Master Transition Services Agreement Sample Contracts

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Hilton Worldwide, Inc. – Master Transition Services Agreement (January 4th, 2017)

This Master Transition Services Agreement (this Agreement) is entered into as of January 2, 2017, by and among Hilton Worldwide Holdings Inc., a Delaware corporation (HLT), Park Hotels & Resorts Inc., a Delaware corporation (PK) and Hilton Grand Vacations Inc., a Delaware corporation (HGV). Each of HLT, PK and HGV is sometimes referred to herein as a Party and collectively as the Parties. Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Distribution Agreement, entered into on the date hereof, by and among HLT, PK, HGV and Hilton Domestic Operating Company Inc. (as such may be amended from time to time, the Distribution Agreement).

Hilton Grand Vacations Inc. – Master Transition Services Agreement (January 4th, 2017)

This Master Transition Services Agreement (this Agreement) is entered into as of January 2, 2017, by and among Hilton Worldwide Holdings Inc., a Delaware corporation (HLT), Park Hotels & Resorts Inc., a Delaware corporation (PK) and Hilton Grand Vacations Inc., a Delaware corporation (HGV). Each of HLT, PK and HGV is sometimes referred to herein as a Party and collectively as the Parties. Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Distribution Agreement, entered into on the date hereof, by and among HLT, PK, HGV and Hilton Domestic Operating Company Inc. (as such may be amended from time to time, the Distribution Agreement).

Hilton Worldwide Holdings Inc. – Master Transition Services Agreement (January 4th, 2017)

This Master Transition Services Agreement (this Agreement) is entered into as of January 2, 2017, by and among Hilton Worldwide Holdings Inc., a Delaware corporation (HLT), Park Hotels & Resorts Inc., a Delaware corporation (PK) and Hilton Grand Vacations Inc., a Delaware corporation (HGV). Each of HLT, PK and HGV is sometimes referred to herein as a Party and collectively as the Parties. Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Distribution Agreement, entered into on the date hereof, by and among HLT, PK, HGV and Hilton Domestic Operating Company Inc. (as such may be amended from time to time, the Distribution Agreement).

Hilton Worldwide, Inc. – Form of Master Transition Services Agreement (November 23rd, 2016)

This Master Transition Services Agreement (this Agreement) is entered into as of , 2016, by and among Hilton Worldwide Holdings Inc., a Delaware corporation (HLT), Park Hotels & Resorts Inc., a Delaware corporation (PK) and Hilton Grand Vacations Inc., a Delaware corporation (HGV). Each of HLT, PK and HGV is sometimes referred to herein as a Party and collectively as the Parties. Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Distribution Agreement, entered into on the date hereof, by and among HLT, PK, HGV and Hilton Domestic Operating Company Inc. (as such may be amended from time to time, the Distribution Agreement).

Hilton Grand Vacations Inc. – Form of Master Transition Services Agreement (November 23rd, 2016)

This Master Transition Services Agreement (this Agreement) is entered into as of , 2016, by and among Hilton Worldwide Holdings Inc., a Delaware corporation (HLT), Park Hotels & Resorts Inc., a Delaware corporation (PK) and Hilton Grand Vacations Inc., a Delaware corporation (HGV). Each of HLT, PK and HGV is sometimes referred to herein as a Party and collectively as the Parties. Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Distribution Agreement, entered into on the date hereof, by and among HLT, PK, HGV and Hilton Domestic Operating Company Inc. (as such may be amended from time to time, the Distribution Agreement).

Hilton Worldwide, Inc. – Form of Master Transition Services Agreement (September 16th, 2016)

This Master Transition Services Agreement (this Agreement) is entered into as of , 2016, by and among Hilton Worldwide Holdings Inc., a Delaware corporation (HLT), Park Hotels & Resorts Inc., a Delaware corporation (PK) and Hilton Grand Vacations Inc., a Delaware corporation (HGV). Each of HLT, PK and HGV is sometimes referred to herein as a Party and collectively as the Parties. Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Distribution Agreement, entered into on the date hereof, by and among HLT, PK, HGV and Hilton Domestic Operating Company Inc. (as such may be amended from time to time, the Distribution Agreement).

Hilton Grand Vacations Inc. – Form of Master Transition Services Agreement (September 16th, 2016)

This Master Transition Services Agreement (this Agreement) is entered into as of , 2016, by and among Hilton Worldwide Holdings Inc., a Delaware corporation (HLT), Park Hotels & Resorts Inc., a Delaware corporation (PK) and Hilton Grand Vacations Inc., a Delaware corporation (HGV). Each of HLT, PK and HGV is sometimes referred to herein as a Party and collectively as the Parties. Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Distribution Agreement, entered into on the date hereof, by and among HLT, PK, HGV and Hilton Domestic Operating Company Inc. (as such may be amended from time to time, the Distribution Agreement).

Master Transition Services Agreement (September 29th, 2014)

This Master Transition Services Agreement (this Agreement) is entered into as of September 25, 2014, between Exelis Inc., an Indiana corporation (Exelis) and Vectrus, Inc., an Indiana corporation (Vectrus). Each of Exelis and Vectrus is sometimes referred to herein as a Party and collectively as the Parties. Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Distribution Agreement of even date herewith, between Exelis and Vectrus (as such may be amended from time to time, the Distribution Agreement).

Master Transition Services Agreement (August 14th, 2014)

This Master Transition Services Agreement (this Agreement) is entered into as of [], 2014, between Exelis Inc., an Indiana corporation (Exelis) and Vectrus, Inc., an Indiana corporation (Vectrus). Each of Exelis and Vectrus is sometimes referred to herein as a Party and collectively as the Parties. Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Distribution Agreement of even date herewith, between Exelis and Vectrus (as such may be amended from time to time, the Distribution Agreement).

MASTER TRANSITION SERVICES AGREEMENT by and Between ONEOK, INC. And ONE GAS, INC. Dated as of January 14, 2014 (January 15th, 2014)

Master Transition Services Agreement, dated as of January 14, 2014 (this Agreement), by and between ONEOK, INC. (Parent) and ONE GAS, INC. (Spinco). All the capitalized terms used in this Agreement shall have the meaning either given those terms or incorporated by reference in the Glossary attached as Exhibit B.

MASTER TRANSITION SERVICES AGREEMENT by and Between ONEOK, INC. And ONE GAS, INC. Dated as of January 14, 2014 (January 15th, 2014)

Master Transition Services Agreement, dated as of January 14, 2014 (this Agreement), by and between ONEOK, INC. (Parent) and ONE GAS, INC. (Spinco). All the capitalized terms used in this Agreement shall have the meaning either given those terms or incorporated by reference in the Glossary attached as Exhibit B.

MASTER TRANSITION SERVICES AGREEMENT by and Between ONEOK, INC. And ONE GAS, INC. Dated as of [ ], 2014 (November 21st, 2013)

Master Transition Services Agreement, dated as of [ ] (this Agreement), by and between ONEOK, INC. (Parent) and ONE GAS, INC. (Spinco). All the capitalized terms used in this Agreement shall have the meaning either given those terms or incorporated by reference in the Glossary attached as Exhibit B.

Science Applications International Corp – Master Transition Services Agreement (October 1st, 2013)

This Master Transition Services Agreement (this Agreement) is entered into on September 25, 2013, by and between SAIC, Inc., a Delaware corporation (the Company or Leidos) and SAIC Gemini, Inc., a Delaware corporation (New SAIC). Each of Leidos and New SAIC is sometimes referred to herein as a Party and collectively as the Parties. Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Distribution Agreement dated as of the date hereof, by and between Leidos and New SAIC (as such may be amended from time to time, the Distribution Agreement).

Master Transition Services Agreement (October 1st, 2013)

This Master Transition Services Agreement (this Agreement) is entered into on September 25, 2013, by and between SAIC, Inc., a Delaware corporation (the Company or Leidos) and SAIC Gemini, Inc., a Delaware corporation (New SAIC). Each of Leidos and New SAIC is sometimes referred to herein as a Party and collectively as the Parties. Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Distribution Agreement dated as of the date hereof, by and between Leidos and New SAIC (as such may be amended from time to time, the Distribution Agreement).

Science Applications International Corp – Master Transition Services Agreement (September 9th, 2013)

This Master Transition Services Agreement (this Agreement) is entered into on [], 2013, by and between SAIC, Inc., a Delaware corporation (the Company or Leidos) and SAIC Gemini, Inc., a Delaware corporation (New SAIC). Each of Leidos and New SAIC is sometimes referred to herein as a Party and collectively as the Parties. Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Distribution Agreement dated as of the date hereof, by and between Leidos and New SAIC (as such may be amended from time to time, the Distribution Agreement).

Science Applications International Corp – Master Transition Services Agreement (August 20th, 2013)

This Master Transition Services Agreement (this Agreement) is entered into on [], 2013, by and between SAIC, Inc., a Delaware corporation (the Company or Leidos) and SAIC Gemini, Inc., a Delaware corporation (New SAIC). Each of Leidos and New SAIC is sometimes referred to herein as a Party and collectively as the Parties. Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Distribution Agreement dated as of the date hereof, by and between Leidos and New SAIC (as such may be amended from time to time, the Distribution Agreement).

Master Transition Services Agreement (October 28th, 2011)

This Master Transition Services Agreement (this Agreement) is entered into as of October 25, 2011, by and among ITT Corporation, an Indiana corporation (ITT), Exelis Inc., an Indiana corporation (Exelis) and Xylem Inc., an Indiana corporation (Xylem). Each of ITT, Exelis and Xylem is sometimes referred to herein as a Party and collectively as the Parties. Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Distribution Agreement of even date herewith, by and among ITT, Exelis and Xylem (as such may be amended from time to time, the Distribution Agreement).

Master Transition Services Agreement (September 26th, 2011)

This Master Transition Services Agreement (this Agreement) is entered into as of [], 2011, by and among ITT Corporation, an Indiana corporation (ITT), Exelis Inc., an Indiana corporation (Exelis) and Xylem Inc., an Indiana corporation (Xylem). Each of ITT, Exelis and Xylem is sometimes referred to herein as a Party and collectively as the Parties. Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Distribution Agreement of even date herewith, by and among ITT, Exelis and Xylem (as such may be amended from time to time, the Distribution Agreement).

Xylem – Master Transition Services Agreement (September 26th, 2011)

This Master Transition Services Agreement (this Agreement) is entered into as of [], 2011, by and among ITT Corporation, an Indiana corporation (ITT), Exelis Inc., an Indiana corporation (Exelis) and Xylem Inc., an Indiana corporation (Xylem). Each of ITT, Exelis and Xylem is sometimes referred to herein as a Party and collectively as the Parties. Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Distribution Agreement of even date herewith, by and among ITT, Exelis and Xylem (as such may be amended from time to time, the Distribution Agreement).

Master Transition Services Agreement (September 14th, 2011)

This Master Transition Services Agreement (this Agreement) is entered into as of [], 2011, by and among ITT Corporation, an Indiana corporation (ITT), Exelis Inc., an Indiana corporation (Exelis) and Xylem Inc., an Indiana corporation (Xylem). Each of ITT, Exelis and Xylem is sometimes referred to herein as a Party and collectively as the Parties. Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Distribution Agreement of even date herewith, by and among ITT, Exelis and Xylem (as such may be amended from time to time, the Distribution Agreement).

Xylem – Master Transition Services Agreement (September 14th, 2011)

This Master Transition Services Agreement (this Agreement) is entered into as of [], 2011, by and among ITT Corporation, an Indiana corporation (ITT), Exelis Inc., an Indiana corporation (Exelis) and Xylem Inc., an Indiana corporation (Xylem). Each of ITT, Exelis and Xylem is sometimes referred to herein as a Party and collectively as the Parties. Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Distribution Agreement of even date herewith, by and among ITT, Exelis and Xylem (as such may be amended from time to time, the Distribution Agreement).

Guaranty Financial Group Inc – MASTER TRANSITION SERVICES AGREEMENT Between TEMPLE INLAND INC. And FORESTAR REAL ESTATE GROUP INC. And GUARANTY FINANCIAL GROUP INC. (December 11th, 2007)

Temple-Inland Inc. (Temple-Inland), Forestar Real Estate Group Inc. (Forestar) and Guaranty Financial Group Inc. (Financial Services) make this Master Transition Services Agreement (Agreement) in consideration of the mutual promises and agreements contained in this Agreement.

MASTER TRANSITION SERVICES AGREEMENT Between TEMPLE INLAND INC. And FORESTAR REAL ESTATE GROUP INC. And GUARANTY FINANCIAL GROUP INC. (December 11th, 2007)

Temple-Inland Inc. (Temple-Inland), Forestar Real Estate Group Inc. (Forestar) and Guaranty Financial Group Inc. (Financial Services) make this Master Transition Services Agreement (Agreement) in consideration of the mutual promises and agreements contained in this Agreement.

Forestar Group Inc – MASTER TRANSITION SERVICES AGREEMENT Between TEMPLE INLAND INC. And FORESTAR REAL ESTATE GROUP INC. And GUARANTY FINANCIAL GROUP INC. (December 11th, 2007)

Temple-Inland Inc. (Temple-Inland), Forestar Real Estate Group Inc. (Forestar) and Guaranty Financial Group Inc. (Financial Services) make this Master Transition Services Agreement (Agreement) in consideration of the mutual promises and agreements contained in this Agreement.

Forestar Group Inc – FORM OF MASTER TRANSITION SERVICES AGREEMENT Between TEMPLE INLAND INC. And FORESTAR REAL ESTATE GROUP INC. And GUARANTY FINANCIAL GROUP INC. (November 13th, 2007)

Temple-Inland Inc. (Temple-Inland), Forestar Real Estate Group Inc. (Forestar) and Guaranty Financial Group Inc. (Financial Services) make this Master Transition Services Agreement (Agreement) in consideration of the mutual promises and agreements contained in this Agreement.

Guaranty Financial Group Inc – FORM OF MASTER TRANSITION SERVICES AGREEMENT Between TEMPLE INLAND INC. And FORESTAR REAL ESTATE GROUP INC. And GUARANTY FINANCIAL GROUP INC. (November 9th, 2007)

Temple-Inland Inc. (Temple-Inland), Forestar Real Estate Group Inc. (Forestar) and Guaranty Financial Group Inc. (Financial Services) make this Master Transition Services Agreement (Agreement) in consideration of the mutual promises and agreements contained in this Agreement.

MASTER TRANSITION SERVICES AGREEMENT Between SARA LEE CORPORATION and HANESBRANDS INC. (September 28th, 2006)

This Master Transition Services Agreement (this Agreement), dated as of August 31, 2006, is by and between Sara Lee Corporation, a Maryland corporation (Sara Lee), and Hanesbrands Inc., a Maryland corporation (HBI). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed to such terms in Article X below.

Amendment to Master Transition Services Agreement (August 11th, 2006)

This AMENDMENT TO MASTER TRANSITION SERVICES AGREEMENT (the Amendment) is entered into on this 16th day of May, 2006 (the Effective Date) by and between Cargill, Incorporated, a Delaware corporation (Cargill) and The Mosaic Company, a Delaware corporation (Mosaic).

FORM OF MASTER TRANSITION SERVICES AGREEMENT Between SARA LEE CORPORATION and HANESBRANDS INC. (July 25th, 2006)

This Master Transition Services Agreement (this Agreement), dated as of [ ], 2006, is by and between Sara Lee Corporation, a Maryland corporation (Sara Lee), and Hanesbrands Inc., a Maryland corporation (HBI). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed to such terms in Article X below.

Master Transition Services Agreement (October 11th, 2005)

This Master Transition Services Agreement (Agreement) is entered into as of October 6, 2005 (the Effective Date), between Cypress Semiconductor Corporation, a Delaware corporation (Cypress), and SunPower Corporation, a California corporation (SunPower). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article I hereof.

Master Transition Services Agreement (October 28th, 2004)

This MASTER TRANSITION SERVICES AGREEMENT (the Agreement) is entered into on this 22nd day of October, 2004 (the Effective Date) by and between CARGILL, INCORPORATED, a Delaware corporation (hereafter Cargill) and THE MOSAIC COMPANY, a Delaware corporation (formerly known as GLOBAL NUTRITION SOLUTIONS, INC.) (hereafter Mosaic).