Company, including the personal property listed on Schedule 1.01(a)(i)("Personal Property")by delivery
<br /> of a Bill of Sale in the form of Exhibit 1.01(a)(i)(the"Bill of Sale");
<br /> (ii) All of the real property,together with all and singular rights,privileges,tenements,
<br /> easements, appurtenances, fixtures, improvements, and natural resources in, on, or under such property,
<br /> including all oil, gas, hydrocarbons, minerals, soil, fill, dirt, sand, clay, gravel,granite, limestone, and any
<br /> other rocks or stone of whatever kind or nature, used in or held for use in the Business, including the real
<br /> property listed on Schedule 1.01(a)(ii) ("Owned Real Property") by delivery of a recordable general
<br /> warranty deed or deeds with lien covenants substantially in the form of Exhibit 1.01(a)(ii),
<br /> (iii) All water rights, including surface, groundwater, and storage rights, ditches and
<br /> ditch rights, shares of canal company stock, permits, claims, and any other water and water related rights,
<br /> in each case,benefitting the Owned Real Property,including the water rights listed on Schedule 1.01(a)(iii)
<br /> ("Water Rights") by delivery of a recordable general warranty deed or deeds with lien covenants and
<br /> assignment;
<br /> (iv) All of the benefits of Contracts,including open purchase orders of the Business for
<br /> materials that have been quoted or accepted but not yet sold as of the date hereof, listed on Schedule
<br /> 1.01 a iv and, in Buyer's discretion, any benefits of the Contracts of the Business not listed on Schedule
<br /> 1.01(a)(iv)that Buyer determines to assume within a reasonable time after Buyer becomes aware of such
<br /> Contract(the`Acquired Contracts"),by delivery of an Assignment and Assumption Agreement in the form
<br /> of Exhibit 1.01(a)(iv)(the"Assignment and Assumption Agreement");
<br /> (v) All of the Permits (as defined in Section 3.11) listed on Schedule 1.01(4)(v) by
<br /> delivery of a Permit Assignment and Assumption Agreement in the form of Exhibit 1.01(a)(v), but only to
<br /> the extent the same can be transferred or assigned under applicable Law and in accordance with their terms
<br /> (the"Acquired Permits");
<br /> (vi) All inventory,including stone, sand,gravel,and other aggregates, fuel, lubricants,
<br /> and all other raw materials, finished goods, and other similar items related to or used or held for use in
<br /> connection with the Business("Inventory")by delivery of the Bill of Sale;
<br /> (vii) All goodwill, customer lists, logos, copyrights, trademarks, service marks, trade
<br /> names, fictitious names,dbas,company or corporate names, including,the name"Granby Sand&Gravel",
<br /> patents, trade secrets, confidential information, know-how, inventions, discoveries, software,
<br /> improvements, ideas, concepts, creative works, business records, formulas, processes, designs, websites,
<br /> domain names, email domains, software licenses, phone number of the Business and other intellectual
<br /> property of any kind or nature developed or used by or for, or planned for use in,the Business, along with
<br /> all applications to register any thereof("Intellectual Property"),including the intellectual Property set forth
<br /> on Schedule 1.01(a)(vii), by delivery of an Intellectual Property Assignment in the form of Exhibit
<br /> 1.01(a)(vii)(the "Intellectual Property Assignment Agreement");
<br /> (viii) The amount of prepaid deposits and prepaid expenses made by any Seller as of the
<br /> Closing Date for all Acquired Contracts or Acquired Permits or otherwise relating to the other Assets or
<br /> the operation of the Business, including those listed on Schedule 1.01(a)(viii), by delivery of a Financial
<br /> Asset Assignment Agreement in the form of Exhibit 1.01(a)(viii) (the "Financial Asset Assignment
<br /> Agreement");
<br /> (ix) All rights and claims against third parties in respect of the Assets or the operation
<br /> of the Business including all rights under express or implied warranties from suppliers to the Business and
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