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 /> consummation 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 Internal 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 of voting securities,
<br /> by contract or otherwise. The terms "Controlled by", "under common Control with" and
<br /> "Controlling"shall have correlative meanings.
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