Definitions clause samples

Ohio follows the Code and all its definitions for determining taxable income and definitions. [Ohio Rev. Code Ann. §5701.11]. In addition, as it relates to individual taxpayers, Ohio imposes a tax on “adjusted gross income,” which is equal to taxable income as defined by §62 of the Code with certain modifications. The Federal Tax Opinion, which states no income or loss is recognized for federal income tax purposes by any of the parties participating in the Conversion provides the basis upon which we conclude the aforementioned Ohio statutes and regulations hold that such Conversion results in no gain or loss. [Ohio Rev. Code Ann. §5747].

1.The merger of the Mutual Holding Company with and into Cincinnati Bancorp will qualify as a tax-free reorganization within the meaning of §368(a)(1)(A) of the Code. Ohio follows the Code and all its definitions for determining taxable income and definitions. [Ohio Rev. Code Ann. §5701.11]. Ohio does not impose a tax on corporate net income on financial institutions. [Ohio Rev. Code Ann. §5726.02].

5.Persons who have liquidation interests in the Mutual Holding Company will recognize no gain or loss upon the constructive receipt of a liquidation interest in Cincinnati Bancorp in exchange for their liquidation interests in the Mutual Holding Company. [§354(a) of the Code]. Ohio follows the Code and all its definitions for determining taxable income and definitions. [Ohio Rev. Code Ann. §5701.11]. In the case of all individuals, adjusted gross income is equal to taxable income as defined in §62 of the Code with certain modifications. [Ohio Rev. Code Ann. §5747.01].

2.Definitions. The following words and terms shall have the meanings set forth below for purposes of this Agreement.

1.The Conversion of the Bank from an Ohio chartered mutual savings and loan association to an Ohio chartered stock savings and loan association will constitute a reorganization within the meaning of Code §368(a)(1)(F), and no gain or loss will be recognized to either the Bank or to Stock Bank as a result of such Conversion. Ohio follows the Code and all its definitions for determining taxable income and definitions. [Ohio Rev. Code Ann. §5701.11]. Ohio does not impose a tax on corporate net income of financial institutions. [Ohio Rev. Code Ann. §5726].

3.The assets of the Bank will have the same basis in the hands of Stock Bank as they had in the hands of the Bank immediately prior to the Conversion. [Code §362(b)]. Ohio follows the Code and all its definitions for determining taxable income and definitions. [Ohio Rev. Code Ann. §5701.11]. Ohio does not impose a tax on corporate net income of financial institutions. [Ohio Rev. Code Ann.§5726].

1. Interpretation (a) Definitions. The terms defined in Section14 and in the Schedule will have the meanings therein specified for the purpose of this Master Agreement.

(r) Definitions. (i) Reference is made to that certain Indenture dated as of January24, 2003 (the “Indenture”) among Party B, as the Issuer thereunder, and [U.S. Bank National Association], as Indenture Trustee. Capitalized terms used but not defined in this Agreement or this Schedule will have the meanings ascribed to them in the Indenture.

Section1.1. Usage and Definitions. Except as otherwise specified herein or if the context may otherwise require, capitalized terms not defined in this Agreement shall have the respective meanings assigned such terms set forth in (i)the Series 20[●]-[●] Indenture Supplement, dated as of [●], 20[●] (the “Series 20[●]-[●] Indenture Supplement”), by and among the Issuer and [U.S. Bank National Association], as Indenture Trustee, or (ii)if not defined in the Series 20[●]-[●] Indenture Supplement, the Amended and Restated Annex of Definitions, dated as of October15, 2003 (the “Annex of Definitions”).

(a) Definitions. “Personally Identifiable Information” or “PII” means information in any format about an identifiable individual, including, name, address, phone number, e-mail address, account number(s), identification number(s), any other actual or assigned attribute associated with or identifiable to an individual and any information that when used separately or in combination with other information could identify an individual. “Issuer PII” means PII furnished by the Issuer, the Servicer or their Affiliates to the Asset Representations Reviewer and PII developed or otherwise collected or acquired by the Asset Representations Reviewer in performing its obligations under this Agreement.

Section1.2 Definitions. Capitalized terms used and not defined herein have the respective meanings assigned such terms in the Annex of Definitions attached to the Amended and Restated Transfer and Servicing Agreement, dated as of October15, 2003 (as amended, modified, supplemented, amended or restated or otherwise modified from time to time, the “Transfer and Servicing Agreement”), by and among Nissan Wholesale Receivables Corporation II, Nissan Master Owner Trust Receivables, as issuer (the “Issuer”), and Nissan Motor Acceptance Corporation.

Section1.2 Definitions. Capitalized terms used and not defined herein have the respective meanings assigned such terms in the Annex of Definitions attached to the Amended and Restated Transfer and Servicing Agreement, dated as of October15, 2003 (as amended, modified, supplemented, amended or restated or otherwise modified from time to time, the“Transfer and Servicing Agreement”), by and among Nissan Wholesale Receivables Corporation II (“NWRC II”), as transferor (the “Transferor”), Nissan Master Owner Trust Receivables, asissuer (the “Issuer”), and Nissan Motor Acceptance Corporation (“NMAC”), asservicer (the“Servicer”).

Other Adjustments Pursuant to the Equity Definitions. Notwithstanding anything to the contrary in this Confirmation, solely for the purpose of adjusting the Cap Price, the term “Merger Event” shall have the meaning assigned to such term in the Equity Definitions (as amended above), and upon the occurrence of a Merger Date, as such term is defined in the Equity Definitions, the Calculation Agent may adjust the Cap Price to preserve the fair value of the Note Hedging Units to Dealer; provided that in no event shall the Cap Price be less than the Strike Price; provided, further, that any adjustment to the Cap Price made pursuant to this Sectionshall be made without duplication of any other adjustment or determination hereunder (including, for the avoidance of doubt, adjustments or determinations made in accordance with “Method of Adjustment,” “Consequences of Merger Events” and “Consequences of Announcement Events” above).

Section1.01 Definitions. The terms defined in this Section1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section1.01. The words “herein,” “hereof,” “hereunder,” and words of similar import refer to this Indenture as a whole and not to any particular Article, Sectionor other subdivision. The terms defined in this Articleinclude the plural as well as the singular.

scheme to evade compliance with the U.S. federal securities laws” and (iv)if, in the judgment of Party A, Party B would not be able to deliver the Number of Shares to be Delivered with respect to which the Representation and Agreement set forth in Section9.11 of the Equity Definitions would be true and satisfied as of 4:00 P.M. New York City Time on the Settlement Method Election Date as if (x)such date were a Settlement Date, (y)Physical Settlement were applicable and (z)the Number of Shares to be Delivered for such Settlement Date were the aggregate Number of Shares, then Party A shall have the right, but not the obligation, to elect that Party B be deemed to have elected Cash Settlement, notwithstanding any actual or deemed election by Party B to the contrary. For the avoidance of doubt, the parties agree that, notwithstanding the foregoing and without limiting the generality of Section5(a) of the Agreement, if Party B elects Cash Settlement or is deemed to have elected Cash Settlement and does not deliver any cash payment when required, Party B shall be in breach of this Agreement and shall be liable to Party A for any losses incurred by Party A or any affiliate of Party A as a result of such breach, including without limitation market losses incurred in connection with any decline in the value of the Shares subsequent to the Valuation Date. Electing Party: Party B Settlement Method Election Date: The date that is five Scheduled Trading Days immediately prior to the scheduled Valuation Date for the Component with the earliest scheduled Valuation Date. Default Settlement Method: Physical Settlement Cash Settlement: If Cash Settlement is applicable, then the following provisions shall apply in lieu of the provisions set forth in Section8.4 of the Equity Definitions. If Party B elects Cash Settlement, or is deemed to elect Cash Settlement, Party B shall pay the Preliminary Forward Cash Settlement Amount to Party A on the Preliminary Cash Settlement Payment Date. If the Preliminary Forward Cash Settlement Amount exceeds the Forward Cash Settlement Amount, Party A shall pay to Party B the amount of such excess on the Cash Settlement Payment Date. If the Forward Cash Settlement Amount exceeds the Preliminary Forward Cash Settlement Amount, Party B shall pay to Party A the amount of such excess on the Cash Settlement Payment Date.

Section 1.Definitions.Unless otherwise defined in this Agreement, terms defined in the Deposit Agreement are used herein as so defined.

(y)Other Adjustments Pursuant to the Equity Definitions. Notwithstanding anything to the contrary in this Confirmation, solely for the purpose of adjusting the Cap Price, the terms “Potential Adjustment Event,” “Merger Event,” and “Tender Offer” shall each have the meanings assigned to such term in the Equity Definitions (as amended by Section 9(j)(i) or, if applicable, by the definition of “Announcement Event”), and upon the occurrence of a Merger Date, the occurrence of a Tender Offer Date, or declaration by Counterparty of the terms of any Potential Adjustment Event, respectively, as such terms are defined in the Equity Definitions, the Calculation Agent may, in its sole discretion, adjust the Cap Price to preserve the fair value of the Options; provided that in no event shall the Cap Price be less than the Strike Price; provided further thatany adjustment to the Cap Price made pursuant to this Section9(y) shall be made without duplication of any other adjustment hereunder (including, for the avoidance of doubt, adjustment made pursuant to the provisions opposite the captions “Method of Adjustment,” “Consequences of Merger Events/Tender Offers” and “Consequence of Announcement Events” in Section3 above). For the avoidance of doubt, for purposes of this Section 9(y), Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “20%” in the third line thereof.

The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. The Transaction constitutes a Share Option Transaction for purposes of the Equity Definitions. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation will govern. For the avoidance of doubt, references herein to sections of the Purchase Agreement (the “Purchase Agreement”), to be dated on or around January 30, 2019, among Counterparty and Credit Suisse Securities (USA) LLC, Goldman Sachs (Asia) L.L.C., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC (the “Initial Purchasers”) are based on the draft of the Purchase Agreement most recently reviewed by the parties at the time of execution of this Confirmation. Certain defined terms used herein are based on terms that are defined in the Offering Memorandum dated January 30, 2019 (the “Offering Memorandum”) relating to the 4.50% Convertible Senior Notes due 2024 (as originally issued by Counterparty, the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty in an aggregate initial principal amount of USD650,000,000 (as increased by up to an aggregate principal amount of USD100,000,000 if and to the extent that the Initial Purchasers (as defined herein) exercise their option to purchase additional Convertible Notes pursuant to the Purchase Agreement (as defined herein)) pursuant to an Indenture.

Section 1.01 Definitions.In the event of any conflict or inconsistency between a definition set forth both herein and in any of the Basic Documents, the definitions set forth in each such Basic Document shall prevail with respect to such Basic Document.

Section 1.1. Usage and Definitions. Except as otherwise specified herein or if the context may otherwise require, capitalized terms not defined in this Agreement shall have the respective meanings assigned such terms set forth in the Agreement of Definitions, dated as of the date hereof (the “Agreement of Definitions”), by and among NMAC, the Titling Trust, NILT, Inc., as titling trustee (the “Titling Trustee”), NILT Trust, as grantor (the “Grantor”), the Depositor, the Issuer, [●], as owner trustee (the “Owner Trustee”) and [●], as trust agent (the “Trust Agent”).

Section11.01Definitions. Capitalized terms used herein that are not otherwise defined herein (i)shall have the respective meanings ascribed thereto in the Agreement of Definitions, dated as of [●], 20[●], (the “Agreement of Definitions”) by and among the Issuing Entity , NILT Trust, as the Grantor, the UTI Beneficiary and as the Transferor, the Titling Trust, NMAC, in its individual capacity, as Servicer and as administrative agent (in such capacity, the “Administrative Agent”), NALL II, the Titling Trustee, [], a [], as owner trustee (the “Owner Trustee”), the Delaware Trustee, the Trust Agent and the Indenture Trustee and (ii)if not defined in the Agreement of Definitions, shall have the respective meanings ascribed thereto in the Titling Trust Agreement.

Section7.01Definitions. Capitalized terms used herein that are not otherwise defined shall have the respective meanings ascribed thereto in the Agreement of Definitions, dated as of [●] [●], 20[●], by and among Nissan Auto Lease Trust 20[●]-[●], as issuer (the “Issuing Entity”), NILT Trust, as Grantor, UTI Beneficiary and Transferor, the Titling Trust, NMAC, in its individual capacity, as Servicer and as administrative agent (in such capacity, the “Administrative Agent”), Nissan Auto Leasing LLC II, a Delaware limited liability company (“NALL II”), the Titling Trustee, the Delaware Trustee, [], as owner trustee (in such capacity, the “Owner Trustee”), the Trust Agent and [], as indenture trustee (in such capacity, the “Indenture Trustee”).

Section1.01Definitions. Capitalized terms used herein that are not otherwise defined shall have the respective meanings ascribed thereto in the Agreement of Definitions, dated as of [●] [●], 20[●], by and among the Issuing Entity, as issuer, NILT Trust, as Grantor, UTI Beneficiary and Transferor, the Titling Trust, NMAC, in its individual capacity, as Servicer and as administrative agent (in such capacity, the “Administrative Agent”), NALL II, the Titling Trustee, the Delaware Trustee, the Owner Trustee, the Trust Agent and the Indenture Trustee.

The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), and the 2006 ISDA Definitions (the “2006 Definitions”), each as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. The Transaction constitutes a Share Option Transaction for purposes of the Equity Definitions. In the event of any inconsistency between the Equity Definitions or the 2006 Definitions and this Confirmation, this Confirmation will govern. For the avoidance of doubt, references herein to sections of the Purchase Agreement (the “Purchase Agreement”), to be dated on or around May 15, 2019, among Counterparty and CS or an Affiliate thereof (the “Purchaser”) are based on the draft of the Purchase Agreement most recently reviewed by the parties at the time of execution of this Confirmation. If any relevant sections of the Purchase Agreement are changed, added or renumbered following execution of this Confirmation but prior to the execution of the Purchase Agreement, the parties will amend this Confirmation in good faith to preserve the economic intent of the parties, as evidenced by such draft of the Purchase Agreement, so reviewed.

IPCC EXPECTS A DIVERSE ENERGY MIX IN ACHIEVING 2°C Multiple potential pathways to 2°C lead to wide range of projections 2040 ENERGY MIX IN IPCC LOWER 2°C SCENARIOS Quadrillion BTUs (Quads) High IPCC 2040 Wind/Solar Lower 2°C energy demand Bioenergy • Substantial efficiency gains range 19% Low-carbon Wind Other needed to offset population energy Solar demand and economic growth grows 44% Low Bioenergy Coal • Significant growth in low- Other carbon energy Coal • Oil and natural gas remain Oil / Oil & Oil / 55% Natural gas Natural gas essential 48% Natural gas still integral 2019 IAv PCC era 2 g 0 e40 IEA 2019 IPCC 2040 total energy demand average estimated demand Average Source: (left) IEA World Energy Outlook 2020; (right) IAMC 1.5°C Scenario Explorer and Data, average of IPCC Lower 2°C scenarios. 8 See Supplemental Information for definitions.IPCC EXPECTS A DIVERSE ENERGY MIX IN ACHIEVING 2°C Multiple potential pathways to 2°C lead to wide range of projections 2040 ENERGY MIX IN IPCC LOWER 2°C SCENARIOS Quadrillion BTUs (Quads) High IPCC 2040 Wind/Solar Lower 2°C energy demand Bioenergy • Substantial efficiency gains range 19% Low-carbon Wind Other needed to offset population energy Solar demand and economic growth grows 44% Low Bioenergy Coal • Significant growth in low- Other carbon energy Coal • Oil and natural gas remain Oil / Oil & Oil / 55% Natural gas Natural gas essential 48% Natural gas still integral 2019 IAv PCC era 2 g 0 e40 IEA 2019 IPCC 2040 total energy demand average estimated demand Average Source: (left) IEA World Energy Outlook 2020; (right) IAMC 1.5°C Scenario Explorer and Data, average of IPCC Lower 2°C scenarios. 8 See Supplemental Information for definitions.

IPCC OIL & GAS DEMAND DRIVEN BY ECONOMIC GROWTH Hard-to-decarbonize sectors meet demands from increasing population and growing prosperity GLOBAL ENERGY DEMAND IN IPCC LOWER 2°C SCENARIOS Quads • 80% of demand for oil and natural gas Wind Fuel driven by three sectors Other 21% Solar 20% Industrial Bioenergy • Natural gas into power generation and Feed industrial furnaces Power Other 13% Generation 22% Coal 24% • Oil required as industrial feedstock for Commercial consumer goods Natural Transport gas • Oil / distillate for commercial transport Oil IPCC 2040 IPCC 2040 average estimated demand Average Source: IAMC 1.5°C Scenario Explorer and Data, average of IPCC Lower 2°C scenarios and ExxonMobil analysis. See Supplemental Information for definitions. 9 See Supplemental Information for footnotes.IPCC OIL & GAS DEMAND DRIVEN BY ECONOMIC GROWTH Hard-to-decarbonize sectors meet demands from increasing population and growing prosperity GLOBAL ENERGY DEMAND IN IPCC LOWER 2°C SCENARIOS Quads • 80% of demand for oil and natural gas Wind Fuel driven by three sectors Other 21% Solar 20% Industrial Bioenergy • Natural gas into power generation and Feed industrial furnaces Power Other 13% Generation 22% Coal 24% • Oil required as industrial feedstock for Commercial consumer goods Natural Transport gas • Oil / distillate for commercial transport Oil IPCC 2040 IPCC 2040 average estimated demand Average Source: IAMC 1.5°C Scenario Explorer and Data, average of IPCC Lower 2°C scenarios and ExxonMobil analysis. See Supplemental Information for definitions. 9 See Supplemental Information for footnotes.

HIGH-RETURN INVESTMENTS GUYANA Industry’s largest oil-play discovered in the past decade GHG intensity Exploration Resource Production ~80% >45% lower ~9 Boeb >750 Kbd success rate with 18 than Upstream average in including three additional by 2026 1 2025; zero routine flaring discoveries discoveries in 2020 by 2030 Cash flow High return Highly resilient Community support ~$3.5 billion >20% >10% >2,000 2,3 3 of operating cash flow in rate of return return at <$35/bbl Guyanese supporting 2 2025 developments 2 Potential assuming $50/bbl Brent price adjusted for inflation from 2021. 26 See Supplemental Information for footnotes and definitions.HIGH-RETURN INVESTMENTS GUYANA Industry’s largest oil-play discovered in the past decade GHG intensity Exploration Resource Production ~80% >45% lower ~9 Boeb >750 Kbd success rate with 18 than Upstream average in including three additional by 2026 1 2025; zero routine flaring discoveries discoveries in 2020 by 2030 Cash flow High return Highly resilient Community support ~$3.5 billion >20% >10% >2,000 2,3 3 of operating cash flow in rate of return return at <$35/bbl Guyanese supporting 2 2025 developments 2 Potential assuming $50/bbl Brent price adjusted for inflation from 2021. 26 See Supplemental Information for footnotes and definitions.

2. The Transaction constitutes a Share Forward for purposes of the Equity Definitions. Set forth below are the general terms and conditions related to the particular Transaction which shall govern the Transaction.

Section5. Certain Definitions. For purposes of this ARTICLE ELEVENTH, (a)“Affiliated Company” in respect of the Corporation shall mean any entity controlled by the Corporation, (b)“corporate opportunities” shall include, but not be limited to, business opportunities that the Corporation is financially able to undertake, which are, from their nature, in the line of the Corporation’s business, are of practical advantage to it and are opportunities in which the Corporation, but for Section3 of this ARTICLE ELEVENTH would have an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of Amneal or its directors, officers and/or employees will be brought into conflict with that of the Corporation, (c)“Amneal” shall mean Amneal Holdings LLC and its Affiliates (other than the Corporation and any entity that is controlled by the Corporation), and (d)“Dual Role Person” shall mean any individual who is a director, officer or employee of the Corporation and is also a director, officer or employee of Amneal.

Section1.1 Definitions. As used in this Agreement, the terms set forth in this Article I shall have the following meanings.

The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (as published by the International Swaps and Derivatives Association, Inc. (“ISDA”)) (the “Equity Definitions”) are incorporated into this Confirmation. The Transaction is a Share Forward Transaction for purposes of the Equity Definitions. Any reference to a currency shall have the meaning contained in Section1.7 of the 2006 ISDA Definitions, as published by ISDA.