Terms Defined in this Agreement. The following terms when used in this Agreement shall have the following definitions:
Terms Defined in this Agreement. As used below in this Agreement, the following capitalized terms shall have the following meanings, unless the context expressly requires otherwise:
Terms Defined in this Agreement. The following capitalized terms used herein shall have the meanings ascribed in the indicated sections.
Terms Defined in this Agreement. The following terms when used in this Agreement shall have the following definitions. Capitalized terms that are used in this Agreement but not defined herein shall have the meanings set forth in the Stock Purchase Agreement.
Terms Defined in this Agreement. Except as otherwise ------------------------------- defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in Appendix A for all purposes hereof.
Terms Defined in this Agreement. For purposes of this Agreement, where written with an initial capital letter, the following terms, words and phrases shall have the following respective meanings:
Terms Defined in this Agreement. Agreement Preamble Business Transfer Time Section 3.1 CFO Certificate Section 2.1(f) Charter Amendment Schedule 2.1(a) Cogint Preamble Cogint Board Recitals Cogint Common Stock Recitals Cogint Confidential Information Section 6.10(b) Cogint Group Employees Section 6.11(a) Cogint Released Persons Section 5.1(a) Contributed Cash Section 2.1(f) D&O Insurance Section 6.12(c) Guarantee Section 4.6(a) Indemnified Persons Section 6.12(a) Indemnitee Section 5.4(a) Indemnitor Section 5.4(a) Indemnity Payment Section 5.4(a) Internal Reorganization Recitals Management Employment Agreements Schedule 1.4 Omitted Services Section 4.3(b) Pre-Spin-Off Insurance Claims Section 6.9(b) Pre-Spin-Off Insurance Policies Section 6.9(a) Representatives Section 6.10(a) Service Provider Section 4.3(b) Service Recipient Section 4.3(b) Shared Data Section 4.8 Spin-Off Recitals Spin-Off Ratio Section 4.2(a) SpinCo Preamble SpinCo Common Stock Recitals SpinCo Confidential Information Section 6.10(a) SpinCo Group Employees Section 6.11(b) SpinCo Registration Statement Section 4.3(a) SpinCo Released Persons Section 5.1(b) Step Plan Section 2.1(a) Third-Party Claim Section 5.5(a) Third-Party Proceeds Section 5.4(a)
Terms Defined in this Agreement. The following terms (whether or not underscored) when used in this Agreement shall have the following meanings (such meanings to be equally applicable to the singular and plural forms thereof):
Terms Defined in this Agreement. The following capitalized terms shall
Terms Defined in this Agreement. The following terms shall have the meanings set forth below: (a) “Actuary” means (i) in the US, an enrolled actuary; or (ii) in the UK, a fellow of the Institute and Faculty of Actuaries. (b) “Alstom Pension Plan” means the registered pension scheme known as the Alstom Pension Scheme established by a Definitive Trust Deed dated July 22, 1998 and currently governed by a consolidated trust deed and rules dated May 5, 2010. (c) “BHGE Employee” means a current or former employee of any of the BHGE Entities. (d) “BHGE Entities” means BHGE, BHGELLC and their Subsidiaries. (e) “BHGE O&G Entities” means, GE Oil and Gas (UK) Ltd (Gold ID IF1222), Druck Limited (IS0093), DI UK Limited (DRS431), PII Limited (PS0077), Sondex Wireline Limited - 1 - EXECUTION VERSION (IF1353), GE Oil& Gas Pressure Control Ltd (IF1833) and Nuovo Xxxxxxx International S.r.l.(IF1029). (f) “BHGE Indemnitees” means, collectively, the BHGE Entities and their respective directors, officers, shareholders, trustees and employees and their heirs, successors and permitted assigns (but for the avoidance of doubt, not in their capacity as a plan participant, including under any GE Benefit Plan). (g) “BHGE UK Plan” means the Xxxxx Xxxxxx UK Pension Plan, a registered pension scheme for the purposes of Chapter 2 of Part 4 of the United Kingdom Finance Xxx 0000, which is governed by a Third Definitive Trust Deed dated July 6, 2012 and the rules attached thereto or such other registered pension scheme as may be newly established by BHGE or its Affiliate which is nominated by BHGE in writing to GE on or before December 31, 2018 as the BHGE UK Plan for the purposes of this Agreement. (h) “Closing” means closing of the transactions contemplated in the Transaction Agreement. (i) “Code” means the United States Internal Revenue Code of 1986, as amended. (j) “Contribution Notice” means a contribution notice issued by the Pensions Regulator under section 38 or section 47 of the Pensions Xxx 0000. (k) “Dutch Pension Plan” means the 2017 execution agreement (uitvoeringsovereenkomst) made with Stichting Pensioenfonds General Electric Nederland. (l) “ERISA” means the United States Employee Retirement Income Security Act of 1974, as amended. (m) “Exit Date” means the date on which the BHGE Entities cease to participate in the GE UK Pension Plan, or if later the date on which the BHGE Entities trigger a debt payable by the BHGE Entities to the trustees of the GE UK Pension Plan under section 75 of the Pensions Act 19...
