MASTER CONTRIBUTION AND SALE AGREEMENT by and among ASHLAND INC. and Ashland International Holdings, Inc. and Süd-Chemie Aktiengesellschaft and Tecpro Holding Corporation Inc. and Ashland-Südchemie-Kernfest GmbHMaster Contribution and Sale Agreement • November 22nd, 2010 • Ashland Inc. • Wholesale-chemicals & allied products
WHEREAS, Ashland and SC have joint interests in ASK and Ashland-Avébène S.A.S., a stock corporation incorporated and existing under the laws of France with registered office at 20, rue Croix du Vallot, 27600 Saint Pierre La Garenne, France ("ASAV") and ASK's and ASAV's respective businesses in customized chemical products for the foundry industry and of specialty resins, particularly for the paint and coatings industry under the roofs of ASK and ASAV, which are jointly controlled by Ashland and SC.
MASTER FORMATION AGREEMENT by and among ASHLAND INC. and SÜD-CHEMIE AKTIENGESELLSCHAFT and ASHLAND-SÜDCHEMIE-KERNFEST GMBHMaster Formation Agreement • November 22nd, 2010 • Ashland Inc. • Wholesale-chemicals & allied products
This MASTER FORMATION AGREEMENT (together with all appendices, exhibits and schedules thereto the "Agreement") is made and entered into by and among (i) Ashland Inc., a publicly listed stock corporation, organized and existing under the laws of the Commonwealth of Kentucky, USA, having its office at 50 East RiverCenter Boulevard, Covington, Kentucky 41011, USA ("Ashland"), (ii) Süd-Chemie Aktiengesellschaft, a publicly listed stock corporation, organized and existing under the laws of the Federal Republic of Germany, having its office at Lenbachplatz 6, 80333 München, Germany ("SC"), and (iii) Ashland-Südchemie-Kernfest GmbH, a limited liability company, organized and existing under the laws of the Federal Republic of Germany, having its office at Reisholzstrasse 16-18, 40721 Hilden ("ASK"). Ashland, SC and ASK shall hereinafter collectively be referred to as the "Parties" or individually as a "Party".
