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"Straddle Period" means any taxable period that begins on or prior to the
<br /> Closing Date and ends after the Closing Date.
<br /> "Tax Return"means any return, declaration,report, claim for refund 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" means 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, appurtenant 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 terms set forth in this Agreement
<br /> shall have the meaning set forth in the Section in which they are defined.
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