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Form of Transition Services Agreement

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Sectors: Leisure and Entertainment
Governing Law: Wisconsin, View Wisconsin State Laws
Effective Date: January 01, 2004
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EXHIBIT 10.13


TRANSITION SERVICES AGREEMENT


THIS TRANSITION SERVICES AGREEMENT, dated as of July [__], 2004 (this "Agreement"), is made by and between The Great Lakes Companies, Inc., a Wisconsin corporation ("GLC"), and Great Lakes Hospitality Partners, LLC, a Wisconsin limited liability company ("GLC Hospitality").


W I T N E S S E T H:


WHEREAS, GLC and GLC Hospitality will enter into an Assignment and Assumption Agreement, to be dated as of the closing date of the Transaction (as defined in that certain Confidential Solicitation of Consents and Private Placement Memorandum for Combination of Certain Businesses of the Great Lakes Companies, Inc. and Offering of Common Stock of Great Wolf Resorts, Inc.), pursuant to which GLC will transfer certain assets to GLC Hospitality and have GLC Hospitality assume certain liabilities of GLC (the "Assignment Agreement");


WHEREAS, in connection with the transactions contemplated by the Assignment Agreement, GLC and GLC Hospitality wish to enter into this Agreement for purposes of continuity and transition; and


WHEREAS, GLC Hospitality desires to cause GLC to provide the Services set forth on Schedule A to GLC Hospitality, and GLC is willing to provide such Services, and GLC desires to cause GLC Hospitality to provide the Services set forth on Schedule B to GLC, and GLC Hospitality is willing to provide such Services, all on the terms and conditions set forth below;


NOW, THEREFORE, the parties hereto, in consideration of the premises and the mutual covenants contained herein, agree as follows:


SECTION 1. SPECIFIC DEFINITIONS.


In addition to the terms defined elsewhere in this Agreement, as used in this Agreement, the following terms have the respective meanings set forth below:


"Applicable Rate" shall mean the rate of interest per annum announced from time to time by the Wall Street Journal as the prime lending rate plus 4% per annum.


"Loss" shall mean all losses, liabilities, damages, claims, demands, judgments or settlements of any nature or kind, known or unknown, fixed, accrued, absolute or contingent, liquidated or unliquidated, including all reasonable costs and expenses (legal, accounting or otherwise as such costs are incurred) relating thereto.


"GLC Hospitality Services" shall mean those transitional services to be provided by GLC Hospitality to GLC set forth on Schedule B hereto to assist GLC in operating GLC's business.


"GLC Services" shall mean those transitional services to be provided by GLC to GLC Hospitality set forth on Schedule A hereto to assist GLC Hospitality in operating GLC Hospitality's business.


"Person" shall mean any natural person, corporation, business trust, limited liability company, joint venture, association, company, partnership or government, or any agency or political subdivision thereof.


"Services" shall mean, collectively, the GLC Services and the GLC Hospitality Services.


SECTION 2. SERVICES.


2.1 Services. (a) GLC shall provide to GLC Hospitality each GLC Service set forth on Schedule A as and if any GLC Service is reasonably requested by GLC Hospitality to be performed by GLC during the term of this Agreement. Additional services may be provided to GLC Hospitality by GLC if such arrangement is agreed to in writing and executed by GLC and GLC Hospitality.


(b) GLC Hospitality shall provide to GLC each GLC Hospitality Service set forth on Schedule B as and if any GLC Hospitality Service is reasonably requested by GLC to be performed by GLC Hospitality during the term of this Agreement. Additional services may be provided to GLC by GLC Hospitality if such arrangement is agreed in writing and executed by GLC and GLC Hospitality.


2.2 Standard of Service. In performing the Services, GLC and GLC Hospitality shall provide substantially the same level of service and use substantially the same degree of care as is customary in the industries in which GLC and GLC Hospitality, as appropriate, operate.


SECTION 3. LICENSES AND PERMITS.


Each party warrants and covenants that all duties and obligations (including with respect to GLC, all GLC Services and with respect to GLC Hospitality, all GLC Hospitality Services) to be performed hereunder shall be performed in compliance with all material applicable federal, state, provincial and local laws, rules and regulations. Each party shall obtain and maintain all material permits, approvals and licenses necessary or appropriate to perform its duties and obligations (including with respect to GLC, the GLC Services and with respect to GLC Hospitality, the GLC Hospitality Services) hereunder and shall at all times comply with the terms and conditions of such permits, approvals and licenses.


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SECTION 4. PAYMENT.


4.1 Service Fees. (a) In consideration for the provision of each of the GLC Services, GLC Hospitality shall compensate GLC for the Services provided to GLC Hospitality pursuant to this Agreement in an amount to be determined in good faith by GLC as the amount which an unaffiliated third party would charge GLC Hospitality for performing comparable services.


(b) In consideration for the provision of each of the GLC Hospitality Services, GLC shall compensate GLC Hospitality for the Services provided to GLC pursuant to this Agreement in an amount to be determined in good faith by GLC Hospitality as the amount which an unaffiliated third party would charge GLC for performing comparable services.


4.2 Costs and Expenses. (a) In addition to the fees payable in accordance with Section 4.1(a), GLC Hospitality shall reimburse GLC for all reasonable and necessary out-of-pocket costs and expenses (including postage and other delivery costs, telephone, telecopy and similar expenses) incurred by GLC with respect to third parties in connection with the provision of GLC Services to GLC Hospitality pursuant to the terms of this Agreement or paid by GLC on behalf of GLC Hospitality.


(b) In addition to the fees payable in accordance with Section 4.1(b), GLC shall reimburse GLC Hospitality for all reasonable and necessary out-of-pocket costs and expenses (including amounts for premiums, claims, fees, postage and other delivery costs, telephone, telecopy and similar expenses) incurred by GLC Hospitality with respect to third parties in connection with the provision of GLC Hospitality Services to GLC pursuant to the terms of this Agreement or paid by GLC Hospitality on behalf of GLC.


4.3 Invoices. (a) GLC will invoice GLC Hospitality in U.S. dollars: (i) as of the last day of each calendar month for any fees payable by GLC Hospitality in accordance with Section 4.1(a) for GLC Services listed on Schedule A provided pursuant to the terms of this Agreement during such month; (ii) as of the last day of each calendar month for any amounts payable by GLC Hospitality in accordance with Section 4.2(a) for any out-of-pocket costs and expenses incurred during the immediately preceding month to the extent GLC has received an invoice from such third party; and (iii) as of the last day of each calendar month for any taxes (excluding income taxes) payable with respect to the provision of GLC Services to GLC Hospitality during such month. GLC shall deliver or cause to be delivered to GLC Hospitality each such invoice within thirty (30) days following the last day of the calendar month to which such invoice relates. GLC Hospitality shall pay each such invoice received by electronic funds transfer within thirty (30) days of the date on which such invoice was received.


(b) GLC Hospitality will invoice GLC in U.S. dollars: (i) as of the last day of each calendar month for any fees payable by GLC in accordance with Section 4.1(b) for GLC Hospitality Services listed on Schedule B provided pursuant to the terms of this Agreement during such month; (ii) as of the last day of each calendar month for any amounts payable by GLC in accordance with Section 4.2(b) for any out-of-pocket costs and expenses incurred during the immediately preceding month to the extent GLC Hospitality has received an invoice from such third party; and (iii) as of the last day of each calendar month for any taxes (excluding


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income taxes) payable with respect to the provision of GLC Hospitality Services to GLC during such month. GLC Hospitality shall deliver or cause to be delivered to GLC each such invoice within thirty (30) days following the last day of the calendar month to which such invoice relates. GLC shall pay each such invoice received by electronic funds transfer within thirty (30) days of the date on which such invoice was received.


4.4 Late Payment. Any amount not paid when due shall be subject to a late payment fee computed daily at a rate equal to the Applicable Rate. Notwithstanding the foregoing, in the event a party disputes the accuracy of any invoice, a party shall pay the undisputed portion of such invoice as provided herein, and the parties hereto will promptly meet and seek to resolve the disputed amount of the invoice. Each party agrees to pay the other party's reasonable attorneys' fees and other costs incurred in collection of any amounts owed to such other party hereunder and not paid when due. Notwithstanding anything to the contrary contained herein, in the event either party fails to make a payment when due hereunder, and such failure continues for a period of thirty (30) days following delivery of written notice to such non-paying party of such failure, the other party shall have the right to cease provision of Services to such non-paying party until such overdue payment (and any applicable late payment fee accrued with respect thereto) is paid in full. Such right
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