Extract to table

" RECITALS WHEREAS, Service Provider and Service Recipient have entered into that certain Asset Purchase Agreement dated as of [●], 2022 (the "Purchase Agreement"), pursuant to which Service Provider has agreed to sell, transfer, convey, and assign to Service Recipient certain assets constituting the CleanLeaf and PureHaven consumer product lines (collectively, the "Acquired Assets"), and Service Recipient has agreed to purchase and assume such Acquired Assets upon the terms and conditions set forth in the Purchase Agreement; WHEREAS, the Purchase Agreement provides for the purchase by Service Recipient of the Acquired Assets for a purchase price of Ninety-Five Million Dollars ($95,000,000) (the "Purchase Price"), subject to customary adjustments as set forth therein; WHEREAS, Service Provider is retaining its Commercial Janitorial Services Division (the "Retained Business") and certain excluded assets as more particularly set forth in the Purchase Agreement, and intends to continue to operate the Retained Business following the consummation of the transactions contemplated by the Purchase Agreement; WHEREAS, in connection with the transactions contemplated by the Purchase Agreement, Service Recipient requires certain transitional support services from Service Provider in order to ensure the orderly transition and continued operation of the CleanLeaf and PureHaven product lines following the closing of the transactions contemplated by the Purchase Agreement (the "Closing"), including, without limitation, information technology, accounting, warehousing, distribution, and customer service support; WHEREAS, Service Provider is willing to provide such transitional services to Service Recipient on the terms and conditions set forth herein, for a limited duration and at cost-based pricing, in order to facilitate the orderly separation of the CleanLeaf and PureHaven product lines from Service Provider's continuing operations; WHEREAS, the Parties desire to set forth their agreement regarding the provision of such transitional services, including the scope, duration, service levels, pricing, and other terms and conditions governing the same; and WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement

"Maximum Service Period" means the twelve (12)-month period commencing on the Closing Date, which shall constitute the maximum duration for any Transition Service under this Agreement

2 — Rules of Construction (a) Unless the context otherwise requires, the singular shall include the plural and vice versa, and the masculine, feminine, and neuter genders shall each include the other genders

(b) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation

" (c) The words "hereof," "herein," "hereunder," and words of similar import shall refer to this Agreement as a whole (including the Schedules and Exhibits hereto) and not to any particular provision of this Agreement

(d) References to "Articles," "Sections," "Schedules," and "Exhibits" shall refer to the Articles, Sections, Schedules, and Exhibits of and to this Agreement, unless otherwise specified