SEPARATION AND DISTRIBUTION AGREEMENTSeparation and Distribution Agreement • May 10th, 2019 • IAA Spinco Inc. • Retail-auto dealers & gasoline stations • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [●], 2019 (this “Agreement”), is made and entered into by and between KAR Auction Services, Inc., a Delaware corporation (“KAR”), and IAA Spinco Inc., a Delaware corporation and wholly owned subsidiary of KAR (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in Article I.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • May 10th, 2019 • IAA Spinco Inc. • Retail-auto dealers & gasoline stations • Delaware
This TRANSITION SERVICES AGREEMENT, dated as of [●], 2019 (this “Agreement”), is made and entered into by and between KAR Auction Services, Inc., a Delaware corporation (“KAR”), and IAA Spinco Inc., a Delaware corporation and wholly owned subsidiary of KAR (“SpinCo”, and together with KAR, the “Parties”). For purposes of this Agreement, capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Separation and Distribution Agreement.
TAX MATTERS AGREEMENTTax Matters Agreement • May 10th, 2019 • IAA Spinco Inc. • Retail-auto dealers & gasoline stations
This TAX MATTERS AGREEMENT (this “Agreement”), is entered into as of [_____], between KAR Auction Services, Inc. (“KAR”), a Delaware corporation, and IAA Spinco Inc. (“Spinco” and, together with KAR, the “Parties”), a Delaware corporation and a wholly owned subsidiary of KAR. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, between the Parties (the “Separation and Distribution Agreement”).
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • May 10th, 2019 • IAA Spinco Inc. • Retail-auto dealers & gasoline stations
This EMPLOYEE MATTERS AGREEMENT, dated as of [●] (this “Agreement”), is by and between KAR Auction Services, Inc., a Delaware corporation (“KAR”), and IAA Spinco Inc., a Delaware corporation and wholly owned subsidiary of KAR (“SpinCo”).
