Separation and Distribution Agreement Sample Contracts

EXHIBIT 6.3 SEPARATION AND DISTRIBUTION AGREEMENT
Separation and Distribution Agreement • November 15th, 2006 • SentiSearch, Inc. • New York
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SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN 3M COMPANY AND SOLVENTUM CORPORATION DATED AS OF MARCH 31, 2024
Separation and Distribution Agreement • April 4th, 2024 • 3m Co • Surgical & medical instruments & apparatus • Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of March 31, 2024 (this “Agreement”), is by and between 3M Company, a Delaware corporation (“Parent”), and Solventum Corporation, a Delaware corporation (“SpinCo”). 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 GENERAL ELECTRIC COMPANY and GE VERNOVA INC. Dated as of April 1, 2024
Separation and Distribution Agreement • April 2nd, 2024 • GE Vernova Inc. • Electronic & other electrical equipment (no computer equip) • Delaware

SEPARATION AND DISTRIBUTION AGREEMENT, dated as of April 1, 2024, by and between General Electric Company, a New York corporation (“Parent”) and GE Vernova Inc., a Delaware corporation (“SpinCo”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in Article I.

SEPARATION AND DISTRIBUTION AGREEMENT by and between HONEYWELL INTERNATIONAL INC. and RESIDEO TECHNOLOGIES, INC. Dated as of October 19, 2018
Separation and Distribution Agreement • October 19th, 2018 • Resideo Technologies, Inc. • Wholesale-hardware • New York

SEPARATION AND DISTRIBUTION AGREEMENT, dated as of October 19, 2018, by and between HONEYWELL INTERNATIONAL INC., a Delaware corporation (“Honeywell”), and RESIDEO TECHNOLOGIES, INC., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

EX-2.1 2 d146912dex21.htm EX-2.1 EXECUTION VERSION SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN VARIAN MEDICAL SYSTEMS, INC. AND VAREX IMAGING CORPORATION DATED AS OF JANUARY 27, 2017 Page -i- -ii- SCHEDULES Schedule 1.1(a) Commercial...
Separation and Distribution Agreement • May 5th, 2020 • Delaware

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 BY AND AMONG UNITED TECHNOLOGIES CORPORATION, CARRIER GLOBAL CORPORATION AND OTIS WORLDWIDE CORPORATION DATED AS OF APRIL 2, 2020
Separation and Distribution Agreement • April 8th, 2020 • Raytheon Technologies Corp • Aircraft engines & engine parts • Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of April 2, 2020 (this “Agreement”), is by and among United Technologies Corporation, a Delaware corporation (“UTC”), Carrier Global Corporation, a Delaware corporation (“Carrier”) and Otis Worldwide Corporation, a Delaware corporation (“Otis”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

AMENDED AND RESTATED SEPARATION AND DISTRIBUTION AGREEMENT by and among TYCO INTERNATIONAL LTD., PENTAIR LTD., and THE ADT CORPORATION Dated as of September 27, 2012
Separation and Distribution Agreement • October 1st, 2012 • Tyco International LTD • Services-miscellaneous business services • New York

AMENDED AND RESTATED SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of September 27, 2012, by and among TYCO INTERNATIONAL LTD., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Trident”), PENTAIR LTD. (formerly known as Tyco Flow Control International Ltd.), a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Fountain”) and, solely for the purposes of the Specified Sections of this Agreement, THE ADT CORPORATION, a Delaware corporation (“Athens NA”).

SEPARATION AND DISTRIBUTION AGREEMENT
Separation and Distribution Agreement • February 24th, 2009 • Teton Advisors, Inc. • Investment advice • New York

This Separation and Distribution Agreement (the “Agreement”) is dated as of February 19, 2009, among GAMCO Investors, Inc. (“GAMCO”) and Teton Advisors, Inc. (“TETON”). As used herein, GAMCO on the one hand, and TETON, on the other hand, are sometimes referred to individually as a “Party”, or together, as “Parties”.

SEPARATION AND DISTRIBUTION AGREEMENT by and among APARTMENT INVESTMENT AND MANAGEMENT COMPANY, AIMCO OP L.P., APARTMENT INCOME REIT CORP. and AIMCO PROPERTIES, L.P. dated as of December 15, 2020
Separation and Distribution Agreement • December 15th, 2020 • Aimco Properties L.P. • Operators of apartment buildings • Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of December 15, 2020, by and among Apartment Investment and Management Company, a Maryland corporation (“DevCo”), Aimco OP L.P., a Delaware limited partnership and a subsidiary of SpinCo OP (“DevCo OP”), Apartment Income REIT Corp., a Maryland corporation and a subsidiary of DevCo (“SpinCo”), and AIMCO Properties, L.P., a Delaware limited partnership and a subsidiary of SpinCo (“SpinCo OP”). DevCo, DevCo OP, SpinCo, and SpinCo OP 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 among TYCO INTERNATIONAL LTD., COVIDIEN LTD., and TYCO ELECTRONICS LTD. Dated as of June 29, 2007
Separation and Distribution Agreement • July 6th, 2007 • Tyco International LTD /Ber/ • Electronic connectors • New York

SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of June 29, 2007, by and among Tyco International Ltd., a Bermuda corporation (“Tyco”), Covidien Ltd., a Bermuda corporation (formerly known as Tyco Healthcare Ltd.) (“Healthcare”), and Tyco Electronics Ltd., a Bermuda corporation (“Electronics”). Each of Tyco, Healthcare and Electronics is sometimes referred to herein as a “Party” and collectively, as the “Parties”.

SEPARATION AND DISTRIBUTION AGREEMENT by and between Nuance Communications, Inc. and Cerence Inc. Dated as of September 30, 2019
Separation and Distribution Agreement • October 2nd, 2019 • Cerence Inc. • Services-prepackaged software • Delaware

SEPARATION AND DISTRIBUTION AGREEMENT, dated as of September 30, 2019, by and between Nuance Communications, Inc., a Delaware corporation (“Nuance”), and Cerence Inc., a Delaware corporation (“SpinCo”). 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 TIME WARNER INC. and AOL INC. Dated as of November 16, 2009
Separation and Distribution Agreement • November 17th, 2009 • Time Warner Inc. • Services-motion picture & video tape production • Delaware

SEPARATION AND DISTRIBUTION AGREEMENT dated as of November 16, 2009, by and between TIME WARNER INC., a Delaware corporation (“TWX”), and AOL INC., a Delaware corporation (“AOL”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof.

SEPARATION AND DISTRIBUTION AGREEMENT BETWEEN TRIMAS CORPORATION AND HORIZON GLOBAL CORPORATION Dated June 30, 2015
Separation and Distribution Agreement • July 6th, 2015 • Horizon Global Corp • Motor vehicle parts & accessories • Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of June 30,, 2015 (this “Agreement”), is between TriMas Corporation, a Delaware corporation (“TriMas”), and Horizon Global Corporation, a Delaware corporation (“Horizon”). TriMas and Horizon are sometimes referred to herein individually as a “Party”, and collectively as the “Parties”.

AMENDED AND RESTATED 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,...
Separation and Distribution Agreement • November 27th, 2018 • BGC Partners, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

This AMENDED AND RESTATED SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of November 23, 2018 (the “Execution Date”), 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

SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN ABBOTT LABORATORIES AND ABBVIE INC. DATED AS OF NOVEMBER 28, 2012
Separation and Distribution Agreement • November 30th, 2012 • AbbVie Inc. • Pharmaceutical preparations • Delaware

THIS SEPARATION AND DISTRIBUTION AGREEMENT, dated as of November 28, 2012, is by and between ABBOTT LABORATORIES, an Illinois corporation (“Abbott”), and ABBVIE INC., a Delaware corporation (“AbbVie”).

SEPARATION AND DISTRIBUTION AGREEMENT by and among R. R. DONNELLEY & SONS COMPANY, LSC COMMUNICATIONS, INC. and DONNELLEY FINANCIAL SOLUTIONS, INC. Dated as of September 14, 2016
Separation and Distribution Agreement • October 3rd, 2016 • Donnelley Financial Solutions, Inc. • Services-miscellaneous business services • Illinois

This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of September 14, 2016, is entered into by and among R. R. Donnelley & Sons Company, a Delaware corporation (“RRD”), LSC Communications, Inc., a Delaware corporation (“LSC”), and Donnelley Financial Solutions, Inc., a Delaware corporation (“Donnelley Financial”). Each of RRD, LSC and Donnelley Financial is referred to herein as a “Party” and collectively, as the “Parties”.

EX-2.1 2 d559197dex21.htm EX-2.1 EXECUTION VERSION SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN COVIDIEN PLC AND MALLINCKRODT PLC DATED AS OF JUNE 28, 2013 Page SCHEDULES Schedule 1.1 Intercompany Agreements Schedule 1.2 Legacy Indebtedness...
Separation and Distribution Agreement • May 5th, 2020 • New York

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of June 28, 2013 (this “Agreement”), is by and between Covidien plc, an Irish public limited company (“Covidien”), and Mallinckrodt plc, an Irish public limited company (“Mallinckrodt”). Mallinckrodt and Covidien 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 TYCO INTERNATIONAL LTD., TYCO INTERNATIONAL FINANCE S.A. THE ADT CORPORATION and ADT LLC Dated as of September 26, 2012
Separation and Distribution Agreement • December 21st, 2017 • ADT, Inc. • Services-detective, guard & armored car services • New York

SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), effective as of 10 a.m., Eastern Daylight Time, on September 26, 2012, by and among TYCO INTERNATIONAL LTD., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Tyco International”), TYCO INTERNATIONAL FINANCE S.A., a corporation organized under the laws of Luxembourg (“TIFSA”, and, together with Tyco International, “Tyco”), THE ADT CORPORATION, a Delaware corporation (“ADT NA”) and, solely for purposes of Section 2.2(d), ADT LLC, a Delaware limited liability company.

EX-2.1 2 d384343dex21.htm EX-2.1 SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN DELPHI AUTOMOTIVE PLC AND DELPHI TECHNOLOGIES PLC DATED AS OF [ 🌑 ], 2017 Schedules Schedule 1.1A Ancillary Agreements Schedule 1.1B Delphi Technologies Permits...
Separation and Distribution Agreement • May 5th, 2020 • New York

This SEPARATION AND DISTRIBUTION AGREEMENT is entered into effective as of [ 🌑 ] (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.

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SEPARATION AND DISTRIBUTION AGREEMENT by and among CORTEVA, INC., DOW INC., and DOWDUPONT INC. Dated as of April 1, 2019
Separation and Distribution Agreement • April 16th, 2019 • Corteva, Inc. • Agricultural production-crops • Delaware

SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of April 1, 2019, by and among DowDuPont Inc., a Delaware corporation (“DowDuPont” or “SpecCo”), Dow Inc., a Delaware corporation (“MatCo”) and Corteva, Inc., a Delaware corporation (“AgCo”). Each of SpecCo, MatCo and AgCo is sometimes referred to herein as a “Party” and collectively, as the “Parties.”

SEPARATION AND DISTRIBUTION AGREEMENT by and between UNITED ONLINE, INC. and FTD COMPANIES, INC. dated as of October 31, 2013
Separation and Distribution Agreement • November 6th, 2013 • United Online Inc • Services-computer programming, data processing, etc. • Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of October 31, 2013, by and between United Online, Inc., a Delaware corporation (“United Online”), and FTD Companies, Inc., a Delaware corporation (“FTD”). United Online and FTD are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.”

SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN KAR AUCTION SERVICES, INC. AND IAA, INC. DATED AS OF JUNE 27, 2019
Separation and Distribution Agreement • June 28th, 2019 • KAR Auction Services, Inc. • Retail-auto dealers & gasoline stations • Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of June 27, 2019 (this “Agreement”), is made and entered into by and between KAR Auction Services, Inc., a Delaware corporation (“KAR”), and IAA, 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.

FORM OF SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG W. R. GRACE & CO., W. R. GRACE & CO.-CONN. AND GCP APPLIED TECHNOLOGIES INC. DATED AS OF JANUARY 27, 2016
Separation and Distribution Agreement • January 28th, 2016 • GCP Applied Technologies Inc. • Chemicals & allied products • Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of January 27, 2016 (this “Agreement”), is by and among W. R. Grace & Co., a Delaware corporation (“Grace”), W. R. Grace & Co.-Conn., a Connecticut corporation (“Grace Conn”) and GCP Applied Technologies Inc., a Delaware corporation (“GCP”). 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 DOVER CORPORATION and APERGY CORPORATION Dated as of May 9, 2018
Separation and Distribution Agreement • May 14th, 2018 • DOVER Corp • Construction, mining & materials handling machinery & equip • New York

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.

EX-2.1 2 d185703dex21.htm EX-2.1 FORM OF SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN ALCOA INC. AND ALCOA UPSTREAM CORPORATION DATED AS OF [ ], 2016 Page -i- -ii- -iii- EXHIBITS Exhibit A Amended and Restated Certificate of Incorporation of...
Separation and Distribution Agreement • May 5th, 2020 • Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [ ], 2016 (this “Agreement”), is by and between Alcoa Inc., a Pennsylvania corporation (“Parent”), and Alcoa Upstream Corporation, a Delaware corporation (“UpstreamCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

EX-2.1 2 d944600dex21.htm EX-2.1 FORM OF SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG HEWLETT-PACKARD COMPANY, HEWLETT PACKARD ENTERPRISE COMPANY AND THE OTHER PARTIES HERETO Page Page Page EXHIBITS A Form of Transition Services Agreement B Form...
Separation and Distribution Agreement • May 5th, 2020 • Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of , 2015 (this “Agreement”), is by and among Hewlett-Packard Company, a Delaware corporation (“HP”); Hewlett Packard Enterprise Company, a Delaware corporation (“Enterprise”); solely for purposes of Schedule 2.13(d)(iii) and (iv), Section 6.3(b) and Section 6.7(c), Hewlett-Packard Bermuda Enterprises LP, a Bermuda limited partnership and wholly owned subsidiary of HP (“BLP 1 D5”), and Phoenix Holding LP, a Bermuda limited partnership and wholly owned subsidiary of HP (“Inc BLP C5”); and solely for purposes of Section 6.3(c) and Section 6.7(c), Hewlett-Packard Munich BV, a besloten vennootschap organized under the laws of the Netherlands and wholly owned subsidiary of HP (“Munich D2/D6”), and Gatriam Holding BV, a besloten vennootschap organized under the laws of the Netherlands and wholly owned subsidiary of HP (“E Munich C6”). Certain terms used in this Agreement are defined in Section 1.1.

SEPARATION AND DISTRIBUTION AGREEMENT among NORTHROP GRUMMAN CORPORATION, NEW P, INC., HUNTINGTON INGALLS INDUSTRIES, INC., NORTHROP GRUMMAN SHIPBUILDING, INC., and NORTHROP GRUMMAN SYSTEMS CORPORATION Dated as of March 29, 2011
Separation and Distribution Agreement • April 4th, 2011 • Northrop Grumman Corp /De/ • Search, detection, navagation, guidance, aeronautical sys • New York

SEPARATION AND DISTRIBUTION AGREEMENT, dated as of March 29, 2011 (this “Agreement”), among Northrop Grumman Corporation, a Delaware corporation (“NGC”), New P, Inc., a Delaware corporation (“New NGC”), Huntington Ingalls Industries, Inc., a Delaware corporation (“HII”), Northrop Grumman Shipbuilding, Inc., a Virginia corporation (“NGSB”), and Northrop Grumman Systems Corporation, a Delaware corporation (“NGSC”).

EX-2.1 2 d188073dex21.htm EX-2.1 EXECUTION VERSION SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN PNK ENTERTAINMENT, INC. PINNACLE ENTERTAINMENT, INC. AND, SOLELY WITH RESPECT TO Article VIII, GAMING AND LEISURE PROPERTIES, INC. Dated April 28,...
Separation and Distribution Agreement • May 5th, 2020 • Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of April 28, 2016 (this “Agreement”), is by and between PNK Entertainment, Inc., a Delaware corporation (“OpCo”), Pinnacle Entertainment, Inc., a Delaware corporation (“Pinnacle”), and, solely with respect to Article VIII, Gaming and Leisure Properties, Inc., a Pennsylvania corporation (“GLPI”).

EX-2.1 2 d529556dex21.htm SEPARATION AND DISTRIBUTION AGREEMENT EXECUTION VERSION SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN VALERO ENERGY CORPORATION AND CST BRANDS, INC. DATED AS OF APRIL 29, 2013 -i- -ii- ANNEX AND SCHEDULES Annex A...
Separation and Distribution Agreement • May 5th, 2020 • Texas

This SEPARATION AND DISTRIBUTION AGREEMENT, made and entered into effective as of April 29, 2013 (this “Agreement”), is by and between Valero Energy Corporation, a Delaware corporation (“Valero”), and CST Brands, Inc., a Delaware corporation and wholly owned subsidiary of Valero (“Corner Store”). 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 SMITH & WESSON BRANDS, INC. and AMERICAN OUTDOOR BRANDS, INC. Dated as of August 21, 2020
Separation and Distribution Agreement • August 26th, 2020 • American Outdoor Brands, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • Delaware

THIS SEPARATION AND DISTRIBUTION AGREEMENT (together with the Schedules and Annex hereto, as amended, amended and restated, supplemented, or modified from time to time, this “Agreement”), is entered into as of August 21, 2020, by and between Smith & Wesson Brands, Inc., a Nevada corporation (“SWBI”), and American Outdoor Brands, Inc., a Delaware corporation (“AOUT”).

Separation and Distribution Agreement
Separation and Distribution Agreement • December 23rd, 2008 • PDL Biopharma, Inc. • Biological products, (no disgnostic substances) • Delaware

This Separation and Distribution Agreement (this “Agreement”), dated as of December 17, 2008, is entered into by and between PDL BioPharma, Inc., a Delaware corporation (“PDL”), and Facet Biotech Corporation, a Delaware corporation (“Facet”) (each a “Party” and collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

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