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EXHIBIT 12.3
CONFLICT AGREEMENT
THIS CONFLICT AGREEMENT is entered into as of February 26, 1997 by
Triad Systems Corporation, a Delaware corporation ("TRIAD"), Cooperative
Computing, Inc., a Texas corporation ("CCI"), 0000 Xxxxx Xx. Corp., a California
corporation ("3055"), 3055 Management Corp., a California corporation
("MANAGEMENT") and Triad Park, LLC, a Delaware limited liability company
("PARK"), in the following factual context:
(a) Triad and its wholly owned subsidiary, 3055, have been represented
by McCutchen, Doyle, Xxxxx & Xxxxxxx, LLP ("XXXXXXXXX") in a wide variety of
matters for several years.
(b) "CCI" and Hicks, Muse, Xxxx & Xxxxx Incorporated, are represented
by Weil, Gotshal & Xxxxxx, LLP ("WEIL").
(c) On October 17, 1996, Triad, represented by XxXxxxxxx, entered into
an Agreement and Plan of Merger (the "AGREEMENT) with CCI and its wholly owned
subsidiary, CCI Acquisition Corporation, both represented by Weil.
(d) The Agreement contemplates a tender offer followed by a merger
whereby CCI would become the sole shareholder of Triad and the real estate
assets of Triad, and 3055 would be contributed to Park and the interests in
Park, in turn, would be distributed to Triad shareholders who were of record
immediately prior to the consummation of the tender offer (the "TRANSACTION").
(e) The documentation of the Transaction will involve numerous
agreements between Triad, 3055 and Park and many of these agreements will be
drafted by XxXxxxxxx.
In this factual context, Triad, 3055 and Park agree that XxXxxxxxx may
represent all three entities in the drafting of any documents related to the
Transaction. These agreements will include but are not limited to the following:
the First Amendment to Property Lease Agreement, Real Estate Distribution
Agreement, the Operating Agreement for Triad Park LLC, with By-Laws and related
rights plan, as well as assignment and conveyance documents and numerous other
documents related to the details of the Transaction. Many of these agreements
will be reviewed by Weil on behalf of CCI as the future sole shareholder of
Triad. These agreements will affect the rights and obligations of Triad, 3055
and Park to each other and therefore these companies will have conflicting
interests. Triad, 3055 and Park consent to their joint
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representation by XxXxxxxxx in these circumstances and waive any conflicts which
may arise in the course of this representation.
Further, following the completion of the Transaction, it is possible
that both Triad and Park may call upon XxXxxxxxx for representation regarding
certain matters, particularly those matters of an ongoing nature, related to
either company's business. The parties agree that XxXxxxxxx may undertake
representation of either Triad or Park or both in matters where there is no
direct conflict between their interests.
In addition, although disputes are not anticipated, should there be any
disputes over Triad's and Park's respective parties rights under the Real Estate
Distribution Agreement, the Lease or other agreements or matters where there are
direct conflicts, the parties agree that neither XxXxxxxxx nor Weil shall
represent the interests of either Triad or Park.
TRIAD SYSTEMS CORPORATION
By /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
Its PRESIDENT
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0000 XXXXX XXXXX CORP.
By /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
Its PRESIDENT
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TRIAD PARK, LLC
By /s/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
Its VICE PRESIDENT OF THE MANAGER
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COOPERATIVE COMPUTING, INC.
By /s/ XXXXXXX XXXX
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Xxxxxxx Xxxx
Its VICE PRESIDENT, FINANCE
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