2020-10-09_GENERAL DOCUMENTS - C1980004 (4)

Home Browse Search

Case 1:20-bk-12043 Doc 465-1 Filed 10/09/20 Entered 10/09/20 14:01:47 Desc Exhibit 1 - Sale Agreement between certain Debtors and the Stalking Horse Bidder Page 53 of 207 Assurances held by Sellers with respect to the Purchased Assets, categorized by Permit or the Purchased Assets, and including the name of the provider, the amount provided, and the amounts of collateral held by the provider. The Sellers have posted or otherwise provided all Mining Financial Assurances that have been requested in writing by the applicable Governmental Bodies in respect of any applicable Permits and applicable Laws having to do with Reclamation in connection with the Purchased Assets or the Purchased Operations. All Reclamation performed by or on behalf of any Seller in connection with the Purchased Assets or the Purchased Operations has been performed in a manner in material compliance with all applicable Laws and meets the requirements of the applicable Permit and any associated mine Reclamation requirements of any applicable Governmental Body in all material respects. The liability for mine closing and Reclamation obligations with respect to the Purchased Assets or the Purchased Operations recorded on the most recent balance sheet of the Sellers provided to Purchaser has been properly accrued in accordance with the requirements of Financial Accounting Standards Board Codification Topic 410, Asset Retirement and Environmental Obligations, formerly known as Financial Accounting Standard No. 143 ("FASB 410"), and the amount of such liability is equal to or in excess of the amount of such obligations, determined on the basis of the Sellers' actual historic Reclamation and closure costs and currently planned mine life and escalated for inflation, in accordance with FASB 410 and applicable Laws. All Mining Financial Assurances have been approved as adequate by the required Governmental Body to complete Reclamation in accordance with all applicable Permits and Laws. Section 5.14. Tax Matters. Except as set forth on Schedule 5.14: (a) Each Seller has filed (or had filed on its behalf) all Tax Returns that it was required to file in respect to the Purchased Assets or the Business, and all such Tax Returns were correct and complete in all material respects and were prepared in compliance with all applicable Law. Other than as excused or prohibited from being paid as a result of the Bankruptcy Code or the Bankruptcy Court, with respect to the Purchased Assets and the Business, each Seller has paid (or had paid on its behalf) all Taxes that are due and payable, whether or not shown to be payable on any such Tax Returns. Other than as excused or prohibited from being withheld, collected or paid as a result of the Bankruptcy Code or the Bankruptcy Court, all Taxes that each Seller is or was required by Law to withhold or collect with respect to the Purchased Assets and the Business have been duly withheld or collected and, to the extent required, have been paid or will be paid to the proper Tax Authority. Except for tax audits in the Ordinary Course of Business, no examination of any such Tax Return of Sellers is currently in progress by any Taxing Authority and no Seller has received notice of any contemplated examination of any such Tax Return and no material adjustment has been proposed in writing with respect to any such Tax Returns by any Taxing Authority. (b) Sellers have not received written notice of any Tax deficiency outstanding, proposed, or assessed against or allocable to the Sellers. There are no pending, proposed in writing or threatened in writing Legal Proceedings, audits, investigations, disputes, notices of deficiency, or claims with respect to any Taxes payable by or asserted against any Seller related 48 4844-9981-3577v6 4821-9091-9881.v1