Transition Services Agreement Uses in Definitions Clause

Definitions from Contribution Agreement

THIS CONTRIBUTION AGREEMENT (this Agreement), dated as of November 29, 2016, among Allied Completions Holdings, LLC, a Delaware limited liability company (Partner), Baker Hughes Oilfield Operations, Inc., a California corporation (Baker Hughes), BJ Services, LLC, Delaware limited liability company (the Company), and, solely for the purposes of Sections 2.07, 2.12(b), 2.15, 2.17(a), 2.17(b), 4.18, 10.01 and 10.02 and Article 13, Allied Energy JV Contribution, LLC, a Delaware limited liability company (Investor JV).

Definitions. a) As used herein, the following terms have the following meanings: Action means any action, suit, investigation, claim or proceeding, in each case by or before any arbitrator or Governmental Authority. Affiliate means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such other Person. For purposes of this definition, control when used with respect to any 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 and controlled have correlative meanings. For purposes of this Agreement, (i) neither Baker Hughes nor any of its Affiliates nor Partner nor any of its Affiliates shall be deemed to be an Affiliate of the other or of the Company, (ii) no Person (or any of its Affiliates) holding a direct or indirect minority investment in the Company shall be deemed to be an Affiliate of the Company or Partner or any of its Affiliates solely by virtue of such minority investment and (iii) no pooled investment vehicles, funds, managed accounts or other clients (nor any of the portfolio companies in which such entities directly or indirectly hold investments) shall be deemed to be an Affiliate of Partner solely because CSL Capital Management, LLC or any of its Affiliates or Goldman, Sachs & Co. or any of its Affiliates provides investment advice to such clients or otherwise serve such clients in a fiduciary capacity, except in the case of clause (iii), if such Person is engaged in the Partner Contributed Business or involved in the operation of the Partner Contributed Business. Ancillary Agreements means the Transition Services Agreement, the Intellectual Property License Agreement, the Pre-Closing LLC Agreement, the Post-Closing LLC Agreement, the Baker Hughes Employee Services Agreement, the Partner Employee Services Agreement, the Assignment and Assumption Agreement and the Canadian Assignment and Assumption Agreement. Applicable Law means, with respect to any Person, any transnational, domestic or foreign federal, state, provincial or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise. Applicable Transfer Date means (a) with respect to a Baker Hughes Business Employee who receives a Baker Hughes Qualifying Offer, the date on which that Baker Hughes Business Employee becomes employed by the Company and ceases to provide any such employees services to the Company pursuant to the Baker Hughes Employee Services Agreement, and (b) with respect to a Partner Business Employee who receives a Partner Qualifying Offer, the date on which such employee becomes employed by the Company. Baker Hughes Balance Sheet means the balance sheet of the Baker Hughes Contributed Business as of the Baker Hughes Balance Sheet Date. Baker Hughes Balance Sheet Date means September 30, 2016. Baker Hughes Basket means $8,490,000. Baker Hughes Business Employee shall mean any individual employed by Baker Hughes or any of its Affiliates who devotes a majority of his or her working time to performing services on behalf of the Baker Hughes Contributed Business. Baker Hughes Canadian Transferred Assets means assets owned by BHCC that either are (i) of the type described by any of clauses (a) through (o) of Section 2.02, applied mutatis mutandis, or (ii) set forth on Section 1.01(a)(ii) of the Baker Hughes Disclosure Schedule under the heading Baker Hughes Canadian Transferred Assets and, in each case, which are (A) located in Canada and/or (B) used or held in, eligible capital property in respect of, or property described in an inventory of, a business carried on in Canada. Baker Hughes Canadian Transferred Liabilities means all debts, obligations and liabilities of BHCC (or any predecessor of BHCC or any prior owner of all or part of its businesses and assets) of any kind, character or description (whether known or unknown, accrued, absolute, contingent or otherwise and whether arising before, on or after the Closing) to the extent relating to or arising out of (x) the Baker Hughes Canadian Transferred Assets or (y) the conduct of the Baker Hughes Contributed Business to the extent relating to the Baker Hughes Canadian Transferred Assets, including liabilities of the type described in any of clauses (a) through (f) of Section 2.04, but excluding any Excluded Baker Hughes Liabilities. Baker Hughes Cap means $70,750,000. Baker Hughes Contributed Environmental Liabilities means the Baker Hughes Specified Environmental Liabilities and any and all liabilities, obligations or commitments to the extent arising in connection with or in any

Definitions from Intellectual Property License Agreement

This INTELLECTUAL PROPERTY LICENSE AGREEMENT (this Agreement), dated as of December 30, 2016 (the Closing Date), is entered into by and among BJ Services, LLC, a Delaware limited liability company (the Company), and Baker Hughes Incorporated, a Delaware corporation, on behalf of itself and its Subsidiaries (Baker Hughes). Company and Baker Hughes each may be referred to herein individually as a Party and collectively as the Parties.

Definitions. a) Capitalized terms used but not defined in this Agreement have the respective meanings assigned to such terms in the Contribution Agreement. For purposes of this Agreement, the following initially capitalized terms shall have the following meanings: Baker Hughes Licensed Technology means the Baker Hughes Patents and Baker Hughes Know-How. Baker Hughes Patents means the Patents listed on Schedule A (including, for the avoidance of doubt, any patents issuing after the Closing Date from any applications, reissues, divisions, continuations, continuation-in-part, extensions or reexaminations thereof) and any other Patent filed within twelve (12) months after the Closing Date by Baker Hughes or any of itsSubsidiaries which is derived from or otherwise based upon any of the Baker Hughes Know- How or the Company Know-How. Notwithstanding the foregoing, for the avoidance of doubt, in no event shall the Baker Hughes Patents include any of the Contributed Patents or any Patent in any jurisdiction outside of the Territory. Baker Hughes Know-How means, except as set forth on Schedule B of this Agreement, technical information and know-how (including any and all formulae, procedures, processes, methods, designs, know-how, show-how, trade secrets, inventions (whether or not patentable and whether or not reduced to practice), discoveries, computer software set forth on Schedule C of this Agreement (including source code and object code except as otherwise set forth on Schedule C), equipment operating systems, firmware, specifications prototypes, designs (including equipment design files, computer-aided design files, and related documentation), techniques, methods, ideas, concepts, data, research and development information, lab books, engineering and manufacturing information, manufacturing processes, sourcing information, quality control and testing procedures, testing data, electronic control circuits, specifications, diagrams, drawings, schematics, blueprints and parts lists and other proprietary information, rights and works of authorship (whether or not reduced to writing), copyrights, confidential information, licenses and similar proprietary rights in discoveries, analytic models, improvements, techniques, devices, patterns, formulations and specifications, copies and tangible embodiments of any of the foregoing (in whatever form or media)) and other tangible and intangible proprietary information, data, or material, in each case which are Licensable by Baker Hughes or any of its Subsidiaries as of the Closing Date but solely to the extent the foregoing constitute part of the Contributed Business immediately prior to the Closing Date or constituted part of the Contributed Business at any time in the eighteen (18) months prior thereto (including in each case to the extent relating to developments or work in process not yet commercialized as of the Closing Date); provided that the fact that the foregoing were not contributed by Baker Hughes to the Company under the Contribution Agreement shall not be deemed or alleged to mean that any of the foregoing did not constitute part of the Contributed Business. Company Business means the business of the Company, comprising the Contributed Business and the Partner Contributed Business. Company Know-How means, except as set forth on Schedule D of this Agreement, technical information and know-how (including any and all formulae, recipes, procedures, processes, methods, designs, know-how, show-how, trade secrets, inventions (whether or not patentable and whether or not reduced to practice), discoveries, computer software (including source code, object code, equipment operating systems, firmware, and specifications), prototypes, designs (including equipment design files, computer-aided design files, and related documentation), techniques, methods, ideas, concepts, data, research and development information, lab books, engineering and manufacturing information, manufacturing processes, sourcing information, quality control and testing procedures, testing data, electronic control circuits, specifications, diagrams, drawings, schematics, blueprints and parts lists and other proprietary information, rights and works of authorship (whether or not reduced to writing), copyrights, confidential information, licenses and similar proprietary rights in discoveries, analytic models, improvements, techniques, devices, patterns, formulations and specifications, copies and tangible embodiments of any of the foregoing (in whatever form or media)) and other tangible and intangible proprietary information, data, or material, in each case which are Licensable by Company or any of its Subsidiaries as of the Closing Date but solely to the extent the foregoing constitute part of the Partner Contributed Business immediately prior to the Closing Date or constituted part of the Partner Contributed Business at any time in the eighteen (18) months prior thereto (including in each case to the extent relat

Definitions from Separation Agreement

This SEPARATION AGREEMENT, dated , 2017 (this Agreement), is by and between Huntsman Corporation, a Delaware corporation (Huntsman), and Venator Materials PLC, a public limited company incorporated and registered under the laws of England and Wales with company number 10747130 and a wholly owned indirect subsidiary of Huntsman (Venator). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

Definitions. For the purpose of this Agreement, the following terms shall have the following meanings: AAA shall have the meaning set forth in Section 4.3. AAA Commercial Arbitration Rules shall have the meaning set forth in Section 4.4(a). 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 or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, control (including with correlative meanings, controlled by and under common control with), when used with respect to any specified Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. From and after the Effective Date, (a) no member of the Venator Group shall be deemed to be an Affiliate of any member of the Huntsman Group and (b) no member of the Huntsman Group shall be deemed to be an Affiliate of any member of the Venator Group. Agreement shall have the meaning set forth in the Preamble. Ancillary Agreements means the Employee Matters Agreement, the Shareholders Agreement, the Transition Services Agreement, the Tax Matters Agreement and the Transfer Documents. Anti-Corruption Laws means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the United Kingdom Bribery Act 2010, as amended, or any other applicable comparable Laws and the rules and regulations promulgated thereunder. Anti-Money Laundering Laws means the money laundering Laws, and the rules and regulations promulgated thereunder, of all applicable jurisdictions, and regulations or guidelines issued, administered or enforced by any Governmental Entity applicable to the Company. Annual Financial Statements shall have the meaning set forth in Section 9.1(e). Applicable Period shall have the meaning set forth in Section 9.2. 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 Party, including any Governmental Authority. Assets means, with respect to any Person, the assets, properties, claims and rights (including goodwill) of such Person, wherever located (including in the possession of vendors or other Third Parties or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case, whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of such Person, including the following:

Definitions from Employee Matters Agreement

This EMPLOYEE MATTERS AGREEMENT (the Agreement), dated as of *, 2017, is by and among Vornado Realty Trust, a Maryland real estate investment trust (Vornado), Vornado Realty L.P., a Delaware limited partnership (VRLP), JBG SMITH Properties, a Maryland real estate investment trust (Newco), and JBG SMITH Properties LP, a Delaware limited partnership (Newco LP) and together with Vornado, VRLP and Newco, each a Party and collectively, the Parties).

Definitions. The following terms shall have the following meanings: Affiliate shall mean, when used with respect to a specified Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, control (including with correlative meanings, controlled by and under common control with), when used with respect to any specified Person 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, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. It is expressly agreed that, prior to, at and after the Effective Time, for purposes of the Transaction Documents (a) no member of the Newco Group shall be deemed to be an Affiliate of any member of the Vornado Group and (b) no member of the Vornado Group shall be deemed to be an Affiliate of any member of the Newco Group. Agreement has the meaning ascribed thereto in the preamble to this Agreement. Benefit Plan means, with respect to an entity, any employee benefit plan (as defined in Section 3(3) of ERISA), and each plan, program, arrangement, agreement or commitment that is an employment, consulting, non-competition or deferred compensation agreement, or an executive compensation, incentive bonus or other bonus, employee pension, profit-sharing, savings, retirement, supplemental retirement, stock option, stock purchase, stock appreciation rights, restricted stock, operating partnership unit, other equity-based compensation, severance pay, salary continuation, life, health, hospitalization, sick leave, vacation pay, paid time-off, disability or accident insurance plan, program, arrangement, agreement or commitment, corporate-owned or key-man life insurance or other employee benefit plan, program, arrangement, agreement or commitment, sponsored or maintained by such entity (or to which such entity contributes or is required to contribute or with respect to which such entity has any Liability). Closing has the meaning given such term in the Transaction Agreement. COBRA means the continuation coverage requirements for group health plans under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and as codified in Code Section 4980B and Sections 601 through 608 of ERISA, and any similar state group health plan continuation Law, together with all regulations and proposed regulations promulgated thereunder, including any amendments or other modifications of such Laws and regulations that may be made from time to time. Code means the U.S. Internal Revenue Code of 1986, as amended. DC Business shall mean the business, operations and activities of the Vornado Group relating to the Newco Properties as defined in the Separation Agreement as conducted at any time prior to the Effective Time by either Party or any of their current or former Subsidiaries. DCP has the meaning ascribed thereto in Section 6.1 of this Agreement. DCP II has the meaning ascribed thereto in Section 6.1 of this Agreement. Designated Vornado Welfare Plan means a Welfare Plan sponsored or maintained by Vornado or its Affiliates which is identified on Schedule 1.0 hereto. Distribution shall have the meaning set forth in the recitals to the Separation Agreement. Distribution Date shall mean the date of the consummation of the Distribution, which shall be determined by the Vornado Board in its sole and absolute discretion. Effective Time shall mean 12:01 a.m., Eastern time, on the Distribution Date. Employee means any individual set forth in Schedule 1.1 who is a full-time or part-time employee of the applicable entity and provides substantially all of such individuals services for the benefit of the DC Business and who is intended to become a Newco Group Employee if such individual remains employed (or is on an approved leave) at the Effective Time. ERISA means the Employee Retirement Income Security Act of 1974, as amended. Exchange Act shall mean the U.S. Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder. Force Majeure has the meaning ascribed thereto in the Separation Agreement. Former Employee means any former Employee of Vornado or an Affiliate of Vornado or of Newco or an Affiliate of Newco, as of immediately prior to the Effective Time, whether having last been employed by a member of the Vornado Group or a member of the Newco Group, including retired Employees. Governmental Authority means any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, e

Definitions from Separation Agreement

This SEPARATION AGREEMENT, dated , 2017 (this Agreement), is by and between Huntsman Corporation, a Delaware corporation (Huntsman), and Venator Materials PLC, a public limited company incorporated and registered under the laws of England and Wales with company number 10747130 and a wholly owned indirect subsidiary of Huntsman (Venator). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

Definitions. For the purpose of this Agreement, the following terms shall have the following meanings: AAA shall have the meaning set forth in Section 4.3. AAA Commercial Arbitration Rules shall have the meaning set forth in Section 4.4(a). 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 or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, control (including with correlative meanings, controlled by and under common control with), when used with respect to any specified Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. From and after the Effective Date, (a) no member of the Venator Group shall be deemed to be an Affiliate of any member of the Huntsman Group and (b) no member of the Huntsman Group shall be deemed to be an Affiliate of any member of the Venator Group. Agreement shall have the meaning set forth in the Preamble. Ancillary Agreements means the Employee Matters Agreement, the Shareholders Agreement, the Transition Services Agreement, the Tax Matters Agreement and the Transfer Documents. Anti-Corruption Laws means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the United Kingdom Bribery Act 2010, as amended, or any other applicable comparable Laws and the rules and regulations promulgated thereunder. Anti-Money Laundering Laws means the money laundering Laws, and the rules and regulations promulgated thereunder, of all applicable jurisdictions, and regulations or guidelines issued, administered or enforced by any Governmental Entity applicable to the Company. Annual Financial Statements shall have the meaning set forth in Section 9.1(e). Applicable Period shall have the meaning set forth in Section 9.2. 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 Party, including any Governmental Authority. Assets means, with respect to any Person, the assets, properties, claims and rights (including goodwill) of such Person, wherever located (including in the possession of vendors or other Third Parties or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case, whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of such Person, including the following:

Definitions from Employee Matters Agreement

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

Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below. Action shall mean any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal. Adjusted SpinCo Stock Value shall mean the product obtained by multiplying (a) the SpinCo Stock Value by (b) the Distribution Ratio. Affiliate shall mean, when used with respect to a specified Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, control (including with correlative meanings, controlled by and under common control with), when used with respect to any specified Person, 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, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. It is expressly agreed that, prior to, at and after the Effective Time, for purposes of this Agreement (a) no member of the SpinCo Group shall be deemed to be an Affiliate of any member of the Parent Group and (b) no member of the Parent Group shall be deemed to be an Affiliate of any member of the SpinCo Group. Agreement shall have the meaning set forth in the Preamble to this Agreement and shall include all amendments, modifications, and changes hereto entered into pursuant to Section 8.17. Ancillary Agreements shall mean all agreements (other than the Separation and Distribution Agreement) entered into by the Parties or the members of their respective Groups (but as to which no Third Party is a party) in connection with the Separation, the Distribution, or the other transactions contemplated by the Separation and Distribution Agreement, including the Transition Services Agreement, the Tax Matters Agreement, this Agreement and the Transfer Documents. Applicable Exchange shall mean the securities exchange as may at the applicable time be the principal market for Parent Shares or SpinCo Shares, as applicable. Assets shall mean, with respect to any Person, the assets, properties, claims and rights (including goodwill) of such Person, wherever located (including in the possession of vendors or other third Persons or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of such Person, including rights and benefits pursuant to any contract, license, permit, indenture, note, bond, mortgage, agreement, concession, franchise, instrument, undertaking, commitment, understanding or other arrangement. Benefit Plan shall mean any contract, agreement, policy, practice, program, plan, trust, commitment or arrangement providing for benefits, perquisites or compensation of any nature from an employer to any Employee, or to any family member, dependent, or beneficiary of any such Employee, including cash or deferred arrangement plans, profit sharing plans, post-employment programs, pension plans, thrift plans, supplemental pension plans, welfare plans, stock option, stock purchase, stock appreciation rights, restricted stock, restricted stock units, performance stock units, other equity-based compensation and contracts, agreements, policies, practices, programs, plans, trusts, commitments and arrangements providing for terms of employment, fringe benefits, severance benefits, change in control protections or benefits, travel and accident, life, accidental death and dismemberment, disability and accident insurance, tuition reimbursement, adoption assistance, travel reimbursement, vacation, sick, personal or bereavement days, leaves of absences and holidays; provided, however, that the term Benefit Plan does not include any government-sponsored benefits, such as workers compensation, unemployment or any similar plans, programs, policies or agreements. COBRA shall mean the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as codified at Section 601 et seq. of ERISA and at Section 4980B of the Code. Code shall mean the Internal Revenue Code of 1986, as amended. Distribution shall have the meaning set forth in the Recitals. Distribution Date shall mean the date of the consummation of the Distribution, which shall be determined by the Parent Board in its sole and absolute discretion. Distribution Ratio shall mean a number equal to one-third (1/3). Effective Time shall mean 11:59 p.

Definitions from Employee Matters Agreement

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

Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below. Action shall mean any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal. Adjusted SpinCo Stock Value shall mean the product obtained by multiplying (a) the SpinCo Stock Value by (b) the Distribution Ratio. Affiliate shall mean, when used with respect to a specified Person, a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. For the purpose of this definition, control (including with correlative meanings, controlled by and under common control with), when used with respect to any specified Person, 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, lease, promise, arrangement, release, warranty, commitment, undertaking or otherwise. It is expressly agreed that, prior to, at and after the Effective Time, for purposes of this Agreement (a) no member of the SpinCo Group shall be deemed to be an Affiliate of any member of the Parent Group and (b) no member of the Parent Group shall be deemed to be an Affiliate of any member of the SpinCo Group. Agreement shall have the meaning set forth in the Preamble to this Agreement and shall include all amendments, modifications, and changes hereto entered into pursuant to Section 8.17. Ancillary Agreements shall mean all agreements (other than the Separation and Distribution Agreement) entered into by the Parties or the members of their respective Groups (but as to which no Third Party is a party) in connection with the Separation, the Distribution, or the other transactions contemplated by the Separation and Distribution Agreement, including the Transition Services Agreement, the Tax Matters Agreement, this Agreement and the Transfer Documents. Applicable Exchange shall mean the securities exchange as may at the applicable time be the principal market for Parent Shares or SpinCo Shares, as applicable. Assets shall mean, with respect to any Person, the assets, properties, claims and rights (including goodwill) of such Person, wherever located (including in the possession of vendors or other third Persons or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of such Person, including rights and benefits pursuant to any contract, license, permit, indenture, note, bond, mortgage, agreement, concession, franchise, instrument, undertaking, commitment, understanding or other arrangement. Benefit Plan shall mean any contract, agreement, policy, practice, program, plan, trust, commitment or arrangement providing for benefits, perquisites or compensation of any nature from an employer to any Employee, or to any family member, dependent, or beneficiary of any such Employee, including cash or deferred arrangement plans, profit sharing plans, post-employment programs, pension plans, thrift plans, supplemental pension plans, welfare plans, stock option, stock purchase, stock appreciation rights, restricted stock, restricted stock units, performance stock units, other equity-based compensation and contracts, agreements, policies, practices, programs, plans, trusts, commitments and arrangements providing for terms of employment, fringe benefits, severance benefits, change in control protections or benefits, travel and accident, life, accidental death and dismemberment, disability and accident insurance, tuition reimbursement, adoption assistance, travel reimbursement, vacation, sick, personal or bereavement days, leaves of absences and holidays; provided, however, that the term Benefit Plan does not include any government-sponsored benefits, such as workers compensation, unemployment or any similar plans, programs, policies or agreements. COBRA shall mean the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as codified at Section 601 et seq. of ERISA and at Section 4980B of the Code. Code shall mean the Internal Revenue Code of 1986, as amended. Distribution shall have the meaning set forth in the Recitals. Distribution Date shall mean the date of the consummation of the Distribution, which shall be determined by the Parent Board in its sole and absolute discretion. Distribution Ratio shall mean a number equal to one-third (1/3). Effective Time shall mean 11:59 p.

Definitions from Secured Promissory Note

FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, AkaRx, Inc., a Delaware corporation (the Borrower), hereby unconditionally promises to pay to the order of Eisai Inc. or its assigns (the Lender), on or before the Maturity Date or at such times as specified below an amount equal to the sum of (a) all Out-of-Pocket Expenses and (b) all Services Fees due and owing to Lender under and in accordance with the terms and conditions of the Transition Services Agreement (the Loan), together with all accrued interest thereon, as provided in this Secured Promissory Note (this Note). The Borrower and the Lender are sometimes referred to herein individually as a Party and collectively as the Parties.

Definitions. The following terms when used herein shall have the meanings set forth in this Section 1. Affiliate means, with respect to any Person, any Person controlling, controlled by or under common control with such Person. For purposes of this definition, control means, with respect to any entity, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities (or other ownership interest), by contract or otherwise. Anti-Terrorism Law means any Law related to money laundering or financing terrorism, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56) (the USA PATRIOT Act), the Currency and Foreign Transactions Reporting Act, 31 U.S.C. SSSS 5311-5330 and 12 U.S.C. SSSS 1818(s), 1820(b) and 1951-1959) (also known as the Bank Secrecy Act), the Trading With the Enemy Act (50 U.S.C. SS 1 et seq., as amended) and Executive Order 13224 (effective September 24, 2001). Applicable Rate means five percent (5%) per annum. Blocked Person means any Person that (a) is publicly identified on the most current list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control of the US Department of the Treasury (OFAC) or resides, is organized or chartered, or has a place of business in a country or territory subject to OFAC sanctions or embargo programs or (b) is publicly identified as prohibited from doing business with the United States under the International Emergency Economic Powers Act, the Trading With the Enemy Act, or any other Law. Borrower has the meaning set forth in the introductory paragraph. Business Day means any day, other than a Saturday or a Sunday, on which commercial banks in New York City are not required or authorized by Law to remain closed. [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. Company Sale means (a) any Person or group (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) other than Purchaser or its Affiliates becomes the beneficial owner, directly or indirectly, of more than 50% of the outstanding Equity Interests of the Borrower or any direct or indirect parent company of the Borrower, (b) the sale, transfer or other disposition of all or substantially all of the Borrowers assets, or (c) the exclusive license by the Borrower to a Third Party of all or substantially all of the Borrowers rights with respect to the Compound and any Product. Compound means [***]. Debt of the Borrower, means all (a) indebtedness for borrowed money; (b) obligations for the deferred purchase price of property or services, except trade payables arising in the ordinary course of business; (c) obligations evidenced by notes, bonds, debentures or other similar instruments; (d) obligations as lessee under capital leases; (e) obligations in respect of any interest rate swaps, currency exchange agreements, commodity swaps, caps, collar agreements or similar arrangements entered into by the Borrower providing for protection against fluctuations in interest rates, currency exchange rates or commodity prices or the exchange of nominal interest obligations, either generally or under specific contingencies; (f) obligations under acceptance facilities and letters of credit; (g) guaranties, endorsements (other than for collection or deposit in the ordinary course of business), and other contingent obligations to purchase, to provide funds for payment, to supply funds to invest in any Person, or otherwise to assure a creditor against loss, in each case, in respect of indebtedness set out in clauses (a) through (f) of a Person other than the Borrower; and (h) indebtedness set out in clauses (a) through (g) of any Person other than Borrower secured by any lien on any asset of the Borrower, whether or not such indebtedness has been assumed by the Borrower. Default means any of the events specified in Section 9 which constitutes an Event of Default or which, upon the giving of notice, the lapse of time, or both pursuant to Section 9 would, unless cured or waived, become an Event of Default. Default Rate means, at any time, the Applicable Rate plus two percent (2%). Equity Interests means, with respect to a Person, the common, preferred or other equity of such Person, the voting securities of such Person entitled to vote generally in an election of directors (or similar governing persons) of such Person or any non-voting equity securities of such Person. Event of Default has the meaning set forth in Section 9. GAAP means generally accepted accounting principles in the United States of America as in effect from time to time. Governmental Entity means any federal, state, provincial, local or

Definitions from Intellectual Property License Agreement

This INTELLECTUAL PROPERTY LICENSE AGREEMENT (this Agreement), dated as of December 30, 2016 (the Closing Date), is entered into by and among BJ Services, LLC, a Delaware limited liability company (the Company), and Baker Hughes Incorporated, a Delaware corporation, on behalf of itself and its Subsidiaries (Baker Hughes). Company and Baker Hughes each may be referred to herein individually as a Party and collectively as the Parties.

Definitions. a) Capitalized terms used but not defined in this Agreement have the respective meanings assigned to such terms in the Contribution Agreement. For purposes of this Agreement, the following initially capitalized terms shall have the following meanings: Baker Hughes Licensed Technology means the Baker Hughes Patents and Baker Hughes Know-How. Baker Hughes Patents means the Patents listed on Schedule A (including, for the avoidance of doubt, any patents issuing after the Closing Date from any applications, reissues, divisions, continuations, continuation-in-part, extensions or reexaminations thereof) and any other Patent filed within twelve (12) months after the Closing Date by Baker Hughes or any of itsSubsidiaries which is derived from or otherwise based upon any of the Baker Hughes Know- How or the Company Know-How. Notwithstanding the foregoing, for the avoidance of doubt, in no event shall the Baker Hughes Patents include any of the Contributed Patents or any Patent in any jurisdiction outside of the Territory. Baker Hughes Know-How means, except as set forth on Schedule B of this Agreement, technical information and know-how (including any and all formulae, procedures, processes, methods, designs, know-how, show-how, trade secrets, inventions (whether or not patentable and whether or not reduced to practice), discoveries, computer software set forth on Schedule C of this Agreement (including source code and object code except as otherwise set forth on Schedule C), equipment operating systems, firmware, specifications prototypes, designs (including equipment design files, computer-aided design files, and related documentation), techniques, methods, ideas, concepts, data, research and development information, lab books, engineering and manufacturing information, manufacturing processes, sourcing information, quality control and testing procedures, testing data, electronic control circuits, specifications, diagrams, drawings, schematics, blueprints and parts lists and other proprietary information, rights and works of authorship (whether or not reduced to writing), copyrights, confidential information, licenses and similar proprietary rights in discoveries, analytic models, improvements, techniques, devices, patterns, formulations and specifications, copies and tangible embodiments of any of the foregoing (in whatever form or media)) and other tangible and intangible proprietary information, data, or material, in each case which are Licensable by Baker Hughes or any of its Subsidiaries as of the Closing Date but solely to the extent the foregoing constitute part of the Contributed Business immediately prior to the Closing Date or constituted part of the Contributed Business at any time in the eighteen (18) months prior thereto (including in each case to the extent relating to developments or work in process not yet commercialized as of the Closing Date); provided that the fact that the foregoing were not contributed by Baker Hughes to the Company under the Contribution Agreement shall not be deemed or alleged to mean that any of the foregoing did not constitute part of the Contributed Business. Company Business means the business of the Company, comprising the Contributed Business and the Partner Contributed Business. Company Know-How means, except as set forth on Schedule D of this Agreement, technical information and know-how (including any and all formulae, recipes, procedures, processes, methods, designs, know-how, show-how, trade secrets, inventions (whether or not patentable and whether or not reduced to practice), discoveries, computer software (including source code, object code, equipment operating systems, firmware, and specifications), prototypes, designs (including equipment design files, computer-aided design files, and related documentation), techniques, methods, ideas, concepts, data, research and development information, lab books, engineering and manufacturing information, manufacturing processes, sourcing information, quality control and testing procedures, testing data, electronic control circuits, specifications, diagrams, drawings, schematics, blueprints and parts lists and other proprietary information, rights and works of authorship (whether or not reduced to writing), copyrights, confidential information, licenses and similar proprietary rights in discoveries, analytic models, improvements, techniques, devices, patterns, formulations and specifications, copies and tangible embodiments of any of the foregoing (in whatever form or media)) and other tangible and intangible proprietary information, data, or material, in each case which are Licensable by Company or any of its Subsidiaries as of the Closing Date but solely to the extent the foregoing constitute part of the Partner Contributed Business immediately prior to the Closing Date or constituted part of the Partner Contributed Business at any time in the eighteen (18) months prior thereto (including in each case to the extent relat

DEFINITIONS from Amendment

This Second Amended and Restated Term Loan Agreement dated as of August 25, 2014 and effective as of January 30, 2015 (as amended, amended and restated, modified or supplemented from time to time, this Agreement) is entered into by and among ALBERTSONS LLC, a Delaware limited liability company (Parent Borrower), ALBERTSONS HOLDINGSALBERTSONS COMPANIES, LLC (Holdings), the parties hereto from time to time as Co-Borrowers, the other Guarantors party hereto, the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a Lender and collectively, Lenders as hereinafter further defined) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, in its capacity as administrative agent and collateral agent (in such capacity, Agent as hereinafter further defined).

DEFINITIONS. For purposes of this Agreement the following terms shall have the respective meanings given to them below: 2016-1 Term B-4 Borrowing shall mean a borrowing consisting of 2016-1 Term B-4 Loans of the same Type and, in the case of Eurodollar Rate Loans, have the same Interest Period made by each of the Term B-4 Lenders pursuant to Section 2.1(b). 2016-1 Term B-4 Commitment shall means any Exchange 2016-1 Term B-4 Commitment or Additional 2016-1 Term B-4 Commitment, as such commitment may be (a) reduced from time to time pursuant to Section 2.4 and (b) reduced or increased from time to time pursuant to (i) assignments by or to such Lender pursuant to an Assignment and Acceptance, (ii) an Incremental Amendment or (iii) an Extension Election. 2016-1 Term B-4 Lenders shall mean, collectively, the Term Lenders with 2016-1 Term B-4 Commitments on the Amendment No. 1 (B-5) Effective Date. 2016-1 Term B-4 Loan shall mean any Exchange 2016-1Term B-4 Commitment or Additional 2016-1 Term B-4 Commitment. 2016-1 Term B-4 Maturity Date shall mean August 25, 2021 or, if such date is not a Business Day, the first Business Day thereafter. 2016-1 Term B-4 Repricing Event shall mean (i) any prepayment or repayment of 2016-1 Term B-4 Loans with the proceeds of, or any conversion of such 2016-1 Term B-4 Loans into, any new or replacement tranche of any new or additional term loans under the this Agreement that is broadly marketed or syndicated to banks and other institutional investors in similar financings (excluding indebtedness incurred in connection with a change of control or acquisition (or similar investment) not otherwise permitted under this Agreement) and bearing interest at an effective interest rate less than the effective yield applicable to the 2016-1 Term B-4 Loans then in effect, and excluding for the avoidance of doubt, any prepayment or repayment of the 2016-1 Term B-4 Loans made with cash on hand or the proceeds of any revolving loans under the ABL Facility and (ii) any amendment to this Agreement that reduces the effective applicable margin for the 2016-1 Term B-4 Loans. 2016-1 Term B-5 Borrowing shall mean a borrowing consisting of 2016-1 Term B-5 Loans of the same Type and, in the case of Eurodollar Rate Loans, have the same Interest Period made by each of the 2016-1Term B-5 Lenders pursuant to Section 2.1(b). 2016-1 Term B-5 Commitment shall means any Exchange 2016-1 Term B-5 Commitment or Additional 2016-1Term B-5 Commitment, as such commitment may be (a) reduced from time to time pursuant to Section 2.4 and (b) reduced or increased from time to time pursuant to (i) assignments by or to such Lender pursuant to an Assignment and Acceptance, (ii) an Incremental Amendment or (iii) an Extension Election. 2016-1 Term B-5 Lenders shall mean, collectively, the Term Lenders with 2016-1 Term B-5 Commitments on the Amendment No. 1 (B-5) Effective Date 2016-1 Term B-5 Loan shall mean any Exchange 2016-1Term B-5 Commitment or Additional 2016-1 Term B-5 Commitment. 2016-1 Term B-5 Maturity Date shall mean December 21, 2022 or, if such date is not a Business Day, the first Business Day thereafter. 2016-1 Term B-5 Repricing Event shall mean (i) any prepayment or repayment of 2016-1 Term B-5 Loans with the proceeds of, or any conversion of such 2016-1 Term B-5 Loans into, any new or replacement tranche of any new or additional term loans under the this Agreement that is broadly marketed or syndicated to banks and other institutional investors in similar financings (excluding indebtedness incurred in connection with a change of control or acquisition (or similar investment) not otherwise permitted under this Agreement) and bearing interest at an effective interest rate less than the effective yield applicable to the 2016-1 Term B-5 Loans then in effect, and excluding for the avoidance of doubt, any prepayment or repayment of the 2016-1 Term B-5 Loans made with cash on hand or the proceeds of any revolving loans under the ABL Facility and (ii) any amendment to this Agreement that reduces the effective applicable margin for the 2016-1 Term B-5 Loans. AB LLC shall have the meaning set forth in the Preamble hereto. ABL Agent shall mean Bank of America, N.A., in its capacity as administrative agent and collateral agent under the ABL Facility Documentation, or any successor agent or under the ABL Facility Documentation. ABL Credit Agreement shall mean the Credit Agreement, dated as of Original Closing Date, among the Parent Borrower, the other borrowers party thereto, the guarantors party thereto, Bank of America, N.A., as agent and the lenders and issuing banks from time to time party thereto, as such agreement may be amended, amended and restated, supplemented, waived or otherwise modified from time to time or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time. ABL Facility shall mean that credit facility made available to the Parent Borrower and certain of its Affiliates pur