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binding agreements issued or entered into by a Governmental Authority and
binding upon Seller under any applicable Environmental Laws.
(n) "Equipment Leases" means the lease agreements covering the compressor
systems and related equipment used or held for use in the Business.
(o) "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations promulgated and the rulings
issued thereunder.
(p) "Excluded Liabilities" shall have the meaning set forth in Section 4.2.
(q) "GAAP" means as to a particular person, such accounting practice as, in the
opinion of independent certified public accountants of recognized national
standing, conforms at the time to generally accepted accounting principles
in the United States, consistently applied, and which are recognized as
such by the Financial Accounting Standards Board.
(r) "Governmental Authority" means any foreign governmental authority, the
United States of America, any state of the United States, any local
authority and any political subdivision of any of the foregoing, any multi-
national organization or body, any agency, department, commission, board,
bureau, court or other authority of any of the foregoing, or any quasi-
governmental or private body exercising, or purporting to exercise, any
executive, legislative, judicial, administrative, police, regulatory or
taxing authority or power of any nature.
(s) "Governmental Authorization" means any permit, license, franchise,
approval, certificate, consent, ratification, permission, confirmation,
endorsement, waiver, certification, registration, qualification or other
authorization issued, granted, given or otherwise made available by or
under the authority of any Governmental Authority or pursuant to any
Governmental Requirement.
(t) "Governmental Requirement" means any currently published and applicable
law, treaty, ordinance, statute, rule, code, regulation, judgment, decree
or order binding upon Seller, injunction, edict, writ, permit, certificate,
stipulation, common law or other published and legally enforceable
requirement of any Governmental Authority.
(u) "Hazardous Material" means any hazardous, extremely hazardous, or toxic
substance, material or waste not at a background level (taking into account
offsite conditions) which is regulated by any Governmental Authority,
including without limitation any material or substance that is (i) defined
as a "hazardous substance" under applicable state or local law, (ii) (a)
crude oil products, including, without limitation, petroleum and (b) solid
waste as defined under the Environmental Laws; the prior or continued
presence of which would result in investigation or cleanup responsibility
of Buyer or Seller under Environmental Laws, (iii) asbestos as regulated by
CERCLA, (iv) designated as a "hazardous substance" pursuant to section 311
of the Federal Water Pollution Control Act, as amended, 33 U.S.C. (S)1251
et seq. (33 U.S.C. (S)1321), (v) defined as a "hazardous waste" pursuant to
section 1004 of the Resource Conversation and Recovery Act, as amended, 42
U.S.C. (S)6901 et seq. (42 U.S.C. (S)6901), (vi) defined as a "hazardous
substance" pursuant to section 101 of the Comprehensive Environmental
Response, Compensation and Liability Act, as amended, 42 U.S.C. (S)9601 et
seq. (42 U.S.C. (S)9601) ("CERCLA"), (vii) defined as a "regulated
substance" pursuant to section 9001 of the Resource Conservation and
Recovery Act, as amended, 42 U.S.C. (S)6901 et seq. (42 U.S.C. (S)6991)
("RCRA") or (viii) otherwise regulated under the Toxic Substances Control
Act, 15 U.S.C. (S)2601, et seq., the Clean Air Act, as amended, 42 U.S.C.
(S)7401, et seq., the Hazardous Materials Transportation Act, as amended,
49 U.S.C. (S)1801, et seq., or the Federal Insecticide, Fungicide and
Rodenticide Act, as amended, 7 U.S.C. (S)136, et seq; or other Governmental
Requirement provided, however, the reference to specific statutory or other
general legal references contained within this definition shall be
construed as those statutes in effect on the date of this Agreement.
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