or hereafter classified or considered to be hazardous or toxic under any laws, ordinances, statutes, codes, rules, regulations, agreements, judgments, orders and decrees now or hereafter enacted, promulgated, or amended, of the United States, the states, the counties, the cities or any other political subdivisions in which the Real Property is located and any other political subdivision, agency or instrumentality exercising jurisdiction over the owner of the Real Property, the Real Property or the use of the Real Property relating to pollution, the protection or regulation of human health, natural resources or the environment, or the emission, discharge, release or threatened release of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or waste into the environment (including indoor or ambient air, surface water, ground water, land, soil or subsurface strata).
Improvements shall mean all buildings, structures and other improvements situated upon the Land and any fixtures (excluding trade fixtures) used or useful in the operation of the Real Property and/or otherwise located on the Land.
Independent Contract Consideration shall have the meaning set forth in Section 3.2 below.
Intangible Property shall mean all of Sellers right, title and interest, if any, in all intangible assets relating to the Land, Improvements or Personal Property, including, without limitation, all of Sellers right, title and interest, if any, in all (a) warranties and guaranties relating to the Land, Improvements or Personal Property, (b) all licenses, permits and approvals relating to the Land, Improvements or Personal Property, and (c) all plans and specifications relating to the Land, Improvements or Personal Property, in each case to the extent that Seller may legally transfer the same; provided, however, that the term Intangible Property shall not include Sellers or its affiliates name or trademarks or any variations or derivations thereof, whether alone or in combination with one or more other words.
Land shall mean the land described on Exhibit A attached hereto, together with all privileges, rights, easements and appurtenances belonging to such land and all right, title and interest (if any) of Seller in and to any streets, alleys, passages or other rights-of-way or appurtenances included in, adjacent to or used in connection with such land and all water rights, mineral rights, tenements, hereditaments, and privileges appurtenant to such land.
Leases shall mean all leases (other than subleases), including all amendments, extensions, modifications and supplements thereto, pursuant to which any Person uses or occupies any part of the Real Property.
Material Casualty shall have the meaning set forth in Section 6.3.
Material Taking shall have the meaning set forth in Section 6.4.
Offering Memorandum means that Confidential Offering Memorandum for Alewife Park prepared by Newmark Knight Frank, and all updates, supplements and modifications thereto.
Permitted Exceptions shall mean: (a) applicable zoning, subdivision, building and other land use laws and regulations; (b) all matters, whether or not of record, that arise out of the acts