TRANSITION SERVICES AGREEMENT
by and between
ALLEGHENY VALLEY PACKAGING, INC.
a Pennsylvania corporation
("Provider" or "Seller")
and
CRESTLINE PACKAGING SOLUTIONS LLC
an Ohio limited liability company
("Recipient" or "Buyer")
Dated as of July 31, 2025
Reference is made to that certain Asset Purchase Agreement dated as of June 15, 2025 (the "APA"), by and among Crestline Packaging Solutions LLC, an Ohio limited liability company, and Allegheny Valley Packaging, Inc., a Pennsylvania corporation.
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TRANSITION SERVICES AGREEMENT
This Transition Services Agreement (this "Agreement") is entered into as of July 31, 2025 (the "Effective Date"), by and between Allegheny Valley Packaging, Inc., a Pennsylvania corporation ("Provider" or "Seller"), and Crestline Packaging Solutions LLC, an Ohio limited liability company ("Recipient" or "Buyer"). Provider and Recipient are each referred to herein as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Provider is a Pennsylvania corporation headquartered at 250 Industrial Boulevard, Butler, PA 16001, engaged in the manufacture and sale of corrugated and specialty packaging products; and Recipient is an Ohio limited liability company headquartered at 4100 Commerce Parkway, Suite 800, Akron, OH 44308, formed for the purpose of acquiring substantially all of the assets of Provider (the "Recital A");
WHEREAS, Provider and Recipient have entered into that certain Asset Purchase Agreement dated as of June 15, 2025 (the "APA"), pursuant to which Recipient is acquiring substantially all of the assets of Provider (collectively, the "Acquired Assets") for an aggregate purchase price of One Hundred Eighty Million Dollars ($180,000,000), subject to customary purchase price adjustments as set forth therein (the "Recital B");
WHEREAS, the APA contemplates the execution and delivery of this Transition Services Agreement at the Closing (as defined in the APA) as a condition to the Closing, and the Parties are entering into this Agreement concurrently with the consummation of the transactions contemplated by the APA (the "Recital C");
WHEREAS, Provider has agreed to provide, or cause to be provided, certain transitional services to Recipient following the Closing to facilitate the orderly transition of the Acquired Assets and the business operations conducted therewith, including operations at Provider's Butler facility located at 250 Industrial Boulevard, Butler, PA 16001 (the "Butler Facility") and Provider's Meadville facility located at 1480 Conneaut Lake Road, Meadville, PA 16335 (the "Meadville Facility") (the "Recital D");
WHEREAS, Recipient desires to receive such transitional services, and Provider is willing to provide them, on the terms and conditions set forth in this Agreement (the "Recital E"); and
WHEREAS, capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the APA (the "Recital F").
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Definitions
As used in this Agreement, the following terms shall have the meanings set forth below:
"APA" means that certain Asset Purchase Agreement dated as of June 15, 2025, by and among Recipient and Provider, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.
"Closing Date" has the meaning ascribed to such term in the APA. The Parties acknowledge that the Closing Date is July 31, 2025.
"Confidential Information" has the meaning set forth in Section 5.1.
"Dispute" means any dispute, controversy, or claim arising out of or relating to this Agreement, including any dispute regarding the existence, validity, interpretation, performance, breach, or termination of this Agreement.
"Expiration Date" means the date that is one hundred twenty (120) days after the Closing Date, which, assuming a Closing Date of July 31, 2025, is November 28, 2025.
"Force Majeure Event" means any event or circumstance beyond the reasonable control of the affected Party, including acts of God, natural disasters (including floods, earthquakes, hurricanes, and severe weather events), epidemics, pandemics, or other public health emergencies, acts, orders, or restrictions of any Governmental Authority (including quarantine orders, embargoes, and sanctions), war (whether declared or undeclared), armed conflict, military action, terrorism, sabotage, riot, insurrection, or civil unrest, cyberattacks (including ransomware, denial-of-service attacks, and other malicious cyber events), utility failures (including interruptions in electrical power, telecommunications, water, or natural gas service), fire, explosion, or labor strikes or work stoppages (other than strikes or stoppages involving Provider Personnel that are within Provider's reasonable ability to resolve).
"Governmental Authority" means any federal, state, county, municipal, or local governmental body, agency, authority, department, commission, board, bureau, court, tribunal, or instrumentality, whether domestic or foreign, including the Pennsylvania Department of Environmental Protection, the United States Environmental Protection Agency, the Internal Revenue Service, the Pennsylvania Department of Revenue, and any other regulatory authority having jurisdiction over the Parties or the Services.
"Migration Plan" has the meaning set forth in Section 4.2.
"Person" means any individual, corporation, limited liability company, partnership, limited partnership, joint venture, trust, estate, unincorporated organization, association, governmental entity, or other entity or body.
"Provider Contact" means Diane L. Pulaski, Controller, Allegheny Valley Packaging, Inc., or such other Person as Provider may designate in writing from time to time.
"Provider Personnel" means the employees, contractors, consultants, and agents of Provider or its affiliates who are engaged by Provider in providing the Services under this Agreement.
"Recipient Contact" means Sandra K. Liu, General Counsel, Crestline Packaging Solutions LLC, or such other Person as Recipient may designate in writing from time to time.
"Service Commencement Date" means the Closing Date.
"Service Fees" means the fees payable by Recipient to Provider for the Services, calculated at Provider's actual, documented cost of providing each Service, plus a markup of five percent (5%), as more fully described in Article III and the Service Schedules.
"Service Period" means the period commencing on the Service Commencement Date and ending on the Expiration Date, unless earlier terminated as to any individual Service or as to all Services in accordance with Article VI, or extended in accordance with Section 6.6.
"Services" means the transitional services described in the Service Schedules attached hereto as Exhibit A, together with any additional services agreed to by the Parties in accordance with Section 2.5.
"Service Schedules" means the schedules attached hereto as Exhibit A describing each Service, the applicable service levels and performance standards, Provider Personnel assigned to each Service, the estimated duration of each Service, and the applicable Service Fees, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with this Agreement.
"Third-Party Costs" means documented, out-of-pocket costs and expenses incurred by Provider from third-party vendors, suppliers, licensors, or service providers in connection with the provision of the Services, including software license fees, hosting and infrastructure costs, and subcontractor fees.
"Transition Manager" means the individual designated by each Party pursuant to Section 4.1 to coordinate the day-to-day performance of obligations under this Agreement and to serve as such Party's primary operational point of contact.
Section 1.2 — Interpretation; Cross-References to APA
(a) The headings and captions contained in this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement. Unless the context otherwise requires, (i) the words "herein," "hereof," "hereunder," and "hereto" refer to this Agreement as a whole and not to any particular Article, Section, or provision; (ii) the word "including" (and its correlatives "include" and "includes") means "including without limitation"; (iii) references to an "Article," "Section," "Exhibit," or "Schedule" mean an Article or Section of, or Exhibit or Schedule to, this Agreement; (iv) words importing the singular include the plural and vice versa; and (v) words importing any gender include all genders.
(b) Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the APA. In the event of any conflict between the definitions set forth in this Agreement and the definitions set forth in the APA, the definitions set forth in this Agreement shall control for purposes of this Agreement.
(c) This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction, consistent with Article XI of the APA.
ARTICLE II — SERVICES
Section 2.1 — Provision of Services
(a) Provider shall provide, or cause to be provided, to Recipient the Services described in the Service Schedules attached hereto as Exhibit A during the Service Period. The Services to be provided by Provider pursuant to this Agreement include the following general categories:
(i) Payroll Processing Services, as more fully described in Schedule A-1, including the processing of bi-weekly payroll for the approximately three hundred forty (340) Transferred Employees at the Butler Facility and the Meadville Facility during the transition to Recipient's payroll systems;
(ii) Information Technology Migration Support, as more fully described in Schedule A-2, including the maintenance and operation of Provider's existing ERP system, email servers, and network infrastructure, and the provision of data extraction, transfer, and migration support; and
(iii) Administrative and Back-Office Services, as more fully described in Schedule A-3, including accounts payable and accounts receivable processing, purchasing and procurement support, regulatory compliance assistance, and general administrative support.
(b) The Services shall be provided with respect to the operations of the business formerly conducted by Provider, including the operations at the Butler Facility (approximately two hundred ninety (290) employees) and the Meadville Facility (approximately fifty (50) employees), to the extent necessary to support Recipient's assumption and continued operation of such business following the Closing.
(c) Provider shall provide the Services using substantially the same level of care, skill, and diligence as Provider used in providing similar services for its own business operations during the twelve (12)-month period immediately preceding the Closing Date. Provider acknowledges that Recipient is relying on the continuity and quality of such services during the transition period.
(d) Provider shall dedicate adequate Provider Personnel to perform the Services in accordance with this Agreement and the Service Schedules. Provider shall ensure that Provider Personnel assigned to provide the Services are appropriately qualified and experienced to perform the applicable Services.
Section 2.2 — Standard of Service; Performance Standards
(a) Provider shall perform each Service in accordance with the applicable performance standards and service levels set forth in the relevant Service Schedule. The Service Schedules set forth specific performance metrics, response times, and quality benchmarks for each category of Service, and Provider shall use commercially reasonable efforts to meet or exceed such standards.
(b) Where no specific performance standard or service level is set forth in the applicable Service Schedule with respect to a particular aspect of a Service, Provider shall perform such Service in a manner consistent with past practice as conducted by Provider during the twelve (12)-month period immediately preceding the Closing Date, and in all cases in a commercially reasonable manner.
(c) Provider shall comply with all applicable laws, rules, regulations, ordinances, and orders of any Governmental Authority in providing the Services, including all applicable federal, state, and local employment laws, tax laws, environmental laws, and data protection and privacy laws. Without limiting the generality of the foregoing, Provider shall comply with all applicable provisions of the Fair Labor Standards Act, the Pennsylvania Minimum Wage Act, the Pennsylvania Wage Payment and Collection Law, the Internal Revenue Code, ERISA, and all other applicable statutes and regulations in connection with the provision of Payroll Processing Services.
(d) Provider shall maintain all licenses, permits, and authorizations necessary for the provision of the Services. In the event that any license, permit, or authorization necessary for the provision of any Service is revoked, suspended, or otherwise becomes unavailable during the Service Period, Provider shall promptly notify Recipient and the Parties shall cooperate in good faith to identify and implement an alternative arrangement for the provision of the affected Service.
Section 2.3 — Subcontracting
(a) Provider shall not subcontract, delegate, or otherwise transfer the performance of any Service or any material portion thereof to any third party without the prior written consent of Recipient, which consent shall not be unreasonably withheld, conditioned, or delayed.
(b) Notwithstanding Section 2.3(a), Provider may, without obtaining Recipient's prior written consent, utilize third-party service providers that were utilized by Provider in the ordinary course of its business prior to the Closing Date in connection with the provision of the Services, including Patriot Plan Administrators LLC for 401(k) administration-related transition support (to the extent applicable during the transition period), and any other third-party vendor identified in the Service Schedules; provided, however, that Provider shall remain fully responsible for the performance of such third-party service providers as if Provider were performing the Services directly, and Provider shall ensure that any such third-party service provider complies with the confidentiality, data protection, and other applicable provisions of this Agreement.
(c) Provider shall be liable for the acts and omissions of any permitted subcontractor to the same extent as if such acts or omissions were those of Provider. No subcontracting or delegation shall relieve Provider of any of its obligations or liabilities under this Agreement.
Section 2.4 — Excluded Services
(a) Provider shall have no obligation to provide any services that are not expressly described in the Service Schedules or that have not been agreed to by the Parties in writing pursuant to Section 2.5 as additional services.
(b) Without limiting the generality of Section 2.4(a), Provider shall have no obligation to provide legal, tax, accounting (other than the administrative and back-office accounting services described in Schedule A-3), investment advisory, or financial advisory services to Recipient. Recipient acknowledges that it shall engage its own professional advisors for such purposes.
(c) Nothing in this Agreement shall require Provider to provide any Service, or take any action in connection therewith, that would:
(i) violate any applicable law, rule, regulation, order, judgment, or decree of any Governmental Authority;
(ii) breach, or cause Provider to breach, any contractual obligation of Provider to any third party, including any non-disclosure agreement, license agreement, or vendor contract;
(iii) require Provider to hire additional employees or engage additional contractors beyond the Provider Personnel available as of the Closing Date, unless Provider agrees to do so in its sole discretion and such additional costs are included in the Service Fees; or
(iv) require Provider to modify, upgrade, or enhance any of its systems, software, or infrastructure beyond what is necessary to maintain such systems, software, or infrastructure at substantially the same level of functionality as existed immediately prior to the Closing Date.
Section 2.5 — Additional Services
(a) From time to time during the Service Period, Recipient may request that Provider provide additional transitional services not described in the Service Schedules. Any such request shall be made in writing and shall describe the proposed additional services in reasonable detail, including the scope, estimated duration, and desired timeline.
(b) Provider may, in its sole and absolute discretion, agree or decline to provide any requested additional services. Provider shall respond to any such request within ten (10) business days of receipt.
(c) If Provider agrees to provide any additional services, the Parties shall execute a written amendment to the Service Schedules (or a new Service Schedule) specifying the scope, term, performance standards, Provider Personnel, and applicable Service Fees (calculated at Provider's actual cost plus five percent (5%), consistent with the fee structure set forth in Article III) for such additional services. No additional services shall be deemed to be "Services" under this Agreement until the applicable written amendment or new Service Schedule has been executed by both Parties.
Section 2.6 — Access and Cooperation
(a) Recipient shall provide Provider and Provider Personnel with reasonable access to Recipient's facilities (including the Butler Facility and the Meadville Facility, which will be operated by Recipient following the Closing), systems, data, networks, and personnel as reasonably necessary for Provider to perform the Services. Such access shall be provided during normal business hours unless otherwise agreed by the Parties, and shall be subject to Recipient's reasonable security, safety, and operational policies and procedures.
(b) Recipient shall cooperate with Provider in good faith and shall provide all information, materials, instructions, data, approvals, decisions, and authorizations reasonably requested by Provider in a timely manner so as not to impede or delay Provider's performance of the Services. Recipient acknowledges that Provider's ability to perform the Services in accordance with the applicable service levels and performance standards is dependent upon Recipient's timely cooperation and provision of necessary information and access.
(c) Provider shall provide Recipient with reasonable access to Provider's systems, records, and documentation to the extent necessary for Recipient to receive the Services and to facilitate the migration of the Services from Provider to Recipient or Recipient's designated third-party service providers. Such access shall include read-only or limited-function access to Provider's ERP system, email archives, and other business systems as reasonably required during the transition period.
(d) Each Party shall designate appropriate personnel to serve as day-to-day liaisons for the coordination of access and cooperation obligations under this Section 2.6, and such personnel shall be reasonably available during normal business hours to address access requests, resolve issues, and facilitate communication between the Parties.
ARTICLE III — SERVICE FEES AND PAYMENT
Section 3.1 — Service Fees
(a) In consideration of the provision of the Services, Recipient shall pay Provider the Service Fees for each Service during the Service Period. The Service Fees for each Service shall be calculated at Provider's actual, documented cost of providing such Service, plus a markup of five percent (5%) (i.e., cost plus 5%).
(b) For purposes of this Agreement, "actual cost" of a Service shall include the following components:
(i) Direct Labor Costs: The wages, salaries, and benefits (including health insurance, retirement plan contributions, payroll taxes, and workers' compensation premiums) allocable to Provider Personnel who are engaged in performing the applicable Service, based on the actual time spent by such Provider Personnel on the Service, as documented by time records or other reasonable allocation methodology;
(ii) Overhead: General and administrative overhead costs allocated on a reasonable and consistent basis in accordance with Provider's historical cost allocation methodology, including facility costs, utilities, insurance, and depreciation of equipment used in providing the Services; and
(iii) Third-Party Costs: Out-of-pocket costs incurred by Provider from third-party vendors, suppliers, licensors, or service providers in connection with the provision of the Services, including software license fees, hosting and infrastructure costs, and subcontractor fees. Third-Party Costs shall be passed through to Recipient at cost without any additional markup beyond the five percent (5%) markup applied to all actual costs.
(c) Estimated monthly Service Fees for each category of Service are set forth in the applicable Service Schedules. The Parties acknowledge that such estimates are provided for budgeting and planning purposes only and that actual Service Fees may vary based on the actual scope, volume, and duration of Services provided.
Section 3.2 — Invoicing
(a) Provider shall prepare and deliver to Recipient itemized invoices on a monthly basis, within fifteen (15) days following the end of each calendar month during the Service Period (or, with respect to the final month of the Service Period, within fifteen (15) days following the expiration or termination of this Agreement).
(b) Each invoice shall set forth in reasonable detail:
(i) the Services performed during the applicable month, organized by Service Schedule category;
(ii) the hours expended by Provider Personnel on each Service (where applicable and where the fee basis is time-based);
(iii) the direct labor costs, overhead allocation, and Third-Party Costs incurred for each Service;
(iv) the calculation of the five percent (5%) markup on each cost component; and
(v) the total Service Fees due for the applicable month.
(c) Provider shall maintain books and records sufficient to support the Service Fees invoiced hereunder. Supporting documentation (including time records, vendor invoices, and allocation calculations) shall be provided to Recipient upon reasonable request within ten (10) business days of such request.
Section 3.3 — Payment Terms
(a) Recipient shall pay each properly submitted invoice within thirty (30) days of Recipient's receipt of such invoice. Each invoice shall be deemed "properly submitted" if it complies with the requirements of Section 3.2 and is delivered to the Recipient Contact at the address or email address specified in Section 10.6.
(b) All payments shall be made by wire transfer of immediately available funds to an account designated by Provider in writing (or as set forth on the applicable invoice). Provider shall provide Recipient with its wire transfer instructions promptly following the Closing Date.
(c) Any amounts not paid when due shall bear interest from the date such payment was due through the date of actual payment at a rate equal to the lesser of (i) one and one-half percent (1.5%) per month (18% per annum), compounded monthly, or (ii) the maximum rate of interest permitted by applicable law.
Section 3.4 — Disputed Invoices
(a) If Recipient in good faith disputes any portion of an invoice, Recipient shall (i) pay the undisputed portion of such invoice in accordance with Section 3.3, and (ii) provide written notice to Provider of the disputed amount within fifteen (15) days of Recipient's receipt of the invoice. Such written notice shall specify in reasonable detail the amount in dispute, the Service(s) to which the dispute relates, and the factual and legal basis for the dispute.
(b) The Parties shall negotiate in good faith to resolve any invoice dispute within thirty (30) days following Provider's receipt of Recipient's written dispute notice. During such thirty (30)-day period, each Party shall make available to the other Party such books, records, and supporting documentation as may be reasonably necessary to resolve the dispute.
(c) If the Parties are unable to resolve an invoice dispute within the thirty (30)-day negotiation period, the dispute shall be escalated in accordance with the dispute resolution procedures set forth in Article IX. Pending resolution of any invoice dispute, Provider shall continue to provide the Services in accordance with this Agreement, and Recipient shall continue to pay all undisputed amounts when due.
Section 3.5 — Taxes
(a) All Service Fees set forth in this Agreement and the Service Schedules are exclusive of any applicable sales, use, value-added, goods and services, excise, or other similar taxes or governmental charges (collectively, "Transfer Taxes"). Recipient shall be responsible for and shall pay all Transfer Taxes imposed on the Services or on the payment of Service Fees, whether assessed against Provider or Recipient.
(b) Provider shall be solely responsible for all income taxes, franchise taxes, and similar taxes imposed on Provider's net income or gross receipts arising from the Service Fees received by Provider under this Agreement.
(c) Each Party shall cooperate in good faith to minimize tax obligations arising from the transactions contemplated by this Agreement, including providing such exemption certificates, resale certificates, and other documentation as may be reasonably requested by the other Party.
Section 3.6 — No Set-Off
Except as otherwise expressly provided in the APA, Recipient shall not set off, deduct, or withhold any amounts from Service Fees payable hereunder on account of any claims, counterclaims, demands, or other obligations that Recipient may have or assert against Provider, whether arising under this Agreement, the APA, or otherwise. This Section 3.6 shall not limit Recipient's right to dispute invoices in accordance with Section 3.4 or to exercise any rights or remedies available to Recipient under this Agreement, the APA, or applicable law.
ARTICLE IV — TRANSITION AND MIGRATION
Section 4.1 — Transition Managers
(a) Within five (5) business days after the Closing Date, each Party shall designate a Transition Manager who shall serve as such Party's primary point of contact for the day-to-day coordination, management, and oversight of the Services and the transition and migration activities contemplated by this Agreement. Each Party shall notify the other Party in writing of the identity and contact information of its designated Transition Manager.
(b) Provider's Transition Manager shall be designated by Diane L. Pulaski, Controller of Allegheny Valley Packaging, Inc., and shall be an individual with sufficient authority and operational knowledge to coordinate Provider's performance of the Services and to resolve day-to-day issues.
(c) Recipient's Transition Manager shall be designated by Sandra K. Liu, General Counsel, or Priya Mehta, Chief Financial Officer, of Crestline Packaging Solutions LLC, and shall be an individual with sufficient authority and operational knowledge to coordinate Recipient's receipt of the Services, to provide necessary access and cooperation, and to manage the migration activities on behalf of Recipient.
(d) The Transition Managers shall meet (in person or by telephone or video conference) at least bi-weekly during the Service Period to review the status of each Service, assess progress against the Migration Plan, identify and resolve issues and obstacles, coordinate upcoming milestones and deliverables, and discuss any proposed changes to the scope, timing, or delivery of the Services. The Transition Managers shall prepare and distribute brief written summaries of each bi-weekly meeting within three (3) business days following such meeting.
(e) Either Party may replace its Transition Manager at any time by providing written notice to the other Party, provided that any replacement Transition Manager shall be an individual with comparable authority and qualifications.
Section 4.2 — Migration Plan
(a) Within thirty (30) days after the Closing Date, the Parties, acting through their respective Transition Managers, shall jointly develop a Migration Plan for each Service. The Migration Plan shall be set forth in a written document agreed to by both Transition Managers and shall include, at a minimum, the following elements for each Service:
(i) a description of the steps and activities necessary to transition the Service from Provider to Recipient (or to Recipient's designated third-party service provider);
(ii) a timeline and schedule for completion of each step, including interim milestones;
(iii) the allocation of responsibilities between Provider and Recipient for each step;
(iv) resource requirements, including personnel, systems, and third-party support;
(v) testing and validation procedures to confirm that the transition has been successfully completed; and
(vi) contingency plans in the event of delays or obstacles to the planned migration.
(b) The Migration Plan shall be designed to complete the transition of all Services prior to the Expiration Date (i.e., within one hundred twenty (120) days after the Closing Date). The Parties acknowledge that certain Services (such as Payroll Processing Services) may be targeted for earlier migration, while other Services (such as IT Migration Support and certain Administrative and Back-Office Services) may require the full Service Period. The Migration Plan shall reflect these varying timelines.
(c) The Migration Plan may be amended or updated from time to time by mutual written agreement of the Transition Managers, provided that any material change to the scope, timeline, or cost of the migration shall require approval by the Provider Contact and the Recipient Contact.
(d) Provider shall cooperate in good faith with Recipient's efforts to establish independent capabilities and shall provide reasonable knowledge transfer, training, and documentation to enable Recipient to assume responsibility for the Services on a self-sufficient basis. Provider acknowledges that the successful and timely completion of the migration is a material objective of this Agreement.
Section 4.3 — Early Termination of Individual Services
(a) Recipient may terminate any individual Service prior to the expiration of the applicable Service Period by providing not less than thirty (30) days' prior written notice to Provider specifying the Service to be terminated and the proposed effective date of termination.
(b) Upon termination of an individual Service pursuant to this Section 4.3, Recipient shall pay all accrued and unpaid Service Fees for such Service through the effective date of termination, including any non-cancellable Third-Party Costs reasonably incurred by Provider in connection with such Service prior to Provider's receipt of Recipient's termination notice.
(c) The termination of any individual Service shall not affect the provision of, or the Parties' obligations with respect to, any other Service, and all remaining Services shall continue in full force and effect in accordance with this Agreement and the applicable Service Schedules.
Section 4.4 — Cooperation During Transition
(a) Provider shall make Provider Personnel reasonably available for knowledge transfer sessions, training, and consultation to facilitate Recipient's assumption of the Services. Such knowledge transfer sessions may include in-person meetings, telephone or video conference calls, and on-site training at the Butler Facility or the Meadville Facility, as reasonably requested by Recipient.
(b) Provider shall provide Recipient with copies of standard operating procedures, process documentation, workflow diagrams, system configuration documentation, user manuals, and other materials reasonably necessary for Recipient to assume the Services internally or to engage third-party service providers to perform the Services on Recipient's behalf. Such materials shall be provided in electronic format where available and in hard copy upon request.
(c) With respect to the migration of IT systems and data, Provider shall cooperate with Recipient and Recipient's IT team and third-party IT service providers to facilitate the orderly transfer of electronic data, files, databases, system access credentials, user accounts, and related information. Provider shall ensure that all data transferred to Recipient is in a commercially standard and usable format and that data integrity is maintained throughout the migration process. Provider shall provide reasonable assistance with data validation and reconciliation following each data migration event.
(d) Provider shall not take any action that would unreasonably impede, delay, or frustrate Recipient's efforts to establish independent capabilities or to complete the migration of the Services from Provider to Recipient.
ARTICLE V — CONFIDENTIALITY AND DATA PROTECTION
Section 5.1 — Confidential Information
(a) Each Party (the "Receiving Party") shall hold in strict confidence all Confidential Information of the other Party (the "Disclosing Party") that is obtained by the Receiving Party in connection with this Agreement, and shall not disclose, publish, or otherwise disseminate such Confidential Information to any third party or use such Confidential Information for any purpose other than the performance of, or as otherwise permitted by, this Agreement, without the prior written consent of the Disclosing Party.
(b) As used in this Agreement, "Confidential Information" means all non-public information (whether written, oral, electronic, or otherwise) disclosed by or on behalf of the Disclosing Party to the Receiving Party, or otherwise obtained by the Receiving Party, in connection with this Agreement or the transactions contemplated hereby, including:
(i) financial data, financial statements, projections, budgets, and pricing information;
(ii) employee information, including personally identifiable information, compensation data, benefits information, and personnel records;
(iii) customer information, including customer lists, customer contracts, customer pricing, and customer order history;
(iv) vendor and supplier information, including vendor contracts, pricing, and terms;
(v) operational data, including production data, manufacturing processes, quality control procedures, and logistics information;
(vi) trade secrets, know-how, and proprietary formulations, including specialty chemical-resistant coatings and food-grade packaging formulations transferred as part of the Acquired Assets; and
(vii) any other information that is designated as "confidential" or "proprietary" by the Disclosing Party or that, by its nature, a reasonable person would understand to be confidential.
(c) Confidential Information shall not include information that: (i) is or becomes publicly available other than through a breach of this Agreement; (ii) was known to the Receiving Party prior to its receipt from the Disclosing Party, as evidenced by contemporaneous written records; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (iv) is rightfully received by the Receiving Party from a third party that is not subject to any obligation of confidentiality with respect to such information.
(d) The confidentiality obligations set forth in this Section 5.1 are in addition to, and are not intended to supersede, the confidentiality provisions set forth in the APA. In the event of any conflict between the confidentiality provisions of this Agreement and the confidentiality provisions of the APA, the more protective provision shall control.
Section 5.2 — Permitted Disclosures
Notwithstanding Section 5.1, the Receiving Party may disclose Confidential Information of the Disclosing Party:
(a) to the extent required by applicable law, regulation, or order of any Governmental Authority or any court of competent jurisdiction, provided that the Receiving Party shall (to the extent legally permitted) provide the Disclosing Party with prompt written notice of such requirement prior to making any disclosure so that the Disclosing Party may seek a protective order or other appropriate remedy, and the Receiving Party shall disclose only such Confidential Information as is legally required;
(b) to the Receiving Party's professional advisors, including legal counsel (including Calderwood & Harkness LLP in the case of Recipient, and Broadmoor Strauss & Kline LLP in the case of Provider), accountants, and financial advisors, in each case who are bound by obligations of confidentiality no less restrictive than those set forth in this Agreement or by professional ethical obligations of confidentiality;
(c) to Provider Personnel (in the case of Provider) or to Recipient's employees, officers, directors, managers, members, and agents (in the case of Recipient), in each case on a need-to-know basis in connection with the performance of this Agreement and the receipt or provision of the Services, provided that such Persons are bound by obligations of confidentiality no less restrictive than those set forth in this Agreement; and
(d) to the extent expressly permitted by the APA or any other transaction document executed in connection with the APA.
Section 5.3 — Data Protection and Security
(a) Provider shall implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Confidential Information in Provider's possession or control, including employee personally identifiable information for the approximately three hundred forty (340) current or former employees of Allegheny Valley Packaging, Inc. Such safeguards shall be no less protective than the safeguards Provider maintained with respect to such information during the twelve (12)-month period immediately preceding the Closing Date and shall be consistent with industry standards for the protection of similar types of information.
(b) Provider shall promptly notify Recipient (and in no event later than forty-eight (48) hours after discovery) of any actual or reasonably suspected data breach, unauthorized access, unauthorized disclosure, or security incident affecting Recipient's Confidential Information or employee personally identifiable information. Such notice shall include a description of the nature and scope of the incident, the categories and approximate number of records affected, the measures taken or proposed to be taken to address the incident, and such other information as Recipient may reasonably request.
(c) Provider shall comply with all applicable federal, state, and local data protection and privacy laws and regulations in connection with the handling, processing, storage, and transmission of Confidential Information and personally identifiable information, including the Pennsylvania Breach of Personal Information Notification Act (73 Pa. Stat. § 2303) and any other applicable data breach notification laws.
Section 5.4 — Return or Destruction of Information
(a) Upon the expiration or termination of this Agreement (or, with respect to any individual Service, upon the termination of such Service), Provider shall, at Recipient's election, promptly return to Recipient or securely destroy all Confidential Information of Recipient in Provider's possession or control, including all copies, extracts, and summaries thereof, whether in electronic or physical form, and shall certify in writing to Recipient that such return or destruction has been completed.
(b) Notwithstanding Section 5.4(a), Provider may retain copies of Recipient's Confidential Information to the extent required to be retained by applicable law, regulation, or order of any Governmental Authority, or to the extent necessary to comply with Provider's bona fide document retention policies and legal hold obligations; provided, however, that any Confidential Information retained pursuant to this Section 5.4(b) shall remain subject to the confidentiality obligations set forth in this Article V for as long as such information is retained.
ARTICLE VI — TERM AND TERMINATION
Section 6.1 — Term
This Agreement shall commence on the Closing Date and shall expire on the Expiration Date (i.e., the date that is one hundred twenty (120) days after the Closing Date), unless earlier terminated in accordance with this Article VI or extended in accordance with Section 6.6. Assuming a Closing Date of July 31, 2025, the Expiration Date is November 28, 2025. The term of any individual Service may be shorter than the full Service Period if so specified in the applicable Service Schedule or if terminated earlier in accordance with this Article VI.
Section 6.2 — Termination by Recipient
(a) Recipient may terminate this Agreement in its entirety at any time by providing not less than thirty (30) days' prior written notice to Provider. Upon such termination, the provisions of Section 6.5 shall apply.
(b) Recipient may terminate any individual Service prior to the expiration of the applicable Service Period in accordance with Section 4.3.
Section 6.3 — Termination by Provider
(a) Provider may terminate this Agreement in its entirety, or with respect to any individual Service, if Recipient fails to pay any undisputed amounts due under this Agreement when due and such failure continues for a period of thirty (30) days after Recipient's receipt of written notice from Provider specifying the overdue amount and demanding payment.
(b) Provider may terminate this Agreement in its entirety if Recipient commits a material breach of any provision of this Agreement (other than a payment obligation, which is addressed in Section 6.3(a)) and such breach is not cured within thirty (30) days after Recipient's receipt of written notice from Provider specifying the breach in reasonable detail and demanding cure.
Section 6.4 — Termination for Force Majeure
Either Party may terminate any Service affected by a Force Majeure Event if such Force Majeure Event renders the performance of such Service impracticable for a period exceeding forty-five (45) consecutive days. The terminating Party shall provide written notice to the other Party specifying the affected Service and the effective date of termination, which shall be not less than ten (10) days after the date of such notice. Upon termination of a Service pursuant to this Section 6.4, neither Party shall have any further liability to the other with respect to such Service, except that Recipient shall pay all accrued and unpaid Service Fees for such Service through the effective date of termination.
Section 6.5 — Effect of Termination
(a) Upon the expiration or termination of this Agreement (whether in whole or with respect to any individual Service), Provider shall have no further obligation to provide the terminated or expired Services, except as otherwise provided in this Section 6.5 and Section 6.5(d).
(b) Recipient shall pay all accrued and unpaid Service Fees for the terminated or expired Services through the effective date of termination or expiration, including any non-cancellable Third-Party Costs reasonably incurred by Provider prior to such date.
(c) The following provisions of this Agreement shall survive the expiration or termination of this Agreement and shall continue in full force and effect in accordance with their terms: Article I (Definitions, to the extent necessary to interpret the surviving provisions), Article V (Confidentiality and Data Protection), Article VII (Indemnification), Article VIII (Limitation of Liability), Article IX (Dispute Resolution), and Article X (General Provisions), together with any other provisions of this Agreement that by their nature are intended to survive termination or expiration.
(d) Upon expiration or termination of this Agreement, Provider shall cooperate in good faith with Recipient to complete the transition and migration of any Services that have not been fully transitioned to Recipient or Recipient's designated third-party service providers as of the effective date of termination or expiration. Such cooperation shall include the knowledge transfer, data migration, and documentation obligations set forth in Sections 4.2 and 4.4 and shall continue for a reasonable period (not to exceed thirty (30) days) following the effective date of termination or expiration at Recipient's cost (at cost plus 5%, consistent with the Service Fee structure).
Section 6.6 — Extension of Service Period
(a) The Service Period may be extended with respect to any individual Service for one (1) additional thirty (30)-day period beyond the scheduled expiration of such Service, upon written request by Recipient delivered to Provider not less than fifteen (15) days prior to the scheduled expiration of such Service. Provider's consent to any such extension shall be required, but shall not be unreasonably withheld, conditioned, or delayed.
(b) Any extension of the Service Period pursuant to this Section 6.6 shall be at cost plus five percent (5%), consistent with the original Service Fee structure set forth in this Agreement and the applicable Service Schedule.
(c) In no event shall the total Service Period for any individual Service (including any extension pursuant to this Section 6.6) exceed one hundred fifty (150) days from the Closing Date without the mutual written agreement of both Parties. Any further extension beyond one hundred fifty (150) days shall require a written amendment to this Agreement signed by both Parties, specifying the extended term, scope, and applicable Service Fees.
ARTICLE VII — INDEMNIFICATION
Section 7.1 — Indemnification by Provider
Provider shall indemnify, defend, and hold harmless Recipient and its affiliates (including Ridgeway Capital Partners Fund III, LP), and each of their respective officers, directors, managers, members, employees, agents, successors, and assigns (collectively, the "Recipient Indemnified Parties") from and against any and all losses, liabilities, damages, claims, judgments, penalties, fines, costs, and expenses (including reasonable attorneys' fees and expenses of investigation) (collectively, "Losses") arising out of, resulting from, or relating to:
(a) the gross negligence or willful misconduct of Provider, any Provider Personnel, or any subcontractor of Provider in the performance of the Services;
(b) any material breach by Provider of any representation, warranty, covenant, or obligation of Provider set forth in this Agreement;
(c) any violation of applicable law, rule, regulation, or order of any Governmental Authority by Provider, any Provider Personnel, or any subcontractor of Provider in connection with the provision of the Services; or
(d) any claim, action, or proceeding brought by a third party arising from or relating to Provider's performance (or failure to perform) the Services, including any claim by a Transferred Employee, Governmental Authority, or third-party vendor;
in each case, except to the extent that such Losses are caused by or result from the acts or omissions (including negligence) of any Recipient Indemnified Party or Recipient's breach of this Agreement.
Section 7.2 — Indemnification by Recipient
Recipient shall indemnify, defend, and hold harmless Provider, its shareholders (Gerald W. Horvath, Patricia A. Horvath, and Michael G. Horvath), and each of their respective officers, directors, employees, agents, heirs, successors, and assigns (collectively, the "Provider Indemnified Parties") from and against any and all Losses arising out of, resulting from, or relating to:
(a) the gross negligence or willful misconduct of Recipient or any of its employees, agents, or representatives in connection with this Agreement or the receipt and use of the Services;
(b) any material breach by Recipient of any representation, warranty, covenant, or obligation of Recipient set forth in this Agreement;
(c) any violation of applicable law, rule, regulation, or order of any Governmental Authority by Recipient or any of its employees, agents, or representatives in connection with this Agreement; or