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Payment.
<br />"Option Payment" means the First Option Payment and the Second Option
<br />"Parties" means the Buyer, the Individuals, and the Seller.
<br />"Party" means each of the Buyer, the Individuals, and the Seller individually, as
<br />the case may be.
<br />"Permitted Liens" means (a) Liens for Taxes, assessments and other
<br />governmental charges not yet due and payable, (b) Liens for Taxes, assessments and other
<br />governmental charges being contested in good faith by appropriate proceedings which are not,
<br />individually or in the aggregate, material to the Purchased Assets, (c) Liens imposed by
<br />operation of law (including statutory, mechanic's, laborer's, materiahnen's, carrier's,
<br />workmen's, repairmen's, landlord's, Liens under maritime Law or other similar Liens) which
<br />will not exist after the Closing, (d) statutory or contractual landlord's Liens under leases pursuant
<br />to which the Seller is a lessee and not in default, (e) with regard to the Transferred Real Property,
<br />except to the extent objected to by the Buyer and not resolved to the Buyer's reasonable
<br />satisfaction prior to the Closing: (i) any and all matters of record in the jurisdiction where the
<br />applicable Transferred Real Property is located, including easements, restrictions, reservations,
<br />covenants, conditions, oil and gas leases, mining leases and mineral severances, (ii) riparian
<br />rights, navigational servitudes, aeronautical servitudes, public and utility rights-of-way, zoning
<br />and building Laws, regulations and ordinances, historical, archaeological and natural resource
<br />restrictions, prescriptive rights, encroachments, protrusions and party walls, (iii) sinkholes,
<br />subsurface mines and voids and other matters affecting subjacent and lateral support and
<br />(iv) matters which an accurate survey would disclose.
<br />"Person" means an individual, corporation, limited liability company,
<br />partnership, association, trust or other entity or organization, including a federal, state, local or
<br />foreign Governmental Authority or agency or instrumentality thereof.
<br />"Purchase Price"
<br />the Initial Option Term,
<br />Closing occurs after the expu�atzc
<br />Second Option Term, -
<br />tion of
<br />) if the
<br />of the
<br />"Release" means any release, spill, leak, discharge, disposal, Pump, pouring,
<br />emitting, emptying, injecting, leaching, dumping, migrating or allowing to escape.
<br />"Representatives" means, with respect to any Person, any and all directors,
<br />officers, employees, consultants, financial advisors, counsel, accountants and other authorized
<br />representatives of such Person.
<br />"Second Option Term" means a period of one hundred eighty (180) days
<br />commencing on the expiration of the Initial Option Term, and ending one hundred eighty (180)
<br />days thereafter.
<br />"Second Option Payment" means
<br />5
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