December 31, 2014 Uses in Certain Definitions Clause

Certain Definitions from Purchase and Sale Agreement

This Purchase and Sale Agreement dated as of July 10, 2016 (this "Agreement") is entered into by and among The Southern Company, a Delaware corporation (the "Buyer") Southern Natural Gas Company, L.L.C., a Delaware limited liability company (the "Company"), and Kinder Morgan SNG Operator LLC, a Delaware limited liability company (the "KM Member"). Each of the Buyer, the Company and the KM Member are referred to herein individually as a "Party", and collectively as the "Parties".

Certain Definitions. As used in this Agreement:"Actual Casualty Loss" means, in respect of a referenced Casualty Event, an amount equal to the cost actually incurred for repairs or replacement of the assets directly affected by such Casualty Event, net of insurance proceeds actually recovered in connection with such Casualty Event. "Agreement" has the meaning set forth in the Preamble."Affiliate" means, as to any Person, any other Person which, directly or indirectly Controls, is Controlled by, or is under common Control with such Person. Following the Closing, neither KM Member nor the Buyer shall be deemed an Affiliate of the Company."Allocation Schedule" has the meaning set forth in Section 12.1(b)."Amended and Restated LLC Agreement" means that certain Fourth Amended and Restated Limited Liability Company Agreement of the Company, in a form mutually agreed by the Buyer and the KM Member."Ancillary Documents" means the Amended and Restated LLC Agreement, the O&M Agreement and all other documents and instruments executed in connection herewith."Applicable Capital Projects" means the capital projects identified on the Capital Project Budget as "Zone 3 Expansion". "Arbitration Notice" has the meaning set forth in Section 13.2(c)."Arbitrators" has the meaning set forth in Section 13.3(a)."Audited Financial Statements" means the consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2013, December 31, 2014 and December 31, 2015 with the related consolidated statements of income, cash flows and member's equity for each of the three years then ended, audited by PricewaterhouseCoopers LLP."Base Purchase Price" has the meaning set forth in the Section 3.1."Business Day" means a day other than a Saturday, Sunday or day on which commercial banks in the United States or the State of Texas are authorized or required to be closed for business."Buyer" has the meaning set forth in the Preamble."Cap" has the meaning set forth in Section 11.4(a)."Capital Project Budget" means the capital project budget attached hereto as Exhibit B."Casualty Event" means an event of damage by fire or other casualty to the pipeline, facilities and other tangible property of the Company or its Subsidiaries after the Effective Time but prior to the Closing."Casualty Election Notice" has the meaning set forth in Section 7.7(c)."Casualty Termination Threshold" means $100,000,000."CERCLA" has the meaning specified in the definition of "Environmental Law.""CERCLIS" means the Comprehensive Environmental Response, Compensation and Liability Information System List."Claim" or "Claims" means any and all claims (including any cross-claim or counterclaim), Liens, causes of action, suits, charges, complaints, litigation, demands, arbitrations, proceedings (including any civil, criminal, administrative, investigative or appellate proceedings), hearings, inquiries, investigations, audits, disputes and other assertions of Liability, whenever or however arising."Closing" has the meaning set forth in Section 2.1."Closing Date" has the meaning set forth in Section 2.1."Closing Item Arbitrator" has the meaning set forth in Section 3.4(b)."Closing Long-Term Indebtedness" means the amount set forth in a letter from each of the Wilmington Trust Company, as trustee under the Indenture, and The Bank of New York Mellon, as series trustee for the 5.90% Notes due 2017, which together confirm the aggregate principal amount outstanding under the Indenture as of the date that is three Business Days prior to the Closing Date. "Closing Working Capital" has the meaning set forth in Section 3.3."Code" means the Internal Revenue Code of 1986, as amended."Company" has the meaning set forth in the Preamble."Company Debt" means, except for accounts and obligations owed by the Company to any of its Subsidiaries or owed by a Subsidiary of the Company to the Company and/or one or more of its Subsidiaries, (a) all indebtedness of the Company and its Subsidiaries for the repayment of borrowed money, whether or not represented by bonds, debentures, notes or similar instruments, all accrued and unpaid interest thereon and all premiums, prepayment penalties, fees and other amounts in respect thereof; (b) all obligations of the Company and its Subsidiaries as lessee or lessees under leases that have been recorded by the Company as capital leases in accordance with GAAP; (c) all obligations of the Company and its Subsidiaries issued or assumed as the deferred purchase price of property, all conditional sale obligations of the Company and its Subsidiaries and all obligations of the Company and its Subsidiaries under any title retention agreement (excluding trade accounts payable and other accrued current liabilities arising in the ordinary course of business, but including the current liability portion of any indebtedness for borrowed money); (d) all obligations of the Company and its Subsidiaries for the reimbursement of any obligor on any letter of credit, banker's acceptance or s

Certain Definitions from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is dated as of April 4, 2016, by and between DNB Financial Corporation, a Pennsylvania corporation ("DNB"), and East River Bank, a Pennsylvania chartered savings bank ("ERB").

Certain Definitions. As used in this Agreement, the following terms have the following meanings (unless the context otherwise requires, references to Articles and Sections refer to Articles and Sections of this Agreement). "ACA" shall have the meaning set forth in Section 4.12.2. "ACBB" shall mean Atlantic Community Bankers Bank. "Acquisition Proposal" shall have the meaning set forth in Section 6.10.1. "Acquisition Transaction" shall have the meaning set forth in Section 6.10.1. "Adjusted DNB Ratio" shall have the meaning set forth in Section 11.1.7. "Adjusted Per Share Stock Consideration" shall have the meaning set forth in Section 11.1.7. "Administrative Delinquencies" shall mean loans (a) that are current (less than 30 days delinquent), but have reached a maturity date and have not yet been extended, and (b) that are more than 30 days delinquent as a result of (i) a delay in billing by ERB, (ii) a delay in posting payments by ERB, or (iii) weather, hostilities, or other events not in the borrower's control that delay the delivery of payments generally to ERB. "Affiliate" shall mean any Person who directly, or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person and, without limiting the generality of the foregoing, includes any executive officer or director of such Person and any Affiliate of such executive officer or director. "Agreement" shall mean this agreement, together with any amendment hereto. "Applications" shall mean the applications for regulatory approval that are required by the transactions contemplated hereby. "Average Closing Price" shall have the meaning set forth in Section 11.1.7. "Bank Regulator" shall mean any federal or state banking regulator, including but not limited to the OCC, the FRB, the FDIC and the Pennsylvania Department, which regulates DNB Bank or ERB, or any of their respective holding companies or subsidiaries, as the case may be. "Business Day" shall mean any day other than (a) a Saturday or Sunday, or (b) a day on which banking and savings and loan institutions in the Commonwealth of Pennsylvania are authorized or obligated by law or executive order to be closed. "Cash Election" shall have the meaning set forth in Section 3.1.4. "Cash Election Shares" shall have the meaning set forth in Section 3.1.4. "Cash-Out Consideration" shall have the meaning set forth in Section 3.3.9. "Certificates" shall mean certificates evidencing shares of ERB Common Stock. "Claim" shall have the meaning set forth in Section 7.9.1. "Closing" shall have the meaning set forth in Section 2.2. "Closing Date" shall have the meaning set forth in Section 2.2. "COBRA" shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. "Code" shall have the meaning assigned in the recitals of this Agreement. "Confidentiality Agreements" shall have the meaning set forth in Section 12.1. "Continuing Employees" shall have the meaning set forth in Section 7.8.1. "Determination Date" shall have the meaning set forth in Section 11.1.7. "Dissenting Shareholder" shall have the meaning set forth in Section 3.3.10. "Dissenting Shares" shall have the meaning set forth in Section 3.3.10. "DNB" shall mean DNB Financial Corporation, a Pennsylvania corporation, with its principal executive offices located at 4 Brandywine Avenue, Downingtown, PA 19335. "DNB Audit Committee" shall have the meaning set forth in Section 5.5.3. "DNB Bank" shall mean DNB First, N.A., a national bank, with its principal offices located at 4 Brandywine Avenue, Downingtown, PA 19335, which is a wholly owned subsidiary of DNB. "DNB Common Stock" shall mean the common stock, par value $1.00 per share, of DNB. "DNB Compensation and Benefit Plans" shall mean all existing bonus, incentive, deferred compensation, supplemental executive retirement plans, pension, retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock, stock option, stock appreciation, phantom stock, severance, welfare benefit plans (including paid time off policies and other benefit policies and procedures), fringe benefit plans, employment, consulting, settlement and change in control agreements and all other benefit practices, policies and arrangements maintained by DNB or any DNB Subsidiary in which any employee or former employee, consultant or former consultant or director or former director of DNB or any DNB Subsidiary participates or to which any such employee, consultant or director is a party or is otherwise entitled to receive benefits. "DNB Disclosure Schedule" shall mean a written disclosure schedule delivered by DNB to ERB specifically referring to the appropriate section of this Agreement. "DNB ERISA Affiliate" shall have the meaning set forth in Section 5.11.3. "DNB Financial Statements" shall mean the (a) the audited consolidated statements of condition (including related notes and schedules) of DNB and subsidiaries as of December 31,

Certain Definitions from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is made and entered into as of March 20, 2016 by and among Nathan Intermediate LLC, a Delaware limited liability company (Parent), Nathan Merger Co., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub), Netsmart, Inc., a Delaware corporation (the Company), and Genstar Capital Partners V, L.P., as the Equityholders Representative (the Equityholders Representative).

Certain Definitions. As used in this Agreement, the following terms shall have the following respective meanings: Acquired Companies means, collectively, the Company and each of its Subsidiaries. Acquisition Proposal means, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any Persons indication of interest in (i) the sale, license, disposition, transfer or acquisition of more than 50% of the assets of the Acquired Companies, taken as a whole, (ii) the issuance, disposition or acquisition of (a) capital stock or other equity securities of the Company (other than in connection with the exercise of any Company Option) representing at least 20% of the outstanding Company Common Stock, (b) any subscription, option, call, warrant, preemptive right, right of first refusal or any other right (whether or not exercisable) to acquire capital stock or other equity securities of the Company (other than the grant of Company Options to newly hired employees of the Company in the ordinary course of business consistent with past practices) representing at least 20% of the outstanding Company Common Stock or (c) securities, instruments or obligations that are or may become convertible into or exchangeable for capital stock or other equity securities of the Company representing at least 20% of the outstanding Company Common Stock or (iii) any merger, consolidation, business combination, reorganization or similar transaction involving the Company in which the current holders of Company Common Stock would no longer hold at least a majority of the outstanding Company Common Stock as a result of such transaction. Action means any litigation (in law or equity), claim, action, suit or proceeding, arbitral action, governmental inquiry, criminal prosecution or investigation. Affiliate means, when used with respect to a specified Person, another Person that either directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the specified Person. Aggregate Exercise Price means the aggregate exercise price of all Vested Company Options that are outstanding as of immediately prior to the Effective Time. Aggregate Payments means the payment in full, in cash, of the Merger Consideration and all other amounts to be paid in connection therewith by Parent or Merger Sub, or the Company, the Surviving Corporation or their Subsidiaries, including the repayment of Company Debt, the payment of Unpaid Company Transaction Expenses, the deposit of the Escrow Fund and the funding of the Representative Fund. Antitrust Laws means the Sherman Act, the Clayton Act, the HSR Act, the Federal Trade Commission Act, and all other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments to or lessening of competition or the creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement. Business means the business and operations of the Acquired Companies. Business Day means any day that is not a Saturday, Sunday or other day on which banks are required or authorized by Law to be closed in New York, New York. Calculation Time means 11:59 p.m. Central time on the day immediately preceding the Closing Date. Cash means cash and cash equivalents in the accounts of the Acquired Companies, including marketable securities and short-term investments, less the aggregate amount of any outstanding checks, transfers and drafts plus deposits that are in transit to the accounts of the Acquired Companies, in each case, as determined in accordance with GAAP; provided, that Cash shall exclude any restricted cash (as determined in accordance with GAAP). Cleanup means all actions required by applicable Law to: (1) cleanup, remove, treat or remediate Hazardous Materials in the indoor or outdoor environment; (2) prevent the Release of Hazardous Materials so that they do not migrate, endanger or threaten to endanger public health or welfare or the indoor or outdoor environment; (3) perform pre-remedial studies and investigations and post-remedial monitoring and care; or (4) respond to any government requests for information or documents in any way relating to cleanup, removal, treatment or remediation or potential cleanup, removal, treatment or remediation of Hazardous Materials in the indoor or outdoor environment. Closing Cash means the aggregate amount of all Cash of the Acquired Companies as of the Calculation Time. Closing Debt means all Debt (including the Company Debt) of the Acquired Companies as of immediately prior to the Closing; provided, however, notwithstanding the foregoing or anything to the contrary in this Agreement, if the amount of Debt of the Acquired Companies is reduced at any time after the Calculation Time but prior to as of immediately prior to the Cl

Certain Definitions from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER, dated as of February 29, 2016, by and between SUMMIT COMMUNITY BANK, INC. ("Summit") and HIGHLAND COUNTY BANKSHARES, INC. ("HCB").

Certain Definitions. The following terms are used in this Agreement with the meanings set forth below:"Acquisition Agreement" has the meaning set forth in Section 8.03(a). "Acquisition Proposal" means any tender or exchange offer, proposal for a merger, consolidation or other business combination involving HCB or any of its Subsidiaries or any proposal or offer to acquire equity interests representing 15.0% or more of the voting power of, or at least 10.0% of the assets or deposits of, HCB or any of its Subsidiaries, other than the transactions contemplated by this Agreement."Adjusted Shareholders' Equity" has the meaning set forth in Section 3.01(c)(i)."Agreement" means this Agreement, as amended or modified from time to time in accordance with Section 9.02."Aggregate Merger Consideration" has the meaning set forth in Section 3.01(a)."Aggregate Special Dividend" has the meaning set forth in Section 3.01(b)."Benchmark Equity Ceiling" has the meaning set forth in Section 3.01(c)(i)."Benchmark Equity Floor" has the meaning set forth in Section 3.01(c)(i)."Benchmark Equity Target" has the meaning set forth in Section 3.01(c)(i)."Code" means the Internal Revenue Code of 1986, as amended."Compensation and Benefit Plans" has the meaning set forth in Section 5.03(m)(i)."Community Reinvestment Act" has the meaning set forth in Section 5.03(j)(vi)."Consultants" has the meaning set forth in Section 5.03(m)(i)."Contract" means any written or oral agreement, arrangement, authorization, commitment, contract, indenture, instrument, lease, license, obligation, plan, practice, restriction, understanding, or undertaking of any kind or character, or other document to which any Person is a party or that is binding on any Person or its capital stock, assets or business."Directors" has the meaning set forth in Section 5.03(m)(i)."Disclosure Schedule" has the meaning set forth in Section 5.01."Dissenters' Shares" has the meaning set forth in Section 3.04."DOL" means the United States Department of Labor."Effective Date" has the meaning set forth in Section 2.02(a)."Effective Time" means the effective time of the Merger, as provided for in Section 2.02(a)."Employees" has the meaning set forth in Section 5.03(m)(i)."Environmental Laws" means all applicable local, state and federal environmental, health and safety laws and regulations, including, without limitation, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation, and Liability Act, the Clean Water Act, the Federal Clean Air Act, and the Occupational Safety and Health Act, each as amended, regulations promulgated thereunder, and state counterparts."ERISA" means the Employee Retirement Income Security Act of 1974, as amended."ERISA Affiliate" has the meaning set forth in Section 5.03(m)(iii)."Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder."Exchange Agent" has the meaning set forth in Sections 3.03(a)."Exchange Fund" has the meaning set forth in Section 3.03(a)."FCB" means First and Citizens Bank, a Virginia banking corporation, and wholly-owned subsidiary of HCB."FCB Loans" means any written loan, loan agreement, note or borrowing arrangement (including leases, credit enhancements, guarantees and interest bearing assets) to which FCB or HCB is party as a creditor."Fee" has the meaning set forth in Section 8.03(a)."GAAP" means generally accepted accounting principles in the United States, consistently applied."Governmental Authority" means any court, administrative agency or commission or other federal, state or local governmental authority or instrumentality."HCB Articles" means the Articles of Incorporation of HCB, as amended."HCB Board" means the Board of Directors of HCB."HCB Bylaws" means the Bylaws of HCB, as amended."HCB Common Stock" means the common stock, par value $0.01 per share, of HCB."HCB Financial Statements" means (i) the consolidated statements of condition (including related notes and schedules, if any) of HCB as of September 30, 2015, and as of December 31, 2014 and 2013, and the related statements of operations, changes in stockholders' equity, and cash flows (including related notes and schedules, if any, and subject, in the case of unaudited statements to year-end audit adjustments normal in nature and amount) for the quarter ended September 30, 2015, and for each of the fiscal years ended December 31, 2014 and 2013, as filed by HCB in Call Reports (and, in the case of the annual financial statements, as audited and made available to the stockholders of HCB), and (ii) the financial statements included in Call Reports filed by HCB and any other annual audited financial statements with respect to periods ended subsequent to September 30, 2015. "Call Reports" mean each Consolidated Reports of Condition and Income (FFIEC Form 041) of HCB or any successor form of the Federal Financial Institutions Examination Council."HCB Meeting" has the meaning set forth in Section 6.02."I

Certain Definitions from Asset Purchase Agreement

This ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of December 18, 2015, among Georgia-Pacific Wood Products LLC, a Delaware limited liability company ("Wood Products"), Georgia-Pacific Wood Products South LLC, a Delaware limited liability company ("Wood Products South"), Georgia-Pacific LLC, a Delaware limited liability company ("Seller Parent" and, collectively with Wood Products and Wood Products South, "Seller"); Boise Cascade Wood Products, L.L.C., a Delaware limited liability company ("Buyer"), and, as set forth in Section 10.14, Boise Cascade Company, a Delaware corporation ("Buyer Parent"). Seller and Buyer (and solely with respect to references set forth in Article X, Buyer Parent) are referred to collectively herein as the "Parties."

Certain Definitions. For purposes of this Agreement, the following terms will have the meanings specified in this Section 11.1:"Affiliate" means (a) with respect to any Person other than Seller, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and (b) with respect to Seller (including Seller Parent), any other Person that, directly or indirectly through one or more intermediaries, is controlled by Seller Parent."Ancillary Agreements" means the Bills of Sale, the Assignment and Assumption Agreement, the Deeds, the Transition Services Agreement, the Patent and Know-How License Agreement, the Thorsby Assignment and Assumption Agreement the Patent Assignment Agreement, the Trademark Assignment Agreement, the Wood Products Domain Name Assignment Agreement, the Seller Parent Domain Name Assignment Agreement and any other certificate, document or instrument delivered pursuant to this Agreement."Ancillary IP Rights" means, with respect to any Intellectual Property, any and all of the following: (i) rights to pursue and collect damages, costs, injunctive relief and other remedies for past, current, or future infringement, misappropriation, or conflict with such Intellectual Property; and (ii) royalties, fees, income and other payments and proceeds due or accrued as of the Closing Date and thereafter under or arising from such Intellectual Property."Antitrust Laws" means the HSR Act, the Sherman Act, as amended, the Clayton Act, as amended, the Federal Trade Commission Act, as amended, and any other United States federal or state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade. "Assigned Contracts" means all Contracts of Seller used or held for use exclusively in the conduct of the Business, or otherwise identified on Schedule 11.1(a), including the Thorsby Property Leases, the WFS Contracts and the North Woods Contract."Assumed Environmental Liabilities" means Environmental Liabilities existing on or before the Closing Date that do not arise from or relate to violations or breaches of Environmental Law or otherwise require Remedial Action pursuant to Environmental Law. Assumed Environmental Liabilities include any condition set forth on Schedule 3.16 (other than those set forth on Schedule 11.1(f))."Assumed Liabilities" means the following Liabilities to the extent related to the Business or the Purchased Assets, regardless of whether arising prior to, on or after the Closing: (a) Liabilities under the Assigned Contracts or Permits transferred to Buyer, but excluding any Liabilities arising from or relating to any breach or violation by Seller thereof to the extent such breach or violation is Known by Seller prior to the Closing; (b) Liabilities to the extent included in the calculation of Final Net Working Capital; (c) all Transfer Taxes and Real Property Transfer Expenses described in Section 7.4 to the extent that Buyer has agreed to be responsible therefor pursuant to this Agreement; (d) other Liabilities with respect to the Business, the Purchased Assets or the Transferred Employees to the extent (i) set forth on Schedule 11.1(b) or (ii) Buyer has expressly agreed to be responsible therefor in accordance with this Agreement; and (e) all Assumed Environmental Liabilities. "Base Cash Amount" means an amount in cash equal to Two Hundred Fifteen Million Dollars ($215,000,000)."Business Benefit Plans" means all "employee benefit plans," as defined in Section 3(3) of ERISA, and all other material employee benefit arrangements or payroll practices, including bonus plans, consulting or other compensation agreements, incentive, equity or equity-based compensation, retention, change in control, deferred compensation arrangements, stock purchase, severance pay, sick leave, vacation pay, salary continuation, disability, hospitalization, medical insurance, life insurance, scholarship programs maintained, contributed to or required to be maintained or contributed to by Seller or any of its ERISA Affiliates, providing benefits to any current or former Business Employee."Business Day" means any day of the year on which national banking institutions in Atlanta, Georgia and New York, New York are open to the public for conducting business and are not required or authorized to close."Business Employee" means, (a) other than the Excluded Employees, each employee of Seller who primarily works in the Business (at either of the Facilities) and (b) each individual who is set forth on Schedule 11.1(c), including in all cases, each such employee who as of the Closing Date is on Extended Leave or vacation."Cash" means, with respect to a Person, all cash, cash equivalents and marketable securities of such Person. "COBRA" means the Consolidated Omnibus Budget Reconc

Certain Definitions from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of November 23, 2015, is by and between MainSource Financial Group, Inc., an Indiana corporation (MainSource) and Cheviot Financial Corp., a Maryland corporation (Cheviot Financial). Each of MainSource and Cheviot Financial is sometimes individually referred to herein as a party, and MainSource and Cheviot Financial are collectively sometimes referred to as the parties.

Certain Definitions. As used in this Agreement, the following terms have the following meanings (unless the context otherwise requires, references to Articles and Sections refer to Articles and Sections of this Agreement). Acquisition Proposal shall have the meaning set forth in Section 6.10.1. Acquisition Transaction shall have the meaning set forth in Section 6.10.1. Affiliate means any Person who directly, or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person and, without limiting the generality of the foregoing, includes any executive officer or director of such Person and any Affiliate of such executive officer or director. Agreement means this Agreement and Plan of Merger, and any amendment hereto. ASTM shall have the meaning set forth in Section 6.3.2. Bank Merger means the merger of Cheviot Savings Bank with and into MainSource Bank with MainSource Bank as the surviving entity. The Bank Merger shall immediately follow the Merger. Bank Merger Act means the Bank Merger Act, within the Federal Deposit Insurance Act and applicable regulations thereunder. Bank Merger Agreement shall mean the Agreement and Plan of Merger by and between Cheviot Savings Bank and MainSource Bank. Bank Merger Effective Date means the date that the Articles of Merger evidencing stockholder approval of the Bank Merger is filed with the Indiana DFI and the Indiana Secretary of State, or such other date as set forth in the Articles of Merger or as determined in accordance with applicable law. Bank Regulator shall mean any Federal or state banking regulator having jurisdiction over the Parties, including but not limited to the Federal Deposit Insurance Corporation, the Ohio Division, the Indiana DFI, and the Board of Governors of the Federal Reserve System. Banking Code means the Indiana Financial Institutions Act, as amended. BHCA means the Bank Holding Company Act of 1956, as amended. Burdensome Condition shall have the meaning set forth in Section 8.2. Cash Election shall have the meaning set forth in Section 3.2.2. Cash Election Shares shall have the meaning set forth in Section 3.2.1. Cash/Stock Consideration shall have the meaning set forth in Section 3.2.2. Certificate shall mean a certificate or book entry evidencing shares of Cheviot Financial Common Stock. Cheviot Financial shall mean Cheviot Financial Corp., a Maryland corporation, with its principal executive offices located at 3723 Glenmore Avenue, Cheviot, Ohio. Cheviot Financial Common Stock shall mean the common shares, par value $0.01 per share, of Cheviot Financial. Cheviot Financial Compensation and Benefits Plans shall have the meaning set forth in Section 4.13.1 hereof. Cheviot Financial Disclosure Schedule shall mean the collective written disclosure schedules delivered by Cheviot Financial to MainSource pursuant to this Agreement. Cheviot Financial ERISA Affiliate shall have the meaning set forth in Section 4.13.1. Cheviot Financial Financial Statements shall mean (i) the audited consolidated balance sheets of Cheviot Financial as of December 31, 2014, 2013, and 2012 and the consolidated statements of income, comprehensive income, stockholders equity and cash flows (including related notes and schedules, if any) of Cheviot Financial for each of the three years ended December 31, 2014, 2013 and 2012, (ii) the unaudited interim consolidated financial statements of Cheviot Financial as of the end of each calendar quarter following December 31, 2014 and for the periods then ended, as filed by Cheviot Financial in its Securities Documents, and (iii) Call Reports (Call Reports) for Cheviot Savings Bank as of the close of business on December 31, 2014, 2013 and 2012, and for the three months ended September 30, 2015. Cheviot Financial 401(k) Plan shall mean the Cheviot Savings Bank 401(k) Retirement Savings Plan. Cheviot Financial ESOP shall mean the Cheviot Financial Corp. Employee Stock Ownership Plan. Cheviot Financial ESOP Loan shall have the meaning set forth in Section 6.14. Cheviot Financial Preferred Stock shall mean the preferred shares, par value $0.01 per share, of Cheviot Financial. Cheviot Financial PTO Policy shall have the meaning set forth in Section 7.6.1. Cheviot Financial Recommendation shall have the meaning set forth in Section 8.1.1. Cheviot Financial Regulatory Reports means the Call Reports of Cheviot Savings Bank and accompanying schedules, as filed with the Federal Financial Institutions Examination Council, for each calendar quarter beginning with the quarter ended March 31, 2015, through the Closing Date, and Form FR Y-9C and other required reporting forms required by the FRB for each calendar beginning with the quarter ended March 31, 2015 through the Closing Date. Cheviot Financial Reports shall have the meaning set forth in Section 4.6.6. Cheviot Financial Representatives shall have the meaning set forth in Section 6.10.1. Cheviot Financial Restricted Shares shall mean shares of Chev

Certain Definitions from Agreement and Plan of Reorganization

AGREEMENT AND PLAN OF REORGANIZATION, dated as of November 9, 2015 (this Agreement), by and between BANK OF GEORGETOWN (Georgetown) and UNITED BANKSHARES, INC. (United).

Certain Definitions. The following terms are used in this Agreement with the meanings set forth below: Acquisition Agreement has the meaning set forth in Section 8.03(a). Acquisition Proposal means any tender or exchange offer, proposal for a merger, consolidation or other business combination involving Georgetown or any of its Subsidiaries or any proposal or offer to acquire equity interests representing 24.99% or more of the voting power of, or at least 24.99% of the assets or deposits of, Georgetown or any of its Subsidiaries, other than the transactions contemplated by this Agreement. Agreement has the meaning set forth in the preamble to this Agreement. ALLL has the meaning set forth in Section 5.03(w). Average Closing Price has the meaning set forth in Section 3.03. Book-Entry Shares has the meaning set forth in Section 3.04. Call Reports mean each Consolidated Reports of Condition and Income (FFIEC Form 041) of Georgetown or any successor form of the Federal Financial Institutions Examination Council. Code has the meaning set forth in the recitals. Compensation and Benefit Plans has the meaning set forth in Section 5.03(m). Confidentiality Agreements has the meaning set forth in Section 6.05(b). Consultants has the meaning set forth in Section 5.03(m). Contract means any written or oral agreement, arrangement, authorization, commitment, contract, indenture, instrument, lease, license, obligation, plan, practice, restriction, understanding, or undertaking of any kind or character, or other document to which any Person is a party or that is binding on any Person or its capital stock, assets or business. Costs has the meaning set forth in Section 6.10(a). DC Banking Department means the District of Columbia Department of Insurance, Securities and Banking. DC Business Code means the provisions of the District of Columbia Business Organizations Code and District of Columbia Banking Code. DC Department means the District of Columbia Department of Consumer and Regulatory Affairs. Deferred Compensation Plan has the meaning set forth in Section 5.03(m)(xi). Determination Date has the meaning set forth in Section 3.03. Directors has the meaning set forth in Section 5.03(m). Disclosure Schedule has the meaning set forth in Section 5.01. Dissenting Shares has the meaning set forth in Section 3.07(a). Dissenting Stockholders has the meaning set forth in Section 3.07(a). DOL means the United States Department of Labor. Effective Date has the meaning set forth in Section 2.02(a). Effective Time means the effective time of the Merger, as provided for in Section 2.02(a). Employees has the meaning set forth in Section 5.03(m). Environmental Laws means all applicable local, state and federal environmental, health and safety laws and regulations, including, without limitation, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation, and Liability Act, the Clean Water Act, the Federal Clean Air Act, and the Occupational Safety and Health Act, each as amended, regulations promulgated thereunder, and state counterparts. ERISA means the Employee Retirement Income Security Act of 1974, as amended. ERISA Affiliate has the meaning set forth in Section 5.03(m)(iii). Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. Exchange Agent means Computershare Limited. Exchange Fund has the meaning set forth in Section 3.04(a). Exchange Ratio has the meaning set forth in Section 3.01(a). Federal Reserve Board means the Board of Governors of the Federal Reserve System. Fee has the meaning set forth in Section 8.03(a). Final Index Price has the meaning set forth in 8.01(h)(ii). GAAP means United States generally accepted accounting principles as in effect from time to time, consistently applied. Georgetown has the meaning set forth in the preamble to this Agreement. Georgetown Board means the Board of Directors of Georgetown. Georgetown Bylaws means the Bylaws of Georgetown, as amended. Georgetown Certificate means the Articles of Incorporation of Georgetown, as amended. Georgetown Common Stock means the common stock, par value $0.01 per share, of Georgetown. Georgetown Financial Statements means (i) the consolidated statements of condition (including related notes and schedules, if any) of Georgetown as of September 30, 2015, and as of December 31, 2014 and 2013, and the related statements of operations, changes in stockholders equity, and cash flows (including related notes and schedules, if any, and subject, in the case of unaudited statements to year-end audit adjustments normal in nature and amount) for the quarter ended September 30, 2015, and for each of the fiscal years ended December 31, 2014, 2013, and 2012, as filed by Georgetown in Call Reports (and, in the case of the annual financial statements, as audited and made available to the stockholders of Georgetown), and (ii) the financial statements included in Call Reports filed by Georgetown with res

Certain Definitions from Purchase Agreement

This Purchase Agreement (this "Agreement") is made and entered into as of October 7, 2015, by and among Dainese S.p.A., a joint stock company incorporated under the laws of Italy ("Dainese Italy"), Dainese USA, Inc., a Delaware corporation ("Dainese USA" and together with Dainese Italy, each a "Purchaser" and collectively, the "Purchasers"), Black Diamond, Inc., a Delaware corporation ("Black Diamond"), and Ember Scandinavia AB, a company duly organized and registered under the laws of Sweden with corporate registration number 556891-5580 ("Ember" and together with Black Diamond, each a "Seller" and collectively, the "Sellers").

Certain Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: "Accounting Firm" shall mean Deloitte & Touche LLP or another independent accounting firm chosen jointly by the Purchasers and the Sellers. "Action" means any claim, action, suit, proceeding, dispute, arbitration, mediation, audit or other investigation as to which written notice has been provided to the applicable party. "Affiliate" means, with respect to any specified Person, any other Person that, either directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person. The term "control" means the power to direct or cause the direction of the management and policies of a Person, directly or indirectly, whether through the ownership of voting securities, by Contract or otherwise, and "controlled" has the correlative meaning. "Business" means the business and operations of the Companies and the Companies' Subsidiaries, as conducted as of the Closing Date by the Companies and the Companies' Subsidiaries. "Business Day" means any day that is not a Saturday, Sunday or other day on which banks are required or authorized by Law to be closed in the State of New York or Stockholm, Sweden. "Business Financial Statement" means the consolidated accounts of the Companies and the Companies' Subsidiaries, including balance sheets and profit and loss statements for the two financial years ended December 31, 2014 and the six months period ended June 30, 2015. "Charter Documents" means the articles or certificate of incorporation, formation or organization, memorandum of association and bylaws, constitution, operating agreement, partnership agreement or other organizational document of any Person other than an individual, each as amended. "Code" means the United States Internal Revenue Code of 1986, as amended. "Company Employee" means each employee of any Company or any Company Subsidiary. "Confidentiality Agreement" means the confidentiality agreement between Black Diamond and Dainese S.p.A., dated as of March 2015. "Consolidated Group Tax Liabilities" means Tax Liabilities of an affiliated group filing a U.S. consolidated federal income Tax Return. "Contract" means any written contract, agreement, indenture, note, bond, loan, instrument, lease, conditional sales contract, mortgage, license, franchise agreement, binding commitment or other written arrangement, but excludes any Company Benefit Plan and any purchase order. "Credit Facility" means the Seasonal Credit Facility dated January 30, 2015 between Nordea Bank AB and POC Sweden AB, as borrower, as amended from time to time. "Encumbrance" means any security interest, pledge, mortgage, lien, hypothecation or charge, adverse claim of ownership or use, restriction on transfer (such as a right of first refusal or other similar rights), defect of title, deed of trust, option, preemptive right, easement, servitude or other encumbrance or transfer restriction of any kind or character.

Certain Definitions from Agreement and Plan of Reorganization

AGREEMENT AND PLAN OF REORGANIZATION, dated as of September 30, 2015 between Pacific Premier Bancorp, Inc. (PPBI) and Security California Bancorp (SCB).

Certain Definitions. The following terms are used in this Agreement with the meanings set forth below: Acquisition Proposal has the meaning set forth in Section 6.07. 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 means this Agreement and Plan of Reorganization, as amended or modified from time to time in accordance with Section 9.02. Bank Merger has the meaning set forth in Section 2.03. Bank Merger Agreement means the Bank Merger Agreement by and between Pacific Premier and Security Bank, the form of which is attached hereto as Annex C, as amended or modified from time to time in accordance with its provisions. Bank Secrecy Act means the Bank Secrecy Act of 1970, as amended. Benefit Plans has the meaning set forth in Section 5.03(m)(i). Business Day means Monday through Friday of each week, except a legal holiday recognized as such by the U. S. Government or any day on which banking institutions in the State of California are authorized or obligated to close. Certificate means any certificate which immediately prior to the Effective Time represented shares of SCB Common Stock. Certificate of Merger has the meaning set forth in Section 2.02(a). CFC means the California Financial Code. CGCL means the California General Corporation Law. Change in Recommendation has the meaning set forth in Section 6.02(a). Closing and Closing Date have the meanings set forth in Section 2.02(b). Code has the meaning set forth in the preamble to this Agreement. Community Reinvestment Act means the Community Reinvestment Act of 1977, as amended. Confidentiality Agreement has the meaning set forth in Section 6.06(c). Control Transaction has the meaning set forth in Section 8.02(b)(ii). DBO means the California Department of Business Oversight Division of Financial Institutions. Deal Expenses means SCBs professional fees, change-in-control payments and any contractual termination costs incurred in connection with the Transaction, other than the FIS Expense. Deal Expense Cap means $5.0 million. Derivatives Contract has the meaning set forth in Section 5.03(q)(ii). DGCL means the Delaware General Corporation Law. Disclosure Schedule has the meaning set forth in Section 5.01. Dissenting Shares has the meaning set forth in Section 3.05. DOL has the meaning set forth in Section 5.03(m)(i). Effective Date has the meaning set forth in Section 2.02(a). Effective Time has the meaning set forth in Section 2.02(a). Employees has the meaning set forth in Section 5.03(m)(i). Environmental Laws has the meaning set forth in Section 5.03(o). Equal Credit Opportunity Act means the Equal Credit Opportunity Act, as amended. Equity Investment means (a) an Equity Security; and (b) an ownership interest in any company or other entity, any membership interest that includes a voting right in any company or other entity, any interest in real estate; and any investment or transaction which in substance falls into any of these categories even though it may be structured as some other form of investment or transaction. Equity Security means any stock, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, or voting-trust certificate; any security convertible into such a security; any security carrying any warrant or right to subscribe to or purchase any such security; and any certificate of interest or participation in, temporary or interim certificate for, or receipt for any of the foregoing. ERISA means the Employee Retirement Income Security Act of 1974, as amended, and the regulations and formal guidance issued thereunder. ERISA Affiliate has the meaning set forth in Section 5.03(m)(iii). Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. Exchange Agent has the meaning set forth in Section 3.03(a). Exchange Ratio has the meaning set forth in Section 3.01(b). Excess Expenses has the meaning set forth in Section 9.05. Fair Housing Act means the Fair Housing Act, as amended. FDIC means the Federal Deposit Insurance Corporation. FHLB means the Federal Home Loan Bank of San Francisco. FIS means FIS Core Services, LLC, Fidelity Information Services, LLC, or any Affiliate of either of them. FIS Contract means any contract between SCB, on the one hand, and FIS, on the other hand, copies of which are included in Section 5.03(k)(i)(E) of SCBs Disclosure Schedule. FIS Expense means the aggregate expense relating to the termination of any FIS Contract. FIS Expense Cap means $3.25 million. FRB means the Board of Governors of the Federal Reserve System. GAAP means accounting principles generally accepted in the United States of America. Governmental Authority means any federal, state or local court, administrative agency or commiss

Certain Definitions from Framework Agreement

This FRAMEWORK AGREEMENT (this Agreement), dated September 24, 2015, is made between CTC Media, Inc., a corporation organized and existing under the law of the State of Delaware (the Seller) and UTV-Management LLC, a company organized and existing under the law of the Russian Federation (the Purchaser, and together with the Seller, the Parties).

Certain Definitions. As used in this Agreement, the following terms shall have the following meanings: Acceptable Confidentiality Agreement means a confidentiality agreement with a Third Party containing terms no less restrictive with respect to such Third Party than the terms set forth in the Confidentiality Agreement with respect to Purchaser. Acquired Companies means Target and the other legal entities listed in Schedule 1.01(a). Acquired Companies Cash Flow Budgets means the budgets of the Acquired Companies setting forth the budgeted total cash flows from operating and investment activities of the Acquired Companies prepared on the consolidated basis and expressed in Roubles in respect of the third and the fourth quarters of 2015 as set out in Schedule 1.01(b). Acquired Companies Financial Statements means the financial statements of each Acquired Company for (i) each of the years ended December 31, 2012, December 31, 2013 and December 31, 2014; (ii) for the three months ended March 31, 2015 and for the six months ended June 30, 2015, in each case as set forth on Section 3.12(b)-(c) of the Disclosure Schedule; and (iii) as contemplated by Section 6.05(e), for the nine months ending September 30, 2015. Acquired Company Intellectual Property means all Intellectual Property that is owned or used under license by any Acquired Company. Acquisition Proposal has the meaning specified in Section 6.03(h). Actual Net Cash Flow has the meaning specified in Section 2.01(d). Affiliate of any Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person. APC means the Agency of the Republic of Kazakhstan for Protection of Competition. APC Approval means a written consent (approval) to economic concentration granted by the APC to the Purchaser, either unconditional or in a form satisfactory to the Purchaser, which allows the acquisition of the Sale Participation Interests by the Purchaser. Agreement has the meaning specified in the preamble. Alternative Acquisition Agreement has the meaning specified in Section 6.03(c). Applicable Law means any applicable law, statute, ordinance, code, rule, regulation, order, writ, injunction, decree, ruling, determination, award, standard, permit or variance of any Governmental Authority, or any binding agreement with any Governmental Authority. Assets has the meaning specified in Section 3.29(a). Broadcasting & Computer System has the meaning specified in Section 3.31. Budget Performance Certificate has the meaning specified in Section 2.01(d). Budgeted Net Cash Flow means the amount of Net Cash Flow of the Acquired Companies shown in the Acquired Companies Cash Flow Budgets. Business means various business operations of the Acquired Companies including operating free-to-air television channels, as described in the SEC documents. Business Day means any day other than (i) a Saturday or Sunday or (ii) a day on which commercial banking institutions generally are authorized or obligated by law, regulation or executive order to close in the city specified, and if no city is specified, then in New York, New York or Moscow, Russia. Cash Reserve means the USD cash amount of USD 15,000,000, such amount to be held (in USD, in freely-available funds) in a bank account of an Acquired Company no later than the sixth (6th) Business Day prior to Closing. Change in Recommendation has the meaning set forth in Section 6.03(c). Closing has the meaning specified in Section 2.02. Closing Date has the meaning specified in Section 2.02. Confidentiality Agreement means the confidentiality agreement dated April 27, 2015 between the Seller and Media-One Holdings Limited. Contemplated Acquisition has the meaning specified in the recitals. Contract means any binding contract, agreement, arrangement, understanding, commitment, franchise, indenture, lease, purchase order or license, whether written or otherwise. control (including the terms controlled by and under common control with) mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by Contract or otherwise. Critical Warranties means the Warranties given in Section 3.01 (Title), Section 3.03 (Organization), Section 3.04 (Acquired Companies), Section 3.05 (Authorization; Validity), clause (a) of Section 3.06 (No Violations. No Change of Control Provisions), Section 3.09 (Capitalization), and Section 3.11 (No Other Agreements or Rights) and Section 3.34 (5% Issuance). DGCL means the General Corporation Law of the State of Delaware. Disclosure Schedule means the disclosure schedule from the Seller to the Purchaser delivered to the Purchaser before the execution of this Agreement. EHS Laws has the meaning specified in Section 3.26(a). End Date has the meaning specified in Section 8.01(b). Equipment has the meaning spe