Common use of Assets and Liabilities at Closing Clause in Contracts

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. At the Effective Time: : (i) the assets of Christiana (the "Christiana Assets") shall consist of (1) at least 3,897,462 shares of EVI Common Weatxxxxxxx Xxxmon Stock, which shall be held free and clear of all Liens, (2) cash in the amount of at least $20,000,000 received in connection with the TLC Dividend as defined in Section 3.1(s)13,000,000, (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, (4) certain tax benefits, and (8) 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 EVI Related 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 EVI Related 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 and (iv) except as set forth in Section 2.2(o) of the Disclosure Schedule or agreed to in writing by EVI prior 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.

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 EVI Xxxxxxxxxxx Common Stock, which shall be held free and clear of all Liens, (2) cash in the amount of at least $20,000,000 received in connection with the TLC Dividend as defined in Section 3.1(s)13,000,000, (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, (4) certain tax benefits, and (8) 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 periods through the Closing Date, including Taxes (other than the EVI Xxxxxxxxxxx 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 Xxxxxxxxxxx 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 Xxxxxxxxxxx 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.