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"Option Payment"means the First Option Payment and the Second Option
<br /> Payment.
<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, materialmen'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" means, a if the Closin occurs on or before the expiration of
<br /> the Initial Option Term, and(b)if the
<br /> Closing occurs after the expiration o e ti ption Term and prior to the expiration of the
<br /> Second Option Term,
<br /> "Release" means any release, spill, leak, discharge, disposal, pumping, 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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