definiens: means any below grade structures, obstructions and Contaminants that wouldmaterially impede or impair : ( i ) the Purchaser ’s construction of the Plant in accordance with the Purchaser ’s LayoutPlan ; or ( ii ) the Purchaser ’s reasonable operation of the Plant ; save and except for any structures to remain inaccordance with this Agreement ; 1.35 means the Ontario Ministry of the Environment and any successor ministry ; 1.36 has the respective meaning ascribed to it in sections 22.1(b ), 22.4(b ), 22.10(b ) and 23.15 herein ; 1.37 has the respective meaning ascribed to it in sections 22.1(b ), 22.4(b ) and 22.10(b ) herein ; 1.38 or has the meaning ascribed to it in the preamble herein ; * Confidential Treatment Requested - 3 - 1.39 has the meaning ascribed to it in section 18.1 herein ; 1.40 means the plant and related improvement and apparatus described in the second recital paragraph herein, which the Purchaser intends to build, construct, operate and maintain in the first phase of its projecteddevelopment of the Lands and which shall be the subject of the EPC Contract ; 1.41 has the meaning ascribed to it in section 5.1 herein ; 1.42 has the meaning ascribed to it in section 22.10(a ) herein ; 1.44 means all rights, easements, agreements, permits, licenses, consents andapprovals necessary for the Purchaser ’s proposed development, construction, operation and use of the Lands asdescribed in the second ( 2 ) recital paragraph of this Agreement ; 1.45 means its servants, agents, contractors, consultants, advisers, workers andother representatives ; 1.46 means all the work described in Schedule attached hereto ; 1.47 means the engineers appointed and retained by the Purchaser from time to time ; 1.48 has the meaning ascribed to it in section 11.1(b ) herein ; 1.49 has the meaning ascribed to it in section 11.1(a ) herein ; 1.50 has the meaning ascribed to it in section 22.3 herein ; 1.51 has the meaning ascribed to it in section 22.7 herein ; 1.52 has the meaning ascribed to it in section 22.2 herein ; 1.53 has the meaning ascribed to it in section 22.6 herein ; 1.54 has the meaning ascribed to it in section 22.4(a ) herein ; 1.55 has the meaning ascribed to it in section 22.1(a)herein ; 1.56 has the meaning ascribed to it in section 22.8 herein ; 1.57 has the meaning ascribed to it in section 22.5 herein ; 1.58 has the meaning ascribed to it in section 22.9 herein ; 1.59 has the meaning ascribed to it in section 15.1(a)(ii ) herein ; 1.60 has the meaning ascribed to it in section 15.1(a)(i ) herein ; * Confidential Treatment Requested - 4 -nd 1.61 means an objectively reasonable and impartial belief, opinion orconclusion held with confidence, and founded on appropriate professional knowledge, skills, abilities, qualifications and/or competencies, after careful review, analysis and consideration of the relevant subject matterand all relevant facts and circumstances that were then known by, or reasonably available to, the person or partyholding such belief, opinion or conclusion ; 1.62 has the meaning ascribed to it in section 15.1(a)(ii ) herein ; 1.63 means any release, discharge, deposit, emission, leak, spill, pumping, pouring, emptying, injecting, escaping, seepage, leaching, migrating, dispersing, disposing or dumping ; 1.64 means the scope of work attached hereto as Schedule ; 1.65 means any Material Site Conditions that the Purchaser identifies ordiscovers before or in the course of its construction of the Plant and for which the Purchaser notifies the Vendor inaccordance with section 11.2(c ) herein by no later than eighteen ( 18 ) months after the date the Purchasercommences construction of the Plant ; 1.66 means the agreement to be entered into between the Parties in the form attached hereto asSchedule ; 1.67 has the meaning ascribed to it in section 22.1(a ) herein ; 1.68 is the agreement to be entered into between the Parties in the form attached hereto asSchedule ; 1.69 has the meaning ascribed to it in section 22.2(a)(ii ) ; 1.70 means LANXESS Inc. ; 1.71 means all of the real property owned ( or formerly owned ) by the Vendorconsisting of approximately four hundred and ninety - three ( 493 ) acres of land in the City of Sarnia in the vicinityof the St. Clair River, Huron Boulevard, Scott Road, Vidal Street and Kenny Street as shown in blue on the sketchattached hereto as Schedule ; 1.72 means the rules and regulations set out in Schedule attached hereto andforming party of this Agreement ( as such may be changed from time to time by the Vendor, acting reasonably, andon notice to the Purchaser ) ; 1.73 has the meaning ascribed to it in section 17.1(b ) herein ; 1.74 has the meaning ascribed to it in section 23.5 herein ; 1.75 has the meaning ascribed to it in section 22.1(a ) herein ; 1.76 has the meaningascribed to it in section 22.10(a ) herein ; 2