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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 of
<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 /> containing materials,urea formaldehyde foam insulation and polychlorinated biphenyls.
<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.
<br /> "Jemadojin Mine Property" means Parcel No. 1 as further described on
<br /> Exhibit A attached hereto.
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