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<br />"ERISA" means the Employee Retirement Income Security Act of
<br />1974, as amended, and rules and regulations promulgated
<br />thereunder.
<br />"Governmental Authority" means (i) the United States of
<br />America, any state, commonwealth, territory or possession thereof
<br />and any political subdivision or quasi-governmental authority of
<br />any of the same, including but not limited to courts, tribunals,
<br />departments, commissions, boards, bureaus, agencies, counties,
<br />municipalities, provinces, parishes, and other instrumentalities,
<br />and (ii) any foreign (as to the United States of America)
<br />sovereign entity, including but not limited to nations, states,
<br />republics, kingdoms and principalities, any state, province,
<br />commonwealth, territory or possession thereof, and any political
<br />subdivision, quasi-governmental authority or instrumentality of
<br />any of the same.
<br />"Hazardous Substances" means (i) any "hazardous waste" as
<br />defined by the Resource Conservation and Recovery Act of 1976
<br />(RCRA) (42 U.S,C. §6901 et seQ.), as amended, and rules and
<br />regulations promulgated thereunder, (ii) any "hazardous
<br />substance" as defined by the Comprehensive Environmental
<br />Response, Compensation and Liability Act of 1980 (CERCLA)
<br />(42 U.S.C. §9601 ~ seq.), as amended, and rules and regulations
<br />promulgated thereunder, (iii) any substance regulated by the
<br />Toxic Substances Control Act (TSCA) (42 U.S.C. §2601 et sea.), as
<br />amended, and rules and regulations promulgated thereunder,
<br />(iv) asbestos, (v) polychlorinated biphenyls, (vi) any substances
<br />regulated under the underground storage tanks provisions of
<br />Subtitle I of RCRA (42 U.S.C. §6991 et se .), as amended, and
<br />rules and regulations promulgated thereunder, (vii) any substance
<br />the presence, use, treatment, storage or disposal of which on the
<br />real property is prohibited by any Legal Requirements, and
<br />(viii) any other substance which by any Legal Requirement
<br />requires special handling, reporting, or notification of any
<br />Governmental Authority in its collection, storage, use, treatment
<br />or disposal.
<br />"Judgment" means any judgment, writ, order, injunction,
<br />award or decree of any court, judge, justice or magistrate,
<br />including any bankruptcy court or judge, and any order of or by
<br />any Governmental Authority.
<br />"Knowledge" of Seller of or with respect to
<br />that any of the executive officers, directors or
<br />of Seller or the Company has actual awareness or
<br />such matter, and "knowledge" of Buyer of or with
<br />matter means that any of the executive officers,
<br />senior managers of Buyer has actual awareness or
<br />such matter.
<br />any matter means
<br />senior managers
<br />knowledge of
<br />respect to any
<br />directors or
<br />knowledge of
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