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ARTICLE I. <br />DEFINITIONS <br />1.1 Definitions. <br />(a) Certain Definitions. For all purposes of this Agreement, the following <br />capitalized terms shall have the following definitions: <br />"Action" means any action, claim, proceeding, audit, investigation, arbitration or <br />suit (whether civil, criminal, administrative, regulatory or judicial), or any appeal therefrom <br />(including any claim, audit, litigation, administrative proceeding or arbitration against any <br />Person. <br />"Ad Valorem Taxes" means all Taxes imposed on a periodic basis and calculated <br />by reference to the value of the Purchased Assets, including real and personal property Taxes, <br />motor vehicle -related Taxes, and substitutes therefor, but excluding Transfer Taxes. <br />"Affiliate" means, with respect to any Person, any other Person that, at the time <br />of determination, directly or indirectly through one or more intermediaries, Controls, or is <br />Controlled by, or is under common Control with, such specified Person. <br />"Ancillary Agreements" mean the Deeds, the Bill of Sale, the Escrow <br />Agreement, the Deed Restrictions and the Wire Instructions. <br />"Bill of Sale" means the Bill of Sale, in the form attached hereto as Exhibit B. <br />"Business" means the extraction, loading, mining, manufacturing, processing, <br />sale, stockpiling, storing and delivery of sand and related minerals in the State of Colorado. <br />"Business Day" means any day other than a Saturday or Sunday or a day on <br />which banking institutions located in Denver, Colorado are authorized or obligated by Law to <br />close. <br />"Closing' and when used as a verb, "Close", means the time of the <br />consurion of the purchase and sale of the Purchased Assets and the assumption of the <br />Assumed Liabilities, and the other transactions contemplated by this Agreement, pursuant to the <br />terms and subject to the conditions set forth herein. <br />"Code" means the Interna? Revenue Code of 1986, as amended. <br />"Competing Transaction" means a transaction involving the direct or indirect <br />disposition (whether by sale, merger or otherwise) of all or any portion of (a) the stock of the <br />Seller, or (b) the Purchased Assets, in each case from the Seller or the Individuals. <br />"Control" means, as to any Person, the power to direct or cause the direction of <br />the management and policies of such Person, whether through the ownership ofvoting securities, <br />by contract or otherwise. The terms "Controlled by", "under common Control with" and <br />"Controlling" shall have correlative meaaings. <br />2 <br />