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

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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 73 of 207 (b) All Liability for any ad valorem Taxes (including, for the avoidance of doubt, real or personal property Taxes, but excluding any Owned Real Property) and unmined mineral Taxes (the "Apportioned Taxes") with respect to the Purchased Assets for a Tax period or year, or portion thereof, that ends on or before the Closing Date (a"Pre-Closing Tax Period') shall be borne by Sellers. All Liability for any Apportioned Taxes solely attributable to the Purchased Assets and that are for any Tax period or year, or portion thereof, that begins after the Closing Date (a "Post-Closing Tax Period') shall be borne by Purchaser. The total amount of Apportioned Taxes allocable to the Pre-Closing Tax Period of any Tax period or year commencing on or before, and ending after, the Closing Date (a "Straddle Period') shall be the product of(i) such Tax for the entirety of such Straddle Period, multiplied by (ii) a fraction, the numerator of which is the number of days for such Straddle Period included in the Pre-Closing Tax Period and the denominator of which is the total number of days in such Straddle Period, and the balance of Apportioned Taxes shall be allocable to the Post-Closing Tax Period. At the Closing, Apportioned Taxes with respect to each Purchased Asset for the applicable Straddle Period shall be prorated in accordance with the foregoing provisions based on the Tax assessment for such Purchased Asset for such Straddle Period, if available, or if otherwise, based on the Apportioned Taxes paid with respect to such Purchased Asset during the preceding Tax year. With respect to any not yet delinquent Apportioned Taxes relating to a Straddle Period or Pre-Closing Tax Period, Purchaser will assume responsibility for the actual payment of all such Taxes to the applicable Governmental Body to the extent it has received payment from Sellers. With respect to any Apportioned Taxes relating to a Straddle Period or Pre-Closing Tax Period that are delinquent as of the Closing Date, the amount of which is known and not subject to dispute, Purchaser shall either pay the delinquent amount of such Taxes to the extent it has received payment from Sellers directly to the applicable Governmental Body at the Closing or, at Purchaser's option, to such title company as designated by Purchaser at the Closing, for further payment by it to the applicable Governmental Body. (c) Each Seller shall cause, to the extent reasonably practical, all meters measuring the consumption of water, gas, electricity or other utilities used in connection with the Purchased Assets or the Purchased Operations to be read prior to the Closing Date, and the apportionment to be made on account of such utilities shall be made pursuant to such readings ("Apportioned Utilities"); provided, however, that if and to the extent the meter readings cannot be obtained prior to the Closing Date, the apportionment of utilities at Closing shall be completed based upon the average of the three (3) months' prior bills. (d) Purchaser and Sellers agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Purchased Operations and the Purchased Assets (including access to books and records and Tax Returns and related working papers dated before the Closing) as is reasonably necessary for the filing of all Tax Returns, the making of any election relating to Taxes, the preparation for any audit by any Taxing Authority, the prosecution or defense of any claims, suit or proceeding relating to any Tax, and the claiming by Purchaser of any federal, state or local business tax credits or incentives that Purchaser may qualify for in any of the jurisdictions in which any of the 68 4844-9981-3577v6 4821-9091-9881.v1