Holdco Uses in Definitions Clause

Definitions from Registration Rights Agreement

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of , 2017, by and between Oasis Midstream Partners LP, a Delaware limited partnership (the Partnership), and OMS Holdings LLC, a Delaware limited liability company (MLP Holdco).

Definitions. Capitalized terms used herein without definition shall have the meanings given to them in the Amended and Restated Agreement of Limited Partnership of the Partnership dated , 2017, as amended from time to time (the Partnership Agreement). The terms set forth below are used herein as so defined: Affiliate means, with respect to a specified Person, any other Person that directly or indirectly controls, is controlled by, or is under direct or indirect common control with such specified Person. For the purposes of this definition, 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. Agreement has the meaning given to such term in the introductory paragraph. Commission has the meaning given to such term in Section 1.02. Contribution Agreement has the meaning given to such term in the recitals of this Agreement. Effectiveness Period has the meaning given to such term in Section 2.01. Exchange Act has the meaning given to such term in Section 2.08(a). General Partner means OMP GP LLC, as the general partner of the Partnership. Holder means the record holder of any Registrable Securities. Included Registrable Securities has the meaning given to such term in Section 2.03(a). Losses has the meaning given to such term in Section 2.08(a). Managing Underwriter(s) means, with respect to any Underwritten Offering, the book-running lead manager(s) of such Underwritten Offering. Holdco (organization) values">MLP Holdco has the meaning given to such term in the introductory paragraph. Notice has the meaning given to such term in Section 2.01. Offering Notice has the meaning given to such term in Section 2.02(a). Partnership has the meaning given to such term in the introductory paragraph. Person means any individual, corporation, partnership, limited liability company, voluntary association, joint venture, trust, limited liability partnership, unincorporated organization, government or any agency, instrumentality or political subdivision thereof, or any other form of entity. Registrable Securities means the (i) Common Units issued (or issuable) to MLP Holdco pursuant to the Contribution Agreement (including pursuant to the Deferred Issuance and Distribution (as defined in the Contribution Agreement)); (ii) Subordinated Units; and (iii) Common Units issuable upon conversion of the Subordinated Units pursuant to the terms of the Partnership Agreement, which Registrable Securities are subject to the rights provided herein until such rights terminate pursuant to the provisions hereof. Registration Expenses means all expenses (other than Selling Expenses) incident to the Partnerships performance under or compliance with this Agreement to effect the registration of Registrable Securities on a Registration Statement pursuant to Section 2.01 and/or in connection with an Underwritten Offering pursuant to Section 2.02(a), and the disposition of such Registrable Securities, including, without limitation, all registration, filing, securities exchange listing and securities exchange fees, all registration, filing, qualification and other fees and expenses of complying with securities or blue sky laws, fees of the Financial Industry Regulatory Authority, fees of transfer agents and registrars, all word processing, duplicating and printing expenses, any transfer taxes and the fees and disbursements of counsel and independent public accountants for the Partnership, including the expenses of any special audits or cold comfort letters required by or incident to such performance and compliance. Registration Statement has the meaning given to such term in Section 2.01. Securities Act has the meaning given to such term in Section 1.02. Selling Expenses means all underwriting fees, discounts and selling commissions applicable to the sale of Registrable Securities. Selling Holder means a Holder who is selling Registrable Securities pursuant to a Registration Statement. Shelf Registration Statement has the meaning given to such term in Section 2.01. Testing-the-Waters Communication means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Securities Act. Trading Market means the principal national securities exchange on which Registrable Securities are listed. Underwritten Offering means an offering (including an offering pursuant to a Registration Statement) in which Registrable Securities are sold to an underwriter on a firm commitment basis for reoffering to the public or an offering that is a bought deal with one or more investment banks. Written Testing-the-Waters Communication means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act.

DEFINITIONS from Tax Separation Agreement

This Tax Separation Agreement (the Agreement) is entered into as of the [*] day of [*], [2017], between MetLife, Inc. (MetLife), a Delaware corporation, by and on behalf of itself and each Affiliate of MetLife, and Brighthouse Financial, Inc. (Brighthouse and, together with MetLife, the Parties), a Delaware corporation, by and on behalf of itself and each Affiliate of Brighthouse.

DEFINITIONS. For purposes of this Agreement (including the recitals hereof), the following terms have the following meaning, and capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings assigned to them in the Master Separation Agreement. Active Trade or Business means the business that is actively conducted (as defined in Section 355(b)(2) of the Code and the regulations thereunder) by the separate affiliated group (as defined in Section 355(b)(3)(B) of the Code) with respect to Brighthouse or MetLife, as applicable, as conducted immediately prior to the Distribution. Adjustment Request means any formal or informal claim or request filed with any Tax Authority, or with any administrative agency or court, for the adjustment, refund, or credit of Taxes, including (a) any amended Tax Return claiming adjustment to the Taxes as reported on the Tax Return or, if applicable, as previously adjusted, (b) any claim for equitable recoupment or other offset, and (c) any claim for refund or credit of Taxes previously paid. Affiliate means any corporation, partnership, limited liability company, or other entity directly or indirectly Controlled by the entity in question. Agreement has the meaning set forth in the Preamble. BRCD means Brighthouse Reinsurance Company of Delaware. Brighthouse has the meaning set forth in the Preamble. Brighthouse Capital Stock means all classes or series of capital stock of Brighthouse, including (a) the Brighthouse Common Stock, (b) all options, warrants and other rights to acquire such capital stock and (c) all instruments properly treated as stock in Brighthouse for U.S. federal income tax purposes. Brighthouse Common Stock means the ordinary voting interests in Brighthouse. Brighthouse Group means Brighthouse and all Affiliates of Brighthouse (and each such entitys predecessors and successors), as determined immediately after the Distribution. For the avoidance of doubt, a fiscally transparent entitys items of income, gain, loss or deduction is treated as attributable to such entitys owners or shareholders. Brighthouse Separate Return means any Tax Return of or including any member of the Brighthouse Group (including any consolidated, combined or unitary return) that is not a Joint Return. Capital Stock means the Brighthouse Capital Stock or the MetLife Capital Stock, as applicable. Code means the Internal Revenue Code of 1986, as amended. Contributed Property means the following property contributed by MetLife to HoldCo as part of the Separation: (i) 100% of the outstanding shares of common stock of MLUS, (ii) 100% of the outstanding shares of common stock of New England Life Insurance Company, (iii) 100% of the membership interests in Brighthouse Securities LLC, (iv) 100% of the membership interests in Brighthouse Services LLC, and (v) 100% of the interests in MetLife Advisers LLC. Control means the ownership of stock or other securities possessing at least 50 percent of the total combined voting power of all classes of securities entitled to vote. Debt-for-Equity Exchange means the distribution by MetLife of Retained Stock to MetLife creditors, in any case no later than five years after the Distribution. Distribution has the meaning set forth in the Recitals. Distribution Date has the meaning set forth in the Recitals. Employee Matters Agreement means the Employee Matters Agreement entered into by and between MetLife and Brighthouse on the date hereof, as the same may be amended. Employment Taxes means any Tax the liability or responsibility for is allocated pursuant to the Employee Matters Agreement. Fifty-Percent or Greater Interest has the meaning ascribed to such term for purposes of Sections 355(d) and (e) of the Code. Final Determination means the final resolution of liability for any Tax, which resolution may be for a specific issue or adjustment or for a taxable period, (a) by IRS Form 870 or 870-AD (or any successor forms thereto), on the date of acceptance by or on behalf of the taxpayer, or by a comparable form under the laws of a state, local, or non-U.S. taxing jurisdiction, except that a Form 870 or 870-AD or comparable form shall not constitute a Final Determination to the extent that it reserves (whether by its terms or by operation of law) the right of the taxpayer to file a claim for refund or the right of the Tax Authority to assert a further deficiency in respect of such issue or adjustment or for such taxable period (as the case may be); (b) by a decision, judgment, decree, or other order by a court of competent jurisdiction, which has become final and unappealable; (c) by a closing agreement or accepted offer in compromise under Sections 7121 or 7122 of the Code, or a comparable agreement under the laws of a state, local, or non-U.S. taxing jurisdiction; (d) by any allowance of a refund or credit in respect of an overpayment of Tax, but only after the expiration of all periods during which such refund may be recovered (including by w

Definitions from Registration Rights Agreement

This SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (together with the Original RRA, the Second RRA and the A&R Registration Rights Agreement, this Agreement) is dated as of March 3, 2017 by and among Ladder Capital Corp, a Delaware corporation (the Company), Ladder Capital Finance Holdings LLLP (f/k/a Ladder Capital Finance Holdings LLC), a Delaware limited liability limited partnership (Holdings), and each of the Ladder Investors (as herein defined).

Definitions. As used herein, the following terms shall have the following meanings. Affiliate means, when used with reference to a specified Person, any Person that directly or indirectly controls or is controlled by or is under common control with the specified Person. As used in this definition, control (including, with its correlative meanings, controlled by and under common control with) means the possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities, by contract or otherwise). With respect to any Person who is an individual, Affiliates shall also include any member of such individuals Family Group. AIMCo Investors means, collectively, each AIMCo Entity and any Affiliate of any AIMCo Entity to the extent such Affiliate becomes the owner after the IPO Date of any Class A Shares and/or LP Units and becomes a party to this Agreement as an AIMCo Investor pursuant to Section 12(j) hereof. AIMCo Majority Holders means, as of any time, the AIMCo Investor(s) that are deemed to hold a majority of the number of RRA Deemed Shares that are then deemed held by all of the AIMCo Investors at such time. AIMCo Registrable Shares means all Class A Shares owned by, or issuable to (including, without limitation, Class A Shares that are issuable by means of an exchange of LP Units and Class B Shares by an AIMCo Investor pursuant to the terms of the LLLP Agreement), any AIMCo Investor. As to any particular AIMCo Registrable Shares that are Class A Shares, such Class A Shares shall cease to be AIMCo Registrable Shares for purposes of this Agreement when such Class A Shares have been sold pursuant to an offering registered under the Securities Act or sold in compliance with Rule 144. Automatic Shelf Registration Statement means a registration statement filed on Form S-3 (or successor form or other appropriate form under the Securities Act) by a WKSI pursuant to General Instruction I.D. or I.C. (or other successor or appropriate instruction) of such forms, respectively. Class A Shares means shares of the Companys Class A Common Stock, par value $0.001 per share. Class B Shares means shares of the Companys Class B Common Stock, par value $0.001 per share. Company Notice has the meaning set forth in Section 3(a). Demand Registrations has the meaning set forth in Section 3(a). Demand Request has the meaning set forth in Section 3(a). Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder. Family Group means, with respect to any Person who is an individual, (i) such Persons spouse, siblings, former spouse, ancestors and descendants (whether natural or adopted), parents and their descendants and any spouse of the foregoing persons (collectively, relatives), (ii) the trustee, fiduciary or personal representative of such Person and any trust solely for the benefit of such Person and/or such Persons relatives or (iii) any limited partnership, limited liability company or corporation the governing instruments of which provide that such Person shall have the exclusive, nontransferable power to direct the management and policies of such entity and of which the sole owners of partnership interests, membership interests or any other equity interests are limited to such Person and such Persons relatives. Financing Source has the meaning set forth in Section 12(j). Free Writing Prospectus means a free writing prospectus as defined in Rule 405 promulgated under the Securities Act. GI Investors means, collectively, GI Holdco, GI UBTI Fund, GI Offshore Fund, and any other private equity fund or investment vehicle advised, managed by or controlled by GI International L.P. or one of its Affiliates that becomes the owner after the IPO Date of any Class A Shares and/or LP Units and becomes a party to this Agreement as a GI Investor pursuant to Section 12(j) hereof. GI Majority Holders means, as of any time, the GI Investor(s) that are deemed to hold a majority of the number of RRA Deemed Shares that are then deemed held by all of the GI Investors at such time. GI Registrable Shares means all Class A Shares owned by, or issuable to (including, without limitation, Class A Shares that are issuable by means of an exchange of LP Units and Class B Shares by a GI Investor pursuant to the terms of the LLLP Agreement), any GI Investor. As to any particular GI Registrable Shares that are Class A Shares, such Class A Shares shall cease to be GI Registrable Shares for purposes of this Agreement when such Class A Shares have been sold pursuant to an offering registered under the Securities Act or sold in compliance with Rule 144. Harris Investors means, collectively, Harris Trust, Brian Harris and any Affiliate of Harris Trust or Brian Harris to the extent Brian Harris or any such Affiliate becomes the owner after the IPO Date of any Class A Shares and/or LP Units and becomes a party to this Agreement as a Har

DEFINITIONS from Stock Purchase Agreement

This STOCK PURCHASE AGREEMENT is made as of December 19, 2016, by and among The Mosaic Company, a Delaware corporation (Buyer), Vale S.A., a stock corporation (sociedade por acoes) organized under the laws of the Federative Republic of Brazil (Parent), and Vale Fertilizer Netherlands B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands (HoldCo Seller). Parent and HoldCo Seller are each sometimes referred to herein, individually, as a Seller and, collectively, as the Sellers, and Buyer and the Sellers are each sometimes referred to herein, individually, as a Party and, collectively, as the Parties.

DEFINITIONS. Capitalized terms used in this Agreement shall have the meanings set forth in this Agreement. In addition, for purposes of this Agreement, the following terms, when used in this Agreement, shall have the meanings assigned to them in this Article I. Accounting Principles shall mean (i) the accounting principles, policies, methods, practices, categories, estimates, judgments and assumptions used in preparing the latest balance sheet included in the Company Financial Statements and (ii) to the extent not inconsistent with the foregoing clause (i), BR GAAP or the accounting principles specified for the applicable member of the Company Group as forth on Section 3.06(b)(ii) of the Sellers Disclosure Schedules. Action shall mean any claim, action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons or subpoena by or before any Governmental Authority of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity. Affiliate of any Person shall mean, as of any date, any Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person. A Person shall be deemed to control another Person if such first Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise. Notwithstanding anything to the contrary in this Agreement, none of Banco Nacional de Desenvolvimento Economico e Social, Mitsui & Co., Ltd. or any of their respective Subsidiaries shall be deemed to be an Affiliate of either Seller or any member of the Company Group. Agreement shall mean this Stock Purchase Agreement, including all exhibits and schedules hereto, as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms. Ancillary Agreements shall mean (i) the Investor Agreement, (ii) the General Transition Services Agreement, (iii) the Cubatao Transition Services Agreement, (iv) the Brazil Surface Rights Deed, (v) the TIPLAM Agreements, (vi) the IT Migration Agreement and (vii) the Facilities Sharing Agreement. Antitrust Law shall mean the U.S. Sherman Act, as amended, the U.S. Clayton Act, as amended, the HSR Act, the U.S. Federal Trade Commission Act, as amended, Brazilian Law No. 12,529 dated as of November 30, 2011, as amended, and all other applicable Laws issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition. Argentina Landco shall mean a direct or indirect wholly-owned Subsidiary of Parent (other than a member of the Company Group). Argentina Landco Shares shall mean all issued and outstanding shares of Argentina Landco, which, upon the formation of Argentina Landco, will be owned, directly or indirectly, by Parent. Argentina Option Price shall mean one thousand dollars ($1,000). Argentina Put and Call Trigger Event shall mean any change in Law in Argentina that, in the opinion of both Parents and Buyers independent legal counsel provided in writing to Parent and Buyer, respectively, would cause the ownership of the Argentina Landco Shares and, indirectly, the Rural Property in Argentina by the Company to not be a violation of Argentina Law. Argentina Rural Property Restructuring Transaction Taxes shall mean (i) any documentary, sales, use, value-added, stamp, transfer, securities transfer, financial operations, financial transactions registration, and similar Taxes which may become due and payable and are required to be paid in connection with the Argentina Rural Property Restructuring and (ii) any taxes on income, revenues and capital gains related to or incurred in connection with the Argentina Rural Property Restructuring. Books and Records shall mean the information and records to the extent used in or relating to the operation of the Business, including specifications, accounting records, depletion records, employee records (other than individual personnel records), sales records, service records and customer, vendor and supplier lists and files (including copies of all current and historical customer, vendor, supplier, contractor and service-provider lists to the extent related to or used in the Business), insurance policies and loan agreements, correspondence files, maintenance records, any copies of all written Contracts, Business Permits and records required thereunder, including applications, plans and designs of fixtures and equipment, product research and development records and monitoring and test records. For the avoidance of doubt, for purposes of Section 5.30(a), Books and Records shall include all records relating to the Petros Pension Plan Litigation. BR GAAP shall mean Br

Definitions from Agreement

This agreement (the Agreement) is entered into on [*], 2016, by and among Mr. Rolf Schromgens, Mr. Peter Vinnemeier, Mr. Malte Siewert (Messrs. Schromgens, Vinnemeier and Siewert, collectively the Founders), travel B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands with statutory seat in Amsterdam (HoldCo), Expedia Lodging Partner Services S.a r.l., a limited liability company (societe a responsabilite limitee) incorporated under the laws of Switzerland with statutory seat in Geneva (Expedia), Expedia, Inc., a corporation incorporated under the laws of the State of Washington, USA with registered address in Tumwater, Washington, USA (Guarantor), Expedia, Inc., a corporation incorporated under the laws of the State of Delaware, USA with registered address in Dover, Delaware, USA (Parent Guarantor) and trivago GmbH, a private company with limited liability (Gesellschaft mit beschrankter Haft

Definitions. For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.1: Agreement has the meaning set forth in the Preamble. ADSs means the American Depositary Shares of HoldCo, each representing one Class A Ordinary Share. Adverse Ruling Determination means, with respect to any Ruling Request, (a) the issuance by the applicable German tax authority of an adverse ruling in connection with such Ruling Request to the effect that the Merger will not qualify as a Tax-Free Transaction (or a previously issued ruling to the effect that the Merger will qualify as a Tax-Free Transaction is not valid and binding on the German tax authorities before the corporate documents on the Merger are notarized in the Netherlands), (b) the determination by the applicable German tax authority that it will not issue a favorable ruling in connection with such Ruling Request, (c) a request by the applicable German tax authority for the Company or the relevant Founder, as applicable, to withdraw such Ruling Request, or (d) the lack of a decision with respect to the qualification of the Merger as a Tax-Free Transaction by the applicable German tax authority on such Ruling Request by the date which is twelve (12) months after the IPO Date (as defined below) (the End Date), in the case of each of clauses (a) through (c), on the basis that the Merger will not qualify as a Tax-Free Transaction (but only if (x) such issuance, determination or request is the final decision of the applicable German tax authority regarding the Ruling Request (and not only a preliminary assessment) and (y) the Merger cannot be restructured or altered in such a manner, reasonably acceptable to each of the Company, the Founders and Expedia, as would permit the Merger to qualify as a Tax-Free Transaction and the applicable German tax authority to grant such Ruling). Class A Ordinary Shares means the Class A ordinary shares of HoldCo, par value 0.06 per share. Class B Ordinary Shares means the Class B ordinary shares of HoldCo, par value 0.60 per share. CITA means the German Corporate Income Tax Act (Korperschaftsteuergesetz, KStG). Company has the meaning set forth in the Preamble. Company Ruling has the meaning set forth in Section 2.1(a). Company Ruling Request has the meaning set forth in Section 2.1(a). Conversion Structure has the meaning set forth in Section 2.3(h). DCC means the Dutch Civil Code (Burgerlijk Wetboek). Effective Time has the meaning set forth in Section 2.3(b). End Date has the meaning set forth in the definition of Adverse Ruling Determination. Expedia has the meaning set forth in the Preamble. Founder Ruling has the meaning set forth in Section 2.1(b). Founder Ruling Request has the meaning set forth in Section 2.1(b). Founders has the meaning set forth in the Preamble. Governmental Authority means any nation or government, any state or other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any government authority, agency, department, board, body, commission or instrumentality of the United States, the Netherlands, Germany, or any other nation, or any state or other political subdivision thereof, any court, tribunal or arbitrator, and any self-regulatory organization. Guarantor has the meaning set forth in the Preamble. HoldCo has the meaning set forth in the Preamble. ICC Arbitration Rules has the meaning set forth in Section 4.7. IPO Date means the date on which the Potential IPO is consummated. IPO Exchange Ratio means 8,510.66824 HoldCo shares for each Company share to be exchanged, as such ratio may be adjusted for any subdivision, split, stock dividend, combination or reclassification at the HoldCo level to the extent not mirrored at the Company level. Law means any law, constitution, treaty, code, statute, rule, regulation, ordinance or other pronouncement of a Governmental Authority having a similar effect and any order, writ, judgment, stipulation, decree, injunction, award or decision of, or consent agreement or similar arrangement with, any Governmental Authority. Merger has the meaning set forth in the Recitals. New Holdco Shares has the meaning set forth in Section 2.3(c). Parent Guarantor has the meaning set forth in the Preamble. Person means any individual, firm, corporation, partnership, company, limited liability company, trust, joint venture, association, organization, governmental entity or other entity. Potential IPO has the meaning set forth in the Recitals. Put Option Notice has the meaning set forth in Section 2.3(e). Put Right has the meaning set forth in Section 2.3(c). Ruling means the Company Ruling and each Founder Ruling. Ruling Event means, with respect to each Ruling Request, (a) the issuance of the ruling by the applicable German tax authorities to the effect that the Merger will qualify as a Tax-Free Transaction (which ruling is valid

Definitions from Credit Agreement

This CREDIT AGREEMENT (this "Agreement"), dated as of May 4, 2016, by and among SunPower Revolver HoldCo I, LLC, a Delaware limited liability company (the "Borrower"), the several banks and other financial institutions or entities from time to time parties to this Agreement as Lenders, MIZUHO BANK, LTD., as Lead Arranger (in such capacity, the "Lead Arranger"), Administrative Agent (in such capacity, the "Administrative Agent"), Documentation Agent (in such capacity, the "Documentation Agent") and an Issuing Bank, MIZUHO BANK (USA), as Collateral Agent (in such capacity, the "Collateral Agent") and GOLDMAN SACHS BANK USA, as an Issuing Bank.

Definitions. Except as otherwise expressly provided, capitalized terms used in this Agreement (including in the preamble hereto) and its exhibits shall have the meanings given in this Section 1.1. "1934 Act" means the Securities Exchange Act of 1934, as amended. "Acceptable Credit Support" has the meaning given to such term in the Equity Contribution Agreement. "Additional Project Agreements" means, collectively, any contract or agreement entered into by (i) the Borrower and any Holdco after the Signing Date and (ii) any other Borrower Party

Definitions from Assignment and Assumption Agreement

This Assignment and Assumption Agreement (this "Agreement") is made and effective as of May 6, 2016 (the "Effective Date") by and between Rockies Express Holdings, LLC, a Delaware limited liability company ("Assignor"), and TEP REX Holdings, LLC, a Delaware limited liability company ("Assignee"). Additionally, Tallgrass Development, LP, a Delaware limited partnership ("Development"), is a party to this Agreement for the limited purposes set forth in Article III, Article VI and Article VII.

Definitions. The respective terms defined in this Section 1.1 shall, when used in this Agreement, have the respective meanings specified herein, with each such definition equally applicable to both singular and plural forms of the terms so defined. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Purchase Agreement."Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, whether civil, criminal, administrative, regulatory or otherwise, and whether at law or in equity."Affiliate," when used with respect to a Person, means any other Person that directly or indirectly Controls, is Controlled by or is under common Control with such first Person; provided, however, that (i) with respect to Assignor, the term "Affiliate" shall exclude the Partnership, the General Partner and the Partnership's subsidiaries, (ii) with respect to the Assignee, the term "Affiliate" shall exclude Assignor, Development, and its general partner, Tallgrass Energy Holdings, LLC, and (iii) the Company shall be deemed to be an "Affiliate" (x) prior to the Closing, of Assignor and (y) on and after the Closing, of both Assignor and Assignee. No Person shall be deemed an Affiliate of any Person solely by reason of the exercise or existence of rights, interests or remedies under this Agreement."Agreement" has the meaning ascribed to such term in the preamble."Amendment" has the meaning ascribed to such term in the recitals."Assignee" has the meaning ascribed to such term in the preamble."Assignee Claim" has the meaning ascribed to such term in Section 6.1."Assignee Indemnified Parties" has the meaning ascribed to such term in Section 6.1."Assignment" has the meaning ascribed to such term in Section 2.1."Assignor" has the meaning ascribed to such term in the preamble."Assignor Claim" has the meaning ascribed to such term in Section 6.2."Assignor Indemnified Parties" has the meaning ascribed to such term in Section 6.2."Assumption" has the meaning ascribed to such term in Section 2.2."Balance Sheet" has the meaning ascribed to such term in Section 3.5."Balance Sheet Date" has the meaning ascribed to such term in Section 3.5."Board of Directors" has the meaning ascribed to such term in the recitals."Business Day" means any day except Saturday, Sunday or any other day on which commercial banks located in the State of Kansas are authorized or required by Law to be closed for business. "Ceiling Amount" has the meaning ascribed to such term in Section 6.5(a)."CERCLA" means the Comprehensive Environmental Response, Compensation, and Liability Act."Claim" has the meaning ascribed to such term in Section 6.2."Claim Notice" has the meaning ascribed to such term in Section 6.3(a)."Code" means the Internal Revenue Code of 1986, as amended.2"Commission" means the Securities and Exchange Commission."Company" has the meaning ascribed to such term in the recitals."Company Assets" means all of the assets owned by the Company on the Effective Date."Conflicts Committee" has the meaning ascribed to such term in the recitals."Control" and its derivatives mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise."Damages" means, collectively, liabilities, judgments, costs and other expenses (including reasonable legal fees and expenses), obligations, causes of action at law or in equity and other claims of any and every kind."Deductible Amount" has the meaning ascribed to such term in Section 6.5(a)."Development" means Tallgrass Development, LP, a Delaware limited partnership."Disclosure Schedules" has the meaning ascribed to such term in Article III. "Effective Date" has the meaning ascribed to such term in the preamble."Environmental Laws" means , without limitation, the following laws, in effect as of the Effective Date, as such law may be amended after the Effective Date: (a) the Resource Conservation and Recovery Act; (b) the Clean Air Act; (c) CERCLA; (d) the Federal Water Pollution Control Act; (e) the Safe Drinking Water Act; (f) the Toxic Substances Control Act; (g) the Emergency Planning and Community Right-to Know Act; (h) the National Environmental Policy Act; (i) the Pollution Prevention Act of 1990; (j) the Oil Pollution Act of 1990; (k) the Hazardous Materials Transportation Act; (l) the Federal Insecticide, Fungicide and Rodenticide Act; (m) all laws, statutes, rules, regulations, orders, judgments or decrees promulgated or issued with respect to the foregoing Environmental Laws by Governmental Authorities with jurisdiction in the premises; and (n) any other federal, state or local statutes, laws, common laws, ordinances, rules, regulations, orders, codes, decisions, injunctions or decrees that regulate or otherwise pertain to

Definitions from Amended and Restated Operating Agreement

This SECOND AMENDED AND RESTATED OPERATING AGREEMENT of Station Casinos LLC, is made and entered into as of May 2, 2016, by and among the parties identified on the signature pages hereto.

Definitions. The following terms used in this Agreement shall have the following meanings. AAA has the meaning set forth in Section 13.10. Act means Chapter 86 of the NRS. Affiliate of any particular Person means any other Person directly or indirectly controlling, controlled by or under common control with such particular Person. For the purpose of this definition, the term control (including with correlative meanings, the terms controlling, controlled by and under common control with), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Persons voting stock, by contract or otherwise. Agreement means this Second Amended and Restated Operating Agreement, as amended, modified or supplemented from time to time. Articles means the Articles of Organization of the Company as filed with the office of the Nevada Secretary of State, as amended. Assignees has the meaning set forth in Section 9.2(d). Business Day means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in New York City, New York. Capital Contribution means any contribution (whether in cash, property or a combination thereof) to the capital of the Company. Capital Stock means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all ownership interests in a limited liability company, partnership or other Person (other than a corporation), and any and all securities, warrants, options or other rights to purchase or acquire, or that are convertible into, any of the foregoing. Code means the Internal Revenue Code of 1986, as amended from time to time (or any succeeding law). Company means the limited liability company formed by the filing of the Articles and governed by the Act and this Agreement under the name Station Casinos LLC. Company Property means all assets and property, whether tangible or intangible and whether real, personal or mixed, at any time owned by or held for the benefit of the Company. Covered Person means (a) each Member and each Affiliate of such Member, (b) each director, officer, manager and employee of the Company, (c) each stockholder, partner, member, director, manager, officer and employee of a Member or any Affiliate of such Member, and (d) each Person who was, at the time of the act or omission in question, a Person described in any of the preceding clauses (a) through (c). Equity Interests of any Person means the Capital Stock of such Person or warrants, options, securities or instruments convertible into or exchangeable for Capital Stock, or other rights to acquire Capital Stock of such Person. First A&R Agreement has the meaning set forth in the recitals. Fiscal Year has the meaning set forth in Section 6.2. Gaming Authority means all governmental authorities or agencies with regulatory control or jurisdiction over all or any portion of the gaming activities of the Company or any of its subsidiaries, or over ownership of an interest in an entity engaged in gaming activities, or any successor to any such authority, including, as applicable, (i) in the State of Nevada, the Nevada Gaming Commission, the Nevada State Gaming Control Board, the Clark County Liquor and Gaming Licensing Board, the Henderson City Council, the City of Las Vegas City Council and all other state and local regulatory and licensing agencies or bodies with authority over gaming, gaming activities and gaming devices, mobile gaming systems and associated equipment in the State of Nevada, the City of Henderson, the City of Las Vegas, the City of Reno, Clark County, Nevada or Washoe County, Nevada, and (ii) the National Indian Gaming Commission and the applicable gaming regulatory authority established by the Federated Indians of Graton Rancheria, the Match-E-Be-Nash-She-Wish Band of Pottawatomi Indians of Michigan, and the North Fork Rancheria of Mono Indians. Gaming Laws means any federal, state, tribal, local or foreign statute, ordinance, rule, regulation, requirement, directive, judgment, order, decree, injunction or other authorization, and any Gaming License, governing or relating to casino and gaming activities and operations of the Company or any of its subsidiaries or the ownership of an interest therein. Gaming License shall mean all licenses, consents, permits, approvals, authorizations, registrations, findings of suitability, franchises, entitlements, exemptions, waivers and orders of registration approved or issued by any Gaming Authority under Gaming Laws necessary for or relating to the conduct of activities or the ownership of an interest in an entity engaged in activities under the Gaming Laws, including any condition or limitation placed thereon. Holdco means Station Holdco LLC (organization) values">Holdco LLC, a Delaware limited liability company. Indemnified Party has the meanin

Definitions from Purchase Agreement

THIS AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT (this Agreement) is made and entered into as of December 15, 2015 (the Effective Date), by and among Gaming and Leisure Properties, Inc., a Pennsylvania corporation (Parent), GLP Capital, L.P., a Pennsylvania limited partnership (Buyer), Cannery Casino Resorts, LLC, a Nevada limited liability company (Seller Parent), PA MezzCo, LLC, a Delaware limited liability company (Holdco, together with Seller Parent, Sellers), and PA Meadows, LLC, a Delaware limited liability company (the Company). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Section 12.01.

Definitions. (b) For purposes of this Agreement, the term: Accounts Receivable means all accounts receivable (including receivables and revenues for food, beverages, telephone and casino credit), notes receivable or overdue accounts receivable, in each case, due and owing by any third party. Acquisition Proposal means any sale or other disposition (whether by merger, reorganization, recapitalization or otherwise) of all or substantially all of the capital stock or assets of the Company and its Subsidiaries, taken as a whole. 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-mentioned Person. Ancillary Agreements means the Assignment of Interests. Business means the business conducted by the Company and its Subsidiaries as of the date of this Agreement or as of the Closing Date. Business Day means each day, other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close. Buyers Knowledge means the actual knowledge of William Clifford, Brandon Moore or Desiree Burke. Buyer Material Adverse Effect means changes, events, circumstances or effects that have had, will have or would be reasonably likely to have a material adverse effect on Buyers ability to perform its obligations hereunder, obtain any Gaming Approval or to consummate the transactions contemplated hereby. Cage Cash means all cash and cash equivalents located at the Casinos cages. Casino means (a) the casino located on the Real Property and commonly known as The Meadows Casino and (b) the racetrack located on the Real Property. Code means the Internal Revenue Code of 1986, as amended. Company Material Adverse Effect means a material and adverse effect on the financial condition, assets or results of operations of the Company and its Subsidiaries, taken as a whole; provided, that the following shall not be taken into account in determining whether a Company Material Adverse Effect has occurred: (a) general conditions (or changes therein) in the (i) travel, hospitality or gaming industries, which do not have an adverse effect on the Company that is disproportionate relative to the effect such conditions have on other participants in the gaming industry in the states in which the Company or its Subsidiaries conduct operations, or in the jurisdiction where the Company or Subsidiaries operate or (ii) the financial, banking, currency or capital markets, (b) any change in GAAP, (c) any change in applicable Law, including any change in Law permitting or expanding casino gambling (such as electronic gaming machines or table games) in the States of Pennsylvania, West Virginia or Ohio, which does not have an adverse effect on the Company that is disproportionate relative to the effect such conditions have on other participants in the gaming industry in the states in which the Company or its Subsidiaries conduct operations, (d) any change, event or effect resulting from the entering into or public announcement of the transactions contemplated by this Agreement, (e) any change, event or effect resulting from any act of terrorism, commencement or escalation of armed hostilities in the U.S. or internationally, (f) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires, weather conditions and other force majeure events in the United States or any other country, which do not have an adverse effect on the Company that is disproportionate relative to the effect such conditions have on other participants in the gaming industry in the states in which the Company or its Subsidiaries conduct operations, (g) acts by Sellers, the Company or its Subsidiaries carried out at the express written request of Buyer, (h) the taking of any action contemplated by this Agreement and/or any of the Ancillary Agreements, and (i) the failure of the Company to meet any financial or other projections. Confidentiality Agreement means the agreement entered into as of February 20, 2014 between Seller Parent and Buyer. Consolidated Interest Charges means, for the year ending December 31, 2015, for the Company and its Subsidiaries on a consolidated basis, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses of the Company and its Subsidiaries paid in cash in connection with borrowed money or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP (but excluding any interest imputed as a result of purchase accounting), plus (b) the portion of rent expense of the Company and its Subsidiaries with respect to such year under capital leases that is treated as interest in accordance with GAAP, minus (c) interest income of the Company and its Subsidiaries during such period; provided that Consolidated Interest Charges shall not include

DEFINITIONS from Management Services Agreement

THIS MANAGEMENT SERVICES AGREEMENT, dated as of November 3, 2015 is among DC Industrial Liquidating Trust, a Maryland statutory trust (the Trust), DC Liquidating Assets Holdco LLC, a Delaware limited liability company (Holdco) and DCG Liquidating Advisor LLC, a Delaware limited liability company.

DEFINITIONS. As used in this Management Services Agreement (the Agreement), the following terms have the definitions hereinafter indicated: Acquisition Expenses. Any and all expenses, exclusive of Acquisition Fees, incurred by the Trust, Holdco, the Advisor, or any of their Affiliates in connection with the development or construction of any Asset. Acquisition Fees. Any and all fees and commissions, exclusive of Acquisition Expenses, paid by any Person to any other Person (including any fees or commissions paid by or to any Affiliate of the Trust, Holdco or the Advisor) in connection with the development or construction of a Property, including Construction Fees, if any, nonrecurring management fees, loan fees, points or any other fees of a similar nature. Excluded shall be development fees and construction fees paid to any Person not affiliated with the Advisor in connection with the actual development and construction of a project. Advisor. DCG Liquidating Advisor LLC, a Delaware limited liability company, any successor advisor to the Trust, Holdco or any person or entity to which DCG Liquidating Advisor LLC or any successor advisor subcontracts substantially all of its functions. Notwithstanding the forgoing, a Person hired or retained by DCG Liquidating Advisor LLC to perform property and securities management and related services for the Trust or Holdco that is not hired or retained to perform substantially all of the functions of DCG Liquidating Advisor LLC with respect to the Trust or Holdco as a whole shall not be deemed to be an Advisor. Affiliate or Affiliated. With respect to any Person, (i) any Person directly or indirectly owning, controlling or holding, with the power to vote, ten percent (10%) or more of the outstanding voting securities of such other Person; (ii) any Person ten percent (10%) or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person; (iv) any executive officer, director, trustee or general partner of such other Person; and (v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner. Asset. Any Property or other investment (other than investments in bank accounts, money market funds or other current assets) owned by the Trust, directly or indirectly through one or more of its Affiliates. Asset Management Fee. A fee paid to the Advisor as compensation for services rendered in connection with the management and Disposition of the Trusts Assets. Board of Trustees or Board. The persons holding such office, as of any particular time, under the Trust Agreement of the Trust, whether they be Trustees named therein or additional or successor Trustees. Cause. With respect to the termination of this Agreement, fraud, criminal conduct or willful misconduct by the Trust and/or Holdco or the Advisor, as applicable, or a material breach of this Agreement by the Trust and/or Holdco or the Advisor, as applicable, which has not been cured within 30 days of such breach. Code. Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. Reference to any provision of the Code shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time. Construction Fees. The term Construction Fees shall mean a fee or other remuneration for acting as general contractor and/or construction manager to construct improvements, supervise and coordinate projects or provide major repairs or rehabilitations on a Property. Contract Purchase Price. The term Contract Purchase Price shall mean the amount actually paid or allocated in respect of (i) the acquisition of a Property by the Trust or IIT or (ii) the origination or acquisition of Mortgages, other debt investments or other investments; in each case including any third party expenses, debt, whether borrowed or assumed, and exclusive of Acquisition Fees and Acquisition Expenses by the Trust or IIT. Contract Sales Price. The total consideration paid in connection with a Disposition, including without limitation, any debt or other liabilities assumed or taken subject to by an acquirer. Without limiting the generality of the foregoing, in any transaction involving the acquisition of the equity of the Trust, Holdco or other selling entity, the Contract Sales Price will be deemed to include (whether or not expressed in the net per share price), the value assigned by the applicable buyer to all assets (or the value of such assets implied by such buyers offer) before subtracting liabilities to derive the net per share purchase price. Disposition. The term Disposition shall include (A) a sale of one or more Assets, (B) a sale of one or more Assets effectuated either directl