Newco LLC Uses in Definitions Clause

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 (organization) values">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, (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 (organization) values">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, (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 Collateral Agent

INDENTURE, dated as of June 9, 2016 (as amended, supplemented or otherwise modified from time to time, this "Indenture"), between Herc Spinoff Escrow Issuer, LLC, a limited liability company organized under the laws of the state of Delaware, as co-issuer, Herc Spinoff Escrow Issuer, Corp., a corporation organized under the laws of the state of Delaware, as co-issuer, and Wilmington Trust, National Association, a national banking association, as Trustee and Note Collateral Agent.

Definitions. "ABL Agent" has the meaning assigned thereto in the Base Intercreditor Agreement."ABL Credit Agreement" has the meaning assigned thereto in the Base Intercreditor Agreement."ABL Obligations" has the meaning assigned thereto in the Base Intercreditor Agreement."Acquired Indebtedness" means Indebtedness of a Person (i) existing at the time such Person becomes a Subsidiary or (ii) assumed in connection with the acquisition of assets from such Person, in each case other than Indebtedness Incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or such acquisition. Acquired Indebtedness shall be deemed to be Incurred on the date of the related acquisition of assets from any Person or the date the acquired Person becomes a Subsidiary."Additional Agent" has the meaning assigned thereto in the Base Intercreditor Agreement."Additional Assets" means (i) any property or assets that replace the property or assets that are the subject of an Asset Disposition; (ii) any property or assets (other than Indebtedness and Capital Stock) used or to be used by the Company or a Restricted Subsidiary or otherwise useful in a Related Business and any capital expenditures in respect of any property or assets already so used; (iii) the Capital Stock of a Person that is engaged in a Related Business and becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or another Restricted Subsidiary; or (iv) Capital Stock of any Person that at such time is a Restricted Subsidiary acquired from a third party."Additional Notes" means any notes issued under this Indenture in addition to the Initial Notes (other than any Notes issued pursuant to Section 304, 305, 306, 312(c), 312(d) or 1008)."Additional Obligations" has the meaning assigned thereto in the Base Intercreditor Agreement."Affiliate" of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control" when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing."After Acquired Property" means any and all assets or property (other than Excluded Assets) acquired by the Company or any Subsidiary Guarantor after the Grant Date that constitutes Collateral. "Applicable Premium" means, with respect to any series of Notes, "Applicable Premium" as such term is defined in the Notes Supplemental Indenture establishing such series of Notes."Asset Disposition" means any sale, lease, transfer or other disposition of shares of Capital Stock of a Restricted Subsidiary (other than directors' qualifying shares, or (in the case of a Foreign Subsidiary) to the extent required by applicable law), property or other assets (each referred to for the purposes of this definition as a "disposition") by the Company or any of its Restricted Subsidiaries (including any disposition by means of a merger, consolidation or similar transaction), other than (i) a disposition to the Company or a Restricted Subsidiary, (ii) a disposition in the ordinary course of business, (iii) a disposition of Cash Equivalents, Investment Grade Securities or Temporary Cash Investments, (iv) the sale or discount (with or without recourse, and on customary or commercially reasonable terms, as determined by the Company in good faith (which determination shall be conclusive)) of accounts receivable or notes receivable arising in the ordinary course of business, or the conversion or exchange of accounts receivable for notes receivable, (v) any Restricted Payment Transaction, (vi) a disposition that is governed by Article V, (vii) any Financing Disposition, (viii) any "fee in lieu" or other disposition of assets to any Governmental Authority that continue in use by the Company or any Restricted Subsidiary, so long as the Company or any Restricted Subsidiary may obtain title to such assets upon reasonable notice by paying a nominal fee, (ix) any exchange of property pursuant to or intended to qualify under Section 1031 (or any successor section) of the Code, or any exchange of equipment to be leased, rented or otherwise used in a Related Business, including pursuant to any LKE Program, (x) any financing transaction with respect to property built or acquired by the Company or any Restricted Subsidiary after the Issue Date, including any sale/leaseback transaction or asset securitization, (xi) any disposition arising from foreclosure, condemnation, eminent domain or similar action with respect to any property or other assets, or exercise of termination rights under any lease, license, concession or other agreement, or necessary or advisable (as determined by the Company in good faith, which dete

Definitions from Purchase and Sale Agreement

This TRANSFER, PURCHASE AND SALE AGREEMENT (this Agreement), dated December 16, 2015, is by and between Whiting Oil and Gas Corporation, a Delaware corporation (the Seller), BNN Western, LLC, a Delaware limited liability company (Newco) and BNN Redtail, LLC, a Delaware limited liability company (the Buyer).

Definitions. The following terms used in this Agreement shall have the following meanings: Affiliate means with respect to any other Person, any Person which, directly or indirectly, controls, is controlled by, or is under a common control with, such first Person; provided that Newco shall be considered an Affiliate of the Seller up until the Closing and shall be considered an Affiliate of the Buyer as of and following the Closing. The term control (including the terms controlled by and under common control with) as used in this definition means the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Agreed Claims has the meaning given in Section 10.5(d). Agreement has the meaning given the Preamble. Acquired Assets has the meaning given in Section 2.1. Acquired Contracts has the meaning given in Section 5.11. Acquired Permits has the meaning given in Section 5.7(a). Asset Acquisition Statement has the meaning given in Section 3.2. Assumed Liabilities has the meaning given in Section 2.3. Binding Letter Agreement means that certain Binding Letter Agreement, dated as of December 16, 2015, by and between Tallgrass Operations, LLC and Whiting Oil and Gas Corporation. Business means the Sellers freshwater transportation and storage, and produced water gathering and disposal business, in each case on the Dedicated Acreage. Business Day means any day that is not a Saturday, Sunday or other day on which banking institutions in Denver, Colorado are authorized or required by law to be closed. Buyer has the meaning given the Preamble. Buyer Indemnitees has the meaning given in Section 10.2. Claim means any claim, suit, cause of action, set-off, counterclaim, defense, judicial, administrative or arbitral action, suit, mediation, hearing, investigation, inquiry, audit, or proceeding before any Governmental Authority or other right to legal, equitable, administrative, or arbitral remedy of any kind. Closing has the meaning given in Section 4.1. Closing Date has the meaning given in Section 4.1. Code means the Internal Revenue Code of 1986, as amended. Confidentiality Agreement means that certain Confidentiality Agreement entered into by and between Whiting Oil and Gas Corporation and Tallgrass Operations, LLC, dated January 23, 2015, as amended and as further amended from time to time. Contract means any legally binding contract, agreement, note, instrument, lease, license, commitment, arrangement, understanding, undertaking, or other commitment or obligation, whether written or oral. Contest has the meaning given in Section 9.1(a). Dedicated Acreage means the area set forth on Schedule 1.1. Deductible has the meaning given in Section 10.4(a). Easements has the meaning given in Section 5.9(c). Environmental Costs and Liabilities means, with respect to any Person, all Remedial Actions, Losses, Liens, and other liabilities or sanctions incurred as a result of any Claim by any Governmental Authority or other Person, whether known or unknown, accrued or contingent, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute, to the extent based upon, related to, or arising under or pursuant to any: (a) Environmental Law; (b) any Permit issued under any Environmental Law; (c) any agreement with any Person which relates to any environmental, health or safety condition; or (d) the Release or threatened Release of Hazardous Materials. Environmental Laws means all Legal Requirements governing or relating to pollution or protection of human health, safety, or the environment (including ambient air, surface water, ground water, land, surface or subsurface strata, and natural resources), including (a) those providing liability in connection with or imposing cleanup, investigatory or remediation obligations relative to any Release or threatened Release of Hazardous Materials or the manufacture, processing, use, distribution, treatment, storage, disposal, generation or transportation of Hazardous Materials; air, surface or ground water or noise pollution; protection of wildlife, endangered species, wetlands or natural resources; containers, above ground storage tanks, and underground storage tanks; health and safety of employees and other persons; and notification requirements relating to the foregoing; and (b) those otherwise relating to any environmental aspect of the manufacture, processing, distribution, use, treatment, storage, disposal, emission, discharge, transport or handling of Hazardous Materials. ERISA means the Employee Retirement Income Security Act of 1974, as amended, including all underlying regulations and sub-regulatory guidance. Excluded Assets has the meaning given in Section 2.2. Excluded Liabilities has the meaning given in Section 2.4. Fundamental Representations has the meaning given in Section 10.1. Governmental Authority means a

Definitions from Stock Purchase Agreement

THIS STOCK PURCHASE AGREEMENT (this Agreement), dated as of July 21, 2009, is made by and among Hubbell Switch Holding Co., Inc., a Delaware corporation (Buyer), Hubbell Incorporated, a Connecticut corporation (Guarantor), FCI Americas, Inc., a Delaware corporation (the Company) and FCI S.A., a French Societe Anonyme (Seller). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I below.

Definitions. For purposes hereof, the following terms when used herein shall have the respective meanings set forth below: Affiliate of any particular Person means any other Person controlling, controlled by or under common control with such particular Person, where control means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise. Affiliated Group means an affiliated group as defined in Section 1504 of the Code (or any analogous combined, consolidated or unitary group defined under state, local or foreign income Tax law) of which the Company or any or its Subsidiaries is or has been a member. Agreed Accounting Principles shall mean IFRS, as applied in accordance with the attached Accounting Principles Schedule. Applicable Rate means 5% per annum. Business means the business, as conducted by the Company and its Subsidiaries on the date hereof, of designing and manufacturing connectors, cable accessories and application tooling (including high-voltage sub-station connectors, aluminum, copper and compression connectors, installation tools, wiring accessories and mechanical terminals) for the power utility industry and the construction, maintenance and repair markets, primarily under the Burndya brand name. Cash on Hand means, with respect to the Company and its Subsidiaries, as of the close of business on the Closing (but before taking into account the consummation of the sale of the Shares), all cash, cash equivalents and marketable securities (other than Restricted Cash) held by the Company and its Subsidiaries at such time, determined in accordance with IFRS; provided however, that Cash on Hand shall only include 95% of the Canadian Intercompany Note Cash. For the avoidance of doubt, Cash on Hand shall (i) be reduced by issued but uncleared checks and drafts and (ii) include checks and drafts deposited for the account of the Company or any of its Subsidiaries. Code means the Internal Revenue Code of 1986, as amended. Competition Act means the Competition Act (Canada), as amended. Competition Laws means the HSR Act and any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade. Environmental Laws means as enacted prior to the Closing Date and in effect on or prior to the Closing Date, all Laws concerning pollution or protection of the environment and natural resources, including all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control, or cleanup of, or exposure to, any hazardous or toxic materials, substances or wastes. FCI Intercompany Note means that certain payable of FCI USA Inc. owed to FCI Canada Inc. in the principal amount of approximately $27,866,999, plus interest. FCI Intercompany Note Mexico means that certain payable of FCI USA Inc. (which will be assumed by NewCo LLC in the Reorganization Transactions) owed to FCI Electrical Products Mexico SA de CV (FCI Mexico) in the principal amount of approximately $2,500,000 plus interest. Final Order means an Order as to which the time to file an appeal, or a motion for rehearing or reconsideration, has expired and no such appeal or motion is pending. Foreign Subsidiary means any Subsidiary of the Company that is not incorporated or organized under the laws of United States of America, any state thereof, or the District of Columbia. Governmental Body means any federal, state, provincial, local, municipal, foreign or other government or quasi-governmental authority or any department, agency, commission, board, subdivision, bureau, agency, instrumentality, court or other tribunal of any of the foregoing. Hazardous Substance means any pollutant, contaminant or other substance chemical or waste, that is defined, listed, or regulated as hazardous or toxic (or words of similar meaning and regulatory effect) under any applicable Environmental Laws, including any hazardous substance as the term is defined in the Comprehensive Environmental Response, Compensation, and Liability Act 42 U.S.C. SS 9601 et seq., petroleum, polychlorinated biphenyls (PCBs), and asbestos. HSR Act means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. IFRS means International Financial Reporting Standards, as in effect as of the date of this Agreement. Indebtedness means any of the following items that are owed by the Company or any of its Subsidiaries as of the close of business on the Closing (but before taking into account the consummation of the sale of the Shares): (i) all obligations for borrowed money; (ii) all obligations evidenced by a note, bond, debenture or other debt security; (iii) all obligations that would be characterized as capital lease obligations under IFRS (i

Definitions from Agreement

This 4G MVNO Agreement (as amended, modified or supplemented from time to time, this Agreement) is dated as of [], 20[] (the Effective Date) by and among [NewCo, LLC],1 a Delaware limited liability company (NewCo), Comcast MVNO II, LLC, a Delaware limited liability company (Comcast), TWC Wireless, LLC, a Delaware limited liability company (TWC), BHN Spectrum Investments, LLC, a Delaware limited liability company (Brighthouse), Sprint Spectrum L.P., a Delaware limited partnership, d/b/a/ Sprint (Sprint), and each other Person who shall become a party to this Agreement in accordance with Section 2.4(a).

Definitions. 3G MVNO Agreement means the MVNO Support Agreement dated as May [], 2008 among Sprint, Comcast, TWC, Brighthouse, and each other Person who shall become a party to such agreement in accordance with the terms thereof, as amended, modified or supplemented from time to time. 4G MVNO Agreement Option has the meaning specified in Section 2.4(a). AAA has the meaning specified in Section 17.8(b). [*****] [*****] Affiliate means, with respect to any Person, any other Person controlling, controlled by, or under common control with such Person. For purposes of this Agreement, the term control (including, with correlative meanings, the terms controlling, controlled by and under common control with as used with respect to any Person) means the possession, directly or indirectly, of the power to affirmatively direct or cause the direction of the management and policies of such Person, whether by voting securities, contract or otherwise. If a group consisting of two or more SIG Parties and/or Affiliates of SIG Parties possesses collectively, directly or indirectly, the power to affirmatively direct or cause the direction of the management and policies of a Person, whether by voting securities, contract or otherwise, that Person is an Affiliate of each such SIG Party and of each Affiliate of each such SIG Party; provided that if any single member of any such group possesses such power by itself, that Person is an Affiliate only of that member of such group. For purposes of this Agreement, neither NewCo nor any of its subsidiaries shall be deemed to be an Affiliate of any SIG Party or any of its Affiliates (other than NewCo and its subsidiaries) and none of the SIG Parties or their respective Affiliates (other than NewCo and its subsidiaries) shall be deemed to be an Affiliate of NewCo and its subsidiaries. 1 Prior to execution, appropriate legal name to be inserted to reference NewCo LLC (as such term is defined in the Transaction Agreement).