Definitions

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.

Definitions. The definitions for certain terms used herein are set forth in Exhibit A.

Definitions. The following definitions are hereby added to Section 1.1 of the LLC Agreement in their appropriate alphabetical position:

Definitions. WITNESSETH WHEREAS, the Company is a Maryland corporation organized in accordance with Maryland General Corporation Law and intends to qualify as a REIT; WHEREAS, the Company is the general partner of the Operating Partnership; WHEREAS, the Company and the Operating Partnership desire to avail themselves of the experience, sources of information, advice, assistance and certain facilities of the Advisor (as defined below) and to have the Advisor undertake the duties and responsibilities... hereinafter set forth, on behalf of, and subject to the supervision of the Board of Directors, all as provided herein; WHEREAS, the Advisor is willing to render such services, subject to the supervision of the Board of Directors, on the terms and subject to the conditions hereinafter set forth. View More

Definitions. Terms used as defined terms herein and not otherwise defined shall have the meanings provided therefor in the Purchase Agreement. In addition, the following terms shall have the following meanings: "Common Stock" means the common stock of the Company, par value $0.0001 per share. "Securities" means the Series B-1 Preferred Stock and the Underlying Shares. "Series B-1 Certificate of Designation" means the Certificate of Designation for the Series B-1 Preferred Stock to be filed by the Company... with the Secretary of State of Delaware, substantially in the form of Exhibit A attached hereto. "Series B-1 Preferred Stock" means the 2,227.2 shares of the Company's Series B-1 Convertible Preferred Stock issued hereunder having the rights, preferences and privileges set forth in the Series B-1 Certificate of Designation. "Shareholder Approval" means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from the shareholders of the Company with respect to the transactions contemplated by the Transaction Documents, including the issuance of any Underlying Shares. "Transaction Documents" means this Agreement and the Series B-1 Certificate of Designation. "Underlying Shares" means the shares of Common Stock issued and issuable upon conversion of the Series B-1 Preferred Stock. View More