TRANSITION SERVICES AGREEMENT
This TRANSITION SERVICES AGREEMENT (this Agreement), dated as of June 3, 2020 (the Closing Date), is entered into by and between Ecolab Inc. (Everest), a Delaware corporation, and ChampionX Holding Inc. (Newco), a Delaware corporation. Party or Parties means Everest or Newco, individually or collectively, as the case may be.
WHEREAS, the Parties are parties to that certain Separation and Distribution Agreement, dated December 18, 2019 (the Separation Agreement); and
WHEREAS, pursuant to the Separation Agreement, certain services are to continue to be provided by Everest to Newco and by Newco to Everest after the Closing Date upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained in this Agreement, the Parties hereby agree as follows:
Section 1.01 Certain Defined Terms.
(a) Unless otherwise defined herein, all capitalized terms used herein shall have the same meanings as in the Separation Agreement.
(b) The following capitalized terms used in this Agreement shall have the meanings set forth below:
Athena means Apergy Corporation, a Delaware corporation.
Everest Provider means Everest or a Provider that is a member of the Everest Group.
Force Majeure means, with respect to a Party, an event beyond the reasonable control of such Party, including acts of God, storms, floods, riots, fires, explosions, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared), armed hostilities or other national or international calamity, action or inaction by, or request of, any Governmental Body (including any Legal Requirement), strikes, labor stoppages or slowdowns or other industrial disturbances, acts of terrorism and failure or interruption of networks or energy sources.
Merger Agreement means the Agreement and Plan of Merger and Reorganization, dated December 18, 2019, by and among Everest, Newco, Athena and Athena Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Athena.