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
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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 oror not such liabilities would be required to be reflected as a liability by generally accepted accounting principles.
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