Services Uses in Definitions Clause

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 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 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 Agreement

This Gas Gathering, Compression, Processing and Gas Lift Agreement (this Agreement), dated as of [ ], 2017 (the Effective Date), is by and among OASIS PETROLEUM NORTH AMERICA LLC, a Delaware limited liability company (Producer), OASIS PETROLEUM MARKETING LLC, a Delaware limited liability company (Shipper), OASIS MIDSTREAM SERVICES LLC, a Delaware limited liability company (OMS), and OASIS MIDSTREAM PARTNERS LP (MLP, and collectively with OMS, Gatherer). Producer, Shipper and Gatherer may be referred to herein individually as a Party or collectively as the Parties.

DEFINITIONS. Capitalized terms used, but not otherwise defined, in this Agreement shall have the respective meanings given to such terms set forth below: Additional Processing Plant. As defined in Section 3.4(b). SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH BRACKETS AND THREE ASTERISKS [***] Affiliate. Any Person that, directly or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with another Person. Affiliated shall have the correlative meaning. Notwithstanding the foregoing, for purposes of this Agreement, Gatherer and its subsidiaries shall not be Affiliates of Producer or Shipper and or their respective other subsidiaries, and neither Shipper nor Producer nor any of their respective subsidiaries shall be Affiliates of Gatherer and its other subsidiaries. Agreed Formation. The Bakken/Three Forks formation and any other formation the Gas from which the Parties agree will be subject to dedication hereunder. Agreement. As defined in the preamble hereof. Applicable Law. Any law (including any Environmental Law), rule, regulation, ordinance, code, order, writ, judgment, decree or rule of common law or any judicial or administrative interpretation thereof or other legal or regulatory determination by a Governmental Authority of competent jurisdiction. BTU. The amount of heat required to raise the temperature of one pound of pure water from 58.5 degrees Fahrenheit to 59.5 degrees Fahrenheit at a constant pressure of 14.73 psia. Business Day. Any calendar Day on which commercial banks in Houston, Texas are open for business. Bypass Gas. Gas delivered by Shipper or by a third party to the Plant Receipt Point that is bypassed around the Processing Plant and is therefore not processed. CDP. A central delivery point at which Producer aggregates volumes of Gas produced from one or more Wells that will be connected to the Gathering System in accordance with this Agreement, including the Planned CDPs. Completion Deadline. As defined in Section 3.3(b). Compression Fee. As defined on Exhibit K. Condensate. Gas that condenses in the Facilities at ambient temperatures and is recovered from the Facilities as a hydrocarbon liquid. Confidential Information. As defined in Section 18.6(a). Conflicting Dedication. Any gathering agreement or other commitment or arrangement that would require Dedicated Gas to be gathered and/or compressed on any gathering system other than the Gathering System, processed in any processing plant other than the Processing Plant or used to perform gas lift operations on any system other than the Gas Lift Gas System. Connection Notice. As defined in Section 3.3(b). SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH BRACKETS AND THREE ASTERISKS [***] Contract Year. Each of (a) the Effective Date through December 31, 2017, (b) the period from January 1, 2018 through December 31, 2018 and (c) each period of twelve consecutive Months thereafter. Control. Possessing the power to direct or cause the direction of the management and policies of a Person, whether through ownership, by contract, or otherwise. Notwithstanding the foregoing, any Person shall be deemed to control any specified Person if such Person owns 50% or more of the voting securities of the specified Person, or if the specified Person owns 50% or more of the voting securities of such Person, or if 50% or more of the voting securities of the specified Person and such Person are under common control. Controlled and Controls shall have correlative meanings. Cubic Foot. The volume of Gas in one cubic foot of space at a standard pressure and temperature base of 14.73 psia and 60 degrees Fahrenheit, respectively. Day. A period commencing at 9:00 a.m., Central Standard Time, on a calendar day and ending at 9:00 a.m., Central Standard Time, on the next succeeding calendar day. Daily shall have the correlative meaning. Dedicated Acreage. The area identified on Exhibit A. Dedicated Gas. All Gas produced on or after the Effective Date (except for the Gas produced from the Excluded Wells) that Producer has the right to control and deliver for gathering and processing and that is attributable to any Dedicated Property and is produced through a Well from an Agreed Formation. Dedicated Properties. All Interests now owned or hereafter acquired by Producer and located wholly within the Dedicated Acreage. Delivery Point. Each of the Gathering System Delivery Points and the Plant Delivery Points. Design Recoveries. As defined in Section 3.4(a). DevCos. Bighorn DevCo LLC, a Delaware l

DEFINITIONS from Water Gathering and Disposal Agreement

This Produced and Flowback Water Gathering and Disposal Agreement (this Agreement), dated as of [ ], 2017 (the Effective Date), is by and between OASIS PETROLEUM NORTH AMERICA LLC, a Delaware limited liability company (Producer), OASIS MIDSTREAM SERVICES LLC, a Delaware limited liability company (OMS), and OASIS MIDSTREAM PARTNERS LP, a Delaware limited partnership (MLP, and collectively with OMS, Gatherer). Producer and Gatherer may be referred to herein individually as a Party or collectively as the Parties.

DEFINITIONS. Capitalized terms used, but not otherwise defined, in this Agreement shall have the respective meanings given to such terms set forth below: Affiliate. Any Person that, directly or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with another Person. Affiliated shall have the correlative meaning. Notwithstanding the foregoing, for purposes of this Agreement, Gatherer and its subsidiaries shall not be Affiliates of Producer and its other subsidiaries, and Producer and its other subsidiaries shall not be Affiliates of Gatherer and its other subsidiaries. Agreed Formation. The Bakken/Three Forks formation and any other formation the Saltwater from which the Parties agree will be subject to dedication hereunder. Agreement. As defined in the preamble hereof. SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH BRACKETS AND THREE ASTERISKS [***] Applicable Law. Any law (including any Environmental Law), rule, regulation, ordinance, code, order, writ, judgment, decree or rule of common law or any judicial or administrative interpretation thereof or other legal or regulatory determination by a Governmental Authority of competent jurisdiction. Barrel. 42 Gallons at 60 degrees Fahrenheit and zero gauge pressure. Business Day. Any calendar Day on which commercial banks in Houston, Texas are open for business. CDP. A central delivery point at which Producer aggregates volumes of Saltwater produced from one or more Wells that is or is required to be connected to the Gathering System in accordance with this Agreement, including the Planned CDPs. Completion Deadline. As defined in Section 3.3(b). Confidential Information. As defined in Section 16.6(a). Conflicting Dedication. Any gathering or disposal agreement or other commitment or arrangement that would require Dedicated Saltwater to be gathered on any gathering system other than the Gathering System or disposed of other than into the Disposal Wells. Connection Notice. As defined in Section 3.3(b). Contract Year. Each of (a) the period from the Effective Date through December 31, 2017, (b) the period from January 1, 2018 through December 31, 2018 and (c) each period of 12 consecutive Months thereafter. Control. Possessing the power to direct or cause the direction of the management and policies of a Person, whether through ownership, by contract or otherwise. Notwithstanding the foregoing, any Person shall be deemed to control any specified Person if such Person owns 50% or more of the voting securities of the specified Person, or if the specified Person owns 50% or more of the voting securities of such Person, or if 50% or more of the voting securities of the specified Person and such Person are under common control. Controlled or Controls shall have correlative meanings. Day. A period commencing at 12:00 a.m., Central Standard Time, on a calendar day and ending at 12:00 a.m., Central Standard Time, on the next succeeding calendar day. Daily shall have the correlative meaning. Dedicated Acreage. The area identified on Exhibit A. Dedicated Properties. All Interests now owned or hereafter acquired by Producer and located wholly within the Dedicated Acreage. Dedicated Saltwater. All Saltwater produced on or after the Effective Date (except for the Saltwater produced from the Excluded Wells) that Producer has the right to control and deliver for gathering and that is attributable to any Dedicated Property and is produced through a Well from an Agreed Formation. SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH BRACKETS AND THREE ASTERISKS [***] DevCos. Bobcat DevCo LLC, a Delaware limited liability company, and any other Affiliate of OMS or MLP that directly owns assets utilized in the performance of Services (organization) values">the Services. Disposal Fee. As defined on Exhibit G. Disposal System. Collectively, the Gathering System and the Disposal Wells. Disposal Well. Each disposal well connected to the Gathering System owned by Gatherer and/or used by Gatherer (in each case, through one or more DevCos) for the disposal of Dedicated Saltwater. DSU. With respect to each Well or planned Well, the actual spacing unit for such Well determined by the North Dakota Industrial Commission or, if no such determination has been made at the relevant time, an area of 1280 acres around such Well or planned Well within which the well bore for such Well is or is expected to be open. Easement Notice. As defined in Section 3.4(b). Effective Date. As defined in the preamble of this Agreement. Environmental Laws. All Applicable Laws p

DEFINITIONS from Storage Agreement

This Crude Oil Gathering, Stabilization, Blending and Storage Agreement (this Agreement), dated as of [ ], 2017 (the Effective Date), is by and among OASIS PETROLEUM NORTH AMERICA LLC, a Delaware limited liability company (Producer), OASIS PETROLEUM MARKETING LLC, a Delaware limited liability company (Shipper), OASIS MIDSTREAM SERVICES LLC, a Delaware limited liability company (OMS), and OASIS MIDSTREAM PARTNERS LP, a Delaware limited partnership (MLP, and collectively with OMS, Gatherer). Producer, Shipper and Gatherer may be referred to herein individually as a Party or collectively as the Parties.

DEFINITIONS. Capitalized terms used, but not otherwise defined, in this Agreement shall have the respective meanings given to such terms set forth below: Affiliate. Any Person that, directly or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with another Person. Affiliated shall have the correlative meaning. Notwithstanding the foregoing, for purposes of this Agreement, Gatherer and its subsidiaries shall not be Affiliates of Producer or Shipper and or their respective other subsidiaries, and neither Shipper nor Producer nor any of their respective subsidiaries shall be Affiliates of Gatherer and its other subsidiaries. SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH BRACKETS AND THREE ASTERISKS [***] Agreed Formation. The Bakken/Three Forks formation and any other formation the Crude Oil from which the Parties agree will be subject to dedication hereunder. Agreement. As defined in the preamble hereof. API. The American Petroleum Institute. API Gravity. The gravity determined in accordance with the currently-applicable American Society for Testing Materials Designation. Applicable Law. Any law (including any Environmental Law), rule, regulation, ordinance, code, order, writ, judgment, decree or rule of common law or any judicial or administrative interpretation thereof or other legal or regulatory determination by a Governmental Authority of competent jurisdiction. Barrel. 42 Gallons at 60 degrees Fahrenheit and zero gauge pressure. Business Day. Any calendar Day on which commercial banks in Houston, Texas are open for business. CDP. A central delivery point at which Producer aggregates volumes of Crude Oil produced from one or more Wells that will be connected to the Gathering System in accordance with this Agreement, including the Planned CDPs. Central Processing Facility. The Crude Oil processing facility, together with any related stabilization, blending, storage and Delivery Point facilities, to be installed and constructed by Gatherer and located in Section 35, T151N R98W, McKenzie County, North Dakota. Completion Deadline. As defined in Section 3.3(b). Confidential Information. As defined in Section 17.6(a). Conflicting Dedication. Any gathering, stabilization, blending or storage agreement or other commitment or arrangement that would require Dedicated Crude Oil to be gathered, stabilized, blended or stored on any gathering system or in any other facilities other than the Gathering System. Connection Notice. As defined in Section 3.3(b). Contract Year. Each of (a) the period from the Effective Date through December 31, 2017, (b) the period from January 1, 2018 through December 31, 2018 and (c) each period of 12 consecutive Months thereafter. Control. Possessing the power to direct or cause the direction of the management and policies of a Person, whether through ownership, by contract or otherwise. Notwithstanding the foregoing, any Person shall be deemed to control any specified Person if such Person owns SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH BRACKETS AND THREE ASTERISKS [***] 50% or more of the voting securities of the specified Person, or if the specified Person owns 50% or more of the voting securities of such Person, or if 50% or more of the voting securities of the specified Person and such Person are under common control. Controlled and Controls shall have correlative meanings. Crude Oil. Any mixture of hydrocarbons that is produced from an oil and gas well as a liquid and remains liquid at atmospheric pressure. Crude Oil Quality Specifications. As defined in Section 9.1. Day. A period commencing at 7:00 a.m., Central Standard Time, on a calendar day and ending at 7:00 a.m., Central Standard Time, on the next succeeding calendar day. Daily shall have the correlative meaning. Dedicated Acreage. The area identified on Exhibit A. Dedicated Crude Oil. All Crude Oil produced on or after the Effective Date (except for the Crude Oil produced from the Excluded Wells) that Producer has the right to control and deliver for gathering and that is attributable to any Dedicated Property and is produced through a Well from an Agreed Formation. Dedicated Properties. All Interests now owned or hereafter acquired by Producer and located wholly within the Dedicated Acreage. Delivery Point(s). The point of interconnection between the Gathering System and the inlet valve of the measurement facilities at the Services Wild Basin Transportation System (organization) values">Oasis Midstream Services Wild Basin Transportation System located in the northwest corner of Section 35, T151N R98W, Mc

Definitions from Services Agreement

This SERVICES AGREEMENT (this Agreement) is made and entered into as of December 19,2014, by and between TEREX CORPORATION, a Delaware corporation (Terex), and A.S.V., INC. a Minnesota corporation (A.S.V.). Terex and A.S.V. are each referred to individually as Party and collectively as the Parties. Capitalized terms not otherwise defined herein are used as defined in Section 9.

Definitions. Certain terms, when used in this Agreement with initial capital letters, have the meanings given to such terms below. Capitalized terms used but not expressly defined in this Agreement have the meanings given such terms in the Purchase Agreement. Closing Date means the date of this Agreement. Costs means the sum of Direct Costs and Indirect Costs, plus the mark up agreed to by the Parties. Direct Costs means all of the Service Providers actual costs of labor (including, but not limited to, wages, bonuses, equity compensation, fringe benefits and employer taxes and contributions), and equipment and materials that are specifically attributable to the Services provided by the Service Provider under this Agreement (including allowances for the depreciation of equipment and other capital assets used in the performance of the Services, as reported in the Service Providers local records of account), but does not include extraordinary expenses or financing expenses (which means interest income or expense, but may include, if any, all exchange gains or losses and other financial costs). Indirect Costs means that portion of the Service Providers general and administrative expenses that are specifically allocated to the Services under this Agreement under any reasonable method agreed to by the Parties. Services means the following services and support to be provided to A.S.V. as set forth in Schedules 1 through 4 hereof. Service Provider means the entity providing the relevant Services. Service Recipient means the entity receiving the relevant Services. Service Schedule means each of the Schedules attached to this Agreement, as Schedule 1, Schedule 2, etc. that set forth the Services to be provided by the Service Provider to the Service Recipient and any future schedules setting forth services as agreed upon between the Parties.

Definitions from Transition Services Agreement

THIS TRANSITION SERVICES AGREEMENT dated November 8, 2016 (this Agreement), is between ConAgra Foods, Inc., a Delaware corporation (ConAgra), and Lamb Weston Holdings, Inc., a Delaware corporation (Lamb Weston). ConAgra and Lamb Weston are sometimes referred to herein individually as a Party, and collectively as the Parties.

Definitions. Unless otherwise defined herein, each capitalized term will have the meaning specified for such term in the Separation Agreement. As used in this Agreement: Additional Service has the meaning set forth in Section 2.2. Agreement has the meaning set forth in the Preamble. Authorized Representative means, for each Party, any of the individuals listed on Annex A under the name of such Party. Availed Party has the meaning set forth in Section 5.2(a). ConAgra has the meaning set forth in the Preamble. Eligible Services has the meaning set forth in Section 6.2(a). Extendable Service has the meaning set forth in Section 6.1(b). Fees means the fees for a particular Service as set forth on Annex B. Force Majeure Events has the meaning set forth in Section 3.5(b). Invoice has the meaning set forth in Section 4.3(a). Lamb Weston has the meaning set forth in the Preamble. Objection Notice has the meaning set forth in Section 4.4. Partial Termination has the meaning set forth in the Section 6.2(a). Party has the meaning set forth in the Preamble. Payment Due Date has the meaning set forth in Section 4.3(b). Safety and Security Policies has the meaning set forth in Section 5.2(a). Separation has the meaning set forth in the Recitals. Separation Agreement has the meaning set forth in the Recitals. Service Provider means ConAgra or any of its Subsidiaries providing a Service hereunder. Service Recipient means Lamb Weston or any of its Subsidiaries receiving a Service hereunder. Service Recipient Data means all of the data and information owned and provided solely by the Service Recipient, or created by the Service Provider solely on behalf, or for the benefit, of the Service Recipient (including any such data and information created by the Service Provider or the Service Recipient using the Service Providers computer systems or software) in relation to the provision of Services (organization) values">the Services. Service Term means the term for a particular Service as set forth on Annex B. Services means the Services generally described on Annex B and any other Service provided by ConAgra or any of its Subsidiaries pursuant to this Agreement. Systems has the meaning set forth in Section 5.2(a). Term has the meaning set forth in Section 6.1(a).

Definitions from Transition Services Agreement

THIS TRANSITION SERVICES AGREEMENT dated November 8, 2016 (this Agreement), is between ConAgra Foods, Inc., a Delaware corporation (ConAgra), and Lamb Weston Holdings, Inc., a Delaware corporation (Lamb Weston). ConAgra and Lamb Weston are sometimes referred to herein individually as a Party, and collectively as the Parties.

Definitions. Unless otherwise defined herein, each capitalized term will have the meaning specified for such term in the Separation Agreement. As used in this Agreement: Additional Service has the meaning set forth in Section 2.2. Agreement has the meaning set forth in the Preamble. Authorized Representative means, for each Party, any of the individuals listed on Annex A under the name of such Party. Availed Party has the meaning set forth in Section 5.2(a). ConAgra has the meaning set forth in the Preamble. Eligible Services has the meaning set forth in Section 6.2(a). Extendable Service has the meaning set forth in Section 6.1(b). Fees means the fees for a particular Service as set forth on Annex B. Force Majeure Events has the meaning set forth in Section 3.5(b). Invoice has the meaning set forth in Section 4.3(a). Lamb Weston has the meaning set forth in the Preamble. Objection Notice has the meaning set forth in Section 4.4. Partial Termination has the meaning set forth in the Section 6.2(a). Party has the meaning set forth in the Preamble. Payment Due Date has the meaning set forth in Section 4.3(b). Safety and Security Policies has the meaning set forth in Section 5.2(a). Separation has the meaning set forth in the Recitals. Separation Agreement has the meaning set forth in the Recitals. Service Provider means ConAgra or any of its Subsidiaries providing a Service hereunder. Service Recipient means Lamb Weston or any of its Subsidiaries receiving a Service hereunder. Service Recipient Data means all of the data and information owned and provided solely by the Service Recipient, or created by the Service Provider solely on behalf, or for the benefit, of the Service Recipient (including any such data and information created by the Service Provider or the Service Recipient using the Service Providers computer systems or software) in relation to the provision of Services (organization) values">the Services. Service Term means the term for a particular Service as set forth on Annex B. Services means the Services generally described on Annex B and any other Service provided by ConAgra or any of its Subsidiaries pursuant to this Agreement. Systems has the meaning set forth in Section 5.2(a). Term has the meaning set forth in Section 6.1(a).

Definitions from Transition Services Agreement

THIS TRANSITION SERVICES AGREEMENT dated [ ], 2016 (this Agreement), is between ConAgra Foods, Inc., a Delaware corporation (ConAgra), and Lamb Weston Holdings, Inc., a Delaware corporation (Lamb Weston). ConAgra and Lamb Weston are sometimes referred to herein individually as a Party, and collectively as the Parties.

Definitions. Unless otherwise defined herein, each capitalized term will have the meaning specified for such term in the Separation Agreement. As used in this Agreement: Additional Service has the meaning set forth in Section 2.2. Agreement has the meaning set forth in the Preamble. Authorized Representative means, for each Party, any of the individuals listed on Annex A under the name of such Party. Availed Party has the meaning set forth in Section 5.2(a). ConAgra has the meaning set forth in the Preamble. Eligible Services has the meaning set forth in Section 6.2(a). Extendable Service has the meaning set forth in Section 6.1(b). Fees means the fees for a particular Service as set forth on Annex B. Force Majeure Events has the meaning set forth in Section 3.5(b). Lamb Weston has the meaning set forth in the Preamble. Objection Notice has the meaning set forth in Section 4.4. Partial Termination has the meaning set forth in the Section 6.2(a). Party has the meaning set forth in the Preamble. Payment Due Date has the meaning set forth in Section 4.3(b). Safety and Security Policies has the meaning set forth in Section 5.2(a). Separation has the meaning set forth in the Recitals. Separation Agreement has the meaning set forth in the Recitals. Service Provider means ConAgra or any of its Subsidiaries providing a Service hereunder. Service Recipient means Lamb Weston or any of its Subsidiaries receiving a Service hereunder. Service Recipient Data means all of the data and information owned and provided solely by the Service Recipient, or created by the Service Provider solely on behalf, or for the benefit, of the Service Recipient (including any such data and information created by the Service Provider or the Service Recipient using the Service Providers computer systems or software) in relation to the provision of Services (organization) values">the Services. Service Term means the term for a particular Service as set forth on Annex B. Services means the Services generally described on Annex B and any other Service provided by ConAgra or any of its Subsidiaries pursuant to this Agreement. Systems has the meaning set forth in Section 5.2(a). Term has the meaning set forth in Section 6.1(a).

Definitions from Transition Services Agreement

This COMPUTER AND DATA PROCESSING TRANSITION SERVICES AGREEMENT (this Agreement) dated as of 29th day of April, 2016, is by and between CHSPSC, LLC, a Delaware limited liability company (CHSPSC), and QHCCS, LLC, a Delaware limited liability company (together with its successors and permitted assigns, hereinafter sometimes referred to as Customer).

Definitions. The following terms shall have the meanings set forth below: Additional Services. See the definition in Section 3(a). Affiliate. Any person or entity that Controls, is Controlled by or is under common Control with another person or entity. Business Associate Agreement or BAA. The Business Associate Agreement between CHSPSC and Customer dated April 29, 2016. Calculation Period. See the definition set forth in Section 2(h) below. CHS Entities. Collectively, Community Health Systems, Inc., a Delaware corporation (CHS), its successors (if any), and Affiliates of CHS that receive information technology services from CHSPSC. CHSPSC Software. The software listed in Schedule A hereto and identified as being owned by CHSPSC and any other software owned by CHSPSC that is used to provide any Services at any time during the Term, including Enhancements, upgrades and custom development to any of such software. CHSPSC Update. See definition in Section 3(c) below. Communication Lines. The telephone communication and diagnostic lines for data transmission with the Data Center and/or CHSPSC, whether dedicated or not. Consumer Price Index. All Items of the United States Consumer Price Index published by the United States Department of Labor, All Cities Average (1986=100) or such other successor index as the Parties shall agree in writing. Contract Entity. An Affiliate of Customer or an entity that is a party to a contractual relationship with Customer if the relationship involves more than providing information technology services (such as a party to a joint venture or a lease, management or general services arrangement with respect to a hospital or other entity that is not an Affiliate of Customer). The Contract Entities to receive Services (organization) values">the Services and/or license the Software are set forth in Schedule A to this Agreement, which Schedule may be amended from time to time as provided herein. Control. The ability, directly or indirectly, to elect a majority of the Board of Directors or similar governing body of an entity or to otherwise direct the management of the entity and/or the use of all or substantially all of its assets. This definition shall also apply to the terms Controlling and Controlled by. Cure Period. See the definition set forth in Section 11(c) below. Customer Data. See the definition set forth in Section 8(a) below. Customizations. See the definition set forth in Section 3(b) below. Data Center. The CHSPSC Data Center(s) located in Franklin, Tennessee and/or any of CHSPSCs Data Centers containing computer processing equipment and the Software used by CHSPSC to provide the Services, or such other facilities as CHSPSC may establish from time to time. Divested Facility. See definition in Section 12(d). Documentation. The description of how to use the Services and their functionality and the related security policies and procedures with respect to the Services as most recently updated by CHSPSC pursuant to this Agreement. Effective Date. April 29, 2016. Equipment. The computer hardware located at the Facilities and, to the extent used in connection with the Services, the computer hardware located at any Affiliate or Contract Entity. Facility/Facilities. The hospitals and other healthcare providers that are Affiliates of Customer or are owned by Customer or Affiliates of Customer. The Facilities to receive the Services and/or license the Software are set forth in Schedule A to this Agreement, which Schedule may be amended from time to time as provided herein.

Definitions from Transition Services Agreement

THIS TRANSITION SERVICES AGREEMENT dated June 30, 2015 (this Agreement), is between TriMas Corporation, a Delaware corporation (TriMas), and Horizon Global Corporation, a Delaware corporation (Horizon). TriMas and Horizon are sometimes referred to herein individually as a Party, and collectively as the Parties.

Definitions. Unless otherwise defined herein, each capitalized term will have the meaning specified for such term in the Separation Agreement. As used in this Agreement: Additional Services means the Additional TriMas Services or the Additional Horizon Services, individually, or the Additional TriMas Services and the Additional Horizon Services, collectively, as the context may indicate. Any Services (organization) values">Additional Services provided pursuant to this Agreement will be deemed to be Services under this Agreement. Additional TriMas Service has the meaning set forth in Section 2.2(a). Additional Horizon Service has the meaning set forth in Section 2.2(b). Agreement has the meaning set forth in the Preamble. Authorized Representative means, for each Party, any of the individuals listed on Annex A under the name of such Party. Availed Party has the meaning set forth in Section 5.2(a). Fees means the fees for a particular Service as mutually agreed between the Parties. Force Majeure Events has the meaning set forth in Section 3.5(b). Horizon has the meaning set forth in the Preamble. Services (organization) values">Horizon Services means Services (organization) values">the Services mutually agreed between the Parties to be provided by Horizon or any of its Subsidiaries to TriMas and/or its Subsidiaries pursuant to this Agreement. Materials has the meaning set forth in Section 2.5(a). Partial Termination has the meaning set forth in the Section 6.3(a). Party has the meaning set forth in the Preamble. Payment Due Date has the meaning set forth in Section 4.4. Prime Rate has the meaning set forth in Section 4.4. Safety and Security Policies has the meaning set forth in Section 5.2(a). Separation has the meaning set forth in the Recitals. Separation Agreement has the meaning set forth in the Recitals. Service Provider means (a) in the case of Services (organization) values">TriMas Services, TriMas or any of its Subsidiaries providing a TriMas Service hereunder, or (b) in the case of Horizon Services, Horizon or any of its Subsidiaries providing a Horizon Service hereunder. Service Recipient means (a) in the case of TriMas Services, Horizon or any of its Subsidiaries receiving a TriMas Service hereunder, or (b) in the case of Horizon Services, TriMas or any of its Subsidiaries receiving a Horizon Service. Service Recipient Data means all of the data and information owned and provided solely by the Service Recipient, or created by the Service Provider solely on behalf, or for the benefit, of the Service Recipient (including any such data and information created by the Service Provider or the Service Recipient using the Service Providers computer systems or software) in relation to the provision of the Services. Service Term means the term for a particular Service as mutually agreed between the Parties. Services means the TriMas Services or the Horizon Services, individually, or the TriMas Services and the Horizon Services, collectively, as the context may indicate. Systems has the meaning set forth in Section 5.2(a). Term has the meaning set forth in Section 6.1. Term Extension has the meaning set forth in Section 6.2. TriMas has the meaning set forth in the Preamble. TriMas Services means the Services mutually agreed between the Parties to be provided by TriMas or any of its Subsidiaries to Horizon and/or its Subsidiaries pursuant to this Agreement.