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PERMFILE102602
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PERMFILE102602
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Last modified
8/24/2016 9:56:26 PM
Creation date
11/24/2007 9:00:53 AM
Metadata
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Template:
DRMS Permit Index
Permit No
M1978039HR
IBM Index Class Name
Permit File
Doc Date
7/1/1997
Doc Name
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF COLO
Media Type
D
Archive
No
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T <br />Agreement dated December 19, 1996. The Coutt approved the Sale Motion and form of the Asset <br />Purchase Agreement on December 20, 1996. <br />3. The Asset Purchase Agreement states that the purchase price shall be allocated in a <br />manner agreed upon between Energy Fuels, the Committee and IUHC prior to closing after taking <br />into account Section 1060 of the Internal Revenue Code, the applicable Treasury Regulations and <br />the respective fair market value of the purchased assets. Energy Fuels, the Committee and ILTHC <br />agreed to waive this provision and agree upon the allocation of the purchase price post closing. <br />4. The parties have reached agreement regarding the allocation of the purchase price <br />among the purchased assets and consequently between EFL, EFEX and EFN. The allocation of the <br />purchase price was developed by an independent accounting firm engaged by IUHC and approved <br />by the Cortnnittee and Energy Fuels. In that regard, the Committee has several Committee Members <br />who hold claims at only one of the Estates or whose claims are more heavily weighted toward one <br />of the Estates. Despite the conflicting interests of the various Committee Members, no Committee <br />Member objected to the proposed allocation submitted by IUHC. Energy Fuels has also approved <br />the purchase price allocation submitted by IUHC. <br />5. Suction 3.3 of the Asset Purchase Agreement states that the Purchase Price shall be <br />determined based on the Purchase Price of $20,425,000 plus (i) estimated Processing Contrail <br />Expenditwes, (u) Mongolia Expenditures budgeted and paid after September 30, 1996, attd (iii) a <br />non-cash amount associated with the asstunption of liabilities. The estimated Processing Contract <br />Expenditures and the Mongolia Expenditures were approximately $1,200,000 and $980,000 <br />respectirvely. The liabilities assumed by IUHC were valued at $13,300,000 based primarily on the <br />amount of the bonds posted by EFL to cover emironmeatal and remediation costs at the White Mesa <br />Mill and its domestic U. S. mining properties. Accordingly, the total purchase price under the Asset <br />Purchase Agreement is $35,905,000, of which $22,605,000 represents cash proceeds and <br />$13,300,000 reflects non cash consideration associated with assumed liabilities. <br />6. The allocation of the purchase price among the purchased assets and between EFL, <br />EFEX and EFN is as follows: <br />Vendor Price Allocation Allocation of Gash <br /> <br />ENERGY FUELS, LTD. <br />Cash from UMETCO $11,500.000 <br />Residual Promissory Note from UMETCO $ 6,000,000 <br />Other Cash Collateral Currently Posted by <br />Vendors $ 295,000 <br />DN 95075.1 17680 00278 <br />6/25/97 7:11 pm -2' <br />
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