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Exhibit 10.9
TRANSITIONAL MANAGEMENT AND OPERATING
AGREEMENT
WHEREAS , on the 13 th DAY
OF MAY 2008, Cargo Connection Logistics Holding, Inc. and Cargo
Connection Logistics Corp. (Cargo) executed a “Strict
Foreclosure and Transfer of Assets” transferring certain
assets to Pacer Logistics LLC (Pacer);
WHEREAS, Pacer and Cargo acknowledge that
the immediate and effective transfer of certain of the assets
contemplated by said “Strict Foreclosure and Transfer of
Assets”( including without limitation Cargo’s
general intangibles, good will trade names, lease hold interests,
licenses, permits and the like) may be accomplished only with some
degree difficulty and delay;
WHEREAS, in accordance with the specific
provisions of the aforementioned “Strict Foreclosure and
Transfer of Assets” Cargo has undertaken to execute any
and all necessary documents to effectuate any and all of the
transfers as contemplated therein;
NOW , therefore, in consideration of the premises and the
mutual representations covenants and agreements herein contained
and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Cargo hereby appoints
and designates Pacer as its manager and special attorney in fact to
continue the operations and contractual engagements of Cargo, with
respect to all actions necessary to protect the foreclosed assets,
including without limitations, its facilities, equipment, lease
hold interest, permits and licenses, and to do so in
Cargo’s name, and in Pacer’s sole discretion ,
just as though Cargo were to continue such operations and
engagements in its own right.
Pacer for its part, during the existence of this agreement shall
use all reasonable efforts to ultimately assume, or in
Pacer’s sole discretion, abandon, the assets made subject
hereof as expeditiously as Pacer’s prudent business
judgement may dictate.
During the period of time described in the
preceding paragraph, Pacer shall manage and operate the subject
assets in its sole discretion, and subject only to
Pacer’s own business judgement; it being further and
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