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Transition Services Agreement

This is an actual contract by B&G Foods.

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Sectors: Food, Beverages and Tobacco
Governing Law: New York, View New York State Laws
Effective Date: February 05, 1999
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This TRANSITION SERVICES AGREEMENT (this "Agreement") is made as of February 5, 1999, by and between International Home Foods, Inc., a Delaware corporation ("Parent"), and M. Polaner, Inc. a Delaware corporation and wholly owned subsidiary of Parent (collectively with Parent, the "Sellers"), and Roseland Distribution Company, a Delaware corporation ("Purchaser").

W I T N E S S E T H:

WHEREAS, pursuant to that certain Asset Purchase Agreement, dated as of January 12, 1999, between Sellers and Purchaser (the "Asset Purchase Agreement"), Sellers have agreed to sell to Purchaser and Purchaser has agreed to Purchase from Seller the Purchased Assets (as defined in the Asset Purchase Agreement).

WHEREAS, in connection therewith, Purchaser and Sellers desire that Sellers provide Purchaser with certain transition services as set forth herein; and

WHEREAS, capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Asset Purchase Agreement;

NOW, THEREFORE, in consideration of the premises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Sellers and Purchaser agree as follows:

1. Transition Services. During the term of this Agreement as set forth in Section 4 below (the "Transition Period"), Sellers shall provide, or cause its Affiliates to provide to Purchaser (or, if requested by Purchaser, to Affiliates of Purchaser), as requested by Purchaser, the services set forth on Annex A hereto in the manner and at a relative level of service consistent in all material respects with that provided by Seller or its Affiliates to the Acquired Business immediately prior to the date hereof and levels substantially consistent with the levels provided during the year ended December 31, 1998.

2. Billing and Payment. Sellers shall invoice Purchaser for services provided under this Agreement at the end of each fiscal month of Sellers during the transition period. Such invoices shall set forth in reasonable detail the services provided hereunder during such month and the charges therefor. All invoices shall be paid by wire transfer not later than 30 days following receipt by Purchaser of Seller's invoice in accordance with the instructions provided by Sellers (in writing to Purchaser).

3. Validity of Documents. The parties hereto shall be entitled to rely upon the genuineness, validity or truthfulness of any document, instrument or other writing presented in connection with this Agreement unless such document, instrument or other writing appears on its face to be fraudulent, false or forged.

4. Term of Agreement. The term of this Agreement shall commence on the date hereof and shall continue (unless sooner terminated pursuant to the terms hereof) for a period of ninety (90) days, or such shorter period as may be provided in Annex A with respect to particular services described therein.

5. Partial Termination. Any and all of the services provided by Sellers and its Affiliates hereunder are only terminable earlier than the period specified in Annex A by Purchaser on 10 days' prior written notice to Seller. Any such termination shall be final.

6. Assignment. This Agreement shall not be assignable in whole or in part by any party hereto without the prior written consent of the other party hereto, provided that Purchaser may assign its rights and obligations (i) as collateral security to persons providing financing for the transactions hereunder (ii) to any person acquiring, after the Closing, all or substantially all of the business of Purchaser and (iii) to an Affiliate of Purchaser. No assignment hereunder shall operate to release either party from its obligations hereunder.

7. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed entirely within such State, without regard to the conflicts of law principles of such State.

8. Limitation of Liability. Seller shall not be liable to Purchaser or any third party for any special, consequential or exemplary damages (including lost or anticipated revenues or profits relating to the same) arising from any claim relating to this Agreement or any of the services provided hereunder, whether such claim is based on warranty, contract, tort (including negligence or strict liability) or otherwise, even if an authorized representative of Seller is advised of the possibility or likelihood of the same.

9. Mediation. In the event a dispute arises between the parties arising out of or relating to this Agreement or the transactions contemplated hereby, prior to the commencement of any action, suit or proceeding relating thereto, the parties shall submit to non-binding mediation.

10. Consent to Jurisdiction. Any action, suit or other proceeding initiated by any Sellers or Purchaser against the other under or in connection with this Agreement may be brought in the federal courts for the Southern Distri
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