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a. all debts, liabilities and obligations of OSM or the Seller and all debts, Taxes are real estate Taxes ("Real Estate Taxes"), the Real Estate Taxes
<br /> liabilities and obligations related to any Purchased Asset arising out of or related attributable to the Purchased Assets will be prorated at Closing.If the applicable
<br /> to the period prior to the Closing Date(as defined below); tax rate and assessments for the Purchased Assets have not been established for
<br /> the year in which Closing occurs,the proration of Real Estate Taxes will be based
<br /> b. all obligations and liabilities owing by OSM pursuant to any Excluded upon the most current mill levy rate and assessed valuation of Closing, which
<br /> Contract, proration shall be final;and
<br /> c. all obligations and liabilities owing by OSM to any of its affiliates; h. all debts, liabilities and obligations of OSM or the Seller arising under this
<br /> Agreement, including, for certainty, all legal, accounting, broker or other
<br /> d. obligations or Claims under or relating to any plans with respect to the professional fees, costs and expenses incurred by OSM or the Seller in
<br /> employees or former employees employed by OSM,whether on a full-time or a connection with the Receivership Action and the transactions contemplated by
<br /> part-time basis, and whether active or inactive as of the Closing Date(each an this Agreement.
<br /> "Employee")to which OSM is a party to or bound by or to which OSM has an
<br /> obligation to contribute relating to retirement savings,pensions,bonuses,profit 5. Purchase Price. Subject to the provisions of Section 6 below, the total
<br /> sharing, deferred compensation, share purchase or share option, share purchase price for the Purchased Assets is Four Million Five-Hundred Thousand United
<br /> appreciation,phantom stock,incentive compensation,life or accident insurance, States Dollars(US$4,500,000)(the"Purchase Price"),payable as follows:
<br /> hospitalization, health, medical or dental treatment or expenses, disability,
<br /> unemployment insurance benefits, employee loans, vacation pay, severance or a. upon mutual execution of this Agreement,Purchaser shall pay the Receiver
<br /> termination pay or other benefit plan including any obligation or liability to make the amount of$200,000(the"Approval Period Expense Money")in
<br /> any payment or payments to any person as a result of the transactions immediately available funds, in accordance with wire transfer instructions
<br /> contemplated hereby. provided by the Receiver in writing,as a non-refundable deposit to be treated
<br /> in accordance with Section 8,
<br /> e. all obligations relating to,resulting from or arising out of the employment or
<br /> termination of any Employee of the Seller or OSM prior to Closing or of any b. at Closing, Purchaser shall pay to the Receiver the amount of One Million
<br /> Employee who does not become a Transferred Employee(as hereinafter defined); Dollars ($1,000,000), in immediately available funds, in accordance with wire
<br /> f. all debts, liabilities and obligations for or related to any obligation for any transfer instructions provided by the Receiver in writing,
<br /> taxes, including duties, assessments, imposts, fees, dues, withholdings, levies c. upon satisfaction of the conditions contained in(i)and(1i)below,Purchaser
<br /> and other charges of any nature imposed by any Tax Authority and includes all shall pay to the Receiver the amount of Two Million Dollars ($2,000,0000) in
<br /> interest,penalties,fines,additions to tax or other additional amounts imposed by immediately available funds, in accordance with wire transfer instructions
<br /> any authority including those levied on, or measured by, or referred to as, provided by the Receiver in writing:
<br /> income, gross receipts, profits,capital, transfer, land transfer, sales, goods and
<br /> services, harmonized sales, use, value-added, excise, withholding, business, (i)the earlier to occur of(a)the transfer to the Purchaser,or receipt in the name
<br /> property, occupancy, employer health, payroll, employment, health, social of the Purchaser of replacements, of the Colorado Mined Land Reclamation
<br /> services,education and social security taxes,all surtaxes,all customs duties and Permit M-2012-032 (as amended) and NOI Permit No P2020-006, and the
<br /> import and export taxes, countervailing and anti-dumping and all employment Colorado Discharge Permit System Permit No. CO0000003 (collectively, the
<br /> insurance, health insurance and government pension plan and other employer "Material Permits")to Purchaser as owner, in each case,on substantially the
<br /> plan premiums, contributions or withholdings and all other taxes and similar same requirements as currently exist, or (b) Purchaser's permit allows for
<br /> governmental charges of any kind imposed by any governmental authority exploration drilling at the RV Mine,and
<br /> ("Taxes"), that are not expressly assumed by the Purchaser under this
<br /> Agreement; (it)County of San Miguel approval ofa new road maintenance agreement(the
<br /> "Road Agreement") with the Board County Commissioners of Ouray
<br /> g. all Taxes imposed on or relating to the Seller or OSM or any of their County,Colorado with respect to County Road 26 and County Road 361
<br /> respective partners,directors,officers,affiliates or related persons and all Taxes all on terns reasonably satisfactory to Purchaser;and
<br /> imposed on or relating to the Purchased Assets that are attributable to any pre-
<br /> Closing tax period whether or not any such period ends on or before the Closing d. upon satisfaction of(A) the conditions in Section 5c. above and, (B) the
<br /> Date(other than any Sales Taxes or Transfer Taxes which are the responsibility earlier to occur of the conditions (i) and (ii) below, Purchaser shall pay the
<br /> of the Purchaser under this Agreement); provided that, to the extent that such Receiver the amount of One Million Three-Hundred Thousand($1,300,000) in
<br /> Exhibit 1 Exhibit 1
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