Definitions

Definitions. Except as otherwise expressly provided in the preamble and recitals of this Second Supplemental Indenture or otherwise clearly required by the context hereof, all capitalized terms used and not defined in this Second Supplemental Indenture that are defined in the Base Indenture shall have the respective meanings assigned to them in the Base Indenture.

Definitions. As used in this Agreement, the following terms have the respective meanings set forth below.

Definitions. 1.1 "Affiliates" means entities that control, are controlled by, or are under common control with, a Party to this Agreement. 1.2 "Bundled System" means a Lenovo Product which includes the Software in accordance with the terms of this Agreement. 1.3 "Content" means the video offerings on the FilmOn website. Content includes, but is not limited to, the internet television channels and video on demand FilmOn offerings. 1.4 "Electronic Self-Help" means a process where Partner electronically... disables, removes, or otherwise prevents the use of its software product without the End User's cooperation or consent. 1.5 "Deliverables" means items that Partner prepares for or provides to Lenovo as described in this Agreement and any relevant attachments, appendices or exhibits specifically referenced in this Agreement. Deliverables include Software. 1.6 "End User" means an end-user (not a reseller or sub-licensor) of a Lenovo Product. 1.7 "Harmful Code" means any computer code, programming instruction, or set of instructions (including without limitation, self-replicating and self propagating programming instructions commonly called viruses and worms) with the ability to damage, interfere, or otherwise adversely affect computer programs, data files, or hardware, without the consent or intent of the computer user. 1.8 "Lenovo App Store" means the online software store that is accessible via web browsers and through Lenovo's proprietary store application that runs on Lenovo Products. Such software store enables visitors to view a catalog of software products, including, but not limited to, applications, systems, utilities, images, text files, sound files and data ("App Store Offerings") and to download, register and purchase licenses to use such App Store Offerings. Partner will publish Software on such store for updates and the sale of "upsell Software" as agreed to herein and subject to the terms and conditions of the Lenovo App Store. 1.9 "Lenovo Product" means categories of Lenovo products which may include Lenovo branded personal computer products (including, but not limited to, desktop and notebook computers, etc.) and Android devices. 1.10 "Partner Material(s)" means Partner Licensed Marks, Software, Content, Service and Partner Sites as described in Exhibit A. 1.11 "Partner Sites", means the Internet websites located as of the Effective Date at the uniform resource location identified in Exhibit A and related pages (and any successors, replacements or additions thereto). 1.12 "Personal Data" means any information that is processed for Lenovo that may identify an individual. 1.13 "Personnel" means agents, employees or subcontractors engaged or appointed by Lenovo or Partner. 1.14 "Software" means the Partner-branded software and products, as described in Exhibit A. Software includes the Content, Service and Updates. 1.15 "Term" means the duration of this Agreement, commencing on the Effective Date. 1.16 "Territory" refers to countries and territories identified in Exhibit A. 2 1.17 "Updates" means maintenance releases (e.g., containing bug fixes or other minor improvements) which are developed and commercially released by Partner or its authorized contractors during the Term. View More

Definitions. For purposes of this Agreement, the following terms have the meanings ascribed thereto in this Section 1: "Affiliate" means, with respect to a Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, the term "control" (including the terms "controlled by" and "under common control with") means the direct or indirect power to direct or cause the direction... of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. "Allscripts Competing Provider" means a Person or Persons identified on a Product Schedule for an Allscripts Product that has developed and offers a product that competes with the applicable Allscripts Product identified on such Product Schedule. "Allscripts Customer Agreement" means a valid written agreement between Allscripts and a person or entity under which Allscripts provides such person or entity with a license or access to the NantHealth Products or NantHealth Services in accordance with this Agreement. "Allscripts Product Data" means Data concerning a NantHealth Sublicensed Customer or its patients, business or operations that is (i) submitted or uploaded to or placed into an Allscripts Product by a NantHealth Sublicensed Customer or (ii) otherwise collected, stored, processed, generated or output by an Allscripts Product for a NantHealth Sublicensed Customer through use of the Allscripts Product by such NantHealth Sublicensed Customer (such as PHI or de-identified clinical or transaction data). For the avoidance of doubt, Allscripts Product Data does not include Managed Services Data. 0 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. "Allscripts Products" means the Allscripts products identified in one or more Product Schedules hereto, including any Updates made generally available by Allscripts, whether as Installed Products or SaaS Products. "Allscripts Prospect" means a prospective Allscripts Sublicensed Customer. "Allscripts Services" means (a) Support Services and hosting services related to the Allscripts Products provided by Allscripts under this Agreement; and (b) professional services provided by or on behalf of Allscripts related to the Allscripts Products. "Allscripts Sublicensed Customer" means a person or entity who has executed an Allscripts Customer Agreement with Allscripts. "Allscripts Sublicensed Customer EULA" means the license agreement that shall be accepted and agreed to by each Allscripts Sublicensed Customer who will have access to NantHealth Products or NantHealth Services, a copy of which shall be attached as an annex to the applicable Product Schedule and which may be updated from time to time by NantHealth for new Customer Agreements upon reasonable notice to and approval of Allscripts, which approval shall not be unreasonably withheld. "Audited Party" is defined in Section 14 hereof. "Auditing Party" is defined in Section 14 hereof. "Capsule" is defined in Section 2.11 hereof. "Change of Control" means any of the following: (a) any merger, reorganization, share exchange, consolidation, or other business combination involving a Party and its subsidiaries, other than (i) any acquisition or other similar transaction in which a Party acquires the assets or the securities of another Person and such Party does not issue capital stock of the Party representing more than fifty percent (50%) of the issued and outstanding shares of any class of capital stock of such Party, or (ii) any merger or similar transaction effected solely to change the domicile of a Party or any of its subsidiaries; (b) any acquisition by any Person as a result of which such Person (or any group of which such Person is a member) becomes a beneficial owner of more than fifty percent (50%) of the issued and outstanding shares of any class of capital stock of a Party in any single transaction or a series of related transactions; (c) any sale, lease, exchange, mortgage, pledge, transfer, or other disposition of all or substantially all of the assets of a Party and its subsidiaries in any single transaction or a series of related transactions; or (d) any exclusive license of all or substantially all of the intellectual property of a Party and its subsidiaries, in any single transaction or a series of related transactions. For purposes of this definition, the term "beneficial owner" has the meaning ascribed to such term in Rules 13d-3 and 13d-5 under the U.S. Securities Exchange Act of 1934, as amended, and the term "group" means two (2) or more Persons acting as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of the applicable securities referred to herein. 0 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. "Claim" means any claim, action, suit, or proceeding. "Competing Provider" means any NantHealth Competing Provider or any Allscripts Competing Provider, as the case may be. "Confidential Information" means non-public information of a Disclosing Party or its Affiliates, including (a) any trade secrets and any information relating to the Disclosing Party's current and planned products and services, technology, source code, techniques, know-how, research, engineering, designs, finances, accounts, procurement requirements, manufacturing, customer lists, business forecasts, and marketing; (b) any information disclosed in writing that is clearly marked "confidential" or with a similar proprietary notice at the time of disclosure; (c) any information disclosed verbally that is identified as "confidential" or similarly at the time of disclosure, or which, by its nature, a reasonable person would consider confidential; (d) the terms and conditions of this Agreement; (e) Data, including Data and PHI relating to Allscripts and NantHealth customers; and (f) the Disclosing Party's or its Affiliates' Products, including associated Documentation, and information provided by the Disclosing Party or its designees as part of the Disclosing Party's performance of its respective Services. "Controlled Technology" means any software, documentation, technology, or other technical data, or any products that include or use any of the foregoing, of which the export, re-export, or release to certain jurisdictions or countries is prohibited or requires an export license or other governmental approval under any Law, including the U.S. Export Administration Act and its associated regulations. "Customer Agreement" means an Allscripts Customer Agreement or a NantHealth Customer Agreement, as the case may be. "Data" means any data, information, and other content (regardless of whether de-identified) of any type and in any format, medium, or form, whether audio, visual, digital, screen, GUI, or other, that is input, submitted, uploaded to, placed into or collected, stored, processed, generated, or output by any device, system, or network by or on behalf of a Party (or any of its licensors or Affiliates) or any Sublicensed Customer, Managed Services Customer or otherwise relating to a Party (or any of its licensors or Affiliates) or a Sublicensed Customer or Managed Services Customer and arising out of or relating to this Agreement, including any and all data, analyses, and other information and materials resulting from any use of a Party's Products or Services under this Agreement. "Documentation" means all user manuals, operating manuals, technical manuals, and any other instructions, specifications, documents, or materials, in any form or media, that describe the functionality, installation, testing, operation, use, maintenance, support, technical, or other components, features, or requirements of any of either Party's Products or Services, together with all revisions to such documentation delivered by or on behalf of a Party and as updated from time to time by a Party. 0 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. "Eligible Allscripts Prospect" means an Allscripts Prospect who is registered and qualified through the registration and approval process described in Section 2.5 hereof. "Eligible NantHealth Prospect" means a NantHealth Prospect who is registered and qualified through the registration and approval process described in Section 2.5 hereof. "Eligible Prospect" means an Eligible Allscripts Prospect or an Eligible NantHealth Prospect, as the case may be. "Error" means any failure of any of a Party's Products to substantially conform to the Documentation. "EULA" means an Allscripts Sublicensed Customer EULA or a NantHealth Sublicensed Customer EULA. "Harmful Code" means (a) any virus, Trojan horse, worm, backdoor, or other software or hardware devices, the effect of which is to permit unauthorized access to, or to disable, erase, or otherwise harm, any computer, systems, or software; or (b) any time bomb, drop dead device, or other software or hardware device designed to disable a computer program automatically with the passage of time or under the positive control of any Person, or otherwise prevent, restrict, or impede a Party's or any Sublicensed Customer's use of such software or device. "Installed Products" means a Party's Products that are designed to be installed on the applicable customer's local computer systems/servers and all copies of the foregoing permitted hereunder. "Intellectual Property" means any and all intellectual property rights in any part of the world, whether registered or unregistered, and all applications for and renewals or extensions of such rights, including rights comprising or relating to: (a) patents, patent disclosures, and inventions (whether patentable or not); (b) trademarks, service marks, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith; (c) works of authorship, designs, copyrights, and copyrightable works (including computer programs), and rights in data and databases; (d) trade secrets, know-how, and other confidential information; and (e) all similar or equivalent rights or forms of protection. "Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement or rule of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction. "Level 1 Support" means basic troubleshooting and call triage, as may be more fully set forth on the applicable Product Schedule. "Loss" means all losses, damages, liabilities, deficiencies, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, the costs of enforcing any right to indemnification hereunder, and the cost of pursuing any insurance providers. 0 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. "Managed Services Agreement" means a valid written agreement between NantHealth and a person or entity pursuant to which NantHealth provides a Managed Services Offering that utilizes an Allscripts Product or an Allscripts Service. "Managed Services Customer" means a person or entity who has executed a Managed Services Agreement with NantHealth. "Managed Services Data" means Data concerning a Managed Services Customer or its patients, business or operations that is (i) submitted or uploaded to or placed into an Allscripts Product in connection with a Managed Services Offering or (ii) otherwise collected, stored, processed, generated or output by an Allscripts Product in connection with a Managed Services Offering through use of the Allscripts Product by NantHealth (such as PHI or de-identified clinical or transaction data). "Managed Services Offering" means outsourced management and business process services (e.g. care management and practice management services) offered by NantHealth and managed on behalf of a client. "Marks" means, with respect to a Party, such Party's trade names, trade dress, trademarks, service marks, logos, brand names and other identifiers, corporate names, meta-tags, and universal resource locators, and any applications, registrations, and renewals thereof. "NantHealth Competing Provider" means a Person or Persons identified on a Product Schedule for a NantHealth Product that has developed and offers a product that competes with the applicable NantHealth Product identified on such Product Schedule. "NantHealth Customer Agreement" means a valid written agreement between NantHealth and a person or entity under which NantHealth provides such person or entity with a license or access to the Allscripts Products or Allscripts Services in accordance with the Agreement. "NantHealth Product Data" means: (a) Data concerning an Allscripts Sublicensed Customer or its patients, business or operations that is (i) submitted or uploaded to or placed into a NantHealth Product by an Allscripts Sublicensed Customer or (ii) otherwise collected, stored, processed, generated or output by a NantHealth Product for an Allscripts Sublicensed Customer through use of the NantHealth Product by such Allscripts Sublicensed Customer (such as PHI or de-identified clinical or transaction data); and (b) Managed Services Data. "NantHealth Products" means the NantHealth products identified in one or more Product Schedules hereto, including any Updates made generally available by NantHealth, whether as Installed Products or SaaS Products. "NantHealth Prospect" means a prospective NantHealth Sublicensed Customer or prospective Managed Services Customer. 0 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. "NantHealth Services" means (a) Support Services and hosting services related to the NantHealth Products provided by NantHealth under this Agreement; and (b) professional services provided by or on behalf of NantHealth related to the NantHealth Products. "NantHealth Sublicensed Customer" means a person or entity who has executed a NantHealth Customer Agreement with NantHealth. "NantHealth Sublicensed Customer EULA" means the license agreement that shall be accepted and agreed to by each NantHealth Sublicensed Customer who will have access to Allscripts Products or NantHealth Services, a copy of which shall be attached as an annex to the applicable Product Schedule and which may be updated from time to time by Allscripts for new Customer Agreements upon reasonable notice to and approval of NantHealth, which approval shall not be unreasonably withheld. "Person" means any natural person, corporation, limited liability company, general partnership, limited partnership, trust, proprietorship, joint venture, business organization, or government, political subdivision, agency, or instrumentality. "Product Schedule" means one or more schedules to this Agreement that contain specific terms relating to the respective Products covered by this Agreement and that, when signed by both parties, shall become a part of this Agreement. "Products" means Allscripts Products or NantHealth Products, as the case may be. "Prospect" means an Allscripts Prospect or a NantHealth Prospect, as the case may be. "Representatives" means a with respect to a Party or its Affiliates, each of their respective employees, officers, directors, partners, shareholders, agents, attorneys, and third-party advisors. "Sales Activity" means conducting product demonstrations, exchanging proposals, conducting executive sales meetings, or performing similar sales activities. For the avoidance of doubt, a mass mailing or otherwise generalized business solicitation not targeted at a specific Person will not constitute "Sales Activity". "Services" means Allscripts Services or NantHealth Services, as the case may be. "Sublicensed Customer" means an Allscripts Sublicensed Customer or a NantHealth Sublicensed Agreement, as the case may be. "SaaS Product" means a Party's software-as-a-service solution that is made available on a hosted basis by or for such Party, including all of the component offerings as may be described in the respective Product Schedule. "Special Exclusivity Period" shall have the meaning set forth in Section 2.11(d) hereof. 0 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. "Support Services" means technical support, assistance, and maintenance (i.e., provision of Updates) related to a Party's Products, each as may be more fully set forth in the applicable Product Schedule. "Term" has the meaning set forth in Section 21 hereof. "Territory" means, with respect to a product or service, the territory specified on the respective Product Schedule. "Update" means any revision, modification, enhancement, upgrade, or new feature, functionality, module, or release of the Products, and any patch, bug fix, workaround, or Error correction to the Products, whether created for a Party specifically or released by a Party generally. The terms "sale," "seller," "resale," and "reseller" and derivations of the words include distribution and delivery of product or services by license, sublicense, or other forms of delivery to an end user. For the avoidance of doubt, Allscripts Products and NantHealth Products are licensed, not sold, and notwithstanding any use of any term to the contrary, in no event will any transaction contemplated by this Term Sheet be construed as a sale or assignment of Allscripts' intellectual property with respect to Allscripts Products or NantHealth's intellectual property with respect to NantHealth Products. View More

Definitions. Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Partnership Agreement. The following defined terms used in this Eleventh Amendment to the Partnership Agreement shall have the meanings specified below:

Definitions. For purposes of this Agreement, the following capitalized words or expressions have the following meanings: "Action" means any complaint, litigation, claim, audit, assessment, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority of any nature, civil, criminal, regulatory or otherwise, in Applicable Law or in equity. 1 "Affiliate" means any Person which controls, is controlled by, or is under common control with, another Person. A Person... is deemed to "control" another Person if it: (i) possesses, directly or indirectly, the power to direct or cause the direction of management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; or (ii) owns directly or indirectly at least fifty percent of any of the following: (A) The shares entitled to vote at a general election of directors of such other Person. (B) The voting interest in such other Person if such other Person does not have either shares or directors. "Agreement" means this Share Sale and Purchase Agreement, including all Exhibits. "Applicable Law" means laws, regulations, statutes, codes, rules, orders, permits, policies, licenses, certifications, decrees, standards or interpretations imposed by any Governmental Authority, that apply to this Agreement, the Transactions, Explorer or the Shares. "Assignment and Assumption Agreement" means an Assignment and Assumption Agreement between Seller and Buyer substantially in the form attached as Exhibit A. "Assumed Obligations" has the meaning given in Section 2.2. "Business Day" means a day other than Saturday or Sunday or any other day on which banks located in Houston, Texas or New York, New York are required or authorized to be closed. "Buyer" has the meaning given in the introductory paragraph to this Agreement. "Buyer Closing Documents" has the meaning given in Section 9.2. "Buyer Parties" means Buyer, SHLX, Buyer's Affiliates, SHLX's Affiliates, and their respective general partners, limited partners and subsidiaries (but excluding Seller and any Seller Parties) and the equity holders, partners, members, directors, officers, managers, employees, contractors, agents and representatives of Buyer, SHLX, and their respective general partners and limited partners and subsidiaries. "Buyer's Representations and Warranties" means the representations and warranties made by Buyer and SHLX in Section 6.1. "Charter Documents" means, with respect to any entity, the certificate of incorporation, articles of incorporation, bylaws, articles of organization, limited liability company agreement, partnership agreement, or other similar organizational documents of such entity. "Closing" has the meaning given in Section 4.2. "Closing Date" means the date on which the Closing occurs. "Closing Documents" means collectively the Buyer Closing Documents and the Seller Closing Documents. 2 "Code" means the Internal Revenue Code of 1986. "Conditions" means the conditions precedent to Closing contained in Sections 8.1 through 8.3. "Confidential Information" has the meaning given in Section 15.1. "Contract" means any written contract, indenture, note, bond, loan, instrument, lease, commitment or other agreement. "CPR Rules" means the International Institute for Conflict Prevention and Resolution rules for non-administered arbitration. "Current Shares" has the meaning given in the recitals. "Direct Claim" has the meaning given in Section 14.9. "Effective Date" means the date defined as "Effective Date" in the introductory paragraph of this Agreement. "Environment" means all forms of fauna, flora, soil, surface or subsurface waters, land, ground, surface or subsurface strata, ambient air or any other environmental medium, and "Environmental" shall be construed as pertaining to the "Environment". "EPSC" means Explorer's wholly owned Affiliate, Explorer Pipeline Services Company, a Delaware corporation. "EXPL" has the meaning given in the recitals. "EXPL Purchase Agreement" has the meaning given in the recitals. "Explorer" has the meaning given in the recitals. "Fundamental Representations" has the meaning given in Section 14.10(D). "GAAP" means United States generally accepted accounting principles and practices which are in effect from time to time. "Governmental Authority" means any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any governmental authority, agency, committee, department, board, commission or instrumentality of the United States, any state of the United States or any political subdivision thereof, and any tribunal, court or arbitrator(s) of competent jurisdiction. "HSR Act" means the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended. "Indemnitee" has the meaning given in Section 14.8(A). "Indemnifying Party" has the meaning given in Section 14.8(A). 3 "Interim Period" means the period of time from and including the Effective Date until and including the Closing Date. "Liabilities" means any and all claims, causes of action, payments, charges, judgments, awards, settlements, assessments, liabilities, losses, damages, Liens, penalties, interest, fines or costs and expenses, including any reasonable fees of attorneys, experts, consultants, accountants and other professional representatives and legal or other expenses incurred in connection therewith and including Third Party Claims, whether arising by Applicable Law, contract, tort, voluntary settlement or otherwise. "Lien" means any lien, pledge, mortgage, deed of trust, security interest, claim, lease, charge, option, right of first refusal, transfer restriction under any shareholder or similar agreement, hypothecation or encumbrance. "Material Adverse Effect" means, with respect to Explorer and EPSC, any state of facts, circumstance, change or effect that, individually or taken collectively with all other facts, circumstances, changes or effects, is materially adverse to the business, assets (as owned and operated as of the Effective Date) financial condition or results of operations of Explorer and EPSC taken as a whole or the ability of Seller to perform its obligations under the Transaction Documents and consummate the Transactions; provided, however, that none of the following (or their effects) will be deemed to constitute, and none of the following will be taken into account in determining whether there has been, a Material Adverse Effect: (A) Any adverse change, event, development, or effect arising from or relating to any of the following: (1) General business, legal or economic conditions in the industries or markets in which Explorer or EPSC operate (including changes in commodity prices). (2) National or international political, social or economic conditions, including any engagement in hostilities, whether or not pursuant to the declaration of a national emergency or war, the occurrence of any military or terrorist attack, sabotage, civil unrest or similar disorder (including the escalation or worsening of any of the foregoing), or a general economic recession. (3) Financial, debt, credit, securities, capital or energy markets (including any disruption thereof) in the United States or elsewhere. (4) Changes in GAAP or any other accounting principles applicable to Explorer or EPSC, or the interpretation thereof. (5) Changes in Applicable Laws, or the interpretation of those Applicable Laws. (6) The performance, announcement or consummation of the Transaction Documents and the Transactions. 4 (7) The taking of any action (or omitting to take any action) specifically required or permitted by any of the Transaction Documents or the taking of any action (or omitting to take any action) that Buyer or SHLX has requested or consented to, or which is otherwise expressly permitted by the Transaction Documents. (8) Any action taken by any Buyer Party, other than pursuant to this Agreement. (B) Any existing event, occurrence, or circumstance with respect to which SHLX's Chief Executive Officer of its general partner, Shell Midstream Partners GP LLC, John Hollowell, has actual knowledge, without duty of inquiry, as of the Effective Date. (C) Any decrease in the market price of any Party's (or such Party's Affiliate's) publicly traded equity securities. (D) The downgrade in the rating of any debt or debt securities of any Party (or such Party's Affiliate). (E) Any adverse change in or effect on the business of Explorer and EPSC that is cured by any of Explorer or EPSC, or Seller as applicable, or no longer exists by the earlier of the Closing or the termination of this Agreement under Section 13. The Party alleging the occurrence of a Material Adverse Effect has the burden of proof with respect to whether a Material Adverse Effect has occurred. "Order" means any order, injunction, judgment, decree, ruling, writ, assessment, award, subpoena, verdict, settlement or finding from any Governmental Authority. "Outside Date" means the later of each of the following: (A) August 25, 2016; or (B) Such other date as the Parties may agree. "Party" means Seller, SHLX or Buyer and "Parties" means all of them. "Person" means and includes natural persons, corporations, limited partnerships, limited liability companies, general partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and all Governmental Authorities. "Personal Information" means any information about an identifiable individual, other than that individual's business title or business contact information (such as business phone and fax number, business address and business e-mail) when used or disclosed for the purpose of business communications. "Purchase Price" has the meaning given in Section 3.1. 5 "Reasonable Efforts" means efforts in accordance with reasonable commercial practice and without incurring unreasonable expense. "Restated Certificate" means the Amended and Restated Certificate of Incorporation of Explorer Pipeline Company filed with the Secretary of State of the State of Delaware on April 1, 2004. "Representatives" means a Person's directors, officers, partners, members, managers, employees, agents or advisors (including attorneys, accountants, consultants, bankers and financial advisors) and any representatives of those advisors. "Securities Act" and "Securities Laws" have the meaning given in Section 6.1(E). "Seller" has the meaning given in the introductory paragraph to this Agreement. "Seller Closing Documents" has the meaning given in Section 9.1. "Seller's Insurance Policies" means any insurance policies (including reinsurance, self-insurance programs, matching deductible policies, financial responsibility filings or the like) of the Seller, any parent, subsidiary or Affiliate company of the Seller (excluding Explorer and its wholly-owned subsidiary), through which insurance coverage is presently or has previously been provided, in any way relating to the Shares, the assets of Explorer or any member of the board of directors of Explorer. Seller's Insurance Policies includes all insurance policies issued by a Seller's Affiliate or captive insurance companies and shall expressly exclude all insurance policies held by Explorer and its wholly-owned subsidiary. "Seller's Knowledge" means the actual knowledge of any of Rebecca J. Wawak, John G. Doll or Paul Patterson, of the relevant subject matter, without any duty of inquiry. "Seller Parties" means Seller, Seller's Affiliates, and their respective general partners, limited partners and subsidiaries (but excluding SHLX, Buyer, and any Buyer Parties) and the equity holders, partners, members, directors, officers, managers, employees, contractors, agents and representatives of Seller and Seller's Affiliates. "Seller's Representations and Warranties" means representations and warranties made by Seller in Section 5.1. "Shareholders Agreement" means the Shareholders Agreement dated 1 January 2016 by and among Explorer and the shareholders of Explorer. "Shares" has the meaning given in the recitals. "SHLX" has the meaning given in the introductory paragraph to this Agreement. "Tax" means all income taxes, transfer and any and all other taxes, including turnover, production, license, payroll, employment, excise, severance, occupation, premium, windfall profits, ad valorem, Environmental, custom duties, capital stock, franchise, profits, payroll or employment withholding, social and health insurance, social security (or similar), unemployment, disability, real property, personal property, abandoned property, forfeitures, escheat, alternative or add-on minimum or estimated taxes or other tax of any kind whatsoever imposed by any Tax Authority, including any related interest, fines or penalties. 6 "Tax Authority" means any revenue, customs or fiscal governmental, state, community, municipal or regional authority, body or Person authorized or empowered to impose, administer or collect any Tax. "Third Party" means any Person other than a Party (or its Affiliates). "Third Party Claim" has the meaning given in Section 14.8(B). "Transactions" means the transactions contemplated by the Transaction Documents. "Transaction Documents" means this Agreement and the Assignment and Assumption Agreement. "Transfer Tax" means any sales, transfer, stamp registration or similar duty imposed by any Tax Authority, including any related interest, fines or penalties. The term "Transfer Tax" excludes all taxes based on Seller's income, gross revenue, gross income or similar taxes and capital gains for which Seller may be liable upon consummation of the Transactions. "US$" means United States Dollars. 1.2 Interpretation. Unless the context expressly requires otherwise, all of the following apply to the interpretation of this Agreement: (A) All article, section and exhibit references used in this Agreement are to Articles and Sections of, and Exhibits to, this Agreement, as amended, unless otherwise specified. (B) The Exhibits constitute a part of this Agreement and are incorporated in this Agreement for all purposes. If a conflict exists between the body of this Agreement and the Exhibits, the body prevails to the extent of the conflict. (C) The plural and singular words each include the other. (D) The masculine, feminine and neuter genders each include the others. (E) The word "or" is not exclusive. (F) The words "includes" and "including" are not limiting. (G) References to the Parties include their respective successors and permitted assigns. (H) All recitals, the table of contents and headings in this Agreement are included for convenience and do not constitute a representation or warranty of any kind or affect the construction or interpretation of any provision of, or the rights or obligations of a Party under, this Agreement. 7 (I) If a conflict exists between any provision of this Agreement and any provision of the Transaction Documents or any other document delivered at Closing, the provisions of this Agreement will prevail. (J) Each Party and its advisors and attorneys has reviewed this Agreement and any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of an agreement, shall not be applicable to the construction or interpretation of this Agreement. (K) All accounting terms used, and not expressly defined, in this Agreement shall have the meanings given to them under GAAP. (L) Any event under this Agreement which is scheduled to occur on a day that is not a Business Day shall be deferred until the next succeeding Business Day. (M) Where provision is made for agreement or the giving of notice, approval or consent by any Party, unless otherwise specified, such agreement, notice, approval or consent must be in writing. (N) References to any deed, agreement or other instrument are to that deed, agreement or other instrument as it may from time to time be amended or extended in accordance with its provisions. (O) A reference to a statute or similar legislative instrument includes all regulations and rules made pursuant to the statute and, unless otherwise specified, the provisions of any statute, regulation or rule which amends, supplements or supersedes any such statute, regulation or rule. (P) Any capitalized word or expression cognate with any word or expression defined in this Agreement shall have the same meaning when used in this Agreement. View More

Definitions. For purposes of this Award Agreement: "Employment" means employment with the Company or any of its subsidiaries or Affiliates including but not limited to MPC and its subsidiaries and Affiliates. For purposes of this Award Agreement, Employment shall also include any period of time during which the Participant is on Disability status. The length of any period of Employment shall be determined by the Company or the subsidiary or Affiliate that either (i) employs the Participant or (ii) employed... the Participant immediately prior to the Participant's termination of Employment. "Forfeiture Event" means the occurrence of at least one of the following (a) the Company is required, pursuant to a determination made by the Securities and Exchange Commission or by the Board, or an authorized subcommittee of the Board, to prepare a material accounting restatement due to the noncompliance of the Company with any financial reporting requirement under applicable securities laws as a result of misconduct, and the Board determines that (1) the Participant knowingly engaged in the misconduct, (2) the Participant was grossly negligent with respect to such misconduct or (3) the Participant knowingly or grossly negligently failed to prevent the misconduct or (b) the Board concludes that the Participant engaged in fraud, 4 embezzlement or other similar misconduct materially detrimental to the Company. "Mandatory Retirement" means termination of Employment as a result of the Company's policy, if any, in effect at the time of the Grant Date, requiring the mandatory retirement of officers and/or other employees upon reaching a certain age or milestone. "Qualified Termination" for purposes of this Award Agreement shall have the same definition as under the Marathon Petroleum Corporation Amended and Restated Executive Change in Control Severance Benefits Plan (the "CIC Plan"), as in effect on the Grant Date, and such definition and associated terms are hereby incorporated into this Award Agreement by reference. Notwithstanding the definition of a "Change in Control" under the terms of the CIC Plan, for purposes of this Award Agreement such Change in Control for purposes of determining whether a separation from service is a Qualified Termination shall include a Change in Control of either MPC, as the direct employer of the Participant, or a Change in Control of the Partnership, as the issuer of the Award. View More

Definitions. Capitalized terms used in this Agreement but not defined herein shall have the meanings ascribed thereto in the applicable Guaranty.

Definitions. 6.1Average Bonus. "Average Bonus" shall mean the average of the annual cash bonuses earned (regardless of when paid) by Executive during the three fiscal years immediately preceding the fiscal year in which Executive terminated employment; provided, however, if Executive was not eligible to participate in the annual cash bonus program of the Company and its subsidiaries (either due to the fact Executive was not an employee of the Company or its subsidiaries during such fiscal year or any other... reason) during each such fiscal year, then Average Bonus shall mean the average of the annual cash bonuses earned (regardless of when paid) by Executive during the fiscal years that Executive was a participant in the annual cash bonus program of the Company and its subsidiaries. View More

Definitions. Capitalized terms used but not defined herein shall have the meanings set forth in the Dealer Manager Agreement.