Eastern Uses in Definitions Clause

Definitions from Supplemental Indenture

THIS SEVENTEENTH SUPPLEMENTAL INDENTURE is made as of the 24th day of May, 2016, by and between THE SOUTHERN COMPANY, a Delaware corporation, 30 Ivan Allen Jr. Blvd., N.W., Atlanta, Georgia 30308 (the "Company"), and Wells Fargo Bank, National Association, a national banking association, 150 East 42nd Street, 40th Floor, New York, New York 10017 (the "Trustee").

Definitions. The following defined terms used herein shall, unless the context otherwise requires, have the meanings specified below. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Original Indenture."Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the 2036 Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the 2036 Notes."Comparable Treasury Price" means, with respect to any Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations or (ii) if the Company obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations."Independent Investment Banker" means an independent investment banking institution of national standing appointed by the Company."Interest Payment Dates" means January 1 and July 1 of each year, commencing January 1, 2017."Original Issue Date" means May 24, 2016. "Reference Treasury Dealer" means a primary U.S. Government securities dealer in the United States appointed by the Company."Reference Treasury Dealer Quotation" means, with respect to a Reference Treasury Dealer and any Redemption Date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount and quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m. Eastern time on the third Business Day in New York City preceding such Redemption Date)."Regular Record Date" means, with respect to each Interest Payment Date, the 15th calendar day preceding such Interest Payment Date (whether or not a Business Day)."Stated Maturity" means July 1, 2036."Treasury Yield" means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.

Definitions from Supplemental Indenture

THIS THIRTEENTH SUPPLEMENTAL INDENTURE is made as of the 24th day of May, 2016, by and between THE SOUTHERN COMPANY, a Delaware corporation, 30 Ivan Allen Jr. Blvd., N.W., Atlanta, Georgia 30308 (the "Company"), and Wells Fargo Bank, National Association, a national banking association, 150 East 42nd Street, 40th Floor, New York, New York 10017 (the "Trustee").

Definitions. The following defined terms used herein shall, unless the context otherwise requires, have the meanings specified below. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Original Indenture."Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the 2019 Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the 2019 Notes."Comparable Treasury Price" means, with respect to any Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations or (ii) if the Company obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations."Independent Investment Banker" means an independent investment banking institution of national standing appointed by the Company."Interest Payment Dates" means January 1 and July 1 of each year, commencing January 1, 2017."Original Issue Date" means May 24, 2016. "Reference Treasury Dealer" means a primary U.S. Government securities dealer in the United States appointed by the Company."Reference Treasury Dealer Quotation" means, with respect to a Reference Treasury Dealer and any Redemption Date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount and quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m. Eastern time on the third Business Day in New York City preceding such Redemption Date)."Regular Record Date" means, with respect to each Interest Payment Date, the 15th calendar day preceding such Interest Payment Date (whether or not a Business Day)."Stated Maturity" means July 1, 2019."Treasury Yield" means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.

Definitions from Supplemental Indenture

THIS FIFTEENTH SUPPLEMENTAL INDENTURE is made as of the 24th day of May, 2016, by and between THE SOUTHERN COMPANY, a Delaware corporation, 30 Ivan Allen Jr. Blvd., N.W., Atlanta, Georgia 30308 (the "Company"), and Wells Fargo Bank, National Association, a national banking association, 150 East 42nd Street, 40th Floor, New York, New York 10017 (the "Trustee").

Definitions. The following defined terms used herein shall, unless the context otherwise requires, have the meanings specified below. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Original Indenture."Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the 2023 Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the 2023 Notes."Comparable Treasury Price" means, with respect to any Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations or (ii) if the Company obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations."Independent Investment Banker" means an independent investment banking institution of national standing appointed by the Company."Interest Payment Dates" means January 1 and July 1 of each year, commencing January 1, 2017."Original Issue Date" means May 24, 2016. "Reference Treasury Dealer" means a primary U.S. Government securities dealer in the United States appointed by the Company."Reference Treasury Dealer Quotation" means, with respect to a Reference Treasury Dealer and any Redemption Date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount and quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m. Eastern time on the third Business Day in New York City preceding such Redemption Date)."Regular Record Date" means, with respect to each Interest Payment Date, the 15th calendar day preceding such Interest Payment Date (whether or not a Business Day)."Stated Maturity" means July 1, 2023."Treasury Yield" means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.

Definitions from Supplemental Indenture

THIS TWELFTH SUPPLEMENTAL INDENTURE is made as of the 24th day of May, 2016, by and between THE SOUTHERN COMPANY, a Delaware corporation, 30 Ivan Allen Jr. Blvd., N.W., Atlanta, Georgia 30308 (the "Company"), and Wells Fargo Bank, National Association, a national banking association, 150 East 42nd Street, 40th Floor, New York, New York 10017 (the "Trustee").

Definitions. The following defined terms used herein shall, unless the context otherwise requires, have the meanings specified below. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Original Indenture."Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the 2018 Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the 2018 Notes."Comparable Treasury Price" means, with respect to any Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations or (ii) if the Company obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations."Independent Investment Banker" means an independent investment banking institution of national standing appointed by the Company."Interest Payment Dates" means January 1 and July 1 of each year, commencing January 1, 2017."Original Issue Date" means May 24, 2016. "Reference Treasury Dealer" means a primary U.S. Government securities dealer in the United States appointed by the Company."Reference Treasury Dealer Quotation" means, with respect to a Reference Treasury Dealer and any Redemption Date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount and quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m. Eastern time on the third Business Day in New York City preceding such Redemption Date)."Regular Record Date" means, with respect to each Interest Payment Date, the 15th calendar day preceding such Interest Payment Date (whether or not a Business Day)."Stated Maturity" means July 1, 2018."Treasury Yield" means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.

Definitions from Supplemental Indenture

THIS FOURTEENTH SUPPLEMENTAL INDENTURE is made as of the 24th day of May, 2016, by and between THE SOUTHERN COMPANY, a Delaware corporation, 30 Ivan Allen Jr. Blvd., N.W., Atlanta, Georgia 30308 (the "Company"), and Wells Fargo Bank, National Association, a national banking association, 150 East 42nd Street, 40th Floor, New York, New York 10017 (the "Trustee").

Definitions. The following defined terms used herein shall, unless the context otherwise requires, have the meanings specified below. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Original Indenture."Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the 2021 Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the 2021 Notes."Comparable Treasury Price" means, with respect to any Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations or (ii) if the Company obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations."Independent Investment Banker" means an independent investment banking institution of national standing appointed by the Company."Interest Payment Dates" means January 1 and July 1 of each year, commencing January 1, 2017."Original Issue Date" means May 24, 2016. "Reference Treasury Dealer" means a primary U.S. Government securities dealer in the United States appointed by the Company."Reference Treasury Dealer Quotation" means, with respect to a Reference Treasury Dealer and any Redemption Date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount and quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m. Eastern time on the third Business Day in New York City preceding such Redemption Date)."Regular Record Date" means, with respect to each Interest Payment Date, the 15th calendar day preceding such Interest Payment Date (whether or not a Business Day)."Stated Maturity" means July 1, 2021."Treasury Yield" means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.

Definitions from Supplemental Indenture

THIS EIGHTEENTH SUPPLEMENTAL INDENTURE is made as of the 24th day of May, 2016, by and between THE SOUTHERN COMPANY, a Delaware corporation, 30 Ivan Allen Jr. Blvd., N.W., Atlanta, Georgia 30308 (the "Company"), and Wells Fargo Bank, National Association, a national banking association, 150 East 42nd Street, 40th Floor, New York, New York 10017 (the "Trustee").

Definitions. The following defined terms used herein shall, unless the context otherwise requires, have the meanings specified below. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Original Indenture."Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the 2046 Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the 2046 Notes."Comparable Treasury Price" means, with respect to any Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations or (ii) if the Company obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations."Independent Investment Banker" means an independent investment banking institution of national standing appointed by the Company."Interest Payment Dates" means January 1 and July 1 of each year, commencing January 1, 2017."Original Issue Date" means May 24, 2016. "Reference Treasury Dealer" means a primary U.S. Government securities dealer in the United States appointed by the Company."Reference Treasury Dealer Quotation" means, with respect to a Reference Treasury Dealer and any Redemption Date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount and quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m. Eastern time on the third Business Day in New York City preceding such Redemption Date)."Regular Record Date" means, with respect to each Interest Payment Date, the 15th calendar day preceding such Interest Payment Date (whether or not a Business Day)."Stated Maturity" means July 1, 2046."Treasury Yield" means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.

Definitions from Supplemental Indenture

THIS SIXTEENTH SUPPLEMENTAL INDENTURE is made as of the 24th day of May, 2016, by and between THE SOUTHERN COMPANY, a Delaware corporation, 30 Ivan Allen Jr. Blvd., N.W., Atlanta, Georgia 30308 (the "Company"), and Wells Fargo Bank, National Association, a national banking association, 150 East 42nd Street, 40th Floor, New York, New York 10017 (the "Trustee").

Definitions. The following defined terms used herein shall, unless the context otherwise requires, have the meanings specified below. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Original Indenture."Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the 2026 Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the 2026 Notes."Comparable Treasury Price" means, with respect to any Redemption Date, (i) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations or (ii) if the Company obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations."Independent Investment Banker" means an independent investment banking institution of national standing appointed by the Company."Interest Payment Dates" means January 1 and July 1 of each year, commencing January 1, 2017."Original Issue Date" means May 24, 2016. "Reference Treasury Dealer" means a primary U.S. Government securities dealer in the United States appointed by the Company."Reference Treasury Dealer Quotation" means, with respect to a Reference Treasury Dealer and any Redemption Date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount and quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m. Eastern time on the third Business Day in New York City preceding such Redemption Date)."Regular Record Date" means, with respect to each Interest Payment Date, the 15th calendar day preceding such Interest Payment Date (whether or not a Business Day)."Stated Maturity" means July1 , 2026."Treasury Yield" means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date.

Definitions from Transition Services Agreement

This TRANSITION SERVICES AGREEMENT, dated as of May 14, 2016 (this "Agreement"), is by and between WestRock Company, a Delaware corporation ("Provider"), and Ingevity Corporation, a Delaware corporation ("SpinCo").

Definitions. For purposes of this Agreement, the following terms shall have the following meanings: "Action" shall mean any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal. "Additional Service" has the meaning set forth in Section 2.02(b). "Affiliate" has the meaning set forth in the Separation and Distribution Agreement. "Agreement" has the meaning set forth in the Preamble. "Ancillary Agreements" has the meaning set forth in the Separation and Distribution Agreement. "Charge" and "Charges" have the meaning set forth in Section 2.03. "Code" shall mean the Internal Revenue Code of 1986, as amended. "Confidential Information" shall mean all Information that is either confidential or proprietary. "Dispute" has the meaning set forth in Article VII of the Separation and Distribution Agreement. "Distribution" has the meaning set forth in the Recitals. "Distribution Date" shall mean the date of the consummation of the Distribution, which shall be determined by the Provider Board in its sole and absolute discretion. "Effective Time" shall mean 11:59 p.m., Eastern time, on the Distribution Date. "Force Majeure" shall mean, with respect to a Party, an event beyond the control of such Party (or any Person acting on its behalf), which event (a) does not arise or result from the fault or negligence of such Party (or any Person acting on its behalf) and (b) by its nature would not reasonably have been foreseen by such Party (or such Person), or, if it would reasonably have been foreseen, was unavoidable, and includes acts of God, acts of civil or military authority, embargoes, epidemics, war (whether declared or not), acts of terror or sabotage, riots, insurrections, national or regional emergencies, fires, explosions, earthquakes, floods, unusually severe weather conditions, strikes, labor problems or unavailability of parts, technological disruptions, or, in the case of computer systems, any failure in electrical, telecommunications or air conditioning equipment or systems. Notwithstanding the foregoing, the receipt by a Party of an unsolicited takeover offer or other acquisition proposal, even if unforeseen or unavoidable, and such Party's response thereto, shall not be deemed an event of Force Majeure. "Governmental Authority" shall mean any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, government and any executive official thereof. "Information" shall mean information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data. "Interest Payment" has the meaning set forth in Section 4.02. "Law" shall mean any national, supranational, federal, state, provincial, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any income tax treaty), license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority.

Definitions from Transition Services Agreement

This TRANSITION SERVICES AGREEMENT, dated as of May 14, 2016 (this "Agreement"), is by and between WestRock Company, a Delaware corporation ("Provider"), and Ingevity Corporation, a Delaware corporation ("SpinCo").

Definitions. For purposes of this Agreement, the following terms shall have the following meanings: "Action" shall mean any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal. "Additional Service" has the meaning set forth in Section 2.02(b). "Affiliate" has the meaning set forth in the Separation and Distribution Agreement. "Agreement" has the meaning set forth in the Preamble. "Ancillary Agreements" has the meaning set forth in the Separation and Distribution Agreement. "Charge" and "Charges" have the meaning set forth in Section 2.03. "Code" shall mean the Internal Revenue Code of 1986, as amended. "Confidential Information" shall mean all Information that is either confidential or proprietary. "Dispute" has the meaning set forth in Article VII of the Separation and Distribution Agreement. "Distribution" has the meaning set forth in the Recitals. "Distribution Date" shall mean the date of the consummation of the Distribution, which shall be determined by the Provider Board in its sole and absolute discretion. "Effective Time" shall mean 11:59 p.m., Eastern time, on the Distribution Date. "Force Majeure" shall mean, with respect to a Party, an event beyond the control of such Party (or any Person acting on its behalf), which event (a) does not arise or result from the fault or negligence of such Party (or any Person acting on its behalf) and (b) by its nature would not reasonably have been foreseen by such Party (or such Person), or, if it would reasonably have been foreseen, was unavoidable, and includes acts of God, acts of civil or military authority, embargoes, epidemics, war (whether declared or not), acts of terror or sabotage, riots, insurrections, national or regional emergencies, fires, explosions, earthquakes, floods, unusually severe weather conditions, strikes, labor problems or unavailability of parts, technological disruptions, or, in the case of computer systems, any failure in electrical, telecommunications or air conditioning equipment or systems. Notwithstanding the foregoing, the receipt by a Party of an unsolicited takeover offer or other acquisition proposal, even if unforeseen or unavoidable, and such Party's response thereto, shall not be deemed an event of Force Majeure. "Governmental Authority" shall mean any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, government and any executive official thereof. "Information" shall mean information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data. "Interest Payment" has the meaning set forth in Section 4.02. "Law" shall mean any national, supranational, federal, state, provincial, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any income tax treaty), license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority.

Definitions from Stock Purchase Agreement

This Amended and Restated Stock Purchase Agreement (this "Agreement") is entered into as of December 24, 2015, by and among HC2 Holdings, Inc., a Delaware corporation ("Buyer"), Continental General Corporation, a Nebraska corporation ("CGC"), and Great American Financial Resources, Inc., a Delaware corporation ("GAFRI") (each of GAFRI, and CGC, a "Seller" and collectively, "Sellers"). Buyer and Sellers are referred to herein individually as a "Party" and collectively herein as the "Parties."

Definitions. "Acquisition Proposal" has the meaning set forth in Section 5(h). "Action" means any civil, criminal or other claim, action, suit, litigation, arbitration, investigation, inquiry, hearing, charge, complaint, demand, notice or other proceeding by or before any Governmental Authority or arbitral body. "Actuarial Reports" has the meaning set forth in Section 4(h)(i). "Additional Reserves" means the aggregate, incremental statutory reserves held by the Targets as a result of premium deficiency testing and cash flow testing, as shown in Exhibit 6, Row 3, Column 1 in each Target's Statutory Statements as of the applicable date or, if the relevant location of such amount changes in such Annual Statements, in the location or locations that supersedes the prior location. As of December 31, 2014, the Additional Reserves equal $ 75,312,811. "Administrative Services Agreement" means that certain administrative services agreement to be entered into by CGIC, UTAIC, and Great American Life Insurance Company at or prior to the Closing, substantially in the form attached hereto and incorporated herein as Exhibit A. "Adverse Consequences" means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts actually paid in settlement, liabilities, obligations, Taxes, liens, losses, expenses, and fees, including court costs and reasonable attorneys' fees and expenses; provided, however, in no event shall Adverse Consequences include punitive damages except to the extent payable to a third party; provided, further, that any Adverse Consequences based upon loss of income shall be calculated by reference to demonstrably foreseeable damages (including reasonably expected income) rather than by reference to a multiple of income. "Affiliate" has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act. For the avoidance of doubt, unless otherwise specified herein, each of the Targets shall be deemed an "Affiliate" of Sellers (and not Buyer) prior to the Closing and shall be deemed an "Affiliate" of Buyer (and not Sellers) from and after the Closing; it being understood that none of Sellers shall be deemed to be an Affiliate of Buyer. "Affiliate Benefit Plan" has the meaning set forth in Section 4(ee)(i). "Affiliated Group" means any affiliated group within the meaning of Code SS1504(a) or any similar group defined under a similar provision of state, local, or non-U.S. law. "After-Acquired Business" has the meaning set forth in Section 6(j)(ii)(B). "Aggregate After-Acquired Revenues" has the meaning set forth in Section 6(j)(ii)(B). "Agreed Accounting Principles" means SAP applied consistently with its application in connection with the Statutory Statements, subject to the agreed procedures, methodologies and exceptions set forth in Annex I attached hereto, as the same may be modified in accordance with Section 2(d)(iii). "Agreement" has the meaning set forth in the preface above. "Amendment and Restatement Date" means December 24, 2015. "Ancillary Agreements" means, collectively, the Administrative Services Agreement, the Transition Services Agreement, the Employee Lease Agreement and the Austin Lease Assignment. "Applicable Rate" means, as of any date of determination, the United States Prime Rate as listed in the Eastern print edition of the Wall Street Journal on such date, or, if such date is not a Business Day, the immediately preceding Business Day. "Arbitrator" has the meaning set forth in Section 11(k)(iii). "Assigned Contracts" means all Contracts between Sellers or their Affiliates (other than the Targets), on the one hand, and a third party not affiliated with Sellers or any of their Affiliates, on the other hand, that relate exclusively or primarily to the Business or the Transferred Assets, including the Contracts set forth in Section 1(a) of the Sellers Disclosure Schedule. "Austin Lease" means that certain Lease between SV-ONA Lakeline Office Limited Partnership and GAFRI, dated as of December 13, 2012. "Austin Lease Assignment" means the Assignment and Assumption Agreement to be entered into by GAFRI and one or both of the Targets (as designated by Buyer) at or prior to the Closing, in a form agreed upon by Sellers and Buyer, pursuant to which GAFRI will assign to the applicable Target(s) all of its right, title and interest in and to the Austin Lease for no consideration other than such Target's or Targets' agreement to assume the obligations of GAFRI with respect thereto. "Award" has the meaning set forth in Section 11(k)(iv). "Base Purchase Price" has the meaning set forth in Section 2(c). "Books and Records" means originals and copies of all books, ledgers, files, reports, customer lists, policy information, contracts, Permits, administrative and pricing manuals, corporate records, claims records, sales records, underwriting records, finan