Ontario Uses in CERTAIN DEFINITIONS Clause

CERTAIN DEFINITIONS from Membership Interest Purchase Agreement

This Membership Interest Purchase Agreement (this Agreement) is made and entered into as of July 25, 2016, by and among Waterton Precious Metals Fund II Cayman, LP, a Cayman Islands exempted limited partnership (Seller Parent), Waterton Nevada Splitter, LLC, a Nevada limited liability company (Seller), Klondex Holdings (USA) Inc., a Nevada corporation (Buyer), and Klondex Mines Ltd., a British Columbia corporation (Buyer Parent). Buyer and Buyer Parent sometimes are referred to in this Agreement collectively as the Buyer Parties and each individually as a Buyer Party. Seller Parent, Seller and the Buyer Parties sometimes are referred to in this Agreement collectively as the Parties and each individually as a Party.

CERTAIN DEFINITIONS. As used in this Agreement, the following terms, whether in singular or plural forms, shall have the following meanings: Affiliate means with respect to any Person, any other Person controlling, controlled by or under common control with such Person, with control for such purpose meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or voting interests, by contract or otherwise. Affiliate Debt means the indebtedness of the Company to its Affiliates as of the date of this Agreement, as set forth on Schedule 1.1. Business means the ownership of the Hollister Mine and the Esmeralda Mine. Business Day means any day other than Saturday, Sunday or a day on which banking institutions in Toronto, Ontario or Reno, Nevada are required or authorized to be closed. CFIUS Approval means (i) Buyer and Seller shall have received a written notification from CFIUS that it has determined that (A) the acquisition of the Company by the Buyer is not a covered transaction under Section 721; or (B) it has concluded its review (and any applicable investigation) under Section 721 and has determined that there are no unresolved national security concerns with respect to the acquisition of the Company by the Buyer, (ii) the parties shall have received a decision by the President of the United States not to suspend, restrict or prohibit the transactions contemplated by this Agreement, or (iii) the President of the United States, having received a report from CFIUS, has not taken any action within 15 days after having received such report. Closing Date means the date on which Closing occurs. Code means the U.S. Internal Revenue Code of 1986, as amended. Contract means any written contract, mortgage, deed of trust, bond, indenture, lease, license, note, franchise, certificate, option, warrant, right or other instrument, document, obligation or agreement, and any oral obligation, right or agreement. Development Costs means all outstanding payables and other liabilities of the Company or Rock Creek to Seller, Seller Parent, EMG, Waterton Global Resource Management, Inc. or their respective Affiliates, including but not limited to those relating to legal, labour, powerline design, project supervision, environmental, permitting and commissioning costs, that are attributable to development activities, including but not limited to costs relating to transmission lines on or adjacent to the properties of the Company or Rock Creek, prior to Closing. EMG means Elko Mining Group LLC, a Nevada limited liability company. Encumbrance means any security interest, lien, mortgage, indenture, pledge, charge, right of first refusal, easement, lease or sub-lease, right of way, encroachment, deed of trust, restriction on transferability or other similar restriction, option or other encumbrance, whether imposed by agreement, law or otherwise, whether of record or otherwise, together with any agreement to grant any of the foregoing rights or interests. Environmental Law means any Legal Requirement aimed at or in any way relating to pollution, protection or conservation of public health, safety or welfare or the environment, including those relating to emissions, discharges, Releases or threatened Releases of Regulated Substances into the environment (including ambient air, surface water, ground water or land), or otherwise relating to the manufacture, processing, distribution, use, reuse, recycling, treatment, storage, disposal, transport or handling of Regulated Substances, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. SS 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. App. SS 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. SS 6901 et seq.), the Clean Water Act (33 U.S.C. SS 1251 et seq.), the Clean Air Act (42 U.S.C. SS 7401 et seq.) the Toxic Substances Control Act (15 U.S.C. SS 2601 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. SS 136 et seq.), the Emergency Planning and Community Right to Know Act (42 U.S.C. SS 11001 et seq.), and the Safe Drinking Water Act (42 U.S.C. SS 300 et seq.), and all counterpart or other similar Nevada laws, as each has been or may be amended, and the regulations promulgated pursuant thereto. Environmental Liabilities means all liabilities and obligations (i) for the Reclamation of any of the Properties or with respect to any Remedial Action in connection with any of the Properties or the Business, and (ii) associated with noncompliance with Environmental Laws (including fines, penalties, damages and remedies) with respect to any of the Properties or the Business, in each case regardless of when the operations or activities which gave rise to such liabilities or obligations occurred or arose. Esmeralda Royalty means the 3% Net Smelter Returns Royalty on all mi

Certain Definitions from Shareholder Rights Plan Agreement

American Stock Transfer & Trust Company, LLC, a trust company existing under the laws of the State of New York, as rights agent

Certain Definitions. In this Agreement, unless the context otherwise requires: Acquiring Person means any Person who is the Beneficial Owner of 20% or more of the outstanding Voting Shares; provided, however, that the term Acquiring Person shall not include: (i) the Corporation or any Subsidiary of the Corporation; (ii) an underwriter or member of a banking or selling group that acquires Voting Shares from the Corporation in connection with a distribution by the Corporation of securities pursuant to a prospectus or by way of a private placement; (iii) any Person who becomes the Beneficial Owner of 20% or more of the outstanding Voting Shares solely as a result of one or any combination of: (A) a Voting Share Reduction; (B) a Permitted Bid Acquisition; (C) an Exempt Acquisition; (D) a Pro-Rata Acquisition; or (E) a Convertible Security Acquisition, in each such case, until such time thereafter as such Person shall become the Beneficial Owner (other than pursuant to a Voting Share Reduction, a Permitted Bid Acquisition, an Exempt Acquisition, a Pro-Rata Acquisition or a Convertible Security Acquisition, or any combination thereof) of additional Voting Shares constituting more than 1% of the Voting Shares then outstanding, in which event such Person shall become an Acquiring Person as of the date and time of acquisition of such additional Voting Shares; (iv) for the period of 10 days after the Disqualification Date (as hereinafter defined), any Person who becomes the Beneficial Owner of 20% or more of the outstanding Voting Shares as a result of such Person becoming disqualified from relying on subclause (B) of the definition of Beneficial Owner solely because such Person or the Beneficial Owner of such Voting Shares is making or has announced an intention to make a Take-over Bid. In this definition, Disqualification Date means the first date of public announcement (which shall, for the purposes of this definition, include, without limitation, a report filed pursuant to Section 5.2(1) of Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids, Section 102.1 of the Securities Act (Ontario), Section 13(d) of the 1934 Exchange Act or any other applicable securities laws, as amended from time to time and any provision substituted therefor) of facts indicating that such Person has or is making or has announced an intention to make a Take-over Bid alone or by acting jointly or in concert with any other Person; or (v) any Person (a Grandfathered Person) who is the Beneficial Owner of 20% or more of the Voting Shares determined as at the close of business on November 10, 2015, provided, however, that this exception shall not, and shall cease to, apply if, after November 10, 2015, the Grandfathered Person: (A) ceases to own 20% or more of the outstanding Voting Shares; or (B) becomes the Beneficial Owner of more than 1% of the number of outstanding Voting Shares then outstanding in addition to those Voting Shares such Person already holds (other than pursuant to a Voting Share Reduction, a Permitted Bid Acquisition, an Exempt Acquisition, a Pro Rata Acquisition or a Convertible Security Acquisition, or any combination thereof). Affiliate, when used to indicate a relationship with a specified Person, means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified Person and a body corporate shall be deemed to be an Affiliate of another body corporate if one of them is the Subsidiary of the other or if both are Subsidiaries of the same body corporate or if each of them is controlled by the same Person. Associate, when used to indicate a relationship with a specified Person, means: a spouse of that Person, any Person who resides in the same home as that Person and to whom that Person is married or with whom that Person is living in a conjugal relationship outside marriage, a child of that Person or a relative of that Person if the relative has the same home as that Person. A Person shall be deemed the Beneficial Owner and to have Beneficial Ownership of and to Beneficially Own: (i) any securities of which such Person or any of such Persons Affiliates or Associates is the owner at law or in equity; (ii) any securities of which such Person or any of such Persons Affiliates or Associates has the right to become the owner at law or in equity (where such right is exercisable immediately or within a period of 60 days, whether or not upon the condition or occurrence of any contingency or the making of one or more payments) upon the exercise of any conversion right, exchange right, purchase right (other than the Rights), warrant, option or pursuant to any agreement, arrangement, pledge or understanding, whether or not in writing, other than customary agreements with and between underwriters and banking group or selling group members with respect to a distribution of securities and pledges of securities in the ordinary course of the pledgees business;

Certain Definitions from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this "Agreement"), dated January 18, 2016, is by and among Progressive Waste Solutions Ltd., a corporation existing under the laws of Ontario ("Parent"), Water Merger Sub LLC, a Delaware limited liability company and a direct or indirect wholly-owned subsidiary of Parent ("Merger Sub") and Waste Connections, Inc., a Delaware corporation (the "Company"). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Parent, Merger Sub and the Company are each sometimes referred to herein as a "Party" and collectively as the "Parties".

Certain Definitions. For the purposes of this Agreement, the term: "2013 LTIP" means the Parent's Long Term Incentive Plan effective January 1, 2013. "2014 LTIP" means the Parent's Long Term Incentive Plan effective January 1, 2014. "2015 LTIP" means the Parent's Long Term Incentive Plan effective January 1, 2015. "Acceptable Confidentiality Agreement" means a confidentiality agreement that contains terms that are no less favorable in the aggregate to the Company or Parent, as applicable, than those contained in the Confidentiality Agreement; provided, however, that an Acceptable Confidentiality Agreement shall not be required to contain standstill provisions. "Adverse Law or Order" means (i) any statute, rule, regulation or similar requirement (other than any Antitrust Law or Tax Law) shall have been enacted or promulgated by any Governmental Entity of competent jurisdiction or Exchange which prohibits or makes illegal the consummation of the Merger, or (ii) there shall be in effect any order or injunction of a Governmental Entity of competent jurisdiction or Exchange preventing the consummation of the Merger. "Antitrust Laws" mean any antitrust, competition or trade regulation Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening competition through merger or acquisition, including the HSR Act. "Bribery Legislation" means all and any of the following if and as they may be applicable to the Company, Parent and/or their respective Subsidiaries by their terms: the FCPA; the Corruption of Foreign Public Officials Act, as amended, the Organization For Economic Co-operation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and related implementing legislation; and any anti-bribery or anti-corruption related provisions in criminal and anti-competition laws and/or anti-bribery, anti-corruption and/or anti-money laundering laws of any jurisdiction (including but not limited to Canada) in which Parent or the Company operates.

Certain Definitions from Shareholder Rights Plan Agreement

American Stock Transfer & Trust Company, LLC, a trust company existing under the laws of the State of New York, as rights agent

Certain Definitions. In this Agreement, unless the context otherwise requires: Acquiring Person means any Person who is the Beneficial Owner of 20% or more of the outstanding Voting Shares; provided, however, that the term Acquiring Person shall not include: (i) the Corporation or any Subsidiary of the Corporation; (ii) an underwriter or member of a banking or selling group that acquires Voting Shares from the Corporation in connection with a distribution by the Corporation of securities pursuant to a prospectus or by way of a private placement; (iii) any Person who becomes the Beneficial Owner of 20% or more of the outstanding Voting Shares solely as a result of one or any combination of: (A) a Voting Share Reduction; (B) a Permitted Bid Acquisition; (C) an Exempt Acquisition; (D) a Pro-Rata Acquisition; or (E) a Convertible Security Acquisition, in each such case, until such time thereafter as such Person shall become the Beneficial Owner (other than pursuant to a Voting Share Reduction, a Permitted Bid Acquisition, an Exempt Acquisition, a Pro-Rata Acquisition or a Convertible Security Acquisition, or any combination thereof) of additional Voting Shares constituting more than 1% of the Voting Shares then outstanding, in which event such Person shall become an Acquiring Person as of the date and time of acquisition of such additional Voting Shares; (iv) for the period of 10 days after the Disqualification Date (as hereinafter defined), any Person who becomes the Beneficial Owner of 20% or more of the outstanding Voting Shares as a result of such Person becoming disqualified from relying on subclause (B) of the definition of Beneficial Owner solely because such Person or the Beneficial Owner of such Voting Shares is making or has announced an intention to make a Take-over Bid. In this definition, Disqualification Date means the first date of public announcement (which shall, for the purposes of this definition, include, without limitation, a report filed pursuant to Section 5.2(1) of Multilateral Instrument 62-104 Take-Over Bids and Issuer Bids, Section 102.1 of the Securities Act (Ontario), Section 13(d) of the 1934 Exchange Act or any other applicable securities laws, as amended from time to time and any provision substituted therefor) of facts indicating that such Person has or is making or has announced an intention to make a Take-over Bid alone or by acting jointly or in concert with any other Person; or (v) any Person (a Grandfathered Person) who is the Beneficial Owner of 20% or more of the Voting Shares determined as at the close of business on November 10, 2015, provided, however, that this exception shall not, and shall cease to, apply if, after November 10, 2015, the Grandfathered Person: (A) ceases to own 20% or more of the outstanding Voting Shares; or (B) becomes the Beneficial Owner of more than 1% of the number of outstanding Voting Shares then outstanding in addition to those Voting Shares such Person already holds (other than pursuant to a Voting Share Reduction, a Permitted Bid Acquisition, an Exempt Acquisition, a Pro Rata Acquisition or a Convertible Security Acquisition, or any combination thereof). Affiliate, when used to indicate a relationship with a specified Person, means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified Person and a body corporate shall be deemed to be an Affiliate of another body corporate if one of them is the Subsidiary of the other or if both are Subsidiaries of the same body corporate or if each of them is controlled by the same Person. Associate, when used to indicate a relationship with a specified Person, means: a spouse of that Person, any Person who resides in the same home as that Person and to whom that Person is married or with whom that Person is living in a conjugal relationship outside marriage, a child of that Person or a relative of that Person if the relative has the same home as that Person. A Person shall be deemed the Beneficial Owner and to have Beneficial Ownership of and to Beneficially Own: (i) any securities of which such Person or any of such Persons Affiliates or Associates is the owner at law or in equity; (ii) any securities of which such Person or any of such Persons Affiliates or Associates has the right to become the owner at law or in equity (where such right is exercisable immediately or within a period of 60 days, whether or not upon the condition or occurrence of any contingency or the making of one or more payments) upon the exercise of any conversion right, exchange right, purchase right (other than the Rights), warrant, option or pursuant to any agreement, arrangement, pledge or understanding, whether or not in writing, other than customary agreements with and between underwriters and banking group or selling group members with respect to a distribution of securities and pledges of securities in the ordinary course of the pledgees business;

Certain Definitions from Articles of Amendment

Certain Definitions. As used herein, the following terms shall have the following meanings, unless the context otherwise requires: Affiliate with respect to any person shall have the meaning specified pursuant to part 1.3 of National Instrument 46-106 Prospectus and Registrations Exemptions, promulgated under the Securities Act (Ontario); provided, however, that (i) portfolio companies in which any person or any of its Affiliates has an investment shall not be deemed an Affiliate of such person, and (ii) the Corporation, any of its Subsidiaries, or any of the Corporations other controlled Affiliates, in each case, will not be deemed to be Affiliates of Crestview for purposes of the rights, privileges, restrictions and conditions of the Series A First Preferred Shares. For purposes of this definition, control (including, with correlative meaning, the terms controlled by and under common control with) when used in respect of any Person shall have the meaning specified pursuant to part 1.4 of National Instrument 46-106 Prospectus and Registrations Exemptions, promulgated under the Securities Act (Ontario). Beneficially Own shall mean to have beneficial ownership as such term is defined in the Canada Business Corporations Act and shall include, without limitation, any Person that beneficially owns securities for the purposes of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, promulgated under the Securities Act (Ontario). Board shall mean the Board of Directors of the Corporation. Business Day shall mean a day that is a Monday, Tuesday, Wednesday, Thursday or Friday and is not a day on which banking institutions in New York, New York or Toronto, Ontario generally are authorized or obligated by law, regulation or executive order to close. Change of Control shall mean the occurrence of any of the following:

Certain Definitions from Amended and Restated Shareholders Agreement

This FOURTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this Agreement), dated as of June 9, 2014, is by and among (i) Asian Coast Development (Canada) Ltd., a Canadian corporation (the Company), (ii) Harbinger II S.a r.l., Blue Line ACDL, Inc., Breakaway ACDL, Inc., Credit Distressed Blue Line Master Fund, Ltd., Global Opportunities Breakaway Ltd., and Harbinger China Dragon Intermediate Fund, L.P. (collectively, Harbinger), (iii) PNK Development 18, LLC, a Delaware limited liability company and a subsidiary of Pinnacle Entertainment, Inc., a Delaware corporation (such subsidiary, Pinnacle) and (iv) PNK Development 31, LLC, a Delaware limited liability company and a subsidiary of Pinnacle Entertainment, Inc. (such subsidiary, PNK Development 31). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth in Section 7.1.

Certain Definitions. Add-On Securities has the meaning set forth in Section 4.1(a)(i)(B). Additional Backstop Entitlement has the meaning set forth in each Additional Backstop Warrant and each Alternate Backstop Warrant, as applicable. Additional Backstop Warrants means the Harbinger Additional Backstop Warrants, the Blue Line Additional Backstop Warrants and the Breakaway Additional Backstop Warrants, and, if issued, the Alternate Backstop Warrants. Adjusted Majority Party Pro Rata Tag-Along Portion has the meaning set forth in Section 3.2(b)(i). Administrative Services Agreement means, to the extent executed and delivered, the Administrative Services Agreement to be negotiated and entered into pursuant to the Term Sheet dated as of August 28, 2012, between the Company and PNK Development 31, LLC, among others. Affected Party has the meaning set forth in Section 3.1(a)(iii)(B). Affected Party U.S. Cure Period has the meaning set forth in Section 3.1(a)(iii)(B)(1). Affected Party U.S. Sale Period has the meaning set forth in Section 3.1(a)(iii)(C)(2). Affiliate means, when used with reference to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, the referent Person or such other Person, as the case may be. For the purposes of this definition, the term control when used with respect to any specified Person means the power to direct or cause the direction of management or policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms affiliated, controlling, and controlled have meanings correlative of the foregoing. Agreement has the meaning set forth in the preamble, as this Agreement may be amended or supplement from time to time. Alternate April Common Shares has the meaning set forth in Section 6.14(i)(i). Alternate April Common Share Warrant has the meaning set forth in Section 6.14(i)(v). Alternate April 2014 Loan has the meaning set forth in Section 6.11(i)(i). Alternate April 2014 Warrant has the meaning set forth in Section 6.11(i)(v). Alternate Backstop Common Shares has the meaning set forth in Section 6.5(i)(i). Alternate Backstop Loan has the meaning set forth in Section 6.5(i)(i) of the Third Amended Shareholders Agreement. Alternate Backstop Warrant has the meaning set forth in Section 6.5(i)(vi). Alternate January 2014 Common Share has the meaning set forth in Section 6.13(i)(i). Alternate January 2014 Common Share Warrant has the meaning set forth in Section 6.13(i)(v). Alternate January 2014 Loan has the meaning set forth in Section 6.10(i)(i). Alternate January 2014 Warrant has the meaning set forth in Section 6.10(i)(v). Alternate May 2013 Common Shares has the meaning set forth in Section 6.6(i)(i). Alternate May 2013 Loan has the meaning set forth in Section 6.6(i)(i) of the Third Amended Shareholders Agreement. Alternate May 2013 Warrant has the meaning set forth in Section 6.6(i)(v). Alternate November 2013 Common Share has the meaning set forth in Section 6.12(i)(i). Alternate November 2013 Common Share Warrant has the meaning set forth in Section 6.12(i)(v). Alternate November 2013 Loan has the meaning set forth in Section 6.9(i)(i). Alternate November 2013 Warrant has the meaning set forth in Section 6.9(i)(v). Amended and Restated May 2013 Loan Agreement means the Loan Agreement dated as of June 9, 2014, by and among the Company and the May 2013 Lenders, as the same may be further amended, restated, supplemented or otherwise modified from time to time. AML Programs has the meaning set forth in Section 6.3(a)(iii). Annual Budget means the annual budget for the Ho Tram Project, the First Gaming Resort or the Second Gaming Resort, as the context herein shall so require. Anti-Corruption Laws has the meaning set forth in Section 6.3(a)(i). Anti-Money Laundering Laws has the meaning set forth in Section 6.3(a)(iii). Applicable Law means as to any Person, the Constating Documents of such Person, and all applicable provisions of (a) constitutions, treaties, statutes, laws (including the common law), rules, regulations, ordinances, codes, or orders of any Governmental Authority, (b) any consents or approvals of any Governmental Authority, and (c) any orders, decisions, injunctions, judgments, awards, decrees of, or agreements with any Governmental Authority. April 2014 Advance means a loan advance completed by an April 2014 Subscriber to the Company pursuant to the terms of the April 2014 Loan Agreement. April 2014 Asset has the meaning set forth in Section 6.11(c). April 2014 Breakaway Warrants means the aggregate entitlement of Global Opportunities Breakaway Ltd. under the warrant certificate(s) issued by the Company to Global Opportunities Breakaway Ltd. from time to time pursuant to section 3.2 of the April 2014 Loan Agreement, upon exercise of the warrants evidenced thereby, to a number of Common Shares up to the aggregate Common Share Entitlement(s) co

Certain Definitions from Asset Purchase Agreement

THIS ASSET PURCHASE AGREEMENT (this Agreement) is entered into effective as of March 7, 2014 (the Effective Date), by and among United Rentals (North America), Inc. (URNA), a Delaware corporation and wholly-owned subsidiary of United Rentals, Inc., a Delaware corporation (Parent), and United Rentals of Canada, Inc. (URC, and together with URNA, Buyers), a corporation amalgamated under the laws of the Province of Ontario and wholly-owned subsidiary of Parent, on the one hand, and LD Services, LLC, a Texas limited liability company (LD Services), National Pump & Compressor, Ltd., a Texas limited partnership (National Pump), Canadian Pump & Compressor Ltd., a corporation incorporated under the laws of the Province of Alberta (Canadian Pump, and together with LD Services and National Pump, the Pump Entities) and GulfCo Industrial Equipment, L.P., a Texas limited partnership (GulfCo, and together with the Pump Entities, Sellers or individually, a Seller), and the general partner and limited

Certain Definitions. As used in this Agreement, the following terms have the meanings set forth below: 401(k) Plan has the meaning set forth in Section 6.5(d). Accounts Receivable means all trade accounts and notes receivable and other miscellaneous receivables of the Business, including all earned, unbilled revenue, as of the Closing Date arising out of the sale, rental or other disposition of goods or services Related to the Business, except to the extent attributable to the Excluded Assets. Acquired Assets has the meaning set forth in Section 2.1. Acquired Intellectual Property means all of the Intellectual Property (whether owned or licensed) that is Related to the Business. Active Employees means all employees employed on the Closing Date by each Seller for the Business who are employed primarily in the Business as currently conducted, including employees on temporary leave of absence, including family medical leave, military leave, temporary disability or sick leave, but excluding employees on long-term disability leave. Affiliate means, with respect to any party, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such party, where control, controlled by and under common control with means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such party, whether through the ownership of voting securities, by voting trust, contract or similar arrangement, as trustee or executor, or otherwise. Agreed Principles means GAAP applying consistent principles, policies, methodologies and practices that were used in the preparation of the Financial Statements to the extent in accordance with GAAP. Agreement has the meaning set forth in the Preamble. Aggregate Cap means an amount equal to the Purchase Price. Allocation Dispute Notice has the meaning set forth in Section 2.9. Allocation Schedule has the meaning set forth in Section 2.9. Annual Financial Statements means, collectively, (a) the audited balance sheets for National Pump as of December 31, 2011, December 31, 2012 and December 31, 2013, (b) the compiled balance sheets for each of LD Services and GulfCo as of December 31, 2013, (c) the reviewed balance sheets for Canadian Pump as of December 31, 2013, (d) the compiled balance sheets for GulfCo as of December 31, 2011 and December 31, 2012, (e) the internally generated balance sheets for each of Canadian Pump and LD Services as of December 31, 2011 and December 31, 2012, and (f) all of the related statements of income, changes in equity and cash flows for the one-year periods then ended, together with the related notes to such financial statements. Assigned Leases means those leases and subleases, to which any Seller and/or its Affiliates is a party, governing real property used or leased (or subleased) by the Business, owned by Persons other than Sellers or their Affiliates and listed on Disclosure Schedule 4.3(b)(i). Assignment and Assumption Agreement means an assignment and assumption agreement in the form attached hereto as Exhibit G. Assumed Liabilities has the meaning set forth in Section 2.3. Bank Accounts means the accounts of any nature maintained by any Seller and Related to the Business at any bank, trust company, savings and loan association and other financial institution. Benefit Plans means (i) all employee benefit plans as defined by Section 3(3) of ERISA and all other bonus, incentive compensation, deferred compensation, termination, change-in-control, profit sharing, equity option, equity appreciation right, equity bonus, equity purchase, employee equity ownership, savings, severance, supplemental unemployment, layoff, salary continuation, retirement, pension, health, life insurance, dental, disability, accident, group insurance, vacation, holiday, sick leave, fringe benefit or welfare plan, and any other formal written employee compensation or benefit plan, agreement, policy, practice, commitment or contract (whether qualified or nonqualified), which currently is sponsored, established, maintained or contributed to or required to be contributed to by each Seller or for which any Seller has any liability, contingent or otherwise, and (ii) all multiemployer plans, as that term is defined in Section 4001 of ERISA and all employee benefit plans (as defined in Section 3(3) of ERISA) that are subject to Title IV of ERISA or Section 412 of the Code which each Seller or any other ERISA Affiliate has maintained or contributed to or been required to contribute to at any time within six years prior to the Closing Date or with respect to which any Seller or any ERISA Affiliate has any liability. Bill of Sale means a bill of sale in substantially the form attached hereto as Exhibit F. Books and Records means all files, books and records Related to the Business, excluding any Excluded Assets. Breach means any breach of, or any inaccuracy in, any representation or warrant

Certain Definitions from Exchange and Registration Rights Agreement

This Exchange and Registration Rights Agreement (this Agreement) is made and entered into as of May 2, 2013, between Barrick Gold Corporation, a corporation organized under the laws of the Province of Ontario (the Company), and Barrick North America Finance LLC, a Delaware limited liability company (BNAF and, together with the Company, the Issuers), on the one hand, and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as representatives of the several Initial Purchasers (collectively, the Initial Purchasers) named in Schedule I to the Purchase Agreement (as defined below), on the other hand. Pursuant to the Purchase Agreement, the Initial Purchasers have agreed to purchase, severally and not jointly, the Companys 2.500% Notes due 2018 (the 2018 Notes), the Companys 4.100% Notes due 2023 (the 2023 Notes, and together with the 2018 Notes, the Company Notes) and BNAFs 5.750% Notes due 2043 (the BNAF Notes and together with t

Certain Definitions. For purposes of this Agreement, the following terms shall have the following respective meanings: Base Interest shall mean the interest that would otherwise accrue on the Notes under the terms thereof and the Indenture, without giving effect to the provisions of this Agreement. The term broker-dealer shall mean any broker or dealer registered with the Commission under the Exchange Act. Canadian Prospectus means a prospectus of the Company included in an Exchange Registration Statement or a Shelf Registration Statement under the MJDS (with such additions and deletions as are required or permitted under the MJDS) filed and receipted (or for which a notification of clearance has been obtained) under Ontario Securities Laws. Closing Date shall mean the date on which the Securities are initially issued. Commission shall mean the United States Securities and Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose. Effective Time, in the case of (i) an Exchange Registration, shall mean the time and date as of which the Commission declares the Exchange Registration Statement effective or as of which the Exchange Registration Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean the time and date as of which the Commission declares the Shelf Registration Statement effective or as of which the Shelf Registration Statement otherwise becomes effective. Electing Holder shall mean any holder of Transfer Restricted Securities that has returned a completed and signed Notice and Questionnaire to the Issuers (or their counsel) in accordance with Section 3(b)(ii) or 3(b)(iii) hereof. Exchange Act shall mean the United States Securities Exchange Act of 1934, as amended. Exchange Offer shall have the meaning assigned thereto in Section 2(a) hereof. Exchange Registration shall have the meaning assigned thereto in Section 3(a) hereof. Exchange Registration Statement shall have the meaning assigned thereto in Section 2(a) hereof. Exchange Securities shall have the meaning assigned thereto in Section 2(a) hereof. The term holder shall mean the Initial Purchasers and other persons who acquire Transfer Restricted Securities from time to time (including any successors or assigns), in each case for so long as such person owns any Transfer Restricted Securities; provided that for purposes of any obligation of the Issuers to give notice to any holders, holder shall mean the record owner of Transfer Restricted Securities. Indenture shall mean the Indenture dated as of June 1, 2011 among the Issuers, Wilmington Trust Company, as trustee (the Trustee), and Citibank, N.A., as indenture agent, as the same shall be amended from time to time. Initial Purchasers shall have the meaning ascribed to such term in the first paragraph of this Agreement. MJDS means the U.S./Canada Multijurisdictional Disclosure System adopted by the Commission and Canadian securities regulators. Notice and Questionnaire means a Notice of Registration Statement and Selling Securityholder Questionnaire substantially in the form of Exhibit A hereto. Ontario Securities Laws (organization) values">Ontario Securities Laws shall mean the Securities Act (Ontario) and the rules, regulations and national, multijurisdictional and local instruments and published policy statements applicable in the province of Ontario. OSC means the Ontario Securities Commission (organization) values">Ontario Securities Commission. The term person shall mean a corporation, association, partnership, organization, business, individual, government or political subdivision thereof or governmental agency. Registration Default shall have the meaning assigned thereto in Section 2(c) hereof. Registration Expenses shall have the meaning assigned thereto in Section 4 hereof. Resale Period shall have the meaning assigned thereto in Section 2(a) hereof. Restricted Holder shall mean (i) a holder that is an affiliate of an Issuer within the meaning of Rule 405, (ii) a holder who acquires Exchange Securities outside the ordinary course of such holders business, (iii) a holder who has arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing Exchange Securities and (iv) a holder that is a broker-dealer, but only with respect to Exchange Securities received by such broker-dealer pursuant to an Exchange Offer in exchange for Transfer Restricted Securities acquired by the broker-dealer directly from the Issuer. Rule 144, Rule 405 and Rule 415 shall mean, in each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended from time to time. Securities Act shall mean the United States Securities Act of 1933, as amended. Shelf Registration shall have the meaning assigned thereto in Section 2(b) hereof. Shelf Registration Statement shall have the meaning assigned thereto in Section 2(b) hereof. Special Interest shall have the meaning assigned thereto in Section 2(c) h

Certain Definitions from Amended and Restated Shareholders Agreement

This THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this Agreement), dated as of May 24, 2013, is by and among (i) Asian Coast Development (Canada) Ltd., a Canadian corporation (the Company), (ii) Harbinger II S.a r.l., Blue Line ACDL, Inc., Breakaway ACDL, Inc., Credit Distressed Blue Line Master Fund, Ltd., Global Opportunities Breakaway Ltd., and Harbinger China Dragon Intermediate Fund, L.P. (collectively, Harbinger), (iii) PNK Development 18, LLC, a Delaware limited liability company and a subsidiary of Pinnacle Entertainment, Inc., a Delaware corporation (such subsidiary, Pinnacle) and (iv) PNK Development 31, LLC, a Delaware limited liability company and a subsidiary of Pinnacle Entertainment, Inc. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth in Section 7.1.

Certain Definitions. Add-On Securities has the meaning set forth in Section 4.1(a)(i)(B). Additional Backstop Entitlement has the meaning set forth in each Additional Backstop Warrant and each Alternate Backstop Warrant, as applicable. Additional Backstop Warrants means the Harbinger Additional Backstop Warrants, the Blue Line Additional Backstop Warrants and the Breakaway Additional Backstop Warrants, and, if issued, the Alternate Backstop Warrants. Additional Equity Event has the meaning set out in Section 3.6 of the Pinnacle Subscription Agreement, on the assumption that the term Equity Related Claim as used in Section 3.6 of the Pinnacle Subscription Agreement has the meaning set out in this Agreement; Adjusted Majority Party Pro Rata Tag-Along Portion has the meaning set forth in Section 3.2(b)(i). Administrative Services Agreement means the Administrative Services Agreement to be negotiated and entered into pursuant to the Term Sheet dated as of August 28, 2012, between the Company and PNK Development 31, LLC, among others. Affected Party has the meaning set forth in Section 3.1(a)(iii)(B). Affected Party U.S. Cure Period has the meaning set forth in Section 3.1(a)(iii)(B)(1). Affected Party U.S. Sale Period has the meaning set forth in Section 3.1(a)(iii)(C)(2). Affected Tax Party has the meaning set forth in Section 6.4(i). Affiliate means, when used with reference to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, the referent Person or such other Person, as the case may be. For the purposes of this definition, the term control when used with respect to any specified Person means the power to direct or cause the direction of management or policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms affiliated, controlling, and controlled have meanings correlative of the foregoing. Agreement has the meaning set forth in the preamble, as this Agreement may be amended or supplement from time to time. Alternate Backstop Loan has the meaning set forth in Section 6.5(i)(i). Alternate Backstop Note has the meaning set forth in Section 6.5(i)(i). Alternate Backstop Warrant has the meaning set forth in Section 6.5(i)(vi). Alternate May 2013 Loan has the meaning set forth in Section 6.6(i)(i). Alternate May 2013 Warrant has the meaning set forth in Section 6.6(i)(v). Annual Budget means the annual budget for the Ho Tram Project, the First Gaming Resort or the Second Gaming Resort, as the context herein shall so require. Anti-Corruption Laws has the meaning set forth in Section 6.3(a)(i). Anti-Money Laundering Laws has the meaning set forth in Section 6.3(a)(iii). Applicable Law means as to any Person, the Constating Documents of such Person, and all applicable provisions of (a) constitutions, treaties, statutes, laws (including the common law), rules, regulations, ordinances, codes, or orders of any Governmental Authority, (b) any consents or approvals of any Governmental Authority, and (c) any orders, decisions, injunctions, judgments, awards, decrees of, or agreements with any Governmental Authority. arms-length has the meaning set forth in the Income Tax Act (Canada). Backstop Advance means a loan advance completed by a Backstop Lender to the Company pursuant to the terms of the Backstop Loan Agreement. Backstop Asset has the meaning set forth in Section 6.5(c). Backstop Lender means (a) each of Harbinger II S.a r.l., Blue Line ACDL, Inc. and Breakaway ACDL, Inc., and (b) any Entity Affiliate of Harbinger II S.a r.l., Blue Line ACDL, Inc. and/or Breakaway ACDL, Inc. who becomes a party to the Backstop Loan Agreement in connection with its assumption of a portion of one or more Backstop Advances and (c) if and when it becomes a party to the Backstop Loan Agreement or makes an Alternate Backstop Loan, Pinnacle and/or its Entity Affiliates. Backstop Loan Agreement means the Amended and Restated Backstop Loan Agreement dated December 6, 2012, by and among the Company and the Backstop Lenders, as the same may be amended, restated, supplemented or otherwise modified from time to time. Backstop Lookback Period means the period commencing on December 6, 2012, and ending on the third anniversary of the Final Backstop Advance Date; provided that such period as it applies to each Backstop Lender shall be extended by any Funding Default Period referable to such Backstop Lender. Backstop PIK Securities has the meaning set forth in Section 6.5(g). Backstop Proportionality Factor has the meaning set forth in Section 6.5(b)(i). Backstop Proportionate Amount has the meaning set forth in Section 6.5(b)(ii). Backstop Warrants means collectively, the Harbinger Backstop Warrants, the Blue Line Backstop Warrants and the Breakaway Backstop Warrants. BIDV means Bank for Investment and Development of Vietnam. BIDV Facility means the binding term loan facility granted by BIDV and HDBank in fav

Certain Definitions from Securities Purchase Agreement

SECURITIES PURCHASE AGREEMENT, dated as of May 2, 2013, by and among Spectra Energy Express Pipeline (Canada), Inc., a Delaware corporation (Seller), Spectra Energy Capital Funding, Inc., a Delaware corporation (SE Capital Funding) and Spectra Energy Partners, LP, a Delaware limited partnership (Buyer).

Certain Definitions. As used in this Agreement, the following terms have the meanings set forth below: 2013 Unaudited Financials has the meaning set forth in Section 5.6(b). 3268126 Nova Scotia Company has the meaning set forth in the recitals. Acquired Company has the meaning set forth in the recitals. Acquisition Cenex Expense means $44,183, which represents 100% of all capital expenditures related to that certain tank construction project contemplated by the Commitment Agreement, dated May 9, 2012, among Express Pipeline LP, Express Pipeline LLC and CHS Inc. that were allocated to and paid by Seller or its Affiliates pursuant to Section 2.3 of the Original Purchase Agreement and allocated to the Companies. Acquisition D&O Insurance Expense means $26,983, which represents 100% of the out of pocket costs and expenses allocated to and incurred by Seller and its Affiliates and allocated to the Companies to obtain D&O Insurance pursuant to Section 7.14 of the Original Purchase Agreement. Adjusted Current Assets means, as of any given time, the Financial Statements Current Assets as determined in accordance with the Agreed Valuation Principles. Adjusted Current Liabilities means, as of any given time, the Financial Statements Current Liabilities as determined in accordance with the Agreed Valuation Principles. Affiliate means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such 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, (a) the term control (including the correlative meanings of the terms controlled by and under common control with), as used with respect to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person (which, in the case of a publicly traded master limited partnership, means such power and authority with respect to the general partner thereof), whether through the ownership of voting securities, by Contract or otherwise and (b) notwithstanding anything in this definition to the contrary, none of Buyer and its subsidiaries, on the one hand, and Spectra Energy Corp and all of its other subsidiaries, including Seller or SE Capital Funding, on the other hand, shall be considered to be Affiliates with respect to each other. Agreed Valuation Principles has the meaning set forth in Section 2.3(a). Agreement means this Securities Purchase Agreement, as it may be amended or supplemented from time to time in accordance with the terms hereof. Bankruptcy and Equity Exception has the meaning set forth in Section 3.2. Base Securities Purchase Price has the meaning set forth in Section 2.2. Benefit Plans has the meaning set forth in Section 5.14(b). Business Day means any day other than a Saturday, a Sunday or a statutory holiday on which banks in the State of New York, the Province of Alberta or the Ontario (organization) values">Province of Ontario are closed. Buyer has the meaning set forth in the preamble. Buyer Approvals has the meaning set forth in Section 6.3. Buyer Disclosure Schedule means the disclosure schedule of even date herewith delivered to Seller and SE Capital Funding by Buyer prior to or simultaneously with the execution and delivery of this Agreement by Seller and SE Capital Funding. Buyer Indemnified Parties has the meaning set forth in Section 10.2(a)(i). Buyer Newco has the meaning set forth in the recitals. Buying Affiliates means Buyer Newco or one or more other direct or indirect Subsidiaries of Buyer that Buyer, subject to and in accordance with the provisions of this Agreement, will cause to purchase the Securities and the Canada Intercompany Loan, the names of which other Subsidiaries and the corresponding assets to be bought by which, are set forth on Section 1.1(a) of the Buyer Disclosure Schedule. Canada Intercompany Loan has the meaning set forth in the recitals. Canada Intercompany Loan Assignment has the meaning set forth in Section 2.6(c). Canada Intercompany Loan Documents means (a) the Subordinated Term Loan Agreement dated March 13, 2013 between SE Canada ULC as Borrower and SE Capital Funding as Lender and (b) the Promissory Note dated March 13, 2013 between SE Canada ULC as Maker and SE Capital Funding as Holder. Canadian ASPE means the Canadian Accounting Standards for Private Enterprises as in effect at any specified time. Canadian GAAP means the Canadian generally accepted accounting principles as in effect at any specified time. Cap has the meaning set forth in Section 10.4(c). Capital Lease Obligations means with respect to any Person, for any applicable period, the obligations of such Person that are required to be classified and accounted for as capital lease obligations under GAAP, and the amount of such obligations as of any date will be the capitalized amount of such obligations as of such date determined in accordance with GAAP. CERCLA