|
"Straddle Period" means any taxable period that begins on or prior to the
<br />CIosing Date and ends after the Closing Date.
<br />"Tax Return" means any return, declaration, report, claim for refimd or rebate, or
<br />information return or statement filed or required to be filed with respect to any Taxes (including
<br />any attachments thereto and any amendment thereof).
<br />"Taxes" means all federal, state, local, or non -U.S. net or gross income, gross
<br />receipts, transfer, sales, use, ad valorem, value added, franchise, withholding, payroll,
<br />employment, excise, property, deed, stamp, license, premium, capital stock, disability,
<br />registration, alternative or add-on minimum, environmental, profits, windfall profits, occupation,
<br />severance, energy, fuel, unemployment, social security, estimated, or other taxes, whether
<br />disputed or not, together with any interest, penalties, additions to tax, or additional amounts with
<br />respect thereto.
<br />"Termination Date" means the last date of the Option Term (as it may be
<br />extended pursuant to the terms of this Agreement).
<br />"Transaction Documents" means this Agreement, the Ancillary Agreements and
<br />each of the other documents, agreements and instruments contemplated hereby to be delivered at
<br />or in connection with the Closing.
<br />"Transactions" means the transactions contemplated by this Agreement.
<br />"Transfer Taxes" mem all conveyance, transfer, documentary, sales, use,
<br />registration, recordation, stamp, value-added and other similar Taxes imposed or assessed as a
<br />result of or in connection with the Transactions.
<br />"Transferred Real Property" means the Owned Real Property and the Water
<br />Rights.
<br />"Water Rights" means all ditches, ditch rights, springs, spring rights, wells, well
<br />rights, storage rights, reservoirs, reservoir rights, appropriative rights of exchange, plans for
<br />augmentation, substitute water supply plans, rights to water represented by shares of stock in
<br />mutual ditch or reservoir companies, water allotment contracts, water supply agreements or
<br />leases, water taps, rights to tributary, nontributary and not nontributary groundwater, and other
<br />rights in and to the use of water, whether or not adjudicated, together with any and all rights,
<br />claims and entitlements associated with the historical beneficial use of said rights, and all
<br />ditches, flumes, headgates, embankments, measuring devices, wells, pumps, motors, pipelines,
<br />utilities and other structures and devices used for or associated with diversion, conveyance,
<br />measurement, storage or use of the water and water rights, and all easements, licenses, use
<br />permits, well permits, covenants and contract rights which are owned, held, or leased by the
<br />Seller or the Individuals, or are otherwise related to, used in connection with, apptutenant to, or
<br />necessary for the use and enjoyment of all or any part of the Owned Real Property.
<br />(b) Other Definitions. Any other defined tc=s set forth in this Agreement
<br />shall have the meaning set forth in the Section in which they are defined.
<br />6
<br />
|