (i) with respect to GTSI, the actual knowledge of
the persons listed on Schedule 1.01(a) and (ii) with respect to any member
of the BTG Group, the actual knowledge of the persons listed on Schedule
1.01(b).
"Lien" means any adverse claim, restriction on voting or transfer or
pledge, lien, mortgage, hypothecation, collateral assignment, charge,
encumbrance, easement, covenant, restriction, title defect, encroachment or
security interest of any kind.
"Novated Contracts" means the contracts listed on Attachment A to the
Novated Subcontract.
"Novated Subcontract" means the Subcontract Agreement Under Novated
Contracts dated as of February 11, 1998 among GTSI, BTG and Concept
Automation.
"PC-2 Contract" means Contract No. DAAB07-97-D-V002 for the Department
of Defense.
"Person" means and includes an individual, a partnership, a joint
venture, a corporation, a limited liability company, an unincorporated
organization or a government or a department or agency therof.
"Royalty Contracts" means the Contracts as defined in the Royalty
Subcontract.
"Royalty Novation Agreement" means the Novation Agreement attached
hereto as Exhibit 1 which applies to all of the Royalty Contracts other
than the PC-2 Contract.
"Royalty Subcontract" means the Subcontract Agreement Under Royalty
Contracts dated as of February 11, 1998 between GTSI and BTG.
"Royalty Subcontract Amendment" means Modification One to Subcontract
Agreement Under Royalty Contracts attached hereto as Exhibit 2.
"Spare Parts" means the spare parts relating to the PC-2 Contract
listed on Schedule 1.01(c).
(b) The following terms shall have the meanings assigned to such
terms in the
following Sections:
Term Section
Agreement Recitals
BTG Recitals
BTG Group Recitals
Closing 1.02
GTSI Recitals
GTSI Account 2.01(a)
Letter Agreement Recitals
Purchase Agreement Recitals
Released Claims 6.05
Transaction Documents Recitals
Section 1.02. Closing. The closing of the transactions contemplated
by this Agreement (the "Closing") shall take place at the offices of Arent
Fox Xxxxxxx Xxxxxxx & Xxxx, PLLC, 0000 Xxxxxxxxxxx Xxxxxx, X.X.,
Xxxxxxxxxx, X.X. at 10:30 a.m. local time, simultaneously with the
execution and delivery of this Agreement and the Ancillary Agreements;
provided, however, that the parties intend that the Closing shall deemed to
be effective, and the transactions contemplated hereby shall be deemed to
occur simultaneously at 5:00 p.m. local time on the date hereof.
Article II
Termination of Escrow
Section 2.01. Disposition of Escrow Funds and Escrow Shares.
(a) At the Closing, the parties shall cause the Escrow Agent to
deliver the
Escrow Funds to GTSI by wire transfer to a bank account designated by GTSI
(the "GTSI Account").
(b) At the Closing, subject to Section 2.04, the parties shall
cause the
Escrow Agent to deliver the Escrow Shares to BTG free and clear of any
claims under the Escrow Agreement.
Section 2.02. Termination of Escrow Agreement. At the Closing, the
parties shall deliver written instructions to the Escrow Agent terminating
the Escrow Agreement immediately after the Escrow Funds and Escrow Shares
are delivered in accordance with Section 2.01.
Section 2.03. Effect of Termination of Escrow Agreement. Other than
the Released Claims, the parties agree that all of GTSI's claims, causes of
action and remedies under or otherwise in respect of the Transaction
Documents shall remain unchanged.
Section 2.04. Stock Legend. On the date of the Closing, BTG shall
cause the certificates evidencing the Escrow Shares to be tendered to
GTSI's transfer agent, First Union National Bank, which shall issue to BTG
stock certificates of the same denomination in exchange therefor bearing
the following modified legends:
"THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE
STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED EXCEPT UPON DELIVERY
TO THE CORPORATION OF AN OPINION OF COUNSEL SATISFACTORY IN FORM AND
SUBSTANCE TO IT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT
OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW.
THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS
OF A STANDSTILL AGREEMENT DATED FEBRUARY 12, 1998 BY AND BETWEEN THE
CORPORATION AND BTG, INC. AND MAY NOT BE TRANSFERRED EXCEPT IN
COMPLIANCE THEREWITH.
THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS
OF A STOCK TRANSFER AGREEMENT DATED FEBRUARY 10, 1999 BY BTG, INC. AND
THE CORPORATION AND MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE
THEREWITH.
Article III
Representations of the BTG Group
Section 3.01. Authorization, Binding Obligations and No Conflicts.
Each
member of the BTG Group has full power and authority to enter into this
Agreement and the Ancillary Agreements, as applicable, and to perform the
transactions contemplated hereby and thereby. This Agreement and the
Ancillary Agreements, as applicable, have been duly authorized, executed
and delivered by each member of the BTG Group and are valid and binding
obligations of each such member. The execution, delivery and performance
by each member of the BTG Group of this Agreement and the Ancillary
Agreements, as applicable, the fulfillment of and compliance with the terms
and provisions hereof and thereof, and the consummation by each member of
the BTG Group of the transactions contemplated hereby and thereby do not
require any consent or approval other than that which has been obtained,
conflict with or result in a breach by any member of the BTG Group of any
of the terms or provisions of, or constitute a default under, any
applicable law, rule, or regulation or any applicable decree, judgment or
order of any court, federal or state regulatory body, administrative agency
or other governmental body having jurisdiction over any member of the BTG
Group, or the certificate of incorporation or bylaws of any such member.
Section 3.02. Absence of Litigation. There is no action, suit,
claim, arbitration, proceeding or investigation, at law or in equity, or
before or by any court, arbitrator or governmental authority, pending, or,
to the knowledge of any member of the BTG Group, threatened or reasonably
anticipated against, affecting or involving any member of the BTG Group,
wherein an unfavorable decision, ruling or finding would adversely affect
the validity or enforceability of, or the authority or ability of any
member of the BTG Group to perform its obligations under, this Agreement.
Section 3.03. BTG Group's Knowledge. Except as set forth on Schedule
3.03, no member of the BTG Group has Knowledge as of the date of this
Agreement of any potential claim of any member of the BTG Group against
GTSI with respect to the Transaction Documents, this Agreement, or the
Ancillary Agreements.
Article IV
Representations of GTSI
Section 4.01. Authorization, Binding Obligations and No Conflicts.
GTSI
has full power and authority to enter into this Agreement and to perform
the transactions contemplated hereby. This Agreement has been duly
authorized, executed and delivered by GTSI and is a valid and binding
obligation of GTSI. The execution, delivery and performance by GTSI of this
Agreement, the fulfillment of and compliance with the terms and provisions
hereof, and the consummation by GTSI of the transactions contemplated
hereby do not require any consent or approval other than that which has
been obtained, conflict with or result in a breach by GTSI of any of the
terms or provisions of, or constitute a default under, any applicable law,
rule, or regulation or any applicable decree, judgment or order of any
court, federal or state regulatory body, administrative agency or other
governmental body having jurisdiction over GTSI, or the certificate of
incorporation or bylaws of GTSI.
Section 4.02. Absence of Litigation. There is no action, suit,
claim, arbitration, proceeding or investigation, at law or in equity, or
before or by any court, arbitrator or governmental authority, pending, or,
to the Knowledge of GTSI, threatened or reasonably anticipated against,
affecting or involving GTSI, wherein an unfavorable decision, ruling or
finding would adversely affect the validity or enforceability of, or the
authority or ability of GTSI to perform its obligations under, this
Agreement.
Section 4.03. Title to Spare Parts. GTSI has as of the date of this
Agreement good, valid and marketable title to the Spare Parts, free and
clear of any Liens.
Section 4.04. Royalty Contracts. GTSI has the ability as of the date
of this Agreement to perform under the Royalty Contracts. The amount
payable to BTG as of January 29, 1999 under the Royalty Contracts for work
performed through December 31, 1998 (a) excluding accrued amounts which are
not yet due and payable, is $914,450.87 (the "Royalty Contract Payment"),
and (b) including accrued amounts which are not yet due and payable, is
$1,177,763.35. To the Knowledge of GTSI, such amounts are fully
collectible.
Section 4.05. GTSI's Knowledge. Except as set forth on Schedule
4.05, GTSI has no Knowledge as of the date of this Agreement of any
potential claim of GTSI against any member of the BTG Group with respect to
the Transaction Documents, this Agreement, or the Ancillary Agreements.
Article V
Royalty Issues
Section 5.01. Amendment to Royalty Subcontract; Payment. At the
Closing, GTSI and BTG shall execute the Royalty Subcontract Amendment and
GTSI shall pay the Royalty Contract Payment to BTG by wire transfer to an
account designated by BTG as contemplated by Section 6.08.
Section 5.02. Novation of the Royalty Contracts. At the Closing,
GTSI and BTG shall execute the Royalty Novation Agreement and thereafter
will cooperate fully with each other and will use all reasonable efforts to
obtain consents to the novation of the Royalty Contracts covered thereby.
BTG hereby agrees expeditiously to take all action necessary to request in
accordance with FAR Section 42.12 that the U.S. Government execute the
Royalty Novation Agreement recognizing GTSI as the successor in interest to
the Royalty Contracts covered by the Royalty Novation Agreement. The
Royalty Subcontract, as amended by the Royalty Subcontract Amendment, shall
remain in place and effective with respect to the Royalty Contracts until
novation is obtained and, after such novation, shall remain in place and
effective with respect to the PC-2 Contract in accordance with its terms.
Article VI
Other Agreements
Section 6.01. Spare Parts. At the Closing, BTG agrees to purchase
from GTSI, and GTSI agrees to sell to BTG, the Spare Parts for a purchase
price equal to One Dollar ($1.00) payable to GTSI by wire transfer to the
GTSI Account as contemplated by Section 6.08. BTG agrees to pay and be
responsible for any and all sales, use, transfer and other taxes imposed
with respect to such purchase and sale.
Section 6.02. Outstanding Commercial Invoices. Schedule 6.02 sets
forth a list of all of the commercial invoices outstanding as of the date
of this Agreement regarding (a) amounts owed to BTG by GTSI and (b) amounts
owed to GTSI by BTG. After offsetting these amounts against each other,
BTG owes $219,309.26 to GTSI. Such amount owed by BTG shall be offset
against amounts owed by GTSI to BTG in calculating the payment due from
GTSI to BTG at Closing pursuant to Section 6.08.
Section 6.03. Future Commerce. GTSI and BTG agree that all future
commerce between them shall be on a net 30 basis, unless they agree
otherwise in writing with respect to specific transactions.
Section 6.04. GTSI Board Representation. Effective as of the
Closing, (a) Xx. Xxxxxx Xxxxxxx shall resign from the GTSI Board of
Directors (the "GTSI Board") and (b) the Standstill Agreement shall be
amended to delete Article IV thereof, thereby terminating any and all of
BTG's rights with respect to the BTG Designee and the Joint Designee as
defined therein. Subject to the approval of the GTSI Board on an annual
basis in its sole discretion after the Closing, GTSI may to the extent
legally permitted to do so invite Xx. Xxxxxxx, as a representative of BTG,
as long as BTG owns at least ten percent (10%) of the Common Stock
outstanding, to attend all meetings of the GTSI Board (but not committees,
subcommittees or special committees of the GSTI Board) in a nonvoting
observer capacity and, in this respect, may give such representative copies
of all notices, minutes, consents, and other materials that it provides to
its directors; provided, however, that such representative shall agree to
hold in confidence and trust and to act in a fiduciary manner with respect
to all information so provided, and, provided further, that GTSI reserves
the right to withhold any information and to exclude such representative
from any meeting or portion thereof if access to such information or
attendance at such meeting could adversely affect the attorney-client
privilege between GTSI and its counsel or would result in disclosure of
trade secrets to such representative.
Section 6.05. Released Claims.
(a) Effective as of the Closing, in consideration of the payments and
agreements of
the BTG Group herein, GTSI, on behalf of itself and its Affiliates,
successors and assigns (the "GTSI Releasers"), hereby releases and forever
discharges each member of the BTG Group and each of their successors and
assigns (collectively, the "BTG Releasees") of and from any and all causes
of action, suits, claims, demands, defenses, offsets or recoupment of any
kind and nature whatsoever in law or in equity known or unknown which the
GTSI Releasers ever had, may have or may in the future have with respect to
(a) the invalidity of any backlog orders listed on Schedule 3.24(a) of the
Purchase Agreement, (b) noncompliance with Section 5.03(f) of the Purchase
Agreement regarding Returned Products, (c) noncompliance with Section 2.04
of the Purchase Agreement, regarding satisfaction of Retained Liabilities,
insofar as such Retained Liabilities pertain to warranty claims and
obligations (but not "year 2000" claims and obligations) relating to
products and services delivered under the Contracts (other than the PC-2
Contract) on or before the Closing Date as set forth in clause (iii) of the
definition of Retained Liabilities in the Purchase Agreement, (d)
noncompliance with Section 5.11 of the Purchase Agreement and (e) the
matters identified on Schedule 4.05, but only with respect to the period
ending on the date of this Agreement and not with respect to any claims
which may exist in the future with respect to such matters arising after
the date of this Agreement (collectively, the "Released Claims").
(b) Effective as of the Closing, in consideration of the payments and
agreements of
GTSI herein, the BTG Group, on behalf of itself and its Affiliates,
successors and assigns (the "BTG Releasers"), hereby releases and forever
discharges GTSI and its successors and assigns (collectively, the "GTSI
Releasees") of and from any and all causes of action, suits, claims,
demands, defenses, offsets or recoupment of any kind and nature whatsoever
in law or in equity known or unknown which the BTG Releasers ever had, may
have or may in the future have with respect to the matters identified on
Schedule 3.03, but only with respect to the period ending on the date of
this Agreement and not with respect to any claims which may exist in the
future with respect to such matters arising after the date of this
Agreement.
Section 6.06. Warranty Responsibility; Purchase Agreement Amendment.
Except as provided in the Royalty Subcontract Amendment with respect to the
PC-2 Contract, GTSI shall assume, effective as of the Closing, all past,
present and future warranty responsibility under the Royalty Contracts and
the Novated Contracts other than the PC-2 Contract. To this end, effective
as of and after the Closing, the Purchase Agreement shall be amended as
follows:
(a) clause (iii) of the definition of Retained Liabilities in
Section 1.01 of the Purchase Agreement shall be amended to read as follows:
"warranty claims and obligations relating to products and services
delivered under the PC-2 Contract on or before the Closing Date and "year
2000" compliance claims and obligations relating to products and services
delivered under the Contracts on or before the Closing Date;" and
(b) Section 5.11 of the Purchase Agreement shall be deleted.
Section 6.07. Surplus Inventory. The parties acknowledge and agree
that all issues between them have been resolved regarding payments due or
owing for inventory delivered by BTG to GTSI at any time in calendar 1998
which was not included in the definition of Current Inventory and
Noncurrent Inventory as defined in the Purchase Agreement. Without limiting
the generality of the foregoing, the BTG Group specifically acknowledges
that no payments are or will be due and owing from GTSI to BTG with respect
to any additional inventory delivered by BTG to GTSI after the date of the
Letter Agreement for which BTG has previously submitted an invoice to GTSI
in the amount of $182,186.26. The BTG Group further represents and
warrants that there is as of the Closing no inventory in its possession or
under its control which it will deliver to GTSI and/or for which it will
seek payment from GTSI.
Section 6.08. Closing Payment. After offsetting the amounts owed by
the parties to each other pursuant to Sections 5.01, 6.01 and 6.02, it is
agreed that GTSI owes the net amount of $695,140.61 to BTG. At the
Closing, GTSI agrees to pay $695,140.61 to BTG by wire transfer to the BTG
Account.
Article VII
Miscellaneous
Section 7.01. Entire Agreement. This Agreement, together with the
Ancillary Agreements, constitutes the entire agreement among the parties
with respect to the subject matter hereof and supersedes all prior written
and oral and all contemporaneous oral agreements and understandings with
respect to the subject matter hereof. Except as modified by this Agreement,
the provisions of the Transaction Documents shall remain unchanged.
Section 7.02. Notices. All notices, requests and other
communications to any party hereunder shall be in writing (including
telecopy or similar writing) and shall be given,
if to any member of the BTG Group, to:
Xxxxxx X. Xxxxxxx
President and Chief Executive Officer
BTG, Inc.
0000 Xxxxxxx Xxxxx Xxxx
Xxxxxxx, XX 00000
telecopier: (000) 000-0000
with a copy to:
Xxxxxxx Xxx, Esq.
General Counsel
BTG, Inc.
0000 Xxxxxxx Xxxxx Xxxx
Xxxxxxx, XX 00000
telecopier: (000) 000-0000
if to GTSI, to:
X. Xxxxx Young
President and Chief Executive Officer
Government Technology Services, Inc.
0000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxxx, XX 00000-0000
telecopier: (000) 000-0000
with a copy to:
Xxxxxx X. XxXxxxxx
Arent Fox Xxxxxxx Xxxxxxx & Xxxx, PLLC
0000 Xxxxxxxxxxx Xxx., X.X.
Xxxxxxxxxx, XX 00000-0000
telecopier: (000) 000-0000
or such other address as such party may hereafter specify for the purpose
by notice to the other parties hereto. Each such notice, request or other
communication shall be effective (a) if given by telecopy, when such
telecopy is transmitted to the telecopy number specified in this section
and the appropriate telecopy confirmation is received, or (b) if given by
any other means, when delivered at the address specified in this Section.
Section 7.03. No Waivers. No failure or delay by any party in
exercising any right, power or privilege hereunder shall operate as a
waiver thereof nor shall any single or partial exercise thereof preclude
any other or further exercise thereof or the exercise of any other right,
power or privilege. The rights and remedies herein provided shall be
cumulative and not exclusive of any rights or remedies provided by law.
Section 7.04. Successors and Assigns. The provisions of this
Agreement shall be binding upon and inure to the benefit of parties hereto
and their respective successors and assigns, provided that no party may
assign, delegate or otherwise transfer any of its rights or obligations
under this Agreement without the consent of the other parties hereto;
provided, however, that, without the prior consent of GTSI, the BTG Group
may collaterally assign their rights hereunder, subject to the terms and
conditions hereunder and without relieving the BTG Group of any obligation
or liability hereunder, to a financing institution or federal lending
agency, as used in 31 U.S.C. Section 3527 and 41 U.S.C. Section 15, as
security for the BTG Group's obligations to such financing institution or
agency.
Section 7.05. Governing Law. This Agreement shall be construed in
accordance with and governed by the law of the Commonwealth of Virginia
regardless of the law that might otherwise govern under principles of
conflicts of laws applicable thereto, except with respect to matters of
corporate law as they apply to GTSI, which shall be governed by the
Delaware General Corporation Law.
Section 7.06. Counterparts; Effectiveness. This Agreement may be
signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the
same instrument. This Agreement shall become effective when each party
hereto shall have received counterparts hereof signed by all of the other
parties hereto.
Section 7.07. Expenses. Except as otherwise provided in this
Agreement, each party will be solely responsible for such party's legal,
accounting, and other costs and expenses associated with the transactions
contemplated by this Agreement. If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement or an
Ancillary Agreement, the prevailing party shall be entitled to reasonable
attorneys' fees, costs and necessary disbursements in addition to any other
relief to which such party may be entitled.
Section 7.08. Terms Generally. The definitions in Article I shall
apply equally to both the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms. The words "include,"
"includes" and "including" shall be deemed to be followed by the phrase
"without limitation." All references herein to Articles, Sections,
Attachments, Exhibits and Schedules shall be deemed references to Articles
and Sections of, and Attachments, Exhibits and Schedules to, this Agreement
unless the context shall otherwise require. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with generally accepted accounting principles.
Section 7.09. No Third-Party Beneficiaries. This Agreement shall
not confer any rights or remedies upon any Person other than the parties
and their respective successors and permitted assigns.
Section 7.10. Specific Performance. Each of the parties acknowledges
and agrees that the other party would be damaged irreparably in the event
any of the provisions of this Agreement are not performed in accordance
with their specific terms or otherwise are breached. Accordingly, each of
the parties agrees that the other party shall be entitled to an injunction
or injunctions to prevent breaches of the provisions of this Agreement and
to enforce specifically this Agreement and the terms and provisions hereof
in any action instituted in any court of the United States or any state
thereof having jurisdiction over the parties and the matter (subject to the
provisions set forth in Section 7.11), in addition to any other remedy to
which it may be entitled, at law or in equity.
Section 7.11. Jurisdiction. Each of the parties consents to the
exclusive jurisdiction of the federal courts of the Eastern District of
Virginia for any legal action, suit or proceeding arising out of or in
connection with this Agreement or the transactions contemplated hereby, and
agrees that any such action, suit, or proceeding may be brought only in
such courts. If such forum is not available, each of the parties consents
to the exclusive jurisdiction of the Circuit Court of Fairfax County,
Virginia, for any such action, suit or proceeding. Each of the parties
further waives any objection to the laying of venue for any suit, action or
proceeding in such courts. Each of the parties agrees to accept and
acknowledge service of any and all process that may be served in any suit,
action or proceeding. Each of the parties agrees that any service of
process upon it mailed by registered or certified mail, return receipt
requested to such party at the address provided in Section 7.02 shall be
deemed in every respect effective service of process upon such party in any
such suit, action or proceeding. Each of the parties agrees to waive any
right it might have to a trial by jury in any such suit, action or
proceeding.
Section 7.12. Joint and Several Liability. Notwithstanding anything
herein to the contrary, for all purposes of this Agreement (a) each member
of the BTG Group hereby agrees that (i) it shall be deemed to have made
herein all of the representations and warranties made by all other members
of the BTG Group and under the Ancillary Agreements and (ii) it is jointly
and severally obligated and liable for the obligations and liabilities of
all other members of the BTG Group herein and therein.
Section 7.13. Further Assurances. Each of the parties shall, without
further consideration, use reasonable efforts to execute and deliver to the
other such additional documents and take such other action as the other may
reasonably request to carry out the intent of this Agreement and the
transactions contemplated hereby.
Section 7.14. Survival. The representations, warranties and
covenants of GTSI and the BTG Group contained in this Agreement or any
Ancillary Agreement shall survive the Closing.
[Signatures on the following page]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and
year first above written.
GOVERNMENT TECHNOLOGY SERVICES, INC.,
a Delaware corporation
By: /s/ XXXXXXX X. XXXXXXXX
-------------------------------
Xxxxxxx X. Xxxxxxxx
Chief Financial Officer
BTG, INC.,
a Virginia corporation
By: /s/ XXXXXX X. XXXXXXX
-------------------------------
Xxxxxx X. Xxxxxxx, President and
Chief Executive Officer
BTG TECHNOLOGY SYSTEMS, INC.,
a Virginia corporation
By: /s/ XXXXXX X. XXXXXXX
-------------------------------
Xxxxxx X. Xxxxxxx, President and
Chief Executive Officer
CONCEPT AUTOMATION, INC. OF AMERICA,
a Virginia corporation
By: /s/ XXXXXX X. XXXXXXX
-------------------------------
Xxxxxx X. Xxxxxxx, President and
Chief Executive Officer
