Transition Services Agreements ▼

TRANSITION SERVICES AGREEMENT

           THIS AGREEMENT (the "Agreement") made this 10^th day of December,  2002 by and between Quantum Peripherals (M) Sdn. Bhd. (Company No. 267908-V), a corporation organized under the laws of Malaysia and having its registered office at Plot 21(A), Bayan Lepas FIZ IV, 11900 Penang, Malaysia (the "Seller"), and Jabil Circuit Sdn. Bhd. (Company No. 336537-M), a corporation organized under the laws of Malaysia and having its registered office at 56, Hilir Sungai Keluang 1, Bayan Lepas FIZ IV, 11900 Penang, Malaysia (the "Purchaser").

R E C I T A L S

           A.    The Seller and the Purchaser have entered into an Asset Purchase Agreement dated August 29, 2002 (the "Purchase Agreement"), by which the Purchaser will purchase from the Seller and the Seller will sell to the Purchaser substantially all of the assembly and fulfillment operations for the production of the Seller's Products currently assembled by the Seller at the Facility (capitalized terms not expressly defined in this Agreement shall have the meanings ascribed to them in the Purchase Agreement); and

           B.     Each of the Purchaser and the Seller will provide certain services as set forth in this Agreement in connection with the transition of the responsibility for the manufacture and assembly of the Products (the "Business") from the Seller to the Purchaser in accordance with the terms and conditions of that certain Master Supply and Intellectual Property Agreement, dated as of the date of this Agreement.

           NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

           Section 1.  Provision of Services

           Each of the Seller and the Purchaser shall provide the transition services specified on the applicable Exhibits attached to this Agreement (the "Services") and for the periods set forth on such Exhibits.  It is understood by the parties that the manner and level of the Services to be provided under this Section 1 shall be substantially consistent with recent historical practice and that the Services shall be provided by each party with no less than the same degree of quality and timeliness customarily exercised by it in connection with its own business operations.

TRANSITION SERVICES AGREEMENT

        This Transition Services Agreement (this "Agreement") is entered into as of March    , 2003 by and between TMP Worldwide Inc., a Delaware corporation ("TMP"), and Hudson Highland Group, Inc., a Delaware corporation ("HHGI").

W I T N E S S E T H:

        WHEREAS, TMP owned 100% of the outstanding common stock of HHGI prior to the consummation of the Distribution (as defined below);

        WHEREAS, TMP will no longer own any of the outstanding common stock of HHGI after the consummation of the Distribution; and

        WHEREAS, TMP has heretofore directly or indirectly provided certain administrative, legal, tax and other services to the HHGI Entities (as defined below) and HHGI has heretofore directly or indirectly provided certain administrative and other services to the TMP Entities (as defined below).

        NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, TMP and HHGI, for themselves, their successors and assigns, hereby agree as follows:

ARTICLE 1
DEFINITIONS

        1.01    Definitions.    The following terms, as used herein, have the following meanings:

        "Business Day" means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.

        "Common Stock" means the common stock, par value $.001 per share, of HHGI.

        "Confidential Information" has the meaning assigned thereto in the Distribution Agreement.

        "Distribution" has the meaning assigned thereto in the Distribution Agreement.

        "Distribution Agreement" means the Distribution Agreement, dated as of the date hereof, between TMP and HHGI.

        "Distribution Date" has the meaning assigned thereto in the Distribution Agreement.

        "HHGI Entities" means HHGI and its Subsidiaries, and "HHGI Entity" shall mean any of the HHGI Entities.

        "HHGI Services" means the various services described in the Schedules to be provided by HHGI Entities to TMP Entities or to be procured by HHGI Entities on behalf of TMP Entities.

        "Person" means any individual, corporation, limited liability company, partnership, association, trust or other entity or organization, including a governmental or political subdivision or any agency or instrumentality thereof.

        "Schedules" means the Schedules attached hereto.

        "Service" means any HHGI Service or TMP Service, as the context may require, and "Services" means the HHGI Services or the TMP Services, as the context may require.

        "Subsidiary" means, with respect to any Person, any other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by such Person.

1

        "TMP Entities" means TMP and its Subsidiaries, and "TMP Entity" shall mean any of the TMP Entities.

        "TMP Services" means the various services described in the Schedules to be provided by TMP Entities to HHGI Entities or to be procured by TMP Entities on behalf of HHGI Entities.

ARTICLE 2
PURCHASE AND SALE OF SERVICES

        2.01    Purchase and Sale of Services.    (a) On the terms and subject to the conditions of this Agreement and in consideration of the Service Costs described below:

        (i)    TMP agrees to provide to HHGI, or procure the provision to HHGI of, and HHGI agrees to purchase from TMP, the TMP Services; and




        (ii)  HHGI agrees to provide to TMP, or procure the provision to TMP of, and TMP agrees to purchase from HHGI, the HHGI Services.

        (b)  Unless otherwise specifically agreed by TMP and HHGI, the TMP Services to be provided or procured by TMP hereunder shall be substantially similar in scope, quality, and nature to those customarily provided to, or procured on behalf of, HHGI prior to the Distribution Date, and the HHGI Services to be provided or procured by HHGI hereunder shall be substantially similar in scope, quality, and nature to those customarily provided to, or procured on behalf of, TMP prior to the Distribution Date.

        (c)  It is understood that:

        (i)    TMP Services to be provided to HHGI under this Agreement shall, at HHGI's request, be provided to Subsidiaries of HHGI, and TMP may satisfy its obligation to provide or procure TMP Services hereunder by causing one or more of its Subsidiaries to provide or procure such TMP Services;




        (ii)  HHGI Services to be provided to TMP under this Agreement shall, at TMP's request, be provided to Subsidiaries of TMP, and HHGI may satisfy its obligation to provide or procure HHGI Services hereunder by causing one or more of its Subsidiaries to provide or procure such HHGI Services;




        (iii)  with respect to TMP Services provided to, or procured on behalf of, any Subsidiary of HHGI, HHGI agrees to pay on behalf of such Subsidiary all amounts payable by or in respect of such TMP Services pursuant to this Agreement; and




        (iv)  with respect to HHGI Services provided to, or procured on behalf of, any Subsidiary of TMP, TMP agrees to pay on behalf of such Subsidiary all amounts payable by or in respect of such HHGI Services pursuant to this Agreement.

        2.02    Additional Services.    To the extent that TMP and HHGI may mutually agree:

        (a)  in addition to the TMP Services to be provided or procured by TMP in accordance with Section 2.01, if requested by HHGI, TMP shall provide additional services (including services not provided by TMP to the HHGI Entities prior to the Distribution Date) to HHGI; and




        (b)  in addition to the HHGI Services to be provided or procured by HHGI in accordance with Section 2.01, if requested by TMP, HHGI shall provide additional services (including services not provided by HHGI to the TMP Entities prior to the Distribution Date) to TMP.

        The scope of any such additional services, as well as the term, costs, and other terms and conditions applicable to such services, shall be as mutually agreed by TMP and HHGI, and shall be

TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT (this �Agreement�) effective as of January 1, 2008, is entered into by and between AIR PRODUCTS AND CHEMICALS, INC., a Delaware corporation (�Air Products�), and KMG CHEMICALS, INC., a Delaware corporation (�KMG�).

BACKGROUND

A.                                      Air Products and KMG are parties to an Asset  . . .

TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT (this �Agreement�) dated as of January 29, 2008 (the �Effective Date�), is made and entered into by and between Mrs. Fields Famous Brands, LLC, a Delaware limited liability company and the parent of the Sellers (as defined below) (�MFFB�) and NexCen Asset Acquisition, LLC, a Delaware limited liability company (�NexCen Asset Acquisition� or �Purchaser�).  MFFB and Purchaser may each be referred to herein individually as a �Party,� and collectively as the �Parties.�

RECITALS

WHEREAS, . . .

TRANSITION SERVICES AGREEMENT

This Transition Services Agreement, dated as of December 29, 2007 (this �Agreement�), is between Phoenix Footwear Group, Inc., a Delaware corporation (�Seller�), Tactical Holdings, Inc. a Delaware Corporation (�Buyer�), and Altama Delta Corporation, a Georgia corporation (�Altama� and together and jointly and severally with Buyer, the �Buyer Parties�). Seller and the Buyer Parties are sometimes referred to herein as a �Party� and together as the �Parties.�

WHEREAS, Seller and Buyer have entered into a Stock Purchase Agreement, dated as of the date hereof ( . . .

AMENDMENT NO. 4

TO

TRANSITION SERVICES AGREEMENT

AMENDMENT NO. 4 (this �Amendment�) dated as of March 27, 2008, to the Transition Services Agreement (as previously amended, the �Agreement�) among MPC-PRO, LLC, a Delaware limited liability company (�Buyer�) and GATEWAY, INC., a Delaware corporation (�Seller�).

WHEREAS, the parties to the Agreement desire to amend the Agreement as set forth in this Amendment;

WHEREAS, the parties to the Agreement desire (i) to modify the payment terms under the Agreement, and (ii) to establish a payment schedule with respect to certain  . . .

TRANSITION SERVICES AGREEMENT

BY AND BETWEEN

APPLERA CORPORATION

AND

CELERA CORPORATION

DATED AS OF                            , 2008

TRANSITION SERVICES AGREEMENT

BY AND BETWEEN

APPLERA CORPORATION

AND

CELERA CORPORATION

DATED AS OF                            , 2008

TRANSITION SERVICES AGREEMENT

TRANSITION SERVICES AGREEMENT (this �Agreement�), dated as of December 31, 2006, by and between Lexington Realty Trust, a Maryland real estate investment trust (together with its subsidiaries and affiliates, �Company�), and First Winthrop Corp., a Delaware corporation (together with its subsidiaries and affiliates, �Winthrop�) Company and Winthrop are each referred to herein as a �Party� and collectively as the �Parties.�

RECITALS

WHEREAS, Company and Newkirk Realty Trust, Inc., a Maryland corporation (�NRT�) are parties to an Agreement and  . . .

TRANSITION SERVICES AGREEMENT

TRANSITION SERVICES AGREEMENT (this �Agreement�), dated as of December 31, 2006, by and between Lexington Realty Trust, a Maryland real estate investment trust (together with its subsidiaries and affiliates, �Company�), and First Winthrop Corp., a Delaware corporation (together with its subsidiaries and affiliates, �Winthrop�) Company and Winthrop are each referred to herein as a �Party� and collectively as the �Parties.�

RECITALS

WHEREAS, Company and Newkirk Realty Trust, Inc., a Maryland corporation (�NRT�) are parties to an Agreement and  . . .

COTY US LLC.

- AND -

ASCENDIA BRANDS CO., INC.

TRANSITION SERVICES AGREEMENT

February 9, 2007

TRANSITION SERVICES AGREEMENT

THIS TRANSITION SERVICES AGREEMENT (�Agreement�) is made and entered into this 1st day of February 2007, by and between Stallion Energy LLC, a Delaware limited liability company (�Stallion�), and Linn Energy, LLC, a Delaware limited liability company (�Linn�), Linn Energy Holdings, LLC, a Delaware limited liability company (�Linn Holdings�), Linn Operating, Inc., a Delaware corporation (�Linn Operating�) and Penn West Pipeline, LLC, a Texas limited liability company (�Penn West�, and together with Linn, Linn Holdings and Linn Operating the �Linn Parties�). . . .

TRANSITION SERVICES AGREEMENT

by and among

VERIZON INFORMATION TECHNOLOGIES LLC,

NORTHERN NEW ENGLAND TELEPHONE OPERATIONS INC.,

ENHANCED COMMUNICATIONS OF NORTHERN NEW ENGLAND INC.

and

FAIRPOINT COMMUNICATIONS, INC.

January 15, 2007

TRANSITION SERVICES AGREEMENT

between

AUTOMATIC DATA PROCESSING, INC.

and

BROADRIDGE FINANCIAL SOLUTIONS, INC.

Dated as of                     , 2007

Table of Contents

ARTICLE I DEFINITIONS

1.1        Certain Defined Terms

1.2        General Interpretive  . . .

TRANSITION SERVICES AGREEMENT

BY AND BETWEEN

ALTRIA CORPORATE SERVICES, INC.

AND

KRAFT FOODS INC.