LLC Uses in Definitions Clause

Definitions from General Agreement

We the undersigned, individually and for and on behalf of all other Indemnitors, enter into this General Agreement of Indemnity (Agreement) in favor of Company. Witnesseth:

Definitions. For purposes of this Agreement, the following definitions apply, which definitions shall be equally applicable to both the singular and plural forms of such terms: Bond - Any and all bonds, undertakings, guarantees, contractual obligations, and writings or statements of prequalification or commitment, including Modifications thereof, which Company has executed or procured for or on behalf of NEXT Electric, Inc., or its successor in interest NEXT Electric, LLC, whether executed or procured before, on, or after the execution of this Agreement. For the purpose of this definition, Modifications shall include but not be limited to renewals, substitutions, riders, endorsements, reinstatements, replacements, increases or decreases in penal sum, continuations, and extensions. Company - Travelers Casualty and Surety Company of America, St. Paul Fire and Marine Insurance Company, any of their present or future direct or indirect parent companies, any of the respective present or future direct or indirect affiliates or subsidiaries of such companies and parent companies, and/or any of the aforementioned entities successors or assigns. Contract - Any contract or obligation the performance of which is guaranteed or covered either in whole or in part under a Bond. Default - Any of the following shall constitute a Default, following receipt of notice from the Company by IES Holdings, Inc., or NEXT Electric, LLC, and three (3) business days for Indemnitors to cure such event: (a) a declaration of Contract default by any Obligee; (b) actual breach or abandonment of any Contract; (c) a material breach of any provision of this Agreement; (d) failure to make payment of a properly due and owing bill in connection with any Contract; (e) Companys good faith establishment of a reserve with respect to a Bond; (f) improper diversion of Contract funds or any Indemnitors assets to the detriment of Contract obligations; (g) any Indemnitors becoming the subject of any proceeding or agreement of bankruptcy, receivership, insolvency, or creditor assignment, or actually becoming insolvent; (h) any Indemnitors dying, becoming legally incompetent, being imprisoned, being convicted of a felony, or disappearing and being unable to be located; (i) any representation furnished to Company by or on behalf of any Indemnitor proving to have been materially false or misleading when made; and/or (j) any change in control or existence of any Indemnitor other than one which results in another Indemnitor remaining the controlling party. Change in control means the addition or departure of any person or entity having a fifty-one percent (51%) or greater ownership interest in any Indemnitor. Indemnitors - Undersigned, all new indemnitors added to this Agreement by rider, their present and future direct and indirect subsidiaries, affiliates, and parent companies (other than shareholders of IES Holdings, Inc.), and all of their successors and assigns, and any joint venture, co-venture, consortium, partnership, trust, association, limited liability company or other legal entity in which one or more of them are involved, whether in existence now or formed or acquired hereafter, and any entity that obtains Bonds from Company at the request of any of the aforementioned parties, or any combination of the above. Loss - All loss and expense of any kind or nature, including attorneys and other professional fees, which Company incurs in connection with any Bond or this Agreement, including but not limited to all loss and expense incurred by reason of Companys: (a) making any investigation in connection with any Bond; (b) prosecuting or defending any action in connection with any Bond, including any expenses incurred by Company to defend any extra-contractual claim where there has been no final adverse determination /adjudication of liability against Company on such claim; (c) obtaining the release of any Bond; (d) recovering or attempting to recover Property in connection with any Bond or this Agreement; (e) enforcing by litigation or otherwise any of the provisions of this Agreement; and (f) all interest accruing thereon at the maximum legal rate. Obligee - Any person or entity in whose favor a Bond has been issued, and that persons or entitys successors and assigns. Property - Indemnitors rights, title and interest, whether now held or hereafter acquired in: (a) any Contract or contract, including but not limited to subcontracts let; (b) any and all sums due or which may hereafter become due under any Contract or contract, and all damage claims and proceeds related thereto; (c) all rights arising under any surety bonds or insurance policies in connection with a Contract; and (d) any and all of the following property relating to any individual Contract: accounts receivable, letters of credit, documents of title, bills of lading, warehouse receipts, machinery, plants, equipment, tools, materials, supplies, inventory, vehicles, hardware, software, machine tools, fixtu

Definitions from Transition Services Agreement

This TRANSITION SERVICES AGREEMENT (the Agreement) is made as of December 30, 2016 (the Effective Date) by and between BJ Services, LLC, a Delaware limited liability company (the Company), and Baker Hughes Oilfield Operations, Inc., a California corporation (Baker Hughes). Each of the Company and Baker Hughes is referred to as a Party and, collectively, are referred to as the Parties.

Definitions. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Contribution Agreement. The following terms shall have the meaning ascribed thereto for purposes of this Agreement, including all Schedules hereto: Additional Services means the additional services to be provided pursuant to Section 2.3. Agreement means this Agreement, including any Schedules attached hereto. Baker Hughes has the meaning the preamble to this Agreement specifies. Baker Hughes Indemnified Party has the meaning Section 5.1 specifies. Claim means, as asserted (i) against any specified Person, any claim, demand or Proceeding made or pending against the specified Person for Damages to any other Person, or (ii) by the specified Person, any claim, demand or Proceeding of the specified Person made or pending against any other Person for Damages to the specified Person. Claim Notice has the meaning Section 5.5(b) specifies. Company has the meaning the preamble to this Agreement specifies. Company Indemnified Party has the meaning Section 5.4 specifies. Consent means any consent, release, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Authority or other Person, including any Permit or, with respect to any equity interests, the waiver or lapse of any right of first refusal or similar Lien. Contribution Agreement means the Contribution Agreement dated as of November 29, 2016 among the Company, Baker Hughes, Allied Completions Holdings, LLC and Allied Energy JV Contribution, LLC. Damage or Damages means any damage, expense, fine, penalty, loss, liability, award, judgment, obligation, amount paid in settlement, interest, cost and expense (including reasonable fees and expenses of attorneys, consultants and experts and Claim or Proceeding costs incurred in investigating, preparing or defending the foregoing). Direct Claims has the meaning Section 5.7(a) specifies. Dispute has the meaning Section 8.6(a) specifies. Effective Date has the meaning the preamble to this Agreement specifies. Entity means any corporation, partnership of any kind, limited liability company, unlimited liability company, business trust, unincorporated organization or association, mutual company, joint stock company, joint venture or any other entity or organization. Force Majeure Event means any event or circumstance that is beyond the reasonable control of the party affected thereby, including lightning, earthquakes, tornadoes, hurricanes, floods, wash outs, storms, fires, explosions, epidemics, acts of God, other natural disasters, computer crimes, cyber terrorism, actions by any Governmental Authority, insurrections, riots, civil disturbance, sabotage, terrorism, vandalism, acts of war (whether declared or undeclared) or armed hostilities, confiscation, seizure, arrests or other restraints by a Governmental Authority, blockades, embargoes, boycotts (with respect to blockades, embargoes and boycotts, those in effect on or after the date of this Agreement), strikes, lockouts, labor unrest, and any failure of energy sources. Indemnified Party means a Baker Hughes Indemnified Party or a Company Indemnified Party, as applicable. Indemnifying Party has the meaning Section 5.5(b) specifies. Monthly Statement has the meaning Section 3.2 specifies. Party and Parties have the meanings the preamble to this Agreement specifies. Permit means any authorization, consent, approval, permit, franchise, waiver, certificate, certification, license, implementing order or exemption of, or registration or filing with, any Governmental Authority, including any certification or licensing of a natural person to engage in a profession or trade or a specific regulated activity. Proceeding means any action, case, audit, examination, proceeding, claim, grievance, suit, arbitration, inquiry, litigation or investigation or other proceeding of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) conducted by or pending before any Governmental Authority or any arbitrator or mediator. Representatives means, with respect to any Person, the directors, officers, managers, employees, Affiliates, accountants, advisors, attorneys, investment bankers, consultants, intermediaries or agents of any kind, or any other representatives acting on behalf of that Person. Sales Tax means any sales, value added, goods and services or similar Tax imposed under applicable law with respect to the Services. Security Regulations means System security policies, procedures and requirements. Service Charges has the meaning Section 3.1(b) specifies. Service Coordinator means the respective representative nominated by the Company, on the one hand, and Baker Hughes, on the other, in accordance with Section 2.4 to act as the primary contact with respect to the provision of the Services and the resolution of disputes under this Agreement. Services means (i)

Definitions from Intellectual Property License Agreement

This INTELLECTUAL PROPERTY LICENSE AGREEMENT (this Agreement), dated as of December 30, 2016 (the Closing Date), is entered into by and among BJ Services, LLC, a Delaware limited liability company (the Company), and Baker Hughes Incorporated, a Delaware corporation, on behalf of itself and its Subsidiaries (Baker Hughes). Company and Baker Hughes each may be referred to herein individually as a Party and collectively as the Parties.

Definitions. a) Capitalized terms used but not defined in this Agreement have the respective meanings assigned to such terms in the Contribution Agreement. For purposes of this Agreement, the following initially capitalized terms shall have the following meanings: Baker Hughes Licensed Technology means the Baker Hughes Patents and Baker Hughes Know-How. Baker Hughes Patents means the Patents listed on Schedule A (including, for the avoidance of doubt, any patents issuing after the Closing Date from any applications, reissues, divisions, continuations, continuation-in-part, extensions or reexaminations thereof) and any other Patent filed within twelve (12) months after the Closing Date by Baker Hughes or any of itsSubsidiaries which is derived from or otherwise based upon any of the Baker Hughes Know- How or the Company Know-How. Notwithstanding the foregoing, for the avoidance of doubt, in no event shall the Baker Hughes Patents include any of the Contributed Patents or any Patent in any jurisdiction outside of the Territory. Baker Hughes Know-How means, except as set forth on Schedule B of this Agreement, technical information and know-how (including any and all formulae, procedures, processes, methods, designs, know-how, show-how, trade secrets, inventions (whether or not patentable and whether or not reduced to practice), discoveries, computer software set forth on Schedule C of this Agreement (including source code and object code except as otherwise set forth on Schedule C), equipment operating systems, firmware, specifications prototypes, designs (including equipment design files, computer-aided design files, and related documentation), techniques, methods, ideas, concepts, data, research and development information, lab books, engineering and manufacturing information, manufacturing processes, sourcing information, quality control and testing procedures, testing data, electronic control circuits, specifications, diagrams, drawings, schematics, blueprints and parts lists and other proprietary information, rights and works of authorship (whether or not reduced to writing), copyrights, confidential information, licenses and similar proprietary rights in discoveries, analytic models, improvements, techniques, devices, patterns, formulations and specifications, copies and tangible embodiments of any of the foregoing (in whatever form or media)) and other tangible and intangible proprietary information, data, or material, in each case which are Licensable by Baker Hughes or any of its Subsidiaries as of the Closing Date but solely to the extent the foregoing constitute part of the Contributed Business immediately prior to the Closing Date or constituted part of the Contributed Business at any time in the eighteen (18) months prior thereto (including in each case to the extent relating to developments or work in process not yet commercialized as of the Closing Date); provided that the fact that the foregoing were not contributed by Baker Hughes to the Company under the Contribution Agreement shall not be deemed or alleged to mean that any of the foregoing did not constitute part of the Contributed Business. Company Business means the business of the Company, comprising the Contributed Business and the Partner Contributed Business. Company Know-How means, except as set forth on Schedule D of this Agreement, technical information and know-how (including any and all formulae, recipes, procedures, processes, methods, designs, know-how, show-how, trade secrets, inventions (whether or not patentable and whether or not reduced to practice), discoveries, computer software (including source code, object code, equipment operating systems, firmware, and specifications), prototypes, designs (including equipment design files, computer-aided design files, and related documentation), techniques, methods, ideas, concepts, data, research and development information, lab books, engineering and manufacturing information, manufacturing processes, sourcing information, quality control and testing procedures, testing data, electronic control circuits, specifications, diagrams, drawings, schematics, blueprints and parts lists and other proprietary information, rights and works of authorship (whether or not reduced to writing), copyrights, confidential information, licenses and similar proprietary rights in discoveries, analytic models, improvements, techniques, devices, patterns, formulations and specifications, copies and tangible embodiments of any of the foregoing (in whatever form or media)) and other tangible and intangible proprietary information, data, or material, in each case which are Licensable by Company or any of its Subsidiaries as of the Closing Date but solely to the extent the foregoing constitute part of the Partner Contributed Business immediately prior to the Closing Date or constituted part of the Partner Contributed Business at any time in the eighteen (18) months prior thereto (including in each case to the extent relat

Definitions from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER, dated as of July 14, 2017 (this Agreement), by and among H&E Equipment Services, Inc., a Delaware corporation (Parent), Neff Corporation, a Delaware corporation (Company), and Yellow Iron Merger Co., a Delaware corporation and a direct, wholly owned subsidiary of Parent (Merger Sub). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article IX below.

Definitions. For purposes hereof, the following terms when used herein shall have the respective meanings set forth below: Acceptable Confidentiality Agreement means a confidentiality agreement that contains terms that are no less favorable to Company in the aggregate than those contained in the Confidentiality Agreement and that contains customary standstill provisions that are reasonably acceptable to Parent; provided that (a) the standstill provisions shall provide that a person may make a non-public Acquisition Proposal to the Company Board or the Special Committee and (b) the form attached hereto as Exhibit D is deemed acceptable; provided further, such confidentiality agreement shall not prohibit compliance by Company with any of the provisions of Section 6.8. Acquisition Proposal shall mean, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, relating to, in a single transaction or series of related transactions, any direct or indirect (a) acquisition of more than 20% of the consolidated assets of Company and its Subsidiaries taken as a whole (based on the fair market value thereof), including through the acquisition of one or more Subsidiaries of Company owning such assets, (b) acquisition of beneficial ownership (as defined in Rule 12d-3 under the Exchange Act) of more than 20% of the outstanding Equity Interests of Company or any of its Subsidiaries, (c) tender offer or exchange offer that if consummated would result in any person or group beneficially owning more than 20% of the outstanding Equity Interests of Company or any of its Subsidiaries, (d) merger, consolidation, share exchange, other business combination, reorganization, recapitalization, license, joint venture, partnership, liquidation, dissolution or other similar transaction involving (i) Company or its Subsidiaries whose assets, individually or in the aggregate, constitute more than twenty percent (20%) of the consolidated assets of Company and its Subsidiaries, taken as a whole (based on the fair market value thereof), or (ii) more than 20% of the aggregate Equity Interests of Company or of the surviving entity, (e) liquidation or dissolution of Company or (f) any combination of the foregoing. Action means any claim, action, suit, audit, charge, assessment, complaint, grievance, arbitration, or any proceeding, or, to the applicable partys knowledge, any investigation or inquiry, whether at law in equity or otherwise, in each case, that is by or before any Governmental Entity or arbitrator. Charter Documents means, respectively, (i) the Company Certificate, (ii) the Company Bylaws and (iii) the certificate of incorporation, articles of incorporation, bylaws, certificate of formation, limited liability company agreement, operating agreement or other organizational documents, each as amended to date, of each Subsidiary of Company. Code means the Internal Revenue Code of 1986, as amended. Company Benefit Plans means all employee benefit plans (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, and all bonus, equity, equity-based, incentive compensation, deferred compensation, retirement, pension, consulting, medical, dental, vision, disability, welfare, fringe benefit, paid time off, perquisite, retiree medical or life insurance, supplemental retirement, retention, change in control, employment, termination, and severance plans, programs, contracts, agreements or arrangements, in any case, maintained, contributed to, or required to be contributed to, by Company or any of its Subsidiaries or with respect to which Company or any of its Subsidiaries has any liability. Company Class A Common Stock means the Class A common stock, par value $0.01 per share, of Company. Company Class B Common Stock means the Class B common stock, par value $0.01 per share, of Company. Company Common Stock means the Company Class A Common Stock and the Company Class B Common Stock. Company ERISA Affiliate means any entity which together with Company would be deemed a single employer within the meaning of Section 4001 of ERISA or Section 414 of the Code. Company Material Adverse Effect means any event, circumstance, occurrence, fact, condition, development, effect or change that (a) has a material adverse effect on the ability of Company to perform its obligations under this Agreement and to consummate the Merger and the transactions contemplated by this Agreement or (b) would reasonably be expected to, individually or in the aggregate, be materially adverse to the business, properties, assets, results of operations or condition (financial or otherwise) of Company and its Subsidiaries, taken as a whole; provided, that in no event shall any events, circumstances, occurrences, facts, conditions, developments, effects or changes, alone or in combination, be deemed to constitute or be taken into account in determining whether there has been or may be a Company M

Definitions from Incentive Plan

Definitions. Capitalized terms used in this Plan but not expressly defined in this Plan shall have the respective meanings ascribed to such terms in the LLC Agreement. The following terms shall have the meanings set forth below: Award means the Class A Units granted to a Participant as specified in the applicable Award Letter. Award Letter means an Award Letter awarding a Participant with Class A Units. Cause means, with respect to any Participant, in the absence of an employment or other service agreement between a Participant and the Employer otherwise defining Cause, (i) Participants act(s) of gross negligence or willful misconduct in the course of Participants employment or services to the Company Group, (ii) willful failure or refusal by Participant to perform in any material respect Participants duties or responsibilities, (iii) misappropriation (or attempted misappropriation) by Participant of any assets or business opportunities of the Company or any other member of the Company Group, (iv) embezzlement or fraud committed (or attempted) by Participant, or at Participants direction, (v) Participants commission of any felony or a misdemeanor involving an act of dishonesty, moral turpitude, deceit, or fraud, (vi) Participants breach of any non-competition, non-solicitation, confidentiality, non-disparagement or other restrictive covenant provisions relating to any member of the Company Group by which the Participant may be bound, (vii) any damage of a material nature to the business or property of any member of the Company Group caused by the Participants willful or grossly negligent conduct, (viii) deliberate misconduct which is reasonably likely to be materially damaging to any member of the Company Group or (ix) Participants material breach of this Plan or the LLC Agreement. In the event that there is an employment or other service agreement between such Participant and the Employer defining Cause, Cause shall have the meaning provided in such agreement, and a Termination by the Employer for Cause hereunder shall not be deemed to have occurred unless all applicable notice and cure periods in such agreement are complied with. Committee means a committee appointed to administer the Plan in accordance with Section 10(d), if any. Company means BJ Services, LLC, a Delaware limited liability company. Company Group means, collectively, the Company and its Subsidiaries. Deemed Liquidation Event shall have the meaning set forth in the LLC Agreement but shall not include an IPO. Duties means the duties, responsibilities and obligations of a Participant in connection with such Participants employment or service with the Employer. Effective Date means December 30, 2016. Employer means, with respect to any Participant, the member of the Company Group that such Participant is principally employed by (or, if such Participant is a non-employee service provider, principally providing services to). Good Reason means, with respect to any Participant, in the absence of an employment or other service agreement between a Participant and the Employer otherwise defining Good Reason, without such Participants consent, (i) a material and ongoing diminution in such Participants Duties or (ii) the relocation of such Participants primary office location to a location that is more than 75 miles from the Participants then-current primary office location; provided, that none of the foregoing events shall constitute Good Reason unless the Employer fails to cure such event within 30 days after receipt from the Participant of written notice of the event which constitutes Good Reason, which written notice shall give reasonable specificity in the nature of the circumstances determined by the Participant in good faith to constitute Good Reason; provided, further, that Good Reason shall cease to exist for an event on the 60th day following the occurrence of such event, unless Participant has given the Employer and the Company written notice thereof prior to such date. In the event that there is an employment or other service agreement between such Participant and the Employer defining Good Reason, Good Reason shall have the meaning provided in such agreement, and a Termination by the Participant with Good Reason hereunder shall not be deemed to have occurred unless all applicable notice and cure periods in such agreement are complied with. Grant Date has the meaning set forth in the applicable Award Letter. Interests means the Class A Units granted to a Participant in the applicable Award Letter. LLC Agreement means the Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of the Effective Date, as the same may be modified, amended, restated or amended and restated from time to time. Participant means an employee or non-employee service provider of the Employer to whom Class A Units are granted pursuant to the Plan. Permanent Disability means, with respect to any Participant, in the absence of an employment or other

Definitions from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER, dated as of July 14, 2017 (this Agreement), by and among H&E Equipment Services, Inc., a Delaware corporation (Parent), Neff Corporation, a Delaware corporation (Company), and Yellow Iron Merger Co., a Delaware corporation and a direct, wholly owned subsidiary of Parent (Merger Sub). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article IX below.

Definitions. For purposes hereof, the following terms when used herein shall have the respective meanings set forth below: Acceptable Confidentiality Agreement means a confidentiality agreement that contains terms that are no less favorable to Company in the aggregate than those contained in the Confidentiality Agreement and that contains customary standstill provisions that are reasonably acceptable to Parent; provided that (a) the standstill provisions shall provide that a person may make a non-public Acquisition Proposal to the Company Board or the Special Committee and (b) the form attached hereto as Exhibit D is deemed acceptable; provided further, such confidentiality agreement shall not prohibit compliance by Company with any of the provisions of Section 6.8. Acquisition Proposal shall mean, other than the transactions contemplated by this Agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, relating to, in a single transaction or series of related transactions, any direct or indirect (a) acquisition of more than 20% of the consolidated assets of Company and its Subsidiaries taken as a whole (based on the fair market value thereof), including through the acquisition of one or more Subsidiaries of Company owning such assets, (b) acquisition of beneficial ownership (as defined in Rule 12d-3 under the Exchange Act) of more than 20% of the outstanding Equity Interests of Company or any of its Subsidiaries, (c) tender offer or exchange offer that if consummated would result in any person or group beneficially owning more than 20% of the outstanding Equity Interests of Company or any of its Subsidiaries, (d) merger, consolidation, share exchange, other business combination, reorganization, recapitalization, license, joint venture, partnership, liquidation, dissolution or other similar transaction involving (i) Company or its Subsidiaries whose assets, individually or in the aggregate, constitute more than twenty percent (20%) of the consolidated assets of Company and its Subsidiaries, taken as a whole (based on the fair market value thereof), or (ii) more than 20% of the aggregate Equity Interests of Company or of the surviving entity, (e) liquidation or dissolution of Company or (f) any combination of the foregoing. Action means any claim, action, suit, audit, charge, assessment, complaint, grievance, arbitration, or any proceeding, or, to the applicable partys knowledge, any investigation or inquiry, whether at law in equity or otherwise, in each case, that is by or before any Governmental Entity or arbitrator. Charter Documents means, respectively, (i) the Company Certificate, (ii) the Company Bylaws and (iii) the certificate of incorporation, articles of incorporation, bylaws, certificate of formation, limited liability company agreement, operating agreement or other organizational documents, each as amended to date, of each Subsidiary of Company. Code means the Internal Revenue Code of 1986, as amended. Company Benefit Plans means all employee benefit plans (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, and all bonus, equity, equity-based, incentive compensation, deferred compensation, retirement, pension, consulting, medical, dental, vision, disability, welfare, fringe benefit, paid time off, perquisite, retiree medical or life insurance, supplemental retirement, retention, change in control, employment, termination, and severance plans, programs, contracts, agreements or arrangements, in any case, maintained, contributed to, or required to be contributed to, by Company or any of its Subsidiaries or with respect to which Company or any of its Subsidiaries has any liability. Company Class A Common Stock means the Class A common stock, par value $0.01 per share, of Company. Company Class B Common Stock means the Class B common stock, par value $0.01 per share, of Company. Company Common Stock means the Company Class A Common Stock and the Company Class B Common Stock. Company ERISA Affiliate means any entity which together with Company would be deemed a single employer within the meaning of Section 4001 of ERISA or Section 414 of the Code. Company Material Adverse Effect means any event, circumstance, occurrence, fact, condition, development, effect or change that (a) has a material adverse effect on the ability of Company to perform its obligations under this Agreement and to consummate the Merger and the transactions contemplated by this Agreement or (b) would reasonably be expected to, individually or in the aggregate, be materially adverse to the business, properties, assets, results of operations or condition (financial or otherwise) of Company and its Subsidiaries, taken as a whole; provided, that in no event shall any events, circumstances, occurrences, facts, conditions, developments, effects or changes, alone or in combination, be deemed to constitute or be taken into account in determining whether there has been or may be a Company M

Definitions from Purchase Agreement

This PURCHASE AGREEMENT, dated as of July 1, 2017, is made by and between NEWSTAR FINANCIAL, INC., a Delaware Corporation (Buyer), and FIFTH STREET HOLDINGS L.P., a Delaware limited partnership (Seller).

Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: Accounting Expert has the meaning set forth in Section 2.2(b). Advisers Act means the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder. Affiliate means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, the first Person, provided that the Company Funds shall be deemed not to be Affiliates of the Company or the Seller. Agreement means this Agreement, including the Disclosure Schedule and any Exhibits hereto, as such may be amended or restated from time to time. Allocation Statement has the meaning set forth in Section 2.5. Ancillary Agreements means all agreements, documents, instruments and certificates (other than this Agreement) executed and delivered in connection with the Transactions. Bankruptcy and Equity Exception has the meaning set forth in Section 3.2(a). Business means the business, activities and operations of the Company, including the management of the Company Funds, as currently conducted. Business Day means a 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. Buyer has the meaning set forth in the Preamble. Buyer Indemnitees has the meaning set forth in Section 7.2(a). Cap means an amount equal $1,600,000. Client means any Person to which the Company provides collateral management, investment management or investment advisory services, including any sub-advisory services or similar services, including each Company Fund. Closing has the meaning set forth in Section 2.3. Closing Date has the meaning set forth in Section 2.3. Closing Loan Tapes has the meaning set forth in Section 6.15. Code means the Internal Revenue Code of 1986, as amended. Collateral Management Agreement means, as applicable, each of (i) that certain Collateral Management Agreement, dated as of February 19, 2015, entered into between Fifth Street Senior Loan Fund I, LLC and LLC (organization) values">Fifth Street Management LLC as amended by that certain amendment, dated as of June 29, 2015, entered into between Fifth Street Senior Loan Fund I, LLC and Fifth Street Management LLC and as assigned to the Company by Fifth Street Management LLC pursuant to the terms of that certain Assignment and Assumption Agreement, dated as of September 28, 2015, entered into among Fifth Street Management LLC, the Company and Fifth Street Senior Loan Fund I, LLC and (ii) that certain Collateral Management Agreement, dated as of September 29, 2015, entered into between Fifth Street SLF II, Ltd. and the Company, in each case, as amended or supplemented from time to time. Company has the meaning set forth in the Recitals. Company Contract means any Contract to which the Company is a party or otherwise bound, including the Collateral Management Agreements. Company Fund means each of Fifth Street Senior Loan Fund I, LLC and Fifth Street SLF II, Ltd. Company Owned Securities has the meaning set forth in Section 4.14(c). Confidentiality Agreement means the confidentiality agreement, dated as of March 16, 2017, by and between Buyer and the Company, as the same may be amended from time to time. Confidentiality Representative has the meaning set forth in Section 6.2. Consent means, as the context requires, any consent, approval, notice, authorization, waiver, permit, license, grant, agreement, exemption or order of, or registration, declaration or filing with, any Person, including any Governmental Authority. Contract means any written agreement, contract, arrangement, understanding, obligation or commitment to which a Person is bound or to which its assets or properties are subject, and any amendments and supplements thereto. Control or Controlled means 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, by contract, as trustee or executor, or otherwise. For purposes of this definition, a general partner or managing member of a Person shall be deemed to Control such Person. Credit Agreement means the Credit Agreement, dated as of September 28, 2015, by and among the Company and the Credit Parties. Credit Parties means Bleachers Finance 1 Limited and the other lenders from time to time party to the Credit Agreement, and Natixis, New York Branch, as agent, under the Credit Agreement. Designated Manager shall have the meaning assigned to such term in the Amended and Restated Limited Liability Company Agreement of Fifth Street Senior Loan Fund I, LLC, dated as of February 19, 2015. Disclosure Schedule means the disclosure schedule of even date herewith delivered by Seller to Buyer in connection with the execution and delivery of this Agreement. Dispute Notice has the meaning set forth in Section 2.2(a). Disqualific

Definitions from Amended and Restated Registration Rights Agreement

This Amended and Restated Registration Rights Agreement (this Agreement), dated as of June 30, 2017, is entered into by and among WildHorse Resource Development Corporation, a Delaware corporation (the Company), and each of the other parties listed on the signature pages hereto (the Initial Holders and, together with the Company, the Parties).

Definitions. As used in this Agreement, the following terms have the meanings indicated: Acquisition Co. Holdings means WHE AcqCo Holdings, LLC, a Delaware limited liability company. Affiliate means, with respect to any specified Person, a Person that directly or indirectly Controls or is Controlled by, or is under common Control with, such specified Person; provided, however, that (i) the Company shall not be considered an Affiliate of any Holder for purposes of this Agreement and (ii) the Preferred Holders and the Sponsoring Holders shall not be considered Affiliates of each other for purposes of this Agreement. Automatic Shelf Registration Statement means an automatic shelf registration statement as defined under Rule 405. Board means the board of directors of the Company. Business Day means any day other than a Saturday, Sunday, any federal holiday or any other day on which banking institutions in the State of Texas or the State of New York are authorized or required to be closed by law or governmental action. Carlyle means CP VI Eagle Holdings, L.P. Certificate means the Certificate of Designations establishing the terms of the Convertible Preferred Stock filed with the Secretary of State of the State of Delaware on June 30, 2017. Commission means the Securities and Exchange Commission or any other federal agency then administering the Securities Act or Exchange Act. Common Stock means the common stock, par value $0.01 per share, of the Company. Company Securities means any equity interest of any class or series in the Company. Control (including the terms Controls, Controlled by and under common Control with) means the possession, direct or indirect, of the power to (a) direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise or (b) vote 10% or more of the securities having ordinary voting power for the election of directors of a Person. Convertible Preferred Stock means the shares of Series A Perpetual Convertible Preferred Stock of the Company issued to Carlyle pursuant to the Preferred Purchase Agreement. Effective Date means the time and date that a Registration Statement is first declared effective by the Commission or otherwise becomes effective. Esquisto Holdings means Esquisto Holdings, LLC, a Delaware limited liability company. Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder. Holder means (a) WildHorse Holdings unless and until WildHorse Holdings ceases to hold any Registrable Securities; (b) Esquisto Holdings unless and until Esquisto Holdings ceases to hold any Registrable Securities; (c) Acquisition Co. Holdings unless and until Acquisition Co. Holdings ceases to hold any Registrable Securities, (d) Jay Graham unless and until Jay Graham ceases to hold any Registrable Securities, (e) Anthony Bahr unless and until Anthony Bahr ceases to hold any Registrable Securities, (f) NGP unless and until NGP ceases to hold any Registrable Securities, (g) each Preferred Holder unless and until such Preferred Holder ceases to hold any Registrable Securities; (h) each KKR Holder unless and until such KKR Holder ceases to hold any Registrable Securities; and (i) any holder of Registrable Securities to whom registration rights conferred by this Agreement have been transferred in compliance with Section 8(e) hereof; provided that any Person referenced in clause (i) shall be a Holder only if such Person agrees in writing to be bound by and subject to the terms set forth in this Agreement. Initiating Holder means the Sponsoring Holder or Preferred Holder delivering the Demand Notice or the Underwritten Offering Notice, as applicable. IPO Holders means WildHorse Holdings, Esquisto Holdings, Acquisition Co. Holdings, Jay Graham, Anthony Bahr and NGP. KKR Holders means LLC (organization) values">EIGF Aggregator LLC, a Delaware limited partnership, TE Admiral A Holding L.P., a Delaware limited liability company, LLC (organization) values">TE Drilling Aggregator LLC, a Delaware limited liability company, and Aurora C-I Holding L.P., a Delaware limited partnership. Lock-Up Period (i) with respect to the Preferred Holders, means the first anniversary of the date of this Agreement and (ii) with respect to all other Holders, has the meaning set forth in the underwriting agreement entered into by the Company in connection with the initial underwritten public offering of shares of Common Stock. Material Adverse Change means (a) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States; (b) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States; (c) a material outbreak or escalation of armed hostilities or other international or national calamity involving the United States or the declaration by the United States of a natio

Definitions from Amendment to Purchase and Sale Agreement

This First Amendment to the Purchase and Sale Agreement (this Amendment) is made and entered into effective as of June 30, 2017, by and among Atlas Energy Tennessee, LLC, Atlas Pipeline Tennessee, LLC, Atlas Noble, LLC, Viking Resources, LLC, Resource Energy, LLC, Atlas Resources, LLC, REI-NY, LLC, Resource Well Services, LLC, Atlas Energy Ohio, LLC and Atlas Energy Group, LLC (collectively, Original Sellers), Diversified Energy LLC (Buyer) and Atlas Resource Partners Holdings, LLC (ARPH).

Definitions. The following definitions shall be amended and restated in their entirety or added to Article 1 of the Original Agreement as set forth below. AET means Atlas Energy Tennessee, LLC, a Pennsylvania limited liability company. APT means Atlas Pipeline Tennessee, LLC, a Pennsylvania limited liability company. Drilling Partnerships means: (i) if prior to the Reorganization, the Existing Partnerships, and (ii) if after the Reorganization, (a) with respect to Atlas America Public #9, Ltd., that Existing Partnership, and (b) with respect to all Private Partnerships and all Public Partnerships other than Atlas America Public #9, Ltd., one or more new limited partnerships which will be formed pursuant to the Reorganization, provided, however that for the purposes of Section 7.28(ii) and Section 7.28(vi), Atlas America Public #9, Ltd. shall not be included in the definition of Drilling Partnership. Knox Agreements is defined in Section 2.2.7. Phase 1 of the Closing means the first step of the Closing, during which Sellers will sell, assign, convey and deliver all of the Properties to Buyer, other than the Equity Interests in AET. Reorganization means the transactions and actions of Sellers, their Affiliates and certain Third Parties that are reasonably necessary to (i) form the new Drilling Partnerships that are required for the Reorganization, (ii) transfer and vest all rights, title and interests of the Existing Partnerships, except for Atlas America Public #9, Ltd., in the Reorganization Wells to the new Drilling Partnerships, and (iii) complete the transfer by Atlas Resources, LLC of its managing general partner interest and limited partner interest in each Drilling Partnership to a newly formed Affiliate of Atlas Resources, LLC.

Definitions from Indemnification Agreement

This Indemnification Agreement (Agreement) is made as of June 30, 2017 by and between WildHorse Resource Development Corporation, a Delaware corporation (the Company), and Martin W. Sumner (Indemnitee).

Definitions. (a) As used in this Agreement: Affiliate of any specified Person shall mean any other Person directly or indirectly controlling, controlled by or under common control with such specified Person. Corporate Status describes the status of a person who is or was a director, officer, employee or agent of (i) the Company or (ii) any other corporation, limited liability company, partnership or joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the request of the Company. Disinterested Director shall mean a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee. Enterprise shall mean the Company and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, trustee, agent or fiduciary. Exchange Act shall mean the Securities Exchange Act of 1934, as amended. Expenses shall mean all reasonable costs, expenses, fees and charges, including, without limitation, attorneys fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include, without limitation, (i) expenses incurred in connection with any appeal resulting from, incurred by Indemnitee in connection with, arising out of, or in respect of or relating to, any Proceeding, including, without limitation, the premium, security for, and other costs relating to any cost bond, supersedes bond, or other appeal bond or its equivalent, (ii) for purposes of Section 12(d) hereof only, expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitees rights under this Agreement, by litigation or otherwise, (iii) any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, and (iv) any interest, assessments or other charges in respect of the foregoing. Expenses shall not include Liabilities. Indemnity Obligations shall mean all obligations of the Company to Indemnitee under this Agreement, including the Companys obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement. Independent Counsel shall mean a law firm of fifty (50) or more attorneys, or a member of a law firm of fifty (50) or more attorneys, that is experienced in matters of corporation law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder; provided, however, that the term Independent Counsel shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitees rights under this Agreement. Liabilities shall mean all claims, liabilities, damages, losses, judgments, orders, fines, penalties and other amounts payable in connection with, arising out of, or in respect of or relating to any Proceeding, including, without limitation, amounts paid in settlement in any Proceeding and all costs and expenses in complying with any judgment, order or decree issued or entered in connection with any Proceeding or any settlement agreement, stipulation or consent decree entered into or issued in settlement of any Proceeding. Person shall mean any individual, corporation, partnership, limited partnership, limited liability company, trust, governmental agency or body or any other legal entity. Proceeding shall mean any threatened, pending or completed action, claim, suit, arbitration, alternate dispute resolution mechanism, formal or informal hearing, inquiry or investigation, litigation, inquiry, administrative hearing or any other actual, threatened or completed judicial, administrative or arbitration proceeding (including, without limitation, any such proceeding under the Securities Act of 1933, as amended, or the Exchange Act or any other federal law, state law, statute or regulation), whether brought in the right of the Company or otherwise, and whether of a civil, criminal, administrative or investigative nature, in each case, in which Indemnitee was, is or