Form Of Transition Services Agreement Sample Contracts

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Hamilton Beach Brands Holding Co – Form of Transition Services Agreement (September 6th, 2017)

This TRANSITION SERVICES AGREEMENT (this Agreement), dated as of [ ], 2017, by and between NACCO Industries, Inc., a Delaware corporation (NACCO) and Hamilton Beach Brands Holding Company, a Delaware corporation and a wholly owned subsidiary of NACCO (Hamilton Beach Holding). All capitalized terms used but not defined herein shall have their respective meanings set forth in the Separation Agreement (as defined herein).

Page Iii Americas 92425100 EXHIBITS Exhibit a -- Form of Assumption Agreement Exhibit B -- Form of Bill of Sale Exhibit C -- Form of IP Assignment Agreement Exhibit D -- Form of Transition Services Agreement Exhibit E-1 -- Form of Seller FDA Letter Exhibit E-2 -- Form of Seller Orphan Designation Letter Exhibit F-1 -- Form of Buyer FDA Letter Exhibit F-2 -- Form of Buyer Orphan Designation Letter Exhibit G -- Form of Escrow Agreement (March 6th, 2017)
WildHorse Resource Development Corp – Form of Transition Services Agreement (November 18th, 2016)

This Transition Services Agreement (this Agreement) is executed and agreed to as of [*], 2016 (the Effective Date) by and among WildHorse Resource Development Corporation, a Delaware corporation (the Parent), Esquisto Resources II, LLC, a Delaware limited liability company (the Company), and CH4 Energy IV, LLC, a Delaware limited liability company, PetroMax Operating Co., Inc., a Texas corporation, and Crossing Rocks Energy, LLC, a Delaware limited liability company (collectively, the Service Providers and each a Service Provider). The Parent, the Company and the Service Providers are hereinafter each referred to as a Party and are collectively referred to as the Parties.

International Seaways, Inc. – Form of Transition Services Agreement (October 21st, 2016)

This TRANSITION SERVICES AGREEMENT (this "Agreement") is entered into this , by and between Overseas Shipholding Group, Inc., a Delaware corporation ("OSG"), and International Seaways, Inc. (f/k/a OSG International, Inc.), a Marshall Islands corporation ("INSW," and, together with OSG, each a "Party" and collectively, the "Parties").

Valvoline Inc – Form of Transition Services Agreement (September 19th, 2016)

TRANSITION SERVICES AGREEMENT (this Agreement) dated as of [DATE], 2016, (the Effective Date) by and between Ashland Global Holdings Inc. (Provider), a Delaware corporation and parent of Ashland LLC, and Valvoline Inc. (Recipient), a Kentucky corporation. Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Separation Agreement dated as of [DATE], 2016 (the Separation Agreement), by and between Provider and Recipient.

Valvoline Inc – Form of Transition Services Agreement (September 12th, 2016)

TRANSITION SERVICES AGREEMENT (this Agreement) dated as of [DATE], 2016, (the Effective Date) by and between Ashland Global Holdings Inc. (Provider), a Delaware corporation and parent of Ashland LLC, and Valvoline Inc. (Recipient), a Kentucky corporation. Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Separation Agreement dated as of [DATE], 2016 (the Separation Agreement), by and between Provider and Recipient.

Versum Materials, LLC – Form of Transition Services Agreement (August 26th, 2016)

This TRANSITION SERVICES AGREEMENT (this Agreement), is made and entered into as of the [] day of [], 2016, by and among Air Products and Chemicals, Inc., a company organized and existing under the Laws of Delaware (Air Products), on behalf of itself and those subsidiaries and/or Affiliates of Air Products that will provide transition services pursuant to this Agreement (collectively with Air Products, the Providers and each individually, a Provider), and Versum Materials, Inc., a company organized and existing under the laws of Delaware (Versum), on behalf of itself and those Versum subsidiaries that will receive transition services pursuant to this Agreement (collectively with Versum, the Recipients and each individually, a Recipient). Each of Air Products and Versum is referred to herein as a Party, and together as the Parties.

Valvoline Inc – Form of Transition Services Agreement (August 23rd, 2016)

TRANSITION SERVICES AGREEMENT (this Agreement) dated as of [DATE], 2016, (the Effective Date) by and between Ashland Global Holdings Inc. (Provider), a Delaware corporation and parent of Ashland LLC, and Valvoline Inc. (Recipient), a Kentucky corporation. Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Separation Agreement dated as of [DATE], 2016 (the Separation Agreement), by and between Provider and Recipient.

Valvoline Inc – Form of Transition Services Agreement (July 29th, 2016)

TRANSITION SERVICES AGREEMENT (this Agreement) dated as of [DATE], 2016, (the Effective Date) by and between Ashland Global Holdings Inc. (Provider), a Delaware corporation and parent of Ashland LLC, and Valvoline Inc. (Recipient), a Kentucky corporation. Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Separation Agreement dated as of [DATE], 2016 (the Separation Agreement), by and between Provider and Recipient.

Vertiv Co. – Form of Transition Services Agreement (June 17th, 2016)

This TRANSITION SERVICES AGREEMENT (this Agreement) dated as of [ ], 2016, between Emerson Electric Co., a Missouri corporation (together with its Affiliates, Emerson), and Vertiv Co., a Delaware corporation (together with its Affiliates, Vertiv).

Innodata Inc – Schedule a Assumed Liabilities Schedule B Working Capital Methodologies Schedule C Purchased Assets Schedule D Example of Closing Working Capital Exhibit a Form of Transition Services Agreement Exhibit B Forms of Agility Business Transfer Agreements Exhibit C Form of Data Protection Agreement (May 12th, 2016)

ASSET PURCHASE AGREEMENT, dated as of May 11, 2016 (this "Agreement"), by and among PWW Acquisition LLC, a limited liability company organized under the laws of the State of Delaware ("Parent"), MediaMiser LLC, a Delaware limited liability company ("MMUS"), and MediaMiser Ltd., a limited company organized under the laws of England and Wales ("MMUK" and together with MMUS, the "Buyer").

Zedge, Inc. – This Is the Form of Transition Services Agreement That Is Intended to Be Entered Into Between Idt Corporation and Zedge, Inc., to Be Effective Upon Consummation of the Spin-Off Transition Services Agreement (April 25th, 2016)

THIS TRANSITION SERVICES AGREEMENT, dated as of May [__], 2016 (this "Agreement"), is entered into by and between Zedge, Inc., a Delaware corporation ("Zedge"), and IDT Corporation, a Delaware corporation ("IDT"). For purposes of this Agreement, "Party" or "Parties" shall mean either Zedge or IDT, individually or collectively.

Ingevity Corp – Form of Transition Services Agreement (April 20th, 2016)

This TRANSITION SERVICES AGREEMENT, dated as of _______, 2016 (this "Agreement"), is by and between WestRock Company, a Delaware corporation ("Provider"), and Ingevity Corporation, a Delaware corporation ("SpinCo").

Ingevity Corp – Form of Transition Services Agreement (April 4th, 2016)

This TRANSITION SERVICES AGREEMENT, dated as of _______, 2016 (this "Agreement"), is by and between WestRock Company, a Delaware corporation ("Provider"), and Ingevity Corporation, a Delaware corporation ("SpinCo").

Fortive Corp – FORM OF TRANSITION SERVICES AGREEMENT by and Between DANAHER CORPORATION and FORTIVE CORPORATION Dated as of [*], 2016 (March 4th, 2016)

This TRANSITION SERVICES AGREEMENT (this Agreement), dated as of [*], 2016 (the Effective Date), is entered into by and between Danaher Corporation (Danaher), a Delaware corporation, and Fortive Corporation (Fortive), a Delaware corporation. Party or Parties means Danaher or Fortive, individually or collectively, as the case may be.

Armstrong Flooring, Inc. – Form of Transition Services Agreement by and Between Armstrong World Industries, Inc. And Armstrong Flooring, Inc. Dated as of [ ] (March 1st, 2016)

This TRANSITION SERVICES AGREEMENT, dated as of [ ] (this Transition Services Agreement), is by and between Armstrong World Industries, Inc., a Pennsylvania corporation (AWI), and Armstrong Flooring, Inc., a Delaware corporation (AFI).

Form of Transition Services Agreement by and Between W. R. Grace & Co.--Conn. And Gcp Applied Technologies Inc. Dated as of January 27, 2016 (January 28th, 2016)

This TRANSITION SERVICES AGREEMENT, dated as of January 27, 2016 (this "Agreement"), is by and between W. R. Grace & Co.--Conn., a Connecticut corporation ("Grace Conn"), and GCP Applied Technologies Inc., a Delaware corporation ("GCP").

GCP Applied Technologies Inc. – Form of Transition Services Agreement by and Between W. R. Grace & Co.--Conn. And Gcp Applied Technologies Inc. Dated as of January 27, 2016 (January 28th, 2016)

This TRANSITION SERVICES AGREEMENT, dated as of January 27, 2016 (this "Agreement"), is by and between W. R. Grace & Co.--Conn., a Connecticut corporation ("Grace Conn"), and GCP Applied Technologies Inc., a Delaware corporation ("GCP").

GCP Applied Technologies Inc. – Form of Transition Services Agreement by and Between W. R. Grace & Co.--Conn. And Gcp Applied Technologies Inc. Dated as of [*], 2016 (January 13th, 2016)

This TRANSITION SERVICES AGREEMENT, dated as of [*], 2016 (this "Agreement"), is by and between W. R. Grace & Co.--Conn., a Connecticut corporation ("Grace Conn"), and GCP Applied Technologies Inc. a Delaware corporation ("GCP").

GCP Applied Technologies Inc. – Form of Transition Services Agreement by and Between W. R. Grace & Co.--Conn. And Gcp Applied Technologies Inc. Dated as of [*], 2016 (December 22nd, 2015)

This TRANSITION SERVICES AGREEMENT, dated as of [*], 2016 (this "Agreement"), is by and between W. R. Grace & Co.--Conn., a Connecticut corporation ("Grace Conn"), and GCP Applied Technologies Inc. a Delaware corporation ("GCP").

Vistana Signature Experiences, Inc. – FORM OF TRANSITION SERVICES AGREEMENT Dated as of by and Among STARWOOD HOTELS & RESORTS WORLDWIDE, INC. And (December 16th, 2015)

This TRANSITION SERVICES AGREEMENT, dated as of [ * ], 2015 (the Effective Date), is entered into by and between Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation (Starwood), on behalf of itself and any of its Affiliates that are Providers hereunder and Interval Leisure Group, Inc., a Delaware corporation (Buyer), on behalf of itself and any of its Affiliates that are Recipients hereunder. Starwood and Buyer are sometimes hereinafter collectively referred to as the Parties and individually as a Party.

PJT Partners Inc. – Form of Transition Services Agreement Between Blackstone Holdings I L.P. And Pjt Partners Holdings Lp Dated as of , 2015 (August 12th, 2015)

THIS TRANSITION SERVICES AGREEMENT (this Agreement) is made and entered into as of , 2015, by and among Blackstone Holdings I L.P., a Delaware limited partnership (the Service Provider or Blackstone Holdings), and PJT Partners Holdings LP, a Delaware limited partnership (the Service Recipient or Carbon LP). Each of the Service Provider and the Service Recipient is sometimes referred to herein as a Party and collectively, as the Parties. All capitalized terms used in this Agreement but not defined herein shall have the respective meanings set forth in the Separation Agreement (as defined below) or the Transaction Agreement (as defined below), as applicable.

Madison Square Garden Co – Form of Transition Services Agreement by and Between Msg Spinco, Inc. (To Be Renamed the Madison Square Garden Company) and the Madison Square Garden Company (To Be Renamed Msg Networks Inc.) Dated as of [ ], 2015 (July 24th, 2015)

Transition Services Agreement, dated as of [ ], 2015 (this Agreement), between MSG Spinco, Inc. (to be renamed The Madison Square Garden Company), a Delaware corporation (Spinco), and The Madison Square Garden Company (to be renamed MSG Networks Inc.), a Delaware corporation (MSG Networks).

Care Capital Properties, Inc. – Form of Transition Services Agreement by and Between Ventas, Inc. And Care Capital Properties, Inc. Dated as of [], 2015 (July 15th, 2015)

This Transition Services Agreement (this Agreement) is entered into and effective as of [ ], 2015 (the Effective Date), by and among Ventas, Inc., a Delaware corporation (Provider) and Care Capital Properties, Inc., a Delaware corporation (Recipient). Provider and Recipient may each be referred to herein as a Party, and are collectively referred to as the Parties.

Exterran Corp – Form of Transition Services Agreement (July 9th, 2015)

This Transition Services Agreement (this Agreement) is made and entered into effective as of [ * ], 2015 by and between Exterran Holdings, Inc. (to be renamed Archrock, Inc.), a Delaware corporation (RemainCo), and Exterran Corporation, a Delaware corporation (SpinCo). RemainCo and SpinCo are sometimes herein referred to individually as a Party and collectively as the Parties. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in Article I.

PayPal Holdings, Inc. – Form of Transition Services Agreement by and Between Ebay Inc. And Paypal Holdings, Inc. Dated as of [], 201[] (May 14th, 2015)

This TRANSITION SERVICES AGREEMENT, dated as of [], 201[], (this Agreement), is by and between eBay Inc., a Delaware corporation (eBay), and PayPal Holdings, Inc., a Delaware corporation (PayPal). This Agreement is effective as of immediately following the Effective Time (i.e., 12:00:00 a.m. Eastern Time on the day immediately following the Distribution Date) (the TSA Effective Time).

Babcock & Wilcox Enterprises, Inc. – FORM OF TRANSITION SERVICES AGREEMENT Between BABCOCK & WILCOX ENTERPRISES, INC. (As Service Provider) and THE BABCOCK & WILCOX COMPANY (As Service Receiver) Dated [ ], 2015 (May 6th, 2015)

This TRANSITION SERVICES AGREEMENT (together with the Schedules hereto, this Agreement) is entered into as of [ ], 2015, by and between Babcock & Wilcox Enterprises, Inc., a Delaware corporation (SpinCo) and The Babcock & Wilcox Company, a Delaware corporation (RemainCo).

Babcock & Wilcox Enterprises, Inc. – FORM OF TRANSITION SERVICES AGREEMENT Between THE BABCOCK & WILCOX COMPANY (As Service Provider) and BABCOCK & WILCOX ENTERPRISES, INC. (As Service Receiver) Dated [ ], 2015 (May 6th, 2015)

This TRANSITION SERVICES AGREEMENT (together with the Schedules hereto, this Agreement) is entered into as of [ ], 2015, by and between The Babcock & Wilcox Company, a Delaware corporation (RemainCo), and Babcock & Wilcox Enterprises, Inc., a Delaware corporation (SpinCo).

Baxalta Inc – Form of Transition Services Agreement by and Between Baxter International Inc. And Baxalta Incorporated Dated as of [], 2015 (April 10th, 2015)

THIS TRANSITION SERVICES AGREEMENT, dated as of [], 2015 is by and between BAXTER INTERNATIONAL INC., a Delaware corporation (Baxter), and BAXALTA INCORPORATED, a Delaware corporation (Baxalta) and each of their respective Subsidiaries (as defined in the Separation and Distribution Agreement) that execute a Joinder Agreement (as defined herein) in accordance with the terms and conditions of this Agreement.

Kcg Holdings Inc. – Exhibit 1 Form of Transition Services Agreement (January 29th, 2015)

SECURITIES PURCHASE AGREEMENT, dated January 27, 2015 (this Agreement), between Knight Capital Group, Inc., a Delaware corporation (Seller), and BATS Global Markets, Inc., a Delaware corporation (Purchaser).

Potomac Holding LLC – Form of Transition Services Agreement (January 9th, 2015)

This Transition Services Agreement (together with the Service Schedules hereto, the TSA) is made as of [ ], 20[ ] (the Effective Date) by and between Danaher Corporation, a Delaware corporation (Service Provider), and Potomac Holding LLC, a Delaware limited liability company (together with its successors and assigns, Service Recipient).

Form of Transition Services Agreement (January 9th, 2015)

This Transition Services Agreement (together with the Service Schedules hereto, the TSA) is made as of [ ], 20[ ] (the Effective Date) by and between Danaher Corporation, a Delaware corporation (Service Provider), and Potomac Holding LLC, a Delaware limited liability company (together with its successors and assigns, Service Recipient).

KLX Inc. – Form of Transition Services Agreement (November 13th, 2014)

TRANSITION SERVICES AGREEMENT (this Agreement), dated as of [ ], 2014, by and between B/E AEROSPACE, INC., a corporation organized under the laws of the State of Delaware (B/E), and KLX INC., a corporation organized under the laws of the State of Delaware (KLX). Each of B/E and KLX is sometimes referred to herein as a Party, and together, as the Parties.

Paragon Offshore Plc – Form of Transition Services Agreement (July 3rd, 2014)

This TRANSITION SERVICES AGREEMENT (the Agreement) is entered into as of [ ], 2014 between Noble Corporation, an exempted company limited by shares incorporated and existing under the laws of the Cayman Islands (Noble), and Paragon Offshore plc, a public limited company registered in England and Wales (Paragon). Noble and Paragon are sometimes hereinafter collectively referred to as the Parties and each individually as a Party.

Paragon Offshore Plc – Form of Transition Services Agreement (July 3rd, 2014)

This TRANSITION SERVICES AGREEMENT for Brazil (the Agreement) is entered into as of [ ], 2014 among Paragon Offshore do Brasil Limitada, a company organized under the laws of Brazil (Limitada or the Service Provider), Paragon Offshore (Nederland) B.V., a company organized under the laws of the Netherlands (PONBV), Paragon Offshore PLC, a public limited company registered in England and Wales (Paragon), Noble Corporation, an exempted company limited by shares incorporated and existing under the laws of the Cayman Islands (Noble Cayman), Noble Dave Beard Limited, an exempted company limited by shares incorporated and existing under the laws of the Cayman Islands (NDBL), Bully 2 (Switzerland) GmbH, a company organized under the laws of Switzerland (Bully 2 (Swiss)), and Noble Drilling (Nederland) II B.V., a company organized under the laws of the Netherlands (NDNBV II). Limitada, PONBV, Paragon, Noble Cayman, NDBL, Bully 2 (Swiss) and NDNBV II are sometimes hereinafter collectively