Transition Services Agreement Uses in Certain Definitions Clause

Certain Definitions from Stock and Asset Purchase Agreement

This STOCK AND ASSET PURCHASE AGREEMENT (this Agreement), dated as of October 12, 2016 (the Effective Date), is by and between Newell Brands Inc., a Delaware corporation (Parent), and Stanley Black & Decker, Inc., a Connecticut corporation (Purchaser). Each of Parent and Purchaser are sometimes referred to herein as a Party or collectively as the Parties.

Certain Definitions. The following terms, as used in this Agreement, have the following meanings: Accounting Principles means GAAP, as applied using the same accounting methods, policies, principles, practices and procedures (including classifications, judgments and estimation methodologies) as were used in the preparation of the Financial Statements, except as otherwise provided for in Exhibit 12.1(A). In the event of a conflict between GAAP and the Accounting Principles, the Accounting Principles shall control. Action means any action, claim, suit, arbitration, investigation or proceeding, in each case, by or before any Governmental Authority. Affiliate of any Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person. The term control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms controlled by and under common control with have meanings correlative thereto. For purposes of the foregoing, (a) for all periods prior to the Closing, neither Purchaser, on the one hand, nor the Purchased Companies, on the other hand, will be treated as an Affiliate of the other, and (b) for all periods after the Closing, neither Parent, on the one hand, nor the Purchased Companies, on the other hand, will be treated as an Affiliate of the other. Affiliate Arrangements means (a) all Contracts, arrangements, commitments or transactions between Parent or any of its Affiliates (other than a Purchased Company), on the one hand, and a Purchased Company, on the other hand and (b) all Contracts, arrangements, commitments or transactions (other than employment Contracts) between any director, officer or stockholder of Parent or any of its Affiliates (other than a Purchased Company), on the one hand, and a Purchased Company, on the other hand, in each case of clause (a) and (b) which is currently in effect. Ancillary Agreements means the Transition Services Agreement, the Bailment Agreement and the Excluded Transfer Documents. Antitrust Laws means applicable supranational, national, federal, state, provincial or local Laws designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolizing or restraining trade or lessening competition of any other country or jurisdiction, to the extent applicable to the purchase and sale of the Purchased Equity Interests and the other transactions contemplated by this Agreement, including without limitation, the HSR Act and other similar competition or antitrust laws of any jurisdiction other than the United States. Asset Sellers means Parent and each Subsidiary of Parent listed on Exhibit 12.1(B). Assumed Benefit Plan means each Employee Benefit Plan or portion thereof (i) sponsored by one of the Purchased Companies as of the Closing, (ii) that Purchaser or any of its Affiliates has expressly agreed to assume pursuant to Article VII of this Agreement or (iii) that Purchaser or any of its Affiliates is required to assume under applicable Laws or any applicable Union Contract; provided however, that no defined UK Pension Scheme is an Assumed Benefit Plan. Assumed Foreign Benefit Plan means each Assumed Benefit Plan that is not an Assumed U.S. Benefit Plan. Assumed U.S. Benefit Plan means each Assumed Benefit Plan that is sponsored, maintained or contributed to by Parent or any of its Affiliates primarily for the benefit of current or former Business Employees based primarily in the United States (including Puerto Rico). Brazil Environmental Liabilities means all Liabilities to the extent arising or resulting from any Release of Hazardous Substances prior to the Closing at, on, under or from the Brazil Manufacturing Facility, including any (i) post-Closing exposure to or migration of any such Release, (ii) such Release identified in whole or in part in the Brazil Phase II or subsequent investigations, (iii) such Release from the facilitys wastewater discharge or treatment equipment and infrastructure (and including any discharges in violation of applicable Environmental Law resulting from the status quo operation of such equipment and infrastructure during the 180 day period following the Closing) and (iv) Actions arising or resulting from any such Release. Brazil Manufacturing Facility means the real property and facility located at the commonly known street address of Av. Presidente Kennedy, 1049, Carlos Barbosa, RS, Brazil, including all underlying and associated land, buildings, fixtures, equipment and other improvements thereon and appurtenant thereto. Brazil Phase II means the Confirmatory Environmental Investigation (Environmental Site AssessmentPhase II), IRWIN INDUSTRIAL TOOLS Carlos Barbosa RS, Brazil, prepared for Newell Brands by CH2M do Brasil Engenharia Ltda., dated October 2016. Bu

Certain Definitions from Asset Purchase Agreement

THIS ASSET PURCHASE AGREEMENT (this Agreement) is made and entered into as of September 13, 2016, by and between Extreme Networks, Inc., a Delaware corporation (Buyer) and Zebra Technologies Corporation, a Delaware corporation (Seller). Buyer and Seller are each sometimes referred to herein individually as a Party and are collectively referred to herein as the Parties. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I below.

Certain Definitions. As used in this Agreement, the following terms have the following meanings. Acquisition Proposal means an indication of interest, offer or proposal to acquire Sellers or any of its Subsidiaries right, title and interest in and to all or any material portion of the Purchased Assets or the Business in a single transaction or series of related transactions (other than the transactions provided for in this Agreement). Action means any claim, demand, action, suit, arbitration, investigation or similar proceeding before a Governmental Body. Table of Contents Affiliate of any particular Person means any other Person controlling, controlled by or under common control with such particular Person where control means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise. Agreed Amount shall have the meaning given to such term in Section 8.9(e). Agreement shall have the meaning given to such term in the Preamble. Allocation shall have the meaning given in Section 2.14. Ancillary Agreements means the Assignment and Assumption Agreement, Bill of Sale, Patent Assignment Agreement, Escrow Agreement, Trademark Assignment Agreement, Domain Name Assignment Agreement, the Intellectual Property License Agreement, the Transition Services Agreement, the Sublease Agreement, the Local Asset Transfer Agreements and the Non-Compete Agreement. Arbiter shall have the meaning given to such term in Section 2.7(b). Assigned Contracts shall have the meaning given to such term in Section 2.1(b)(vi). Assigned Intellectual Property means, collectively, any and all Intellectual Property Rights owned by Seller or any of its Subsidiaries (including Sellers or the applicable Subsidiarys co-ownership interest in any such Intellectual Property Right with a third party) and primarily used or primarily held for use in connection with the Business, including: (A) all of the patents and patent applications identified in Schedule 2.1(b)(i)-A; (B) all of the trademark registrations and trademark applications identified in Schedule 2.1(b)(i)-B, and the goodwill associated therewith; (C) all of the copyright registrations identified in Schedule 2.1(b)(i)-C; and (D) all of the Internet domain names identified in Schedule 2.1(b)(i)-D. Assigned IT Assets has the meaning set forth in Section 2.1(b)(ii). Assignable Shared Contracts has the meaning set forth in Section 4.10. Assignment and Assumption Agreement means that certain Assignment and Assumption Agreement in substantially the form of Exhibit A attached hereto. Assumed Liabilities shall have the meaning given to such term in Section 2.3(a). Base Consideration means $55,000,000. Bill of Sale means that certain Bill of Sale in substantially the form of Exhibit B attached hereto. Business means the business of designing, developing, manufacturing, distributing, offering for sale, selling, reselling, supporting, and providing maintenance, product, and network management services for Business Products; provided, however, that the term Business does not include or apply with respect to any: (i) products that provide connectivity primarily using a Table of Contents standard other than IEEE 802.11; (ii) Sellers hardware and software mobile engagement platform known as MPact; (iii) products capable of providing wireless connectivity but having a primary use other than for wireless connectivity; (iv) products that do not, as their primary function, provide wireless connectivity to wireless products within a local area network (whether indoors or outdoors) using the IEEE 802.11 standard (as such standard may be amended or supplemented over time); (v) Excluded Standards Products; or (vi) the business of designing, developing, manufacturing, distributing, offering for sale, selling, reselling, supporting, or providing maintenance, product, or network management services for any of the foregoing clauses (i) through (v). Business Day shall mean a day other than Saturday and Sunday or any day on which commercial banks located in the State of New York are authorized or obligated to close. Business Equipment means all items of equipment, machinery, scientific or other instruments, tools, furniture and furnishings, office materials and supplies and other tangible personal property assets used primarily in the conduct of the Business, including as listed in Schedule 2.1(b)(v). Business Employee means each employee of Seller who is principally engaged by, or provides services principally to, the Business. Business Intellectual Property means the Assigned Intellectual Property and the In-Licensed Intellectual Property. Business Permits shall have the meaning given to such term in Section 2.1(b)(viii). Business Products means network infrastructure products that provide connectivity to wireless products within a local area network (whether indoors or outdoors) and that operate in compliance with the IEEE 8

Certain Definitions from Asset Purchase Agreement

THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered into as of June 29, 2016 by and among, on the one hand, Rambus, Inc., a Delaware corporation ("Buyer Parent"), and Bell ID Singapore Ptd Ltd ("Buyer," and, together with Buyer Parent, the "Buyer Parties," and each a "Buyer Party"), and, on the other hand, Inphi Corporation, a Delaware corporation ("Seller") and Inphi International Pte. Ltd., a Singapore entity ("Seller Sub" and, together with Seller, the "Seller Parties").

Certain Definitions. For all purposes of this Agreement, the following terms shall have the following respective meanings:"Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person. As used in this definition, the term "control" (including the terms "controlling," "controlled by" and "under common control with") means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through ownership of voting securities, by contract or otherwise."ASIC" means an application specific integrated circuit."Assumed Contracts" means those agreements between Seller Parties and a third Person listed on Schedule VI hereto."Business" means all activities, operations, and services related to the Business Products and Technology related to the Business Products, including developing, designing, manufacturing, having manufactured, procuring, using, assembling, testing, marketing, distributing, licensing, delivering, providing, configuring, installing, supporting, maintaining or otherwise commercializing Business Products as historically conducted, currently conducted, and currently contemplated to be conducted, directly and indirectly by or on behalf of Seller Parties and their Affiliates."Business Day(s)" means each day that is not a Saturday, Sunday or holiday on which banking institutions located in California are authorized or obligated by law or executive order to close."Business Products" means all of Seller Parties' ASIC, intellectual property cores, netlists, Software, demonstration boards, application, reference designs, and other Technology associated with Seller Parties' and their Affiliates' Memory Buffer and Memory Register product lines, and all past and present versions thereof, including versions currently being productized."Business Technology" means all Technology used in or related to the operation of the Business, including all development environments, tools, test frameworks, for which Seller Parties or their Affiliates own or purport to own the underlying Intellectual Property Rights."Code" means the U.S. Internal Revenue Code of 1986, as amended."Continuing Employees" means each of the Key Employees and Offered Employees who execute an offer letter for employment with Buyer Parent or an Affiliate of Buyer Parent and do not revoke such offer letter prior to the Closing Date."Copyrights" means copyrights and maskwork rights (whether or not registered), and all other rights corresponding thereto in any works of authorship (including software and firmware) throughout the world, including moral and economic rights of authors and inventors, however denominated and regardless of medium of fixation or means of expression."Employee" means any current or former employee, consultant, or director of Seller or any ERISA Affiliate, who has provided services to the Business."Employee Agreement" means each management, employment, severance, consulting, relocation, repatriation, expatriation, visa, work permit or other agreement, contract or understanding between Seller Parties or any ERISA Affiliate and any Employee."Employment Liabilities" means any and all claims, debts, Liabilities, commitments and obligations, whether fixed, contingent or absolute, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever or however arising, including all costs and expenses relating thereto arising under law, rule, regulation, permit, action or proceeding before any governmental authority, order or consent decree or any award of any arbitrator of any kind relating to any Seller Employee Plan, Employee Agreement or otherwise relating to an Employee and his or her employment with Seller Parties or any ERISA Affiliate. -2- "ERISA" means the Employee Retirement Income Security Act of 1974, as amended."ERISA Affiliate" means each subsidiary of Seller and any other person or entity under common control with Seller or any of its subsidiaries within the meaning of Section 414(b), (c), (m) or (o) of the Code and the regulations issued thereunder."Excluded Contracts" means those Contracts between the Seller Parties or their Affiliates and any other Person that are listed on Schedule VII."Excluded Technology" means the tangible Technology or personal property of the Seller Parties or their Affiliates that is used in the operation of the Business and that is not capable of being copied without significant effort or expense or consent, or that is identified on Schedule IV."Excluded Trademarks" means any Trademarks owned by Seller Parties or their Affiliates that are not Transferred Trademarks. "Governmental or Regulatory Body" means any court, tribunal, arbitrator or any government or quasi-governmental entity or municipality or political or other subdivision thereof, whether federal, state, city, county, local, provincial, foreign or multinational, or any a

Certain Definitions from Asset Purchase Agreement

This Asset Purchase Agreement (this "Agreement") is entered into as of June 15, 2016, by and among HealthSmart Preferred Care II, L.P., a Texas limited partnership (the "Purchaser"), as purchaser, and American CareSource Holdings, Inc., a Delaware corporation (the "Company") and its wholly-owned subsidiaries Ancillary Care Services, Inc., a Delaware corporation ("Ancillary Care Services") and Ancillary Care Services-Worker's Compensation, Inc., a Delaware corporation "Ancillary Care Services-Worker's Comp" and together with the Company and Ancillary Care Services, each a "Seller" and collectively, the "Sellers"), as sellers.

Certain Definitions. In addition to the terms defined in the preamble, recitals and other Sections of this Agreement, the following terms have meanings set forth in this Section 8.1: "Adjusted Shortfall Amount" shall mean the amount of the then aggregate Provider Liability less the balance of the Network Account and less the aggregate amount of all current (i.e., within 30 days') accounts receivable from clients of the Network (each such amount determined as of the termination date of this Agreement). "Affiliate" of any Person means any Person that directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this definition, "control" (including with its correlative meanings, "controlled by" and "under common control with") shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise). "Agreed Provider Payment" means an amount payable by the Purchaser to pay the accrued and unpaid Provider Liability due as of the Closing Date (consistent with the payment practices of the Network and net of prior payments made before the Closing Date and net of the amounts to be paid by the Company to the Network Account pursuant to Sections 2.2(a) and 2.2(b)(i)). For the avoidance of any doubt, the Agreed Provider Payment does not include any amount that is a Retained Liability. "Business Days" means any day of the year on which national banking institutions in Dallas, Texas are open to the public for conducting business and are not required or authorized to close. "Closing Date Provider Liability" means the aggregate amount, as of the Closing of the Provider Liability. "Code" means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder. "Company Subsidiary" means any Person of which (i) a majority of the outstanding share capital, voting securities or other equity interests are owned, directly or indirectly, by the Company or any other subsidiary of the Company or (ii) the Company is entitled, directly or indirectly, to appoint a majority of the board of directors or managers or comparable supervisory body of such Person. For the avoidance of any doubt, the term "Company Subsidiary" includes Ancillary Care Services and Ancillary Care Services-Worker's Comp. "Contract(s)" means any contract, agreement, indenture, note, bond, loan, instrument, lease, conditional sale contract, mortgage, license, franchise, insurance policy, commitment or other arrangement or agreement, whether written or oral. "Deposit Account Control Agreement" means the Deposit Account Control Agreement, by and among Capital One, National Association, the Company and Purchaser, substantially in the form of Exhibit F. "Disclosure Schedules" means all of the disclosure schedules in Article 3 of this Agreement. "Employee Benefit Plans" mean (i) all "employee benefit plans", as defined in Section 3(3) of ERISA and (ii) all employee benefit arrangements or payroll practices, including plans or agreements providing for bonuses, incentive compensation, equity or equity-based compensation, deferred compensation, pension, welfare benefit, stock purchase, severance pay, sick leave, vacation pay, salary continuation, disability, hospitalization, dental, vision, medical insurance, life insurance or tuition reimbursement or scholarship, maintained by a Seller or any ERISA Affiliate or to which a Seller or any ERISA Affiliate contributed or is obligated to contribute or ever has been obligated to contribute or that cover any current or former employees or independent contractors. "Employee Obligations" means any liabilities or obligations of any kind (including under any Employee Benefit Plan) owed to any current or former employees or independent contractors of a Seller. "Environmental Law" means any Law concerning Releases into any part of the natural environment, or activities that might result in damage to the natural environment, or any Law that is concerned in whole or in part with the natural environment and with protecting or improving the quality of the natural environment and protecting public and Employee health and safety and includes, but is not limited to, the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") (42 U.S.C. SS 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. SS 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. SS 6901 et seq.), the Clean Water Act (33 U.S.C. SS 1251 et seq.), the Clean Air Act (33 U.S.C. SS 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. SS 2601 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. SS 136 et seq.) and the Occupational Safety and Health Act (29 U.S.C. SS 651 et seq.) ("OSHA"), as such Laws have been amended or supplemented, and the regulations promulga

Certain Definitions from Separation and Distribution Agreement

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of October 21, 2015 (this "Agreement"), is by and between Darden Restaurants, Inc., a Florida corporation ("Darden"), and Four Corners Property Trust, Inc., a Maryland corporation ("FCPT" and, together with Darden, the "Parties").

Certain Definitions. For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.1: "Action" means any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal."Affiliate" means, when used with respect to a specified Person, a 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 the purpose of this definition and the definitions of "FCPT Group" and "Darden Group," "control" (including with correlative meanings, "controlled by" and "under common control with"), when used with respect to any specified Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, instrument, promise, arrangement, release, warranty, commitment, undertaking or otherwise. It is expressly agreed that, from and after the Effective Time and for purposes of this Agreement and the other Transaction Agreements, no member of the FCPT Group shall be deemed to be a member of, or an Affiliate of any member of, the Darden Group, and no member of the Darden Group shall be deemed to be a member of, or an Affiliate of any member of, the FCPT Group. "Agreement" has the meaning set forth in the Preamble. "Amended and Restated Bylaws" has the meaning set forth in Section 3.1(e)."Approvals or Notifications" means any consents, waivers, approvals, permits or authorizations to be obtained from, notices, registrations or reports to be submitted to, or other filings to be made with, any third Person, including any Governmental Authority."Articles of Amendment and Restatement" has the meaning set forth in Section 3.1(e)."Assets" means all rights, properties or other assets, whether real, personal or mixed, tangible or intangible, of any kind, nature and description, whether accrued, contingent or otherwise, and wherever situated and whether or not carried or reflected, or required to be carried or reflected, on the books of any Person."Assigned Assets" has the meaning set forth in Section 2.2(a)."Assigned Contracts" means any contract, agreement, lease, indenture, arrangement, commitment or understanding listed or described in Section 1.1(a) of the Disclosure Letter (including any applicable licenses, leases, addenda and similar arrangements thereunder)."Assumed Liabilities" has the meaning set forth in Section 2.3(a)."Code" means the Internal Revenue Code of 1986, as amended."Darden" has the meaning set forth in the Preamble."Darden Business" means the business of operating restaurants and any other businesses and operations conducted prior to the Effective Time by any member of the Darden Group that are not included in the FCPT Business."Darden Common Stock" has the meaning set forth in the Recitals."Darden Confidential Information" has the meaning set forth in Section 8.2(b)."Darden Group" means Darden, each Subsidiary of Darden and each other Person that is controlled directly or indirectly by Darden, in each case immediately after the Effective Time; provided, however, that no director, officer, employee, agent or other representative of any of the foregoing who is a natural person shall be deemed a member of the Darden Group; and provided, further, that no member of the FCPT Group shall be deemed to be a member of the Darden Group from and after the Effective Time."Darden Indemnified Parties" has the meaning set forth in Section 7.2."Disclosure Documents" means the Registration Statement, Information Statement, Offering Memorandum and any other information statement, prospectus, offering memorandum, offering circular, periodic report, financial statement or similar disclosure document, whether or not filed with the SEC or any Governmental Authority, in each case which describes, or primarily relates to, the Transactions, and any amendment of any thereof"Disclosure Letter" means that certain disclosure letter delivered to FCPT by Darden prior to the execution of this Agreement."Distribution" has the meaning set forth in the Recitals."Distribution Agent" means Wells Fargo Bank, N.A."Distribution Date" means November 9, 2015, or such other time as determined by Darden in accordance with Section 3.3(b)."Effective Time" means the time at which the Distribution occurs on the Distribution Date."Employee Matters Agreement" means the Employee Matters Agreement in substantially the form attached hereto as Exhibit A, to be entered into by and among certain members of the Darden Group, on the one hand, and certain members of the FCPT Group

Certain Definitions from Separation and Distribution Agreement

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of October 21, 2015 (this "Agreement"), is by and between Darden Restaurants, Inc., a Florida corporation ("Darden"), and Four Corners Property Trust, Inc., a Maryland corporation ("FCPT" and, together with Darden, the "Parties").

Certain Definitions. For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.1: "Action" means any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal."Affiliate" means, when used with respect to a specified Person, a 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 the purpose of this definition and the definitions of "FCPT Group" and "Darden Group," "control" (including with correlative meanings, "controlled by" and "under common control with"), when used with respect to any specified Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, instrument, promise, arrangement, release, warranty, commitment, undertaking or otherwise. It is expressly agreed that, from and after the Effective Time and for purposes of this Agreement and the other Transaction Agreements, no member of the FCPT Group shall be deemed to be a member of, or an Affiliate of any member of, the Darden Group, and no member of the Darden Group shall be deemed to be a member of, or an Affiliate of any member of, the FCPT Group. "Agreement" has the meaning set forth in the Preamble. "Amended and Restated Bylaws" has the meaning set forth in Section 3.1(e)."Approvals or Notifications" means any consents, waivers, approvals, permits or authorizations to be obtained from, notices, registrations or reports to be submitted to, or other filings to be made with, any third Person, including any Governmental Authority."Articles of Amendment and Restatement" has the meaning set forth in Section 3.1(e)."Assets" means all rights, properties or other assets, whether real, personal or mixed, tangible or intangible, of any kind, nature and description, whether accrued, contingent or otherwise, and wherever situated and whether or not carried or reflected, or required to be carried or reflected, on the books of any Person."Assigned Assets" has the meaning set forth in Section 2.2(a)."Assigned Contracts" means any contract, agreement, lease, indenture, arrangement, commitment or understanding listed or described in Section 1.1(a) of the Disclosure Letter (including any applicable licenses, leases, addenda and similar arrangements thereunder)."Assumed Liabilities" has the meaning set forth in Section 2.3(a)."Code" means the Internal Revenue Code of 1986, as amended."Darden" has the meaning set forth in the Preamble."Darden Business" means the business of operating restaurants and any other businesses and operations conducted prior to the Effective Time by any member of the Darden Group that are not included in the FCPT Business."Darden Common Stock" has the meaning set forth in the Recitals."Darden Confidential Information" has the meaning set forth in Section 8.2(b)."Darden Group" means Darden, each Subsidiary of Darden and each other Person that is controlled directly or indirectly by Darden, in each case immediately after the Effective Time; provided, however, that no director, officer, employee, agent or other representative of any of the foregoing who is a natural person shall be deemed a member of the Darden Group; and provided, further, that no member of the FCPT Group shall be deemed to be a member of the Darden Group from and after the Effective Time."Darden Indemnified Parties" has the meaning set forth in Section 7.2."Disclosure Documents" means the Registration Statement, Information Statement, Offering Memorandum and any other information statement, prospectus, offering memorandum, offering circular, periodic report, financial statement or similar disclosure document, whether or not filed with the SEC or any Governmental Authority, in each case which describes, or primarily relates to, the Transactions, and any amendment of any thereof"Disclosure Letter" means that certain disclosure letter delivered to FCPT by Darden prior to the execution of this Agreement."Distribution" has the meaning set forth in the Recitals."Distribution Agent" means Wells Fargo Bank, N.A."Distribution Date" means November 9, 2015, or such other time as determined by Darden in accordance with Section 3.3(b)."Effective Time" means the time at which the Distribution occurs on the Distribution Date."Employee Matters Agreement" means the Employee Matters Agreement in substantially the form attached hereto as Exhibit A, to be entered into by and among certain members of the Darden Group, on the one hand, and certain members of the FCPT Group

Certain Definitions from Purchase Agreement

This Purchase Agreement (this Agreement) dated as of August 11, 2015 (the Agreement Date), is entered into between Symantec Corporation, a company incorporated under the Laws of the State of Delaware (Seller) and Havasu Holdings Ltd., a Bermuda exempted company (Buyer) (each, a Party and collectively, the Parties).

Certain Definitions. Acquired Rights Directive has the meaning set forth in the definition of Transfer Regulations. Acquisition Entities has the meaning set forth in Schedule 2.7(a) of the Disclosure Letter. Affiliate means (a) in the case of an individual, the individuals spouse (or civil partner) and the members of the immediate family (including parents, siblings, children and spouses (or civil partners) of the foregoing) of (i) the individual, (ii) the individuals spouse (or civil partner) and (iii) any Business Entity that directly or indirectly, through one or more intermediaries, is controlled by, or is under common control with, any of the foregoing individuals, or (b) in the case of a Business Entity, another Business Entity or a Person that directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such Business Entity; provided, that, for the purposes of this definition, control (including with correlative meanings, the terms controlled by and under common control with), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. For the avoidance of doubt, as used in this Agreement, the term Affiliate shall, with respect to Buyer for all periods following the consummation of the transactions contemplated by this Agreement, include each Purchased Entity and Purchased Minority Interest to be acquired pursuant to this Agreement and any Person it creates to consummate the transactions contemplated by this Agreement, in each case, provided that such Person otherwise satisfies the definition of Affiliate due to the requisite control; provided that no Purchased Entity or Purchased Minority Interest shall be deemed to be an Affiliate of Buyer unless and until legal title to the equity interests of such Person has, directly or indirectly, transferred to Buyer or an Other Buyer in accordance with the terms and provisions of this Agreement and the Equity Transfer Documents. Antitrust Laws mean, individually and collectively, the HSR Act, the United States Sherman Act, as amended, the United States Clayton Act, as amended, the United States Federal Trade Commission Act, as amended, and any other applicable United States federal or state, or foreign or local, Laws, statutes, rules, regulations, orders or decrees that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization, reduction or restriction of competition or restraint of trade. Applicable Net New Hire Number means if Closing occurs (x) on or before January 1, 2016, 270, (y) after January 1, 2016 and on or before January 29, 2016, 300, and (z) after January 29, 2016, 330. Applicable Patent Cross-License Agreements means the Patent Cross-License Agreements set forth on Schedule 1.1(a)(viii) of the Disclosure Letter. Assumed Benefit Plans means each Seller Benefit Plan that is sponsored or maintained by a Purchased Entity and that will transfer with the Purchased Entity by operation of Law and each New Benefit Plan. Assumed Intercompany Payables means the bona fide intercompany trade payables due and owing from any Purchased Entity, on the one hand, to Seller or any of its Subsidiaries (other than another Purchased Entity), on the other hand, pursuant to, and in accordance with, the Retained Contracts Agreement. Assumed Intercompany Receivables shall mean the bona fide intercompany trade receivables due and owing to any Purchased Entity, on the one hand, from Seller or any of its Subsidiaries (other than another Purchased Entity), on the other hand, pursuant to, and in accordance with, the Retained Contracts Agreement. Automatic Transferred Employees means those employees of the Seller or its Affiliates with respect to whom local employment Laws, including the Transfer Regulations, provide for an automatic transfer of employment, employer substitution or similar method of transfer to Employing Entities or any of its Affiliates in connection with the Operational Separation and who are employed with the Business as of immediately prior to the Operational Separation, but excludes such employees in Chile and Singapore that Seller determines in its sole discretion to not transfer by operation of Law. Burdensome Condition shall mean any of the following: (i) the requirement that Buyer, its Subsidiaries or the Investors enter into a Special Security Agreement, Proxy Agreement or a Voting Trust Agreement as a condition of receiving DSS Approval or (ii) a requirement that (x) materially diminishes the commercial value of, or otherwise materially adversely affects (financially or otherwise), the assets, business, condition, future prospects, results of operation, Buyers control, Buyers liability, or anticipated governance arrangements (except as described in Section 6.3(b)) with re

Certain Definitions from Separation and Distribution Agreement

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of 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.

Certain Definitions. The following terms, as used herein, have the following meanings: AAA means the American Arbitration Association. AAA Rules means the AAAs Commercial Arbitration Rules and Mediation Procedures. Action means any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any Governmental Authority or any arbitration or mediation tribunal. Affiliate means, with respect to a Person, a Person that controls, is controlled by, or is under common control with such Person, provided, however, that for purposes of this Agreement and the Ancillary Agreements (except as otherwise provided in any such Ancillary Agreement), none of the TriMas Entities will be deemed to be an Affiliate of any Horizon Entity and none of the Horizon Entities will be deemed to be an Affiliate of any TriMas Entity. For purposes of this definition, control (including the terms controlling, controlled by and under common control with) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by Contract or otherwise. Agent means Computershare Inc. Agreement has the meaning set forth in the Preamble. Ancillary Agreements means the Employee Matters Agreement, the Tax Sharing Agreement, the Transition Services Agreement, the Noncompetition Agreement and any other instruments, assignments, documents and agreements executed in connection with the implementation of the transactions contemplated by this Agreement, including the Reorganization. Applicable Horizon Proportion means, with respect to any Shared Liability, 40%. Applicable Proportion means (a) as to Horizon, the Applicable Horizon Proportion, and (b) as to TriMas, the Applicable TriMas Proportion. Applicable TriMas Proportion means, with respect to any Shared Liability, 60%. Assets means, with respect to any Person, the assets, rights, interests, claims and properties of all kinds, real and personal, tangible, intangible and contingent, wherever located (including in the possession of suppliers, distributors, other Third Parties or elsewhere), of such Person, including rights and benefits pursuant to any Contract, permit, concession, franchise, understanding or other arrangement and any rights or benefits pursuant to any Action. Business means the Horizon Business or the TriMas Business, as the context requires. Business Day means a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by Law to close. CERCLA has the meaning set forth in Section 6.9(a). Claim Notice has the meaning set forth in Section 6.5(a). Claimed Amount has the meaning set forth in Section 6.5(a). Code means the Internal Revenue Code of 1986, as amended. Confidential Information has the meaning set forth in Section 7.7(a). Consents means any consents, waivers, approvals, permits or authorizations to be obtained from, notices, registrations or reports to be submitted to, or other filings to be made with, any Person. Contract means any agreement, contract, commitment, instrument, undertaking, lease, license, sales order, purchase order, note, mortgage, indenture, or other legally binding arrangement, whether written or oral. Controlling Party has the meaning set forth in Section 6.6(c)(ii). Continuing Guaranty Obligations has the meaning set forth in Section 2.4(a). Damages means all losses, claims, demands, damages, Liabilities, judgments, dues, penalties, assessments, fines (civil, criminal or administrative), costs, liens, forfeitures, settlements, fees or expenses (including reasonable attorneys fees and expenses and any other expenses reasonably incurred in connection with investigating, prosecuting or defending a claim or Action), of any nature or kind. Disclosure Documents means any registration statement (including the Registration Statement) filed with the SEC by or on behalf of any Party or any of its controlled Affiliates, and also includes any information statement, prospectus (including the Prospectus), offering memorandum, offering circular, periodic report or similar disclosure document, whether or not filed with the SEC or any other Governmental Authority, in each case, which describes the Reorganization or the Horizon Group or primarily relates to the transactions contemplated hereby. Dispute has the meaning set forth in Section 8.1(a). Dispute Notice has the meaning set forth in Section 8.2(a). Distribution has the meaning set forth in the Recitals. Distribution Date means the date, determined by the TriMas Board, on which the Distribution occurs. Distribution Ratio means the number of shares of Horizon Common Stock to be distributed in respect of each share of TriMas Common Stock in the Distribution, which ratio will be determined by the TriMas

Certain Definitions from Separation and Distribution Agreement

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of 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.

Certain Definitions. The following terms, as used herein, have the following meanings: AAA means the American Arbitration Association. AAA Rules means the AAAs Commercial Arbitration Rules and Mediation Procedures. Action means any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any Governmental Authority or any arbitration or mediation tribunal. Affiliate means, with respect to a Person, a Person that controls, is controlled by, or is under common control with such Person, provided, however, that for purposes of this Agreement and the Ancillary Agreements (except as otherwise provided in any such Ancillary Agreement), none of the TriMas Entities will be deemed to be an Affiliate of any Horizon Entity and none of the Horizon Entities will be deemed to be an Affiliate of any TriMas Entity. For purposes of this definition, control (including the terms controlling, controlled by and under common control with) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by Contract or otherwise. Agent means Computershare Inc. Agreement has the meaning set forth in the Preamble. Ancillary Agreements means the Employee Matters Agreement, the Tax Sharing Agreement, the Transition Services Agreement, the Noncompetition Agreement and any other instruments, assignments, documents and agreements executed in connection with the implementation of the transactions contemplated by this Agreement, including the Reorganization. Applicable Horizon Proportion means, with respect to any Shared Liability, 40%. Applicable Proportion means (a) as to Horizon, the Applicable Horizon Proportion, and (b) as to TriMas, the Applicable TriMas Proportion. Applicable TriMas Proportion means, with respect to any Shared Liability, 60%. Assets means, with respect to any Person, the assets, rights, interests, claims and properties of all kinds, real and personal, tangible, intangible and contingent, wherever located (including in the possession of suppliers, distributors, other Third Parties or elsewhere), of such Person, including rights and benefits pursuant to any Contract, permit, concession, franchise, understanding or other arrangement and any rights or benefits pursuant to any Action. Business means the Horizon Business or the TriMas Business, as the context requires. Business Day means a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by Law to close. CERCLA has the meaning set forth in Section 6.9(a). Claim Notice has the meaning set forth in Section 6.5(a). Claimed Amount has the meaning set forth in Section 6.5(a). Code means the Internal Revenue Code of 1986, as amended. Confidential Information has the meaning set forth in Section 7.7(a). Consents means any consents, waivers, approvals, permits or authorizations to be obtained from, notices, registrations or reports to be submitted to, or other filings to be made with, any Person. Contract means any agreement, contract, commitment, instrument, undertaking, lease, license, sales order, purchase order, note, mortgage, indenture, or other legally binding arrangement, whether written or oral. Controlling Party has the meaning set forth in Section 6.6(c)(ii). Continuing Guaranty Obligations has the meaning set forth in Section 2.4(a). Damages means all losses, claims, demands, damages, Liabilities, judgments, dues, penalties, assessments, fines (civil, criminal or administrative), costs, liens, forfeitures, settlements, fees or expenses (including reasonable attorneys fees and expenses and any other expenses reasonably incurred in connection with investigating, prosecuting or defending a claim or Action), of any nature or kind. Disclosure Documents means any registration statement (including the Registration Statement) filed with the SEC by or on behalf of any Party or any of its controlled Affiliates, and also includes any information statement, prospectus (including the Prospectus), offering memorandum, offering circular, periodic report or similar disclosure document, whether or not filed with the SEC or any other Governmental Authority, in each case, which describes the Reorganization or the Horizon Group or primarily relates to the transactions contemplated hereby. Dispute has the meaning set forth in Section 8.1(a). Dispute Notice has the meaning set forth in Section 8.2(a). Distribution has the meaning set forth in the Recitals. Distribution Date means the date, determined by the TriMas Board, on which the Distribution occurs. Distribution Ratio means the number of shares of Horizon Common Stock to be distributed in respect of each share of TriMas Common Stock in the Distribution, which ratio will be determined by the TriMas

Certain Definitions from Separation and Distribution Agreement

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [ ], 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.

Certain Definitions. The following terms, as used herein, have the following meanings: AAA means the American Arbitration Association. AAA Rules means the AAAs Commercial Arbitration Rules and Mediation Procedures. Action means any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any Governmental Authority or any arbitration or mediation tribunal. Affiliate means, with respect to a Person, a Person that controls, is controlled by, or is under common control with such Person, provided, however, that for purposes of this Agreement and the Ancillary Agreements (except as otherwise provided in any such Ancillary Agreement), none of the TriMas Entities will be deemed to be an Affiliate of any Horizon Entity and none of the Horizon Entities will be deemed to be an Affiliate of any TriMas Entity. For purposes of this definition, control (including the terms controlling, controlled by and under common control with) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by Contract or otherwise. Agent means Computershare Inc. Agreement has the meaning set forth in the Preamble. Ancillary Agreements means the Employee Matters Agreement, the Tax Sharing Agreement, the Transition Services Agreement, the Noncompetition Agreement and any other instruments, assignments, documents and agreements executed in connection with the implementation of the transactions contemplated by this Agreement, including the Reorganization. Applicable Horizon Proportion means, with respect to any Shared Liability, 40%. Applicable Proportion means (a) as to Horizon, the Applicable Horizon Proportion, and (b) as to TriMas, the Applicable TriMas Proportion. Applicable TriMas Proportion means, with respect to any Shared Liability, 60%. Assets means, with respect to any Person, the assets, rights, interests, claims and properties of all kinds, real and personal, tangible, intangible and contingent, wherever located (including in the possession of suppliers, distributors, other Third Parties or elsewhere), of such Person, including rights and benefits pursuant to any Contract, permit, concession, franchise, understanding or other arrangement and any rights or benefits pursuant to any Action. Business means the Horizon Business or the TriMas Business, as the context requires. Business Day means a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by Law to close. CERCLA has the meaning set forth in Section 6.9(a). Claim Notice has the meaning set forth in Section 6.5(a). Claimed Amount has the meaning set forth in Section 6.5(a). Code means the Internal Revenue Code of 1986, as amended. Confidential Information has the meaning set forth in Section 7.7(a). Consents means any consents, waivers, approvals, permits or authorizations to be obtained from, notices, registrations or reports to be submitted to, or other filings to be made with, any Person. Contract means any agreement, contract, commitment, instrument, undertaking, lease, license, sales order, purchase order, note, mortgage, indenture, or other legally binding arrangement, whether written or oral. Controlling Party has the meaning set forth in Section 6.6(c)(ii). Continuing Guaranty Obligations has the meaning set forth in Section 2.4(a). Damages means all losses, claims, demands, damages, Liabilities, judgments, dues, penalties, assessments, fines (civil, criminal or administrative), costs, liens, forfeitures, settlements, fees or expenses (including reasonable attorneys fees and expenses and any other expenses reasonably incurred in connection with investigating, prosecuting or defending a claim or Action), of any nature or kind. Disclosure Documents means any registration statement (including the Registration Statement) filed with the SEC by or on behalf of any Party or any of its controlled Affiliates, and also includes any information statement, prospectus (including the Prospectus), offering memorandum, offering circular, periodic report or similar disclosure document, whether or not filed with the SEC or any other Governmental Authority, in each case, which describes the Reorganization or the Horizon Group or primarily relates to the transactions contemplated hereby. Dispute has the meaning set forth in Section 8.1(a). Dispute Notice has the meaning set forth in Section 8.2(a). Distribution has the meaning set forth in the Recitals. Distribution Date means the date, determined by the TriMas Board, on which the Distribution occurs. Distribution Ratio means the number of shares of Horizon Common Stock to be distributed in respect of each share of TriMas Common Stock in the Distribution, which ratio will be determined by the TriMas