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_ _ a . _.._ _ .. . _ 1.1.48 "Equity Interest" means all or any part of any direct or indirect equity or ownership interest(s) (whether stock, partnership interest, beneficial interest in a trust, membership interest in a limited liability company, or other interest of an ownership or equity nature) in any entity, at any tier of ownership, that directly or indirectly owns or holds any ownership or equity interest in a Person. 1.1.49 "Escrow"means an escrow, as defined in Civil Code Section 1057 and Financial Code Section 17003(a), that is conducted by the Escrow Agent with respect to the conveyance of City Property from the City to the Developer,pursuant to this Agreement. 1.1.50 "Escrow Agent"means First American Tide Company, 1737 North lst Street, Suite 500, San Jose, CA 951112,or such other Person mutually agreed upon in writing by the City and the Developer. 1.1.51 "Escrow Closin Date" means the date for Close of Escrow for conveyance of the City Property to the Developer as set forth in Section 3.1 of this Agreement 1.1.52 "Escrow Opening Date" means the first date on which a fully executed copy of this Agreement is deposited with the Escrow Agent. 1.1.53 "Federal"means the government of the United States of America. 1.1.54 "Final" means, relative to an Approval or any CEQA Document, when all administrative appeal periods regarding such matter have expired, all administrative appeals or challenges regarding such matter (if any) have been resolved to both the City's and the Developer's reasonable satisfaction, all statutory periods for challenging such matter have expired, all litigation or other proceedings (if any) challenging any such matter have been resolved to both the City's and the Developer's reasonable satisfaction and all appeal periods relating to any such litigation or other proceedings have expired. ' 1.1.55 "FIRPTA AffidaviY' means an affidavit complying with Section 1445 of the United States Internal Revenue Code. ° 1.1.56 "Form 593"means a California Franchise Tax Board Form 593-C. 1.1.57 "Government A ency" means any local, state or Federal governmental . agency from which any Approval may be required,or with any jurisdiction over the Project. 1.1.58 "Hazardous Substance" means flammable substances, explosives, radioactive materials, asbestos, asbestos-containing materials, polychlorinated biphenyls, chemicals known to cause cancer or reproductive toxicity, pollutants, contaminants, hazardous wastes, medical wastes, toxic substances or related materials, explosives, petroleum, petroleum products, and any "hazardous"or "toxic"material, substance or waste that is defined by those or similar tezms or is regulated as such under any Law, including any material, substance or waste that is: (i)defined as a "hazardous substance" under Section 311 of the Water Pollution Control Act (33 U.S.C. § 1317), as amended; (ii)substances designated as "hazardous substances" pursuant to 33 U.S.C. § 1321; (iii)defined as a "hazazdous waste" under Section 1004 of the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901, et seq., as amended; � 2013.118/BLOCK 2 HUNTER STORM REV:07-26-13 PT