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DOCUMENT TITLE:  TRANSITION ASSET MANAGEMENT AGREEMENT .
ACTIONS: Here are the clause headings in the document. To view the clause, click the clause heading.To view the full document, click the "View Document" button.

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Clause Heading
1.1 - Term.
2.1 - Scope of Services.
(a) - Advance Notices.
(i) - During the Transition Services Term, the Seller Parties agree to cause Pro Energy Services, Inc.
(c) - Financial Reports to Buyer.
(d) - Reports to Third Parties.
2.3 - Standard of Care.
2.4 - Dealings with Seller.
2.5 - Guaranty.
3.1 - Buyer Reimbursement and Purchase Price Reduction.
3.2 - Buyer EBITDA Notice.
3.3 - Seller Purchase Price Increase.
3.4 - Reimbursement of Buyer Operating Expenses.
3.5 - Revenue and Operating Expense Allocation During the Term.
3.6 - Termination Consideration.
3.7 - Calculation of EBITDA.
3.8 - Penalties.
4.1 - Designated Representatives; Meetings.
5.1 - Seller Parties Records.
5.2 - Buyers Records.
6.1 - Seller Insurance.
6.2 - Buyer Property Insurance.
6.3 - Buyer Liability Insurance.
6.4 - Notice of Damage.
7.1 - Liability of Parties.
7.2 - Indemnification.
7.3 - Maximum Liability Amount.
7.4 - Limitation on Liability.
7.5 - Unsafe Conditions.
7.6 - Insurance.
8.1 - Termination of Purchase Agreement.
8.2 - Other Termination; Default.
8.3 - Post-Termination Obligations.
9.1 - Governing Law.
9.7 - Assignment.
9.2 - Jurisdiction; Enforcement.
9.3 - Waiver of Jury Trial.
9.4 - Confidentiality.
9.5 - Notices.
9.6 - Independent Contractor.
9.8 - Counterparts; Effectiveness.
9.9 - Severability.
9.10 - Entire Agreement; No Third-Party Beneficiaries.
9.11 - Rights Cumulative; Waiver.
9.12 - Headings.
9.13 - Confirmation of Representations and Warranties.
9.14 - Amendment.
9.15 - Expenses.
9.16 - Severability.
9.17 - Further Assurances.
9.18 - Seller Parties.
3 - Management of supplies and materials.
A - Chula Vista Contracts
B - Contracts Applicable to Both Chula Vista and Escondido
3 - Insurance of Seller Parties set forth on Exhibit D