Newco 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 (organization) values">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 (organization) values">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 (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 Registration Rights Agreement

This REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of July 3, 2017, is entered into between General Electric Company, a New York corporation (GE), and Baker Hughes, a GE company, a Delaware corporation (formerly known as Bear Newco, Inc.) (Newco or the Company). Certain terms used in this Agreement are defined in Section 1.1.

Definitions. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Transaction Agreement. The following terms shall have the meanings set forth in this Section 1.1: Exchange Act means the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations promulgated by the SEC thereunder. Excluded Registration means a registration under the Securities Act of (i) Registrable Securities pursuant to one or more Demand Registrations pursuant to Section 2 hereof, (ii) securities registered on Form S-8 or any similar successor form, and (iii) securities registered to effect the acquisition of, or combination with, another Person. Holder means (i) GE and (ii) any direct or indirect transferee of GE who shall become a party to this Agreement in accordance with Section 2.9 and has agreed in writing to be bound by the terms of this Agreement. Person or person means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof. register, registered and registration refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement. Registrable Securities means the Class A Common Stock, including any shares thereof issuable upon or issued upon exercise, conversion or exchange of other securities of Newco or any of its subsidiaries (including Class B Common Stock and Membership Interests) (and, for the avoidance of doubt, each Holder shall be deemed to hold the Registrable Securities so issuable in respect of such other securities held by such Holder) and any securities issued or issuable directly or indirectly with respect to, in exchange for, upon the conversion of or in replacement of the Class A Common Stock, whether by way of a dividend or distribution or stock split or in connection with a combination of shares, recapitalization, merger, consolidation, exchange or other reorganization, owned by the Holders, whether owned on the date hereof or acquired hereafter; provided, however, that securities that, pursuant to Section 3.1, no longer have registration rights hereunder shall not be considered Registrable Securities. Requesting Holders shall mean any Holder(s) requesting to have its (their) Registrable Securities included in any Demand Registration or Shelf Registration. SEC means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. Securities Act means the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations promulgated by the SEC thereunder.

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 (organization) values">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 (organization) values">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 (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 (organization) values">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 (organization) values">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 (organization) values">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 (organization) values">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 Cross License Agreement

This INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENT (this Agreement), dated as of , 2016, is made and entered into by and between Emerson Electric Co., a Missouri corporation (Emerson), Vertiv Co., a Delaware corporation (NewCo) and [ ], a [ ] corporation (NewCo Sub) (each a Party and collectively, the Parties).

Definitions. Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement have the meanings given to such terms in the Separation Agreement. The following capitalized terms used in this Agreement shall have the meanings set forth below. Emerson Trademarks means any Trademark containing or comprising the term EMERSON or any abbreviation or variation thereof, including the applicable Trademarks listed in Schedule B to this Agreement. Licensed Emerson Technology Rights means any Technology Rights owned by Emerson or any of its Subsidiaries and Used in the NP Business, in each case, as of the Distribution Date, excluding any Software provided by Emerson to Emerson business units on a corporate-wide basis. Licensed NewCo Technology Rights means any Technology Rights owned by NewCo or any of its Subsidiaries immediately following the Distribution and Used by Emerson or any of its Subsidiaries in any Emerson Business as of the Distribution Date, including the patent applications listed on Schedule A. Licensed Party means (a) NewCo, in its capacity as a licensee of the Licensed Emerson Technology Rights pursuant to Section 2.01 (b) NewCo Sub as licensee of the Emerson Trademarks pursuant to Section 3.01, or (c) Emerson, in its capacity as a licensee of the Licensed NewCo Technology Rights pursuant to Section 2.02. Licensing Party means (a) Emerson, in its capacity as a licensor of the Licensed Emerson Technology Rights pursuant to Section 2.01 or as licensor of the Emerson Trademarks pursuant to Section 3.01, or (b) NewCo, in its capacity as a licensor of the Licensed NewCo Technology Rights pursuant to Section 2.02. Patents means (a) patents, including utility patents, design patents, re-examinations, reissues and extensions; (b) utility models; (c) industrial designs; and (d) applications for any of the foregoing, including provisional applications, continuation applications, continuation-in-part applications, divisional applications, and any future patents resulting from such applications. Person means any individual, partnership, firm, corporation, association, trust, unincorporated organization, joint venture, limited liability company, or other legal entity. Representatives means, with respect to a Party, the Subsidiaries of such Party and the directors, officers, partners, employees, agents, consultants, contractors, advisors, legal counsel, accountants and other representatives of such Party and its Subsidiaries. Software means computer software, firmware, programs, data libraries and databases, including, source code, object code, user interfaces, development tools, library functions, compilers, and all documentation related thereto. Subsidiaries means, with respect to any Person, any corporations, partnerships, limited liability companies, and other entities with respect to which such Person, directly or indirectly, owns more than 50% of the securities having the power to elect members of the board of directors or similar body governing the affairs of such entity or otherwise exercises control over such entity. For 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. For the purpose of this Agreement, NewCo and its subsidiaries shall not be considered a Subsidiary of Emerson. Technology Rights means inventions, Patents, trade secrets, copyrights, Software, mask works, know-how (including any registrations or applications for registration of any of the foregoing) or any other similar type of proprietary or intellectual property right, but excluding Trademarks. Trademarks means trademarks, service marks, trade names, corporate names, business names, trade dress, logos, domain names, and other indicia of commercial source of origin, including all goodwill associated therewith, and all common law rights, and registrations and applications for registration thereof, and all rights therein. Transition Period means the period of time commencing as of the Distribution Date and ending one (1) year immediately following the Distribution Date. Used with reference to Technology Rights Used by a Party or Subsidiary as of the Distribution Date means: (a) the Technology Right covers or is incorporated into any product or service made, used, sold or imported by the Party or Subsidiary as of the Distribution Date; (b) the Technology Right covers or is incorporated into the documentation of any product, service, or any other work of authorship under development as of the Distribution Date; or (c) the Technology Right covers a process or method practiced by the Party or Subsidiary as of the Distribution Date. A Technology Right shall not be Used by a Party or a Subsidiary of a Party solely because such Technology Right covers a product or service supplied to such Party or Subsidiary by any other Party or one of its Subsi

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 Purchase Agreement

PURCHASE AGREEMENT (this "Agreement") dated as of November 11, 2015, between ANHEUSER-BUSCH INBEV SA/NV, a public company organized under the laws of Belgium ("ABI"), and MOLSON COORS BREWING COMPANY, a Delaware corporation ("Buyer").

Definitions. (a) The following terms, as used herein, have the following meanings:"Acquired Assets" means the Acquired Shares and the Transferred Assets."Acquired Business" means, collectively, the JV Business and the Miller International Business."Adjustment Date" means the last day of the quarterly accounting period most recently ended as of the Closing Date."Affiliate" means, with respect to any Person, any other Person directly, or indirectly through one or more intermediaries, Controlling, Controlled by or under common Control with such other Person."Alternative Transaction" means any (i) purchase or sale of any material portion of the Transferred Assets (other than inventory in the ordinary course of business) or (ii) similar transaction or business combination (including any reorganization, liquidation, dissolution, recapitalization, merger or consolidation) involving the Transferred Assets.2"Announcement" means the announcement detailing the terms and conditions of the ABI Transaction made pursuant to Rule 2.7 of the UK Code."Assumed Liabilities" means and shall be limited to the following specific Liabilities of ABI and its Subsidiaries (including Miller Parent and its Subsidiaries) as of the Closing: (i) Liabilities to the extent first arising under the Transferred Contracts after the assignment or transfer thereof to Buyer pursuant to this Agreement, (ii) Liabilities to the extent first arising under the Shared Contracts after the Closing to the extent related to the Miller International Business, (iii) Liabilities to the extent first arising after the Closing by virtue of the ownership and/or exploitation of the Transferred IP or other Transferred Assets by Buyer or any of its Affiliates and (iv) other Liabilities expressly agreed by Buyer to be paid or performed by Buyer after the Closing. Notwithstanding anything to the contrary contained herein, Assumed Liabilities shall not include, among other things, (a) any Liability in respect of any Transferred Asset to the extent arising out of (1) any transaction, status, event, condition, or occurrence occurring at or prior to the Closing, (2) any breach of any Transferred Contract occurring at or prior to the Closing, (3) any violation of Law, breach of warranty, tort or infringement occurring at or prior to the Closing or (4) any claim, charge, complaint, action, suit, proceeding or investigation related to any of the foregoing, (b) any Liability of ABI or any of its Affiliates (including, from and after the Closing, Miller Parent and its Subsidiaries (other than the JV and its Subsidiaries)) for Taxes (including, for the avoidance of doubt, Taxes imposed on Miller Parent or its Subsidiaries as a result of owning the Acquired Shares), (c) any Liability of ABI or any of its Affiliates (including, from and after the Closing, Miller Parent and its Subsidiaries (other than the JV and its Subsidiaries)) for the unpaid Taxes of any Person (other than the JV and its Subsidiaries) under Treas. Reg. Section 1.1502-6 (or any similar provision of state, local or non-U.S. Tax law), as a transferee or successor, by contract or otherwise or (d) the operation of any present or past business conducted, directly or indirectly, by ABI or any of its Subsidiaries or Miller Parent or any of its Subsidiaries, other than the Miller International Business. "Available Cash" has the meaning given to it in the Operating Agreement."Belgian Merger" means the reverse merger of ABI and Newco by way of which ABI will be absorbed by Newco, implemented in accordance with the Belgian law of 7 May 1999, setting out the Companies Code."Business Day" means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in New York, New York, Chicago, Illinois, London, England, Johannesburg, South Africa or Brussels, Belgium."Code" means the Internal Revenue Code of 1986, as amended."Compliant" means, with respect to the Required Information, that (a) such Required Information does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make such Required Information, in light of the circumstances under which the statements in such Required Information were made, not misleading (it being understood that the determination of whether any Required Information does contain any such untrue statement or omits to make any such statement shall be determined on the basis of such information), (b) such Required Information is compliant in all material respects with all applicable requirements of Regulations S-K and S-X under the Securities Act of 1933 for offerings of debt or equity securities by Buyer on a registration statement on Form S-1 (or any successor form thereto) and (c) the financial information and financial statements included in such Required Information are, and remain until the Closing Date, sufficient to permit (i) a registration statement on Form S-1 of Buyer using such financial informat