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a. Sales Taxer—From and after the time of Closing, Seller shall pay any sales be satisfied with the timing of service of such motions and the parties to be so <br /> and use Taxes owed to the State of Colorado and any political subdivision served. <br /> thereto or taxing authority in the State of Colorado("Sales Taxes")which <br /> arose or may arise,or was incurred,prior to the Closing. Purchaser shall pay f. Additional Performance Covenants <br /> to the Receiver any Sales Taxes that arise or are incurred solely as a result of <br /> Purchaser's purchase of the Purchased Assets.Seller will timely file all Tax i. Purchaser agrees to commence preparation of applications for <br /> Returns with respect to all Sales Taxes,and will timely remit to the appropriate transfer of the Material Permits upon signing of this Agreement. <br /> Tax authority,all Sales Taxes required to be remitted by Seller with respect to <br /> the transfer of the Purchased Assets,whether or not such Sales Taxes are ii. Purchaser agrees to file the applications for transfer of the Material <br /> recorded on any Tax Return of the Seller.Within ten(10)business days after Permits and commence discussions with Ouray County on Road <br /> payment by the Purchaser to the Receiver,Seller will provide the Purchaser Agreement as soon as reasonably practicable following the Closing Date. <br /> with evidence that all such Sales Taxes have been remitted to the appropriate Ili. Purchaser to use commercially reasonable efforts to obtain <br /> Tax authority.The Purchaser and the Seller will reasonably cooperate to reduce approval of transfer of Material Permits and approval of Road Agreement <br /> or eliminate Sales Taxes to the extent permitted by applicable law. and to provide Receiver with periodic progress reports of the Material <br /> Permits transfer and Road Agreement negotiations,and promptly respond <br /> b. Tax Allocations—The Parties agree that the income tax reporting of this <br /> to Receiver's reasonable inquiries on these matters. <br /> transaction will be prepared consistently with the terms of this Agreement and <br /> in particular, the provisions regarding the Allocation of the Purchase Price iv. Purchaser to use commercially reasonable efforts to close the <br /> described in this Agreement (the "Tax Returns") Seller and Purchaser shall financing in clause l la. <br /> promptly provide the other with any information required to complete the Tax <br /> Returns. Seller and Purchaser shall notify and provide the other with reasonable V. Purchase agrees to use commercially reasonable efforts to receive <br /> assistance in the event of an examination, audit or other proceeding regarding TSX Venture Exchange approve in clause 11 b.and promptly appraise the <br /> any allocation of the Purchase Price. Except as required by applicable law,Seller Seller on any comments with TSX Venture Exchange. <br /> and Purchaser shall not take any position in any tax return, including the Tax <br /> Returns,tax proceeding,or audit that is inconsistent with the Allocation. vi. Seller agrees to use commercially reasonable efforts to respond to <br /> Purchaser's requests in connection with preparation for the transfer of the <br /> c. Exclusive Dealing—The Seller or OSM, directly or indirectly, through any Required Permits. <br /> officer,director,shareholder,partner,employee,agent or other affiliate shall not <br /> (a)solicit,initiate or encourage the submission of any proposal or offer from any 14. Employment Matters. <br /> person(other than the Purchaser)relating to the acquisition of any debt of OSM <br /> or of any of the Purchased Assets(including any acquisition structured as a plan a. The Purchaser agrees to offer employment, conditional on Closing and <br /> of arrangement, of compromise or of reorganization), (b) participate in any effective as of the Closing Date, to employees of OSM (the identity of whom <br /> discussions or negotiations regarding, furnish any information with respect to, shall be communicated by the Purchaser to the Seller,no later than 10 Business <br /> assist or participate in,or facilitate in any other manner,any effort or attempt by Days prior to the Closing Date (collectively, the "Offered Employees")). The <br /> any person to do or seek any of the foregoing or(c)enter into any agreement, Purchaser shall make such conditional offer of employment to the Offered <br /> arrangement or understanding with respect to the foregoing. Employees no later than 5 Business Days prior to the Closing Date. Each such <br /> offer will be on terms and conditions substantially similar to those existing as of <br /> d. Further Assurances. Each Party will take all reasonably necessary steps to <br /> the Closing Date,it being acknowledged and agreed that the Seller shall deliver <br /> carry out the intent of this Agreement,including,but not limited to,by executing <br /> and delivering,or causing to be executed and delivered,such further instruments to the Purchaser a summary of all material terms and conditions of the <br /> or documents as reasonably requested by either Party. employment of each employee, contemporaneously with the execution of this <br /> Agreement by the Seller. <br /> e. Receivership Action. As promptly as practicable after execution of this b. The Seller shall not attempt in any way to discourage any of the Offered <br /> Agreement,the Seller shall:(i)file a motion for the issuance of the Confirmation Employees from accepting the offer of employment made by the Purchaser. <br /> Order; and(ii)serve such parties as the District Court or Purchaser requires for <br /> the motion seeking the issuance of the Confirmation Order,and Purchaser shall <br /> Exhibit 1 Exhibit 1 <br /> Page 11 of 73 Page 12 of 73 <br />