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"Deed Restrictions" means the deed restrictions, substantially in the form
<br />attached hereto as Exhibit F.
<br />"Deeds" means the deeds given to convey title to each parcel of the Owned Real
<br />Property, substantially in the form attached hereto as Exhibit C.
<br />"Environmental Laws" means all applicable Laws in effect as of the Closing
<br />Date: (a) relating to pollution (or the cleanup thereof) or the protection of natural resources,
<br />human health or safety or the environment (including ambient air, indoor air, soil, soil vapor,
<br />sediment, surface water or groundwater, or subsurface strata); or (b) concerning the presence of,
<br />exposure to, or the management, manufacture, use, containment, storage, recycling, reclamation,
<br />reuse, treatment, generation, discharge, Release, transportation, processing, production, disposal
<br />or remediation of any Hazardous Materials.
<br />"Environmental Permits" means all Governmental Permits required by any
<br />Environmental Laws in respect of the ownership of the Purchased Assets.
<br />"Escrow Agent" or "Title Company" means First American Title Company,
<br />1125 17th Street, Suite 750, Denver, Colorado, or such other escrow agent reasonably acceptable
<br />to the Buyer on the one hand and the Seller or any of the Individuals on the other hand.
<br />"Escrow Agreement" means an Escrow Agreement by and among the Seller, the
<br />Buyer, the Individuals and the Escrow Agent, in the form attached hereto as Exhibit G.
<br />"First Option Payment" means the sum o
<br />"Hazardous Materials" means (a) any material, substance, chemical, waste,
<br />product, derivative, compound, mixture, solid, liquid, mineral or gas that is designated,
<br />classified, or regulated as hazardous or toxic or as a pollutant or contaminant, or words of similar
<br />import or regulatory effect under Environmental Laws; and (b) any petroleum or petroleum -
<br />derived products, radon, radioactive materials or wastes, asbestos in any form, lead or lead -
<br />co yd"=WM tart Md p� ciff r T�d�.
<br />"Initial Option Term" has the meaning described in Section 2.3(a).
<br />"Insider Contracts" means any contract or agreement or transaction by and
<br />between the Seller and any insider.
<br />`Insiders" means any officer, stockholder, director, manager, employee, member
<br />or Affiliate of the Seller or any individual related by blood, marriage or adoption to any such
<br />Person or any entity in which any such Person owns any beneficial interest.
<br />"Jemadojin Mine" means the mining operations permitted on the Jemadojin
<br />Mine Property and the Governmental Permits related thereto. 4
<br />"Jemadojin Mine Property" means Parcel No. 1 as further described on
<br />Exhibit A attached hereto.
<br />3
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