Treasury Regulations Uses in Definitions Clause

Definitions

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

Definitions from Restated Limited Liability Company Agreement

THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated effective as of [*], 2017, is hereby (i) duly adopted as the Limited Liability Company Agreement of Ranger Energy Holdings, LLC, a Delaware limited liability company (the Company), by Approval of a Supermajority of the Board, and (ii) ratified, confirmed and approved by Members of the Company constituting the Approval of a Majority of the Members and approval of the holders of a majority of each class of Units pursuant to Section 11.2(a) of the Prior Agreement.

Definitions. The following terms used in this Agreement shall have the following meanings (unless otherwise expressly provided herein): 1933 Act means the Securities Act of 1933, as amended, and any successor statute. Accountant means the certified public accountant or firm of certified public accountants, if any, selected by the Board to perform accounting functions on behalf of the Company. Acquiring Party has the meaning set forth in Section 3.18(c). Acquisition Contract has the meaning set forth in Section 3.18(c). Act means the Delaware Limited Liability Company Act, as the same may be amended from time to time, and any successor statute. Adjusted Capital Account Deficit means with respect to any Member, the deficit balance, if any, in the Capital Account of that Member as of the end of the relevant Fiscal Year, or other relevant period, giving effect to all adjustments previously made thereto pursuant to Section 7.7 and further adjusted as follows: (a) credit to such Capital Account, any amounts which that Member is obligated or deemed obligated to restore pursuant to any provision of this Agreement or pursuant to Treasury Regulations Section 1.704-1(b)(2)(ii)(c); (b) debit to such Capital Account, the items described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5), and (6); and (c) to the extent required under the Treasury Regulations, credit to such Capital Account (i) that Members share of Partnership Minimum Gain and (ii) that Members share of Partner Nonrecourse Debt Minimum Gain. Advancement of Expenses has the meaning set forth in Section 8.2. Advisory Manager has the meaning set forth in Section 5.15(a). Affiliate means:

Definitions from Restated Limited Liability Company Agreement

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated effective as of [*], 2017, is hereby duly adopted as the Limited Liability Company Agreement of Ranger Energy Holdings II, LLC, a Delaware limited liability company (the Company), by the undersigned.

Definitions. The following terms used in this Agreement shall have the following meanings (unless otherwise expressly provided herein): 1933 Act means the Securities Act of 1933, as amended, and any successor statute. Accountant means the certified public accountant or firm of certified public accountants, if any, selected by the Board to perform accounting functions on behalf of the Company. Act means the Delaware Limited Liability Company Act, as the same may be amended from time to time, and any successor statute. Adjusted Capital Account Deficit means with respect to any Member, the deficit balance, if any, in the Capital Account of that Member as of the end of the relevant Fiscal Year, or other relevant period, giving effect to all adjustments previously made thereto pursuant to Section 7.7 and further adjusted as follows: (a) credit to such Capital Account, any amounts which that Member is obligated or deemed obligated to restore pursuant to any provision of this Agreement or pursuant to Treasury Regulations Section 1.704-1(b)(2)(ii)(c); (b) debit to such Capital Account, the items described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5), and (6); and (c) to the extent required under the Treasury Regulations, credit to such Capital Account (i) that Members share of Partnership Minimum Gain and (ii) that Members share of Partner Nonrecourse Debt Minimum Gain. Adoption Agreement means an agreement between the Company and a newly-admitted Member substantially in the form of Exhibit B or any other form Approved by the Board. Advancement of Expenses has the meaning set forth in Section 8.2. Affiliate means:

Definitions from Incentive Compensation Plan

Definitions. As used in the Plan or in any instrument governing the terms of any Incentive Award, the following definitions apply to the terms indicated below: (a) "Affiliate" means, with respect to a specified Person, a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the specified Person. (b) "Award Agreement" means a written agreement, in a form determined by the Committee from time to time, entered into by each Participant and the Company, evidencing the grant of an Incentive Award under the Plan. (c) "Board of Directors" means the Board of Directors of OSG. (d) "Cash Incentive Award" means an award granted to a Participant pursuant to Section 8 of the Plan. (e) "Change in Control" means (i) any one Person, or more than one Person acting as a group (as defined under Treasury Regulation SS 1.409A-3(i)(5)(v)(B)), other than OSG or any employee benefit plan sponsored by OSG, acquires ownership of stock of OSG that, together with stock held by such Person or group, constitutes more than fifty percent (50%) of the total fair market value or total Voting Power of the stock of OSG; or (ii) any one Person, or more than one Person acting as a group (as defined under Treasury Regulation SS 1.409A-3(i)(5)(v)(B)) other than OSG or any employee benefit plan sponsored by OSG acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons) ownership of stock of OSG possessing thirty percent (30%) or more of the total Voting Power of the stock of OSG; or (iii) a majority of members of the Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors before the date of each appointment or election; or (iv) any one Person, or more than one Person acting as a group (as defined in Treasury Regulation SS 1.409A- 3(i)(5)(v)(B)) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions. For purposes of subsection (iv), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. The foregoing subsections (i) through (iv) shall be interpreted in a manner that is consistent with the Treasury Regulations promulgated pursuant to Section 409A of the Code so that all, and only, such transactions or events that could qualify as a "change in control event" within the meaning of Treasury Regulation SS1.409A-3(i)(5)(i) will be deemed to be a Change in Control for purposes of this Plan. (f) "Code" means the Internal Revenue Code of 1986, as amended from time to time, and all regulations, interpretations and administrative guidance issued thereunder. (g) "Committee" means the Compensation Committee of the Board of Directors or such other committee as the Board of Directors shall appoint from time to time to administer the Plan and to otherwise exercise and perform the authority and functions assigned to the Committee under the terms of the Plan. (h) "Common Stock" means OSG's Class A common stock, $0.01 par value per share, or any other security into which the common stock shall be changed pursuant to the adjustment provisions of Section 9 of the Plan. (i) "Company" means Overseas Shipholding Group, Inc. and all of its Subsidiaries, collectively. (j) "Deferred Compensation Plan" means any plan, agreement or arrangement maintained by the Company from time to time that provides opportunities for deferral of compensation. (k) "Effective Date" means the date the Plan is adopted. (l) "Employment" means the period during which an individual is classified or treated by the Company as a non-employee director of the Company. (m) "Exchange Act" means the Securities Exchange Act of 1934, as amended. (n) "Fair Market Value" means, with respect to a share of Common Stock, as of the applicable date of determination or if the exchange is not open for trading on such date, the immediately preceding day on which the exchange is open for trading, the closing price as reported on the date of determination on the principal securities exchange on which shares of Common Stock are then listed or admitted to trading (the "Securities Exchange"). In the event that the price of a share of Common Stock shall not be so reported, the Fair Market Value of a share of Common Stock shall be determined by the Committee in its sole discretion taking into account the requirements of Section 409A of the Code. (o) "Incentive Award" means one or more Stock Incentive Awards and/or Cash Incentive Awards, colle

DEFINITIONS from Tax Matters Agreement

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

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

DEFINITIONS from Tax Matters Agreement

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

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

DEFINITIONS from Retirement Plan

The Plan is intended to comply with the requirements of the Employee Retirement Income Security Act of 1974 and Section 401(k) of the Internal Revenue Code of 1986, as amended, and the Regulations promulgated thereunder. Effective as of January 1, 1988, the Plan was amended and restated to reflect the merger, also effective as of that date, of the Plan with the Employee Stock Ownership Plan for which contributions were suspended. Effective as of October 1, 1990, the Plan was amended and restated to provide additional investment options. Certain officers, as set forth in Section 16 of the Securities Exchange Act of 1934 and the rules thereunder ("Section 16 Officer(s)"), are subject to special limitations on their ability to make "participant-directed transactions" under the Plan. These provisions are set forth in Section XII of the Plan and apply to Section 16 Officers notwithstanding any other inconsistent provisions in the Plan. Effective January 1, 1994, the Plan was amended and res

DEFINITIONS. The following terms, when used herein, shall have the meanings stated below unless a different meaning is otherwise indicated or required by the context. As used herein, the singular number shall be deemed to include the plural, unless a different meaning is clearly indicated by the context:Account - Savings Contribution Account, Matching Contribution Account, ESOP Account, Rollover Account, and Profit Sharing Account, respectively, maintained for a Participant (or an Eligible Employee) as applicable.Affiliate - Any corporation 80 percent or more of whose stock (based on voting power or value) is owned directly or indirectly by the Company and any partnership or trade or business which is 80 percent or more controlled directly or indirectly by the Company, except that with respect to Section 3.7 hereof "50 percent" shall be substituted for "80 percent."The term "Affiliate" shall also include any corporation, partnership, trade, or business that is 50 percent or more owned directly or indirectly by the Company and unrelated to the Company under Sections 414(b), 414(c), 414(m), and 414(o) of the Code. Any Affiliate that meets the foregoing definition and adopts the Plan in accordance with Article IX of the Plan shall be a Participating Affiliate in the Plan and is subject to the multiple employer plan rules of Section 413(c) of the Code and the Treasury Regulations issued thereunder.Board of Directors - The Board of Directors of the Company. Code - The Internal Revenue Code of 1986, as amended.Committee - The MDU Resources Group, Inc. Employee Benefits Committee appointed to administer the Plan pursuant to Article IV. Common Stock - Common Stock of the Company.Company - MDU Resources Group, Inc. or any successor thereto.Company Pension Plan - Any one or more of the following pension plans: MDU Resources Group, Inc. Pension Plan for Non-Bargaining Unit Employees, Knife River Corporation Salaried Employees' Pension Plan, and Williston Basin Interstate Pipeline Company Pension Plan.Compensation - The total compensation paid to an Eligible Employee by the Employer (not in excess of $200,000, as adjusted by the Secretary of the Treasury to reflect increases in the cost of living), unreduced by any savings contributions of the Eligible Employee to the Plan, and any amount contributed by the Employer pursuant to a salary reduction agreement and which is not includible in the gross income of an Employee under Sections 125, 132(f)(4), 402(e)(3), 402(h), or 403(b) of the Code, including any differential wage payment (as defined in Section 3401(h)(2) of the Code), but excluding other contributions to the Plan, contributions to other employee benefit plans, relocation allowances, club membership reimbursements, the cost of group life insurance that is added to taxable income of the Eligible Employee, and any other extra or additional compensation from the Employer which does not constitute base compensation, such as bonuses and other incentive compensation. Notwithstanding the foregoing, for the 2000 - 2003 Plan Years, for participants employed by International Line Builders, Inc., Highline Equipment, Inc. or Loy Clark Pipeline Co. Inc., Compensation shall include bonuses and dividend equivalents.Deferred Savings Feature - That portion of the Plan attributable to participation in a cash or deferred arrangement with the Company pursuant to Section 401(k) of the Code.Direct Rollover - For purposes of Section 4.7, a Direct Rollover is a payment by the Plan to the Eligible Retirement Plan specified by the Distributee.Disability - A physical or mental condition of an Eligible Employee which results in permanent and total disability as defined by the Social Security Administration.Distributee - For purposes of Section 4.7, a Distributee includes an Employee or former Employee. In addition, the Employee's or former Employee's surviving spouse and the Employee's or former Employee's spouse or former spouse who is the alternate payee under a qualified domestic relations order (QDRO), as defined in Section 414(p) of the Code, are Distributees with regard to the interest of the spouse or former spouse.Effective Date -The "Effective Date" of the amendment and restatement of the Plan is January 1, 2017. The Plan was originally established effective January 1, 1984.Eligible Employee - An "Eligible Employee" means each regular full-time Employee or part-time Employee scheduled to work at least 1,000 hours a year who is at least 18 years of age and who is actively employed by the Employer, provided, however, that a part-time Employee scheduled to work less than 1,000 hours a year who completes more than 1,000 hours of service within a twelve-month period beginning on the Employee's employment date or in any subsequent Plan Year shall be an Eligible Employee. Notwithstanding the foregoing, unless specifically approved as an Eligible Employee by the Committee, an Employee of an Employer shall not be an Eligible Employee during any time wh

Definitions from Asset Purchase Agreement

THIS ASSET PURCHASE AGREEMENT (this Agreement) is made and entered into as of the 25th day of April, 2017, by and between GREEN PLAINS CATTLE COMPANY LLC, a Delaware limited liability company (the Purchaser), and CARGILL CATTLE FEEDERS, LLC, a Delaware limited liability company (the Seller).

Definitions. For purposes of this Agreement, the following terms have the meanings specified: Affiliate when used in reference to a specified Person, means any Person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with the specified Person. Agreed Claim has the meaning set forth in Section 8.3(a). Agreement has the meaning set forth in the introductory paragraph hereof. Alternative Transaction means any (i) direct or indirect acquisition of assets of the Seller or any of its subsidiaries (including any voting equity interests of Sellers subsidiaries) equal to 50.1% or more of the fair market value of Sellers consolidated assets or to which 50.1% or more of the Sellers net revenues or net income on a consolidated basis are attributable, (ii) direct or indirect acquisition of 50.1% or more of the voting equity interests of the Seller, (iii) tender offer or exchange offer that if consummated would result in any person beneficially owning 50.1% or more of the voting equity interests of the Seller, (iv) merger, consolidation, other business combination or similar transaction involving the CMS or any of its subsidiaries, pursuant to which such person would own 50.1% or more of the consolidated assets, net revenues or net income of the Seller and its subsidiaries, taken as a whole, or (v) liquidation or dissolution (or the adoption of a plan of liquidation or dissolution) of the Seller or the declaration or payment of an extraordinary dividend (whether in cash or other property) by the Seller; in all cases of clauses (i)-(iv) where such transaction is to be entered into with any person or group of persons other than Purchaser or its affiliates. Ancillary Documents means the documents, instruments and agreements to be executed and/or delivered by the parties pursuant to this Agreement, including the Bill of Sale, Assignment and Assumption Agreement, the Deeds, the Transition Services Agreement and the Production Agreement. Assets has the meaning set forth in Section 2.1(a). Assigned Contracts has the meaning set forth in Section 2.1(a)(iv). Assignment and Assumption Agreement has the meaning set forth in Section 2.5(b)(ii). Assumed Liabilities has the meaning set forth in Section 2.1(d). Base Purchase Price has the meaning set forth in Section 2.2. Basket has the meaning set forth in Section 8.5(a). Benefit Plan means any and all employee benefit plans (within the meaning of Section 3(3) of ERISA), stock option, restricted stock, stock purchase, stock appreciation, or phantom stock plan. Bill of Sale has the meaning set forth in Section 2.5(b)(i). Books and Records has the meaning set forth in Section 2.1(a)(v). Business means the business of owning, feeding and growing cattle for slaughter operated by Seller at the Feedlots. Business Day means a day other than a Saturday, Sunday or other day on which national banks in the States of Colorado and Kansas are not required or authorized to close. CERCLA means the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended. Claim Notice has the meaning set forth in Section 8.3(b). Closing has the meaning set forth in Section 2.5(a). Closing Date has the meaning set forth in Section 2.5(a). Closing Date Purchase Price has the meaning set forth in Section 2.3(a). Closing Date Inventory means the dollar value of Inventory determined in accordance with the Inventory Methodology as of the close of business on the Closing Date. CMS means Cargill Meat Solutions Corporation, a Delaware corporation and Affiliate of Seller. Code means the Internal Revenue Code of 1986, as amended, and Treasury Regulations promulgated thereunder. Confidentiality Agreement means that certain Confidentiality Agreement by and between Purchaser and Seller exchanged May 2, 2016. Contract means any agreement, license agreement (other than a license or Permit granted by a Governmental Body), contract, lease, sublease, consensual obligation, promise, commitment, arrangement, understanding or undertaking (whether written or oral) of any type, nature or description that is legally binding. Core Representations has the meaning set forth in Section 8.4. Deed has the meaning set forth in Section 2.5(b)(iii). Defense Notice has the meaning set forth in Section 8.3(b). Direct Claim has the meaning set forth in Section 8.3(a). Direct Claim Indemnification Notice has the meaning set forth in Section 8.3(a). Direct Claim Indemnification Dispute Notice has the meaning set forth in Section 8.3(a). Effective Time is defined in Section 2.5(a). Encumbrance means liens, pledges, mortgages, security agreements, security interests, pledges, charges, adverse claims, easements, servitude, rights of way, encroachments, restrictions, assessments, leases, agreements, licenses, covenants, conditions, levies, options, rights of first refusal, rights of first option, restrictions on transfer, or proxies or other voting or exercise

DEFINITIONS from Tax Separation Agreement

This Tax Separation Agreement (the Agreement) is entered into as of the [*] day of [*], [2017], between MetLife, Inc. (MetLife), a Delaware corporation, by and on behalf of itself and each Affiliate of MetLife, and Brighthouse Financial, Inc. (Brighthouse and, together with MetLife, the Parties), a Delaware corporation, by and on behalf of itself and each Affiliate of Brighthouse.

DEFINITIONS. For purposes of this Agreement (including the recitals hereof), the following terms have the following meaning, and capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings assigned to them in the Master Separation Agreement. Active Trade or Business means the business that is actively conducted (as defined in Section 355(b)(2) of the Code and the regulations thereunder) by the separate affiliated group (as defined in Section 355(b)(3)(B) of the Code) with respect to Brighthouse or MetLife, as applicable, as conducted immediately prior to the Distribution. Adjustment Request means any formal or informal claim or request filed with any Tax Authority, or with any administrative agency or court, for the adjustment, refund, or credit of Taxes, including (a) any amended Tax Return claiming adjustment to the Taxes as reported on the Tax Return or, if applicable, as previously adjusted, (b) any claim for equitable recoupment or other offset, and (c) any claim for refund or credit of Taxes previously paid. Affiliate means any corporation, partnership, limited liability company, or other entity directly or indirectly Controlled by the entity in question. Agreement has the meaning set forth in the Preamble. BRCD means Brighthouse Reinsurance Company of Delaware. Brighthouse has the meaning set forth in the Preamble. Brighthouse Capital Stock means all classes or series of capital stock of Brighthouse, including (a) the Brighthouse Common Stock, (b) all options, warrants and other rights to acquire such capital stock and (c) all instruments properly treated as stock in Brighthouse for U.S. federal income tax purposes. Brighthouse Common Stock means the ordinary voting interests in Brighthouse. Brighthouse Group means Brighthouse and all Affiliates of Brighthouse (and each such entitys predecessors and successors), as determined immediately after the Distribution. For the avoidance of doubt, a fiscally transparent entitys items of income, gain, loss or deduction is treated as attributable to such entitys owners or shareholders. Brighthouse Separate Return means any Tax Return of or including any member of the Brighthouse Group (including any consolidated, combined or unitary return) that is not a Joint Return. Capital Stock means the Brighthouse Capital Stock or the MetLife Capital Stock, as applicable. Code means the Internal Revenue Code of 1986, as amended. Contributed Property means the following property contributed by MetLife to HoldCo as part of the Separation: (i) 100% of the outstanding shares of common stock of MLUS, (ii) 100% of the outstanding shares of common stock of New England Life Insurance Company, (iii) 100% of the membership interests in Brighthouse Securities LLC, (iv) 100% of the membership interests in Brighthouse Services LLC, and (v) 100% of the interests in MetLife Advisers LLC. Control means the ownership of stock or other securities possessing at least 50 percent of the total combined voting power of all classes of securities entitled to vote. Debt-for-Equity Exchange means the distribution by MetLife of Retained Stock to MetLife creditors, in any case no later than five years after the Distribution. Distribution has the meaning set forth in the Recitals. Distribution Date has the meaning set forth in the Recitals. Employee Matters Agreement means the Employee Matters Agreement entered into by and between MetLife and Brighthouse on the date hereof, as the same may be amended. Employment Taxes means any Tax the liability or responsibility for is allocated pursuant to the Employee Matters Agreement. Fifty-Percent or Greater Interest has the meaning ascribed to such term for purposes of Sections 355(d) and (e) of the Code. Final Determination means the final resolution of liability for any Tax, which resolution may be for a specific issue or adjustment or for a taxable period, (a) by IRS Form 870 or 870-AD (or any successor forms thereto), on the date of acceptance by or on behalf of the taxpayer, or by a comparable form under the laws of a state, local, or non-U.S. taxing jurisdiction, except that a Form 870 or 870-AD or comparable form shall not constitute a Final Determination to the extent that it reserves (whether by its terms or by operation of law) the right of the taxpayer to file a claim for refund or the right of the Tax Authority to assert a further deficiency in respect of such issue or adjustment or for such taxable period (as the case may be); (b) by a decision, judgment, decree, or other order by a court of competent jurisdiction, which has become final and unappealable; (c) by a closing agreement or accepted offer in compromise under Sections 7121 or 7122 of the Code, or a comparable agreement under the laws of a state, local, or non-U.S. taxing jurisdiction; (d) by any allowance of a refund or credit in respect of an overpayment of Tax, but only after the expiration of all periods during which such refund may be recovered (including by w

Definitions from Tax Receivable Agreement

This TAX RECEIVABLE AGREEMENT (this Agreement), dated as of [*], 2017, is hereby entered into by and among Carvana Co., a Delaware corporation (together with its Subsidiaries that are consolidated for U.S. federal income and applicable state and local Tax purposes, and assuming for this purpose that all available elections to file consolidated tax returns have been made, the Corporate Taxpayer), Carvana Group, LLC, a Delaware limited liability company (the Company), the TRA Holders and the Agent.

Definitions. As used in this Agreement, the terms set forth in this Article I shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined). Accrued Amount has the meaning set forth in Section 3.1(b) of this Agreement. Actual Tax Liability means, with respect to any Taxable Year, the actual liability for Taxes of (i) the Corporate Taxpayer and (ii) without duplication, the Company, but only with respect to Taxes imposed on the taxable income of the Company that is allocable to the Corporate Taxpayer or to the other members of the consolidated, combined, or unitary group of which the Corporate Taxpayer is a member for such Taxable Year. Affiliate means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person. Agent means [*] or such other Person designated as such pursuant to Section 7.6(c). Agreed Rate means a per annum rate of LIBOR plus 100 basis points. Agreement has the meaning set forth in the preamble to this Agreement. Amended Schedule has the meaning set forth in Section 2.3(b) of this Agreement. Attributable has the meaning set forth in Section 3.1(b) of this Agreement. Basis Adjustment means any adjustment to the Tax basis of a Reference Asset as a result of an Exchange and the payments made pursuant to this Agreement with respect to such Exchange (as calculated under Section 2.1 of this Agreement), including, but not limited to: (i) under Sections 734(b), 743(b), and 754 of the Code (in situations where, following an Exchange, the Company remains classified as a partnership for U.S. federal income tax purposes); and (ii) under Sections 732(b), 734(b) and 1012 of the Code (in situations where, as a result of one or more Exchanges, the Company becomes an entity that is disregarded as separate from its owner for U.S. federal income tax purposes), and in each case, comparable sections of state and local Tax laws. For the avoidance of doubt, (i) the amount of any Basis Adjustment resulting from an Exchange of Exchangeable Units shall be determined without regard to any Section 743(b) adjustment attributable to such Exchangeable Units prior to such Exchange, (ii) payments made under this Agreement shall not be treated as resulting in a Basis Adjustment to the extent such payments are treated as Imputed Interest, and (iii) for the purpose of calculating any Basis Adjustment resulting from an Exchange, all consideration shall be allocated to the purchase of Exchangeable Units (and none to the Class B Common Stock, if any) in such Exchange. Beneficial Owner means, with respect to a security, a Person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of, such security and/or (ii) investment power, which includes the power to dispose of, or to direct the disposition of, such security. The terms Beneficially Own and Beneficial Ownership shall have correlative meanings. Board means the board of directors of the Corporate Taxpayer. Business Day means any day other than a Saturday, Sunday or other day on which the banks in New York, New York or Phoenix, Arizona are authorized by law to be closed. Cash Payment has the meaning set forth in the Exchange Agreement. Change of Control has the meaning set forth in the Exchange Agreement. Change of Control Exchange has the meaning set forth in the Exchange Agreement. Change of Control Exchange Date has the meaning set forth in the Exchange Agreement. Class A Common Stock has the meaning set forth in the LLC Agreement. Class B Common Stock has the meaning set forth in the LLC Agreement. Code has the meaning set forth in the recitals of this Agreement. Common Units has the meaning set forth in the LLC Agreement. Company has the meaning set forth in the recitals of this Agreement. Control means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. Corporate Taxpayer has the meaning set forth in the preamble to this Agreement. Corporate Taxpayer Return means the U.S. federal and/or state and local Tax Return of the Corporate Taxpayer (including any consolidated group of which the Corporate Taxpayer is a member, as further described in Section 7.13(a) of this Agreement) filed with respect to any Taxable Year. Cumulative Net Realized Tax Benefit for a Taxable Year means the cumulative amount (but not less than zero) of Realized Tax Benefits for all Taxable Years of the Corporate Taxpayer, up to and including such Taxable Year, net of the cumulative amount of Realized Tax Detriments for the same period. The Realized Tax Benefit and Realized Tax Detriment for each Taxable Year shall be determined based