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Exhibit 10.2
INTERIM SERVICES AGREEMENT
THIS INTERIM SERVICES AGREEMENT, dated as of November 29, 1999 (the
"Agreement"), is between Allegheny Teledyne Incorporated, a Delaware corporation
("Provider" or "ATI") and Teledyne Technologies Incorporated, a Delaware
corporation ("User" or "Teledyne Technologies");
WHEREAS, pursuant to a Separation and Distribution Agreement, dated as
of November 29, 1999 (the "Distribution Agreement"), Provider will distribute
the stock of User to Provider's stockholders (the "Distribution"), following
which Distribution each of Provider and User will continue in existence as
independent, publicly-traded companies; and
WHEREAS, this Agreement is entered into pursuant to the Distribution
Agreement and sets forth the terms on which Provider will, for a limited period,
provide certain transition services to, and permit the use of certain of its
assets by, User following the Distribution referred to above; and
WHEREAS, capitalized terms used herein, unless otherwise defined
herein, shall have the meaning assigned to them in the Distribution Agreement.
NOW, THEREFORE, in consideration of the respective agreements and
covenants contained in this Agreement, and intending to be legally bound hereby,
the parties agree as follows:
SECTION 1. SERVICES. (a) Subject to the terms of this Agreement,
Provider shall provide, or shall cause another member of the ATI Group to
provide, the services described on Schedule A to User, or another member of the
Teledyne Technologies Group designated by User, from and after the Distribution
Date and during the time periods specified on said Schedule. Provider (or such
other member of the ATI Group) shall supply such services substantially in
accordance with Provider's normal practices in providing such services as of the
Distribution Date (except as otherwise provided in Schedule A).
(b) In consideration for the Services, User shall pay to Provider the
amounts set forth on Schedule A. Provider shall invoice User on a monthly basis
for the Services provided to User. Amounts due under such invoices shall be
payable within thirty days after receipt.
(c) Provider and User agree to cooperate and to make all reasonable
efforts to work together to take such actions as are reasonably necessary to
eliminate the need for or to otherwise discontinue as expeditiously as
reasonably possible the Services performed under this Agreement.
(d) Provider shall be permitted to cause third parties to provide
Services to User hereunder (in lieu of Provider or a member of the ATI Group),
at Provider's sole discretion.
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SECTION 2. TERM. The term of this Agreement shall be a period of twelve
months, commencing on the Distribution Date and ending on the first year
anniversary of the Distribution Date, unless otherwise indicated on Schedule A;
provided, however, that User may terminate any of the Services provided
hereunder on not less than 30 days prior written notice to Provider, unless
otherwise indicated on Schedule A. The parties may extend the term of this
Agreement by written agreement signed by both parties. Notwithstanding the
foregoing, if (i) either party fails to perform any material provision of this
Agreement and the failure to perform is not corrected within 15 days after the
other party gives written notice of such default or (ii) User fails to make any
payment required under this Agreement at the time it is due and such failure is
not corrected within five days after written notice of such failure, then the
non-defaulting party may terminate this Agreement, effective at the end of such
five-day notice period.
SECTION 3. STANDARD OF CONDUCT; LIMITATION OF LIABILITY. (a) Provider
shall have no liability with respect to its furnishing any of the Services
hereunder to User except on account of Provider's willful misconduct or gross
negligence. In agreeing to provide the Services as an accommodation to User,
Provider is not making any representation or warranty as to the quality,
suitability or adequacy of the Services for any purpose or use, including
without limitation any representation as to whether any Asset of Provider or any
third party is Year 2000 Compliant. Without limiting generality of the
foregoing, Teledyne Technologies understands and agrees that ATI assumes no
responsibility for the adequacy or accuracy of the Teledyne Technologies'
financial statements or filings with the Securities and Exchange Commission. In
providing the Services, Provider shall not be obligated to (i) hire any
additional employees, (ii) maintain the employment of any specific employee, or
(iii) purchase, lease or license any additional equipment or other assets. For
the purposes of this Agreement, "Year 2000 Compliant" means, with respect to an
Asset, that such Asset will (A) accurately process date/time data (including,
but not limited to, calculating, comparing, sorting, sequencing and calendar
generation), including single century formulas and multi-century formulas, from,
into and between the twentieth and twenty-first centuries and the years 1999 and
2000, including leap year calculations, and will not malfunction or generate
incorrect values or invalid results involving such dates/times; (B) accurately
interface with other systems, as appropriate, in order to supply, receive or
process dates/times and other data, to the extent that other information
technology properly exchanges data with it; (C) provide that date/time-related
functionalities, date/time fields and any user input interfaces include a four
digit year format and/or other indication of century, as applicable; and (D) not
cause any other Asset that is otherwise Year 2000 Compliant to fail to be Year
2000 Compliant.
(b) It is understood and agreed that Provider shall not be obligated to
perform or to cause to be performed any services hereunder in a volume or
quantity which substantially exceeds the historical volumes or quantities of
such services performed for User or other members of the Teledyne Technologies
Group. The parties further acknowledge that it is User's intention to provide to
itself, or procure the services to be provided by Provider hereunder from third
parties other than Provider, as promptly as is reasonably practicable following
the Distribution Date. Provider will not be required to perform or to cause to
be performed any of the Services for the benefit of any third party or any other
entity other than User or any directly or indirectly wholly owned subsidiary or
majority owned affiliate of User.
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(c) Provider's maximum liability to, and the sole remedy of, User for
breach of this Agreement shall be the lesser of (i) User's incremental
out-of-pocket cost of performing such service itself or (ii) User's incremental
out-of-pocket cost of obtaining such service from a third party (provided, that
User shall exercise all reasonable efforts under the circumstances to minimize
the cost of any such alternative to such services by selecting the most
cost-effective alternatives which provide the functional equivalent of the
services replaced) or, if lesser, the amounts paid by User to Provider
hereunder. Notwithstanding anything to the contrary herein, (A) in no event
shall Provider have any liability to User for special or consequential damages
under this Agreement, including as a result of Provider's breach of this
Agreement or the gross negligence or willful misconduct of Provider under this
Agreement, and (B) in no event shall Provider have any liability of any kind
under this Agreement to any third party.
(d) Except as otherwise provided in the foregoing paragraphs (a) - (c)
of this Section 3, User shall be solely liable and responsible for, and shall
indemnify Provider and its directors, officers, employees, agents,
representatives and affiliates from, any and all claims, liabilities,
obligations, losses, costs, expenses, litigation, proceedings, taxes,
assessments, charges, demands or judgments of any kind or nature whatsoever
("Losses") for acts or omissions in furnishing Services to User under this
Agreement. Upon termination of this Agreement or the earlier termination of any
Services, User shall be obligated to return to Provider as soon as is reasonably
practicable, any equipment or other property of Provider relating to the
Services which is in User's control or possession and which is not an asset to
be retained by User under the Distribution Agreement or the Ancillary
Agreements.
SECTION 4. FORCE MAJEURE. Neither party shall be responsible for
failure or delay in performance of any service to be performed hereunder, nor
shall either party be responsible for failure or delay in receiving such
service, if caused by an act of God, act of public enemy, war, government acts
or regulations, fire, flood, hurricane, embargo, quarantine, epidemic, labor
stoppages, accident, explosion, unusually severe weather, any Asset of such
party or a third party that is not Year 2000 Compliant or other cause similar or
dissimilar to the foregoing beyond their control (herein called "Force
Majeure"); provided, however, that prior to being relieved of any of its
obligations, the party whose performance has been interrupted by such
circumstances shall use reasonable efforts to remove or otherwise address the
effects of any such event or condition as soon as practicable and shall promptly
give written notice to the other party upon the occurrence of any of such events
or circumstances and shall use reasonable efforts to resume full performance of
this Agreement as soon as is practicable. Notwithstanding the foregoing, to the
extent services are available after the occurrence of a Force Majeure event,
User shall be entitled to, and Provider shall provide, a level of services
equivalent to the proportionate share of services used by User immediately prior
to the occurrence of any such Force Majeure event.
SECTION 5. CONFIDENTIALITY. Any and all information which is exchanged
by the parties in connection with this Agreement, whether of a technical or
business nature, shall be considered confidential. The parties agree that such
confidential information shall be treated in accordance with the terms and
provisions of the Distribution Agreement.
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SECTION 6. AMENDMENT. This Agreement may be amended only by a writing
signed by each of the parties.
SECTION 7. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute a single instrument.
SECTION 8. THIRD PARTIES. Nothing expressed or implied in this
Agreement is intended, or shall be construed, to confer upon or give any person
or entity other than User and Provider (and its associated indemnified parties
under Section 3(d)) any rights or remedies under, or by reason of, this
Agreement.
SECTION 9. WAIVERS. Any waiver by any party of any breach of or failure
to comply with any provision of this Agreement by any other party to this
Agreement shall be in writing and shall not be construed as, or constitute, a
continuing waiver of such provision, or a waiver of any other breach of, or
failure to comply with, any other provision of this Agreement.
SECTION 10. GOVERNING LAW; CONSTRUCTION. This Agreement shall be
construed and enforced in accordance with and governed by the internal
substantive laws of the Commonwealth of Pennsylvania. The headings in this
Agreement are solely for convenience of reference and shall not be given any
effect in the construction or interpretation of this Agreement. References to
Sections are references to Sections of this Agreement. The Schedule to this
Agreement is incorporated herein and is part of this Agreement.
SECTION 11. NOTICES. All notices, requests, claims and other
communications hereunder shall be in writing and shall be given or made (and
shall be deemed to have been duly given or made upon receipt) by delivery by
hand, by reputable overnight courier service, by facsimile transmission, or by
registered or certified mail (postage prepaid, return receipt requested) to the
respective parties at the addresses (or at such other address for a party as
shall be specified in a notice given in accordance with this Section 11) listed
below:
if to Allegheny Teledyne Incorporated: Allegheny Teledyne Incorporated
▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Senior Vice President,
General Counsel and
Secretary
Fax No.: ▇▇▇-▇▇▇-▇▇▇▇
if to Teledyne Technologies Incorporated: Teledyne Technologies Incorporated
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▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Senior Vice President,
General Counsel and
Secretary
Fax No.: ▇▇▇-▇▇▇-▇▇▇▇
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or to such other address as any party may, from time to time, designate in a
written notice given in a like manner. Notice given by hand shall be deemed
delivered when received by the recipient. Notice given by mail as set out above
shall be deemed delivered five calendar days after the date the same is mailed.
Notice given by reputable overnight courier shall be deemed delivered on the
next following business day after the same is sent. Notice given by facsimile
transmission shall be deemed delivered on the day of transmission provided
telephone confirmation of receipt is obtained promptly after completion of
transmission.
SECTION 12. ASSIGNMENT. Neither of the parties may assign or delegate
any of its rights or duties under this Agreement without the prior written
consent of the other party. This Agreement shall be binding upon, and shall
inure to the benefit of, the parties hereto and their respective successors and
permitted assigns.
SECTION 13. DISPUTES. (a) Resolution of any and all disputes arising
from or in connection with this Agreement, whether based on contract, tort,
statute or otherwise, including, but not limited to, disputes in connection with
claims by third parties (collectively, "Disputes"), shall be subject to the
provisions of this Section 13; provided, however, that nothing contained herein
shall preclude either party from seeking or obtaining (i) injunctive relief or
(ii) equitable or other judicial relief to enforce the provisions hereof or to
preserve the status quo pending resolution of Disputes hereunder.
(b) Either party may give the other party written notice of any Dispute
not resolved in the normal course of business. The parties shall attempt in good
faith to resolve any Dispute promptly by negotiation between executives of the
parties who have authority to settle the controversy. Within 15 days after
delivery of the notice, the foregoing executives of both parties shall meet at a
mutually acceptable time and place, and thereafter as often as they reasonably
deem necessary for a period not to exceed 5 days, to attempt to resolve the
Dispute. All reasonable requests for information made by one party to the other
will be honored. If the parties do not resolve the Dispute within such 20 day
period (the "Initial Mediation Period"), the parties shall attempt in good faith
to resolve the Dispute by negotiation between (i) in the case of Allegheny
Teledyne Incorporated, the Senior Vice President, General Counsel and Secretary
and (ii) in the case of Teledyne Technologies, the General Counsel
(collectively, the "Designated Officers"). Such officers shall meet at a
mutually acceptable time and place (but in any event no later than 15 days
following the expiration of the Initial Mediation Period) and thereafter as
often as they reasonably deem necessary for a period not to exceed 15 days, to
attempt to resolve the Dispute.
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(c) If the Dispute has not been resolved by negotiation within 50 days
of the first party's notice, or if the parties failed to meet within 30 days of
the first party's notice, or if the Designated Officers failed to meet within 35
days of the first party's notice, either party may commence any litigation or
other procedure allowed by law.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the day and year first above
written.
ALLEGHENY TELEDYNE
INCORPORATED
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title:
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TELEDYNE TECHNOLOGIES
INCORPORATED
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title:
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