Acquired Companies Uses in Definitions Clause

Definitions from Membership Interest Purchase Agreement

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT ("Agreement") is made as of the 27th day of July, 2016, by and between Sharecare, Inc., a corporation incorporated under the laws of the State of Delaware ("Purchaser"), Healthways SC, LLC a limited liability company organized under the laws of the State of Delaware (the "Company"), and Healthways, Inc., a corporation incorporated under the laws of the State of Delaware (the "Seller").

Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings given: "ACA" means the Patient Protection and Affordable Care Act (Pub. L. 111-148), as amended by the Health Care and Education Reconciliation Act of 2010 (Pub. L. 111-152). "Accounting Firm" shall have the meaning set forth in Section 2.3(d). "ACER" means the Adjustable Convertible Equity Right, between Purchaser and the Seller, in the form attached hereto as Exhibit B. "Acquired Business" shall have the meaning set forth in Section 2.4(f). "Acquired Company" means the Company and, as of the Closing, each of its Subsidiaries. "Acquired Subsidiary" means each Acquired Company other than the Company; provided, however, that the term "Acquired Subsidiary" shall not include Foreign Holdco until after it has been formed in accordance with Section 3.3(a). "Act" means the Securities Act of 1933. "Affiliate" means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under direct or indirect common control with such other Person. "Agreement" shall have the meaning set forth in the Preamble. "Amended Certificate" means Purchaser's Amended and Restated Certificate of Incorporation, the form of which is attached hereto as Exhibit C. "Assignable Right" shall have the meaning set forth in Section 6.10. "Assumed Liabilities" shall have the meaning ascribed to such term in the Contribution and Assumption Agreement. "Balance Sheet" shall have the meaning set forth in Section 3.8. "Blue Zone Community Transformation Projects" means the Seller's and its Subsidiaries' community-based programs meant to make permanent and/or semi-permanent changes within a community that improve its health and well-being through community education, community activation, "blueprints for change" and policy adoption. "Blue Zone Lease Assignments" means the assignment of leases in Fort Worth, Portland and Klamath Falls relating to the Blue Zone Community Transformation Projects, substantially in the form set forth on Exhibit D. "Blue Zones" means Blue Zones, LLC, a Delaware limited liability company. "Business Audited Financial Statements" shall have the meaning set forth in Section 3.8. "Business Confidential Information" shall have the meaning set forth in Section 3.19(k). "Business Day" means a day other than a Saturday, Sunday or other day on which commercial banks in Atlanta, Georgia are authorized or required by Law to close. "Business Employees" means all individuals who are actively employed by any Acquired Company on the Closing Date. "Business Financial Statements" shall have the meaning set forth in Section 3.8. "Business Unaudited Financial Statements" shall have the meaning set forth in Section 3.8. "Cap Amount" shall have the meaning set forth in Section 8.5(a)(ii). "Cap Table" shall have the meaning set forth in Section 5.2. "Care Transitions Solutions" means a facility-based and telephonic program focused on reduction of avoidable readmissions for 90 days post-discharge for patients who are identified by the Seller's readmission risk identification algorithm and agree to participate in the program. "Cash Flow Statement" shall have the meaning set forth in Section 2.4(b)(i). "CF Objection Notice" shall have the meaning set forth in Section 2.4(b)(ii). "CF Resolution Period" shall have the meaning set forth in Section 2.4(b)(ii). "Closing" shall have the meaning set forth in Section 2.1. "Closing Date" shall have the meaning set forth in Section 2.1. "Closing Date Balance Sheet" shall have the meaning set forth in Section 2.3(a). "COBRA" means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. "Code" means the Internal Revenue Code of 1986, as amended from time to time, and the regulations issued thereunder. "Committee" shall have the meaning set forth in Section 2.4(c). "Company" shall have the meaning set forth in the Preamble. "Company Disclosure Letter" shall have the meaning set forth in the first paragraph of Article 3. "Company Expenses" means all costs and expenses payable by an Acquired Company at or after Closing (and not included as a Current Liability in the determination of Final Working Capital Amount) to third parties in connection with or otherwise triggered by the transactions contemplated by the Contribution and Assumption Agreement or this Agreement, including legal counsel, accountants, brokers and tax, investment and other advisors, and any severance payments, change of control payments or retention payments, including any retention bonuses and transition assistance bonuses payable at or after Closing and any annual bonuses, in each case, to the extent attributable to pre-Closing periods (in each case, as applicable, including the employer's 1.45% Medicare contribution). "Company IP Rights" means any and all Intellectual Property used in the PH Business. "Company IP Rights Agreements" means any Contract pursuant to which (i) a third par

Definitions from Purchase and Sale Agreement

Definitions. When used in this Agreement, the following terms shall have the meanings assigned to them in this Article I or in the applicable Section of this Agreement to which reference is made in this Article I."Accounting Principles" means GAAP applied on a basis consistent with its application in the preparation of the Balance Sheets."Accounts Receivable" means (a) any trade accounts receivable and other rights to payment from customers of the Business and (b) any other account or note receivable Related to the Business, together with, in each case, the full benefit of any security interest of any member of the Seller Group therein."Acquired Benefit Plan" means each Business Benefit Plan identified on Section 4.20(c) of the Seller Disclosure Schedule as an Acquired Benefit Plan and sponsored, maintained or contributed to by an Acquired Company as of the Closing Date."Acquired Companies" means, collectively, Cibramed, Alphatec Pacific, Japan Ortho, Alphatec Medical, Scient'x Asia and Scient'x AUS."Affiliate" means, with respect to any specified Person, any other Person directly or indirectly controlling, controlled by or under common control with such specified Person, provided, that for the purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" and "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by Contract or otherwise."Alphatec Medical" means Alphatec Medical Device (Shanghai) Co. Ltd., a company formed and existing pursuant to the laws of China."Alphatec Pacific" means Alphatec Pacific, Inc., a company formed and existing pursuant to the laws of Japan."Alphatec Spine" means Alphatec Spine GmbH, a company formed and existing pursuant to the laws of Germany."Alphatec Spine UK" means Alphatec Spine UK Ltd., a company formed and existing pursuant to the laws of the United Kingdom."Alphatec Spine US" means Alphatec Spine, Inc., a company formed and existing pursuant to the laws of the United States of America and the State of California."Ancillary Agreements" means the Supply Agreement, the Bills of Sale, the Assignment and Assumption Agreements, the Assignment and Assumption of Lease Agreements, the Credit Agreement, the Intercreditor Agreement, the Transition Services Agreement and the other agreements, instruments and documents delivered at the Closing."Asset Level Taxes" means those Taxes imposed with respect to the ownership of the Purchased Assets or the operation of the Business."Assumed Benefit Plan" means any Business Benefit Plan identified on Section 4.20(c) of the Seller Disclosure Schedule as an Assumed Benefit Plan (i) in which a Retained Company Transferred Employee participates or has any accrued benefits, or (ii) that Buyer or any of its Affiliates is required to assume under applicable Law or any applicable collective bargaining agreement."Authorization" means any authorization, approval, consent, certificate, license, permit or franchise of or from any Governmental Entity or pursuant to any Law."Base Amount" means $80,000,000."Benefit Plan" means (a) any "employee benefit plan" (including but not limited to those as defined in ERISA Section 3(3)), including any (i) nonqualified deferred compensation or retirement plan or arrangement which is an Employee Pension Benefit Plan (as defined in ERISA Section 3(2) (whether or not such plan is subject to ERISA)), (ii) qualified defined contribution retirement plan or arrangement which is an Employee Pension Benefit Plan (whether or not such plan is subject to ERISA), (iii) qualified defined benefit retirement plan or arrangement which is an Employee Pension Benefit Plan (including any Multiemployer Plan (as defined in ERISA Section 3(37) (whether or not such plan is subject to ERISA)), and (iv) Employee Welfare Benefit Plan (as defined in ERISA Section 3(1) (whether or not such plan is subject to ERISA)) or material fringe benefit plan or program, or (b) any stock purchase, stock option, profit sharing, severance pay, employment, change-in-control, vacation pay, company awards, salary continuation, sick leave, excess benefit, bonus or other incentive compensation, life insurance, or other employee benefit plan, contract, program, policy or other arrangement, whether or not subject to ERISA, in each such case, that is sponsored, maintained or contributed to, or required to be maintained or contributed to, by any member of the Seller Group or any ERISA Affiliate. For the avoidance of doubt, any employee benefit plan includes any defined benefit or defined contribution plan in the UK, France, Germany, Switzerland and Italy."Books and Records" means books of account, general, financial, warranty and shipping records, invoices, supplier lists, product specifications, product formulations, drawings, correspond

Definitions from Purchase and Sale Agreement

PURCHASE AND SALE AGREEMENT, dated as of July 25, 2016 (this "Agreement"), between Globus Medical Ireland, Ltd., a private limited company existing under the laws of Ireland ("Buyer"), and Alphatec Holdings, Inc., a Delaware corporation ("Seller").

Definitions. When used in this Agreement, the following terms shall have the meanings assigned to them in this Article I or in the applicable Section of this Agreement to which reference is made in this Article I."Accounting Principles" means GAAP applied on a basis consistent with its application in the preparation of the Balance Sheets."Accounts Receivable" means (a) any trade accounts receivable and other rights to payment from customers of the Business and (b) any other account or note receivable Related to the Business, together with, in each case, the full benefit of any security interest of any member of the Seller Group therein."Acquired Benefit Plan" means each Business Benefit Plan identified on Section 4.20(c) of the Seller Disclosure Schedule as an Acquired Benefit Plan and sponsored, maintained or contributed to by an Acquired Company as of the Closing Date."Acquired Companies" means, collectively, Cibramed, Alphatec Pacific, Japan Ortho, Alphatec Medical, Scient'x Asia and Scient'x AUS."Affiliate" means, with respect to any specified Person, any other Person directly or indirectly controlling, controlled by or under common control with such specified Person, provided, that for the purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" and "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by Contract or otherwise."Alphatec Medical" means Alphatec Medical Device (Shanghai) Co. Ltd., a company formed and existing pursuant to the laws of China."Alphatec Pacific" means Alphatec Pacific, Inc., a company formed and existing pursuant to the laws of Japan."Alphatec Spine" means Alphatec Spine GmbH, a company formed and existing pursuant to the laws of Germany."Alphatec Spine UK" means Alphatec Spine UK Ltd., a company formed and existing pursuant to the laws of the United Kingdom."Alphatec Spine US" means Alphatec Spine, Inc., a company formed and existing pursuant to the laws of the United States of America and the State of California."Ancillary Agreements" means the Supply Agreement, the Bills of Sale, the Assignment and Assumption Agreements, the Assignment and Assumption of Lease Agreements, the Credit Agreement, the Intercreditor Agreement, the Transition Services Agreement and the other agreements, instruments and documents delivered at the Closing."Asset Level Taxes" means those Taxes imposed with respect to the ownership of the Purchased Assets or the operation of the Business."Assumed Benefit Plan" means any Business Benefit Plan identified on Section 4.20(c) of the Seller Disclosure Schedule as an Assumed Benefit Plan (i) in which a Retained Company Transferred Employee participates or has any accrued benefits, or (ii) that Buyer or any of its Affiliates is required to assume under applicable Law or any applicable collective bargaining agreement."Authorization" means any authorization, approval, consent, certificate, license, permit or franchise of or from any Governmental Entity or pursuant to any Law."Base Amount" means $80,000,000."Benefit Plan" means (a) any "employee benefit plan" (including but not limited to those as defined in ERISA Section 3(3)), including any (i) nonqualified deferred compensation or retirement plan or arrangement which is an Employee Pension Benefit Plan (as defined in ERISA Section 3(2) (whether or not such plan is subject to ERISA)), (ii) qualified defined contribution retirement plan or arrangement which is an Employee Pension Benefit Plan (whether or not such plan is subject to ERISA), (iii) qualified defined benefit retirement plan or arrangement which is an Employee Pension Benefit Plan (including any Multiemployer Plan (as defined in ERISA Section 3(37) (whether or not such plan is subject to ERISA)), and (iv) Employee Welfare Benefit Plan (as defined in ERISA Section 3(1) (whether or not such plan is subject to ERISA)) or material fringe benefit plan or program, or (b) any stock purchase, stock option, profit sharing, severance pay, employment, change-in-control, vacation pay, company awards, salary continuation, sick leave, excess benefit, bonus or other incentive compensation, life insurance, or other employee benefit plan, contract, program, policy or other arrangement, whether or not subject to ERISA, in each such case, that is sponsored, maintained or contributed to, or required to be maintained or contributed to, by any member of the Seller Group or any ERISA Affiliate. For the avoidance of doubt, any employee benefit plan includes any defined benefit or defined contribution plan in the UK, France, Germany, Switzerland and Italy."Books and Records" means books of account, general, financial, warranty and shipping records, invoices, supplier lists, product specifications, product formulations, drawings, correspond

Definitions from Contribution Agreement

THIS CONTRIBUTION AGREEMENT (the "Agreement"), dated as of June 29, 2016 (the "Execution Date"), by and among SunPower AssetCo, LLC, a Delaware limited liability company ("AssetCo"), 8point3 Operating Company, LLC, a Delaware limited liability company (the "Contributor") and, solely for purposes of agreeing to its obligations set forth in Section 7.07, SunPower Corporation, a Delaware corporation ("Parent Guarantor" or "SunPower" and, together with AssetCo and the Contributor, each a "Party" and collectively, the "Parties"). Capitalized terms used herein shall have the meanings set forth in Article I hereof.

Definitions. In this Agreement (including the Preamble and Recitals hereof), the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and the plural forms of the terms defined): "8point3 Entities" means the Partnership and its Subsidiaries. "8point3 OpCo Holdings" has the meaning set forth in the Recitals. "Acquired Assets" has the meaning set forth in Section 3.11(a). "Acquired Companies" means the Company, the Project Holding Company and the Project Company. "Action" means any action, notice, claim, suit, arbitration, investigation, information, audit, request or proceeding by or before any arbitrator, court, or other Governmental Entity. "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 Person in question. As used herein, the term "control" means the possession, direct or indirect, 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. Notwithstanding anything in the foregoing to the contrary, for purposes of this Agreement, AssetCo and its Affiliates will not be deemed to be Affiliates of the 8point3 Entities hereunder, and vice versa. "Agreement" has the meaning set forth in the Preamble. "Amended and Restated Company LLC Agreement" has the meaning set forth in Section 2.04(a). "AssetCo" has the meaning set forth in the Preamble. "AssetCo Disclosure Schedule" means the disclosure schedule prepared and delivered by AssetCo to the Contributor as of the Execution Date. "AssetCo Group" has the meaning set forth in Section 7.03. "AssetCo Indemnified Taxes" means (i) all Tax liabilities attributable to the ownership, management and operation of the Acquired Companies or the ownership and operation of the Acquired Assets or the Business and incurred on or prior to the Execution Date (as determined under Section 10.02), including (a) any such Tax liabilities of AssetCo and its Affiliates (including the Acquired Companies and the Contributor) that may result from the consummation of the transactions contemplated by this Agreement, (b) any such Tax liabilities arising under Treasury Regulations Section 1.1502-6 and any similar provisions of state, local or foreign Law, by contract, as successor, transferee or otherwise, or which are attributable to having been a member of a consolidated, combined or unitary group, and (c) any Tax imposed on the Acquired Companies or the Contributor that results from the business or operation of any other Affiliate of AssetCo. "AssetCo Material Adverse Effect" means a Material Adverse Effect with respect to the Acquired Companies, taken as a whole, or a material adverse effect on the ability of AssetCo or its Affiliates to consummate the transactions contemplated by the Transaction Documents or to perform its material obligations under the Transaction Documents. "AssetCo Party" has the meaning set forth in Section 3.01. "AssetCo Specified Representations" means those representations and warranties made in Sections 3.01 (Organization; Qualification), 3.02 (Authority and Power), 3.03 (Valid and Binding Obligation), 3.06 (Issuance of Class B Interests), 3.07 (Capital Stock) and 3.21 (No Brokers). "Balance Sheet" has the meaning set forth in Section 3.08(a). "Board of Directors" has the meaning set forth in the Recitals. "Business" means the business of the Acquired Companies on the Execution Date. "Business Day" means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America or the State of New York shall not be regarded as a Business Day. "Cash Contribution" has the meaning set forth in Section 2.01(a). "Cash Grant" means any payment for specified energy property in lieu of tax credits under Section 1603 of Division B of the American Recovery and Reinvestment Act of 2009, P.L. 111-5, as amended, or any successor provision. "Charter Documents" means, with respect to any Person, all charter, organizational and other documents by which such Person (other than an individual) establishes its legal existence or which govern its internal affairs, and shall include: (a) in respect of a corporation, its certificate or articles of incorporation or association and its by-laws; (b) in respect of a general partnership, its statement of partnership existence, if any, and its partnership agreement; (c) in respect of a limited partnership, its certificate of limited partnership and its partnership agreement; and (d) in respect of a limited liability company, its certificate of formation and operating or limited liability company agreement. "Class A Interests" means 100% of the class A limited liability company interests of the Company. "Class B Interests" means 100% of the class B limited liability company interests of the Company. "C

Definitions from Purchase and Sale Agreement

THIS PURCHASE AND SALE AGREEMENT (the "Agreement"), dated as of March 31, 2016 (the "Execution Date"), by and among First Solar Asset Management, LLC, a Delaware limited liability company ("Seller"), 8point3 Operating Company, LLC, a Delaware limited liability company ("Purchaser"), and, solely for purposes of agreeing to its obligations set forth in Section 6.07, First Solar, Inc., a Delaware corporation ("Seller Guarantor" and together with Seller and Purchaser, each a "Party" and collectively, the "Parties"). Capitalized terms used herein shall have the meanings set forth in Article I hereof.

Definitions. In this Agreement (including the Preamble and Recitals hereof), the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and the plural forms of the terms defined): "8point3 Entities" means the Partnership and its Subsidiaries. "8point3 OpCo Holdings" means 8point3 OpCo Holdings, LLC, a Delaware limited liability company. "Acquired Assets" has the meaning set forth in Section 3.11(a). "Acquired Companies" means the Company, Kingbird Holdings and the Project Companies. "Action" means any action, notice, claim, suit, arbitration, investigation, information, audit, request or proceeding by or before any arbitrator, court, or other Governmental Entity. "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 Person in question. As used herein, the term "control" means the possession, direct or indirect, 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. Notwithstanding anything in the foregoing to the contrary, for purposes of this Agreement, Seller and its Affiliates will not be deemed to be Affiliates of the 8point3 Entities hereunder, and vice versa. "Agreement" has the meaning set forth in the Preamble. "Aggregate Cost" means an amount equal to the sum of the Purchase Price and the Contribution. "Amended and Restated Omnibus Agreement" means that certain Amended and Restated Omnibus Agreement, among the Purchaser, the Partnership, the General Partner, Holdings, First Solar and SunPower, in the form to be reasonably agreed by the parties thereto, which adds the Projects to the obligations set forth in Article III of the Omnibus Agreement. "Assignment and Assumption Agreement" means that certain Assignment and Assumption Agreement, between Seller and 8point3 OpCo Holdings, to be entered into at the Closing, substantially in the form of Exhibit A hereto. "Balance Sheet" has the meaning set forth in Section 3.08(a). "Board of Directors" has the meaning set forth in the Recitals. "Business" means the business of the Acquired Companies on the Execution Date. "Business Day" means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America or the State of New York shall not be regarded as a Business Day. "Cash Collateral Credit Support" means the credit support described in item 8 on Schedule 3.24. "Cash Collateral Payment" has the meaning set forth in Section 2.01(c). "Cash Grant" means any payment for specified energy property in lieu of tax credits under Section 1603 of Division B of the American Recovery and Reinvestment Act of 2009, Pub. L. 111-5, as amended, or any successor provision. "Charter Documents" means, with respect to any Person, all charter, organizational and other documents by which such Person (other than an individual) establishes its legal existence or which govern its internal affairs, and shall include: (a) in respect of a corporation, its certificate or articles of incorporation or association and its by-laws; (b) in respect of a general partnership, its statement of partnership existence, if any, and its partnership agreement; (c) in respect of a limited partnership, its certificate of limited partnership and its partnership agreement; and (d) in respect of a limited liability company, its certificate of formation and operating or limited liability company agreement. "Closing" has the meaning set forth in Section 2.02. "Code" means the Internal Revenue Code of 1986, as amended and in effect from time to time. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of any successor law. "Commercial Operation Date" means the date on which each of the Projects has achieved substantial completion or similar milestone (including, for example, block or phase completion for each block or phase of either Project) under each construction contract for the construction of the Projects and has achieved commercial operation or similar milestone under each interconnection agreement and each power purchase agreement, lease or hedging agreement pursuant to which either Project delivers or transmits Electricity from such Project. "Company" has the meaning set forth in the Recitals. "Company Interests" has the meaning set forth in the Recitals. "Conflicts Committee" has the meaning set forth in the Recitals. "Consent" means a consent, approval, exemption, waiver, clearance, authorization, filing, registration or notification, including a consent, notification or waiver as may be required by any Person to acquire, own, lease or occupy land. "Contract" means any contract, agreement, license, guarantee, purchase order, sales order, lease (including leases of r

Definitions from Contribution Agreement

This CONTRIBUTION AGREEMENT, dated as of February 25, 2016 (this Agreement), is made and entered into by and between Summit Midstream Partners Holdings, LLC, a Delaware limited liability company (SMP Holdings), and Summit Midstream Partners, LP, a Delaware limited partnership (Summit MLP).

Definitions. As used in this Agreement, the following capitalized terms have the meanings set forth below: 1933 Act has the meaning given to it in Section 4.7. 2016 Capital Expenditure Amount means the amount actually expended on items that constitute capital expenditures under GAAP or capital called with respect to the Business by or on behalf of SMP Holdings directly or through an Acquired Entity on or after January 1, 2016 to the close of business on the Business Day immediately preceding the Closing Date. 2016 Cash and Cash Equivalents has the meaning given to it in Section 2.6(b). 2016 Consideration Adjustment Amount means any amount (whether a positive or a negative number) equal to the sum of (a) the amount obtained by subtracting, which may be a positive or a negative number, (i) the 2016 Net Working Capital from (ii) the Net Working Capital Target, (b) the amount obtained by subtracting, which may be a positive or a negative number, (i) the 2016 Capital Expenditure Amount from the (ii) the Capital Expenditure Target and (c) the 2016 Cash and Cash Equivalents. 2016 Net Working Capital has the meaning given to it in Section 2.6(b). Acquired Companies has the meaning given to it in the Recitals. Acquired Companies Business means, collectively, the ownership and operation of the Gathering Systems. Acquired Companies Financial Statements has the meaning given to it in Section 3.22(b). Acquired Company Warranty Breach has the meaning given to it in Section 7.2(a). Acquired Entities means the Acquired Companies and the SM Joint Ventures. Affiliate means, with respect to any Person, a Person directly or indirectly controlling, controlled by or under common control with such Person. In this context control means the possession, directly or indirectly, through one or more intermediaries, by any Person or group (within the meaning of Section 13(d)(3) under the United States Securities Exchange Act of 1934, as amended) of the power or authority, through ownership of voting securities, by contract or otherwise, to control or direct the management and policies of the entity; provided, however, that for purposes of this Agreement and any other agreements and/or instruments entered into in connection herewith, (i) Summit MLP and its subsidiaries are not Affiliates of SMP Holdings and its other Affiliates and (ii) prior to the Closing, each Acquired Company and SM Joint Venture is an Affiliate of SMP Holdings and at and after the Closing, each Acquired Company and each SM Joint Venture is an Affiliate of Summit MLP and thus not an Affiliate of SMP Holdings. Agreement has the meaning given to it in the Preamble. Asserted Liability has the meaning given to it in Section 7.5(a). Assets of any Person means all properties of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible and wherever situated), including the goodwill related thereto, operated, owned or leased by such Person. Balance Sheet Date has the meaning given to it in Section 3.20. Blacktail Gathering System means the crude oil and produced water gathering system located in the Williston Basin in Williams County, North Dakota as more specifically described on Exhibit B-1. Business means, collectively, the Acquired Companies Business and the SM Joint Ventures Business. Business Adjusted EBITDA means, with respect to the Business for any period, (a) net income of the Acquired Entities for such period, plus (b) interest expense, income tax expense, and depreciation and amortization of the Acquired Entities for such period, plus (c) any adjustments related to minimum volume commitment shortfall payments, impairments and other noncash expenses or losses with respect to the Acquired Entities for such period, plus (d) any Special Liability Expenses for such period, minus (e) interest income and income tax benefit of the Acquired Entities for such period, minus (f) any adjustments related to any other noncash income or gains with respect to the Acquired Entities for such period. Business Adjusted EBITDA shall exclude the effect of any corporate or partnership expenses allocated by or to Summit MLP or its Affiliates in respect of the Business, such as general and administrative expenses (including compensation-related expenses and professional services fees), transaction costs, and allocated interest expense and allocated income tax expense. Any adjustments related to minimum volume commitment shortfall payments, impairments, and other noncash expenses, losses, income, and gains shall be made in a manner that is consistent with the practice used by Summit MLP in its public reporting of Adjusted EBITDA with respect to Summit MLP at the time. For the avoidance of doubt, Business Adjusted EBITDA shall include that portion of the Business Adjusted EBITDA generated by the SM Joint Ventures and attributable to the SM Joint Venture Interests. Business Day means a day other than Saturday, Sunday or any day on which banks located i

Definitions from Stockholders Agreement

THIS STOCKHOLDERS AGREEMENT (this Agreement), to be effective as of _______ [*], 2016 (the Effective Date) is made and entered into by and among (A) DS Healthcare Group, Inc., a Florida corporation (DSKX or the Company); (B) Photomedex, Inc., a Nevada corporation (PHMD or the Stockholder); (D) Radiancy, Inc. a Delaware corporation (Radiancy) and (E) Photomedex Technologies, Inc., a Delaware corporation (Photo-Tech). The Company, the Stockholder, Radiancy and Photo-Tech are hereinafter sometimes individually referred to as a Party and collectively as the Parties.

Definitions. Unless otherwise defined in this Agreement, all capitalized terms, when used herein, shall have the meanings ascribed to them in the Merger Agreements. In addition, the following terms shall have the following respective meanings: Acquired Companies shall mean the collective reference to Radiancy, the Radiancy Group and Photo-Tech. Acquired Companies Common Stock shall mean the individual and collective reference to any authorized, issued or outstanding shares of Radiancy Common Stock or Photo-Tech Common Stock or any other class or series of capital stock of Radiancy, any other member of the Radiancy Group or Photo-Tech, authorized, issued or outstanding. Agreement shall mean this Stockholder Agreement as in effect on the date hereof and as hereafter from time to time amended, modified or supplemented in accordance with the terms hereof. Articles of Incorporation shall mean the Articles of Incorporation of DSKX and the Acquired Companies, as amended, restated, modified or supplemented in accordance with the terms hereof and pursuant to applicable Law. Board of Directors shall mean, as applicable, the Board of Directors of each of DSKX and the Acquired Companies, as duly constituted in accordance with this Agreement, or any committee thereof duly constituted in accordance with this Agreement, the By-Laws and applicable law and duly authorized to make the relevant determination or take the relevant action. By-Laws shall mean the By-Laws of the Acquired Companies, as amended and in effect on the date hereof and as hereafter further amended or restated in accordance with the terms hereof and pursuant to applicable Law. Common Stock shall mean the collective reference to (a) any shares of DSKX Common Stock, and (b) any Acquired Companies Common Stock; provided, however, that, for the avoidance of doubt, the term Common Stock shall not mean or include any Merger Shares. Common Stock Equivalents shall mean the collective reference to (a) any warrants, options, convertible preferred stock (including shares of DSKX Series A Preferred Stock), convertible notes or other securities or rights issued or granted by DSKX entitling the holder(s) thereof to purchase or receive upon exercise or conversion of such securities or rights, shares of DSKX Common Stock (including DSKX Conversion Shares), or (b) any warrants, options, convertible preferred stock, convertible notes or other securities or rights issued or granted by either or both of the Acquired Companies entitling the holder(s) thereof to purchase or receive upon exercise or conversion of such securities or rights, shares of Acquired Companies (organization) values">Common Stock of the Acquired Companies. Company or DSKX shall mean DS Healthcare Group, Inc., a New York corporation. DSKX Common Stock shall mean shares of voting common stock, $0.001 par value per share, of the Company and any and all shares of capital stock or other equity securities of: (i) the Company which are added to or exchanged or substituted for the Common Stock by reason of the declaration of any stock dividend or stock split, the issuance of any distribution or the reclassification, readjustment, recapitalization or other such modification of the capital structure of the Company; and (ii) any other corporation, now or hereafter organized under the laws of any state or other governmental authority, with which the Company is merged, which results from any consolidation or reorganization to which the Company is a party, or to which is sold all or substantially all of the shares or assets of the Company, if immediately after such merger, consolidation, reorganization or sale, the Company or the stockholders of the Company own equity securities having in the aggregate more than 50% of the total voting power of such other corporation. DSKX Fully-Diluted Common Stock shall mean at any point in time, the sum of (a) the issued and outstanding shares of DSKX Common Stock, plus (b) all issued and outstanding Common Stock Equivalents of DSKX. Effective Date shall mean the Closing Date, and the subsequent Effective Time of the mergers contemplated by the Merger Agreements. GAAP means United States generally accepted accounting principles as in effect from time to time. Governmental Authority shall mean any governmental regulatory or administrative body, governmental agency, governmental subdivision or authority, any court or judicial authority, any public, private or industry governmental regulatory authority, whether foreign, national, federal, state or local or otherwise, or any Person lawfully empowered by any of the foregoing to enforce or seek compliance with any Law. Independent Director(s) shall mean those members of the boards of directors of each of DSKX, Photomedex Technology, Radiancy and the other members of the Radiancy Group who are deemed to be qualified independent directors within the meaning of the Rules and Regulations established by the Nasdaq Stock Exchange. Law shall mean any law, statute, regulation, constitution, ordinanc

Definitions from Stock Purchase and Sale Agreement

This STOCK PURCHASE AND SALE AGREEMENT (this Agreement), dated as of October 8, 2015, is entered into by and among NSRE Holdings Inc., a Delaware corporation (the Buyer), Universal American Corp., a Delaware corporation (Seller Parent), Universal American Holdings, LLC, a Delaware limited liability company (the Seller and together with Seller Parent, the Seller Parties), and Nassau Reinsurance Group Holdings, L.P., a Delaware limited partnership (solely for the purposes of Section 9.16) (the Buyer Parent).

Definitions. As used in this Agreement, the following terms have the meanings set forth or as referenced below: ACA means the federal Patient Protection and Affordable Care Act, as amended and the regulations promulgated pursuant thereto by the federal Department of Health and Human Services, Centers for Medicare & Medicaid Services. Accounting Principles means the accounting principles, practices and methodologies set forth on Annex A. Acquired Companies IT Systems means the hardware, Software, data, databases, data communication lines, network and telecommunications equipment, Internet-related information technology infrastructure, wide area network and other information technology equipment, owned, leased or licensed by the Acquired Companies. Acquired Companies Licensed IP Rights means, other than Trademarks, any and all Intellectual Property owned by the Acquired Companies that was used or practiced by the Seller Parties or any of their Affiliates in the Retained Business during the twelve (12) months prior to the Closing. Acquired Companies Shares means (a) 41,667 shares of the common stock, par value $60.00 per share, of CLIC and (b) 582 shares of the common stock, par value $4,300.00 per share, of Pyramid. Acquired Company and Acquired Companies have their respective meanings set forth in the Recitals hereof. Acquired Company Claims has the meaning set forth in Section 5.12. Acquired Company Releasee has the meaning set forth in Section 5.19(a) hereof. Acquired Company Traditional Insurance Third Party Reinsurance Agreements means the Reinsurance Agreements to which any Acquired Company is a party, as the ceding company, and cedes any of its risks under any Traditional Insurance Policies issued or assumed by such Acquired Company. Acquisition Proposal means any inquiry, offer or proposal made by any Person or group of Persons, other than the Buyer or any Affiliate thereof, relating to any (a) merger, reorganization, consolidation, share exchange, or other business combination or similar transaction involving any of the Acquired Companies, pursuant to which such Person (or the stockholders of such Person) would own any of the assets, revenues or net income of any of the Acquired Companies, (b) sale, lease, transfer, license or other disposition directly or indirectly by merger, reorganization, consolidation, share exchange, business combination, joint venture, reinsurance, retrocession or otherwise, of assets of any of the Acquired Companies representing any of the assets, liabilities, revenues or net income of any of the Acquired Companies, (c) issuance or sale or other disposition (including by way of merger, consolidation, business combination, share exchange, stock purchase, joint venture or similar transaction) of equity interests of any of the Acquired Companies, (d) transaction or series of transactions in which any Person (or the stockholders of such Person) would acquire beneficial ownership or the right to acquire beneficial ownership of any of the outstanding voting capital stock of any of the Acquired Companies, or (e) any combination of the foregoing; provided, that notwithstanding anything to the contrary stated herein, in no event shall an Acquisition Proposal mean any inquiry, offer or proposal made by any Person or group of Persons, relating to (i) a merger, consolidation, other business combination or similar transaction involving the Seller Parent, the Seller or any Affiliate of the Seller Parties (other than the Acquired Companies) or the acquisition of any of the outstanding securities of the Seller Parent, the Seller or any Affiliate of the Seller Parties (other than the Acquired Companies) or (ii) any business or assets of the Seller Parent, the Seller or any Affiliate of the Seller Parties (including the Acquired Companies and APNY) that is not the Acquired Companies Shares or the Traditional Insurance Business and would not prevent, impede or materially interfere with the transactions contemplated hereunder, including without limitation, any Medicare Advantage Plans and NY Health Insurance Exchange Policies issued or assumed, or reinsured, by any of the Acquired Companies, APNY or any other Affiliate of the Seller Parties. Actuarial Report has the meaning set forth in Section 3.33. Additional Reserves means the aggregate, incremental statutory reserves held by the Targets as a result of premium deficiency testing, as reflected in CLICs annual audited Statutory Statements as of the applicable date. Adjusted Purchase Price has the meaning set forth in Section 2.1(b). Administration Software means, collectively, the Software listed in Section 1.1(a) of the Sellers Disclosure Schedule. Admitted DTA means the aggregate net deferred income tax assets of CLIC as reported on CLICs annual audited statutory financial statements as of the applicable date. Affiliate means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls,

Definitions from Asset Purchase Agreement

This Asset Purchase Agreement (the "Agreement") is made as of October 5, 2015, by and between ICU Medical, Inc., a Delaware corporation (the "Seller"), Excelsior Medical, LLC, an Illinois limited liability company (the "Purchaser") and, solely for purposes of Article 4 and Section 11.10, Medline Industries, Inc., an Illinois corporation ("Guarantor").

Definitions. For the purposes of this Agreement and the Ancillary Agreements:"Accounting Principles" means: (a) the accounting principles, policies, procedures and methodologies set forth on Exhibit A hereto, other than in connection with the allocation of the Working Capital determined under the Stock Purchase Agreement between Seller and Purchaser hereunder (which allocation will be consistent with and determined using the same methodology as used in the Working Capital illustration set forth on Exhibit G); (b) to the extent not inconsistent with clause (a), the accounting principles, policies, procedures, methodologies, categorizations, asset recognition bases, definitions, practices and techniques (including in respect of the exercise of management judgment) adopted in the preparation of the latest Audited Financial Statements; and (c) to the extent not otherwise addressed in clause (a) or (b), GAAP."Active ML Employees" means ML Employees who are Transferred Employees."Affiliate" means, with respect to any specified Person, any other Person which directly or indirectly controls, is controlled by or is under common control with such specified Person. For purposes of this definition, "control," when used with respect to any specified Person, means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through ownership of voting securities or equity or ownership interests or by contract, credit arrangement or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing."Ancillary Agreements" means, collectively, the Bill of Sale, the Assignment and Assumption Agreement, the Transition Services Agreement, the Supply Agreement, the Contract Manufacturing Agreement, and the IP License Agreement."Antitrust Laws" means any antitrust, competition or trade regulatory Laws."Arbitrator" means a nationally recognized certified public accounting firm as shall be mutually agreed upon by the Purchaser and the Seller, which firm shall not be rendering (and during the two (2) year period preceding the date of this Agreement shall not have rendered) services to the Purchaser or the Seller, the Acquired Companies, the Stock Sellers or any of their respective Affiliates."Assignment and Assumption Agreement" means the assignment and assumption agreement in the form of Exhibit B."Audited Financial Statements" means the audited consolidated balance sheets of the Acquired Companies as of February 28, 2013 and 2014 and the audited consolidated statements of operations, stockholders' equity and cash flows of the Acquired Companies, together with the notes thereto, for the years ended February 28, 2013 and 2014."Bill of Sale" means the bill of sale in the form of Exhibit C."Business Day" means any day other than a Saturday, Sunday or other day on which banking institutions located in New York, New York are authorized or obligated by applicable Law to close."Cash and Cash Equivalents" means the aggregate amount of the Acquired Companies' cash and cash equivalents (including marketable securities and short term investments) on hand or in bank accounts, but excluding outstanding checks that have not cleared, in each case, as determined in accordance with the Accounting Principles."Code" means the U.S. Internal Revenue Code of 1986, as amended."Confidential Information" means any information that is confidential, proprietary or generally not available to the public about the ICU Acquired Business or the ML Acquired Business (as applicable); provided, that Confidential Information shall not include information that (a) is or becomes generally available to the public through no direct or indirect act or omission by the receiving party or any of its Affiliates; (b) is already known by, or is or becomes lawfully available to, the receiving party or its Affiliates from a source, other than the disclosing party or its Affiliates, who is not known by the receiving party to be prohibited from disclosing such portions to the receiving party or its Affiliates by any contractual, legal or fiduciary obligation; or (c) was independently developed by the receiving party or its Affiliates without any use of or reliance on any Confidential Information."Confidentiality Period" means the three (3) year period beginning on the Closing Date."Contract" means all contracts, guaranties, leases, licenses, sublicenses, instruments, commitments, notes, bonds, mortgages, indentures, sales or purchase orders, invoices and other agreements, whether written or oral."Contract Manufacturing Agreement" means the contract manufacturing agreement to be entered into between the Seller and the Purchaser at the Closing, in the form of Exhibit H."Copyrights" means United States registered copyrights, and pending applications to register the same."Covidien Agreement" means the Supply and Distribution Agreement dated as of July 1, 2014 by and between Covidien LP on behalf of its Med

Definitions from Purchase and Sale Agreement

This PURCHASE AND SALE AGREEMENT is made as of July 18, 2015 (this Agreement) by and among Talen Energy Supply, LLC, a Delaware limited liability company (Purchaser), the selling equityholders party hereto as set forth on Exhibit A (each, a Seller and collectively, Sellers), Silver Oak Capital, LLC, a Delaware limited liability company, solely in its capacity as representative of Sellers in accordance with the terms hereof (Seller Representative) and MACH Gen, LLC, a Delaware limited liability company (the Company and together with Purchaser, Sellers and Seller Representative, each a Party and collectively, the Parties).

Definitions. As used in this Agreement, the following defined terms have the meanings indicated below: Acquired Companies and Acquired Company have the meanings ascribed thereto in the recitals of this Agreement. Actions or Proceedings means any action, litigation, suit, proceeding, arbitration or Governmental or Regulatory Authority inquiry or investigation. 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 Person specified. For purposes of this definition, control of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person whether through ownership of voting securities or ownership interests, by Contract or otherwise, and specifically with respect to a corporation, partnership or limited liability company, means direct or indirect ownership of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person. Agreement has the meaning ascribed thereto in the preamble to this Agreement. Athens Survey means collectively (i) ALTA/ASCM Land Title Survey dated March 10, 1998, last revised January 26, 2012, prepared by Alton P. MacDonald, Jr. of Santo Associates Land Surveying and Engineering, P.C. under DWG No. CG4343-2, (ii) ALTA/ASCM Land Title Survey dated March 10, 1998, last revised January 26, 2012, prepared by Alton P. MacDonald, Jr. of Santo Associates Land Surveying and Engineering, P.C. under DWG No. 4343_A, (iii) ALTA/ASCM Land Title Survey dated March 10, 1998, last revised January 26, 2012, prepared by Alton P. MacDonald, Jr. of Santo Associates Land Surveying and Engineering, P.C. under DWG No. CG4343_U, (iv) ALTA/ASCM Land Title Survey dated March 10, 1998, last revised January 26, 2012, prepared by Alton P. MacDonald, Jr. of Santo Associates Land Surveying and Engineering, P.C. under DWG No. CG4343_B, (v) ALTA/ASCM Land Title Survey dated March 10, 1998, last revised January 26, 2012, prepared by Alton P. MacDonald, Jr. of Santo Associates Land Surveying and Engineering, P.C. under DWG No. CG4343_C, (vi) ALTA/ASCM Land Title Survey dated March 10, 1998, last revised January 26, 2012, prepared by Alton P. MacDonald, Jr. of Santo Associates Land Surveying and Engineering, P.C. under DWG No. CG4343_D, (vii) ALTA/ASCM Land Title Survey dated March 10, 1998, last revised January 24, 2012, prepared by Alton P. MacDonald, Jr. of Santo Associates Land Surveying and Engineering, P.C. under DWG No. CG4343_G, (viii) ALTA/ASCM Land Title Survey dated August 5, 1999, last revised January 26, 2012, prepared by Alton P. MacDonald, Jr. of Santo Associates Land Surveying and Engineering, P.C. under DWG No. CG4343_J, (ix) ALTA/ASCM Land Title Survey dated August 5, 1999, last revised January 26, 2012, prepared by Alton P. MacDonald, Jr. of Santo Associates Land Surveying and Engineering, P.C. under DWG No. CG4343_T, (x) ALTA/ASCM Land Title Survey dated April 7, 1999, last revised January 26, 2012, prepared by Alton P. MacDonald, Jr. of Santo Associates Land Surveying and Engineering, P.C. under DWG No. CG4343_K, (xi) ALTA/ASCM Land Title Survey dated October 1, 1999, last revised January 26, 2012, prepared by Alton P. MacDonald, Jr. of Santo Associates Land Surveying and Engineering, P.C. under DWG No. CG4343_Q, (xii) ALTA/ASCM Land Title Survey dated April 7, 1999, last revised January 26, 2012, prepared by Alton P. MacDonald, Jr. of Santo Associates Land Surveying and Engineering, P.C. under DWG No. CG4343_F, (xiii) ALTA/ASCM Land Title Survey dated April 7, 1999, last revised January 26, 2012, prepared by Alton P. MacDonald, Jr. of Santo Associates Land Surveying and Engineering, P.C. under DWG No. CG4343_P, (xiv) ALTA/ASCM Land Title Survey dated April 7, 1999, last revised January 26, 2012, prepared by Alton P. MacDonald, Jr. of Santo Associates Land Surveying and Engineering, P.C. under DWG No. CG4343_H, (xv) ALTA/ASCM Land Title Survey dated April 7, 1999, last revised January 26, 2012, prepared by Alton P. MacDonald, Jr. of Santo Associates Land Surveying and Engineering, P.C. under DWG No. CG4343_E (excluding the recorded instruments referred to in Note 6 to such survey and being the 3rd through 7th documents listed in such Note 6), (xvi) ALTA/ASCM Land Title Survey dated April 14, 1997, last revised January 26, 2012, prepared by Alton P. MacDonald, Jr. of Santo Associates Land Surveying and Engineering, P.C. under DWG No. CG4343_L, (xvii) ALTA/ASCM Land Title Survey dated April 14, 1997, last revised January 27, 2012, prepared by Alton P. MacDonald, Jr. of Santo Associates Land Surveying and Engineering, P.C. under DWG No. CG4343_X, (xviii) ALTA/ASCM Land Title Survey dated February 1, 2001, last revised January 26, 2012, prepared by Alton P. MacDonald, Jr. of Santo Associates Land Surveying and Engineering, P.C. under DWG No. C