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Full Doc
 | 2003 |
Network Agreement
Network Agreement (30K)
Doc #970959: Click preview link for longer preview.
<TEXT>
Commerce Bancorp, Inc.
NETWORK AGREEMENT
THIS AGREEMENT is made as of the 1st day of January, 1997 between Commerce
Bancorp, Inc., a New Jersey corporation ("Bancorp") and Commerce
Bank/Harrisburg, a Pennsylvania banking association ("Member").
Bancorp has expended a considerable amount of time, effort and money to
develop a system of banking (the "System") comprised of the procedures, trade
secrets and other information which relate to the banking . . .
970959
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 Commerce Bancorp
As referenced in this Network Agreement:
Commerce Bancorp, Inc –
EX-10
3
ex10.txt
EXHIBIT 10
Commerce Bancorp, Inc .
NETWORK AGREEMENT
THIS AGREEMENT is made as of the 1st day of January, 1997 between Commerce
Bancorp, Inc., a New Jersey corporation ("Bancorp") and Commerce
Bank/Harrisburg, a Pennsylvania
_____________
Commerce
Bancorp, Inc – TYPE>EX-10
3
ex10.txt
EXHIBIT 10
Commerce Bancorp, Inc.
NETWORK AGREEMENT
THIS AGREEMENT is made as of the 1st day of January, 1997 between Commerce
Bancorp, Inc ., a New Jersey corporation ("Bancorp") and Commerce
Bank/Harrisburg, a Pennsylvania banking association ("Member").
Bancorp has expended a considerable amount of time, effort and money to
develop a system
_____________
COMMERCE BANCORP, INC – Agreement.
MEMBER:
COMMERCE BANK/HARRISBURG
BY: /s/ James T. Gibson
James T. Gibson, President
Address of Member:
100 Senate Avenue
East Pennsboro Township
Camp Hill, PA 17011
APPROVED AND ACCEPTED:
COMMERCE BANCORP, INC .
By: /s/ Vernon W. Hill
Vernon W. Hill, II, President
-13-
EXHIBIT "A"
The territory currently covered by telephone area code 717 as it exists on
the date
_____________
Commerce Bancorp, Inc – PAGE>
EXHIBIT "B"
[GRAPHIC OMITTED]
[GRAPHIC OMITTED]
[GRAPHIC OMITTED]
AMENDMENT TO NETWORK AGREEMENT
This Amendment to Network Agreement, dated as of April [ ], 2002 (this
"Amendment"), is by and between Commerce Bancorp, Inc ., a New Jersey corporation
("Bancorp"), Commerce Bank/Harrisburg, N. A., a national banking association
("Commerce Harrisburg"), and Pennsylvania Commerce Bancorp, Inc., a Pennsylvania
corporation ("PA Bancorp"). (PA Bancorp and
_____________
Commerce Bancorp, Inc – of April [ ], 2002 (this
"Amendment"), is by and between Commerce Bancorp, Inc., a New Jersey corporation
("Bancorp"), Commerce Bank/Harrisburg, N. A., a national banking association
("Commerce Harrisburg"), and Pennsylvania Commerce Bancorp, Inc ., a Pennsylvania
corporation ("PA Bancorp"). (PA Bancorp and Commerce Harrisburg are hereinafter
both individually and collectively referred to as a "Member").
RECITALS
Since its formation Commerce Harrisburg has been
_____________
dt 1721578
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Preview
Full Doc
| 2000 |
Network Agreement
Network Agreement (24K)
Doc #394642: Click preview link for longer preview.
NETWORK AGREEMENT
-----------------
THIS AGREEMENT is dated as of the 25th day of May, 2000, by and among
Network Consulting Group, Inc., ("Network") and VDC Communications, Inc.
("VDC").
WITNESSETH:
-----------
WHEREAS, pursuant to a Merger Agreement by and among VDC, Voice & Data
Communications (Latin America), Inc. (the "Sub"), Rare Telephony, Inc., a Nevada
corporation (f/k/a Washoe Technology Corporation) ("Rare Telephony"), and the
holders of all of the outstanding shares of common stock of Rare Telephony dated
May 25, 2000 (the "Merger Agreement"), Rare Telephony will be merging with and
into the Sub (the "Merger") for shares of common stock of VDC (the "Shares");
WHEREAS, in connection with the Merger, VDC, the Sub, the Rare
Telephony Shareholders, and Buchanan Ingersoll Professional Corporation entered
into an Escrow Agreement, dated May 25, 2000 (the "Escrow Agreement");
WHEREAS, the terms of the Merger Agreement provide for the execution of
this Agreement.
WHEREAS, attached hereto as Exhibit "A" and incorporated herein by
reference is a list of certain leases to which Network is a party ("Leases").
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:
1. Additional Payments. VDC shall pay to Network TEN DOLLARS AND NO/100
--------------------
($10.00).
2. Performance Under Leases.
-------------------------
(a) Network shall make each and every payment (other than end of
Lease fair market value or ONE DOLLAR AND NO/100 ($1.00) payments) due from
Network under the Leases.
(b) Network shall otherwise fully perform all of its agreements,
duties, responsibilities, obligations, and covenants under each of the Leases
(other than end of Lease fair market value or ONE DOLLAR AND NO/100 ($1.00)
payments).
3. End of Lease Payments. Within thirty (30) calendar days of the end of
-----------------------
each Lease, Network shall notify VDC in writing of the fact that the Lease is
about to end. Upon the payment of the end of Lease payment (i.e. the FMV payment
or the ONE DOLLAR AND NO/100 ($1.00) payment) by VDC or one of its subsidiaries
or affiliates to either Network or the lessor under the Lease, in VDC's sole
discretion, Network shall immediately take any and all action necessary or
appropriate (including, without limitation the execution of document(s)
requested by VDC's counsel) to transfer all of Network's right, title, and
interest in and to the equipment or property that is the subject of the Lease to
{PAGE}
VDC or one of its subsidiaries or affiliates, as directed by VDC. Additionally,
at any time thereafter, Network shall execute and deliver or cause to be
executed and delivered such further instruments of conveyance, assignment and
transfer and take such further action as VDC may request in order more
effectively to sell, assign, convey, transfer, reduce to possession and record
title to the equipment or property that is the subject of the Lease. Network
agrees to cooperate with VDC in all respects to assure the continued title to
and possession of such equipment and property in VDC or the VDC subsidiary or
affiliate of VDC's choosing.
4. Certain Remedies for VDC in the Event of Default. IF NETWORK BREACHES
-------------------------------------------------
ANY MATERIAL TERM OF THIS AGREEMENT OR OF ANY ONE OF THE LEASES (AND ANY SUCH
BREACH REMAINS UNCURED FIFTEEN (15) CALENDAR DAYS AFTER NOTICE OF SUCH BREACH IS
GIVEN BY VDC OR THE LESSOR, OR ITS AGENT, FOR ANY LEASE) (EACH SUCH BREACH AND
FAILURE TO CURE CONSTITUTING A "NETWORK DEFAULT EVENT"), NETWORK SHALL FORFEIT
SHARES ISSUED IN ITS NAME PURSUANT TO THE MERGER AND MERGER AGREEMENT (THE
"NETWORK SHARES") UPON THE TERMS AND CONDITIONS SET FORTH IN THE ESCROW
AGREEMENT. TO THE EXTENT THERE ARE NOT ENOUGH NETWORK SHARES BEING HELD IN
ESCROW PURSUANT TO THE ESCROW AGREEMENT TO COVER THE FORFEITURES ABOVE, THEN,
WITHIN FIVE (5) CALENDAR DAYS OF RECEIVING NOTICE OF THIS FACT FROM VDC, NETWORK
SHALL DELIVER ADDITIONAL VDC SHARES TO VDC FOR CANCELLATION TO COVER ANY SUCH
DEFICIENCY. NETWORK ACKNOWLEDGES AND AGREES THAT THE FORFEITURE OF THE NETWORK
SHARES IS IN ADDITION TO ANY OTHER REMEDIES WHICH VDC MAY HAVE AT LAW, IN
EQUITY, OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE
PARTIES HEREBY AGREE THAT EVEN IN THE EVENT OF A NETWORK DEFAULT EVENT PURSUANT
TO WHICH THE NETWORK SHARES ARE FORFEITED IN ACCORDANCE WITH THE TERMS OF THE
ESCROW AGREEMENT, NETWORK SHALL STILL BE OBLIGATED TO PAY AND PERFORM UNDER THE
LEASES AND VDC SHALL BE ENTITLED TO RECOVER MONETARY DAMAGES AND ALL OTHER
REMEDIES AVAILABLE AT LAW, EQUITY, OR OTHERWISE.
5. Certain Representations and Warranties of Network.
--------------------------------------------------
(a) Network represents and warrants to VDC as follows:
(1) If Network is a corporation or a company, it is
duly organized or duly formed, validly existing, and in good standing under the
laws of the jurisdiction of its incorporation or formation and has the corporate
394642
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VDC
As referenced in this Network Agreement:
VDC Communications, Inc – 0012.txt
{DESCRIPTION}EX-10.43
{TEXT}
NETWORK AGREEMENT
-----------------
THIS AGREEMENT is dated as of the 25th day of May, 2000, by and among
Network Consulting Group, Inc., ("Network") and VDC Communications, Inc .
("VDC").
WITNESSETH:
-----------
WHEREAS, pursuant to a Merger Agreement by and among VDC, Voice & Data
Communications (Latin America), Inc. (the "Sub"), Rare Telephony, Inc., a Nevada
corporation (f/k/a
_____________
VDC Communications, Inc – at:
Peter J. Salzano
Network Consulting Group, Inc.
101 Route 46E
Pine Brook, NJ 07058
Facsimile No: (973) 882-8520
5
{PAGE}
(b) if to VDC at:
Frederick A. Moran
VDC Communications, Inc .
75 Holly Hill Lane
Greenwich, CT 06830
Facsimile: (203) 552-0908
with a copy to:
Louis D. Frost, Esq.
VDC Communications, Inc.
75 Holly Hill Lane
Greenwich, CT 06830
_____________
VDC Communications, Inc – b) if to VDC at:
Frederick A. Moran
VDC Communications, Inc.
75 Holly Hill Lane
Greenwich, CT 06830
Facsimile: (203) 552-0908
with a copy to:
Louis D. Frost, Esq.
VDC Communications, Inc .
75 Holly Hill Lane
Greenwich, CT 06830
Facsimile: (203) 552-0908
(l) This Agreement shall be governed by and construed and
interpreted in accordance with the laws of the
_____________
VDC COMMUNICATIONS, INC – at the closing of
the Merger.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
ATTEST: VDC:
7
{PAGE}
/s/ Louis D. Frost VDC COMMUNICATIONS, INC .
------------------------------------
Signature
By: /s/ Frederick A. Moran
---------------------------------
Louis D. Frost Frederick A. Moran
------------------------------------ Chief Executive Officer
Print Name
ATTEST: NETWORK:
/s/ Debra Santa Lucia NETWORK CONSULTING GROUP, INC.
------------------------------------
Signature
By: /
_____________
dt 1318474
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 Buchanan
As referenced in this Network Agreement:
Buchanan Ingersoll – with and
into the Sub (the "Merger") for shares of common stock of VDC (the "Shares");
WHEREAS, in connection with the Merger, VDC, the Sub, the Rare
Telephony Shareholders, and Buchanan Ingersoll Professional Corporation entered
into an Escrow Agreement, dated May 25, 2000 (the "Escrow Agreement");
WHEREAS, the terms of the Merger Agreement provide for the execution of
this Agreement.
WHEREAS, attached
_____________
dt 1048416
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