Assets and Liabilities at Closing. At the Effective Time:
(i) the assets of Christiana (the "Christiana Assets") shall consist of (1) 3,897,462 shares of EVI Common Stock, which shall be held free and clear of all Liens, (2) cash in the amount of $20,000,000 received in connection with the TLC Dividend as defined in Section 3.1(s), (3) the right to receive $10,666,667 in connection with the Logistic Sale (4) $3,000,000 to be received in connection with the Wiscold Note, (5) the cash received from the exercise of stock options, (6) all other cash on hand, (7) a one-third interest in Logistic, and (8) 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 periods through the Closing Date, including Taxes (other than the EVI Related 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 EVI Related 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 EVI prior 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.
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.
(b) Upon Closing, the Company shall immediately notify all mutual fund and variable annuity vendors to change the address of the Company to "care of" Buyer.
(c) Except as noted in the next sentence, no assets, tangible or intangible of the Company shall be distributed, withdrawn, transferred or assigned prior to Closing. It is agreed that all of the following cash assets that will remain in the Company as of the Closing Date: $40,000 deposit or account for the benefit of NSCC; $35,000 clearing deposit with RBC Xxxx Xxxxxxxx; and a $25,000 receivable from CNA due in February 2002. None of the cash assets described in this Section 1.2(c) which shall remain assets of the Company as of the Closing Date shall be subject to offset, creditor claim or registered representative commissions.
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.
(b) At and immediately following the Closing, the Company and the Subsidiaries, on a consolidated basis, will have (i) current balances of principal and interest under the Permitted Encumbrances of not more than $6,349,219 in the aggregate; (ii) those contingent liabilities set forth in Schedule 2.1(b); (iii) no other liabilities or Encumbrances, whether contingent or otherwise; and (iv) each item in the Company Film Library and each Film License (as such terms are defined below).
(c) At and immediately following the Closing, the only material assets of Seller or its subsidiaries will consist of (i) an interest in the Border Grill Restaurant; (ii) a pending lawsuit against the Table Mountain Tribe; (iii) Ya Ya Media, Inc. ("YaYa"); (iv) the Merger Consideration; and (v) cash in the bank accounts of the Company and Subsidiaries at the opening of business on the date of this Agreement. The only furniture, fixtures and equipment ("FFE") of Seller or its subsidiaries (other than the Company and the Subsidiaries) that shall be retained by Seller following the Closing will consist of such items located at Seller's Las Vegas, Nevada offices and furniture and equipment owned by YaYa located at Seller's Santa Monica, CA offices.
(d) At and following the Closing, (i) Seller will release the Company and its Subsidiaries from subleases and any other commitments or obligations, if any, pertaining to the property located at 1819 and 0000 Xxxxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxxxxxx (the "SM Lease"); and (ii) Seller will be the sole lessee or sublessee under the outstanding lease for the property at 000 Xxxx Xxx. Xxxxx, Xxx Xxxx, XX (the "NY Lease"), that was occupied prior to the Closing by Wellspring. Seller agrees to indemnify and hold harmless the Purchaser and its subsidiaries from and against any and all losses, claims, actions, damages, liabilities and expenses arising under either the SM Lease or NY Lease and related to the period following the Closing.
(e) Following the Closing, (i) Seller wil...
Assets and Liabilities at Closing. (a) Assets of the Company at Closing. The Assets owned by the Company at the Closing, all of which shall be free and clear of any claims, liabilities, liens, security interests, mortgages, charges, pledges, conditions, or encumbrances of any nature whatsoever (other than liens for current taxes not yet due and payable and liens securing obligations under the Loan Documents), shall include the following:
Assets and Liabilities at Closing. At the Effective Time:
(i) the assets of GulfMark shall consist of (1) 2,235,572 shares of EVI Common Stock, which shall be held free and clear of all Liens, (2) 200 shares of Common Stock of AIOC, which represents all of the ownership interest of GulfMark and the GulfMark Subsidiaries in AIOC, (3) all assets used in connection with the business and operations previously conducted by Ercon, (4) all tax, financial, accounting and other general corporate records, including records relating to all past operations and subsidiaries (including partnerships and joint ventures) other than those constituting a part of the Assets, (5) GulfMark's accounts receivable (billed and unbilled) relating to the business conducted by Ercon, (6) cash in the amount of $300,000 and (7) cash in the amount of the transactional expenses of GulfMark to be paid by GulfMark relating to the Contribution, the Distribution and the Merger;
(ii) the liabilities of GulfMark shall consist only of certain expenses related to the Merger and the Distribution which shall have been fully reserved for in the Net Working Capital, and GulfMark's accounts payable relating to the business conducted by Ercon, which shall have been fully reserved for in the Net Working Capital;
(iii) all obligations and liabilities (fixed or contingent, known or unknown) of GulfMark shall have been assumed by Spinco other than liabilities described in clause (ii) and the obligation to perform in the future under contracts relating to Ercon that will be identified on schedules to the Distribution Agreement; and
(iv) the Net Working Capital of GulfMark shall equal $300,000. "Net Working Capital" shall mean the current assets of GulfMark excluding inventory, less the liabilities of GulfMark as reflected on the balance sheet of GulfMark as of the Effective Time on an unconsolidated basis. Current assets and liabilities shall have the meaning attributable to them by generally accepted account principles as applied historically by GulfMark, provided, however, for purposes of the definition of Net Working Capital, (i) accounts receivable shall be net of reserves for bad debt and doubtful accounts, (ii) the stock of AIOC shall not be considered a current asset and (iii) liabilities shall mean the full undiscounted amount of any liabilities of GulfMark and Ercon, including any liabilities that will accrue as a result of the Merger, the Contribution or the Distribution, whether or not such liabilities would be required to be refl...
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. 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. 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. 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.
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:
(i) The Tangible Personal Property;
(ii) The Real Property;
(iii) The Licenses;
(iv) The Contracts;
(v) The Intangibles and all intangible assets of the Company relating to the Station that are not specifically included within the Intangibles, including the goodwill of the Station, if any;
(vi) All of the Company's proprietary information, technical information and data, machinery and equipment warranties, maps, computer discs and tapes, plans, diagrams, blueprints, and schematics, including filings with the FCC relating to the business and operation of the Station; and
(vii) All books and records relating to the business or operations of the Station, including executed copies of the Contracts, and all records required by the FCC to be kept by the Station.
