Separation And Distribution Agreement Sample Contracts

Livent Corp. – Separation and Distribution Agreement (October 15th, 2018)
Linn Energy – SEPARATION AND DISTRIBUTION AGREEMENT by and Between LINN ENERGY, INC. And RIVIERA RESOURCES, INC. Dated as of August 7, 2018 (August 10th, 2018)
Riviera Resources, LLC – SEPARATION AND DISTRIBUTION AGREEMENT by and Between LINN ENERGY, INC. And RIVIERA RESOURCES, INC. Dated as of August 7, 2018 (August 10th, 2018)
Separation and Distribution Agreement by and Between Ddr Corp. And Retail Value Inc. Dated July 1, 2018 (July 3rd, 2018)

THIS SEPARATION AND DISTRIBUTION AGREEMENT, dated July 1, 2018 (this Agreement), is by and between DDR Corp., an Ohio corporation (DDR) and Retail Value Inc., an Ohio corporation and a direct, wholly owned subsidiary of DDR (RVI). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

Retail Value Inc. – Separation and Distribution Agreement by and Between Ddr Corp. And Retail Value Inc. Dated July 1, 2018 (July 2nd, 2018)

THIS SEPARATION AND DISTRIBUTION AGREEMENT, dated July 1, 2018 (this Agreement), is by and between DDR Corp., an Ohio corporation (DDR) and Retail Value Inc., an Ohio corporation and a direct, wholly owned subsidiary of DDR (RVI). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

Mercantil Bank Holding Corp – AMENDED AND RESTATED SEPARATION AND DISTRIBUTION AGREEMENT by and Between MERCANTIL SERVICIOS FINANCIEROS, C.A., and MERCANTIL BANK HOLDING CORPORATION Dated as of June 12, 2018 (June 15th, 2018)

This Amended and Restated Separation and Distribution Agreement, dated as of March 12, 2018 (this Agreement), is by and between MERCANTIL SERVICIOS FINANCIEROS, C.A., a Venezuela corporation (MSF), and MERCANTIL BANK HOLDING CORPORATION, a Florida corporation and a wholly-owned subsidiary of MSF (the Company). This Agreement amends and restates in its entirety the Separation and Distribution Agreement, dated as of March 12, 2018, between MSF and the Company.

Everett SpinCo, Inc. – Separation and Distribution Agreement (June 6th, 2018)
Perspecta Inc. – SEPARATION AND DISTRIBUTION AGREEMENT DATED AS OF MAY 31, 2018 by and Between DXC TECHNOLOGY COMPANY and PERSPECTA INC. (June 6th, 2018)

This SEPARATION AND DISTRIBUTION AGREEMENT (this Agreement) is dated as of May 31, 2018 by and between DXC Technology Company, a Nevada corporation (Delta), and Perspecta Inc., a Nevada corporation (Ultra). Each of Delta and Ultra is sometimes referred to herein as a Party and, collectively, as the Parties.

Spirit Realty Capital Inc. – SEPARATION AND DISTRIBUTION AGREEMENT by and Between SPIRIT REALTY CAPITAL, INC. And SPIRIT MTA REIT Dated as of May 21, 2018 (May 24th, 2018)

This SEPARATION AND DISTRIBUTION AGREEMENT (this Agreement) is entered into as of May 21, 2018, by and between Spirit Realty Capital, Inc., a Maryland corporation (SRC), and Spirit MTA REIT, a Maryland real estate investment trust and an indirect, wholly owned subsidiary of SRC (SMTA). SRC and SMTA 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.

Spirit MTA REIT – SEPARATION AND DISTRIBUTION AGREEMENT by and Between SPIRIT REALTY CAPITAL, INC. And SPIRIT MTA REIT Dated as of May 21, 2018 (May 21st, 2018)

This SEPARATION AND DISTRIBUTION AGREEMENT (this Agreement) is entered into as of May 21, 2018, by and between Spirit Realty Capital, Inc., a Maryland corporation (SRC), and Spirit MTA REIT, a Maryland real estate investment trust and an indirect, wholly owned subsidiary of SRC (SMTA). SRC and SMTA 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.

SEPARATION AND DISTRIBUTION AGREEMENT by and Between DOVER CORPORATION and APERGY CORPORATION Dated as of May 9, 2018 (May 14th, 2018)

THIS SEPARATION AND DISTRIBUTION AGREEMENT (this Agreement) is entered into as of May 9, 2018, by and between Dover Corporation, a Delaware corporation (Dover), and Apergy Corporation, a Delaware corporation (Apergy) (each a Party and together, the Parties). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Section 1.1 hereof.

Apergy Corp – SEPARATION AND DISTRIBUTION AGREEMENT by and Between DOVER CORPORATION and APERGY CORPORATION Dated as of May 9, 2018 (May 11th, 2018)

THIS SEPARATION AND DISTRIBUTION AGREEMENT (this Agreement) is entered into as of May 9, 2018, by and between Dover Corporation, a Delaware corporation (Dover), and Apergy Corporation, a Delaware corporation (Apergy) (each a Party and together, the Parties). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Section 1.1 hereof.

nVent Electric plc – Separation and Distribution Agreement by and Between Pentair Plc and Nvent Electric Plc Dated as of April 27, 2018 (April 30th, 2018)

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of April 27, 2018 (this Agreement), is by and between Pentair plc, an Irish public limited company (Pentair), and nVent Electric plc, an Irish public limited company (nVent). nVent and Pentair are referred to together as the Parties and individually as a Party. Capitalized terms used herein shall have the respective meanings assigned to them in Article I or elsewhere in this Agreement.

Separation and Distribution Agreement by and Between Pentair Plc and Nvent Electric Plc Dated as of April 27, 2018 (April 30th, 2018)

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of April 27, 2018 (this "Agreement"), is by and between Pentair plc, an Irish public limited company ("Pentair"), and nVent Electric plc, an Irish public limited company ("nVent"). nVent and Pentair are referred to together as the "Parties" and individually as a "Party." Capitalized terms used herein shall have the respective meanings assigned to them in Article I or elsewhere in this Agreement.

Separation and Distribution Agreement (March 9th, 2018)
Separation and Distribution Agreement (March 9th, 2018)
Tiger Media – SEPARATION AND DISTRIBUTION AGREEMENT by and Among COGINT, INC. And RED VIOLET, INC. Dated as of February 27, 2018 (February 28th, 2018)
La Quinta Holdings Inc. – SEPARATION AND DISTRIBUTION AGREEMENT by and Between LA QUINTA HOLDINGS INC. And COREPOINT LODGING INC. Dated as of January 17, 2018 (January 18th, 2018)

SEPARATION AND DISTRIBUTION AGREEMENT (this Agreement), dated as of January 17, 2018 by and between La Quinta Holdings Inc., a Delaware corporation (LQ Parent), and CorePoint Lodging Inc., a Maryland corporation (CPLG). Each of LQ Parent and CPLG is sometimes referred to herein as a Party and, collectively, as the Parties. Capitalized terms shall have the meaning set forth in Section 1.1.

Newmark Group, Inc. – SEPARATION AND DISTRIBUTION AGREEMENT by and Among BGC PARTNERS, INC., BGC HOLDINGS, L.P., BGC PARTNERS, L.P., NEWMARK GROUP, INC., NEWMARK HOLDINGS, L.P., NEWMARK PARTNERS, L.P., and Solely for Purposes of Sections 2.09, 6.10, 6.11, 6.12, 6.13, 6.14 and 6.15, Article VIII and Article IX, CANTOR FITZGERALD, L.P. And Solely for Purposes of Sections 6.11 and 6.12 and Article VIII, BGC GLOBAL HOLDINGS, L.P. Dated as of December 13, 2017 (December 19th, 2017)

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of December 13, 2017 (this Agreement), is by and among BGC Partners, Inc., a Delaware corporation (BGC Partners), BGC Holdings, L.P., a Delaware limited partnership (BGC Holdings), BGC Partners, L.P., a Delaware limited partnership (BGC U.S. Opco and together with BGC Partners and BGC Holdings, the BGC Entities), Newmark Group, Inc., a Delaware corporation (Newmark), Newmark Holdings, L.P., a Delaware limited partnership (Newmark Holdings), Newmark Partners, L.P., a Delaware limited partnership (Newmark Opco and together with Newmark and Newmark Holdings, the Newmark Entities), and solely for purposes of Sections 2.09, 6.10, 6.11, 6.12, 6.13, 6.14 and 6.15 and Article XIII and Article IX, Cantor Fitzgerald, L.P., a Delaware limited partnership (Cantor), and solely for purposes of Sections 6.11 and 6.12 and Article VIII, BGC Global Holdings, L.P., a Cayman Islands limited partnership (BGC Global Opco and collectively, the Parties and

Newmark Group, Inc. – SEPARATION AND DISTRIBUTION AGREEMENT by and Among BGC PARTNERS, INC., BGC HOLDINGS, L.P., BGC PARTNERS, L.P., NEWMARK GROUP, INC., NEWMARK HOLDINGS, L.P., NEWMARK PARTNERS, L.P., and Solely for Purposes of Sections 2.09, 6.10, 6.11, 6.12, 6.13, 6.14 and 6.15, Article VIII and Article IX, CANTOR FITZGERALD, L.P. And Solely for Purposes of Sections 6.11 and 6.12 and Article VIII, BGC GLOBAL HOLDINGS, L.P. Dated as of [] (December 12th, 2017)

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [] (this Agreement), is by and among BGC Partners, Inc., a Delaware corporation (BGC Partners), BGC Holdings, L.P., a Delaware limited partnership (BGC Holdings), BGC Partners, L.P., a Delaware limited partnership (BGC U.S. Opco and together with BGC Partners and BGC Holdings, the BGC Entities), Newmark Group, Inc., a Delaware corporation (Newmark), Newmark Holdings, L.P., a Delaware limited partnership (Newmark Holdings), Newmark Partners, L.P., a Delaware limited partnership (Newmark Opco and together with Newmark and Newmark Holdings, the Newmark Entities), and solely for purposes of Sections 2.09, 6.10, 6.11, 6.12, 6.13, 6.14 and 6.15 and Article XIII and Article IX, Cantor Fitzgerald, L.P., a Delaware limited partnership (Cantor), and solely for purposes of Sections 6.11 and 6.12 and Article VIII, BGC Global Holdings, L.P., a Cayman Islands limited partnership (BGC Global Opco and collectively, the Parties and each, a Party).

Newmark Group, Inc. – SEPARATION AND DISTRIBUTION AGREEMENT by and Among BGC PARTNERS, INC., BGC HOLDINGS, L.P., BGC PARTNERS, L.P., NEWMARK GROUP, INC., NEWMARK HOLDINGS, L.P., NEWMARK PARTNERS, L.P., and Solely for Purposes of Sections 2.09, 6.10, 6.11, 6.12, 6.13, 6.14 and 6.15, Article VIII and Article IX, CANTOR FITZGERALD, L.P. And Solely for Purposes of Sections 6.11 and 6.12 and Article VIII, BGC GLOBAL HOLDINGS, L.P. Dated as of [] (December 4th, 2017)

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [] (this Agreement), is by and among BGC Partners, Inc., a Delaware corporation (BGC Partners), BGC Holdings, L.P., a Delaware limited partnership (BGC Holdings), BGC Partners, L.P., a Delaware limited partnership (BGC U.S. Opco and together with BGC Partners and BGC Holdings, the BGC Entities), Newmark Group, Inc., a Delaware corporation (Newmark), Newmark Holdings, L.P., a Delaware limited partnership (Newmark Holdings), Newmark Partners, L.P., a Delaware limited partnership (Newmark Opco and together with Newmark and Newmark Holdings, the Newmark Entities), and solely for purposes of Sections 2.09, 6.10, 6.11, 6.12, 6.13, 6.14 and 6.15 and Article XIII and Article IX, Cantor Fitzgerald, L.P., a Delaware limited partnership (Cantor), and solely for purposes of Sections 6.11 and 6.12 and Article VIII, BGC Global Holdings, L.P., a Cayman Islands limited partnership (BGC Global Opco and collectively, the Parties and each, a Party).

Separation and Distribution Agreement by and Between Consol Energy Inc. And Consol Mining Corporation Dated as of November 28, 2017 (December 4th, 2017)

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of November 28, 2017 (this Agreement), is by and between CONSOL Energy Inc., a Delaware corporation to be renamed CNX Resources Corporation (Parent), and CONSOL Mining Corporation, a Delaware corporation to be renamed CONSOL Energy Inc. (CoalCo). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

CONSOL Mining Corp – Separation and Distribution Agreement by and Between Consol Energy Inc. And Consol Mining Corporation Dated as of November 28, 2017 (December 4th, 2017)

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of November 28, 2017 (this Agreement), is by and between CONSOL Energy Inc., a Delaware corporation to be renamed CNX Resources Corporation (Parent), and CONSOL Mining Corporation, a Delaware corporation to be renamed CONSOL Energy Inc. (CoalCo). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

Newmark Group, Inc. – Subject to the Terms Set Forth Below, Newmark Group, Inc. (Including Any Successor to Newmark Group, Inc., Whether by Merger, Consolidation, Sale of All or Substantially All of Its Assets or Otherwise, Newmark) Hereby Grants to (I) Cantor Fitzgerald, L.P. (Including Any Successor to Cantor Fitzgerald, L.P., Whether by Merger, Consolidation, Sale of All or Substantially All of Its Assets or Otherwise, CFLP), CF Group Management, Inc., the Managing General Partner of CFLP (Including Any Successor to CF Group Management, Inc., Whether by Merger, Consolidation, Sale of All or Substantially All of (November 21st, 2017)
Delphi Technologies PLC – Separation and Distribution Agreement by and Between Delphi Automotive Plc and Delphi Technologies Plc Dated as of November 15, 2017 (November 15th, 2017)

This SEPARATION AND DISTRIBUTION AGREEMENT is entered into effective as of November 15, 2017 (this Agreement), by and between Delphi Automotive PLC, a public limited company formed under the laws of Jersey (Aptiv) and Delphi Technologies PLC, a public limited company formed under the laws of Jersey and wholly owned subsidiary of Aptiv (Delphi Technologies). Aptiv and Delphi Technologies are each a Party and are sometimes referred to herein collectively as the Parties. Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

Delphi Automotive PLC – Separation and Distribution Agreement by and Between Delphi Automotive Plc and Delphi Technologies Plc Dated as of November 15, 2017 (November 15th, 2017)

This SEPARATION AND DISTRIBUTION AGREEMENT is entered into effective as of November 15, 2017 (this Agreement), by and between Delphi Automotive PLC, a public limited company formed under the laws of Jersey (Aptiv) and Delphi Technologies PLC, a public limited company formed under the laws of Jersey and wholly owned subsidiary of Aptiv (Delphi Technologies). Aptiv and Delphi Technologies are each a Party and are sometimes referred to herein collectively as the Parties. Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

Tiger Media – SEPARATION AND DISTRIBUTION AGREEMENT by and Among COGINT, INC. And RED VIOLET, INC. Dated as of September 6, 2017 (September 7th, 2017)

THIS SEPARATION AND DISTRIBUTION AGREEMENT, dated as of September 6, 2017 (this Agreement), is entered into by and among Cogint, Inc., a Delaware corporation (Cogint), and Red Violet, Inc., a Delaware corporation and a wholly-owned Subsidiary of Cogint (SpinCo). Each of the foregoing parties is referred to herein 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.

Separation and Distribution Agreement by and Among Vornado Realty Trust, Vornado Realty L.P., Jbg Smith Properties and Jbg Smith Properties Lp Dated as of July 17, 2017 (July 21st, 2017)

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of July 17, 2017 (this Agreement), is by and among Vornado Realty Trust, a Maryland real estate investment trust (Vornado), Vornado Realty L.P., a Delaware limited partnership (Vornado OP), JBG Smith Properties, a Maryland real estate investment trust (Newco), and JBG Smith Properties LP, a Delaware limited partnership (Newco OP). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

JBG SMITH Properties – Separation and Distribution Agreement by and Among Vornado Realty Trust, Vornado Realty L.P., Jbg Smith Properties and Jbg Smith Properties Lp Dated as of July 17, 2017 (July 21st, 2017)

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of July 17, 2017 (this Agreement), is by and among Vornado Realty Trust, a Maryland real estate investment trust (Vornado), Vornado Realty L.P., a Delaware limited partnership (Vornado OP), JBG Smith Properties, a Maryland real estate investment trust (Newco), and JBG Smith Properties LP, a Delaware limited partnership (Newco OP). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

Separation and Distribution Agreement by and Between Tegna Inc. And CARS.COM Inc. Dated as of May 31, 2017 (June 6th, 2017)

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of May 31, 2017 (this Agreement), is by and between TEGNA Inc., a Delaware corporation (Parent), and Cars.com Inc., a Delaware corporation (SpinCo). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

Cars.com Inc. – Separation and Distribution Agreement by and Between Tegna Inc. And CARS.COM Inc. Dated as of May 31, 2017 (June 5th, 2017)

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of May 31, 2017 (this Agreement), is by and between TEGNA Inc., a Delaware corporation (Parent), and Cars.com Inc., a Delaware corporation (SpinCo). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

Everett SpinCo, Inc. – Fourth Amendment to the Separation and Distribution Agreement (April 6th, 2017)

This FOURTH AMENDMENT TO THE SEPARATION AND DISTRIBUTION AGREEMENT, dated as of March 31, 2017 (this Fourth Amendment), is entered into by and between Hewlett Packard Enterprise Company, a Delaware corporation (Houston), and Everett SpinCo, Inc., a Delaware corporation and wholly owned Subsidiary of Houston (Everett). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Separation Agreement (as defined below).

Varex Imaging Corp – Separation and Distribution Agreement by and Between Varian Medical Systems, Inc. And Varex Imaging Corporation Dated as of January 27, 2017 (January 30th, 2017)

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of January 27, 2017 (this Agreement), is by and between Varian Medical Systems, Inc., a Delaware corporation (Parent), and Varex Imaging Corporation, a Delaware corporation (Varex). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

Separation and Distribution Agreement (January 30th, 2017)

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of January 27, 2017 (this Agreement), is by and between Varian Medical Systems, Inc., a Delaware corporation (Parent), and Varex Imaging Corporation, a Delaware corporation (Varex). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

Wytec International Inc – Separation and Distribution Agreement (January 10th, 2017)

THIS SEPARATION AND DISTRIBUTION AGREEMENT (the "Agreement"), is entered into as of this ____ day of ____ 2017, by and between Competitive Companies, Inc., a Nevada corporation (the "Company"), and Wytec International, Inc., a Nevada corporation ("Wytec"), with respect to the following facts: