Master Separation Agreement Sample Contracts

Brighthouse Financial, Inc. – MASTER SEPARATION AGREEMENT BETWEEN METLIFE, INC. AND BRIGHTHOUSE FINANCIAL, INC. Dated August 4, 2017 (August 9th, 2017)

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 METLIFE, INC. AND BRIGHTHOUSE FINANCIAL, INC. Dated August 4, 2017 (August 7th, 2017)

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 CBS CORPORATION AND CBS RADIO INC. Dated as of February 2, 2017 (February 2nd, 2017)

THIS MASTER SEPARATION AGREEMENT (this Agreement) dated as of February 2, 2017, by and between CBS Corporation, a Delaware corporation (CBS), and CBS Radio Inc., a Delaware corporation (Radio). CBS and Radio (including, pursuant to Section 9.12, Acquiror after the Distribution Date) are herein referred to individually as a Party and collectively as the Parties. Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to such terms in Article I of this Agreement.

CBS Radio Inc. – MASTER SEPARATION AGREEMENT BETWEEN CBS CORPORATION AND CBS RADIO INC. Dated as of , (December 23rd, 2016)

MASTER SEPARATION AGREEMENT (this Agreement) dated as of , , by and between CBS Corporation, a Delaware corporation (CBS), and CBS Radio Inc., a Delaware corporation (Radio). CBS and Radio are herein referred to individually as a Party and collectively as the Parties.

Master Separation Agreement Between Noble Corporation and Paragon Offshore Plc (August 5th, 2014)

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.

Paragon Offshore Plc – Master Separation Agreement Between Noble Corporation and Paragon Offshore Plc (August 5th, 2014)

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.

Seventy Seven Energy Inc. – MASTER SEPARATION AGREEMENT Between CHESAPEAKE ENERGY CORPORATION, and CHESAPEAKE OILFIELD OPERATING, L.L.C. Dated as of June 25, 2014 (July 1st, 2014)

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.

Moelis & Co – 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, 2014 (April 22nd, 2014)

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).

OUTFRONT Media Inc. – MASTER SEPARATION AGREEMENT BETWEEN CBS CORPORATION AND CBS OUTDOOR AMERICAS INC. Dated as of April 2, 2014 (April 2nd, 2014)

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.

Moelis & Co – 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 [*], 2014 (March 24th, 2014)

This MASTER SEPARATION AGREEMENT, dated as of [*], 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).

Second Amendment to Amended and Restated Master Separation Agreement (September 20th, 2013)

This SECOND AMENDMENT to the Amended and Restated Master Separation Agreement dated as of September 20, 2013 (this Second Amendment), is made by and between Compuware Corporation, a Michigan corporation (Compuware) and Covisint Corporation, a Michigan corporation (Covisint), and amends that certain Amended and Restated Master Separation Agreement, dated as of May 13, 2013 (the Original Master Separation Agreement), as amended by that First Amendment to the Amended and Restated Master Separation Agreement, dated as of July 22, 2013 (together with the Original Master Separation Agreement, the Master Separation Agreement). Capitalized terms used and not defined herein have the respective meanings ascribed thereto in the Master Separation Agreement.

First Amendment to Amended and Restated Master Separation Agreement (August 16th, 2013)

This FIRST AMENDMENT TO AMENDED AND RESTATED MASTER SEPARATION AGREEMENT (this First Amendment), dated as of July 22, 2013, is made by and between COMPUWARE CORPORATION, a Michigan corporation (Compuware) and COVISINT CORPORATION, a Michigan corporation (Covisint), and amends that certain Amended and Restated Master Separation Agreement, dated as of May 13, 2013, by and between Compuware and Covisint (the Master Separation Agreement). Capitalized terms used and not defined herein have the respective meanings ascribed thereto in the Master Separation Agreement.

AMENDED AND RESTATED MASTER SEPARATION AGREEMENT Dated as of May 13, 2013 Between COMPUWARE CORPORATION and COVISINT CORPORATION (May 14th, 2013)

This Amended and Restated Master Separation Agreement, dated as of May 13, 2013, 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 SARA LEE CORPORATION D.E MASTER BLENDERS 1753 B.V. And DE US, INC. Dated as of June 15, 2012 (June 18th, 2012)

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 (Skarsterlan), The Netherlands (DutchCo).

Loyalty Alliance Enterprise Corp – Master Separation Agreement Between PayEase Corp. And Loyalty Alliance Enterprise Corporation January 21, 2010 (July 22nd, 2011)

This Master Separation Agreement (this Agreement) is entered into as of January 21, 2010 between PayEase Corp., a Delaware corporation (PayEase), and Loyalty Alliance Enterprise Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands (Loyalty Alliance). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article V hereof.

Amendment to Master Separation Agreement (May 27th, 2011)

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).

Amendment to Master Separation Agreement (May 26th, 2011)

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).

Amendment to Master Separation Agreement (May 26th, 2011)

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).

AgFeed Animal Nutrition Holdings, Inc. – MASTER SEPARATION AGREEMENT by and Between AGFEED INDUSTRIES, INC. And AGFEED ANIMAL NUTRITION INC. Dated as of July 19, 2010 (January 24th, 2011)

MASTER SEPARATION AGREEMENT dated as of July 19, 2010 (the "Agreement") between AgFeed Industries, Inc., a British Virgin Islands company ("AgFeed"), and AgFeed Animal Nutrition, Inc., a British Virgin Islands company and a wholly-owned Subsidiary of AgFeed ("AANI").

AgFeed Animal Nutrition Holdings, Inc. – Addendum to Master Separation Agreement (January 24th, 2011)

This Addendum is made this ___ day of January 2011, by and among AgFeed Industries, Inc., a British Virgin Islands business company ("AgFeed"), AgFeed Animal Nutrition Inc., a British Virgin Islands business company and wholly-owned subsidiary of AgFeed ("AANI"), and AgFeed Animal Nutrition Holdings, Inc., a British Virgin Islands business company and wholly-owned subsidiary of AgFeed ("Holdings"). Capitalized terms used but not defined in this Amendment shall have the respective meanings ascribed to them in the Separation Agreement (defined herein).

MASTER SEPARATION AGREEMENT Between MCDERMOTT INTERNATIONAL, INC., and THE BABCOCK & WILCOX COMPANY Dated as of July 2, 2010 (July 2nd, 2010)

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.

Rio Tinto Energy America Coal Supply Agreement (November 25th, 2009)

This Rio Tinto Energy America Coal Supply Agreement (the Agreement), made this 19th day of November, 2009 (the Effective Date), is by and between Cloud Peak Energy Resources LLC, a Delaware limited liability company (CPE LLC or the Company), and Rio Tinto Energy America Inc., a Delaware corporation (RTEA). CPE LLC and RTEA are each referred to herein as a Party and collectively as the Parties.

MASTER SEPARATION AGREEMENT by and Among RIO TINTO AMERICA INC., RIO TINTO ENERGY AMERICA INC., KENNECOTT MANAGEMENT SERVICES COMPANY, CLOUD PEAK ENERGY INC., CLOUD PEAK ENERGY RESOURCES LLC and the Subsidiaries Listed on the Signature Pages Hereto Dated November 19, 2009 (November 25th, 2009)

This Master Agreement (this Agreement) is made and entered into as of November 19, 2009 by and among Rio Tinto America Inc., a Delaware corporation (RTA), Rio Tinto Energy America Inc., a Delaware corporation (RTEA), Kennecott Management Services Company, a Delaware corporation (KMS), Cloud Peak Energy Inc., a Delaware corporation (CPE), Cloud Peak Energy Resources LLC, a Delaware limited liability company (the Company), and each of the subsidiaries named on Schedule A hereto (the Company Subsidiaries, and, together with the Company and any other Subsidiaries (as defined below) of the Company, collectively, CPE LLC). RTEA, KMS, CPE and CPE LLC are sometimes referred to herein separately as a Party and together as the Parties. Certain terms used in this Agreement are defined in Section 1.1.

MASTER SEPARATION AGREEMENT by and Among RIO TINTO AMERICA INC., RIO TINTO ENERGY AMERICA INC., KENNECOTT MANAGEMENT SERVICES COMPANY, CLOUD PEAK ENERGY INC., CLOUD PEAK ENERGY RESOURCES LLC and the Subsidiaries Listed on the Signature Pages Hereto Dated , 2009 (November 16th, 2009)

This Master Agreement (this "Agreement") is made and entered into as of November, 2009 by and among Rio Tinto America Inc., a Delaware corporation ("RTA"), Rio Tinto Energy America Inc., a Delaware corporation ("RTEA"), Kennecott Management Services Company, a Delaware corporation ("KMS"), Cloud Peak Energy Inc., a Delaware corporation ("CPE"), Cloud Peak Energy Resources LLC, a Delaware limited liability company (the "Company"), and each of the subsidiaries named on Schedule A hereto (the "Company Subsidiaries," and, together with the Company and any other Subsidiaries (as defined below) of the Company, collectively, "CPE LLC"). RTEA, KMS, CPE and CPE LLC are sometimes referred to herein separately as a "Party" and together as the "Parties." Certain terms used in this Agreement are defined in Section 1.1.

Master Separation Agreement (November 2nd, 2009)

This Master Agreement (this "Agreement") is made and entered into as of , 2009 by and among Rio Tinto America Inc., a Delaware corporation ("RTA"), Rio Tinto Energy America Inc., a Delaware corporation ("RTEA"), Kennecott Management Services Company, a Delaware corporation ("KMS"), Cloud Peak Energy Inc., a Delaware corporation ("CPE"), Cloud Peak Energy LLC, a Delaware limited liability company formerly known as Rio Tinto Sage LLC (the "Company"), and each of the subsidiaries named on Schedule A hereto (the "Company Subsidiaries," and, together with the Company and any other Subsidiaries (as defined below) of the Company, collectively, "CPE LLC"). RTEA, KMS, CPE and CPE LLC are sometimes referred to herein separately as a "Party" and together as the "Parties." Certain terms used in this Agreement are defined in Section 1.1.

MASTER SEPARATION AGREEMENT by and Between SHANDA INTERACTIVE ENTERTAINMENT LIMITED and SHANDA GAMES LIMITED Dated as of July 1, 2008 (September 3rd, 2009)

MASTER SEPARATION AGREEMENT dated as of July 1, 2008 (the Agreement) between Shanda Interactive Entertainment Limited, an exempted international business company organized and validly existing under the laws of the Cayman Islands (Shanda), and Shanda Games Limited, an exempted international business company organized and validly existing under the laws of the Cayman Islands and a wholly-owned Subsidiary of Shanda (SDG).

Master Separation Agreement (August 7th, 2009)

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.

Transatlantic Holdings, Inc. – MASTER SEPARATION AGREEMENT Dated as of May 28, 2009 by and Among AMERICAN INTERNATIONAL GROUP, INC., AMERICAN HOME ASSURANCE COMPANY, and TRANSATLANTIC HOLDINGS, INC. (May 28th, 2009)

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).

Photowatt Technologies Inc. – MASTER SEPARATION AGREEMENT Between ATS AUTOMATION TOOLING SYSTEMS INC. and PHOTOWATT TECHNOLOGIES INC. (February 14th, 2007)

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.

Photowatt Technologies Inc. – MASTER SEPARATION AGREEMENT Between ATS AUTOMATION TOOLING SYSTEMS INC. and PHOTOWATT TECHNOLOGIES INC. (February 2nd, 2007)

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.

Photowatt Technologies Inc. – MASTER SEPARATION AGREEMENT Between ATS AUTOMATION TOOLING SYSTEMS INC. and PHOTOWATT TECHNOLOGIES INC. (January 11th, 2007)

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.

Photowatt Technologies Inc. – MASTER SEPARATION AGREEMENT Between ATS AUTOMATION TOOLING SYSTEMS INC. and PHOTOWATT TECHNOLOGIES INC. (December 11th, 2006)

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 BETWEEN HALLIBURTON COMPANY AND KBR, INC. Dated as of November 20, 2006 (November 27th, 2006)

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.

Master Separation Agreement (November 27th, 2006)

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.

Photowatt Technologies Inc. – MASTER SEPARATION AGREEMENT Between ATS AUTOMATION TOOLING SYSTEMS INC. and PHOTOWATT TECHNOLOGIES INC. (November 9th, 2006)

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.