CHARGES BASED UPON OR MEASURED BY GROSS RECEIPTS, INCOME,
PROFITS, SALES, CAPITAL, USE AND OCCUPATION, ADMISSION, ENTERTAINMENT AND VALUE
ADDED, GOODS AND SERVICES, AD VALOREM, TRANSFER, FRANCHISE, WITHHOLDING,
PAYROLL, RECAPTURE, EMPLOYMENT, PERSONAL PROPERTY, EXCISE, DUTY, CUSTOMS,
PENSION BENEFIT GUARANTY CORPORATION PREMIUMS AND REAL ESTATE TAXES, TOGETHER,
IN EACH CASE, WITH ALL INTEREST, PENALTIES AND ADDITIONS IMPOSED WITH RESPECT TO
SUCH AMOUNTS; (II) ANY LIABILITY FOR THE PAYMENT OF ANY AMOUNTS OF THE TYPE
DESCRIBED IN CLAUSE (I) AS A RESULT OF BEING A MEMBER OF AN AFFILIATED,
CONSOLIDATED, COMBINED OR UNITARY GROUP FOR ANY PERIOD; AND (III) ANY LIABILITY
FOR THE PAYMENTS OF THE AMOUNTS OF THE TYPES DESCRIBED IN CLAUSE (I) OR (II) AS
A RESULT OF BEING A TRANSFEREE OF, OR A SUCCESSOR IN INTEREST TO, ANY PERSON OR
AS A RESULT OF AN EXPRESS OR IMPLIED OBLIGATION TO INDEMNIFY ANY PERSON (OTHER
THAN AN INDEMNIFICATION OBLIGATION ARISING UNDER THIS AGREEMENT).
1.55.
"TAX RETURN" - ANY RETURN (INCLUDING ANY INFORMATION
RETURN), REPORT, STATEMENT, SCHEDULE, NOTICE, FORM, OR OTHER DOCUMENT OR
INFORMATION FILED WITH OR SUBMITTED TO, OR REQUIRED TO BE FILED WITH OR
SUBMITTED TO, ANY GOVERNMENTAL BODY IN CONNECTION WITH THE DETERMINATION,
ASSESSMENT, COLLECTION, OR PAYMENT OF ANY TAX, INCLUDING TAXES PAYABLE BY,
PURSUANT TO OR IN
8
CONNECTION WITH EMPLOYEE BENEFIT PLANS OR IN CONNECTION WITH THE ADMINISTRATION,
IMPLEMENTATION, OR ENFORCEMENT OF OR COMPLIANCE WITH ANY LEGAL REQUIREMENT
RELATING TO ANY TAX.
1.56.
"THREAT OF RELEASE" - A SUBSTANTIAL LIKELIHOOD OF A
RELEASE THAT MAY REQUIRE ACTION IN ORDER TO PREVENT OR MITIGATE DAMAGE TO THE
ENVIRONMENT THAT MAY RESULT FROM SUCH RELEASE.
1.57.
"THIRD PERSON" - AS DEFINED IN SECTION 7.8(B).
1.58.
"THIRD PERSON CLAIM" - AS DEFINED IN SECTION 7.8(B).
1.59.
"THREATENED" - A CLAIM, PROCEEDING, DISPUTE, ACTION,
OR OTHER MATTER WILL BE DEEMED TO HAVE BEEN "THREATENED" IF ANY DEMAND OR
STATEMENT HAS BEEN MADE (ORALLY OR IN WRITING) OR ANY NOTICE HAS BEEN GIVEN
(ORALLY OR IN WRITING), OR IF ANY OTHER EVENT HAS OCCURRED OR ANY OTHER
CIRCUMSTANCES EXIST, THAT WOULD LEAD A PRUDENT PERSON TO CONCLUDE THAT SUCH A
CLAIM, PROCEEDING, DISPUTE, ACTION, OR OTHER MATTER IS LIKELY TO BE ASSERTED,
COMMENCED, TAKEN, OR OTHERWISE PURSUED IN THE FUTURE.
1.60.
"TRANSACTION TAXES" - AS DEFINED IN SECTION 5.1(A).
1.60
"Unknown Environmental Condition" - any Hazardous
Activity or Release of Hazardous Materials which is not a Known Environmental
Condition and which originated (in whole or in part) at any time prior to
Closing.
ARTICLE II
CONTRIBUTION
2.1.
CONTRIBUTION OF PLANT.
UPON THE TERMS AND
SUBJECT TO THE CONDITIONS SET FORTH IN THIS AGREEMENT, MGPI SHALL AND DOES
HEREBY CONTRIBUTE, CONVEY, ASSIGN, AND TRANSFER TO THE COMPANY, AND THE COMPANY
SHALL AND DOES HEREBY ACQUIRE AND ACCEPT FROM MGPI, THE CONTRIBUTED ASSETS.
MGPI SHALL AND DOES HEREBY AGREE TO DELIVER TO THE COMPANY ON THE EFFECTIVE
DATE, (I) A SPECIAL WARRANTY DEED, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY
TO THE COMPANY, WITH RESPECT TO THE REAL PROPERTY COMPRISING THE PLANT, (II) AN
ASSIGNMENT OF LEASE, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
COMPANY,