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<br />"Legal Requirements" means applicable common law and any
<br />statute, ordinance, code or other law, rule, regulation, order,
<br />technical or other standard, requirement or procedure enacted,
<br />adopted, promulgated, applied or followed by any Governmental
<br />Authority, including Judgments.
<br />"Lien" means any security agreement, financing
<br />statement filed with any Governmental Authority, conditional sale
<br />or other title retention agreement, any lease, consignment or
<br />bailment given for purposes of security, any lien, mortgage,
<br />indenture, pledge, option, encumbrance, adverse interest,
<br />constructive trust or other trust, claim, attachment, exception
<br />to or defect in title or other ownership interest (including but
<br />not limited to reservations, rights of entry, possibilities of
<br />reverter, encroachments, easement, rights-of-way, restrictive
<br />covenants leases and licenses) of any kind, which otherwise
<br />constitutes an interest in or claim against property, whether
<br />arising pursuant to any Legal Requirement, Contract or otherwise.
<br />"Litigation" means any claim, action, suit, proceeding,
<br />arbitration, investigation, hearing, or other activity or
<br />procedure that could result in a Judgment.
<br />"Losses" means any claims, losses, liabilities, damages,
<br />Liens, penalties, costs and expenses, including but not limited
<br />to interest which may be imposed in connection therewith,
<br />expenses of investigation, reasonable fees and disbursements of
<br />counsel and other experts, and the cost to any Person seeking the
<br />recovery of damages or indemnification under this Agreement with
<br />respect to funds expended by such Person by reason of the
<br />occurrence of any event with respect to which indemnification or
<br />damages are sought, but shall in no event include incidental or
<br />consequential damages.
<br />"Permitted Liens" means (i) arc valorem taxes not currently
<br />due and payable and (ii) easements and restrictions of record
<br />that do not render title thereto unmerchantable and could not
<br />interfere with the use thereof by the Company for the purposes
<br />for which currently used by the Company.
<br />"Person" means any natural person, Governmental Authority,
<br />corporation, general or limited partnership, joint venture,
<br />trust, association, or unincorporated entity of any kind.
<br />"Purchase Price" has the meaning given in Section 2.2.
<br />"Shares" means 100 outstanding shares of common stock of the
<br />Company, $0.01 per share par value.
<br />"Tax Return" means any report, return, statement or other
<br />written information supplied, or required by Legal Requirements
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