Tractors and Trailers Sample Clauses

Tractors and Trailers. (a) Except as set forth in Schedule 3.09(a) or as to damage that is fully accrued on the most recent Balance Sheet or for which a valid claim for insurance proceeds is pending, each of the tractors and trailers owned or leased by the Sellers as of the date two business days before Closing (i) is roadworthy and adequate for use in the ordinary course of business, reasonable wear and tear excepted (ii) has been adequately maintained in the ordinary course of business consistent with past practice, case, reasonable wear and tear excepted, and (iii) has no physical damage (which includes, but is not limited to, missing parts) that would cost in excess of $5,000, (in the case of each of clauses (i) – (ii), it being agreed for this purpose that any unit in compliance with DOT operating condition will be deemed to have only reasonable wear and tear). (b) Each of the tractors and trailers owned and leased and in operation by any of the Sellers is properly licensed and registered with applicable authorities in accordance with applicable Laws, except as set forth in Schedule 3.09(b). Since January 1, 2017, none of the Sellers has received an unsatisfactory or conditional safety and fitness rating from the Federal Motor Carrier Safety Commission (the “FMCSA”), as a result of a compliance review for any of the factors that are considered by the FMCSA, and there is no pending judicial or administrative proceeding that reasonably would be expected to result in an unsatisfactory or conditional safety and fitness rating. There is no pending or, to Sellers’ Knowledge, threatened, judicial or administrative proceeding (including any compliance review of FMCSA intervention action) that reasonably could be expected to result in an unsatisfactory or conditional safety and fitness rating. The Sellers have provided true, correct and complete copies of all BASIC rating percentiles of each of the Sellers (as applicable) as of a recent date satisfactory to Buyer in all seven categories under the FMCSA’s Compliance Safety Accountability program, including the non-public underlying data related to such BASIC rating percentiles as provided by the FMCSA. Seller is in material compliance with all DOT regulations and all records required by such regulations have been maintained in accordance with such DOT regulations. Seller has procedures in place to validate its contractual counterparties’ compliance with contractual obligations for insurance coverage, operating authority, safe operati...
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Tractors and Trailers. Except as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole: (a) each of the tractors and trailers operated by the Company or its Subsidiaries (collectively, the “Operational Tractors and Trailers”), (i) is roadworthy and adequate for use in the ordinary course of business, (ii) has been adequately maintained in the ordinary course of business, (iii) meets all applicable operating condition requirements of the U.S. Department of Transportation and other applicable Laws and (iv) has all major mechanical, electrical and other systems functioning properly, in each case, ordinary wear and tear excepted; (b) each of the Operational Tractors and Trailers is properly licensed and registered with applicable authorities in accordance with applicable Laws, and such licenses and registrations are current; and (c) all current license plates and stickers are properly affixed to the Operational Tractors and Trailers, and all related fees have been paid. None of the Company or its Subsidiaries has an unsatisfactory or conditional safety and fitness rating from the Federal Motor Carrier Safety Commission (the “FMCSA”), or its predecessor, the Federal Highway Administration (the “FHWA”), as a result of a compliance review for any of the factors that are considered by the FMCSA or FHWA, and there is no pending judicial or administrative proceeding that reasonably would be expected to result in an unsatisfactory or conditional safety and fitness rating. During the twelve (12) months immediately preceding the date of this Agreement, all information provided to the FMCSA by the Company and its Subsidiaries in connection with the FMCSA’s Compliance Safety Accountability program has been true, accurate and complete in all material respects.
Tractors and Trailers. (a) Section 3.23(a) of the Company Disclosure Schedule sets forth each tractor and trailer owned or leased or otherwise used by the Company and its Subsidiaries, categorized as follows: (i) currently used in operations, even if undergoing ordinary course repairs or maintenance (the “Operational Tractors and Trailers”), (ii) trailers not currently used in operations that are past due on either a one-year or five-year inspection and which inspection and the subsequent repairs to bring that trailer into a compliant operating condition will not be done prior to Closing (the “Spare Trailers”), (iii) wrecked, or otherwise not assigned to operations, and (iv) held for sale. Each of the Operational Tractors and Trailers: (w) is roadworthy and adequate for use in the ordinary course of business, except for repairs occurring or needed in the ordinary course of business, (x) meets all applicable operating condition requirements of the U.S. Department of Transportation, (y) with respect to trailers, except for Spare Trailers, as of the most recent required test or inspection date, meets or exceeds the standards of the U.S. Department of Transportation’s tank inspections and tests inclusive of the External Visual Inspection, the Leakage Test, the EPA Method 27 Test, the Internal Visual Inspection, the Pressure Test, the Lining Test, the Thickness Test, and the Upper Coupler Inspection and other applicable Laws, in each case to the extent tests apply to any usage of such trailer by the Company or its Subsidiaries historically, and (z) has all major mechanical, electrical and other systems functioning properly, in each case, ordinary wear and tear excepted. (b) Each of the Operational Tractors and Trailers is properly licensed and registered with applicable authorities in accordance with applicable Laws, and such licenses and registrations are current. (c) Since January 1, 2022 none of the Company or its Subsidiaries has an unsatisfactory or conditional safety and fitness rating from the Federal Motor Carrier Safety Commission (the “FMCSA”), or its predecessor, the Federal Highway Administration (the “FHWA”), as a result of a compliance review for any of the factors that are considered by the FMCSA or FHWA, and there is no pending judicial or administrative proceeding that reasonably would be expected to result in an unsatisfactory or conditional safety and fitness rating. During the twelve (12) months immediately preceding the date of this Agreement, all information pro...
Tractors and Trailers. (a) Section 3.19(a) of the Disclosure Schedules sets forth all of the tractors and trailers owned or leased by the Company as of the date hereof. Each of the tractors and trailers owned or leased and in operation by the Company is properly licensed and registered with all applicable Governmental Authorities in accordance with applicable Laws, except where the failure to be in compliance would not have a Material Adverse Effect. Such licenses and registrations on tractors and trailers currently in operation by the Company are current, except where the failure to be in compliance would not have a Material Adverse Effect. All current license plates and stickers on tractors and trailer currently in operation by the Company are properly affixed to such equipment, and all related fees have been paid, except where the failure to comply or make such payments would not have a Material Adverse Effect. Except as set forth in Section 3.19(a) of the Disclosure Schedules and with such exceptions as would not have a Material Adverse Effect, each of the tractors and trailers owned or leased by the Company that are currently in operation: (i) has been maintained in substantial conformity with past practices of the Company, and (ii) meet the ongoing operating condition requirements of the DOT in all material respects. Except as set forth in Section 3.19(a) of the Disclosure Schedules, the Company does not presently have an unsatisfactory or conditional safety fitness rating from the Federal Motor Carrier Safety Administration (the “FMCSA”). There is no pending or, to the Knowledge of Seller, threatened, judicial or administrative proceeding (including any compliance review or FMCSA intervention action) that would result in an unsatisfactory or conditional safety fitness rating. The Company is in compliance with all applicable DOT regulations, including the leasing regulations set forth in 49 C.F.R. Part 376 and the intermodal equipment regulations set forth in 49 C.F.R. Part 385 and 390, except where the failure to be in compliance would not have a Material Adverse Effect. The Company has procedures in place to validate its Owner-Operators’ compliance with contractual obligations for insurance coverage, operating authority, safe operations and other relevant factors. (b) Since January 1, 2016, all tractors and trailers taken as a whole have been operated in compliance with applicable requirements of any leases, secured notes and other financing documents to which the Compan...
Tractors and Trailers. Regardless of whether assignment is obtained under Section 2.2.B., Smithway shall operate the Tractors and Trailers from Closing in accordance with the terms and conditions of the Assigned Equipment Financing.
Tractors and Trailers. (a) The Company Disclosure Document sets forth a true and complete list of all tractors, trailers and straight trucks used in the Special Logistics Business, identifying each by make, model, year and VIN or serial number, and specifying whether each such tractor, trailer or straight truck is owned or leased (and, if leased, specifying the lessor, the applicable lease agreement, and the date on which the applicable lease term ends). EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN SECTION 4.14 AND THIS SECTION 4.15, NO SELLING PARTY NOR ANY OF ITS AFFILIATES NOR ANY REPRESENTATIVE OF ANY OF THEM HAS MADE ANY REPRESENTATION OR WARRANTY WHATSOEVER AS TO THE COMPANY’S TRACTORS AND TRAILERS AND ALL SUCH TRACTORS AND TRAILERS CONVEYED PURSUANT TO THIS AGREEMENT (WHETHER DIRECTLY OR INDIRECTLY) OR THE OTHER TRANSACTION DOCUMENTS DELIVERED AT CLOSING BY EACH OF THE SELLING PARTIES AND ITS AFFILIATES IS CONVEYED ON AN “AS IS” AND “WHERE IS” AND “WITH ALL FAULTS” BASIS AND WITHOUT ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WHATSOEVER, INCLUDING IN THIS EXCLUSION ALL REPRESENTATIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OPERABILITY, CAPACITY OR CONDITION. (b) Each of the tractors, trailers and straight trucks owned or leased and in operation by the Company is properly licensed and registered with all applicable authorities in accordance with applicable laws, except where the failure to be in compliance would not have a Company Material Adverse Effect. Such licenses and registrations are current, except where the failure to be in compliance would not have a Company Material Adverse Effect. All current license plates and stickers are properly affixed to such equipment, and all related fees have been paid. Except as set forth in the Company Disclosure Document, the Company does not presently maintain an unsatisfactory or conditional safety and fitness rating from the Federal Motor Carrier Safety Administration (the “FMCSA”). There is no pending or, to the knowledge of the Company, threatened, judicial or administrative proceeding (including any compliance review of FMCSA intervention action) that reasonably could be expected to result in an unsatisfactory or conditional safety and fitness rating. The Company Disclosure Document sets forth true, correct and complete copies of all public and non-public scores of the Company since January 1, 2014 under the FMCSA’s Compliance Safety Accountability program, in...
Tractors and Trailers. (a) Except for damage arising by way of ordinary wear and tear, damage that is fully accrued for on the Base Balance Sheet or damage for which a valid claim for insurance proceeds (net of applicable deductibles) by the Company is pending, or except as set forth on Schedule 3.25(a), each of the tractors, trailers and straight trucks owned or leased by the Company or any of its Subsidiaries (i) is roadworthy and adequate for use in the ordinary course of business, (ii) has been adequately maintained in substantial conformity with past practice of the Company and its Subsidiaries, (iii) complies in all material respects with applicable operating condition requirements of the United States Department of Transportation (the “DOT”), and (iv) as of the Effective Time, has no physical damage that would impair the use of such tractor, trailer or straight truck by the Company and its Subsidiaries that would cost in excess of $5,000 (in the case of a tractor) or $2,500 (in the case of a trailer) to repair, ordinary wear and tear excepted. (b) Each of the tractors, trailers and straight trucks owned or leased and in operation by the Company or any of its Subsidiaries is properly licensed and registered with all applicable authorities in accordance with applicable Laws. Such licenses and registrations are current. All current license plates and stickers are properly affixed to such equipment, and all related fees have been paid. Neither the Company nor any of its Subsidiaries presently maintains or has received since January 1, 2013 an unsatisfactory or conditional safety and fitness rating from the Federal Motor Carrier Safety Administration (the “FMCSA”). There is no pending or, to the Knowledge of the Company, threatened, judicial or administrative proceeding (including any compliance review of FMCSA intervention action) that reasonably could be expected to result in an unsatisfactory or conditional safety and fitness rating. Schedule 3.25(b) sets forth true, correct and 30 complete copies of all public and non-public scores of the Company and each of its Subsidiaries under the FMCSA’s Compliance Safety Accountability program, including the non-public underlying data related to such scores as provided by the FMCSA. The Company and its Subsidiaries currently have a “satisfactory” safety and fitness rating from the DOT as a result of their most recent compliance reviews. The Company and its Subsidiaries are in compliance in all material respects with all DOT regulatio...
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Tractors and Trailers. (a) Each of the tractors and trailers identified on Schedule 2.09(a)(i) (the “Operational Tractors and Trailers”) (i) is roadworthy and adequate for use in the ordinary course of business, (ii) has been adequately maintained in the ordinary course of business consistent with past practice, (iii) meets all applicable operating condition requirements of the DOT, and (iv) has all major mechanical, electrical and other systems functioning properly, in each case, ordinary wear and tear excepted. Any tractors and trailers out of service for repair as of the Closing Date is identified on Schedule 2.09(a)(ii), with wrecked tractors and trailers separately noted (the “Out of Service Tractors and Trailers”).
Tractors and Trailers. All tractors and transfer trailers (individually and in combination) shall comply with the applicable laws. Tractors and transfer trailers shall be painted in a uniform color scheme approved by the SBWMA and shall prominently display a SBWMA service xxxx (logo), the design and placement of which are subject to SBWMA approval.

Related to Tractors and Trailers

  • Contractors and Subcontractors Drug-Free Workplace Act of 1988 1) Publish and give a policy statement to all covered employees informing them that the unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited in the covered workplace and specifying the actions that will be taken against employees who violate the policy. 2) Establish a drug-free awareness program to make employees aware of a) the dangers of drug abuse in the workplace; b) the policy of maintaining a drug-free workplace; c) any available drug counseling, rehabilitation, and employee assistance programs; and d) the penalties that may be imposed upon employees for drug abuse violations. 3) Notify employees that as a condition of employment on a federal contract or grant, the employee must a) abide by the terms of the policy statement; and b) notify the employer, within five (5) calendar days, if he or she is convicted of a criminal drug violation in the workplace. 4) Notify the contracting or granting agency within ten (10) days after receiving notice that a covered employee has been convicted of a criminal drug violation in the workplace. 5) Impose a penalty on or require satisfactory participation in a drug abuse assistance or rehabilitation program by any employee who is convicted of a reportable workplace drug conviction. 6) Make an ongoing, good faith effort to maintain a drug-free workplace by meeting the requirements of the act.

  • Visitors Resident will be responsible in all matters regarding this Agreement for the conduct of anyone Resident invites or permits to enter the Residence Facility or its grounds. Any violation of the provisions of this Agreement by such a person will be attributed to Resident and will be grounds for cancellation of this Agreement by College on behalf of Provider, as well as grounds for discipline of Resident by College through its disciplinary process.

  • Contractors All LAUSD Contractors and their Representatives are expected to conduct any and all business affiliated with LAUSD in an ethical and responsible manner that fosters integrity and public confidence. A “Contractor” is any individual, organization, corporation, sole proprietorship, partnership, nonprofit, joint venture, association, or any combination thereof that is pursuing or conducting business with and/or on behalf of LAUSD, including, without limitation, consultants, suppliers, manufacturers, and any other vendors, bidders or proposers. A Contractor’s “Representative” is also broadly defined to include any subcontractors, employees, agents, or anyone else who acts on a Contractor’s behalf.

  • Sub-Contractors Transfer Agent may, without further consent on the part of Customer, subcontract with other subcontractors for telephone and mailing services as may be required from time to time; provided, however, that the Transfer Agent shall be as fully responsible to the Customer for the acts and omissions of any subcontractor as it is for its own acts and omissions.

  • Vehicles and Equipment Consultant will furnish all vehicles, equipment, tools, and materials used to provide the Services required by this Agreement. Client will not require Consultant to rent or purchase any equipment, product, or service as a condition of entering into this Agreement.

  • Payroll Records Contractors and Subcontractors must keep original payrolls or transcripts subscribed and affirmed as true under the penalties of perjury as required by law. For public works contracts over $25,000 where the Contractor maintains no regular place of business in New York State, such records must be kept at the work site. For building services contracts, such records must be kept at the work site while work is being performed.

  • Contractor’s Equipment Payment for required equipment owned by the Construction Manager or an affiliate of the Construction Manager will be based solely on an hourly rate derived by dividing the current appropriate monthly rate by 176 hours. No payment will be made under any circumstances for repair costs, freight and transportation charges, fuel, lubricants, insurance, any other costs and expenses, or overhead and profit. Payment for such equipment made idle by delays attributable to the Government will be based on one-half the derived hourly rate under this subsection.

  • SUBCONTRACTORS AND SUPPLIERS The Commissioner reserves the right to reject any proposed Subcontractor or supplier for bona fide business reasons, including, but not limited to: the company failed to solicit New York State certified minority- and women-owned business enterprises as required in prior OGS Contracts; the fact that such Subcontractor or supplier is on the New York State Department of Labor’s list of companies with which New York State cannot do business; the Commissioner’s determination that the company is not qualified or is not responsible; or the fact that the company has previously provided unsatisfactory work or services.

  • Fixtures and Equipment Each of the Company and its Subsidiaries (as applicable) has good title to, or a valid leasehold interest in, the tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used by the Company or its Subsidiary in connection with the conduct of its business (the “Fixtures and Equipment”). The Fixtures and Equipment are structurally sound, are in good operating condition and repair, are adequate for the uses to which they are being put, are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient for the conduct of the Company’s and/or its Subsidiaries’ businesses (as applicable) in the manner as conducted prior to the Closing. Each of the Company and its Subsidiaries owns all of its Fixtures and Equipment free and clear of all Liens except for (a) liens for current taxes not yet due and (b) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto.

  • CLOTHING AND EQUIPMENT (a) Employees required by the Employer to wear uniforms will be supplied with an adequate number of uniforms appropriate to the occupation free of cost to Employees. Such items are to remain the property of the Employer and be laundered and maintained by such Employer free of cost to the Employee. (b) Instead of the provision of such uniforms, the Employer may, by agreement with the Employee, pay such Employee a uniform allowance at the rate set out in Item 1 of Table 5. This rate is expressed as per shift or part thereof, or as a weekly rate – an Employee is to be paid whichever is the lesser amount. (c) Where an Employee’s uniforms are not laundered by or at the expense of the Employer, the Employee will be paid a laundry allowance. For Aged Care, Health Professionals and Home Care Employees this will be paid at the rate set out in Item 2 of Table 5. This allowance is also expressed as a payment per shift of part thereof of as a weekly payment – an Employee is to be paid whichever is the lesser amount. For Nursing Employees this will be paid at the rate set out in Item 3 of Table 5. (d) The uniform allowance, but not the laundry allowance, will be paid during all absences on paid leave, except absences on long service leave and absence on personal/carer’s leave beyond 21 days. Where, prior to the taking of leave, an Employee was paid a uniform allowance other than at the weekly rate, the rate to be paid during absence on leave will be the average of the allowance paid during the four weeks immediately preceding the taking of leave. (e) Where an Employer requires an Employee to wear rubber gloves, special clothing or where safety equipment is required for the work performed by an Employee, the Employer must reimburse the Employee for the cost of purchasing such special clothing or safety equipment, except where such clothing or equipment is provided by the Employer.

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