0001047469-11-009638 Sample Contracts

SEPARATION AGREEMENT BY AND BETWEEN GENERAL GROWTH PROPERTIES, INC. AND ROUSE PROPERTIES, INC. Dated [•], 20[•]
Separation Agreement • November 17th, 2011 • Rouse Properties, Inc. • Real estate • New York

This SEPARATION AGREEMENT (this “Agreement”), dated as of [•], 20[•], is by and between General Growth Properties, Inc., a Delaware corporation (“GGP”), and Rouse Properties, Inc., a Delaware corporation (“Spinco”). Capitalized terms used herein shall have the meanings assigned to them in Article I hereof or as otherwise expressly set forth herein.

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TRANSITION SERVICES AGREEMENT dated as of [·], 20[·] among GGP LIMITED PARTNERSHIP, GENERAL GROWTH MANAGEMENT, INC., and ROUSE PROPERTIES, INC.
Transition Services Agreement • November 17th, 2011 • Rouse Properties, Inc. • Real estate

This Transition Services Agreement (this “Agreement”), dated as of [·], 20[·], is by and among GGP Limited Partnership, a Delaware limited partnership (“GGPLP”), General Growth Management, Inc., a Delaware corporation (“GGMI” and, collectively with GGPLP, “GGP”), and Rouse Properties, Inc., a Delaware corporation (“Spinco”).

EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • November 17th, 2011 • Rouse Properties, Inc. • Real estate

THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is effective as of [·], 2012, by and among General Growth Management, Inc., a Delaware corporation (“GGMI”), GGP Limited Partnership, a Delaware limited partnership (“GGPLP” and collectively with GGMI, “GGP”), and Rouse Properties, Inc., a Delaware corporation (“Spinco” and together with GGMI and GGPLP, the “Parties”). Unless otherwise indicated, capitalized terms have the meanings set forth in the Separation Agreement (as hereinafter defined).

TAX MATTERS AGREEMENT by and between General Growth Properties, Inc. and Rouse Properties, Inc. Dated as of []
Tax Matters Agreement • November 17th, 2011 • Rouse Properties, Inc. • Real estate

THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of [], is by and between General Growth Properties, Inc., a Delaware corporation (“GGP”) and Rouse Properties, Inc., a Delaware corporation (“Spinco”). Each of GGP and Spinco is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”

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