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which are not the result of (i) normal wear and tear, or (ii) changes in commodity pricing,
<br />operating expenses or the financial condition of a party.
<br />"Claim" or "Claims" means any and all claims, demands, suits, causes of action,
<br />losses, damages, liabilities, fines, penalties and costs (including attorneys' fees and costs
<br />of litigation).
<br />"Close" or "Closin " means the consummation of the transfer of title to the
<br />Properties (as hereinafter defined) to Buyer, including execution and delivery of all
<br />documents provided herein.
<br />"Closing Date" means September 30, 2005, or such other earlier date as may be
<br />mutually agreed upon by the parties.
<br />"D ya means a calendar day consisting of twenty-four (24) hours from midnight to
<br />midnight.
<br />"Defensible Title" means, as to the Properties, ownership by Seller that, subject to
<br />and except for the Permitted Encumbrances (as hereinafter defined), is free and clear of
<br />encumbrances, liens, encroachments and restrictions on transfer, other than such of the
<br />foregoing that would be acceptable to a prudent person using the Properties for the
<br />purposes that they have been used or that has been disclosed.
<br />"Effective Time" means September 30, 2005, at 5:00 Nal-, local time where the
<br />Properties are located.
<br />"Environmental Claims" means all Claims (including remediation, removal
<br />response, abatement, clean-up, investigative, and/or monitoring costs and any other
<br />related costs and expenses), settlements, expenses,. charges, and assessments, (a) pursuant
<br />to any agreement, order, notice, requirement, responsibility, or directive (including
<br />directives embodied in Environmental Laws), injunction, judgment or similar documents
<br />(including settlements) arising under or in connection with any Environmental Laws, or
<br />(b) pursuant to any claim by a governmental entity or other person or entity for personal
<br />injury, property damage, damage to natural resources, remediation, or similar costs or
<br />expenses incurred or asserted by such entity or person pursuant to common law or statute
<br />arising out of the use, handling, treatment, storage, disposal, or Release of any Hazardous
<br />Materials.
<br />"Environmental Laws" means all laws, statutes, ordinances, permits, orders,
<br />judgments, rules or regulations which are issued or enacted by a governmental entity or
<br />tribal authority having appropriate jurisdiction that relate to (a) the prevention of
<br />pollution (b) the remediation of pollution or (c) the protection of the environment
<br />generally; including without limitation, the Clean Air Act, as amended, the Clean Water
<br />Act, as amended, the Comprehensive Environmental Response, Compensation and
<br />Liability Act of 1980, as amended, the Federal Water Pollution Control Act, as amended,
<br />rjACM AmSodaPwchaseSaleAgmtFnCanaMAL.doc 2
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