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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 /> 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. <br /> 2 <br />