Newco Group Uses in Definitions Clause

Definitions from Restated Limited Liability Company Agreement

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement), dated as of July 3, 2017, is entered into by and among Baker Hughes, a GE company, LLC, a Delaware limited liability company (the Company), its Members (as defined herein) and each other Person who at any time after the date hereof becomes a Member in accordance with the terms of this Agreement and the DLLCA (as defined herein).

Definitions. The following definitions shall be applied to the terms used in this Agreement for all purposes, unless otherwise clearly indicated to the contrary. Additional Member has the meaning set forth in Section 11.02. Adjusted Capital Account Balance means with respect to each Member the balance in such Members Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6); and (ii) by adding to such balance such Members share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5) and any amounts such Member is obligated (or deemed to be obligated) to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. Admission Date has the meaning set forth in Section 10.06. Affiliate means, as to any Person, any other Person which, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. As used in this definition, control (including with correlative meanings, controlled by and under common control with) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of voting securities or by contract or other agreement). Agreement has the meaning set forth in the preamble to this Agreement. Appraisers has the meaning set forth in Section 14.02. Assignee means a Person to whom a Company Interest has been transferred but who has not become a Member pursuant to Article XI. BHI has the meaning set forth in the recitals to this Agreement. Business Day means a day other than Saturday, Sunday or a day on which banks located in New York, New York are authorized or required by applicable Law to close. Capital Account means the capital account maintained for a Member in accordance with Section 5.01. Capital Contribution means, with respect to any Member, the amount of any cash, cash equivalents, promissory obligations or the Fair Market Value of other property that such Member contributes (or is deemed to contribute) to the Company pursuant to Article III hereof. Cash Balances has the meaning set forth in the Exchange Agreement. Certificate means the Companys Certificate of Formation as filed with the Secretary of State of the State of Delaware on the Filing Date. Chancery Court has the meaning set forth in Section 15.05(b). Class A Common Stock means the Class A common stock, $0.0001 par value per share, of Newco. Class B Common Stock means the Class B common stock, $0.0001 par value per share, of Newco. Closing Price has the meaning ascribed to it in Section 3.05(a). Code means the United States Internal Revenue Code of 1986. Common Unit means a Unit representing a fractional part of the Company Interests of the Members and having the rights and obligations specified with respect to the Common Units in this Agreement. Company has the meaning set forth in the preamble to this Agreement. Company Interest means the interest of a Member in Profits, Losses and Distributions. Company Minimum Gain has the meaning set forth in Treasury Regulations Section 1.704-2(b)(2) for the phrase partnership minimum gain. The amount of Company Minimum Gain, as well as any net increase or decrease in Company Minimum Gain, for a Fiscal Period shall be determined in accordance with the rules of Treasury Regulations Section 1.704-2(d). DLLCA means the Delaware Limited Liability Company Act, 6 Del.C. SS 18-101, et seq. Distribution (and, with a correlative meaning, Distribute) means each distribution made by the Company to a Member with respect to such Members Units, whether in cash, property or securities of the Company and whether by liquidating distribution or otherwise; provided, however, that any recapitalization that does not result in the distribution of cash or property to Members or any exchange of securities of the Company, and any subdivision (by Unit split or otherwise) or any combination (by reverse Unit split or otherwise) of any outstanding Units shall not be a Distribution. Equity Securities means, with respect to any Person, (a) units or other equity interests in such Person (including other classes or groups thereof having such relative rights, powers and duties as may from time to time be established by such Person), (b) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into any of the foregoing, and (c) warrants, options or other rights to purchase or otherwise acquire from such Person any of the foregoing. Event of Withdrawal means the expulsion, bankruptcy or dissolution of a Member or the occurrence of any other event that terminates the continu

Definitions from Restated Limited Liability Company Agreement

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this Agreement), dated as of July 3, 2017, is entered into by and among Baker Hughes, a GE company, LLC, a Delaware limited liability company (the Company), its Members (as defined herein) and each other Person who at any time after the date hereof becomes a Member in accordance with the terms of this Agreement and the DLLCA (as defined herein).

Definitions. The following definitions shall be applied to the terms used in this Agreement for all purposes, unless otherwise clearly indicated to the contrary. Additional Member has the meaning set forth in Section 11.02. Adjusted Capital Account Balance means with respect to each Member the balance in such Members Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6); and (ii) by adding to such balance such Members share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5) and any amounts such Member is obligated (or deemed to be obligated) to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. Admission Date has the meaning set forth in Section 10.06. Affiliate means, as to any Person, any other Person which, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. As used in this definition, control (including with correlative meanings, controlled by and under common control with) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of voting securities or by contract or other agreement). Agreement has the meaning set forth in the preamble to this Agreement. Appraisers has the meaning set forth in Section 14.02. Assignee means a Person to whom a Company Interest has been transferred but who has not become a Member pursuant to Article XI. BHI has the meaning set forth in the recitals to this Agreement. Business Day means a day other than Saturday, Sunday or a day on which banks located in New York, New York are authorized or required by applicable Law to close. Capital Account means the capital account maintained for a Member in accordance with Section 5.01. Capital Contribution means, with respect to any Member, the amount of any cash, cash equivalents, promissory obligations or the Fair Market Value of other property that such Member contributes (or is deemed to contribute) to the Company pursuant to Article III hereof. Cash Balances has the meaning set forth in the Exchange Agreement. Certificate means the Companys Certificate of Formation as filed with the Secretary of State of the State of Delaware on the Filing Date. Chancery Court has the meaning set forth in Section 15.05(b). Class A Common Stock means the Class A common stock, $0.0001 par value per share, of Newco. Class B Common Stock means the Class B common stock, $0.0001 par value per share, of Newco. Closing Price has the meaning ascribed to it in Section 3.05(a). Code means the United States Internal Revenue Code of 1986. Common Unit means a Unit representing a fractional part of the Company Interests of the Members and having the rights and obligations specified with respect to the Common Units in this Agreement. Company has the meaning set forth in the preamble to this Agreement. Company Interest means the interest of a Member in Profits, Losses and Distributions. Company Minimum Gain has the meaning set forth in Treasury Regulations Section 1.704-2(b)(2) for the phrase partnership minimum gain. The amount of Company Minimum Gain, as well as any net increase or decrease in Company Minimum Gain, for a Fiscal Period shall be determined in accordance with the rules of Treasury Regulations Section 1.704-2(d). DLLCA means the Delaware Limited Liability Company Act, 6 Del.C. SS 18-101, et seq. Distribution (and, with a correlative meaning, Distribute) means each distribution made by the Company to a Member with respect to such Members Units, whether in cash, property or securities of the Company and whether by liquidating distribution or otherwise; provided, however, that any recapitalization that does not result in the distribution of cash or property to Members or any exchange of securities of the Company, and any subdivision (by Unit split or otherwise) or any combination (by reverse Unit split or otherwise) of any outstanding Units shall not be a Distribution. Equity Securities means, with respect to any Person, (a) units or other equity interests in such Person (including other classes or groups thereof having such relative rights, powers and duties as may from time to time be established by such Person), (b) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into any of the foregoing, and (c) warrants, options or other rights to purchase or otherwise acquire from such Person any of the foregoing. Event of Withdrawal means the expulsion, bankruptcy or dissolution of a Member or the occurrence of any other event that terminates the continu

Definitions from Tax Matters Agreement

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

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

Definitions from Tax Matters Agreement

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

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

Definitions from Employee Matters Agreement

This EMPLOYEE MATTERS AGREEMENT (the Agreement), dated as of *, 2017, is by and among Vornado Realty Trust, a Maryland real estate investment trust (Vornado), Vornado Realty L.P., a Delaware limited partnership (VRLP), JBG SMITH Properties, a Maryland real estate investment trust (Newco), and JBG SMITH Properties LP, a Delaware limited partnership (Newco LP) and together with Vornado, VRLP and Newco, each a Party and collectively, the Parties).

Definitions. The following terms shall have the following meanings: Affiliate shall mean, when used with respect to a specified Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, control (including with correlative meanings, controlled by and under common control with), when used with respect to any specified Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. It is expressly agreed that, prior to, at and after the Effective Time, for purposes of the Transaction Documents (a) no member of the Newco Group shall be deemed to be an Affiliate of any member of the Vornado Group and (b) no member of the Vornado Group shall be deemed to be an Affiliate of any member of the Newco Group. Agreement has the meaning ascribed thereto in the preamble to this Agreement. Benefit Plan means, with respect to an entity, any employee benefit plan (as defined in Section 3(3) of ERISA), and each plan, program, arrangement, agreement or commitment that is an employment, consulting, non-competition or deferred compensation agreement, or an executive compensation, incentive bonus or other bonus, employee pension, profit-sharing, savings, retirement, supplemental retirement, stock option, stock purchase, stock appreciation rights, restricted stock, operating partnership unit, other equity-based compensation, severance pay, salary continuation, life, health, hospitalization, sick leave, vacation pay, paid time-off, disability or accident insurance plan, program, arrangement, agreement or commitment, corporate-owned or key-man life insurance or other employee benefit plan, program, arrangement, agreement or commitment, sponsored or maintained by such entity (or to which such entity contributes or is required to contribute or with respect to which such entity has any Liability). Closing has the meaning given such term in the Transaction Agreement. COBRA means the continuation coverage requirements for group health plans under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and as codified in Code Section 4980B and Sections 601 through 608 of ERISA, and any similar state group health plan continuation Law, together with all regulations and proposed regulations promulgated thereunder, including any amendments or other modifications of such Laws and regulations that may be made from time to time. Code means the U.S. Internal Revenue Code of 1986, as amended. DC Business shall mean the business, operations and activities of the Vornado Group relating to the Newco Properties as defined in the Separation Agreement as conducted at any time prior to the Effective Time by either Party or any of their current or former Subsidiaries. DCP has the meaning ascribed thereto in Section 6.1 of this Agreement. DCP II has the meaning ascribed thereto in Section 6.1 of this Agreement. Designated Vornado Welfare Plan means a Welfare Plan sponsored or maintained by Vornado or its Affiliates which is identified on Schedule 1.0 hereto. Distribution shall have the meaning set forth in the recitals to the Separation Agreement. Distribution Date shall mean the date of the consummation of the Distribution, which shall be determined by the Vornado Board in its sole and absolute discretion. Effective Time shall mean 12:01 a.m., Eastern time, on the Distribution Date. Employee means any individual set forth in Schedule 1.1 who is a full-time or part-time employee of the applicable entity and provides substantially all of such individuals services for the benefit of the DC Business and who is intended to become a Newco Group Employee (organization) values">Newco Group Employee if such individual remains employed (or is on an approved leave) at the Effective Time. ERISA means the Employee Retirement Income Security Act of 1974, as amended. Exchange Act shall mean the U.S. Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder. Force Majeure has the meaning ascribed thereto in the Separation Agreement. Former Employee means any former Employee of Vornado or an Affiliate of Vornado or of Newco or an Affiliate of Newco, as of immediately prior to the Effective Time, whether having last been employed by a member of the Vornado Group or a member of the Newco Group, including retired Employees. Governmental Authority means any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, e

Definitions from Employee Matters Agreement

This EMPLOYEE MATTERS AGREEMENT (the Agreement), dated as of *, 2017, is by and among Vornado Realty Trust, a Maryland real estate investment trust (Vornado), Vornado Realty L.P., a Delaware limited partnership (VRLP), JBG SMITH Properties, a Maryland real estate investment trust (Newco), and JBG SMITH Properties LP, a Delaware limited partnership (Newco LP and together with Vornado, VRLP and Newco, each a Party and collectively, the Parties).

Definitions. The following terms shall have the following meanings: Affiliate shall mean, when used with respect to a specified Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, control (including with correlative meanings, controlled by and under common control with), when used with respect to any specified Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. It is expressly agreed that, prior to, at and after the Effective Time, for purposes of the Transaction Documents (a) no member of the Newco Group shall be deemed to be an Affiliate of any member of the Vornado Group and (b) no member of the Vornado Group shall be deemed to be an Affiliate of any member of the Newco Group. Agreement has the meaning ascribed thereto in the preamble to this Agreement. Benefit Plan means, with respect to an entity, any employee benefit plan (as defined in Section 3(3) of ERISA), and each plan, program, arrangement, agreement or commitment that is an employment, consulting, non-competition or deferred compensation agreement, or an executive compensation, incentive bonus or other bonus, employee pension, profit-sharing, savings, retirement, supplemental retirement, stock option, stock purchase, stock appreciation rights, restricted stock, operating partnership unit, other equity-based compensation, severance pay, salary continuation, life, health, hospitalization, sick leave, vacation pay, paid time-off, disability or accident insurance plan, program, arrangement, agreement or commitment, corporate-owned or key-man life insurance or other employee benefit plan, program, arrangement, agreement or commitment, sponsored or maintained by such entity (or to which such entity contributes or is required to contribute or with respect to which such entity has any Liability). Closing has the meaning given such term in the Transaction Agreement. COBRA means the continuation coverage requirements for group health plans under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and as codified in Code Section 4980B and Sections 601 through 608 of ERISA, and any similar state group health plan continuation Law, together with all regulations and proposed regulations promulgated thereunder, including any amendments or other modifications of such Laws and regulations that may be made from time to time. Code means the U.S. Internal Revenue Code of 1986, as amended. DC Business shall mean the business, operations and activities of the Vornado Group relating to the Newco Properties as defined in the Separation Agreement as conducted at any time prior to the Effective Time by either Party or any of their current or former Subsidiaries. DCP has the meaning ascribed thereto in Section 6.1 of this Agreement. DCP II has the meaning ascribed thereto in Section 6.1 of this Agreement. Distribution shall have the meaning set forth in the recitals to the Separation Agreement. Distribution Date shall mean the date of the consummation of the Distribution, which shall be determined by the Vornado Board in its sole and absolute discretion. Effective Time shall mean 11:59 p.m., Eastern time, on the Distribution Date. Employee means any individual set forth in Schedule 1.1 who is a full-time or part-time employee of the applicable entity and provides substantially all of such individuals services for the benefit of the DC Business and who is intended to become a Newco Group Employee (organization) values">Newco Group Employee if such individual remains employed (or is on an approved leave) at the Effective Time. ERISA means the Employee Retirement Income Security Act of 1974, as amended. Exchange Act shall mean the U.S. Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder. Force Majeure has the meaning ascribed thereto in the Separation Agreement. Former Employee means any former Employee of Vornado or an Affiliate of Vornado or of Newco or an Affiliate of Newco, as of immediately prior to the Effective Time, whether having last been employed by a member of the Vornado Group or a member of the Newco Group, including retired Employees. Governmental Authority means any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, government and any executive o

Definitions from Employee Matters Agreement

This Employee Matters Agreement (this Agreement) is dated as of July 14, 2015, by and among Danaher Corporation, a Delaware corporation (Danaher), Potomac Holdings LLC, a Delaware limited liability company and presently a wholly owned Subsidiary of Danaher (Newco), and NetScout Systems, Inc., a Delaware corporation (NetScout) (each a Party and together, the Parties).

Definitions. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Distribution Agreement, and the following terms shall have the following meanings: Action means any demand, charge, claim, action, suit, counter suit, arbitration, mediation, hearing, inquiry, proceeding, audit, review, complaint, litigation or investigation, or proceeding of any nature whether administrative, civil, criminal, regulatory or otherwise, by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal. Affiliate means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such other Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made. For purposes of this definition, the term control (including, with correlative meanings, the terms 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, whether through the ownership of voting securities, by Contract or otherwise. Agreement has the meaning set forth in the preamble. Automatic Transfer Employees shall mean any Newco Employee, where local employment Laws, including but not limited to the Transfer Regulations, provide for an automatic transfer of such employees to Newco by operation of Law upon the transfer of a business as a going concern and such business transfer occurs as a result of the transactions contemplated by the Separation Agreement. Benefit Arrangement means each Benefit Plan and Benefit Policy. Benefit Plan means, with respect to an entity, each compensation or employee benefit plan, program, policy, agreement or other arrangement, whether or not employee benefit plans (within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA), including any benefit plan, program, policy, agreement or arrangement providing cash- or equity-based compensation or incentives, health, medical, dental, vision, disability, accident or life insurance benefits or vacation, severance, retention, change in control, termination, deferred compensation, individual employment or consulting, retirement, pension or savings benefits, supplemental income, retiree benefit, relocation or other fringe benefit (whether or not taxable), or employee loans, that are sponsored or maintained by such entity (or to which such entity contributes or is required to contribute or in which it participates), and excluding workers compensation plans, policies, programs and arrangements. Benefit Policy means, with respect to an entity, each plan, program, arrangement, agreement or commitment that is a vacation pay or other paid or unpaid leave policy or practice sponsored or maintained by such entity (or to which such entity contributes or is required to contribute) or in which it participates. Business Day means any day that is not a Saturday, a Sunday or other day that is a statutory holiday under the federal Laws of the United States. In the event that any action is required or permitted to be taken under this Agreement on or by a date that is not a Business Day, such action may be taken on or by the Business Day immediately following such date. Cancelled Danaher Equity Award Value means, with respect to each Newco Employee who is a holder of Cancelled Danaher Equity Awards, a dollar value equal to the sum of (i) the Cancelled Danaher Option Value in respect of the Cancelled Danaher Options held by such Newco Employee and (ii) the Cancelled Danaher Restricted Stock Unit Value in respect of the Cancelled Danaher Restricted Stock Units held by such Newco Employee. Cancelled Danaher Equity Awards has the meaning set forth in Section 7.2. Cancelled Danaher Option Conversion Ratio means the quotient of (i) the total number of shares of Danaher Common Stock subject to a Cancelled Danaher Option as of immediately prior to the Closing Date, divided by (ii) 2.5. Cancelled Danaher Option Value means, with respect to each Cancelled Danaher Option, an amount equal to the greater of (i) the product of (x) the total number of shares of Danaher Common Stock subject to such Cancelled Danaher Option as of immediately before the Closing Date and (y) the excess of (1) the Danaher Closing Trading Price over (2) the exercise price per share of such Cancelled Danaher Option; and (ii) the product of (x) the Cancelled Danaher Option Conversion Ratio, multiplied by (y) the Danaher Closing Trading Price. Cancelled Danaher Options has the meaning set forth in Section 7.2. Cancelled Danaher Restricted Stock Unit Value means, with respect to each Cancelled Danaher Restricted Stock Unit, an amount equal to the Danaher Closing Trading Price. Cancelled Danaher Restricted Stock Units has the meaning set forth in Section 7.2. Closing has

Definitions from Form of Employee Matters Agreement

This Employee Matters Agreement (this Agreement) is dated as of [], 201[], by and among Danaher Corporation, a Delaware corporation (Danaher), Potomac Holdings LLC, a Delaware limited liability company and presently a wholly owned Subsidiary of Danaher (Newco), and NetScout Systems, Inc., a Delaware corporation (NetScout) (each a Party and together, the Parties).

Definitions. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Distribution Agreement, and the following terms shall have the following meanings: Action means any demand, charge, claim, action, suit, counter suit, arbitration, mediation, hearing, inquiry, proceeding, audit, review, complaint, litigation or investigation, or proceeding of any nature whether administrative, civil, criminal, regulatory or otherwise, by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal. Affiliate means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such other Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made. For purposes of this definition, the term control (including, with correlative meanings, the terms 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, whether through the ownership of voting securities, by Contract or otherwise. Agreement has the meaning set forth in the preamble. Automatic Transfer Employees shall mean any Newco Employee, where local employment Laws, including but not limited to the Transfer Regulations, provide for an automatic transfer of such employees to Newco by operation of Law upon the transfer of a business as a going concern and such business transfer occurs as a result of the transactions contemplated by the Separation Agreement. Benefit Arrangement means each Benefit Plan and Benefit Policy. Benefit Plan means, with respect to an entity, each compensation or employee benefit plan, program, policy, agreement or other arrangement, whether or not employee benefit plans (within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA), including any benefit plan, program, policy, agreement or arrangement providing cash- or equity-based compensation or incentives, health, medical, dental, vision, disability, accident or life insurance benefits or vacation, severance, retention, change in control, termination, deferred compensation, individual employment or consulting, retirement, pension or savings benefits, supplemental income, retiree benefit, relocation or other fringe benefit (whether or not taxable), or employee loans, that are sponsored or maintained by such entity (or to which such entity contributes or is required to contribute or in which it participates), and excluding workers compensation plans, policies, programs and arrangements. Benefit Policy means, with respect to an entity, each plan, program, arrangement, agreement or commitment that is a vacation pay or other paid or unpaid leave policy or practice sponsored or maintained by such entity (or to which such entity contributes or is required to contribute) or in which it participates. Business Day means any day that is not a Saturday, a Sunday or other day that is a statutory holiday under the federal Laws of the United States. In the event that any action is required or permitted to be taken under this Agreement on or by a date that is not a Business Day, such action may be taken on or by the Business Day immediately following such date. Cancelled Danaher Equity Award Value means, with respect to each Newco Employee who is a holder of Cancelled Danaher Equity Awards, a dollar value equal to the sum of (i) the Cancelled Danaher Option Value in respect of the Cancelled Danaher Options held by such Newco Employee and (ii) the Cancelled Danaher Restricted Stock Unit Value in respect of the Cancelled Danaher Restricted Stock Units held by such Newco Employee. Cancelled Danaher Equity Awards has the meaning set forth in Section 7.2. Cancelled Danaher Option Conversion Ratio means the quotient of (i) the total number of shares of Danaher Common Stock subject to a Cancelled Danaher Option as of immediately prior to the Closing Date, divided by (ii) 2.5. Cancelled Danaher Option Value means, with respect to each Cancelled Danaher Option, an amount equal to the greater of (i) the product of (x) the total number of shares of Danaher Common Stock subject to such Cancelled Danaher Option as of immediately before the Closing Date and (y) the excess of (1) the Danaher Closing Trading Price over (2) the exercise price per share of such Cancelled Danaher Option; and (ii) the product of (x) the Cancelled Danaher Option Conversion Ratio, multiplied by (y) the Danaher Closing Trading Price. Cancelled Danaher Options has the meaning set forth in Section 7.2. Cancelled Danaher Restricted Stock Unit Value means, with respect to each Cancelled Danaher Restricted Stock Unit, an amount equal to the Danaher Closing Trading Price. Cancelled Danaher Restricted Stock Units has the meaning set forth in Section 7.2. Closing has

Definitions from Form of Employee Matters Agreement

This Employee Matters Agreement (this Agreement) is dated as of [], 201[], by and among Danaher Corporation, a Delaware corporation (Danaher), Potomac Holdings LLC, a Delaware limited liability company and presently a wholly owned Subsidiary of Danaher (Newco), and NetScout Systems, Inc., a Delaware corporation (NetScout) (each a Party and together, the Parties).

Definitions. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Distribution Agreement, and the following terms shall have the following meanings: Action means any demand, charge, claim, action, suit, counter suit, arbitration, mediation, hearing, inquiry, proceeding, audit, review, complaint, litigation or investigation, or proceeding of any nature whether administrative, civil, criminal, regulatory or otherwise, by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal. Affiliate means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such other Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made. For purposes of this definition, the term control (including, with correlative meanings, the terms 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, whether through the ownership of voting securities, by Contract or otherwise. Agreement has the meaning set forth in the preamble. Automatic Transfer Employees shall mean any Newco Employee, where local employment Laws, including but not limited to the Transfer Regulations, provide for an automatic transfer of such employees to Newco by operation of Law upon the transfer of a business as a going concern and such business transfer occurs as a result of the transactions contemplated by the Separation Agreement. Benefit Arrangement means each Benefit Plan and Benefit Policy. Benefit Plan means, with respect to an entity, each compensation or employee benefit plan, program, policy, agreement or other arrangement, whether or not employee benefit plans (within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA), including any benefit plan, program, policy, agreement or arrangement providing cash- or equity-based compensation or incentives, health, medical, dental, vision, disability, accident or life insurance benefits or vacation, severance, retention, change in control, termination, deferred compensation, individual employment or consulting, retirement, pension or savings benefits, supplemental income, retiree benefit, relocation or other fringe benefit (whether or not taxable), or employee loans, that are sponsored or maintained by such entity (or to which such entity contributes or is required to contribute or in which it participates), and excluding workers compensation plans, policies, programs and arrangements. Benefit Policy means, with respect to an entity, each plan, program, arrangement, agreement or commitment that is a vacation pay or other paid or unpaid leave policy or practice sponsored or maintained by such entity (or to which such entity contributes or is required to contribute) or in which it participates. Business Day means any day that is not a Saturday, a Sunday or other day that is a statutory holiday under the federal Laws of the United States. In the event that any action is required or permitted to be taken under this Agreement on or by a date that is not a Business Day, such action may be taken on or by the Business Day immediately following such date. Cancelled Danaher Equity Award Value means, with respect to each Newco Employee who is a holder of Cancelled Danaher Equity Awards, a dollar value equal to the sum of (i) the Cancelled Danaher Option Value in respect of the Cancelled Danaher Options held by such Newco Employee and (ii) the Cancelled Danaher Restricted Stock Unit Value in respect of the Cancelled Danaher Restricted Stock Units held by such Newco Employee. Cancelled Danaher Equity Awards has the meaning set forth in Section 7.2. Cancelled Danaher Option Conversion Ratio means the quotient of (i) the total number of shares of Danaher Common Stock subject to a Cancelled Danaher Option as of immediately prior to the Closing Date, divided by (ii) 2.5. Cancelled Danaher Option Value means, with respect to each Cancelled Danaher Option, an amount equal to the greater of (i) the product of (x) the total number of shares of Danaher Common Stock subject to such Cancelled Danaher Option as of immediately before the Closing Date and (y) the excess of (1) the Danaher Closing Trading Price over (2) the exercise price per share of such Cancelled Danaher Option; and (ii) the product of (x) the Cancelled Danaher Option Conversion Ratio, multiplied by (y) the Danaher Closing Trading Price. Cancelled Danaher Options has the meaning set forth in Section 7.2. Cancelled Danaher Restricted Stock Unit Value means, with respect to each Cancelled Danaher Restricted Stock Unit, an amount equal to the Danaher Closing Trading Price. Cancelled Danaher Restricted Stock Units has the meaning set forth in Section 7.2. Closing has

Definitions from License Agreement

This Intellectual Property Transfer and License Agreement (Agreement) is made and entered into, as of February 7, 2010 (the Closing Date), by and between NXP B.V., a Dutch besloten venootshap (NXP), and NXP Holding 1 B.V., a Dutch besloten venootshap (Dutch Newco).

Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings: Acquired [****] Technology means the non-Patent Intellectual Property identified on Schedule 5.1(m), [****]