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SCHEDULE 1 ADDITIONAL DEFINITIONS (a) "Agreement" shall mean this Agreement for Sale and Purchase of Property, executed by both Seller and Buyer. (b) "Business Day" shall mean any day on which business is conducted by national banking institutions in Miami -Dade County, Florida. (c) "Closing" shall mean the execution and delivery of the Deed, the Bill of Sale and the other instruments to be executed by Seller conveying the Property to Buyer and the payment by Buyer to Seller of the Purchase Price. (d) "Confidentiality Agreement" shall mean that certain Confidentiality Agreement, if any, concerning the Property executed by Buyer and delivered to Seller. (e) "County" shall mean the County located in the State in which the Property is located. (f) "Deed" shall mean the special warranty (or similar limited warranty) deed conveying fee title to the Real Property to Buyer, duly executed by Seller and acknowledged and in proper form for recordation. (g) "Due Diligence Reports" shall mean all reports, documents, studies, analyses, and other written information delivered by Seller to Buyer or obtained by Buyer with respect to the Property, including results of physical inspections, engineering studies, engineering drawings and specifications, surveys, Hazardous Materials Reports, soil tests, site plans, feasibility studies, market studies, architectural plans, specifications and drawings, title reports, permits, approvals and authorizations (whether obtained from governmental authorities or third parties); and all other work product generated by or for Buyer in connection with the Property. However, the term Due Diligence Reports shall specifically exclude any Hazardous Materials Reports unless and until such time as Seller has requested delivery of same in writing pursuant to the provisions of Section 6.3 of the Agreement and such have in fact been delivered to Seller in connection with such request. (h) "Effective Date" shall mean the date set forth on the cover page of this Agreement. (i) "General Intangibles" shall mean any and all warranties, guaranties, telephone exchange numbers, architectural or engineering plans and specifications, and development rights that relate to the Real Property or the Personal Property. (}) "Hazardous Materials" shall mean any toxic, radioactive, caustic or otherwise hazardous substance, including petroleum, its derivatives, by-products and other hydrocarbons, or any substance having any constituent elements displaying any of the foregoing characteristics. The term "Hazardous Materials" includes, without limitation, any substance regulated under MIAMI 2957652.8 79037/33274