Release means the actual spilling, leaking, disposing, discharging, emitting, depositing, dumping, ejecting, leaching, pumping, pouring, injecting, discarding, abandoning, placing, spreading, escaping, or any other release (including any subsurface migration resulting therefrom), however defined, whether intentional or unintentional, into the environment.
Remediate or Remediation means action taken to investigate, remove, correct, restore and/or remediate an Environmental Condition in accordance with applicable Environmental Laws; provided, however, as used in this definition, investigations do not include any Environmental Assessments or Invasive Activities.
Remediation Costs means the net present value costs, or estimates thereof, of the Lowest Cost Response sufficient to Remediate a particular Environmental Defect, calculated net to Sellers interest. The Remediation Costs do not include (a) the costs of Buyers and/or its Affiliates employees, project manager(s), or attorneys, (b) expenses for matters that are costs of doing business, e.g., those costs that would ordinarily be incurred in the day-to-day operations of the Assets, or in connection with permit renewal/amendment activities in connection with operation of the Assets, (c) overhead costs of Buyer and/or its Affiliates, (d) costs or expenses incurred in connection with remedial or corrective action that is designed to achieve standards that are more stringent than those required for similar assets, operations, or facilities or that fails to reasonably take advantage of applicable risk reduction or risk assessment principles allowed under applicable Environmental Laws and Material Contracts, (e) any costs or expenses relating to the assessment, remediation, removal, abatement, transportation, and disposal of any asbestos, asbestos containing materials, NORM, or TE-NORM, and/or (f) costs of taking any Remediation action that is not the Lowest Cost Response.
Representatives means any stockholders, members, managers, officers, directors, employees, agents, lenders, auditors, accountants, attorneys, and representatives of a Person.
Required Consent means any Consent that, if not obtained by Closing, would, by the express terms of the applicable instrument or Material Contract (a) invalidate or terminate or give the holder of such Consent right the right to invalidate or terminate the conveyance of an Asset or (b) invalidate or terminate or give the holder of such Consent right the right to invalidate or terminate the underlying Asset, including any such restriction that by its express terms includes words such as or with similar effect as the failure to obtain such Consent will void the assignment or the failure to obtain such Consent will void this lease.
Restricted Asset is defined in Section 4.2(a).
Retained Liabilities is defined in Section 15.2.
Scheduled Closing Date is defined in Section 13.1.
Seller is defined in the preamble.
Seller Bonds means, collectively, all surety instruments, bonds, letters of credit, or guarantees, if any, posted by Seller with any Governmental Authority or third Persons and relating to the Assets.
Seller Employee is defined in Section 9.3.
Seller Indemnified Parties means, individually and in any combination, (a) Seller and its Affiliates, (b) as to each of the Persons described in clause (a), each of such Persons Representatives to the extent acting on behalf of Seller in connection with or related to the Transaction, and (c) as to each of the Persons described in clauses (a) and (b), such Persons successors, assigns, legal representatives, spouses, heirs, or devisees.
Annex I Page 12