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(xii) is between either Seller and any Related Party(as defined below);
<br /> (xiii) pursuant to which(A) either Seller is a lessee or sublessee of, or holds, occupies,
<br /> or operates, any real property, or (B) either Seller is a lessor or sublessor of, or makes available for use,
<br /> occupancy, or operation by any Person, any real property; or(C)otherwise relates to or affects any Owned
<br /> Real Property;
<br /> (xiv) pursuant to which any Seller grants or is granted a license of any Intellectual
<br /> Property or software for use in the Business;
<br /> (xv) grants an Encumbrance on any of the Assets (including under conditional sales,
<br /> capital leases, or other title retention or security devices);
<br /> (xvi) grants or increases any severance, continuation, termination, or post-termination
<br /> pay to any director, member, manager, officer, shareholder, interest holder, partner, employee, or
<br /> independent contractor of either Seller or any Related Party;
<br /> (xvii) involves a Governmental Authority;
<br /> (xviii) would by its terms purport to be binding upon,or impose any obligation upon,any
<br /> affiliate of Buyer(other than Buyer)after the Closing; or
<br /> (xix) extends for a term of more than 12 months from the Closing Date (unless
<br /> terminable by the party thereto without payment or penalty upon no more than 30 days' notice).
<br /> SECTION 3.11. Permits. Set forth on Schedule 3.11 are all of the environmental permits, land
<br /> use authorizations,zoning permits,certificates of occupancy,building permits,special use permits,mining
<br /> permits,and all other licenses, permits,qualifications,franchises,approvals,exemptions,registrations,and
<br /> other authorizations from all Governmental Authorities that have been used in the last two (2) years, that
<br /> are necessary or are reasonably required with respect to the ownership or operation of the Assets or the
<br /> conduct of the Business (the "Permits"). All Permits currently necessary or reasonably required with
<br /> respect to the ownership or operation of the Assets or the conduct of the Business are held by a Seller, and
<br /> such Permits are in full force and effect. Neither Seller is, nor within the past five (5) years, has been, in
<br /> violation of any of the terms and conditions of, or other requirements arising from,the Permits.
<br /> SECTION 3.12. Inventory. All Inventory was (a) acquired or created in the ordinary course of
<br /> the Business,(b)consists of a quality and quantity that is usable and salable in such ordinary course at gross
<br /> margins that do not materially differ from the average gross margins realized by the Business in the 12
<br /> month period immediately prior to the Closing Date solely with respect to the same grade or category of
<br /> Inventory, and (c) is valued on the books and records of the Business at the lower of cost or market with
<br /> the cost determined under the first-in-first-out inventory valuation method consistent with past practice.
<br /> The Inventory constitutes all materials located on the site owned by Sellers of the type used or held for use
<br /> in the Business. No previously sold inventory is subject to returns in excess of those historically
<br /> experienced by the Business.
<br /> SECTION 3.13. Intellectual Proaerty. Schedule 3.13 sets forth a true and complete list of all
<br /> material (registered or unregistered) Intellectual Property used in,related to,or held for use in the Business.
<br /> Sellers have the right and authority to use all Intellectual Property, including the name "Granby Sand &
<br /> Gravel",in connection with the conduct of the Business in the manner presently conducted and as presently
<br /> planned to be conducted, and such use does not conflict with, infringe upon, or violate any third parties'
<br /> rights. Sellers have taken all steps and made all filings as required to maintain Sellers' right, title and
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