BHI Uses in Definitions Clause

Definitions from Tax Matters Agreement

This TAX MATTERS AGREEMENT (this Agreement), dated as of July 3, 2017, is entered into by and among General Electric Company, a New York corporation (GE), Baker Hughes, a GE company, a Delaware corporation (formerly known as Bear Newco, Inc.) (Newco), EHHC NewCo LLC, a Delaware limited liability company and a wholly owned subsidiary of Newco (EHHC), and Baker Hughes, a GE company, LLC, a Delaware limited liability company (Newco LLC).

Definitions. The following definitions shall be applied to the terms used in this Agreement for all purposes, unless otherwise clearly indicated to the contrary. 752 GE Sharing Amount has the meaning set forth in Section 5.04(c)Section 5.04(a) of this Agreement. 752 Year has the meaning set forth in Section 5.04(c)Section 5.04(a) of this Agreement. Agreement has the meaning set forth in the preamble to this Agreement. Allocable Share means the percentage of membership interests of Newco LLC collectively held by the members of the GE Group, on the one hand, and the members of the Newco Group, on the other hand, at the time of the allocation of the relevant Shared Tax Benefits pursuant to Section 5.01. The Allocable Share of the GE Group as of the date hereof shall be 62.5% and the Allocable Share of the Newco Group as of the date hereof shall be 37.5%. Basis Adjustment means (a) the increase or decrease to, or the Newco Groups share of, the tax basis of the Reference Assets (i) under Sections 734(b), 743(b), 754 and 755 of the Code and, in each case, the comparable sections of U.S. state and local tax law (in situations where, following an Exchange, Newco LLC remains in existence as an entity for U.S. federal income tax purposes) and (ii) under Sections 732 and 1012 of the Code and, in each case, the comparable sections of U.S. state and local tax law (in situations where, as a result of one or more Exchanges, Newco LLC becomes an entity that is disregarded as separate from its owner for U.S. federal income tax purposes), and (b) the amount of any immediate expense or deduction of the Newco Group for U.S. federal, state or local tax purposes based on the cost or value of a Common Unit or the properties of the Newco LLC Group attributable thereto, in each case, as a result of any Exchange and any payments made under Section 5.05. Beneficial Owner means, with respect to any security, a Person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of, with respect to such security and/or (ii) investment power, which includes the power to dispose of, or to direct the disposition of, such security. BHI has the meaning set forth in the recitals of this Agreement. BHI Tax Benefits has the meaning set forth in Section 5.02(b) of this Agreement. Book/Tax Difference Asset means an asset that is (a) held at the relevant time by Newco LLC for U.S. federal income tax purposes (or any partnership in which Newco LLC holds a direct interest or an indirect interest through one or more pass-through entities) at a Gross Asset Value (as defined in the LLC Agreement) that differs from its adjusted tax basis for U.S. federal income tax purposes and (b)(i) a Newco Group Contributed Asset, (ii) a GE Group Contributed Asset or (iii) acquired by Newco LLC for U.S. federal income tax purposes (or any partnership in which Newco LLC holds a direct interest or an indirect interest through one or more pass-through entities) after the Closing Date. Business Day means a day other than Saturday, Sunday or a day on which banks located in New York, New York are authorized or required by applicable Law to close. Certifications has the meaning set forth in Section 5.03(c)Section 5.04(a) of this Agreement. Class A Common Stock means the Class A common stock, $0.0001 par value per share, of Newco. Class B Common Stock means the Class B common stock, $0.0001 par value per share, of Newco. Closing Date has the meaning set forth in the Transaction Agreement. Code means the United States Internal Revenue Code of 1986, as amended. Common Units has the meaning set forth in the LLC Agreement. Conflicts Committee has the meaning set forth in the Stockholders Agreement. Credit Event means the occurrence of any of the following events: (a) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any member of the Newco Group or its debts, or of a substantial part of its assets, under any federal, state or non-U.S. bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any member of the Newco Group or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (b) any member of the Newco Group shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any federal, state or non-U.S. bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in cl

Definitions from Tax Matters Agreement

This TAX MATTERS AGREEMENT (this Agreement), dated as of July 3, 2017, is entered into by and among General Electric Company, a New York corporation (GE), Baker Hughes, a GE company, a Delaware corporation (formerly known as Bear Newco, Inc.) (Newco), EHHC NewCo LLC, a Delaware limited liability company and a wholly owned subsidiary of Newco (EHHC), and Baker Hughes, a GE company, LLC, a Delaware limited liability company (Newco LLC).

Definitions. The following definitions shall be applied to the terms used in this Agreement for all purposes, unless otherwise clearly indicated to the contrary. 752 GE Sharing Amount has the meaning set forth in Section 5.04(c)Section 5.04(a) of this Agreement. 752 Year has the meaning set forth in Section 5.04(c)Section 5.04(a) of this Agreement. Agreement has the meaning set forth in the preamble to this Agreement. Allocable Share means the percentage of membership interests of Newco LLC collectively held by the members of the GE Group, on the one hand, and the members of the Newco Group, on the other hand, at the time of the allocation of the relevant Shared Tax Benefits pursuant to Section 5.01. The Allocable Share of the GE Group as of the date hereof shall be 62.5% and the Allocable Share of the Newco Group as of the date hereof shall be 37.5%. Basis Adjustment means (a) the increase or decrease to, or the Newco Groups share of, the tax basis of the Reference Assets (i) under Sections 734(b), 743(b), 754 and 755 of the Code and, in each case, the comparable sections of U.S. state and local tax law (in situations where, following an Exchange, Newco LLC remains in existence as an entity for U.S. federal income tax purposes) and (ii) under Sections 732 and 1012 of the Code and, in each case, the comparable sections of U.S. state and local tax law (in situations where, as a result of one or more Exchanges, Newco LLC becomes an entity that is disregarded as separate from its owner for U.S. federal income tax purposes), and (b) the amount of any immediate expense or deduction of the Newco Group for U.S. federal, state or local tax purposes based on the cost or value of a Common Unit or the properties of the Newco LLC Group attributable thereto, in each case, as a result of any Exchange and any payments made under Section 5.05. Beneficial Owner means, with respect to any security, a Person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of, with respect to such security and/or (ii) investment power, which includes the power to dispose of, or to direct the disposition of, such security. BHI has the meaning set forth in the recitals of this Agreement. BHI Tax Benefits has the meaning set forth in Section 5.02(b) of this Agreement. Book/Tax Difference Asset means an asset that is (a) held at the relevant time by Newco LLC for U.S. federal income tax purposes (or any partnership in which Newco LLC holds a direct interest or an indirect interest through one or more pass-through entities) at a Gross Asset Value (as defined in the LLC Agreement) that differs from its adjusted tax basis for U.S. federal income tax purposes and (b)(i) a Newco Group Contributed Asset, (ii) a GE Group Contributed Asset or (iii) acquired by Newco LLC for U.S. federal income tax purposes (or any partnership in which Newco LLC holds a direct interest or an indirect interest through one or more pass-through entities) after the Closing Date. Business Day means a day other than Saturday, Sunday or a day on which banks located in New York, New York are authorized or required by applicable Law to close. Certifications has the meaning set forth in Section 5.03(c)Section 5.04(a) of this Agreement. Class A Common Stock means the Class A common stock, $0.0001 par value per share, of Newco. Class B Common Stock means the Class B common stock, $0.0001 par value per share, of Newco. Closing Date has the meaning set forth in the Transaction Agreement. Code means the United States Internal Revenue Code of 1986, as amended. Common Units has the meaning set forth in the LLC Agreement. Conflicts Committee has the meaning set forth in the Stockholders Agreement. Credit Event means the occurrence of any of the following events: (a) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any member of the Newco Group or its debts, or of a substantial part of its assets, under any federal, state or non-U.S. bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any member of the Newco Group or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; (b) any member of the Newco Group shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any federal, state or non-U.S. bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in cl

Definitions

Definitions. In this Plan of Arrangement, unless there is something in the subject matter or context inconsistent therewith, the following words and terms shall have the meanings hereinafter set forth: Amalgamation Sub means 8997900 Canada Inc., a corporation incorporated under the laws of Canada; Arrangement means the arrangement of the Company under section 192 of the CBCA on the terms and subject to the conditions set forth in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the Arrangement Agreement and Section 6.1 hereof or made at the discretion of the Court in the Final Order (with the consent of the Company and Blue, each acting reasonably); Arrangement Agreement means the Arrangement Agreement and Plan of Merger dated as of August 26, 2014, among Parent, Holdings, Partnership, Merger Sub, Amalgamation Sub and the Company (including the Schedules attached thereto) as may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms; Arrangement Cash Consideration means $88.50 in cash per Company Common Share, as adjusted pursuant to Section 3.3 hereof; Arrangement Consideration means the Arrangement Cash Consideration, the Arrangement Mixed Consideration or the Arrangement Share Consideration, as applicable; Arrangement Exchange Agent means Computershare Trust Company of Canada at its offices set out in the Letter of Transmittal and Election Form; Arrangement Mixed Consideration means $65.50 in cash and 0.8025 Holdings Common Shares per Company Common Share; Arrangement Mixed Consideration Value means an amount equal to the sum of (a) $65.50 plus (b) the value of 0.8025 Holdings Common Shares, based on the opening price of a Holdings Common Share on the TSX for the first trading day immediately following the Effective Time; Arrangement Resolution means the special resolution of the Company to be considered and, if thought fit, passed by the Company Shareholders at the Company Meeting to approve the Arrangement, to be substantially in the form of Schedule A to the Arrangement Agreement; Arrangement Share Consideration means, in respect of each Company Common Share subject to the Arrangement, 3.0879 Holdings Common Shares per Company Common Share, as adjusted pursuant to Section 3.3 hereof; Articles of Arrangement means the articles of arrangement of the Company in respect of the Arrangement to be filed with the Director after the Final Order is made, which shall be in form and substance satisfactory to Parent and the Company, each acting reasonably; AS Common Shares means the common shares in the capital of Amalgamation Sub; AS Delivered Common Shares has the meaning ascribed thereto in Section 3.1(l); Available Cash Election Amount means (a) the product of (i) the aggregate number of outstanding Company Common Shares (other than any Company Common Shares held by Amalgamation Sub) as of the step referenced in Section 3.1(k) multiplied by (ii) $65.50 minus (b) the aggregate amount of cash to be paid in respect of all Mixed Election Shares and No Election Shares minus (c) the product of (i) the aggregate number of Company Common Shares, measured as of the Election Deadline, in respect of which Dissent Rights have been validly exercised under Article 4 and which have not been withdrawn multiplied by (ii) the Arrangement Cash Consideration; BHI means Berkshire Hathaway Inc., a corporation existing under the laws of the State of Delaware; BHI Aggregate Consideration means the US$3 billion purchase price payable by BHI to Holdings pursuant to the Securities Purchase Agreement; Business Day means a day other than a Saturday, a Sunday or any other day on which major commercial banking institutions in Toronto, Ontario or New York, New York are authorized by law to be closed; Cash Election Amount means the product of (a) the number of Cash Election Shares multiplied by (b) the Arrangement Cash Consideration; Cash Election Share has the meaning ascribed thereto in Section 3.2(a); Cash Fraction has the meaning ascribed thereto in Section 3.3(a); CBCA means the Canada Business Corporations Act; Certificate of Arrangement means the certificate of arrangement certifying that the Arrangement has been effected, issued pursuant to subsection 192(7) of the CBCA after the Articles of Arrangement have been filed; Company means Tim Hortons Inc., a corporation existing under the laws of Canada; Company Common Shares means the common shares in the capital of the Company; Company DSU means, at any time, each award of deferred stock units with respect to Company Common Shares granted pursuant to the Company Stock Plans or otherwise which is, at such time, outstanding, whether or not vested; Company Equity Awards means the Company Options, Company DSUs, Company PSUs and Company RSUs; Company Meeting means the special meeting of the Company Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Ar

Definitions

Definitions. In this Plan of Arrangement, unless there is something in the subject matter or context inconsistent therewith, the following words and terms shall have the meanings hereinafter set forth: Amalgamation Sub means 8997900 Canada Inc., a corporation incorporated under the laws of Canada; Arrangement means the arrangement of the Company under section 192 of the CBCA on the terms and subject to the conditions set forth in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the Arrangement Agreement and Section 6.1 hereof or made at the discretion of the Court in the Final Order (with the consent of the Company and Blue, each acting reasonably); Arrangement Agreement means the Arrangement Agreement and Plan of Merger dated as of August 26, 2014, among Parent, Holdings, Partnership, Merger Sub, Amalgamation Sub and the Company (including the Schedules attached thereto) as may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms; Arrangement Cash Consideration means $88.50 in cash per Company Common Share, as adjusted pursuant to Section 3.3 hereof; Arrangement Consideration means the Arrangement Cash Consideration, the Arrangement Mixed Consideration or the Arrangement Share Consideration, as applicable; Arrangement Exchange Agent means Computershare Trust Company of Canada at its offices set out in the Letter of Transmittal and Election Form; Arrangement Mixed Consideration means $65.50 in cash and 0.8025 Holdings Common Shares per Company Common Share; Arrangement Mixed Consideration Value means an amount equal to the sum of (a) $65.50 plus (b) the value of 0.8025 Holdings Common Shares, based on the opening price of a Holdings Common Share on the TSX for the first trading day immediately following the Effective Time; Arrangement Resolution means the special resolution of the Company to be considered and, if thought fit, passed by the Company Shareholders at the Company Meeting to approve the Arrangement, to be substantially in the form of Schedule A to the Arrangement Agreement; Arrangement Share Consideration means, in respect of each Company Common Share subject to the Arrangement, 3.0879 Holdings Common Shares per Company Common Share, as adjusted pursuant to Section 3.3 hereof; Articles of Arrangement means the articles of arrangement of the Company in respect of the Arrangement to be filed with the Director after the Final Order is made, which shall be in form and substance satisfactory to Parent and the Company, each acting reasonably; AS Common Shares means the common shares in the capital of Amalgamation Sub; AS Delivered Common Shares has the meaning ascribed thereto in Section 3.1(l); Available Cash Election Amount means (a) the product of (i) the aggregate number of outstanding Company Common Shares (other than any Company Common Shares held by Amalgamation Sub) as of the step referenced in Section 3.1(k) multiplied by (ii) $65.50 minus (b) the aggregate amount of cash to be paid in respect of all Mixed Election Shares and No Election Shares minus (c) the product of (i) the aggregate number of Company Common Shares, measured as of the Election Deadline, in respect of which Dissent Rights have been validly exercised under Article 4 and which have not been withdrawn multiplied by (ii) the Arrangement Cash Consideration; BHI means Berkshire Hathaway Inc., a corporation existing under the laws of the State of Delaware; BHI Aggregate Consideration means the US$3 billion purchase price payable by BHI to Holdings pursuant to the Securities Purchase Agreement; Business Day means a day other than a Saturday, a Sunday or any other day on which major commercial banking institutions in Toronto, Ontario or New York, New York are authorized by law to be closed; Cash Election Amount means the product of (a) the number of Cash Election Shares multiplied by (b) the Arrangement Cash Consideration; Cash Election Share has the meaning ascribed thereto in Section 3.2(a); Cash Fraction has the meaning ascribed thereto in Section 3.3(a); CBCA means the Canada Business Corporations Act; Certificate of Arrangement means the certificate of arrangement certifying that the Arrangement has been effected, issued pursuant to subsection 192(7) of the CBCA after the Articles of Arrangement have been filed; Company means Tim Hortons Inc., a corporation existing under the laws of Canada; Company Common Shares means the common shares in the capital of the Company; Company DSU means, at any time, each award of deferred stock units with respect to Company Common Shares granted pursuant to the Company Stock Plans or otherwise which is, at such time, outstanding, whether or not vested; Company Equity Awards means the Company Options, Company DSUs, Company PSUs and Company RSUs; Company Meeting means the special meeting of the Company Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Ar

Definitions

Definitions. In this Plan of Arrangement, unless there is something in the subject matter or context inconsistent therewith, the following words and terms shall have the meanings hereinafter set forth: Amalgamation Sub means 8997900 Canada Inc., a corporation incorporated under the laws of Canada; Arrangement means the arrangement of the Company under section 192 of the CBCA on the terms and subject to the conditions set forth in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the Arrangement Agreement and Section 6.1 hereof or made at the discretion of the Court in the Final Order (with the consent of the Company and Blue, each acting reasonably); Arrangement Agreement means the Arrangement Agreement and Plan of Merger dated as of August 26, 2014, among Parent, Holdings, Partnership, Merger Sub, Amalgamation Sub and the Company (including the Schedules attached thereto) as may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms; Arrangement Cash Consideration means $88.50 in cash per Company Common Share, as adjusted pursuant to Section 3.3 hereof; Arrangement Consideration means the Arrangement Cash Consideration, the Arrangement Mixed Consideration or the Arrangement Share Consideration, as applicable; Arrangement Exchange Agent means Computershare Trust Company of Canada at its offices set out in the Letter of Transmittal and Election Form; Arrangement Mixed Consideration means $65.50 in cash and 0.8025 Holdings Common Shares per Company Common Share; Arrangement Mixed Consideration Value means an amount equal to the sum of (a) $65.50 plus (b) the value of 0.8025 Holdings Common Shares, based on the opening price of a Holdings Common Share on the TSX for the first trading day immediately following the Effective Time; Arrangement Resolution means the special resolution of the Company to be considered and, if thought fit, passed by the Company Shareholders at the Company Meeting to approve the Arrangement, to be substantially in the form of Schedule A to the Arrangement Agreement; Arrangement Share Consideration means, in respect of each Company Common Share subject to the Arrangement, 3.0879 Holdings Common Shares per Company Common Share, as adjusted pursuant to Section 3.3 hereof; Articles of Arrangement means the articles of arrangement of the Company in respect of the Arrangement to be filed with the Director after the Final Order is made, which shall be in form and substance satisfactory to Parent and the Company, each acting reasonably; AS Common Shares means the common shares in the capital of Amalgamation Sub; AS Delivered Common Shares has the meaning ascribed thereto in Section 3.1(l); Available Cash Election Amount means (a) the product of (i) the aggregate number of outstanding Company Common Shares (other than any Company Common Shares held by Amalgamation Sub) as of the step referenced in Section 3.1(k) multiplied by (ii) $65.50 minus (b) the aggregate amount of cash to be paid in respect of all Mixed Election Shares and No Election Shares minus (c) the product of (i) the aggregate number of Company Common Shares, measured as of the Election Deadline, in respect of which Dissent Rights have been validly exercised under Article 4 and which have not been withdrawn multiplied by (ii) the Arrangement Cash Consideration; BHI means Berkshire Hathaway Inc., a corporation existing under the laws of the State of Delaware; BHI Aggregate Consideration means the US$3 billion purchase price payable by BHI to Holdings pursuant to the Securities Purchase Agreement; Business Day means a day other than a Saturday, a Sunday or any other day on which major commercial banking institutions in Toronto, Ontario or New York, New York are authorized by law to be closed; Cash Election Amount means the product of (a) the number of Cash Election Shares multiplied by (b) the Arrangement Cash Consideration; Cash Election Share has the meaning ascribed thereto in Section 3.2(a); Cash Fraction has the meaning ascribed thereto in Section 3.3(a); CBCA means the Canada Business Corporations Act; Certificate of Arrangement means the certificate of arrangement certifying that the Arrangement has been effected, issued pursuant to subsection 192(7) of the CBCA after the Articles of Arrangement have been filed; Company means Tim Hortons Inc., a corporation existing under the laws of Canada; Company Common Shares means the common shares in the capital of the Company; Company DSU means, at any time, each award of deferred stock units with respect to Company Common Shares granted pursuant to the Company Stock Plans or otherwise which is, at such time, outstanding, whether or not vested; Company Equity Awards means the Company Options, Company DSUs, Company PSUs and Company RSUs; Company Meeting means the special meeting of the Company Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Ar

Definitions

Definitions. In this Plan of Arrangement, unless there is something in the subject matter or context inconsistent therewith, the following words and terms shall have the meanings hereinafter set forth: Amalgamation Sub means 8997900 Canada Inc., a corporation incorporated under the laws of Canada; Arrangement means the arrangement of the Company under section 192 of the CBCA on the terms and subject to the conditions set forth in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the Arrangement Agreement and Section 6.1 hereof or made at the discretion of the Court in the Final Order (with the consent of the Company and Blue, each acting reasonably); Arrangement Agreement means the Arrangement Agreement and Plan of Merger dated as of August 26, 2014, among Parent, Holdings, Partnership, Merger Sub, Amalgamation Sub and the Company (including the Schedules attached thereto) as may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms; Arrangement Cash Consideration means $88.50 in cash per Company Common Share, as adjusted pursuant to Section 3.3 hereof; Arrangement Consideration means the Arrangement Cash Consideration, the Arrangement Mixed Consideration or the Arrangement Share Consideration, as applicable; Arrangement Exchange Agent means Computershare Trust Company of Canada at its offices set out in the Letter of Transmittal and Election Form; Arrangement Mixed Consideration means $65.50 in cash and 0.8025 Holdings Common Shares per Company Common Share; Arrangement Mixed Consideration Value means an amount equal to the sum of (a) $65.50 plus (b) the value of 0.8025 Holdings Common Shares, based on the opening price of a Holdings Common Share on the TSX for the first trading day immediately following the Effective Time; Arrangement Resolution means the special resolution of the Company to be considered and, if thought fit, passed by the Company Shareholders at the Company Meeting to approve the Arrangement, to be substantially in the form of Schedule A to the Arrangement Agreement; Arrangement Share Consideration means, in respect of each Company Common Share subject to the Arrangement, 3.0879 Holdings Common Shares per Company Common Share, as adjusted pursuant to Section 3.3 hereof; Articles of Arrangement means the articles of arrangement of the Company in respect of the Arrangement to be filed with the Director after the Final Order is made, which shall be in form and substance satisfactory to Parent and the Company, each acting reasonably; AS Common Shares means the common shares in the capital of Amalgamation Sub; AS Delivered Common Shares has the meaning ascribed thereto in Section 3.1(l); Available Cash Election Amount means (a) the product of (i) the aggregate number of outstanding Company Common Shares (other than any Company Common Shares held by Amalgamation Sub) as of the step referenced in Section 3.1(k) multiplied by (ii) $65.50 minus (b) the aggregate amount of cash to be paid in respect of all Mixed Election Shares and No Election Shares minus (c) the product of (i) the aggregate number of Company Common Shares, measured as of the Election Deadline, in respect of which Dissent Rights have been validly exercised under Article 4 and which have not been withdrawn multiplied by (ii) the Arrangement Cash Consideration; BHI means Berkshire Hathaway Inc., a corporation existing under the laws of the State of Delaware; BHI Aggregate Consideration means the US$3 billion purchase price payable by BHI to Holdings pursuant to the Securities Purchase Agreement; Business Day means a day other than a Saturday, a Sunday or any other day on which major commercial banking institutions in Toronto, Ontario or New York, New York are authorized by law to be closed; Cash Election Amount means the product of (a) the number of Cash Election Shares multiplied by (b) the Arrangement Cash Consideration; Cash Election Share has the meaning ascribed thereto in Section 3.2(a); Cash Fraction has the meaning ascribed thereto in Section 3.3(a); CBCA means the Canada Business Corporations Act; Certificate of Arrangement means the certificate of arrangement certifying that the Arrangement has been effected, issued pursuant to subsection 192(7) of the CBCA after the Articles of Arrangement have been filed; Company means Tim Hortons Inc., a corporation existing under the laws of Canada; Company Common Shares means the common shares in the capital of the Company; Company DSU means, at any time, each award of deferred stock units with respect to Company Common Shares granted pursuant to the Company Stock Plans or otherwise which is, at such time, outstanding, whether or not vested; Company Equity Awards means the Company Options, Company DSUs, Company PSUs and Company RSUs; Company Meeting means the special meeting of the Company Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Ar

Definitions from Tax Sharing Agreement

This TAX SHARING AGREEMENT (this Agreement) is entered into as of June 7, 2010, between J. Ray Holdings, Inc., a Delaware corporation (J. Ray U.S.) and Babcock &Wilcox Holdings, Inc., a Delaware corporation f/k/a McDermott Holdings, Inc. (BHI), and, solely for the purpose set forth on its signature page to this Agreement, The Babcock & Wilcox Company, a Delaware corporation (B&W). BHI and J. Ray U.S. are sometimes referred to herein individually as a Party, and collectively as the Parties. Unless otherwise indicated, all Section references in this Agreement are to the various sections of this Agreement.

Definitions. For purposes of this Agreement (including the recitals hereof), the following terms shall have the following meanings: 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, such first Person. Agreement has the meaning set forth in the preamble hereof. B&W has the meaning set forth in the preamble hereof. B&W Group means B&W and each Person that is a Subsidiary of B&W immediately after the External Distribution on the External Distribution Date. BHI has the meaning set forth in the preamble hereof. Business Day means a day other than a Saturday, a Sunday or a day on which banking institutions located in the State of Texas are authorized or obligated by applicable law or executive order to close. Code means the U.S. Internal Revenue Code of 1986, as amended from time to time, or any successor law. Confidential Information has the meaning set forth in Section 6.3. Control means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through ownership of securities or partnership, membership, limited liability company or other ownership interests, by contract or otherwise. Controlled has a meaning correlative to the foregoing. Controlling Party means the Party that has full responsibility, control and discretion in handling, settling or contesting a Tax Contest pursuant to Section 7.2. Due Date has the meaning set forth in Section 4.4. Effective Time means the time at which the Internal Distribution is effected on the Internal Distribution Date. External Distribution has the meaning set forth in the recitals hereof. External Distribution Date means the date on which the External Distribution occurs. F Reorganization has the meaning set forth in the recitals hereof. Governmental Authority shall mean any U.S. federal, state, local or non-U.S. court, government (or political subdivision thereof), department, commission, board, bureau, agency, official or other regulatory, administrative or governmental authority. Group means the J. Ray Group or the B&W Group, as the context requires. Information Statement means the information statement and any related documentation to be provided to holders of MII Common Stock in connection with the External Distribution, including any amendments or supplements thereto. Internal Distribution has the meaning set forth in the recitals hereof. Internal Distribution Date means the date on which the Internal Distribution occurs. IRS means the Internal Revenue Service. IRS Submission means the Ruling Request and any other correspondence or supplemental materials submitted to the IRS in connection with obtaining the Ruling. J. Ray Group means MII and each Person that is a Subsidiary of MII immediately after the External Distribution on the External Distribution Date. J. Ray U.S. has the meaning set forth in the preamble hereof. Joint Return means any Tax Return, for any Tax Year, that includes Tax Items of one or more members of the J. Ray Group and one or more members of the B&W Group, determined without regard to Tax Items carried forward to such Tax Year. Master Separation Agreement means the Master Separation Agreement that will be entered into between MII and B&W in connection with the Separation. MII has the meaning set forth in the preamble hereof. MII Common Stock means the MII common stock, par value $1.00 per share, outstanding as of the Effective Time. Non-Controlling Party means the Party that does not have full responsibility, control and discretion in handling, settling or contesting a Tax Contest pursuant to Section 7.2. Non-Preparer means the Party that is not responsible for the preparation and filing of the Joint Return or Separate Return, as applicable, pursuant to Section 3.2. Party has the meaning set forth in the preamble to this Agreement. Payment Date means (i) with respect to any U.S. federal income tax return, any of (A) the due date for any required installment of estimated taxes determined under Section 6655 of the Code, (B) the due date (determined without regard to extensions) for filing the return determined under Section 6072 of the Code or (C) the date the return is filed, as applicable, and (ii) with respect to any other Tax Return, any of the corresponding dates determined under the applicable Tax Law. Person means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, a union, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof. Preparer means the Party that is responsible for the preparation and filing of the Joint Return or Separate Return, as applicable, pursuant to Section 3.2. Prime Rate means the fluctuating commercial loan rate announced by JPMorgan Chase Ban

Definitions from Tax Sharing Agreement

This TAX SHARING AGREEMENT (this Agreement) is entered into as of [ ] [ ], 2010, between J. Ray Holdings, Inc., a Delaware corporation (J. Ray U.S.) and Babcock &Wilcox Holdings, Inc., a Delaware corporation f/k/a McDermott Holdings, Inc. (BHI), and, solely for the purpose set forth on its signature page to this Agreement, The Babcock & Wilcox Company, a Delaware corporation (B&W). BHI and J. Ray U.S. are sometimes referred to herein individually as a Party, and collectively as the Parties. Unless otherwise indicated, all Section references in this Agreement are to the various sections of this Agreement.

Definitions. For purposes of this Agreement (including the recitals hereof), the following terms shall have the following meanings: 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, such first Person. Agreement has the meaning set forth in the preamble hereof. B&W has the meaning set forth in the preamble hereof. B&W Group means B&W and each Person that is a Subsidiary of B&W immediately after the External Distribution on the External Distribution Date. BHI has the meaning set forth in the preamble hereof. Business Day means a day other than a Saturday, a Sunday or a day on which banking institutions located in the State of Texas are authorized or obligated by applicable law or executive order to close. Code means the U.S. Internal Revenue Code of 1986, as amended from time to time, or any successor law. Confidential Information has the meaning set forth in Section 6.3. Control means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through ownership of securities or partnership, membership, limited liability company or other ownership interests, by contract or otherwise. Controlled has a meaning correlative to the foregoing. Controlling Party means the Party that has full responsibility, control and discretion in handling, settling or contesting a Tax Contest pursuant to Section 7.2. Due Date has the meaning set forth in Section 4.4. Effective Time means the time at which the Internal Distribution is effected on the Internal Distribution Date. External Distribution has the meaning set forth in the recitals hereof. External Distribution Date means the date on which the External Distribution occurs. F Reorganization has the meaning set forth in the recitals hereof. Governmental Authority shall mean any U.S. federal, state, local or non-U.S. court, government (or political subdivision thereof), department, commission, board, bureau, agency, official or other regulatory, administrative or governmental authority. Group means the J. Ray Group or the B&W Group, as the context requires. Information Statement means the information statement and any related documentation to be provided to holders of MII Common Stock in connection with the External Distribution, including any amendments or supplements thereto. Internal Distribution has the meaning set forth in the recitals hereof. Internal Distribution Date means the date on which the Internal Distribution occurs. IRS means the Internal Revenue Service. IRS Submission means the Ruling Request and any other correspondence or supplemental materials submitted to the IRS in connection with obtaining the Ruling. J. Ray Group means MII and each Person that is a Subsidiary of MII immediately after the External Distribution on the External Distribution Date. J. Ray U.S. has the meaning set forth in the preamble hereof. Joint Return means any Tax Return, for any Tax Year, that includes Tax Items of one or more members of the J. Ray Group and one or more members of the B&W Group, determined without regard to Tax Items carried forward to such Tax Year. Master Separation Agreement means the Master Separation Agreement that will be entered into between MII and B&W in connection with the Separation. MII has the meaning set forth in the preamble hereof. MII Common Stock means the MII common stock, par value $1.00 per share, outstanding as of the Effective Time. Non-Controlling Party means the Party that does not have full responsibility, control and discretion in handling, settling or contesting a Tax Contest pursuant to Section 7.2. Non-Preparer means the Party that is not responsible for the preparation and filing of the Joint Return or Separate Return, as applicable, pursuant to Section 3.2. Party has the meaning set forth in the preamble to this Agreement. Payment Date means (i) with respect to any U.S. federal income tax return, any of (A) the due date for any required installment of estimated taxes determined under Section 6655 of the Code, (B) the due date (determined without regard to extensions) for filing the return determined under Section 6072 of the Code or (C) the date the return is filed, as applicable, and (ii) with respect to any other Tax Return, any of the corresponding dates determined under the applicable Tax Law. Person means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, a union, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof. Preparer means the Party that is responsible for the preparation and filing of the Joint Return or Separate Return, as applicable, pursuant to Section 3.2. Prime Rate means the fluctuating commercial loan rate announced by JPMorgan Chase Ban

Definitions from Tax Sharing Agreement

This TAX SHARING AGREEMENT (this Agreement) is entered into as of [ ] [ ], 2010, between J. Ray Holdings, Inc., a Delaware corporation (J. Ray U.S.) and Babcock &Wilcox Holdings, Inc., a Delaware corporation f/k/a McDermott Holdings, Inc. (BHI), and, solely for the purpose set forth on its signature page to this Agreement, The Babcock & Wilcox Company, a Delaware corporation (B&W). BHI and J. Ray U.S. are sometimes referred to herein individually as a Party, and collectively as the Parties. Unless otherwise indicated, all Section references in this Agreement are to the various sections of this Agreement.

Definitions. For purposes of this Agreement (including the recitals hereof), the following terms shall have the following meanings: 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, such first Person. Agreement has the meaning set forth in the preamble hereof. B&W has the meaning set forth in the preamble hereof. B&W Group means B&W and each Person that is a Subsidiary of B&W immediately after the External Distribution on the External Distribution Date. BHI has the meaning set forth in the preamble hereof. Business Day means a day other than a Saturday, a Sunday or a day on which banking institutions located in the State of Texas are authorized or obligated by applicable law or executive order to close. Code means the U.S. Internal Revenue Code of 1986, as amended from time to time, or any successor law. Confidential Information has the meaning set forth in Section 6.3. Control means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through ownership of securities or partnership, membership, limited liability company or other ownership interests, by contract or otherwise. Controlled has a meaning correlative to the foregoing. Controlling Party means the Party that has full responsibility, control and discretion in handling, settling or contesting a Tax Contest pursuant to Section 7.2. Due Date has the meaning set forth in Section 4.4. Effective Time means the time at which the Internal Distribution is effected on the Internal Distribution Date. External Distribution has the meaning set forth in the recitals hereof. External Distribution Date means the date on which the External Distribution occurs. F Reorganization has the meaning set forth in the recitals hereof. Governmental Authority shall mean any U.S. federal, state, local or non-U.S. court, government (or political subdivision thereof), department, commission, board, bureau, agency, official or other regulatory, administrative or governmental authority. Group means the J. Ray Group or the B&W Group, as the context requires. Information Statement means the information statement and any related documentation to be provided to holders of MII Common Stock in connection with the External Distribution, including any amendments or supplements thereto. Internal Distribution has the meaning set forth in the recitals hereof. Internal Distribution Date means the date on which the Internal Distribution occurs. IRS means the Internal Revenue Service. IRS Submission means the Ruling Request and any other correspondence or supplemental materials submitted to the IRS in connection with obtaining the Ruling. J. Ray Group means MII and each Person that is a Subsidiary of MII immediately after the External Distribution on the External Distribution Date. J. Ray U.S. has the meaning set forth in the preamble hereof. Joint Return means any Tax Return, for any Tax Year, that includes Tax Items of one or more members of the J. Ray Group and one or more members of the B&W Group, determined without regard to Tax Items carried forward to such Tax Year. Master Separation Agreement means the Master Separation Agreement entered into as of [ ], 2010 between MII and B&W. MII has the meaning set forth in the preamble hereof. MII Common Stock means the MII common stock, par value $1.00 per share, outstanding as of the Effective Time. Non-Controlling Party means the Party that does not have full responsibility, control and discretion in handling, settling or contesting a Tax Contest pursuant to Section 7.2. Non-Preparer means the Party that is not responsible for the preparation and filing of the Joint Return or Separate Return, as applicable, pursuant to Section 3.2. Party has the meaning set forth in the preamble to this Agreement. Payment Date means (i) with respect to any U.S. federal income tax return, any of (A) the due date for any required installment of estimated taxes determined under Section 6655 of the Code, (B) the due date (determined without regard to extensions) for filing the return determined under Section 6072 of the Code or (C) the date the return is filed, as applicable, and (ii) with respect to any other Tax Return, any of the corresponding dates determined under the applicable Tax Law. Person means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, a union, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof. Preparer means the Party that is responsible for the preparation and filing of the Joint Return or Separate Return, as applicable, pursuant to Section 3.2. Prime Rate means the fluctuating commercial loan rate announced by JPMorgan Chase Bank, National Association from ti

Definitions from Transaction Agreement

This Transaction Agreement is entered into as of April 22, 2005 among RPP HOLDINGS LLC, a Delaware limited liability company (RPP Holdings), RESOLUTION SPECIALTY MATERIALS HOLDINGS LLC, a Delaware limited liability company (RSM Holdings), BHI ACQUISITION CORP., a Delaware corporation (BHI Acquisition), BHI MERGER SUB ONE INC., a Delaware corporation (BHI Merger Sub One), BHI MERGER SUB TWO INC., a Delaware corporation (BHI Merger Sub Two) and BORDEN CHEMICAL, INC., a New Jersey corporation (BCI).

Definitions. As used in this Agreement, the following definitions apply: Action means any action, complaint, petition, suit or other proceeding, whether civil or criminal, in law or in equity, or before any arbitrator or Governmental Authority. Affiliate means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a 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, shall mean 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. Agreement means this Transaction Agreement, as amended, supplemented or modified from time to time. Bakelite means Bakelite Aktiengesellschaft and its subsidiaries. Bakelite Commitment means the Commitments to the European Commission, dated April 8, 2005, by the Apollo Group (as defined in the Bakelite Commitment) in respect of Case M.3593Apollo/Bakelite. BCI has the meaning set forth in the Caption. BCI Refinancing Event means the closing of the New Senior Credit Facility. BHIA LLC (organization) values">BHIA LLC has the meaning set forth in Section 2.2. BHIA Operating Agreement means the limited liability company operating agreement of BHIA LLC, as amended, supplemented or modified from time to time. BHIA Unit means a limited liability company membership unit in BHIA LLC. BHI Acquisition (organization) values">BHI Acquisition has the meaning set forth in the Caption. BHI Common Stock means the common stock, $.001 par value per share, of BHI Acquisition. BHI Contribution means all of (i) the issued and outstanding shares of common stock of the Company owned beneficially or of record by BHIA LLC at the time of such contribution (Old Company Common Stock) and (ii) BHIA LLCs liabilities and obligations in respect of each of the BHI Incentive Plan and the RPP Option Plans. BHI Incentive Plan means BHI Acquisitions 2004 Stock Incentive Plan and 2004 Deferred Compensation Plan, collectively. BHI Merger has the meaning set forth in Section 3.5(b). BHI Merger Certificate has the meaning set forth in Section 3.5(c). BHI Merger Effective Time has the meaning set forth in Section 3.5(c). BHI Merger Sub One has the meaning set forth in the Caption. BHI Merger Sub Two has the meaning set forth in the Caption. BHI Sub One Merger has the meaning set forth in Section 3.4(a). BHI Sub One Merger Certificate has the meaning set forth in Section 3.4(b). BHI Sub One Merger Effective Time has the meaning set forth in Section 3.4(b). Borden Entity means any of BHI Acquisition, BHI Merger Sub One, BHI Merger Sub Two, BCI, Bakelite and each of their respective subsidiaries, and Borden Entities means all of the foregoing, collectively. Borden Holdings means Borden Holdings LLC, a Delaware limited liability company. Borden Indentures means the (i) Indenture between BCI and The First National Bank of Chicago, as Trustee, dated as of January 15, 1983, as supplemented by the First Supplemental Indenture, dated as of March 31, 1986, and the Second Supplemental Indenture, dated as of June 26, 1996, (ii) Indenture between BCI and The Bank of New York, as Trustee, dated as of December 15, 1987, as supplemented by the First Supplemental Indenture, dated as of December 15, 1987, and the Second Supplemental Indenture, dated as of February 1, 1993, and the Third Supplemental Indenture, dated as of June 26, 1996, (iii) Indenture among Borden U.S. Finance Corp., Borden Nova Scotia Finance, ULC, BCI and Wilmington Trust Company, as Trustee, dated as of August 12, 2004 and (iv) any Indenture among BCI, one or more of its finance subsidiaries and a trustee as contemplated by Schedule 7.1, collectively. Borden Intercompany Notes means the Intercompany Debt referenced in the Assignment and Assumption Agreement, dated as of August 16, 2004, between Borden Holdings and BHI Acquisition. Borden SEC Reports has the meaning set forth in Section 6.6(a). Certificate has the meaning set forth in Section 5.2. Closing has the meaning set forth in Section 5.1. Closing Date has the meaning set forth in Section 5.1. Code means the Internal Revenue Code of 1986, as amended. Combination Parties means RPP Holdings, RSM Holdings, BHI Acquisition, BHI Merger Sub One, BHI Merger Sub Two and BCI, collectively. Company has the meaning set forth in Section 3.13(a). Contract means any written or oral agreement, contract, bond, commitment, franchise, indemnity, indenture, instrument, lease or license. Corporate Group means (i) with respect to any RPP Entity, the RPP Entities, (ii) with respect to any RSM Entity, the RSM Entities and (iii) with respect to any Borden Entity, the Borden Entities. Delaware LLC Act has the meaning set forth in the Recitals. Delaware Secretary means the Secretary of State of the State of Delaware. Delaware Statute