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aggregate inventory purchase order between Buyer and Sellers) as set forth on Schedule 1.01(a)(i)
<br /> ("Personal Property")by delivery of a Bill of Sale in the form of Exhibit I.01(a)(i)(the"Bill of Sale");
<br /> (ii) The Gravel Pit Lease Agreement, dated April 30, 2010, between Camilletti &
<br /> Sons, Inc., a Colorado corporation ("Camilletti"), as lessor, and the Company, as lessee (the "Acquired
<br /> Property Lease") by delivery of an Assignment and Assumption Agreement in the form of Exhibit
<br /> 1.01(a)(ii)(the`Assignment and Assumption Agreement");
<br /> (iii) Reserved;
<br /> (iv) All of the Permits (as defined in Section 3.11) listed on Schedule I.01(a)(iv) (the
<br /> "Acquired Permits")by delivery of a Permit Assignment and Assumption Agreement in the form of Exhibit
<br /> I.01(a)(iv);
<br /> (v) All goodwill, customer lists, trade secrets, confidential information, know-how,
<br /> improvements, business records, formulas, processes, designs, and other intellectual property of any kind
<br /> or nature developed or used by or for, or planned for use in, the Business, ("Intellectual Property"),
<br /> including as set forth on Schedule 1.01(a)(v), by delivery of an Intellectual Property Assignment in the
<br /> form of Exhibit I.01(a)(v);
<br /> (vi) The amount of prepaid deposits and prepaid expenses made by any Seller as of the
<br /> Closing Date for the Acquired Property Lease or Acquired Permits or otherwise relating to the other Assets
<br /> or the operation of the Business, including those listed on Schedule 1.01(a)(vi), by delivery of a Financial
<br /> Asset Assignment Agreement in the form of Exhibit 1.01(a)(vi) (the "Financial Asset Assignment
<br /> Agreement");
<br /> (vii) All rights and claims against third parties in respect of the Assets or the operation
<br /> of the Business, including,without limitation,all rights under express or implied warranties from suppliers
<br /> to the Business and all other claims, rebates, payments from vendors and refunds, by delivery of the
<br /> Financial Asset Assignment Agreement;
<br /> (viii) Insurance proceeds and insurance awards receivable with respect to any of the
<br /> Assets which arise from or relate to events occurring prior to or on the Closing Date; and
<br /> (ix) All business records(including any occupational and safety logs or assessment or
<br /> audit reports relating to the Business or the Leased Real Property, information, files, correspondence
<br /> (including email correspondence), records, data, plans, reports, customer lists, supplier lists, price lists,
<br /> mailing lists,and all accounting or other books and records of Sellers in whatever media retained or stored),
<br /> in whatever format or medium, that are owned or leased by any Seller and used, or held for use, in the
<br /> Business, wherever located and whether or not reflected on the books of the Company, and the goodwill
<br /> and going concern value and other intangible assets arising from or related to the Business.
<br /> (b) Notwithstanding anything contained in Section 1.01(a) to the contrary, Sellers are not
<br /> selling,and Buyer is not purchasing,any other assets of Sellers,including the following assets,all of which
<br /> shall be retained by Sellers(collectively,the"Excluded Assets"):
<br /> (i) All cash,cash equivalents,and marketable securities of any Seller and all accounts
<br /> receivable of the Business as of the Closing Date(the"Accounts Receivable");
<br /> (ii) The shares of stock or other ownership interests in the Company or any other
<br /> Seller;
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