Common use of Cash Requirements Clause in Contracts

Cash Requirements. Christiana covenants that as of the Effective Time it shall have cash equal to the sum of (i) $30 million (including $10,666,677 to be received under the Logistic Purchase Agreement) and (ii) all accrued and unpaid liabilities and obligations of Christiana. For purposes of this Section 3.2, the unpaid liabilities and obligations of Christiana shall mean the full undiscounted amount of liabilities for which Christiana shall be responsible, including any liabilities that will accrue as a result of the Merger, the Logistic Sale or the transactions contemplated herein, whether or not such liabilities would be required to be reflected as a liability by generally accepted accounting principles; provided, however, that such liabilities shall not include any liabilities for any gain on any EVI Common Stock held by Christiana realized as a result of a sale of such stock by Christiana or a liquidation or merger of Christiana (other than the Merger) within two years after the Effective Time, nor any tax liability for income of EVI attributable to Christiana under the equity method of accounting either before or after the Effective Time (the "EVI Related Taxes). Further, for purposes of calculating such liabilities, any Taxes (other than the EVI Related Taxes) payable in respect of the Logistic Sale or other transactions contemplated herein or under the Logistic Purchase Agreement shall be fully accrued as a liability and any Tax credits, deductions, other Tax benefits of Christiana shall not be considered or used to offset any such liability. The provisions of this Section 3.2 shall not affect Logistic's and C2's obligations under the Logistic Purchase Agreement to assume and indemnify EVI as set forth therein.

Cash Requirements. Christiana covenants that as of the Effective Time it shall have cash equal to the sum of (i) $30 13 million (including $10,666,677 to be received under the Logistic Purchase Agreement) and (ii) all accrued and unpaid liabilities and obligations of Christiana. For purposes of this Section 3.2, the unpaid liabilities and obligations of Christiana shall mean the full undiscounted amount of liabilities for which Christiana shall be responsible, including any liabilities that will accrue as a result of the Merger, the Logistic Sale or the transactions contemplated herein, whether or not such liabilities would be required to be reflected as a liability by generally accepted accounting principles; provided, however, that such liabilities shall not include any liabilities for any gain on any EVI Xxxxxxxxxxx Common Stock held by Christiana realized as a result of a sale of such stock by Christiana or a liquidation or merger of Christiana (other than the Merger) within two years after the Effective Time, nor any tax liability for income of EVI Xxxxxxxxxxx attributable to Christiana under the equity method of accounting either before or after the Effective Time (the "EVI Xxxxxxxxxxx Related Taxes). Further, for purposes of calculating such liabilities, any Taxes (other than the EVI Xxxxxxxxxxx Related Taxes) payable in respect of the Logistic Sale or other transactions contemplated herein or under the Logistic Purchase Agreement shall be fully accrued as a liability and any Tax credits, deductions, other Tax benefits of Christiana shall not be considered or used to offset any such liability. The provisions of this Section 3.2 shall not affect Logistic's and C2's obligations under the Logistic Purchase Agreement to assume and indemnify EVI Xxxxxxxxxxx as set forth therein.

Cash Requirements. Christiana covenants that as of the Effective Time it shall have cash equal to the sum of (i) $30 13 million (including $10,666,677 to be received under the Logistic Purchase Agreement) and (ii) all accrued and unpaid liabilities and obligations of Christiana. For purposes of this Section 3.2, the unpaid liabilities and obligations of Christiana shall mean the full undiscounted amount of liabilities for which Christiana shall be responsible, including any liabilities that will accrue as a result of the Merger, the Logistic Sale or the transactions contemplated herein, whether or not such liabilities would be required to be reflected as a liability by generally accepted accounting principles; provided, however, that such liabilities shall not include any liabilities for any gain on any EVI Common Weatxxxxxxx Xxxmon Stock held by Christiana realized as a result of a sale of such stock by Christiana or a liquidation or merger of Christiana (other than the Merger) within two years after the Effective Time, nor any tax liability for income of EVI attributable Weatxxxxxxx xxxributable to Christiana under the equity method of accounting either before or after the Effective Time (the "EVI Related Weatxxxxxxx Xxxated Taxes"). Further, for purposes of calculating such liabilities, any Taxes (other than the EVI Related Weatxxxxxxx Xxxated Taxes) payable in respect of the Logistic Sale or other transactions contemplated herein or under the Logistic Purchase Agreement shall be fully accrued as a liability and any Tax credits, deductions, other Tax benefits of Christiana shall not be considered or used to offset any such liability. The provisions of this Section 3.2 shall not affect Logistic's and C2's obligations under the Logistic Purchase Agreement to assume and indemnify EVI as Weatxxxxxxx xx set forth therein.. A-21 23 3.3