Transition Services Agreement Sample Contracts

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Transition Services Agreement • April 18th, 2011 • Amincor, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New York
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Transition Services Agreement • August 30th, 2006 • Ugi Corp /Pa/ • Gas & other services combined • New York
EX-10.22 24 d638353dex1022.htm EX-10.22 EXECUTION VERSION TRANSITION SERVICES AGREEMENT
Transition Services Agreement • May 5th, 2020

This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of March 1, 2017, is made by and between McKesson Corporation, a Delaware corporation (“MCK”) and Change Healthcare LLC (f/k/a PF2 NewCo LLC), a Delaware limited liability company (“NewCo”). Capitalized terms used in this Agreement but not otherwise defined in this Agreement have the meaning assigned to such terms in the Contribution Agreement (as defined below).

TRANSITION SERVICES AGREEMENT by and between NUANCE COMMUNICATIONS, INC. and CERENCE OPERATING COMPANY Dated as of September 30, 2019
Transition Services Agreement • October 2nd, 2019 • Nuance Communications, Inc. • Services-prepackaged software • Delaware

TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of September 30, 2019, by and between Nuance Communications, Inc., a Delaware corporation (“Nuance”), and Cerence Operating Company, a Delaware corporation (“Cerence Subsidiary”).

TRANSITION SERVICES AGREEMENT BY AND BETWEEN EQT CORPORATION AND EQUITRANS MIDSTREAM CORPORATION DATED AS OF NOVEMBER 12, 2018
Transition Services Agreement • November 13th, 2018 • Equitrans Midstream Corp • Natural gas transmission • Delaware

This TRANSITION SERVICES AGREEMENT, dated as of November 12, 2018 (this “Agreement”), is by and between EQT Corporation, a Pennsylvania corporation (“Parent”), and Equitrans Midstream Corporation, a Pennsylvania corporation (“SpinCo”).

TRANSITION SERVICES AGREEMENT BY AND BETWEEN XPO LOGISTICS, INC. AND RXO, INC. DATED AS OF OCTOBER 31, 2022
Transition Services Agreement • November 1st, 2022 • RXO, Inc. • Transportation services • Delaware

This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of October 31, 2022, by and between XPO Logistics, Inc., a Delaware corporation (“Parent”), and RXO, Inc., a Delaware corporation (“SpinCo”).

TRANSITION SERVICES AGREEMENT BY AND AMONG UNITED TECHNOLOGIES CORPORATION, CARRIER GLOBAL CORPORATION AND OTIS WORLDWIDE CORPORATION
Transition Services Agreement • April 8th, 2020 • Raytheon Technologies Corp • Aircraft engines & engine parts • Delaware

This TRANSITION SERVICES AGREEMENT, dated as of April 2, 2020 (as it may be amended and in effect from time to time, this “Agreement”), is by and among United Technologies Corporation, a Delaware corporation (“UTC”), Carrier Global Corporation, a Delaware corporation (“Carrier”) and Otis Worldwide Corporation, a Delaware corporation (“Otis”).

TRANSITION SERVICES AGREEMENT BY AND BETWEEN ARAMARK AND VESTIS CORPORATION DATED AS OF SEPTEMBER 29, 2023
Transition Services Agreement • October 2nd, 2023 • Aramark • Retail-eating places • Delaware

This TRANSITION SERVICES AGREEMENT, dated as of September 29, 2023 (this “Agreement”), by and between Aramark, a Delaware corporation (“Parent”), and Vestis Corporation, a Delaware corporation and a subsidiary of Parent (“SpinCo”).

TRANSITION SERVICES AGREEMENT by and between 2SEVENTY BIO, INC. and BLUEBIRD BIO, INC. Dated as of November 3, 2021
Transition Services Agreement • November 4th, 2021 • Bluebird Bio, Inc. • Biological products, (no disgnostic substances) • Delaware
TRANSITION SERVICES AGREEMENT DATED AS OF JULY 17, 2017 BETWEEN VORNADO REALTY TRUST AND JBG SMITH PROPERTIES
Transition Services Agreement • July 21st, 2017 • JBG SMITH Properties • Real estate investment trusts • New York

This Transition Services Agreement (this “Agreement”) is entered into and effective as of July 17, 2017 (the “Effective Date”), by and between Vornado Realty Trust, a Maryland real estate investment trust (“Provider”), and JBG SMITH Properties, a Maryland real estate investment trust (“Recipient”). Provider and Recipient may each be referred to herein as a “Party,” and are collectively referred to as the “Parties.”

EMPLOYMENT AGREEMENT
Transition Services Agreement • October 5th, 2006 • Orasure Technologies Inc • Surgical & medical instruments & apparatus • Delaware

This Employment Agreement is entered into as of October 2, 2006 (this “Agreement”), between Mark L. Kuna (“Employee”) and OraSure Technologies, Inc., a Delaware corporation (the “Company”).

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • December 22nd, 2021 • Lovarra • Services-computer programming, data processing, etc.

THIS TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of December 15, 2021 (the “Effective Date”), is made and entered into by and between Logiq, Inc., a Delaware corporation (“Logiq”), and Lovarra, a Nevada corporation and majority-owned subsidiary of GoLogiq LLC which is a wholly-owned subsidiary of Logiq (“Lova”). Each of Logiq and Lova may be referred to herein individually as a “Party” and collectively as the “Parties.” For purposes of this Agreement, capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Master Distribution Agreement (as defined below).

TRANSITION SERVICES AGREEMENT by and between IRONWOOD PHARMACEUTICALS, INC. and CYCLERION THERAPEUTICS, INC. Dated as of April 1, 2019
Transition Services Agreement • April 2nd, 2019 • Cyclerion Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts

This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of April 1, 2019 (the “Effective Date”), is entered into by and between Ironwood Pharmaceuticals, Inc. (“Ironwood”), a Delaware corporation, and Cyclerion Therapeutics, Inc. (“Cyclerion”), a Massachusetts corporation. “Party” or “Parties” means Ironwood or Cyclerion, individually or collectively, as the case may be.

ADDENDUM NO. 1 TO TRANSITION SERVICES AGREEMENT
Transition Services Agreement • August 21st, 2015 • Nuvola, Inc. • Services-computer processing & data preparation • Nevada

THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is made and entered into as of this 9th day of October, 2014, by and between Bollente Companies, Inc., a Nevada corporation having its principal place of business at 8800 N. Gainey Center Dr., Suite 270, Scottsdale, AZ 85258 (“BOLC”), and Nuvola, Inc., a Nevada corporation having offices at 8800 N. Gainey Center Dr., Suite 270, Scottsdale, AZ 85258 (“NUVOLA”).

L BRANDS TO VS TRANSITION SERVICES AGREEMENT dated as of August 2, 2021 by and between L BRANDS, INC. and VICTORIA’S SECRET & CO.
Transition Services Agreement • August 3rd, 2021 • Victoria's Secret & Co. • Retail-women's clothing stores • Delaware

WHEREAS, VS and Service Provider have entered into a Separation and Distribution Agreement dated as of August 2, 2021 (the “Separation Agreement”), pursuant to which and on the terms and conditions set forth therein, among other things, Service Provider has agreed to distribute the VS Business to the holders of the L Brands Common Stock as of the Record Date;

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • May 14th, 2018 • DOVER Corp • Construction, mining & materials handling machinery & equip • New York

This Transition Services Agreement (this “Services Agreement”) is made as of this 9th day of May, 2018 by and between (i) Dover Corporation, a Delaware corporation (“Dover”), and (ii) Apergy Corporation, a Delaware corporation (“Apergy”). Each of Dover and Apergy is sometimes referred to herein as a “Party” and collectively, as the “Parties.”

TRANSITION SERVICES AGREEMENT by and among IAC/INTERACTIVECORP, HSN, INC., INTERVAL LEISURE GROUP, INC. TICKETMASTER and TREE.COM, INC.
Transition Services Agreement • August 25th, 2008 • Ticketmaster • Services-miscellaneous amusement & recreation

This TRANSITION SERVICES AGREEMENT, dated as of August 20, 2008 (this “Services Agreement”), is entered into by and among IAC/InterActiveCorp, a Delaware corporation (“IAC” or “New IAC”), HSN, Inc., a Delaware corporation and wholly owned subsidiary of IAC (“HSNSpinco” or “HSN”), Interval Leisure Group, Inc., a Delaware corporation and wholly owned subsidiary of IAC (“Interval Spinco” or “Interval”), Ticketmaster, a Delaware corporation and wholly owned subsidiary of IAC (“TMSpinco” or “TM”), and Tree.com, Inc., a Delaware corporation and wholly owned subsidiary of IAC (“Tree Spinco” or “LT” and, together with HSNSpinco, Interval Spinco and TMSpinco, the “Spincos” and, the Spincos together with IAC, the “Parties” and each a “Party”).

TRANSITION SERVICES AGREEMENT by and between R. R. DONNELLEY & SONS COMPANY and DONNELLEY FINANCIAL SOLUTIONS, INC. Dated as of September 14, 2016
Transition Services Agreement • October 3rd, 2016 • RR Donnelley & Sons Co • Commercial printing • Illinois

This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of September 14, 2016, is entered into by and between R. R. Donnelley & Sons Company, a Delaware corporation (“RRD”), and Donnelley Financial Solutions, Inc., a Delaware corporation (“Donnelley Financial”). Each of RRD and Donnelley Financial is referred to herein as a “Party” and together, as the “Parties”.

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • September 1st, 2017 • Hewlett Packard Enterprise Co • Computer & office equipment

This TRANSITION SERVICES AGREEMENT, dated as of September 1, 2017 (this “Agreement”), is by and between Hewlett Packard Enterprise Company, a Delaware corporation (“Houston”), and Seattle SpinCo, Inc., a Delaware corporation (“Seattle”). Houston and Seattle are sometimes collectively referred to as the “Parties” and each is individually referred to as a “Party.” Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set forth in the Separation and Distribution Agreement, dated as of September 7, 2016, by and between the Parties (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation Agreement”).

TRANSITION SERVICES AGREEMENT dated as of November 9, 2010 among GGP LIMITED PARTNERSHIP, GENERAL GROWTH MANAGEMENT, INC., and THE HOWARD HUGHES CORPORATION
Transition Services Agreement • November 12th, 2010 • Howard Hughes Corp • Real estate investment trusts

This Transition Services Agreement (this “Agreement”), dated as of November 9, 2010, is by and among GGP Limited Partnership, a Delaware limited partnership (“GGPLP”), General Growth Management, Inc., a Delaware corporation (“GGMI” and, collectively with GGPLP, “GGP”), and The Howard Hughes Corporation, a Delaware corporation (“Spinco”).

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • September 29th, 2020 • BBX Capital Corp • Real estate

THIS TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of September 25, 2020, is by and among BBX Capital Corporation, a Florida corporation (“Parent”), and BBX Capital Florida LLC, a Florida limited liability company (“New BBX Capital”). Each of Parent and New BBX Capital is sometimes referred to herein as a “Party” and, collectively, as the “Parties.” For purposes of this Agreement, capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Separation Agreement (as defined below).

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • March 20th, 2023 • Inpixon • Services-computer programming services • Delaware

This TRANSITION SERVICES AGREEMENT (this “Agreement”), effective as of the Distribution Time of the Separation and Distribution Agreement (as defined below) (the “Effective Date”), by and between Inpixon, a Nevada corporation (“Inpixon”), and CXApp Holding Corp., a Delaware corporation (“CXApp”). Each of Inpixon and CXApp may be referred to herein individually as a “Party” and collectively as the “Parties”.

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TRANSITION SERVICES AGREEMENT by and between SUPERVALU INC. and ALBERTSON’S LLC Dated as of March 21, 2013
Transition Services Agreement • May 19th, 2017 • Safeway Stores 42, Inc. • Retail-grocery stores

This TRANSITION SERVICES AGREEMENT, dated as of March 21, 2013 (this “Services Agreement” or “TSA”), is entered into by and between SUPERVALU INC., a Delaware corporation (“SVU”) and Albertson’s LLC, a Delaware limited liability company (“ABS LLC” and together with its Subsidiaries other than New Albertson’s Inc. (“NAI”) and its Subsidiaries, “Albertson’s”). In this Services Agreement, SVU, on the one hand, and Albertson’s, on the other hand, are sometimes referred to individually as a “party” and collectively as the “parties.” In its capacity as a recipient of Services hereunder (as designated on Schedules 1 and 2 hereof with respect to particular services), each party is referred to herein as “Receiving Party,” and, in its capacity as a provider of Services hereunder (as designated on Schedules 1 and 2 hereof with respect to particular services), each party is referred to herein as “Service Provider.” All terms used herein and not defined herein shall have the meanings assigned to th

TRANSITION SERVICES AGREEMENT by and between UPJOHN INC. and PFIZER INC. Dated as of November 16, 2020
Transition Services Agreement • November 19th, 2020 • Viatris Inc • Pharmaceutical preparations • Delaware

This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of November 16, 2020 (the “Effective Date”), is by and between Upjohn Inc., a Delaware corporation (“Spinco”), and Pfizer Inc., a Delaware corporation (“Pluto”) (each, a “Party” and together, the “Parties”).

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • June 28th, 2019 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • Delaware

This TRANSITION SERVICES AGREEMENT, dated as of June 27, 2019 (this “Agreement”), is made and entered into by and between KAR Auction Services, Inc., a Delaware corporation (“KAR”), and IAA, Inc., a Delaware corporation and wholly owned subsidiary of KAR (“SpinCo”, and together with KAR, the “Parties”). For purposes of this Agreement, capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Separation and Distribution Agreement.

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • May 22nd, 2015 • Columbia Pipeline Group, Inc. • Natural gas transmission

This TRANSITION SERVICES AGREEMENT, dated as of , 2015 (this “Agreement”), is by and between NiSource Corporate Services Company, a Delaware corporation (“NiSource Services”), and Columbia Pipeline Group Services Company, a Delaware corporation (“Columbia Services”).

TRANSITION SERVICES AGREEMENT by and between TECHNIPFMC PLC AND TECHNIP ENERGIES N.V. Dated as of February 15, 2021
Transition Services Agreement • March 25th, 2022 • Technip Energies N.V. • Services-engineering services • New York

This TRANSITION SERVICES AGREEMENT (this “Agreement”), is entered into effective as of February 15, 2021 (“Effective Date”), by and between TechnipFMC plc, a public limited company formed under the Laws of England and Wales (“TFMC”) and Technip Energies N.V., a public limited liability company formed under the laws of the Netherlands and wholly owned subsidiary of TFMC (“TEN”). TFMC and TEN are each a “Party” and are sometimes referred to herein collectively as the “Parties.”

TRANSITION SERVICES AGREEMENT BY AND BETWEEN COVIDIEN PLC AND MALLINCKRODT PLC DATED AS OF JUNE 28, 2013
Transition Services Agreement • July 1st, 2013 • Mallinckrodt PLC • Pharmaceutical preparations

This TRANSITION SERVICES AGREEMENT, dated as of June 28, 2013 (this “Agreement”), is by and between Covidien plc, an Irish public limited company (“Covidien”), and Mallinckrodt plc, an Irish public limited company (“Mallinckrodt”). Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set forth in the Separation and Distribution Agreement, dated as of the date hereof, by and between Covidien and Mallinckrodt (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation Agreement”).

TRANSITION SERVICES AGREEMENT BETWEEN THE BABCOCK & WILCOX COMPANY (as service provider) and MCDERMOTT INTERNATIONAL, INC. (as service receiver) Dated July 2, 2010
Transition Services Agreement • August 9th, 2010 • McDermott International Inc • Fabricated plate work (boiler shops) • Texas

This TRANSITION SERVICES AGREEMENT (together with the Schedules hereto, this “Agreement”) is entered into as of July 2, 2010, by and between The Babcock & Wilcox Company, a Delaware corporation (“B&W”), and McDermott International, Inc., a Panamanian corporation (“McDermott”).

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • July 7th, 2010 • Vishay Precision Group, Inc. • Electronic components & accessories • New York

This Transition Services Agreement (this “Services Agreement”) is entered into and effective as of the 6th day of July, 2010 (the “Effective Date”), by and between Vishay Intertechnology, Inc., a corporation organized under the laws of the State of Delaware (“Provider”), and Vishay Precision Group, Inc., a corporation organized under the laws of the State of Delaware (“Recipient”). Provider and Recipient each may be referred to herein as a “Party” and collectively, as the “Parties.”

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • August 17th, 2022 • Twin Vee PowerCats, Co. • Ship & boat building & repairing • Delaware

THIS TRANSITION SERVICES AGREEMENT (the “Agreement”) is dated August 16, 2022 by and between Forza X1, Inc. (“Forza”) and Twin Vee PowerCats Co. (“Twin Vee” and, together with Forza, the “Parties” and, each of them individually, the “Party”).

TRANSITION SERVICES AGREEMENT MOTOROLA MOBILITY PROVIDED SERVICES
Transition Services Agreement • February 18th, 2011 • Motorola Solutions, Inc. • Radio & tv broadcasting & communications equipment

THIS TRANSITION SERVICES AGREEMENT – MOTOROLA MOBILITY PROVIDED SERVICES (this “Agreement”) is entered into as of January 3, 2011, by and among Motorola, Inc., a Delaware corporation (“Motorola”), Motorola Mobility, Inc., a Delaware corporation and wholly-owned subsidiary of Motorola (“Mobility”), and Motorola Mobility Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Motorola (“SpinCo”). Each of Motorola, Mobility and SpinCo 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 Amended and Restated Master Separation and Distribution Agreement dated as of July 31, 2010, by and among Motorola, Mobility and SpinCo (as such may be amended from time to time, the “Separation Agreement”).

TRANSITION SERVICES AGREEMENT BY AND BETWEEN VARIAN MEDICAL SYSTEMS, INC. AND VAREX IMAGING CORPORATION DATED AS OF JANUARY 27, 2017
Transition Services Agreement • January 30th, 2017 • Varex Imaging Corp • Electronic components, nec • Delaware

This TRANSITION SERVICES AGREEMENT, dated as of January 27, 2017 (this “Agreement”), is by and between Varian Medical Systems, Inc., a Delaware corporation (“Parent”), and Varex Imaging Corporation, a Delaware corporation (“SpinCo”).

TRANSITION SERVICES AGREEMENT DATED AS OF OCTOBER 31, 2013 BY AND BETWEEN HARVARD BIOSCIENCE, INC. AND HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC.
Transition Services Agreement • November 6th, 2013 • Harvard Apparatus Regenerative Technology, Inc. • Surgical & medical instruments & apparatus

This TRANSITION SERVICES AGREEMENT, dated as of October 31, 2013 (this “Agreement”), is by and between HARVARD BIOSCIENCE, INC., a Delaware corporation (“HBIO”), and HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC., a Delaware corporation (“HART”).

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