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- 10-
<br /> (k) "Loss"means any actual loss, cost, Liability, action, order, fine,penalty, Taxes,
<br /> Claim (including those absolute, accrued or contingent, unknown or otherwise),
<br /> damage, cost or expense, including (a) any amount paid in settlement of any
<br /> Claim; (b) reasonable fees and expenses of attorneys, other professionals, and
<br /> experts and (c) costs for study, testing or investigatory costs, cleanup costs,
<br /> response costs, removal costs, remediation costs, containment costs, restoration
<br /> costs,and corrective action costs;
<br /> (1) "Material Adverse Effect"means any event,change,circumstance or effect that
<br /> has or is reasonably likely to have a material adverse effect(a) on the Leases &
<br /> Claims, taken as a whole or (b) on the ability of Transferor to perform its
<br /> obligations under this Agreement or any related agreement on a timely basis,
<br /> including to consummate the Transaction on a timely basis. Notwithstanding the
<br /> foregoing, in no event shall any of the following be deemed, either alone or in
<br /> combination,to constitute,nor shall any of the following be taken into account in
<br /> determining whether there has been, a Material Adverse Effect (a) changes in
<br /> Laws, rules or regulations of general applicability or interpretations thereof by
<br /> Governmental Entities, (b) changes in prevailing interest rates, (c) changes in
<br /> uranium prices or in general economic conditions, (d) any change, effect, fact,
<br /> event or condition that adversely affects uranium mining in the United States
<br /> generally, or the mining industry generally, (e) any actions that pursuant to the
<br /> terms of this Agreement are taken or omitted to be taken, (f)any effects resulting
<br /> from the announcement of this Agreement and (g) any effects resulting from
<br /> facts,events or conditions that are disclosed in this Agreement;
<br /> (m) "Permitted Encumbrance" means (a) liens for Taxes not yet due and payable,
<br /> (b) survey exceptions, easements, rights of way and restrictions, zoning
<br /> ordinances and other similar Encumbrances affecting the Leases & Claims and
<br /> which do not unreasonably restrict the use thereof, (c) all conditions, terms,
<br /> exceptions, restrictions, obligations, easements, charges, rights of way and any
<br /> mortgages, liens, pledges,options, security interests, charges, encumbrances, net
<br /> profits interests, royalties, overriding royalties or other payments out of
<br /> production,or Claims (collectively,the"Encumbrances")which are set forth in
<br /> any contract forming part of the Leases & Claims, (d) Encumbrances with
<br /> respect to the Transferor created by or resulting from the acts or omissions of the
<br /> Transferee,its affiliates or their agents or representatives,(e)rights reserved to or
<br /> vested in any Governmental Entity to control or regulate any interest in the
<br /> Leases&Claims as imposed by applicable Law,(f)the paramount title and rights
<br /> of the United States in and to unpatented mining claims and the rights of third
<br /> parties to use the surface of unpatented mining claims and (g) any other
<br /> Encumbrance that does not materially impair the current use and enjoyment of
<br /> the applicable assets and does not have a material adverse effect on the business
<br /> and operations of such assets;
<br /> (n) "Release" means any spilling, leaking, emitting, discharging, depositing,
<br /> escaping, leaching, dumping, emanating, migrating or other releasing into the
<br /> Environment,whether intentional or unintentional; and
<br /> (o) "Fazes" means, in respect of the Leases & Claims, all taxes, assessments,
<br /> charges, duties,fees,levies or other charges by Governmental Entities, including
<br /> income, franchise, capital stock, gains, real property, personal property,
<br />
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