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TRANSITION SERVICES AGREEMENT

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Sectors: Computer Software and Services
Governing Law: Illinois, View Illinois State Laws
Effective Date: September 30, 1998
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Exhibit 10.1



TRANSITION SERVICES AGREEMENT





THIS TRANSITION SERVICES AGREEMENT (this "Agreement") is made and entered into as of the 30th day of September, 1998, by and between Allin Communications Corporation, a Delaware corporation with an address at 400 Greentree Commons, 381 Mansfield Avenue, Pittsburgh, Pennsylvania 15220 ("Allin"), and SportsWave, Inc., a Pennsylvania corporation with an address at 400 Greentree Commons, 381 Mansfield Avenue, Pittsburgh, Pennsylvania 15220 ("SportsWave").



RECITALS



A. Prior to the date of this Agreement, SportsWave was a wholly owned subsidiary of Allin occupying the same facilities with Allin in Greentree Commons and sharing equipment and administrative services.



B. Contemporaneously with this Agreement, Allin is selling all of its common stock in SportsWave (the "Transaction") to Lighthouse Holdings, Inc., a Delaware corporation ("Lighthouse"), pursuant to that certain Stock Purchase Agreement, dated as of the date hereof, between Allin and Lighthouse (the "Stock Purchase Agreement").



C. In connection with the Transaction and pursuant to the Stock Purchase Agreement, Lighthouse and SportsWave desire, and Allin has agreed, to have Allin provide SportsWave with the services specified herein in order to assist SportsWave in the transition from wholly owned subsidiary of Allin to an independently owned and operated entity of Lighthouse, all on the terms and conditions set forth herein.



NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to be legally bound thereby, the parties hereto agree as follows:



Section 1. Definitions.

--------- -----------



(a) Facilities. "Facilities" means collectively the space occupied,

---------- utilities used or consumed and real property or other facilities rented, licensed, purchased or used by Allin at 400 Greentree Commons, 381 Mansfield Avenue, Pittsburgh, or at other offices or real estate locations as may be owned, rented, licensed or occupied by Allin during the term of this Agreement.



(b) Equipment. "Equipment" means collectively all equipment, machinery,

--------- furniture, fixtures, computers, communications equipment, office equipment and other personal property (excluding supplies) used in the business of Allin and SportsWave and owned or leased by Allin.





(c) Administrative Services. "Administrative Services" means

----------------------- collectively the provision by Allin to SportsWave of all of those administrative and accounting services previously rendered by Allin to SportsWave, such as those services set forth on Schedule A, attached hereto. The Administrative

---------- Services shall not include any senior management functions, financial planning or budgeting or any tax or year-end accounting service.



Section 2. Provision of Services; Use of Facilities and Equipment.

--------- ------------------------------------------------------



(a) For the period of time extending from October 1, 1998, to December 31, 1998, and thereafter on a month-to-month basis until either party provides the other with at least thirty (30) days written notice of its election to terminate this Agreement, Allin shall provide SportsWave the Administrative Services and full use of its Facilities and Equipment, subject to the terms and conditions of this Agreement.



(b) Allin shall perform the Administrative Services in a manner consistent with, and substantially similar in nature and quality to, the same services provided to SportsWave by Allin prior to the date hereof. Allin also shall assist Lighthouse and SportsWave, as appropriate, in transferring data to Lighthouse and SportsWave from Allin's systems and establishing interconnection between systems and otherwise transferring the operation of the Administrative Services to Lighthouse or SportsWave.

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