Service Uses in Definitions Clause

Definitions from Transition Services Agreement

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

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

Definitions from Transition Services Agreement

This TRANSITION SERVICES AGREEMENT, dated as of September 8, 2016 (this Agreement), is by and between Johnson Controls International plc, a public limited company organized under the laws of Ireland (Johnson Controls), and Adient Limited, a private limited company organized under the laws of Ireland (Adient).

Definitions. For purposes of this Agreement, the following terms shall have the following meanings: Action has the meaning set forth in the Separation and Distribution Agreement. Adient has the meaning set forth in the Preamble. Adient Business has the meaning set forth in the Separation and Distribution Agreement. Adient Shares has the meaning set forth in the Separation and Distribution Agreement. Adversely Affected Service has the meaning set forth in Section 5.03. Affiliate has the meaning set forth in the Separation and Distribution Agreement. Agreement has the meaning set forth in the Preamble. Ancillary Agreements has the meaning set forth in the Separation and Distribution Agreement. Charge or Charges has the meaning set forth in Section 2.03. Confidential Information shall mean all Information that is either confidential and/or proprietary. Dispute has the meaning set forth in Section 9.16(a). Distribution has the meaning set forth in the Recitals. Distribution Date has the meaning set forth in the Separation and Distribution Agreement. Divested Business has the meaning set forth in Section 9.08(b). Divested Business Acquirer has the meaning set forth in Section 9.08(b). Early Termination Charges shall mean, with respect to the termination of any Service pursuant to Section 5.02(a)(i), the sum of (a) any and all reasonable costs, fees and expenses (other than any severance or retention costs) payable by the Provider of such Service to a Third Party due to the early termination of such Service; provided, however, that the Provider shall use commercially reasonable efforts to minimize any costs, fees or expenses payable by the Provider to any Third Party in connection with such early termination of such Service, and the Early Termination Charges payable by the Recipient shall be reduced accordingly; and (b) any additional severance and retention costs, if any, because of the early termination of such Service that the Provider of such terminated Service incurs to employees who had been retained primarily to provide such terminated Service (it being agreed that the costs set forth in this clause (b) shall only be the amount, if any, in excess of the severance and retention costs that such Provider would have paid to such employees if the Service had been provided for the full period during which such Service would have been provided hereunder but for such early termination). Effective Time has the meaning set forth in the Separation and Distribution Agreement. Force Majeure has the meaning set forth in the Separation and Distribution Agreement. Governmental Authority has the meaning set forth in the Separation and Distribution Agreement. Group has the meaning set forth in the Separation and Distribution Agreement. Information has the meaning set forth in the Separation and Distribution Agreement. Intellectual Property has the meaning set forth in the Separation and Distribution Agreement. Interest Payment has the meaning set forth in Section 4.02. Johnson Controls has the meaning set forth in the Preamble. Johnson Controls Board has the meaning set forth in the Recitals. Johnson Controls Business has the meaning set forth in the Separation and Distribution Agreement. Johnson Controls Shares has the meaning set forth in the Separation and Distribution Agreement. Law has the meaning set forth in the Separation and Distribution Agreement. Level of Service has the meaning set forth in Section 2.02(c). Liability or Liabilities has the meaning set forth in the Separation and Distribution Agreement. New Service has the meaning set forth in Section 2.01(d). Notice of Breach has the meaning set forth in Section 5.02(a)(ii). Omitted Service has the meaning set forth in Section 2.01(b). One-Time Payment has the meaning set forth in Section 2.02(b). Party or Parties shall mean the parties to this Agreement. Person has the meaning set forth in the Separation and Distribution Agreement. Prime Rate has the meaning set forth in the Separation and Distribution Agreement. Provider shall mean, with respect to any Service, the Party identified on the Schedules hereto as the Provider of such Service. Provider Indemnitees has the meaning set forth in Section 7.02. Recipient shall mean, with respect to any Service, the Party receiving such Service hereunder. Record Date has the meaning set forth in the Separation and Distribution Agreement. Representatives has the meaning set forth in the Separation and Distribution Agreement. Residual Information has the meaning set forth in the Separation and Distribution Agreement. Schedule or Schedules has the meaning set forth in Section 2.01(a). Separation has the meaning set forth in the Recitals. Separation and Distribution Agreement has the meaning set forth in the Recitals. Service or Services has the meaning set forth in Section 2.01(a). Service Baseline Period has the meaning set forth in Section 2.02(c). Service Change has the meaning set forth in Section 2.01(c). Service Interruption has th

DEFINITIONS from Deferred Compensation Agreement

THIS DEFERRED COMPENSATION AGREEMENT (this Agreement), adopted this 22nd day of JUNE, 2015, by and between Riverview Bank, located in Marysville, Pennsylvania (hereinafter referred to as the Employer), and Robert Garst (hereinafter referred to as the Executive), formalizes the agreements and understanding between the Employer and the Executive. The Employer is the wholly owned subsidiary of Riverview Financial Corporation (the Corporation).

DEFINITIONS. For the purpose of this Agreement, the following phrases or terms shall have the indicated meanings: 1.1 Accumulation Period Crediting Rate means the five (5) year rolling average of the 20-year Treasury rate for the immediately preceding five (5) Plan Years, plus three percent (3%). The minimum Accumulation Period Crediting Rate shall be four percent (4%). 1.2 Administrator means the Board or its designee. 1.3 Affiliate means any business entity with whom the Employer would be considered a single employer under Sections 414(b) and 414(c) of the Code. Such term shall be interpreted in a manner consistent with the definition of service recipient contained in Code Section 409A. 1.4 Base Salary means the Annual Base Salary amounts described in Article III of the Employment Agreement between the Employer and the Executive dated January 4, 2012, as amended. 1.5 Beneficiary means the person or persons designated in writing by the Executive to receive benefits hereunder in the event of the Executives death. 1.6 Benefit Payment Election Form means the form established from time to time by the Administrator that the Executive completes, signs and returns to the Administrator to designate the timing of the payment of the Deferrals. 1.7 Board means the Board of Directors of the Employer. 1.8 Bonus means the cash bonus, if any, awarded to the Executive for services performed during the Plan Year. 1.9 Cause means any of the following acts or circumstances: (i) the Executives willful failure to perform or to comply with any term or provision of the Executives employment agreement with the Employer, if any; (ii) the Executives willful failure to perform or to comply fully with any lawful directive of the Board or of any duly constituted committee thereof after written notice and a failure to cure within thirty (30) days of such notice; (iii) the Executives violation of the Employers EBO policy; or (iv) the Executives removal from office or permanent prohibition from participating in the conduct of the Employers affairs by a final order issued by an appropriate federal banking agency pursuant to Section 8(e) or 8(g) of the Federal Deposit Insurance Act or by the Comptroller of the Currency pursuant to national law. 1.10 Change in Control means a change in the ownership or effective control of the Employer or the Corporation, or in the ownership of a substantial portion of the assets of the Employer or the Corporation, in each case as such change is defined in Code Section 409A and the regulations thereunder. 1.11 Claimant means a person who believes that he or she is being denied a benefit to which he or she is entitled hereunder. 1.12 Code means the Internal Revenue Code of 1986, as amended. 1.13 Contribution means any discretionary contribution made by the Employer to the Deferral Account as described in Section 2.5. 1.14 Deferral Account means the Employers accounting of the accumulated Deferrals and Contributions plus accrued interest. 1.15 Deferral Election Form means each form established from time to time by the Administrator that the Executive completes, signs and returns to the Administrator to designate the amount of Deferrals. 1.16 Deferrals means the amount of Base Salary, Bonus or Performance-Based Compensation that the Executive elects to defer according to this Agreement. 1.17 Disability means a condition of the Executive whereby the Executive either: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 (twelve) months, or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Employer. The Administrator will determine whether the Executive has incurred a Disability based on its own good faith determination and may require the Executive to submit to reasonable physical and mental examinations for this purpose. The Executive will also be deemed to have incurred a Disability if determined to be totally disabled by the Social Security Administration or in accordance with a disability insurance program, provided that the definition of disability applied under such disability insurance program complies with the initial sentence of this Section. 1.18 Distribution Period Crediting Rate means the average yield on the 10-year Treasury Note during the month immediately preceding the commencement of benefit payments, plus two per cent (2%). The minimum Distribution Period Crediting Rate shall be four percent (4%). 1.19 Early Termination means Separation from Service before Normal Benefit Age except when such Separation from Service occurs within twenty-fou

Definitions from Deferred Compensation Plan

On Assignment, Inc., a Delaware corporation (the "Company"), establishes the On Assignment, Inc. Deferred Compensation Plan (the "Plan") effective June 1, 2017 (the "Effective Date").

Definitions. 2.1Account. Account means one or more bookkeeping accounts maintained by the Committee to record the payment obligation of a Participating Employer to a Participant as determined under the terms of the Plan. The Committee may maintain an Account to record the total obligation to a Participant, and component Accounts to reflect amounts payable at different times and in different forms. Reference to an Account means any such Account established by the Committee, as the context requires. Accounts are intended to constitute unfunded obligations within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.2.2Account Balance. Account Balance means, with respect to any Account, the total payment obligation owed to a Participant from such Account as of the most recent Valuation Date.2.3Adopting Employer. Adopting Employer means an Affiliate who, with the consent of the Company, has adopted the Plan for the benefit of its Eligible Employees.2.4Affiliate. Affiliate means any corporation, trade or business that, together with the Company, is treated as a single employer under Code Section 414(b) or (c).2.5Bonus. Bonus means any cash compensation, other than Salary and any Long-Term Incentive Plan Compensation, for services performed by a Participant for a Service Recipient during the applicable Plan Year (or applicable Plan Years), whether or not paid in such Participant's Plan Year or included on the federal income tax form W-2 for such Plan Year (or Plan Years), payable to a Participant under any Employer's annual, semi-annual, or quarterly bonus plans, excluding any amounts that may be payable with respect to any long-term incentive plans, stock options, stock appreciation rights, and/or restricted stock. Bonus shall be calculated before any reduction for compensation voluntarily deferred or contributed by the Participant pursuant to any qualified or nonqualified plans of any Employer, other than any cafeteria plan of any Employer maintained pursuant to Code Section 125. The Committee, in its discretion, will specify the types of bonuses that may be deferred under the Plan.2.6Beneficiary. Beneficiary means a natural person, estate, or trust designated by a Participant to receive payments to which a Beneficiary is entitled upon the death of a Participant in accordance with the provisions of the Plan.2.7Board of Directors. Board of Directors means the board of directors of the Company. 2.8Business Day. Business Day means each day on which the New York Stock Exchange is open for business.2.9Change in Control. Change in Control means the occurrence of a "change in the ownership," a "change in the effective control" or a "change in the ownership of a substantial portion of the assets" of a corporation, as determined in accordance with this Section. In order for an event described below to constitute a Change in Control with respect to a Participant, except as otherwise provided in part (b)(ii) of this Section, the applicable event must relate to the Company, the corporation for which the Participant is providing services, the corporation that is liable for payment of the Participant's Account Balance (or all corporations liable for payment if more than one), as determined in accordance with Treas. Reg. SS1.409A-3(i)(5)(ii)(A)(2), or such other corporation as is determined in accordance with Treas. Reg. SS1.409A-3(i)(5)(ii)(A)(3).In determining whether an event shall be considered a "change in the ownership," a "change in the effective control" or a "change in the ownership of a substantial portion of the assets" of a corporation, the following provisions shall apply:(a)A "change in the ownership" of the applicable corporation shall occur on the date on which any one person, or more than one person acting as a group, acquires ownership of stock of such corporation that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of such corporation, as determined in accordance with Treas. Reg. SS1.409A-3(i)(5)(v). If a person or group is considered either to own more than 50% of the total fair market value or total voting power of the stock of such corporation, or to have effective control of such corporation within the meaning of part (b) of this Section, and such person or group acquires additional stock of such corporation, the acquisition of additional stock by such person or group shall not be considered to cause a "change in the ownership" of such corporation.(b)A "change in the effective control" of the applicable corporation shall occur on either of the following dates:(i)The date on which any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of such corporation possessing 30% or more of the total voting power of the stock of such corporation, as determined in accordance

Definitions

Definitions. The following words and phrases, for which the first letter is capitalized, shall have the meaning specified when used in this Plan, unless the context clearly indicates otherwise: Account means a Participants interest in the assets accumulated under this Plan as expressed in terms of a separate account balance (as described in more detail in Section 5.1), which is periodically adjusted to reflect contributions, the Plans investment experience, distributions, and forfeitures. Reference to a Participants Accounts include every Account established on behalf of the Participant under the Plan. Active Participant means any Employee who has satisfied the eligibility requirements of Section 3.1 and who qualifies as an Active Participant for a particular Plan Year under Section 4.1 or, with respect to Employer Discretionary Contributions, the applicable requirements set forth in Section 4.2. Actual Contribution Percentage means, for a specified group of Active Participants for a Plan Year, the average of the ratios (calculated separately for each Participant in such group) of (i) the amount of ACP Employer Contributions actually paid to the Trust on behalf of such Participant for the Plan Year to (ii) the Participants Total Compensation for such Plan Year, as set forth in Section 4.8. For this purpose, ACP Employer Contributions on behalf of any Active Participant shall include: (A) any Employer Matching Contributions, but excluding (1) Employer Matching Contributions that are taken into account in the Actual Deferral Percentage test (provided the Actual Contribution Percentage test is met both with and without exclusion of these Matching Contributions) and (2) Employer Matching Contributions made for prior Plan Years in connection with qualified military service under Section 414(u) of the Code; and (B) at the election of the Company, Qualified Non-elective Contributions and Qualified Matching Contributions. For purposes of computing the Actual Contribution Percentages, Employees who would be an Active Participant but for the failure to make Elective Deferral Contributions shall be treated as an Active Participant on whose behalf no Employer Matching Contributions are made. Actual Deferral Percentage means, for a specified group of Active Participants for a Plan Year, the average of the ratios (calculated separately for each Participant in such group) of (i) the amount of ADP Employer Contributions actually paid to the Trust on behalf of such Participant for the Plan Year to (ii) the Participants Total Compensation for such Plan Year, as set forth in Section 4.6. For this purpose, ADP Employer Contributions on behalf of any Active Participant shall include: (A) any Elective Deferral Contributions made pursuant to the Participants deferral election (including Roth Contributions and Excess Elective Deferral Contributions of Highly Compensated Employees), but excluding (1) Excess Elective Deferral Contributions of Non-highly Compensated Employees, (2) Elective Deferral Contributions that are taken into account in the Actual Contribution Percentage test (provided the Actual Deferral Percentage test is satisfied both with and without exclusion of these Elective Deferral Contributions) and (3) Elective Deferral Contributions made for prior Plan Years in connection with qualified military service under Section 414(c) of the Code; and (B) at the election of the Employer, Qualified Non-elective Contributions and Qualified Matching Contributions. For purposes of computing the Actual Deferral Percentages, an Employee who would be a Participant but for the failure to make Elective Deferral Contributions shall be treated as a Participant on whose behalf no Elective Deferral Contributions are made. Affiliate means, in connection with the Company, any other entity (whether corporation, partnership, sole proprietorship or otherwise) if both it and the Company are: (a) corporations which are members of a controlled group of corporations as defined in Section 414(b) of the Code; (b) trades or businesses (whether or not incorporated) which are under common control as defined in regulations under Section 414(c) of the Code; (c) members of an affiliated service group as defined in Section 414(m) of the Code; or (d) required to be aggregated pursuant to regulations under Section 414(o) of the Code. For purposes of applying the limitations set forth in Section 6 relating to Section 415 of the Code, a parent-subsidiary arrangement resulting in an entity being an Affiliate shall be determined by using a more than 50 percent test, instead of an at least 80 percent test under Sections 414(b) and (c) of the Code. Alternate Payee means a Spouse, former Spouse, child, or other dependent of a Participant, as designated under a QDRO. Anniversary Date means the last day of each Plan Year. Beneficiary means the person, persons, or entity designated by a Participant to receive benefits payable under the Plan on the Participants death or, in the abs

Definitions from Transition Services Agreement

This TRANSITION SERVICES AGREEMENT, dated [*], 2017 (this Agreement), is by and between Huntsman Corporation, a Delaware corporation (Huntsman), and Venator Materials PLC, a public limited company incorporated and registered under the laws of England and Wales with company number 10747130 and a wholly owned indirect subsidiary of Huntsman (Venator). Huntsman and Venator are sometimes referred to herein individually as a Party, and collectively as the Parties.

Definitions. Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the same meaning as in the Separation Agreement. The following capitalized terms used in this Agreement shall have the meanings set forth below: 2017 Operating Plan means the 2017 budget and operating plan, based on the operating run-rate at the end of 2016 and excluding anticipated cost increases estimated for the operation of Venator Group on a stand-alone basis, as implemented by the Venator Group for purposes of managing and tracking expenditures for 2017. Additional Services (organization) values">Services has the meaning set forth in Section 2.2. Accessing Party has the meaning set forth in Section 9.2(a). Affiliate means, 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, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. From and after the Effective Date, (a) no member of the Venator Group shall be deemed to be an Affiliate of any member of the Huntsman Group and (b) no member of the Huntsman Group shall be deemed to be an Affiliate of any member of the Venator Group. Agreement has the meaning set forth in the preamble. Business Day means a day other than a Saturday, a Sunday or a day on which banking institutions located in the State of Texas are authorized or obligated by applicable Law or executive order to close. Direct Costs means the sum of (a) an allocated portion of the fully burdened cost (including salary, hourly costs, or overtime costs and benefits) of Huntsman Groups employees who provide the applicable Service, where such allocation is based upon the number of hours each such employee provides Services under this Agreement during the applicable month as reasonably estimated by Huntsman Group and previously communicated to and agreed by Venator Group, (b) actual out-of-pocket expenses of personnel performing the Services to the extent incurred in connection with providing Services (including travel, accommodations and meal expenses in accordance with the Huntsman Groups policies), (c) the actual cost (without markup) of all materials, spare parts, tools, equipment, consumables and supplies of Huntsman Group (including freight, taxes or warehouse handling charges) that are associated with provision of the applicable Service (based upon the portion of time and to the extent used in providing such Services if not consumed entirely in providing such Services), (d) other actual out-of-pocket expenses that are incurred in connection with providing the Services, including any third party costs for express mail, long distance charges, facsimile charges, reproduction, postage, license fees and other similar third-party costs, and (e) taxes and all excise fees applicable to the Services or Fees (other than taxes based upon the net income or revenue of Huntsman Group). Dispute has the meaning set forth in Section 11.8. Exhibits means the Exhibits attached hereto. Force Majeure Event has the meaning set forth in Section 10.1. Huntsman has the meaning set forth in the preamble. Huntsman Group means Huntsman and, to the extent related to the Services to be provided, its Affiliates (excluding, for the avoidance of doubt, Venator). Services (organization) values">Initial Services has the meaning set forth in Section 2.1. Person means an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability entity, any other entity and any Governmental Authority. Pigments and Additives Business means the pigments and additives segment of Huntsman as described in Huntsmans Annual Report on Form 10-K for the period ended December 31, 2016. Security Regulations has the meaning set forth in Section 9.2(a). Separation Agreement has the meaning set forth in the recitals. Service Coordinator has the meaning set forth in Section 2.4(b). Service Provider means any member of the Huntsman Group or the Venator Group, as applicable, when it is providing Services to any member of the other Partys Group. Service Provider Group (organization) values">Service Provider Group means the Huntsman Group or the Venator Group, as applicable, when it is providing Services to any member of the other Partys Group. Service Recipient means any member of the Venator Group or the Huntsman Group, as applicable, when it is receiving Services from any member of the other Partys Group. Service Recipient Group means the Venator Group or the Huntsman Group, as ap

Definitions from Transition Services Agreement

This TRANSITION SERVICES AGREEMENT, dated as of May 31, 2017 (this Agreement), is by and between TEGNA Inc., a Delaware corporation (Parent), and Cars.com Inc., a Delaware corporation (SpinCo).

Definitions. For purposes of this Agreement, the following terms shall have the following meanings: Action shall mean any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal. Additional Services shall have the meaning set forth in Section 2.01(b). Affiliate has the meaning set forth in the Separation and Distribution Agreement. Agreement has the meaning set forth in the Preamble. Ancillary Agreements has the meaning set forth in the Separation and Distribution Agreement. Charge and Charges have the meaning set forth in Section 2.03. Confidential Information means all Information that is either confidential or proprietary. Dispute has the meaning set forth in Section 8.16(a). Distribution has the meaning set forth in the Recitals. Distribution Date shall mean the date of the consummation of the Distribution, which shall be determined by the Parent Board in its sole and absolute discretion. Effective Time shall mean 11:59 p.m., New York City time, on the Distribution Date. e-mail shall have the meaning set forth in Section 8.10. Force Majeure shall mean, with respect to a Party, an event beyond the reasonable control of such Party (or any Person acting on its behalf), which event (a) does not arise or result from the fault or negligence of such Party (or any Person acting on its behalf) and (b) by its nature would not reasonably have been foreseen by such Party (or such Person), or, if it would reasonably have been foreseen, was unavoidable, and includes acts of God, acts of civil or military authority, embargoes, epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods, unusually severe weather conditions, labor problems or unavailability of parts, or, in the case of computer systems, any significant and prolonged failure in electrical or air conditioning equipment. Notwithstanding the foregoing, the receipt by a Party of an unsolicited takeover offer or other acquisition proposal, even if unforeseen or unavoidable, and such Partys response thereto, shall not be deemed an event of Force Majeure. Governmental Authority shall mean 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 official thereof. Information shall mean information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data. Interest Payment has the meaning set forth in Section 4.02. Law shall mean any national, supranational, federal, state, provincial, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any income tax treaty), license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority. Level of Service has the meaning set forth in Section 2.02(c). Liabilities shall mean all debts, guarantees, assurances, commitments, liabilities, responsibilities, Losses, remediation, deficiencies, damages, fines, penalties, settlements, sanctions, costs, expenses, interest and obligations of any nature or kind, whether accrued or fixed, absolute or contingent, matured or unmatured, accrued or not accrued, asserted or unasserted, liquidated or unliquidated, foreseen or unforeseen, known or unknown, reserved or unreserved, or determined or determinable, including those arising under any Law, claim (including any Third-Party Claim), demand, Action, or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority or arbitration tribunal, and those arising under any contract, agreement, obligation, indenture, instrument, lease, promise, arran

Definitions from Transition Services Agreement

This TRANSITION SERVICES AGREEMENT, dated as of May 31, 2017 (this Agreement), is by and between TEGNA Inc., a Delaware corporation (Parent), and Cars.com Inc., a Delaware corporation (SpinCo).

Definitions. For purposes of this Agreement, the following terms shall have the following meanings: Action shall mean any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal. Additional Services shall have the meaning set forth in Section 2.01(b). Affiliate has the meaning set forth in the Separation and Distribution Agreement. Agreement has the meaning set forth in the Preamble. Ancillary Agreements has the meaning set forth in the Separation and Distribution Agreement. Charge and Charges have the meaning set forth in Section 2.03. Confidential Information means all Information that is either confidential or proprietary. Dispute has the meaning set forth in Section 8.16(a). Distribution has the meaning set forth in the Recitals. Distribution Date shall mean the date of the consummation of the Distribution, which shall be determined by the Parent Board in its sole and absolute discretion. Effective Time shall mean 11:59 p.m., New York City time, on the Distribution Date. e-mail shall have the meaning set forth in Section 8.10. Force Majeure shall mean, with respect to a Party, an event beyond the reasonable control of such Party (or any Person acting on its behalf), which event (a) does not arise or result from the fault or negligence of such Party (or any Person acting on its behalf) and (b) by its nature would not reasonably have been foreseen by such Party (or such Person), or, if it would reasonably have been foreseen, was unavoidable, and includes acts of God, acts of civil or military authority, embargoes, epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods, unusually severe weather conditions, labor problems or unavailability of parts, or, in the case of computer systems, any significant and prolonged failure in electrical or air conditioning equipment. Notwithstanding the foregoing, the receipt by a Party of an unsolicited takeover offer or other acquisition proposal, even if unforeseen or unavoidable, and such Partys response thereto, shall not be deemed an event of Force Majeure. Governmental Authority shall mean 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 official thereof. Information shall mean information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data. Interest Payment has the meaning set forth in Section 4.02. Law shall mean any national, supranational, federal, state, provincial, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any income tax treaty), license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority. Level of Service has the meaning set forth in Section 2.02(c). Liabilities shall mean all debts, guarantees, assurances, commitments, liabilities, responsibilities, Losses, remediation, deficiencies, damages, fines, penalties, settlements, sanctions, costs, expenses, interest and obligations of any nature or kind, whether accrued or fixed, absolute or contingent, matured or unmatured, accrued or not accrued, asserted or unasserted, liquidated or unliquidated, foreseen or unforeseen, known or unknown, reserved or unreserved, or determined or determinable, including those arising under any Law, claim (including any Third-Party Claim), demand, Action, or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority or arbitration tribunal, and those arising under any contract, agreement, obligation, indenture, instrument, lease, promise, arran

Definitions from Transition Services Agreement

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

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

DEFINITIONS from Deferred Stock Unit Agreement

THIS DEFERRED STOCK UNIT AGREEMENT (this "Agreement"), effective as of __________, 20___, is made by and between PEABODY ENERGY CORPORATION, a Delaware corporation (the "Company"), and the undersigned non-employee director of the Company (the "Grantee"). The Grant Date for these Deferred Stock Units is __________, 2017 (the "Grant Date").

DEFINITIONS. Whenever the following terms are used in this Agreement, they shall have the meanings specified below. Capitalized terms not otherwise defined in this Agreement shall have the meanings specified in the Plan.Section 1.1 - "Payment Date" shall mean, as used with respect to a Deferred Stock Unit, the earlier to occur of (a) the third anniversary of the Grant Date and (b) the Grantee's Separation from Service.Section 1.2 - "Plan" shall mean the Peabody Energy Corporation 2017 Incentive Plan, as amended from time to time.Section 1.3 - "Section 409A" shall mean Section 409A of the Code and the applicable regulations or other guidance issued thereunder.Section 1.4 - "Separation from Service" shall mean a termination of the Grantee's service with the Company or its subsidiary or affiliate (regardless of the reason therefor) that constitutes a "separation from service" as defined in Section 409A or applicable regulations or other guidance in effect thereunder.