Assets and Liabilities at Closing. At the Effective Time:
Assets and Liabilities at Closing. (a) Assets of the Company at Closing. The Assets to be owned by the Company at the Closing, all of which shall be free and clear of any Encumbrances, except for Permitted Encumbrances, shall include the following:
Assets and Liabilities at Closing. (a) The direct or indirect subsidiaries of the Company are, and at Closing will be, American Vantage/Hypnotic, Inc. ("Hypnotic"), Wellspring Media, Inc. ("Wellspring") and Wellspring Productions, LLC (each a "SUBSIDIARY", and collectively, the "SUBSIDIARIES"). Neither the Company nor any Subsidiary owns, directly or indirectly, beneficially or of record, any shares of capital stock or other securities of any entity or any investment in any entity, other than the Subsidiaries.
Assets and Liabilities at Closing. (a) All of the inventory and other assets of the Company listed on SCHEDULE 2.11 and all of the material contracts, including mutual funds and variable annuity distribution contracts, listed on SCHEDULE 2.9 shall remain assets of the Company as of the Closing Date.
Assets and Liabilities at Closing. As of the Closing, Pubco has effected the transaction contemplated under Section 5.15 and has no assets or liabilities of its own on an unconsolidated basis other than a 100% membership interest in Numismatic Capital Group, LLC ("NCG"), a Colorado limited liability company.
Assets and Liabilities at Closing. At the Effective Time: (i) the assets of Christiana (the "Christiana Assets") shall consist of (1) at least 3,897,462 shares of Weatxxxxxxx Xxxmon Stock, which shall be held free and clear of all Liens, (2) cash of at least $13,000,000, (3) a one-third interest in Logistic, (4) certain tax benefits, and (5) all tax, financial, accounting and other general corporate records, including records relating to all past operations and subsidiaries (including partnerships and joint ventures); (ii) the liabilities of Christiana (the "Christiana Liabilities") shall consist only of (1) transactional expenses related to the Merger and the Logistic Sale, (2) all Taxes of Christiana relating to A-16 18 periods through the Closing Date, including Taxes (other than the Weatxxxxxxx Xxxated Taxes) from the Logistic Sale and deferred intercompany Taxes and (3) all other outstanding and accrued liabilities to which Christiana may be subject, other than Assumed Liabilities (as defined in the Logistic Purchase Agreement) and Weatxxxxxxx Xxxated Taxes; (iii) all obligations and liabilities (fixed or contingent, known or unknown) of Christiana shall have been assumed by C2 and Logistic other than liabilities described in clause (ii); and (iv) except as set forth in Section 2.2(o) of the Disclosure Schedule or agreed to in writing by Weatxxxxxxx xxxor to the Closing, Christiana shall have been released from all continuing obligations (i) relating to Logistic or any other historical business of Christiana or its subsidiaries and affiliates and (ii) under any and all agreements relating to the borrowing of funds, including any and all guarantees or similar arrangements relating thereto. (p)
Assets and Liabilities at Closing. Except as disclosed in SCHEDULE 3.11, on the Closing Date (after giving effect to the NICO Reinsurance Agreement, and the transactions contemplated hereunder, including without limitation Section 5.8 hereof), the Company's assets shall consist of nothing more than the Closing Assets (it being understood that such assets shall be free and clear of all Liens). Except as disclosed in SCHEDULE 3.11, to the knowledge of the Seller after due inquiry, the Company has no liabilities or obligations of any nature except (i) as disclosed or reserved against in the Statutory Statements of the Company, including the notes thereto, and (ii) for non-material liabilities or obligations that were incurred in the ordinary course of business consistent with past practice.
Assets and Liabilities at Closing. (aa) Assets of the Company at Closing. The Assets owned by MBC or the Company at the Closing shall include the following:
Assets and Liabilities at Closing. On the Closing Date, the Company's assets shall consist exclusively of the Closing Assets and the Company shall have no liabilities, absolute or contingent (including claims incurred but not reported), no obligations and no contractual commitments of any nature except for continuing reporting obligations to the West Virginia Insurance Commissioner and any liabilities, obligations or commitments caused by the acts or omissions of Buyer. The Closing Assets shall be free and clear of all claims, assessments, security interests, liens, restrictions and encumbrances, except for minor or correctable defects of title, none of which will have a material adverse effect, singly or in the aggregate, on the Company.
Assets and Liabilities at Closing. Notwithstanding any provision to the contrary in the Purchase Agreement, the parties agree that the liabilities and obligations of the Company or any Subsidiary at the Closing shall include those Contracts listed on Exhibit D hereto and marked with an asterisk.
