$1,600,000 Uses in Definitions Clause

Definitions from Purchase Agreement

This PURCHASE AGREEMENT, dated as of July 1, 2017, is made by and between NEWSTAR FINANCIAL, INC., a Delaware Corporation (Buyer), and FIFTH STREET HOLDINGS L.P., a Delaware limited partnership (Seller).

Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: Accounting Expert has the meaning set forth in Section 2.2(b). Advisers Act means the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder. Affiliate means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, the first Person, provided that the Company Funds shall be deemed not to be Affiliates of the Company or the Seller. Agreement means this Agreement, including the Disclosure Schedule and any Exhibits hereto, as such may be amended or restated from time to time. Allocation Statement has the meaning set forth in Section 2.5. Ancillary Agreements means all agreements, documents, instruments and certificates (other than this Agreement) executed and delivered in connection with the Transactions. Bankruptcy and Equity Exception has the meaning set forth in Section 3.2(a). Business means the business, activities and operations of the Company, including the management of the Company Funds, as currently conducted. Business Day means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close. Buyer has the meaning set forth in the Preamble. Buyer Indemnitees has the meaning set forth in Section 7.2(a). Cap means an amount equal $1,600,000. Client means any Person to which the Company provides collateral management, investment management or investment advisory services, including any sub-advisory services or similar services, including each Company Fund. Closing has the meaning set forth in Section 2.3. Closing Date has the meaning set forth in Section 2.3. Closing Loan Tapes has the meaning set forth in Section 6.15. Code means the Internal Revenue Code of 1986, as amended. Collateral Management Agreement means, as applicable, each of (i) that certain Collateral Management Agreement, dated as of February 19, 2015, entered into between Fifth Street Senior Loan Fund I, LLC and Fifth Street Management LLC as amended by that certain amendment, dated as of June 29, 2015, entered into between Fifth Street Senior Loan Fund I, LLC and Fifth Street Management LLC and as assigned to the Company by Fifth Street Management LLC pursuant to the terms of that certain Assignment and Assumption Agreement, dated as of September 28, 2015, entered into among Fifth Street Management LLC, the Company and Fifth Street Senior Loan Fund I, LLC and (ii) that certain Collateral Management Agreement, dated as of September 29, 2015, entered into between Fifth Street SLF II, Ltd. and the Company, in each case, as amended or supplemented from time to time. Company has the meaning set forth in the Recitals. Company Contract means any Contract to which the Company is a party or otherwise bound, including the Collateral Management Agreements. Company Fund means each of Fifth Street Senior Loan Fund I, LLC and Fifth Street SLF II, Ltd. Company Owned Securities has the meaning set forth in Section 4.14(c). Confidentiality Agreement means the confidentiality agreement, dated as of March 16, 2017, by and between Buyer and the Company, as the same may be amended from time to time. Confidentiality Representative has the meaning set forth in Section 6.2. Consent means, as the context requires, any consent, approval, notice, authorization, waiver, permit, license, grant, agreement, exemption or order of, or registration, declaration or filing with, any Person, including any Governmental Authority. Contract means any written agreement, contract, arrangement, understanding, obligation or commitment to which a Person is bound or to which its assets or properties are subject, and any amendments and supplements thereto. Control or Controlled means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise. For purposes of this definition, a general partner or managing member of a Person shall be deemed to Control such Person. Credit Agreement means the Credit Agreement, dated as of September 28, 2015, by and among the Company and the Credit Parties. Credit Parties means Bleachers Finance 1 Limited and the other lenders from time to time party to the Credit Agreement, and Natixis, New York Branch, as agent, under the Credit Agreement. Designated Manager shall have the meaning assigned to such term in the Amended and Restated Limited Liability Company Agreement of Fifth Street Senior Loan Fund I, LLC, dated as of February 19, 2015. Disclosure Schedule means the disclosure schedule of even date herewith delivered by Seller to Buyer in connection with the execution and delivery of this Agreement. Dispute Notice has the meaning set forth in Section 2.2(a). Disqualific

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this "Agreement") is dated as of March [_], 2016, between MassRoots, Inc. a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").

Definitions. In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Notes (as defined herein), and (b) the following terms have the meanings set forth in this Section 1.1: "Acquiring Person" shall have the meaning ascribed to such term in Section 4.7. "Action" shall have the meaning ascribed to such term in Section 3.1(j). "Affiliate" means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act. "Board of Directors" means the board of directors of the Company. "Business Day" means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. "Closing Date" means the Trading Day(s) on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto in connection with a Closing, and all conditions precedent to (i) the Purchasers' obligations to pay the Subscription Amount as to such Closing and (ii) the Company's obligations to deliver the Securities as to such Closing, in each case, have been satisfied or waived. "Closing" means the closing of the purchase and sale of the Securities pursuant to Section 2.2. "Closing Statement" means the Closing Statement in the form on Annex A attached hereto. "Commission" means the United States Securities and Exchange Commission. "Common Stock" means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. "Common Stock Equivalents" means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. "Company Counsel" means Thompson Hine LLP, with offices located at 335 Madison Avenue, 11th Floor, New York, New York 10017-4611. "Conversion Price" shall have the meaning ascribed to such term in the Notes. "Conversion Shares" shall have the meaning ascribed to such term in the Notes. "Disclosure Schedules" shall have the meaning ascribed to such term in Section 3.1. "Effective Date" means the earliest of the date that (a) all of the Securities have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions or (c) following the one year anniversary of the Closing Date provided that a holder of Securities is not an Affiliate of the Company, all of the Securities may be sold pursuant to an exemption from registration under Section 4(1) of the Securities Act without volume or manner-of-sale restrictions and Company counsel has delivered to such holders a standing written unqualified opinion that resales may then be made by such holders of the Securities pursuant to such exemption which opinion shall be in form and substance reasonably acceptable to such holders. "Evaluation Date" shall have the meaning ascribed to such term in Section 3.1(r). "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. "Exempt Issuance" means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an ent

Definitions from Stock Purchase Agreement

THIS STOCK PURCHASE AGREEMENT (this Agreement), dated as of January 15, 2014, is made by and among Kapsch TrafficCom IVHS Inc., a Delaware corporation (Purchaser), and Powell Industries, Inc., a Delaware corporation (Seller). Purchaser and Seller are sometimes referred to herein individually as a Party and collectively as the Parties.

Definitions. In this Agreement, the following terms shall have the following meanings: Acquisition Proposal shall mean any proposal or offer made by any Person other than Purchaser to acquire any part of the business or properties of the Company or any capital stock of or equity interest in the Company, whether by merger, consolidation, tender offer, exchange offer, sale of assets or similar transactions. Action means any judicial, administrative or arbitral action, suit, proceeding (public or private), claim or governmental proceeding. Affiliate means, with respect to any Person, (x) a director, officer or stockholder of such Person or (y) any other Person directly or indirectly controlling, controlled by, or under common control with such other Person. For purposes of determining whether a Person is an Affiliate, the term control and its correlative forms controlled by and under common control with shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of securities, contract or otherwise. Agreement shall have the meaning ascribed to such term in the first paragraph hereof. Basket Amount shall have the meaning ascribed to such term in Section 7.05(a) hereof. Books and Records shall have the meaning ascribed to such term in Section 5.02(c) hereof. Business shall have the meaning ascribed to such term in the Background section of this Agreement. Business Day means a day other than a Saturday, Sunday or other day on which commercial banks in New York State are authorized or required by law to close. Cap shall have the meaning ascribed to such term in Section 7.05(a). Closing shall have the meaning ascribed to such term in Section 2.03 hereof. Closing Balance Sheet means the unaudited balance sheet of the Company as of the Closing as finally determined and binding upon the Parties as provided for in Section 2.07 hereof. Closing Date shall have the meaning ascribed to such term in Section 2.03 hereof. Closing Net Working Capital means the Net Working Capital of the Company as of the Closing as finally determined and binding upon the Parties as provided for in Section 2.07 hereof. COBRA means the Consolidated Budget Reconciliation Act of 1985, as amended, together with the regulations promulgated thereunder. Code means the Internal Revenue Code of 1986, as amended. Company shall have the meaning ascribed to such term in the Background section of this Agreement. Company VEBA means a VEBA whose members include employees of the Company or any ERISA Affiliate of the Company. Competitive Business shall have the meaning ascribed to such term in Section 5.05(a)(i) hereof. Confidentiality Agreement means the Confidentiality Agreement, dated July 24, 2013, between Seller and Kapsch TrafficCom Holding Corp. Continued Employees shall have the meaning ascribed to such term in Section 5.10(a) hereof. Contract means any written or oral contract, agreement, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right, instrument or other commitment or obligation. Current Assets means, on a particular date, without duplication, the aggregate cash, accounts receivable, income taxes receivable, inventory and prepaid expenses (excluding deferred tax assets) of the Company, in each case as determined in accordance with GAAP. Current Liabilities means, on a particular date, without duplication, the aggregate current Liabilities, including without limitation trade accounts payable, accrued payroll and benefits and any other accruals (including accrued tax liabilities but excluding deferred tax liabilities of the Company), in each case as determined in accordance with GAAP. Disclosure Supplement shall have the meaning ascribed to such term in Section 5.08(a) hereof. Dispute Notice shall have the meaning ascribed to such term in Section 2.07(b) hereof. Employee Plans shall have the meaning ascribed to such term in Section 3.20(a) hereof. Encumbrance means any security interest, pledge, mortgage, lien, charge, encumbrance, conditional sale agreement, retention agreement, easement, deed of trust, hypothecation, conditional sale or restriction on transfer of title or voting. Environmental Claim means any claim, action, cause of action, investigation or written notice by any Person or entity alleging potential liability (including, without limitation, potential liability for investigatory costs, cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries, or penalties) arising out of, based on or resulting from: (a) the presence or Release of any Hazardous Materials at any location, whether or not owned or operated by the Company; or (b) circumstances forming the basis of any violation of any Environmental Law. Environmental Law means all federal, state, provincial, local and foreign laws and regulations relating to pollution or protection of hum

Definitions from Loan and Security Agreement

THIS LOAN AND SECURITY AGREEMENT (this Agreement) dated as of May 2, 2013 (the Effective Date) by and among SILICON VALLEY BANK, a California corporation (Bank), RELYPSA, INC., a Delaware corporation (Relypsa), and RELYPSA 106, LLC, a Delaware limited liability company (Relypsa 106; together with Relypsa, individually and collectively, Borrower), provides the terms on which Bank shall lend to Borrower and Borrower shall, jointly and severally, repay Bank. The parties agree as follows:

Definitions. As used in the Loan Documents, the word shall is mandatory, the word may is permissive, the word or is not exclusive, the words includes and including are not limiting, the singular includes the plural, and numbers denoting amounts that are set off in brackets are negative. As used in this Agreement, the following capitalized terms have the following meanings: Account is any account as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower. Affiliate is, with respect to any Person, each other Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Persons senior executive officers, directors, partners and, for any Person that is a limited liability company, that Persons managers and members. Agreement is defined in the preamble hereof. Bank is defined in the preamble hereof. Bank Entities is defined in Section 12.9. Bank Expenses are all audit fees and expenses, costs, and expenses (including reasonable attorneys fees and out-of-pocket expenses) for preparing, amending, negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise incurred with respect to Borrower in connection with the Loan Documents. Basic Rate is the per annum rate of interest (based on a year of 360 days) equal to the sum of (a) an amount equal to the U.S. Treasury note yield to maturity for a term equal to the Treasury Note Maturity as reported in the Federal Reserve Statistical Release H.15-Selected Interest Rates under the heading U.S. Government Securities/Treasury Constant Maturities on the day the Loan Supplement is prepared, plus (b) five and thirty-four hundredths percent (5.34%). (In the event Release H.15 is no longer published, Bank shall select a comparable publication to determine the U.S. Treasury note yield to maturity.) Borrower is defined in the preamble hereof. Borrowers Books are all Borrowers books and records including ledgers, federal and state tax returns, records regarding Borrowers assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information. Borrowing Resolutions are, with respect to any Person, those resolutions substantially in the form attached hereto as Exhibit D. Business Day is any day that is not a Saturday, Sunday or a day on which Bank is closed. Cash Equivalents means (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having the highest rating from either Standard & Poors Ratings Group or Moodys Investors Service, Inc.; and (c) Banks certificates of deposit issued maturing no more than one (1) year after issue. Claims is defined in Section 12.3. Code is the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State of California; provided, that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect to, Banks Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the State of California, the term Code shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions. Collateral is any and all properties, rights and assets of Borrower described on Exhibit A and, upon any Equipment Advance, any additional Equipment described in the Loan Supplement for such Equipment Advance. Compliance Certificate is that certain certificate in the form attached hereto as Exhibit B. Contingent Obligation is, for any Person, any direct or indirect liability, contingent or not, of that Person for (a) any indebtedness, lease, dividend, letter of credit or other obligation of another such as an obligation, in each case, directly or indirectly guaranteed, endorsed, co-made, discounted or sold with recourse by that Person, or for which that Person is directly or indirectly liable; (b) any obligations for undrawn letters of credit for the account of that Person; and (c) all obligations from any interest rate, currency o

Definitions from Loan and Security Agreement

THIS LOAN AND SECURITY AGREEMENT (this Agreement) dated as of May 2, 2013 (the Effective Date) by and among SILICON VALLEY BANK, a California corporation (Bank), RELYPSA, INC., a Delaware corporation (Relypsa), and RELYPSA 106, LLC, a Delaware limited liability company (Relypsa 106; together with Relypsa, individually and collectively, Borrower), provides the terms on which Bank shall lend to Borrower and Borrower shall, jointly and severally, repay Bank. The parties agree as follows:

Definitions. As used in the Loan Documents, the word shall is mandatory, the word may is permissive, the word or is not exclusive, the words includes and including are not limiting, the singular includes the plural, and numbers denoting amounts that are set off in brackets are negative. As used in this Agreement, the following capitalized terms have the following meanings: Account is any account as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower. Affiliate is, with respect to any Person, each other Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Persons senior executive officers, directors, partners and, for any Person that is a limited liability company, that Persons managers and members. Agreement is defined in the preamble hereof. Bank is defined in the preamble hereof. Bank Entities is defined in Section 12.9. Bank Expenses are all audit fees and expenses, costs, and expenses (including reasonable attorneys fees and out-of-pocket expenses) for preparing, amending, negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise incurred with respect to Borrower in connection with the Loan Documents. Basic Rate is the per annum rate of interest (based on a year of 360 days) equal to the sum of (a) an amount equal to the U.S. Treasury note yield to maturity for a term equal to the Treasury Note Maturity as reported in the Federal Reserve Statistical Release H.15-Selected Interest Rates under the heading U.S. Government Securities/Treasury Constant Maturities on the day the Loan Supplement is prepared, plus (b) five and thirty-four hundredths percent (5.34%). (In the event Release H.15 is no longer published, Bank shall select a comparable publication to determine the U.S. Treasury note yield to maturity.) Borrower is defined in the preamble hereof. Borrowers Books are all Borrowers books and records including ledgers, federal and state tax returns, records regarding Borrowers assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information. Borrowing Resolutions are, with respect to any Person, those resolutions substantially in the form attached hereto as Exhibit D. Business Day is any day that is not a Saturday, Sunday or a day on which Bank is closed. Cash Equivalents means (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having the highest rating from either Standard & Poors Ratings Group or Moodys Investors Service, Inc.; and (c) Banks certificates of deposit issued maturing no more than one (1) year after issue. Claims is defined in Section 12.3. Code is the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State of California; provided, that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect to, Banks Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the State of California, the term Code shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions. Collateral is any and all properties, rights and assets of Borrower described on Exhibit A and, upon any Equipment Advance, any additional Equipment described in the Loan Supplement for such Equipment Advance. Compliance Certificate is that certain certificate in the form attached hereto as Exhibit B. Contingent Obligation is, for any Person, any direct or indirect liability, contingent or not, of that Person for (a) any indebtedness, lease, dividend, letter of credit or other obligation of another such as an obligation, in each case, directly or indirectly guaranteed, endorsed, co-made, discounted or sold with recourse by that Person, or for which that Person is directly or indirectly liable; (b) any obligations for undrawn letters of credit for the account of that Person; and (c) all obligations from any interest rate, currency o

Definitions from Contribution Agreement

This Contribution Agreement (this Agreement) is made and entered into as of October 26, 2010, by and among Williams Production RMT Company LLC (RMT), Williams Energy Services, LLC (WES), Williams Partners GP LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner and together with RMT and WES, the Contributing Parties), Williams Partners L.P., a Delaware limited partnership (the Partnership), Williams Partners Operating LLC, a Delaware limited liability company (the Operating Company), and Williams Field Services Group, LLC, a Delaware limited liability company (WFSG, and together with the Partnership and the Operating Company, the Partnership Parties).

Definitions. The respective terms defined in this Section 1.1 shall, when used in this Agreement, have the respective meanings specified herein, with each such definition equally applicable to both singular and plural forms of the terms so defined: Accounting Firm shall have the meaning ascribed to such term in Section 2.4(b). Additional General Partner Units shall have the meaning ascribed to such term in Section 2.2(a)(iii). Additional GP Interest means $1,600,000. Adjustment Period has the meaning ascribed to such term in Section 2.5(a)(i). Affiliate when used with respect to a Person, means any other Person that directly or indirectly controls, is controlled by or is under common control with such first Person; provided, however, that (i) with respect to the Contributing Parties or Williams, the term Affiliate shall exclude each of the Partnership Parties, (ii) with respect to the Partnership Parties, the term Affiliate shall exclude each of the Contributing Parties and (iii) the Contributed Company shall be deemed to be an Affiliate (x) prior to the Closing, of the Contributing Parties and (y) on and after the Closing, of the Partnership Parties. No Person shall be deemed an Affiliate of any Person solely by reason of the exercise or existence of rights, interests or remedies under this Agreement. Aggregate Consideration shall have the meaning ascribed to such term in Section 2.2(a). Agreement has the meaning ascribed to such term in the preamble. Ancillary Agreements means each of the CCA Agreement, the Gas Gathering Agreement, the Omnibus Agreement, the Assignment and Bill of Sale and the Secondment Agreement. Applicable Law has the meaning ascribed to such term in Section 3.3(a). Assignment and Assumption Agreement means an Assignment, Assumption and Indemnification Agreement substantially in the form attached to the CCA Agreement as Exhibit C. Assignment and Bill of Sale means the Assignment, Conveyance, Quitclaim and Bill of Sale substantially in the form of Exhibit E. Associated Employees has the meaning ascribed to such term in Section 3.16(a). Bargath has the meaning ascribed to such term in the recitals. Board of Directors has the meaning ascribed to such term in the recitals. Cash Consideration shall have the meaning ascribed to such term in Section 2.2(a)(i). CCA Agreement means the Conveyance, Contribution and Assumption Agreement substantially in the form of Exhibit A hereto. Ceiling Amount shall have the meaning ascribed to such term in Section 9.10(a). CERCLA means the Comprehensive Environmental Response, Compensation, and Liability Act. Closing shall have the meaning ascribed to such term in Section 2.3(a). Closing Date shall have the meaning ascribed to such term in Section 2.3(a). Closing Documents means the Contributing Parties Closing Documents and the Partnership Parties Closing Documents. Code means the Internal Revenue Code of 1986, as amended. Common Units has the meaning assigned to such term in the Partnership Agreement. Conflicts Committee means the conflicts committee of the Board of Directors. Contributed Company means, as of the date hereof, Bargath and Wilgath LLC and, as of the Closing Date, Bargath as the surviving entity of a merger with Wilgath LLC and, in each case, if the context so requires, their respective predecessors. Contributed Interests has the meaning ascribed to such term in the recitals. Contributing Indemnified Parties shall have the meaning ascribed to such term in Section 9.2. Contributing Parties has the meaning ascribed to such term in the preamble. Contributing Parties Aggregated Group has the meaning ascribed to such term in Section 3.14(d). Contributing Parties Closing Certificate shall have the meaning ascribed to such term in Section 6.1(a). Contributing Parties Closing Documents means the Ancillary Agreements as executed by the Contributing Parties and their Affiliates, as applicable, and the Contributing Parties Closing Certificates. control and its derivatives, mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. Credit Facility means the Credit Agreement, dated as of February 17, 2010, by and among the Partnership, Transcontinental Gas Pipe Line Company, LLC, Northwest Pipeline GP, the lenders party thereto and Citibank, N.A., as administrative agent. Damages means liabilities and obligations, including all losses, deficiencies, costs, expenses, fines, interest, expenditures, claims, suits, proceedings, judgments, damages, and reasonable attorneys fees and reasonable expenses of investigating, defending and prosecuting litigation. Deductible Amount shall have the meaning ascribed to such term in Section 9.10(a). Delaware LLC Act means the Delaware Limited Liability Company Act, as amended. Delaware LP Act means the Delaware Revised Uniform Limited Partnership Act, as amended. Distribution Adjustment

Definitions from Loan Agreement

THIS LOAN AGREEMENT dated as of September 1, 2006 (this Agreement) among GE Capital Public Finance, Inc., a Delaware corporation, as lender (with its successors and assigns, Lender), Washington Economic Development Finance Authority, a public body corporate and politic with perpetual corporate succession, constituting an instrumentality of the State of Washington (the State), as issuer (Issuer), and Absorption Corp., a Nevada corporation, as borrower (Borrower).

Definitions. The following terms used herein will have the meanings indicated below unless the context clearly requires otherwise: Acquisition Costs means the contract price paid or to be paid to the Vendors or reimbursed to Borrower for any portion of the Equipment upon Borrowers acceptance thereof, including administrative, engineering, legal, financial and other costs incurred by Lender, Issuer, Borrower, Escrow Agent and Vendors in connection with the acquisition, installation and financing by Lender of such Equipment, which Acquisition Costs are set forth in Exhibit A hereto. Act means Chapter 43.163 Revised Code of Washington, as amended from time to time. Agreement means this Agreement, including all exhibits hereto, as any of the same may be supplemented or amended from time to time in accordance with the terms hereof. Assignment means the Assignment of even date herewith among Issuer, Lender and Borrower. Bond means Issuers $1,600,000 Economic Development Revenue Bond, Series 2006I (Absorption Corp. Project), in the form attached hereto as Exhibit E. Borrower means Absorption Corp., a Nevada corporation. Business Day means a day other than a Saturday or Sunday on which banks are generally open for business in New York, New York. Certificate Regarding Use of Proceeds means the Certificate Regarding Use of Proceeds dated the date of issuance of the Bond and executed by Borrower. Code means the Internal Revenue Code of 1986, as amended, and United States Treasury regulations promulgated thereunder. Default means an event that, with giving of notice or passage of time or both, would constitute an Event of Default as provided in Article XI hereof. Determination of Taxability means any determination, decision or decree by the Commissioner of Internal Revenue, or any District Director of Internal Revenue or any court of competent jurisdiction, or an opinion obtained by Lender of counsel qualified in such matters, that an Event of Taxability shall have occurred. A Determination of Taxability also shall be deemed to have occurred on the first to occur of the following:

Definitions from Purchase and Sale Agreement

This PURCHASE AND SALE AGREEMENT is made as of the 30th day of May, 2006, by and among Cherry Creek Radio LLC, a limited liability company organized under the laws of the State of Delaware (Buyer), Fisher Communications Inc., a corporation organized under the laws of the State of Washington (Parent), and Fisher Radio Regional Group Inc., a corporation organized under the laws of the State of Washington (Seller).

Definitions. When used in this Agreement, the following terms shall have the meanings specified: Accountants shall have the meaning set forth in Section 2.5(g). Accounts Receivable shall mean all trade accounts receivable of Seller immediately prior to the Closing, as determined in accordance with GAAP. Adjustment Amount shall have the meaning set forth in Section 2.5(f). Adjustment List shall have the meaning set forth in Section 2.5(f). Affiliate shall mean, with respect to any Person, any other Person that, directly or indirectly, Controls, is Controlled by, or is under common Control with, the specified Person. Agreement shall mean this Purchase and Sale Agreement, together with the Schedules and the Exhibits attached hereto, as the same shall be amended from time to time in accordance with the terms hereof. Alternative Transaction shall have the meaning set forth in Section 11.10. Assignment Application shall have the meaning set forth in Section 3.2. Assumed Liabilities shall mean the Transferred Obligations; provided, however, that if a Bifurcated Closing occurs pursuant to Section 2.3(b), then Assumed Liabilities shall mean (A) in the case of the Primary Closing, all of the Transferred Obligations arising in connection with or otherwise relating to the Primary Stations and (B) in the case of the Great Falls Closing, all of the Transferred Obligations arising in connection with or otherwise relating to the Great Falls Stations. Assumption Agreement shall mean an instrument in the form of EXHIBIT A attached hereto by which the Assumed Liabilities are to be accepted by Buyer. Benefit Arrangements shall mean a benefit program or practice providing for bonuses, incentive compensation, vacation pay, severance pay, insurance, restricted stock, stock options, employee discounts, company cars, tuition reimbursement or any other perquisite or benefit (including, without limitation, any fringe benefit under Section 132 of the Code) to employees, officers or independent contractors that is not a Plan. Bifurcated Closing shall have the meaning set forth in Section 2.3(b). Bill of Sale and Assignment shall mean an instrument in the form of EXHIBIT B attached hereto, by which Seller will convey to Buyer title to the Purchased Assets. Business shall mean the assets, business and operations of the Stations conducted by Seller but shall exclude the business, operations, assets and all other properties of Parent and all other entities affiliated with Parent, to the extent not used primarily or in any material manner in the operation of the Stations. For purposes of clarification, it is understood that an asset of an entity that may have been indirectly used or assisted in the operation of the Stations shall be excluded from the definition of Business if such asset is not used primarily in the operation of the Stations, and is not physically located at the Stations. Buyer shall mean Cherry Creek Radio LLC, a Delaware limited liability company, its successors or assigns. Buyer Indemnified Parties shall have the meaning set forth in Section 9.1. Buyers Closing Certificate shall mean a certificate of Buyer in the form of EXHIBIT C attached hereto. Buyers Information shall have the meaning set forth in Section 11.9(b). Cash shall mean all monies of Seller relating to the Stations, whether in the form of cash, cash equivalents, marketable securities or deposits in bank accounts prior to the Closing Date. Claims shall have the meaning set forth in Section 9.1. Closing shall have the meaning set forth in Section 2.3(a). Closing Date shall have the meaning set forth in Section 2.3(b). COBRA shall have the meaning set forth in Section 4.24(b). Code shall mean the Internal Revenue Code of 1986, as amended. Collection Period shall have the meaning ascribed to it in Section 2.11(b). Communications Act shall have the meaning set forth in Section 4.16. Communications Laws shall have the meaning set forth in Section 4.16. Consolidated Tradeout Credit shall have the meaning set forth in Section 2.5(d). Consultant shall have the meaning set forth in Section 6.2(d)(I). Contract Assignment shall mean an instrument, in the form of EXHIBIT E attached hereto, by which Seller assigns the Contracts to Buyer and Buyer assumes the then remaining rights and obligations of Seller under the Contracts. Contracts shall mean (i) those agreements (other than those included in the Retained Assets and other than the Leases) under which Seller conducts the business of the Stations, including all contractual obligations incurred by Seller for the Program Rights, that are listed on SCHEDULE 1.2 and (ii) contracts for the sale of advertising time on the Stations entered into in the ordinary course of Sellers business. Notwithstanding the foregoing definition, the parties hereby acknowledge that those certain Contracts that are expressly identified on SCHEDULE 1.2 as Group Contracts may benefit affiliates of Seller, and with respect to those Group Contracts that are expr

Definitions from Agreement and Plan of Merger

This Agreement and Plan of Merger (this Agreement) is made and entered into as of December 9 2005 by and among Celtron International, Inc., a Nevada corporation (Celtron), Celtron S3 Acquisition Corp., a California corporation (Merger Sub), Satellite Security Systems, Inc., a California corporation (S3), and Opus International, LLC, a Maryland limited liability company (Opus), with reference to the following facts:

Definitions. All terms defined in this Agreement shall have the defined meanings when used herein or in any agreement, note, certificate, report, or other document made or delivered pursuant hereto, unless otherwise defined or the context otherwise requires. The following terms shall have the following meanings: Action means any action, arbitration, audit, examination, investigation, hearing, proceeding or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, and whether public or private) commenced, brought, conducted or heard by or before any Governmental Authority. Affiliate shall mean, with respect to any specified Person, (a) any other Person who, directly or indirectly, owns or controls, is under common ownership or control with, or is owned or controlled by, such specified Person, (b) any other Person who is a director, officer, partner or trustee of the specified Person or a Person described in clause (a) of this definition or any spouse of the specified Person or any such other Person, (c) any relative of the specified Person or any other Person described in clause (b) of this definition, or (d) any Person of which the specified Person and/or any one or more of the Persons specified in clause (a),(b) or (c) of this definition, individually or in the aggregate, beneficially own 20% or more of any class of voting securities or otherwise have a substantial beneficial interest. Business Condition of any Person shall mean the condition (financial or other), earnings, results of operations, business, properties or prospects of such Person. Business Day shall mean any day except a Saturday, Sunday or other day on which commercial banks in the city of Los Angeles, California are authorized by law to close. Contract shall mean any written or oral note, bond, debenture, mortgage, license, agreement, commitment, document, instrument, contract, practice or understanding. Celtron Common Stock shall mean the Common Stock of Celtron. Celtron Contract shall mean a Contract to which any member of the Celtron Group is a party. Celtron Current Balance Sheet shall mean the balance sheet of Celtron as of September 30, 2005. Celtron Disclosure Schedule shall mean the schedule of exceptions to Celtron's representations and warranties made pursuant to Section hereof. Celtron Financial Statements shall mean the following financial statements that are part of the Celtron SEC filings: (a) the balance sheet of Celtron as of December 31, 2004, and the related statements of operations, shareholders' equity and cash flows for the years then ended, together with the report of Celtrons independent auditors on such financial statements; and (b) the balance sheet of Celtron as of September 30, 2005 and the related statements of operations and cash flows for the nine months then ended. Celtron Group shall mean Celtron, its Subsidiaries (including Merger Sub) and Orbtech Holdings, Ltd. Celtron Material Contract shall mean any Contract required to be described in the Celtron Disclosure Schedule pursuant to Section of this Agreement. Celtron SEC Filings shall mean the filings by Celtron with the SEC under the Securities Act and the Securities Exchange Act since January 1, 2004. CGCL shall mean the California General Corporation Law. Closing shall mean the closing of the transactions contemplated by this Agreement and Closing Date shall mean the date of the Closing. Contract shall mean any written, oral or other agreement, contract, subcontract, lease, understanding, instrument, note, warranty, insurance policy, benefit plan or legally binding commitment or undertaking of any nature. Damages shall mean any and all losses, liabilities, obligations, costs, expenses, damages or judgments of any kind or nature whatsoever (including reasonable attorneys, accountants and experts fees, disbursements of counsel, and other costs and expenses incurred pursuing indemnification claims under Section ). Dissenting Shares shall have the meaning assigned to such term in Section . Effective Time shall have the meaning set forth in Section of this Agreement. Equity Securities of any Person shall mean the capital stock of such Person and/or any Stock Equivalents of such Person. Employee Plan with respect to any Person shall mean any plan, arrangement or Contract providing compensation or benefits to, for or on behalf of employees and/or directors of such Person, including employment, deferred compensation, retirement or severance Contracts; plans pursuant to which Equity Securities are issued, including stock purchase, stock option, stock appreciation rights plans; bonus, severance or incentive compensation plans or arrangements; supplemental unemployment benefit, hospitalization or other medical, life or other insurance; and ERISA Plans. "Environmental Laws" shall mean any Law currently in effect, pertaining to the protection of employee health or the environment, including, without limitation, the Comprehensive Environm

Definitions from Stock Purchase Agreement

This STOCK PURCHASE AGREEMENT, dated as of October 14, 2004, is entered into by and among RICHARD L. MONTGOMERY, FRED D. THORNTON and DANIEL E. TURISSINI, each a resident of the state of Virginia (each, a Shareholder and collectively, the Shareholders); WIDEPOINT CORPORATION, a Delaware corporation (the Purchaser); and OPERATIONAL RESEARCH CONSULTANTS, INC., a Virginia corporation (the Company). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article 10.

Definitions. As used in this Agreement, the following defined terms shall have the meanings indicated below: 2004 Stock Consideration means the portion of the shares of Purchaser Stock included in the Maximum Stock Consideration that are released from the Escrow Agreement and delivered to the Shareholders pursuant to Section 1.4(a)(ii) hereof in the amount determined pursuant to Section 1.4(c) hereof. The 2004 Stock Consideration shall be released and delivered to each Shareholder in the proportion that the total number of shares of Purchaser Stock included in the Maximum Stock Consideration and designated in such Shareholders name bears to total number of shares of Purchaser Stock included in the Maximum Stock Consideration. 2005 Stock Consideration means the portion of the shares of Purchaser Stock included in the Maximum Stock Consideration that are released from the Escrow Agreement and delivered to the Shareholders pursuant to Section 1.4(a)(iii)(x) hereof in the amount determined pursuant to Section 1.4(d)(i) hereof. The 2005 Stock Consideration shall be released and delivered to each Shareholder in the proportion that the total number of shares of Purchaser Stock included in the Maximum Stock Consideration and designated in such Shareholders name bears to total number of shares of Purchaser Stock included in the Maximum Stock Consideration. Acquisition Consideration is defined in Section 1.4(a)(iv) hereof. Actions or Proceedings means any action, suit, complaint, subpoena, petition, investigation, proceeding, arbitration, mediation, litigation or Governmental or Regulatory Authority investigation, audit, document request or other proceeding, whether civil or criminal, in law or in equity, or before any arbitrator or Governmental or Regulatory Authority. Actual Stock Consideration means the sum of the 2004 Stock Consideration and the 2005 Stock Consideration. Affiliate means, as applied to any Person, any other Person directly or indirectly controlling, controlled by or under common control with, that Person. For the purposes of this definition, control (including with correlative meanings, the terms controlling, controlled by, and under common control with) as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through ownership of voting securities or by contract or otherwise. Aggregate Closing Consideration is defined in Section 1.4(a)(i)(x) hereof. Agreement means this Stock Purchase Agreement, including (unless the context otherwise requires) the Exhibits, the Company Disclosure Schedule and the certificates and instruments delivered in connection herewith, or incorporated by reference, as the same may be amended or supplemented from time to time in accordance with the terms hereof. Approval means any approval, authorization, consent, novation, permit, qualification or registration, or any waiver of any of the foregoing, required to be obtained from or made with, or any notice, statement or other communication required to be filed with or delivered to, any Governmental or Regulatory Authority or any other Person. Assets and Properties of any Person means all assets and properties of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible, whether absolute, accrued, contingent, fixed or otherwise and wherever situated), including the goodwill related thereto, operated, owned, licensed or leased by such Person, including cash, cash equivalents, Investment Assets, accounts and notes receivable, chattel paper, documents, instruments, general intangibles, real estate, equipment, inventory, goods and Intellectual Property. Associate means, with respect to any Person, any corporation or other business organization of which such Person is an officer or partner or is the beneficial owner, directly or indirectly, of ten percent (10%) or more of any class of equity securities, any trust or estate in which such Person has a substantial beneficial interest or as to which such Person serves as a trustee or in a similar capacity and any relative or spouse of such Person, or any relative of such spouse, who has the same home as such Person. Books and Records means all files, documents, instruments, papers, books and records relating to the Business or Condition of the Company, including, without limitation, financial statements, internal reports, Tax Returns and related work papers and letters from accountants, budgets, pricing guidelines, ledgers, journals, deeds, title policies, minute books, stock certificates and books, stock transfer ledgers, Contracts, Licenses, customer lists, computer files and programs (including data processing files and records), retrieval programs, operating data and plans and environmental studies and plans, excluding, however, in all cases any materials that contain any confidential information of any third party (other than