LAW, REGULATION, STATUTE, OR
TREATY.
1.38.
"MGPI" - AS DEFINED IN THE PREAMBLE TO THIS
AGREEMENT.
1.39.
"MGPI CLOSING DOCUMENTS" - AS DEFINED IN
SECTION 3.2.
1.40.
"OCCUPATIONAL SAFETY AND HEALTH LAW" - ANY LEGAL
REQUIREMENT DESIGNED TO PROVIDE SAFE AND HEALTHFUL WORKING CONDITIONS AND TO
REDUCE OCCUPATIONAL SAFETY AND HEALTH HAZARDS, AND ANY PROGRAM, WHETHER
GOVERNMENTAL OR PRIVATE (INCLUDING THOSE PROMULGATED OR SPONSORED BY INDUSTRY
ASSOCIATIONS AND INSURANCE COMPANIES), DESIGNED TO PROVIDE SAFE AND HEALTHFUL
WORKING CONDITIONS.
1.41.
"ORDER" - ANY AWARD, DECISION, INJUNCTION, JUDGMENT,
ORDER, RULING, SUBPOENA, OR VERDICT ENTERED, ISSUED, MADE, OR RENDERED BY ANY
COURT, ADMINISTRATIVE AGENCY, OR OTHER GOVERNMENTAL BODY OR BY ANY ARBITRATOR.
1.42.
"ORGANIZATIONAL DOCUMENTS" - (A) THE ARTICLES OR
CERTIFICATE OF FORMATION AND THE LIMITED LIABILITY COMPANY AGREEMENT OR
OPERATING AGREEMENT OF A LIMITED LIABILITY COMPANY; (B) THE ARTICLES OR
CERTIFICATE OF INCORPORATION AND THE BYLAWS OF A CORPORATION; (C) THE
PARTNERSHIP AGREEMENT AND ANY STATEMENT OF PARTNERSHIP OF A GENERAL PARTNERSHIP;
(D) THE LIMITED PARTNERSHIP AGREEMENT AND THE CERTIFICATE OF LIMITED PARTNERSHIP
OF A LIMITED PARTNERSHIP; (E) ANY CHARTER OR SIMILAR DOCUMENT ADOPTED OR FILED
IN CONNECTION WITH THE CREATION, FORMATION, OR ORGANIZATION OF A PERSON; AND
(F) ANY AMENDMENT TO ANY OF THE FOREGOING.
1.43.
"PERMITS" - DEFINED IN THE RECITALS TO THIS
AGREEMENT.
1.44.
"PERMITTED ENCUMBRANCES" - (I) ANY LIENS FOR CURRENT
TAXES AND SPECIAL ASSESSMENTS, IF ANY, NOT YET DUE TO THE EXTENT SET FORTH IN
PART 3.3 OF THE DISCLOSURE LETTER; (II) EXISTING ENCUMBRANCES THAT ARE SET FORTH
IN PART 3.3 OF THE DISCLOSURE LETTER; (III) MINOR IMPERFECTIONS OF TITLE, IF
ANY, NONE OF WHICH IS SUBSTANTIAL IN AMOUNT, MATERIALLY DETRACTS FROM THE VALUE
OR IMPAIRS THE USE OF THE PROPERTY SUBJECT THERETO, OR IMPAIRS THE OPERATIONS OF
THE
6
COMPANY, AND (IV) ZONING LAWS AND OTHER LAND USE RESTRICTIONS THAT DO NOT IMPAIR
THE PRESENT USE OF THE PROPERTY OR THE CONDUCT OF THE BUSINESS.
1.45.
"PERSON" - ANY INDIVIDUAL, CORPORATION (INCLUDING ANY
NON-PROFIT CORPORATION), GENERAL OR LIMITED PARTNERSHIP, LIMITED LIABILITY
COMPANY, JOINT VENTURE, ESTATE, TRUST, ASSOCIATION, ORGANIZATION, LABOR UNION,
OR OTHER ENTITY OR GOVERNMENTAL BODY.
1.46.
"PLANT" - THE ALCOHOL PRODUCTION FACILITY LOCATED AT
1301 S. FRONT STREET, PEKIN, ILLINOIS 61554 (AS MORE PARTICULARLY DESCRIBED ON
THE ATTACHED EXHIBIT A), INCLUDING ALL RELATED REAL ESTATE, IMPROVEMENTS,
EQUIPMENT AND OTHER REAL AND PERSONAL PROPERTY AT SUCH LOCATION, OTHER THAN THE
EXCLUDED EQUIPMENT.
1.47.
"PROCEEDING" - ANY ACTION, ARBITRATION, AUDIT,
HEARING, INVESTIGATION, LITIGATION, OR SUIT (WHETHER CIVIL, CRIMINAL,
ADMINISTRATIVE, INVESTIGATIVE, OR INFORMAL) COMMENCED, BROUGHT, CONDUCTED, OR
HEARD BY OR BEFORE, OR OTHERWISE INVOLVING, ANY GOVERNMENTAL BODY OR ARBITRATOR.
1.48.
"RCRA" - THE RESOURCE CONSERVATION AND RECOVERY ACT,
42 U.S.C. SECTION 6973 ET SEQ., AS AMENDED.
1.49.
"REASONABLE EFFORTS" - THE EFFORTS THAT A PRUDENT
PERSON DESIROUS OF ACHIEVING A RESULT WOULD USE IN SIMILAR CIRCUMSTANCES TO
ENSURE THAT SUCH RESULT IS ACHIEVED AS EXPEDITIOUSLY AS POSSIBLE; PROVIDED,
HOWEVER, THAT AN OBLIGATION TO USE REASONABLE EFFORTS UNDER THIS AGREEMENT DOES
NOT REQUIRE THE PERSON SUBJECT TO THAT OBLIGATION TO TAKE ACTIONS THAT WOULD
RESULT IN A MATERIALLY ADVERSE CHANGE IN THE BENEFITS TO SUCH PERSON OF THIS