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or maintenance of Seller's Plant (other than the Spill Prevention and Control and <br />Contamination Plan). <br />"Release" means any spilling, leaking, pumping, pouring, emitting, emptying, <br />discharging, injecting, escaping, leaching, or disposing into the environment. <br />`clan" "mans the, facilities owned by 'Scher 'in tio Blanco Cgt?nty <br />Co t raydo and used for the fktract on or p?pcessing of sodium-con _ atmng nJicrals <br />"Title Defect" means any lien, encumbrance, encroachment or defect associated <br />with Seller's title to the Properties (excluding Permitted Encumbrances) that would cause <br />Seller not to have Defensible Title and which would require more than AMIMW to cure <br />or remedy. <br />. 'Third Party' means any person or entity, governmental or otherwise, other than <br />Seller and Buyer, and their respective Affiliates. <br />ARTICLE 2. TRANSFER OF THE PROPERTIES <br />2.1 Sale and Purchase. On the Closing Date, effective as of the Effective Time <br />and upon the terms and conditions herein set forth, Seller agrees to sell and assign the <br />Properties to Buyer and Buyer agrees to buy and accept the Properties. <br />ARTICLE 3. PURCHASE PRICE <br />3.1 Purchase Price. The total purchase price, subject to adjustments as set forth <br />in Article 6, below, to be paid to Seller by Buyer for the Properties shall be <br />("Purchase Price"), payable in full at Closing in immediately available funds. <br />ARTICLE 4. REVIEWS AND INSPECTIONS <br />4.1 Review of Title Records. Prior to Closing, Seller shall have made available <br />to Buyer, at reasonable hours and during Business Days, all Records in Seller's <br />possession or under its control relating to title to the Properties. Buyer shall have been <br />entitled to review said title Records. Seller shall have provided copies of any and all such <br />title Records that Buyer reasonably requests. <br />4.2 Environmental Inspection. Prior to Closing, Seller shall have provided <br />Buyer access to the Properties, for the purpose of inspecting the environmental condition <br />of the same. Buyer shall have had the right to conduct tests related to the environmental <br />condition of the Properties so long as the tests did not unreasonably interfere with the <br />operation of the Properties. Seller shall have provided Buyer with copies of all studies, <br />reports or other records related to the environmental condition of the Properties that are in <br />Seller's possession or under Seller's control. Buyer shall have provided Seller with <br />copies of all pertinent reports acquired by or prepared by or for Buyer with respect to the <br />oacxBN nm4oaarwcnoaesaIengmMnc.og']NAl d- 5