State Uses in Definitions Clause

Definitions from Credit Agreement

This Credit Agreement, dated as of June 20, 2017 (as amended, restated, supplemented or otherwise modified from time to time, this Agreement), is among Regional Management Receivables II, LLC, a Delaware limited liability company, as borrower (the Borrower), Regional Management Corp., a Delaware corporation (Regional Management), as servicer (the Servicer), the lenders from time to time parties hereto (the Lenders), the agents for the Lender Groups (as defined herein) from time to time parties hereto (the Agents), Wells Fargo Bank, National Association (Wells Fargo Bank), as administrative agent for the Lenders (in such capacity, the Administrative Agent), Credit Suisse AG, New York Branch, as structuring and syndication agent (in such capacity, the Structuring and Syndication Agent), and Wells Fargo Bank, acting through its Corporate Trust Services division, as account bank (in such capacity, the Account Bank), Image File Custodian (in such capacity, the Image File Custodian) and back

Definitions. Whenever used herein, unless the context otherwise requires, the following words and phrases shall have the following meanings: Account Bank means a Qualified Institution approved by the Administrative Agent that is holding the Accounts, which initially shall be Wells Fargo Bank. Account Bank Fee means $2,000 per month. Account Collateral means the Accounts, together with all cash, securities, financial assets (as defined in Section 8-102(a)(9) of the UCC) and investments and other property from time to time deposited or credited to the Collection Account and the Reserve Account and all proceeds thereof. Account Control Agreement means the Account Control Agreement relating to the Accounts, dated as of the Closing Date, among the Borrower, the Servicer, the Administrative Agent and the Account Bank. Accounts mean the Collection Account and the Reserve Account. Additional Amount has the meaning given to such term in Section 2.14(a). Additional Deposit Accounts mean the deposit accounts governed by the Wells Fargo Deposit Account Control Agreement. Administrative Agent has the meaning given to such term in the Preamble. Advisors means accountants, attorneys, consultants, advisors, credit enhancers, liquidity providers and Persons similar to the foregoing and the respective directors, officers, employees and managers of each of the foregoing. Affected Party means the Administrative Agent, any Lender, any Credit Provider or any of their respective Affiliates. Affiliate means, with respect to a Person, any other Person controlling, controlled by or under common control with such Person. For purposes of this definition, control when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling or controlled have meanings correlative to the foregoing. Agent means the agent for a particular Lender Group and Agents means all agents for all Lender Groups. Aggregate Commitment means, as of any day, the sum of the Class A Aggregate Commitment and the Class B Aggregate Commitment. Aggregate Unpaids means, as of any date, an amount equal to the sum of (without duplication) (i) the Loans Outstanding, (ii) all accrued but unpaid Interest and (iii) all Unused Commitment Fees, Hedge Breakage Costs and other Obligations owed (whether due or accrued) by the Borrower to the Secured Parties, the Administrative Agent, the Backup Servicer, the Image File Custodian, the Account Bank and the Third Party Allocation Agent under this Agreement and the other Basic Documents. Agreement has the meaning given to such term in the Preamble. Alternative Rate means, with respect to any Loan and an Interest Period, an interest rate per annum equal to LIBOR; provided, however, that the Alternative Rate shall be the Base Rate if at the time such rate is selected the relevant Lender has notified the Administrative Agent that a LIBOR Disruption Event has occurred. Amortization Period means the period commencing on the Revolving Period Termination Date and ending on the day on which the Loans Outstanding are reduced to zero and all other Aggregate Unpaids have been paid in full. Annual Percentage Rate or APR means, with respect to a Receivable, the rate per annum of finance charges stated in such Receivable as the annual percentage rate (within the meaning of the Federal Truth-in-Lending Act). If, after the Closing Date, the rate per annum with respect to a Receivable as of the related Cutoff Date is reduced (i) as a result of an Insolvency Proceeding involving the related Obligor or (ii) pursuant to the Servicemembers Civil Relief Act or similar State law, Annual Percentage Rate or APR shall refer to such reduced rate. Annualized Charge-off Ratio means, with respect to any Determination Date and the related Collection Period, the product of (i) 12 and (ii) the percentage equivalent of a fraction, (a) the numerator of which is the aggregate outstanding Principal Balance (determined for this purpose, with respect to any Defaulted Receivable, as if such Receivable was not a Defaulted Receivable) of all Receivables that have become Defaulted Receivables during such Collection Period and (b) the denominator of which is the Eligible Receivables Principal Balance as of the first day of such Collection Period. Anti-Corruption Laws means the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, the Canadian Corruption of Foreign Public Officials Act or any other law, rule, or regulation of any jurisdiction applicable to each of the Borrower, the Servicer and their respective Affiliates from time to time concerning or relating to bribery or corruption. Anti-Money Laundering Laws means applicable laws or regulations in any jurisdiction in which each of the Borrower, the Servicer and their respective Affiliates is located or doing business that relates to money laundering, any predic

DEFINITIONS from Tax Matters Agreement

This Tax Matters Agreement (the Agreement), dated as of May 31, 2017, is by and among TEGNA Inc., a Delaware corporation (Parent), and Cars.com Inc., a Delaware corporation (SpinCo), and all of its direct and indirect Subsidiaries (SpinCo and its present and future Subsidiaries shall be collectively referred to herein as the SpinCo Entities).

DEFINITIONS. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and the plural forms of the terms defined), and capitalized terms used but not defined herein shall have the meaning ascribed to them in the Separation Agreement: Active Trade or Business means the active conduct (as defined in Section 355(b)(2) of the Code and the regulations thereunder) by SpinCo and its separate affiliated group (as defined in Section 355(b)(3)(B) of the Code) of the SpinCo Business as conducted immediately prior to the Distribution. Affiliate means, with respect to any specified person, a person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the specified person. Board Certificate has the meaning set forth in Section 8.02(d). Code means the Internal Revenue Code of 1986, as amended. Consolidated Group means the affiliated group of corporations (within the meaning of Section 1504 of the Code) of which Parent is the common parent for any Pre-Closing Tax Period (and any successor group) or, where the context requires, any analogous provision of applicable State law. Contribution has the meaning set forth in the Separation Agreement. Distribution has the meaning set forth in the Separation Agreement. Distribution Date means the date of the Distribution. e-mail has the meaning set forth in Section 9.03. Extraordinary Transaction means any action that is not in the Ordinary Course of Business, but shall not include any action described in the Separation Agreement or any Ancillary Agreement or that is undertaken pursuant to the Contribution or the Distribution. Fifty-Percent or Greater Interest shall have the meaning ascribed to such term for purposes of Sections 355(d) and (e) of the Code. Filing Date has the meaning set forth in Section 8.04(d). Final Determination means the final resolution of liability for any Tax with respect to a taxable period (i) by Internal Revenue Service Form 870 or 870-AD (or any successor forms thereto), on the date of acceptance by or on behalf of the IRS, or by a comparable form under the laws of other jurisdictions; except that a Form 870 or 870-AD or comparable form that reserves (whether by its terms or by operation of the law) the right of the taxpayer to file a claim for a refund and/or the right of the Taxing Authority to assert a further deficiency shall not constitute a Final Determination; (ii) by a decision, judgment, decree, or other order by a court of competent jurisdiction, which has become final and may not be appealed; (iii) by a closing agreement or accepted offer in compromise under Section 7121 or 7122 of the Code, or comparable agreements under the laws of other jurisdictions; (iv) by any allowance of a refund or credit in respect of an overpayment of Tax, but only after the expiration of all periods during which such refund may be recovered (including by way of offset) by the Taxing Authority jurisdiction; or (v) by any other final disposition, including by reason of the expiration of the applicable statute of limitations. Foreign Taxes means any Taxes imposed by any foreign country or any possession of the States (location) values">United States, or by any political subdivision of any foreign country or United States possession that are imposed on, allocated or attributable to or incurred or payable by the SpinCo Business or the SpinCo Entities and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing. Income Taxes means any Taxes based upon or measured by net income, including state and local franchise or similar Taxes measured by net income, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing. IRS means the U.S. Internal Revenue Service. Member has the meaning ascribed to such term in Treasury Regulation Section l.1502-1(b). Mixed Tax Controversy has the meaning set forth in Section 7.01(c). Notified Action has the meaning set forth in Section 8.03(a). Ordinary Course of Business means an action taken by a Person only if such action is taken in the ordinary course of the normal day-to-day operations of such Person. Parent Entity means Parent and its Affiliates, as determined immediately after the Separation. Person means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof, without regard to whether any entity is treated as disregarded for U.S. federal income tax purposes. Plan of Reorganization has the meaning set forth in the Separation Agreement. Post-Closing Tax Period means any taxable period beginning after the Distribution Date and, with respect to a taxable period that begins on or before such date and ends thereafter, the portion of such taxable period beginn

DEFINITIONS from Tax Matters Agreement

This Tax Matters Agreement (the Agreement), dated as of May 31, 2017, is by and among TEGNA Inc., a Delaware corporation (Parent), and Cars.com Inc., a Delaware corporation (SpinCo), and all of its direct and indirect Subsidiaries (SpinCo and its present and future Subsidiaries shall be collectively referred to herein as the SpinCo Entities).

DEFINITIONS. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and the plural forms of the terms defined), and capitalized terms used but not defined herein shall have the meaning ascribed to them in the Separation Agreement: Active Trade or Business means the active conduct (as defined in Section 355(b)(2) of the Code and the regulations thereunder) by SpinCo and its separate affiliated group (as defined in Section 355(b)(3)(B) of the Code) of the SpinCo Business as conducted immediately prior to the Distribution. Affiliate means, with respect to any specified person, a person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the specified person. Board Certificate has the meaning set forth in Section 8.02(d). Code means the Internal Revenue Code of 1986, as amended. Consolidated Group means the affiliated group of corporations (within the meaning of Section 1504 of the Code) of which Parent is the common parent for any Pre-Closing Tax Period (and any successor group) or, where the context requires, any analogous provision of applicable State law. Contribution has the meaning set forth in the Separation Agreement. Distribution has the meaning set forth in the Separation Agreement. Distribution Date means the date of the Distribution. e-mail has the meaning set forth in Section 9.03. Extraordinary Transaction means any action that is not in the Ordinary Course of Business, but shall not include any action described in the Separation Agreement or any Ancillary Agreement or that is undertaken pursuant to the Contribution or the Distribution. Fifty-Percent or Greater Interest shall have the meaning ascribed to such term for purposes of Sections 355(d) and (e) of the Code. Filing Date has the meaning set forth in Section 8.04(d). Final Determination means the final resolution of liability for any Tax with respect to a taxable period (i) by Internal Revenue Service Form 870 or 870-AD (or any successor forms thereto), on the date of acceptance by or on behalf of the IRS, or by a comparable form under the laws of other jurisdictions; except that a Form 870 or 870-AD or comparable form that reserves (whether by its terms or by operation of the law) the right of the taxpayer to file a claim for a refund and/or the right of the Taxing Authority to assert a further deficiency shall not constitute a Final Determination; (ii) by a decision, judgment, decree, or other order by a court of competent jurisdiction, which has become final and may not be appealed; (iii) by a closing agreement or accepted offer in compromise under Section 7121 or 7122 of the Code, or comparable agreements under the laws of other jurisdictions; (iv) by any allowance of a refund or credit in respect of an overpayment of Tax, but only after the expiration of all periods during which such refund may be recovered (including by way of offset) by the Taxing Authority jurisdiction; or (v) by any other final disposition, including by reason of the expiration of the applicable statute of limitations. Foreign Taxes means any Taxes imposed by any foreign country or any possession of the States (location) values">United States, or by any political subdivision of any foreign country or United States possession that are imposed on, allocated or attributable to or incurred or payable by the SpinCo Business or the SpinCo Entities and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing. Income Taxes means any Taxes based upon or measured by net income, including state and local franchise or similar Taxes measured by net income, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing. IRS means the U.S. Internal Revenue Service. Member has the meaning ascribed to such term in Treasury Regulation Section l.1502-1(b). Mixed Tax Controversy has the meaning set forth in Section 7.01(c). Notified Action has the meaning set forth in Section 8.03(a). Ordinary Course of Business means an action taken by a Person only if such action is taken in the ordinary course of the normal day-to-day operations of such Person. Parent Entity means Parent and its Affiliates, as determined immediately after the Separation. Person means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof, without regard to whether any entity is treated as disregarded for U.S. federal income tax purposes. Plan of Reorganization has the meaning set forth in the Separation Agreement. Post-Closing Tax Period means any taxable period beginning after the Distribution Date and, with respect to a taxable period that begins on or before such date and ends thereafter, the portion of such taxable period beginn

DEFINITIONS from Severance Plan

Amendment and Restatement of the Plan. Neenah Paper, Inc. (the "Company") hereby amends and restates this severance plan for its Eligible Employees, to be known as the Neenah Executive Severance Plan (formerly known as the Neenah Paper Executive Severance Plan) (the "Plan"), as set forth in this document.

DEFINITIONS. As used in this Plan, the following terms shall have the following respective meanings:2.1Accounting Firm. Deloitte & Touche LLP or such other certified public accounting firm designated by the Company.2.2Affiliate. The Company and any company, person, or organization which, on the date of determination, (A) is a member of a controlled group of corporations (as defined in Code section 414(b)) which includes the Company; (B) is a trade or business (whether or not incorporated) which controls, is controlled by or is under common control with (within the meaning of Code section 414(c)) the Company; (C) is a member of an affiliated service group (as defined in Code section 414(m)) which includes the Company; or (D) is otherwise required to be aggregated with the Company pursuant to Code section 414(o) and regulations promulgated thereunder.2.3Base Salary. The base salary of an Eligible Employee at his or her stated rate on his or her Qualified Termination of Employment without regard to any reduction prior to the Qualified Termination of Employment that was the basis for a Good Reason resignation. Base Salary does not include overtime pay or other remuneration. The method of determining an Eligible Employee's Base Salary shall be determined by the Plan Administrative Committee in the event of any question related to Base Salary.2.4Board. The Board of Directors of the Company.2.5Cause. A Participant engaging in any of the following activities:(A)Willful failure to perform his duties and responsibilities;(B)Embezzlement, fraud, or misappropriation against or with respect to the Company, its Affiliates and/or their assets;(C)Conviction of a felony charge or a plea of guilty or nolo contendre to a felony charge under State or Federal law or discovery by the Employer of such a conviction or plea that occurred within the last ten (10) years and was not previously disclosed to the Employer; (D)Reporting to work under the influence of or while possessing in his body or person illegal drugs or other intoxicants in any amount consistent with a Company or Affiliate policy;(E)Reporting to work or performing work legally impaired by alcohol or under the influence of drugs or other intoxicants, including failure or refusal to take a test as required by a Company or Affiliate policy; provided, however, the Employee can use over the counter or prescription drugs according to the direction for use for such medication provided that the Employee is able to safely and effectively perform his job;(F)Unlawful trading in the securities of any corporation (including the Company) based on information gained as a result of the Participant's performance of services for the Company or an Affiliate;(G)Violation of any of the corporate policies, work rules or standards of the Company or an Affiliate, including but not limited to the Code of Conduct, sexual harassment policy and insider trading policy, or violation of any applicable statute, regulation, or rule, or provision of any applicable code of professional ethics; or(H)Willful disclosure to unauthorized persons of confidential information or trade secrets of the Company or an Affiliate, other than reporting any violation, or suspected violation, of any State or Federal law to the appropriate governmental agency, including, without limitation, reporting any violation of any securities laws to the Securities and Exchange Commission or disclosure in the context of an investigation or proceeding conducted by any government agency against the Company or any Affiliate, including, without limitation, for retaliation for reporting any violation, or suspected violation, of any State or Federal law. 2.6Change of Control. Any of the following events: (A)Acquisition of Substantial Percentage. The acquisition by any Person of beneficial ownership of thirty percent (30%) or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of this Section, the following acquisitions shall not constitute a Change of Control: (i) any acquisition by a Person who on December 1, 2004 is the beneficial owner of thirty percent (30%) or more of the Outstanding Company Voting Securities, (ii) any acquisition directly from the Company, including without limitation, a public offering of securities, (iii) any acquisition by the Company, (iv) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Affiliates, or (v) any acquisition by any corporation pursuant to a transaction which complies with subparagraphs (i), (ii), and (iii) of Section 2.6(C) hereof; (B)Change in Majority of Board Members. During any period of two consecutive years, individuals who at the beginning of such period constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the

Definitions from Transfer Agreement

This ENTITLEMENT TRANSFER AGREEMENT (as amended from time to time in accordance herewith, this Agreement) is made as of December 6, 2016 (the Effective Date) by and between CPHP Development Co., LLC, a Delaware limited liability company (CPHP), and The Shipyard Communities, LLC, a Delaware limited liability company (TSC).

Definitions. $ is defined in Section 5.3. Affiliate means, with respect to any specified Person, any other Person that, directly or indirectly through one (1) or more intermediaries, Controls, is Controlled by or is under Common Control with such specified Person. For purposes of this Agreement, TSC and CPDC, on the one hand, and CPHP and HPS, on the other, shall not be deemed to be an Affiliate of the other, respectively. Agency is defined in the Recitals. Agreement is defined in the preamble to this Agreement. Applicable Laws means all federal, state and local laws, regulations, codes, ordinances, requirements and regulations applicable to the relevant subject matter. Approve means the prior written consent of a Party or other applicable Person to the matter presented, which, in the case of the Parties, shall not be unreasonably withheld, conditioned or delayed unless otherwise expressly set forth in this Agreement. Approval, Approved and other variations of Approve have correlative meanings. Block 6aS, 8aS and 9aS means the real property that is the subject of the Block 6aS, 8aS and 9aS PSA, as more particularly described therein. Block 6aS, 8aS and 9aS Developer means CP Vertical Development Co. 1, LLC, a Delaware limited liability company and a wholly owned subsidiary of CPHP, or its permitted successor and assign under the Block 6aS, 8aS and 9aS PSA. Block 6aS, 8aS and 9aS PSA means that certain Purchase and Sale Agreement and Joint Escrow Instructions (Candlestick Buildings), dated as of May 2, 2016, by and between Block 6aS, 8aS and 9aS Developer, as buyer, and CPDC, as Seller, as amended on or about the date hereof and as the same may be further amended from time to time. Business Day means a day other than a Saturday, Sunday or holiday recognized by federally insured banks in the State of California (location) values">State of California. BVHP Redevelopment Plan means that certain Redevelopment Plan for the Bayview Hunters Point Redevelopment Project, approved and adopted by the Board of Supervisors by ordinance number 25-69 on January 20, 1969, as amended by the Board of Supervisors by ordinance numbers 280-70 on August 24, 1970, 475-86 on December 1, 1986, 417-94 on December 12, 1994, 113-06 on June 1, 2006, and 210-10 on August 3, 2010, and as the same may be further amended from time to time. City means, as the context requires, (i) the City and County of San Francisco, a charter city of the State, or (ii) the territorial jurisdiction of the foregoing. Claim means any and all demands, actions, litigation, suits, arbitrations, mediations, investigations by Governmental Entities, disputes, controversies or similar claims, whether or not made by third parties or arising out of events affecting third parties. Common Control means that two or more Persons are Controlled by the same other Person. Consolidated Approvals is defined in Section 2.2.3. Control means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. The possession, directly or indirectly, by another Person of a right to directly or indirectly approve or consent to (or otherwise restrict) certain business or affairs of such Person through major decision rights or similar protective approval rights shall not, in and of itself, constitute or indicate Control, nor shall a Person be deemed not to possess Control solely because another Person possesses, directly or indirectly, such major decision rights or similar protective approval rights with respect to such Person. Controlled and Controlling have correlative meanings. CPDC is defined in the Recitals. CPHP is defined in the preamble to this Agreement and includes its permitted successors and assigns hereunder. CP/HPS2 DDA is defined in the Recitals. CP/HPS2 Project is defined in the Recitals. CP/HPS2 Project Amendments is defined in Section 2.2.3. DDA Amendments is defined in Section 2.2.1. dollars is defined in Section 5.3. Effective Date is defined in the preamble to this Agreement. Entitlement Transfer is defined in the Recitals. Entitlement Transfer Amendments is defined in Section 2.2.1. Entitlement Transfer Approval Process is defined in Section 2.2.1. Entitlement Transfer Costs is defined in Section 2.3. Entity means any corporation, firm, partnership, limited liability company, limited partnership, association, joint venture, or any similar entity. Excess Entitlements is defined in the Recitals. Excess Retail Space is defined in the Recitals. Excess Units is defined in the Recitals. Governmental Approvals means Approvals from all Governmental Entities required in order to effectuate the Entitlement Transfer, including Approvals from all required Governmental Entities of the Entitlement Transfer Amendments (and execution and delivery of same by such Governmental Entities, as applicable), and the expiration of any relevant challenge and appeal period

Definitions from Patent License Agreement

This Patent License Agreement (Agreement) is between The Board of Regents of The University of Texas System, an agency of the State of Texas, whose address is 201 West 7th Street, Austin, Texas 78701, on behalf of The University of Texas Southwestern Medical Center, a component institution of The University of Texas System (Licensor) and arGEN-X BV, a Dutch corporation, with its principal place of business at Dr Molewaterplein 50, 3015 GE Rotterdam, The Netherlands (Licensee) (collectively, Parties, or singly, Party).

Definitions. Affiliate means any business entity more than 50% owned by Licensee, any business entity which owns more than 50% of Licensee, or any business entity that is more than 50% owned by a business entity that owns more than 50% of Licensee. Contract Quarter means the three-month periods ending on March 31, June 30, Sept. 30, Dec. 31, or any stub period thereof at the commencement of the Agreement or the expiration or termination of the Agreement. Contract Year means the 12-month periods ending on December 31, or any stub period thereof at the commencement of the Agreement or the expiration or termination of the Agreement. Fair Market Value means the cash consideration an unaffiliated, unrelated buyer would pay in an arms length sale of a substantially identical item sold in the same quantity, under the same terms, and at the same time and place. Field means all uses. Government means any agency, department or other unit of the States of America (location) values">United States of America or the State of Texas. [...***...] *Confidential Information, indicated by [...***...], has been omitted from this filing and filed separately with the U.S. Securities and Exchange Commission. Licensed Product means any product or component whose manufacture, use, sale or offer for sale is covered by any Valid Claim. Milestone Fees means all fees identified as Milestone Fees in Section 3.1(b). Net Product Sales means the [...***...]. Non-Royalty Sublicensing Consideration means [...***...]. Patent Rights means the Licensors rights in: (a) the patents and patent applications listed in Exhibit A to the Agreement; (b) all non-provisional patent applications that claim priority to any of the provisional applications listed in Exhibit A to the extent the claims of such non-provisional applications are entitled to claim priority to such provisional applications; (c) all divisionals, continuations and continuations-in-part of the patent applications identified in (a) and (b), above to the extent that claims of such continuations-in-part are entitled to claim priority to at least one of the patent applications identified in (a) or (b), above; (d) all reissues, reexaminations, extensions, and foreign counterparts of any of the patents or patent applications identified in (a), (b) or (c), above; and (e) any patents that issue with respect to any of the patent applications listed in (a), (b) , (c) or (d), above and all extensions and supplementary protection certificates relating to any of the foregoing. From time to time during the term of the Agreement, upon written agreement by both Parties, Licensee and Licensor shall update the list of all patent applications and patents within the Patent Rights. Prosecution Counsel means the law firm or attorney who is handling the prosecution of the Patent Rights. Prosecution Counsel as of the Effective Date is identified in Exhibit A to the Agreement. Quarterly Payment Deadline means the day that is 45 days after the last day of any particular Contract Quarter. Sell, Sale or Sold means any transfer or other disposition of Licensed Products for which consideration is received by Licensee, its Affiliates or Sublicensees. A Sale of Licensed Products will be deemed completed at the time Licensee or its Affiliate or its Sublicensee receives such consideration. *Confidential Information, indicated by [...***...], has been omitted from this filing and filed separately with the U.S. Securities and Exchange Commission.

Definitions from Patent License Agreement

This Patent License Agreement (Agreement) is between The Board of Regents of The University of Texas System, an agency of the State of Texas, whose address is 201 West 7th Street, Austin, Texas 78701, on behalf of The University of Texas Southwestern Medical Center, a component institution of The University of Texas System (Licensor) and arGEN-X BV, a Dutch corporation, with its principal place of business at Dr Molewaterplein 50, 3015 GE Rotterdam, The Netherlands (Licensee) (collectively, Parties, or singly, Party).

Definitions. Affiliate means any business entity more than 50% owned by Licensee, any business entity which owns more than 50% of Licensee, or any business entity that is more than 50% owned by a business entity that owns more than 50% of Licensee. Contract Quarter means the three-month periods ending on March 31, June 30, Sept. 30, Dec. 31, or any stub period thereof at the commencement of the Agreement or the expiration or termination of the Agreement. Contract Year means the 12-month periods ending on December 31, or any stub period thereof at the commencement of the Agreement or the expiration or termination of the Agreement. Fair Market Value means the cash consideration an unaffiliated, unrelated buyer would pay in an arms length sale of a substantially identical item sold in the same quantity, under the same terms, and at the same time and place. Field means all uses. Government means any agency, department or other unit of the States of America (location) values">United States of America or the State of Texas. [...***...] *Confidential Information, indicated by [...***...], has been omitted from this filing and filed separately with the U.S. Securities and Exchange Commission. Licensed Product means any product or component whose manufacture, use, sale or offer for sale is covered by any Valid Claim. Milestone Fees means all fees identified as Milestone Fees in Section 3.1(b). Net Product Sales means the [...***...]. Non-Royalty Sublicensing Consideration means [...***...]. Patent Rights means the Licensors rights in: (a) the patents and patent applications listed in Exhibit A to the Agreement; (b) all non-provisional patent applications that claim priority to any of the provisional applications listed in Exhibit A to the extent the claims of such non-provisional applications are entitled to claim priority to such provisional applications; (c) all divisionals, continuations and continuations-in-part of the patent applications identified in (a) and (b), above to the extent that claims of such continuations-in-part are entitled to claim priority to at least one of the patent applications identified in (a) or (b), above; (d) all reissues, reexaminations, extensions, and foreign counterparts of any of the patents or patent applications identified in (a), (b) or (c), above; and (e) any patents that issue with respect to any of the patent applications listed in (a), (b) , (c) or (d), above and all extensions and supplementary protection certificates relating to any of the foregoing. From time to time during the term of the Agreement, upon written agreement by both Parties, Licensee and Licensor shall update the list of all patent applications and patents within the Patent Rights. Prosecution Counsel means the law firm or attorney who is handling the prosecution of the Patent Rights. Prosecution Counsel as of the Effective Date is identified in Exhibit A to the Agreement. Quarterly Payment Deadline means the day that is 45 days after the last day of any particular Contract Quarter. Sell, Sale or Sold means any transfer or other disposition of Licensed Products for which consideration is received by Licensee, its Affiliates or Sublicensees. A Sale of Licensed Products will be deemed completed at the time Licensee or its Affiliate or its Sublicensee receives such consideration. *Confidential Information, indicated by [...***...], has been omitted from this filing and filed separately with the U.S. Securities and Exchange Commission.

Definitions from Securities Purchase Agreement

This Securities Purchase Agreement (this Agreement) is dated as of March 15, 2017, between CareDx, Inc., a Delaware corporation (the Company), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a Purchaser and collectively, the Purchasers).

Definitions. In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Debentures (as defined herein), and (b) the following terms have the meanings set forth in this Section 1.1: Account Control Agreement(s) means any agreement entered into by and among Agent, Company or any Subsidiary and a third party bank or other institution (including a securities intermediary) in which Company or any Subsidiary maintains a deposit account or an account holding investment property and which grants Agent a perfected first priority security interest in the subject account or accounts. Action shall have the meaning assigned to such term in Section 3.1(j). Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act. Agent means JGB Collateral, LLC, a Delaware limited liability company. Allenex means Allenex AB and its Subsidiaries. Allenex Vendors means FastPartner AB, Midroc AB, Xenella Holding AB and Mohammed Al Amoudi and the Affiliates of each of the foregoing. BHCA shall have the meaning assigned to such term in Section 3.1(oo). Board of Directors means the board of directors of the Company. Business Day means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the States (location) values">United States or any day on which banking institutions in the State of New York or the State of California are authorized or required by law or other governmental action to close. Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1. Closing Date means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers obligations to pay the Subscription Amount, and (ii) the Companys obligations to deliver the Securities, in each case, have been satisfied or waived. Collateral shall have the meaning assigned to such term in the Security Agreement. Commission means the States Securities and Exchange Commission (organization) values">United States Securities and Exchange Commission. Common Stock means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed. Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. Company Counsel means Paul Hastings LLP (or other outside counsel to the Company reasonably acceptable to the Purchasers). Debenture Shares shall have the meaning assigned to such term in the Debentures. Debentures means the 9.5% Original Issue Discount Senior Secured Debentures due, subject to the terms therein, February 28, 2020, issued by the Company to the Purchasers hereunder, in the form of Exhibit A attached hereto. Disclosure Schedules means the Disclosure Schedules delivered by the Company concurrently with the execution and delivery of this Agreement. Disqualification Event shall have the meaning assigned to such term in Section 3.1(rr). Environmental Laws means all federal, state, local or international laws, statutes, rules, regulations, codes, directives, treaties, requirements, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, natural resources, Hazardous Material or health and safety matters. Evaluation Date shall have the meaning assigned to such term in Section 3.1(s). Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. FCPA means the Foreign Corrupt Practices Act of 1977, as amended. FDA shall have the meaning assigned to such term in Section 3.1(p). FDCA shall have the meaning assigned to such term in Section 3.1(p). Federal Reserve shall have the meaning assigned to such term in Section 3.1(oo). GAAP shall have the meaning assigned to such term in Section 3.1(h). Governmental Authority means any national, supranational, federal, state, county, provincial, local, municipal or other government or political subdivision thereof (including any regulatory authority), whether domestic or foreign, and any agency, authority, commission, ministry, instrumentality, regulatory body, court, tribunal, arbitrator, central bank or other Person exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to any such government. Haynes and Boone means Hayne

DEFINITIONS from Tax Matters Agreement

This Tax Matters Agreement (the Agreement), dated as of [*], 2017, is by and among TEGNA Inc., a Delaware corporation (Parent), and Cars.com Inc., a Delaware corporation (SpinCo), and all of its direct and indirect Subsidiaries (SpinCo and its present and future Subsidiaries shall be collectively referred to herein as the SpinCo Entities).

DEFINITIONS. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and the plural forms of the terms defined), and capitalized terms used but not defined herein shall have the meaning ascribed to them in the Separation Agreement: Active Trade or Business means the active conduct (as defined in Section 355(b)(2) of the Code and the regulations thereunder) by SpinCo and its separate affiliated group (as defined in Section 355(b)(3)(B) of the Code) of the SpinCo Business as conducted immediately prior to the Distribution. Affiliate means, with respect to any specified person, a person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the specified person. Board Certificate has the meaning set forth in Section 8.02(d). Code means the Internal Revenue Code of 1986, as amended. Consolidated Group means the affiliated group of corporations (within the meaning of Section 1504 of the Code) of which Parent is the common parent for any Pre-Closing Tax Period (and any successor group) or, where the context requires, any analogous provision of applicable State law. Contribution has the meaning set forth in the Separation Agreement. Distribution has the meaning set forth in the Separation Agreement. Distribution Date means the date of the Distribution. e-mail has the meaning set forth in Section 9.03. Extraordinary Transaction means any action that is not in the Ordinary Course of Business, but shall not include any action described in the Separation Agreement or any Ancillary Agreement or that is undertaken pursuant to the Contribution or the Distribution. Fifty-Percent or Greater Interest shall have the meaning ascribed to such term for purposes of Sections 355(d) and (e) of the Code. Filing Date has the meaning set forth in Section 8.04(d). Final Determination means the final resolution of liability for any Tax with respect to a taxable period (i) by Internal Revenue Service Form 870 or 870-AD (or any successor forms thereto), on the date of acceptance by or on behalf of the IRS, or by a comparable form under the laws of other jurisdictions; except that a Form 870 or 870-AD or comparable form that reserves (whether by its terms or by operation of the law) the right of the taxpayer to file a claim for a refund and/or the right of the Taxing Authority to assert a further deficiency shall not constitute a Final Determination; (ii) by a decision, judgment, decree, or other order by a court of competent jurisdiction, which has become final and may not be appealed; (iii) by a closing agreement or accepted offer in compromise under Section 7121 or 7122 of the Code, or comparable agreements under the laws of other jurisdictions; (iv) by any allowance of a refund or credit in respect of an overpayment of Tax, but only after the expiration of all periods during which such refund may be recovered (including by way of offset) by the Taxing Authority jurisdiction; or (v) by any other final disposition, including by reason of the expiration of the applicable statute of limitations. Foreign Taxes means any Taxes imposed by any foreign country or any possession of the States (location) values">United States, or by any political subdivision of any foreign country or United States possession that are imposed on, allocated or attributable to or incurred or payable by the SpinCo Business or the SpinCo Entities and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing. Income Taxes means any Taxes based upon or measured by net income, including state and local franchise or similar Taxes measured by net income, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing. IRS means the U.S. Internal Revenue Service. Member has the meaning ascribed to such term in Treasury Regulation Section l.1502-1(b). Mixed Tax Controversy has the meaning set forth in Section 7.01(c). Notified Action has the meaning set forth in Section 8.03(a). Ordinary Course of Business means an action taken by a Person only if such action is taken in the ordinary course of the normal day-to-day operations of such Person. Parent Entity means Parent and its Affiliates, as determined immediately after the Separation. Person means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof, without regard to whether any entity is treated as disregarded for U.S. federal income tax purposes. Plan of Reorganization has the meaning set forth in the Separation Agreement. Post-Closing Tax Period means any taxable period beginning after the Distribution Date and, with respect to a taxable period that begins on or before such date and ends thereafter, the portion of such taxable period beginn

Definitions from Pooling and Servicing Agreement

THIRD AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT, dated as of May 29, 1991, as amended and restated as of October 5, 2001 and as further amended and restated as of August 9, 2011, and as further amended and restated as of November 10, 2016, between CITIBANK, N.A., a national banking association, Seller and Servicer and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, Trustee.

Definitions. Whenever used in this Agreement, the following words and phrases shall have the following meanings, and the definitions of such terms are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. 60+-Day Delinquency Rate shall mean, for any Due Period, the delinquency rate calculated as a ratio (expressed as a percentage) of the aggregate dollar amount of Receivables that are 60 or more days delinquent to the aggregate dollar amount of all of the Receivables, measured as of the end of such Due Period. AAA shall have the meaning specified in Section 2.12(b)(i). Account shall mean (a) each Initial Account, (b) each Additional Account (but only from and after the Addition Date with respect thereto), (c) each Related Account and (d) each Transferred Account, but shall exclude any Account all the Receivables in which are either reassigned or assigned to the Sellers or their designee or the Servicer in accordance with the terms of this Agreement. Account Owner shall mean any Seller, Additional Seller, or any Affiliate of a Seller which is the issuer of the credit card relating to an Account established pursuant to a Credit Card Agreement. Act shall mean the Securities Act of 1933, as amended. Addition Date shall mean (a) with respect to Lump Addition Accounts, the date from and after which such Lump Addition Accounts are to be included as Accounts pursuant to Section 2.09(a) or (b), (b) with respect to Participation Interests, the date from and after which such Participation Interests are to be included as assets of the Trust pursuant to Section 2.09(a) or (b), and (c) with respect to New Accounts, the first Distribution Date following the calendar month in which such New Accounts are originated. Additional Account shall mean each New Account and each Lump Addition Account. Additional Cut-Off Date shall mean (a) with respect to Lump Addition Accounts or Participation Interests, the date specified as such in the notice delivered with respect thereto pursuant to Section 2.09(d) and (b) with respect to New Accounts, the date on which such New Accounts are originated. Additional Seller shall have the meaning specified in Section 2.09(f). Adjustment Payment shall have the meaning specified in Section 3.09(a). Adverse Effect shall mean, with respect to any action, that such action will (a) result in the occurrence of an Amortization Event or (b) adversely affect the amount of distributions to be made to the Investor Certificateholders of any Series or Class pursuant to this Agreement and the related Supplement or the timing of such distributions. Affiliate shall mean, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, control shall mean the power to direct the management and policies of a Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling and controlled have meanings correlative to the foregoing. Agreement shall mean this Pooling and Servicing Agreement and all amendments hereof and supplements hereto, including, with respect to any Series or Class, the related Supplement. Amendment Date shall mean November 10, 2016. American Express shall mean American Express Company. Amortization Event shall have the meaning specified in Section 9.01 and, with respect to any Series, shall also mean any Amortization Event specified in the related Supplement. Applicants shall have the meaning specified in Section 6.08. Appointment Date shall have the meaning specified in Section 9.02(a). APR shall mean the annual percentage rate or rates determined in the manner described in the Credit Card Agreement applicable to each Account. Asset Representations Review shall have the meaning assigned to the term Review in the Asset Representations Review Agreement. Asset Representations Review Agreement shall mean that certain Asset Representations Review Agreement among Citibank, N.A., as Seller and Servicer and the Asset Representations Reviewer. Asset Representations Reviewer shall mean the entity appointed to be the asset representations reviewer pursuant to the Asset Representations Review Agreement and its successors and any entity resulting from or surviving any consolidation or merger to which it or its successors may be a party, and any successor asset representations reviewer appointed as provided in the Asset Representations Review Agreement. Asset Review Quorum shall mean Holders of Investor Certificates evidencing at least 5% of the aggregate unpaid principal amount of Investor Certificates outstanding. Assignment shall have the meaning specified in Section 2.09(g). Authorized Newspaper shall mean any newspaper or newspapers of general circulation in the Borough of Manhattan, The City of New York, printed in the English language (and, with