EXECUTION VERSION MASTER SEPARATION AGREEMENT dated as of May 28, 2009Master Separation Agreement • May 29th, 2009 • American International Group Inc • Fire, marine & casualty insurance • New York
MASTER SEPARATION AGREEMENT by and among LAZARD LTD, LAZARD LLC, LAZ-MD HOLDINGS LLC and LFCM HOLDINGS LLC Dated as of May 10, 2005Master Separation Agreement • June 16th, 2005 • Lazard LTD • Finance services • Delaware
This MASTER SEPARATION AGREEMENT (including the schedules hereto, this “Agreement”), dated as of May 10, 2005, by and among Lazard Ltd, a Bermuda exempted company (“Lazard Ltd”), Lazard LLC, a Delaware limited liability company that will be renamed “Lazard Group LLC” (“Lazard Group”), LAZ-MD Holdings LLC, a Delaware limited liability company (formerly known as LF Holdings LLC) (“LAZ-MD”), and LFCM Holdings LLC, a Delaware limited liability company and currently a wholly owned subsidiary of Lazard Group (“LFCM,” and together with Lazard Ltd, Lazard Group and LAZ-MD, the “Parties” and each a “Party”).
EX-10.1 4 d463504dex101.htm EX-10.1 FORM OF MASTER SEPARATION AGREEMENT BY AND BETWEEN NETGEAR, INC. AND ARLO TECHNOLOGIES, INC. Dated as of [•], 2018 Page SCHEDULES iv EXHIBITS iv -i- -ii- -iii- SCHEDULES Schedule 1.1(a) Arlo Business Schedule 1.1(b)...Master Separation Agreement • May 5th, 2020 • Delaware
This MASTER SEPARATION AGREEMENT, dated as of [•], 2018 (this “Agreement”), is by and between NETGEAR, Inc., a Delaware corporation (“Parent”), and Arlo Technologies, Inc., a Delaware corporation (“Arlo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
EX-2.1 2 d939027dex21.htm EX-2.1 MASTER SEPARATION AGREEMENT between THE BABCOCK & WILCOX COMPANY and BABCOCK & WILCOX ENTERPRISES, INC. dated as of June 8, 2015 Page (continued) Page (continued) Page SCHEDULES Schedule 1.1(a) Excluded Assets Schedule...Master Separation Agreement • May 5th, 2020 • Delaware
This MASTER SEPARATION AGREEMENT (this “Agreement”) is entered into as of June 8, 2015, between The Babcock & Wilcox Company, a Delaware corporation, (“RemainCo”) and Babcock & Wilcox Enterprises, Inc., a Delaware corporation (“SpinCo”). RemainCo and SpinCo are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article I hereof.
EX-2.1 2 dex21.htm MASTER SEPARATION AGREEMENT MASTER SEPARATION AGREEMENTMaster Separation Agreement • May 5th, 2020 • Texas
This MASTER SEPARATION AGREEMENT (this “Agreement”) is entered into as of July 2, 2010, between McDermott International, Inc., a Panamanian corporation (“MII”) and The Babcock & Wilcox Company, a Delaware corporation (“B&W”). MII and B&W are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article I hereof.
BETWEENMaster Separation Agreement • July 11th, 2005 • Retail Ventures Inc • Retail-variety stores • Ohio
EX-2.1 2 d769173dex21.htm EX-2.1 EXECUTION COPY MASTER SEPARATION AGREEMENT BETWEEN NOBLE CORPORATION AND PARAGON OFFSHORE PLC - i - - ii - SCHEDULES Schedule 1.1(a) Insurance Policies Schedule 1.1(b) Excluded Intellectual Property Schedule 1.1(c)...Master Separation Agreement • May 5th, 2020 • New York
THIS MASTER SEPARATION AGREEMENT (this “Agreement”) is entered into as of July 31, 2014, between Noble Corporation, a company organized under the laws of the Cayman Islands (“Noble”), and Paragon Offshore plc, a company organized under the laws of England and Wales (“Paragon”). Noble and Paragon are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article I hereof.
MASTER SEPARATION AGREEMENT between ATS AUTOMATION TOOLING SYSTEMS INC. – and – PHOTOWATT TECHNOLOGIES INC.Master Separation Agreement • February 14th, 2007 • Photowatt Technologies Inc. • Semiconductors & related devices • Ontario
This Master Separation Agreement (this “Agreement”) is made and entered into as of [ ], 2007, by and between ATS Automation Tooling Systems Inc., a corporation governed by the laws of Ontario (“ATS”), and Photowatt Technologies Inc., a corporation governed by the laws of Canada (“Photowatt”). ATS and Photowatt are sometimes referred to herein separately as a “Party” and together as the “Parties.”
MASTER SEPARATION AGREEMENTMaster Separation Agreement • May 5th, 2020 • New York
THIS MASTER SEPARATION AGREEMENT (this “Agreement”) is made and entered into as of April 27, 2004, among ACE Limited, a Cayman Islands corporation (“ACE”), ACE Financial Services Inc., a Delaware corporation (“ACE Financial Services”), ACE Bermuda Insurance Ltd., a Bermuda company (“ACE Bermuda”), and Assured Guaranty Ltd., a Bermuda company (the “Company”).
EX-2.1 2 d428466dex21.htm EX-2.1 Execution Version MASTER SEPARATION AGREEMENT BETWEEN METLIFE, INC. AND BRIGHTHOUSE FINANCIAL, INC. Dated August 4, 2017 Page TABLE OF EXHIBITS Exhibit A Intellectual Property License Agreement Exhibit B MetLife...Master Separation Agreement • May 5th, 2020 • New York
This MASTER SEPARATION AGREEMENT (this “Agreement”) is made effective as of August 4, 2017, by and between MetLife, Inc., a Delaware corporation (“MetLife”), and Brighthouse Financial, Inc., a Delaware corporation (the “Company”). Each of MetLife and the Company shall be referred to herein as a “Party” and, together, the “Parties.”
MASTER SEPARATION AGREEMENT BETWEEN HALLIBURTON COMPANY AND KBR, INC. Dated as of November 20, 2006Master Separation Agreement • November 27th, 2006 • Kbr, Inc. • Heavy construction other than bldg const - contractors • Delaware
THIS MASTER SEPARATION AGREEMENT (this “Agreement”) is entered into as of November 20, 2006 by and between Halliburton Company, a Delaware corporation (“Halliburton”), and KBR, Inc., a Delaware corporation (“KBR”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Article I hereof.
ContractMaster Separation Agreement • March 15th, 2006 • Kerr McGee Corp /De • Crude petroleum & natural gas • New York
Master Separation Agreement (this “Agreement”), dated as of November 28, 2005 (the “Effective Date”), among Kerr-McGee Corporation, a Delaware corporation (“Parent”), Kerr-McGee Worldwide Corporation, a Delaware corporation (“Worldwide”), and Tronox Incorporated, a Delaware corporation (“Tronox”).
MASTER SEPARATION AGREEMENTMaster Separation Agreement • January 16th, 2002 • Txu Us Holdings Co • Electric services • Texas
MASTER SEPARATION AGREEMENT between PRIDE INTERNATIONAL, INC., and SEAHAWK DRILLING, INC. dated as of August 4, 2009Master Separation Agreement • August 7th, 2009 • Pride International Inc • Drilling oil & gas wells • Texas
This MASTER SEPARATION AGREEMENT (this “Agreement”) is entered into as of August 4, 2009, between Pride International, Inc., a Delaware corporation (“Pride”) and Seahawk Drilling, Inc., a Delaware corporation (“Seahawk”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article I hereof.
MASTER SEPARATION AGREEMENT between ALLETE, INC. and ADESA, INC.Master Separation Agreement • August 6th, 2004 • Adesa Inc • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware
This Master Separation Agreement (this "Agreement") is dated as of June 4, 2004, 2004, between ALLETE, Inc., a Minnesota corporation ("ALLETE"), and ADESA, Inc., a Delaware corporation ("ADESA," and together with ALLETE, each a "Party," and together, the "Parties"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article IX hereof.
EX-2.1 2 dex21.htm FORM OF MASTER SEPARATION AGREEMENT BY AND BETWEEN MAN GROUP PLC AND MF GLOBAL CLIFFORD CHANCE LLP MAN GROUP PLC AND MF GLOBAL LTD. MASTER SEPARATION AGREEMENT CONTENTS Clause Page APPENDIX 1 - Agreed Form Bye-Law Provision 21...Master Separation Agreement • May 5th, 2020 • New York
EX-10.21 2 g03506exv10w21.htm EX-10.21 MASTER SEPARATION AGREEMENT between SARA LEE CORPORATION and HANESBRANDS INC.Master Separation Agreement • May 5th, 2020 • Illinois
MASTER SEPARATION AGREEMENT between CHESAPEAKE ENERGY CORPORATION, and CHESAPEAKE OILFIELD OPERATING, L.L.C. dated as of June 25, 2014Master Separation Agreement • July 1st, 2014 • Seventy Seven Energy Inc. • Oil & gas field services, nec • Oklahoma
This MASTER SEPARATION AGREEMENT (this “Agreement”) is entered into as of June 25, 2014, between Chesapeake Energy Corporation, an Oklahoma corporation (“CHK”), and Chesapeake Oilfield Operating, L.L.C., an Oklahoma corporation (“COO”), which in connection with the spin-off will be converted into Seventy Seven Energy Inc., an Oklahoma corporation (“SSE”). CHK and SSE are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” References to SSE are deemed to include, for all periods prior to the SSE Conversion (defined below), COO. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article I hereof.
ContractMaster Separation Agreement • May 5th, 2020
EX-2.4 2 ex-24_masterseparationagmt.htm EXHIBIT - MASTER SEPARATION AGREEMENT EXECUTION COPY MASTER SEPARATION AGREEMENT BY AND AMONG OCLARO JAPAN, INC. AND USHIO OPTO SEMICONDUCTORS, INC. AND USHIO, INC. DATED AS OF AUGUST 5, 2014 MASTER SEPARATION AGREEMENT THIS MASTER SEPARATION AGREEMENT (this “Agreement”) is entered into as of August 5, 2014, by and among OCLARO JAPAN, INC., a corporation organized under the laws of Japan, having its principal place of business at 4-1-55, Oyama, Chuo-ku, Sagamihara-shi, Kanagawa (“Transferor”), USHIO OPTO SEMICONDUCTORS, INC., a corporation organized under the laws of Japan, having its principal place of business at 2-6-1, Ohtemachi, Chiyoda-ku, Tokyo (“Transferee”) and USHIO, INC., a corporation organized under the laws of Japan, having its principal place of business at 2-6-1, Ohtemachi, Chiyoda-ku, Tokyo (“Guarantor”). Transferor, Transferee and, with respect to Article 10 only, Guarantor are each referred to herein as a “Party” and collectivel
AMENDMENT TO MASTER SEPARATION AGREEMENTMaster Separation Agreement • April 28th, 2022 • Bausch & Lomb Corp • Ophthalmic goods
This AMENDMENT NO. 1 TO MASTER SEPARATION AGREEMENT, dated as of April 28, 2022 (this “Amendment”), is by and between Bausch Health Companies Inc., a corporation continued under the laws of the Province of British Columbia, Canada (“Parent”), and Bausch + Lomb Corporation, a company incorporated under the laws of Canada (“SpinCo”). Parent and SpinCo are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
AMENDMENT NO. 1 TO THE MASTER SEPARATION AGREEMENTMaster Separation Agreement • November 7th, 2006 • Lazard Group LLC • Finance services • Delaware
THIS AMENDMENT NO. 1 TO THE MASTER SEPARATION AGREEMENT (this “Amendment”), dated as of November 6, 2006, is among Lazard Ltd, a Bermuda exempted company (“Lazard Ltd”), Lazard Group LLC, a Delaware limited liability company (“Lazard Group”), and LAZ-MD Holdings LLC, a Delaware limited liability company (“LAZ-MD”).
EX-2.1 2 d368135dex21.htm MASTER SEPARATION AGREEMENT MASTER SEPARATION AGREEMENT by and between SARA LEE CORPORATION and DE US, INC. Dated as of June 15, 2012 Page ANNEXES Annex I Internal Reorganization EXHIBITS Exhibit A Form of Contribution...Master Separation Agreement • May 5th, 2020 • Delaware
This MASTER SEPARATION AGREEMENT (this “Agreement”) is made as of June 15, 2012 by and between Sara Lee Corporation, a Maryland corporation (“Sara Lee”), DE US, Inc., a Delaware corporation (“CoffeeCo”), and, as of the date hereof, a wholly-owned subsidiary of Sara Lee, and D.E MASTER BLENDERS 1753 B.V., a private company with limited liability with corporate seat in Joure (Skarsterlân), The Netherlands (“DutchCo”).
AMENDMENT TO MASTER SEPARATION AGREEMENTMaster Separation Agreement • May 26th, 2011 • DSW Inc. • Retail-shoe stores • Ohio
This AMENDMENT TO MASTER SEPARATION AGREEMENT (this “Agreement”) is made and entered into as of May 25, 2011, by and between DSW INC. (“DSW”), and RETAIL VENTURES, INC. (“Retail Ventures”).
REDACTED Certain identified information, indicated by [*****], has been excluded from the exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. MASTER SEPARATION AGREEMENT BY AND BETWEEN BAUSCH...Master Separation Agreement • March 31st, 2022 • Bausch & Lomb Corp • Ophthalmic goods • Delaware
This MASTER SEPARATION AGREEMENT, dated as of March 30, 2022 (this “Agreement”), is by and between Bausch Health Companies Inc., a corporation continued under the laws of the Province of British Columbia, Canada (“Parent”), and Bausch + Lomb Corporation, a company incorporated under the laws of Canada (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
MASTER SEPARATION AGREEMENT dated as of October 31, 2014 between COMPUWARE CORPORATION and COVISINT CORPORATIONMaster Separation Agreement • November 6th, 2014 • Covisint Corp • Services-computer processing & data preparation • Michigan
This Second Amended and Restated Master Separation Agreement, dated as of October __, 2014, but effective as of January 1, 2013 (the “Effective Date”), between Compuware Corporation, a Michigan corporation (“Compuware”), and Covisint Corporation, a Michigan corporation (“Covisint,” with each of Compuware and Covisint a “Party,” and together, the “Parties”).
MASTER SEPARATION AGREEMENT by and between THE ENSIGN GROUP, INC. and THE PENNANT GROUP, INC. dated as of October 1, 2019Master Separation Agreement • October 3rd, 2019 • Pennant Group, Inc. • Services-health services • Delaware
This MASTER SEPARATION AGREEMENT (this “Agreement”) is entered into as of October 1, 2019, by and between THE ENSIGN GROUP, INC., a Delaware corporation (“Ensign”) and THE PENNANT GROUP, INC., a Delaware corporation and a direct, wholly-owned subsidiary of Ensign (“Pennant”). Ensign and Pennant are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in Section 1.1.
MASTER SEPARATION AGREEMENT between ATS AUTOMATION TOOLING SYSTEMS INC. – and – PHOTOWATT TECHNOLOGIES INC.Master Separation Agreement • December 11th, 2006 • Photowatt Technologies Inc. • Semiconductors & related devices • Ontario
This Master Separation Agreement (this “Agreement”) is made and entered into as of [ ], 2006, by and between ATS Automation Tooling Systems Inc., a corporation governed by the laws of Ontario (“ATS”), and Photowatt Technologies Inc., a corporation governed by the laws of Canada (“Photowatt”). ATS and Photowatt are sometimes referred to herein separately as a “Party” and together as the “Parties.”
MASTER SEPARATION AGREEMENT by and between MOELIS ASSET MANAGEMENT LP (formerly known as Moelis & Company Holdings LP) and MOELIS & COMPANY GROUP LP Dated as of April 15, 2014Master Separation Agreement • April 22nd, 2014 • Moelis & Co • Investment advice • Delaware
This MASTER SEPARATION AGREEMENT, dated as of April 15, 2014 (this “Agreement”), is entered into by and between Moelis Asset Management LP, a Delaware limited partnership (formerly known as Moelis & Company Holdings LP, “Asset Management LP”), and Moelis & Company Group LP, a Delaware limited partnership (“Group LP” and, together with Asset Management LP, the “Parties” and each, a “Party”).
MASTER SEPARATION AGREEMENT BETWEEN CBS CORPORATION AND CBS OUTDOOR AMERICAS INC. Dated as of April 2, 2014Master Separation Agreement • April 2nd, 2014 • CBS Outdoor Americas Inc. • Real estate
MASTER SEPARATION AGREEMENT (this “Agreement”) dated as of April 2, 2014, by and among CBS Corporation, a Delaware corporation (“CBS”), and CBS Outdoor Americas Inc., a Maryland corporation (“Outdoor Americas”). CBS and Outdoor Americas are herein referred to individually as a “Party” and collectively as the “Parties.”
RECITALSMaster Separation Agreement • December 27th, 2000 • Omp Inc • Pharmaceutical preparations • California
BETWEENMaster Separation Agreement • June 27th, 2005 • DSW Inc. • Retail-shoe stores • Ohio
EX-10.7 14 dex107.htm MASTER SEPARATION AGREEMENT Master Separation Agreement between PayEase Corp. and Loyalty Alliance Enterprise Corporation January 21, 2010 PageMaster Separation Agreement • May 5th, 2020 • California
MASTER SEPARATION AGREEMENT dated as of May 28, 2009 by and among AMERICAN INTERNATIONAL GROUP, INC., AMERICAN HOME ASSURANCE COMPANY, and TRANSATLANTIC HOLDINGS, INC.Master Separation Agreement • May 28th, 2009 • Transatlantic Holdings Inc • Fire, marine & casualty insurance
This MASTER SEPARATION AGREEMENT (this “Agreement”), dated as of May 28, 2009, is entered into by and among AMERICAN INTERNATIONAL GROUP, INC., a Delaware corporation (“AIG”), AMERICAN HOME ASSURANCE COMPANY, a New York domiciled insurance company and an indirectly wholly-owned subsidiary of AIG (“AHAC”), and TRANSATLANTIC HOLDINGS, INC., a Delaware corporation (“TRH”).
MASTER SEPARATION AGREEMENT Dated as of August 1, 2005 by and among CONSOL ENERGY INC. And certain of the CEI Subsidiaries AND CNX GAS CORPORATION And certain of the GasCo SubsidiariesMaster Separation Agreement • August 12th, 2005 • Consol Energy Inc • Bituminous coal & lignite surface mining
THIS MASTER SEPARATION AGREEMENT (the “Agreement”) is made and entered into as of August 1, 2005, by and among (a) CONSOL Energy Inc., a Delaware corporation (“CEI”) and each subsidiary of CEI which is or becomes a party to this Agreement other than CNX and its subsidiaries (CEI, together with its subsidiaries which are or become parties to this Agreement other than CNX and its subsidiaries are collectively referred to as “CONSOL Energy”), and (b) CNX Gas Corporation, a Delaware corporation (“CNX”) and each subsidiary of CNX which is or becomes a party to this Agreement (CNX together with its subsidiaries are collectively referred to as “GasCo”). Capitalized terms used and not otherwise defined in this Agreement have the meanings ascribed to such terms in Article 1 of this Agreement.
MASTER SEPARATION AGREEMENT BETWEEN SRAX, INC., BIG TOKEN, INC., AND FORCE PROTECTION VIDEO EQUIPMENT CORPORATION Dated as of January 27, 2021Master Separation Agreement • February 17th, 2021 • Force Protection Video Equipment Corp. • Retail-retail stores, nec • California
This MASTER SEPARATION AGREEMENT (this “Agreement”) dated as of January 27, 2021, by and among SRAX, Inc., a Delaware corporation (“Parent”), BIG Token, Inc., a Delaware corporation (“BIG Token”) and Force Protection Video Equipment Corporation (“Company”), a Florida corporation. Each of the foregoing parties may be referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Share Exchange Agreement entered into on September 30, 2020 by and between Parent, Company and Paul Feldman, and as amended on January 27, 2021 (the “Share Exchange Agreement”).
