ADMINISTRATIVE SERVICES AGREEMENT
by and among
LAZ-MD HOLDINGS LLC, LFCM HOLDINGS LL C
And
LAZARD GROUP LLC
全文目录如下:
详细内容见附件
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ARTICLE I |
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DEFINITIONS
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ARTICLE II |
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AGREEMENT TO PROVIDE AND ACCEPT SERVICES
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Section 2.01. |
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Provision of Services |
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Section 2.02. |
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Access |
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Section 2.03. |
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Cooperation |
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Section 2.04. |
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Performance Review |
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ARTICLE III |
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TERMS AND CONDITIONS; PAYMENT; INDEPENDENT CONTRACTORS |
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Section 3.01. |
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Terms and Conditions of Services |
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Section 3.02. |
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Payments |
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Section 3.03. |
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Disclaimer of Warranty |
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Section 3.04. |
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Use of Services |
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Section 3.04. |
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Records and Audit Rights |
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ARTICLE IV |
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TERM OF SERVICES
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ARTICLE V |
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FORCE MAJEURE
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ARTICLE VI |
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LIABILITIES
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Section 6.01. |
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Consequential and Other Damages |
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Section 6.02. |
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Release and Indemnity |
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ARTICLE VII |
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TERMINATION
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Section 7.01. |
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Termination |
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Section 7.02. |
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Breach of Services Agreement; Change of Control; Termination of Alliance Term |
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Section 7.03. |
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Sums Due |
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Section 7.04. |
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Effect of Termination |
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ARTICLE VIII |
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MISCELLANEOUS
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Section 8.01. |
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Assignment |
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Section 8.02. |
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No Third-Party Beneficiaries |
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Section 8.03. |
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Amendments |
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Section 8.04. |
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Waivers |
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Section 8.05. |
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Notices |
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Section 8.06. |
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Exhibits and Schedules; Interpretation |
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Section 8.07. |
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Counterparts |
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Section 8.08. |
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Entire Agreement |
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Section 8.09. |
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Severability |
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Section 8.10. |
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Delaware Court |
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Section 8.11. |
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Governing Law |
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Section 8.12. |
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Confidentiality; Title to Data |
Schedule 1– Lazard LAZ-MD Services
Schedule 2– Lazard LFCM Services
Schedule 3– LFCM Services
This ADMINISTRATIVE SERVICES AGREEMENT, dated as of May 10, 2005 (this "Services Agreement"), is by and among LAZ-MD Holdings LLC, a Delaware limited liability company ("LAZ-MD Holdings"), LFCM Holdings LLC, a Delaware limited liability company ("LFCM Holdings"), and Lazard Group LLC, a Delaware limited liability company ("Lazard Group").
Each of LAZ-MD Holdings, LFCM Holdings and Lazard Group is sometimes hereinafter referred to as a "Party "and collectively are referred to as the "Parties."
WHEREAS, LAZ-MD Holdings, LFCM Holdings and Lazard Group are parties to that certain Master Separation Agreement, dated as of the date hereof (the "Master Separation Agreement"), with Lazard Ltd, a Bermuda limited company, pursuant to which, on the date hereof, certain assets of Lazard Group and its Subsidiaries were contributed, transferred and assigned to LFCM Holdings and its Subsidiaries, and pursuant to which LFCM Holdings and its Subsidiaries assumed certain liabilities of Lazard Group and its Subsidiaries (the "Contribution"); and