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Title: |
Strategic Cooperation Agreement |
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Date: |
2001 |
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$36 |
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ID: |
#1281157 |
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<SEQUENCE>9
<FILENAME>0009.txt
<DESCRIPTION>STRATEGIC COOPERATION AGREEMENT
<TEXT>
<PAGE>
STRATEGIC COOPERATION AGREEMENT
This Strategic Cooperation Agreement (the "Agreement") is entered into as
of January 23, 2001 (the "Effective Date") by and between Metalync Company LLC,
a Delaware limited liability Company ("Metalync"), Metaldyne Corporation, a
Delaware corporation ("Metaldyne") (for purposes of Sections 2 and 4(a) only),
and Global Metal Technologies, Inc., a Delaware corporation ("GMTI') (each a
"Party" and collectively, the "Parties").
WHEREAS, Metalync and its subsidiary manufacture highly engineered products
for the transportation, industrial and consumer markets and is commonly
controlled with GMTI, a leading designer and manufacturer of highly engineered,
medium size aluminum die castings predominantly for the automotive industry;
WHEREAS, Metalync intends to change its name to Metaldyne Company LLC;
WHEREAS, the Parties desire to realize the benefits of a cooperative
relationship with respect to their complementary business services as part of a
full metal forming and fabrication platform serving automotive and other
industrial original equipment manufacturers ("OEMs");
WHEREAS, GMTI acknowledges that this Agreement is fair and equitable and
contains terms comparable to the terms that would be achieved in an arm's length
transaction with a person that is not an affiliate and is of the kind which
would be entered into by a prudent person in the position of GMTI with a person
which is not one of its affiliates;
WHEREAS, Metalync acknowledges that this Agreement is entered into in the
ordinary course of business and contains terms and conditions not less favorable
to Metalync than could be obtained on an arm's-length basis from an unrelated
third party;
WHEREAS, the Parties desire to set forth in this Agreement certain aspects
of a strategic relationship between Metalync and GMTI, some of which may be
supplemented in the future by more detailed agreements;
NOW, THEREFORE, in exchange for valuable and adequate consideration and the
terms set forth below, the Parties agree as follows:
<PAGE>
1. STRATEGIC RELATIONSHIP.
(a) The purpose of this Agreement is to broadly establish certain of the
parameters for a strategic relationship between the Parties under
which the Parties will operate independently, but cooperatively, as
part of a full metal forming and fabrication platform serving
automotive and other industrial OEMs.
(b) During the Term of this Agreement, Metalync will provide to GMTI and
its subsidiaries, and GMTI will provide to Metalync and its
subsidiaries, the corporate services and functions listed on Schedule
A attached hereto as well as such other corporate services and/or
functions which may be mutually identified by the Parties in the
future, including those which may be contemplated by Section 1(c). It
is expected that the requirements for services and/or functions set
forth on Schedule A by a particular Party may be fluid. Accordingly,
the chief executive officers of each of GMTI and Metalync will be
meet frequently (and not less frequently than monthly) to identify
the mutual requirements of each such Party and to specify any changes
required to be made to the then existing arrangements.
(c) From time to time, the Parties will cooperate to identify employees
of GMTI and its subsidiaries whose employment by Metalync or one of
its subsidiaries rather than GMTI would be mutually advantageous.
Under such circumstances, the Parties will seek to arrange for the
termination of the GMTI employee, the immediate hiring of such
employee by Metalync or one of its subsidiaries on mutually
acceptable terms and the provision of services by such identified
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