Common use of Tractors and Trailers Clause in Contracts

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 operations and other relevant factors. Seller has intrastate operating authority to the extent required of Seller, and there are no adverse decisions or ratings by state regulatory agencies that affect Seller’s operating authorities. (c) Schedule 3.09(c) sets forth all of the tractors and trailers owned by the Sellers at Closing, and except as set forth on Schedule 3.09(c), reasonably detailed specification sheets regarding the warranties, repurchase or trade back credit and other material arrangements regarding substantially all such tractors and trailers have been provided to Buyer as of the Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pam Transportation Services Inc)

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Tractors and Trailers. (a) Except as set forth in Schedule 3.09(a) 3.05, or as to damage that is fully accrued on the most recent Latest Balance Sheet or for which a valid good faith 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 Company (i) is roadworthy and adequate for use in the ordinary course of business, reasonable business subject to ordinary wear and tear excepted (ii) has been adequately maintained in substantial conformity with applicable warranty requirements and in the ordinary course of business consistent with past practice, case, reasonable wear and tear excepted, and (iii) has no physical damage (which includesmeets, but is not limited toin all material respects, 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 all applicable operating condition will be deemed to have only reasonable wear requirements of the DOT and tear)FMCSA. (b) Each of the tractors and trailers owned and leased and in operation by any of the Sellers Company is properly licensed and registered with applicable authorities Governmental Authorities in accordance with permissible practices and applicable Lawslaws. Such Licenses and registrations are current. All current license plates and stickers are properly affixed to such equipment, except as set forth in Schedule 3.09(b)and all related fees have been paid. Since January 1, 2017, none of the Sellers The Company has not received an unsatisfactory or conditional safety and fitness rating from the Federal Motor Carrier Safety Commission Administration (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 FMCSAFMCSA or FHWA, and there is no the Company has not received written notice of any 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 Schedule 3.05 sets forth true, correct correct, and complete copies of all BASIC rating percentiles of each public and non-public Company scores as of the Sellers (as applicable) as of a recent date satisfactory to Buyer in all seven categories Closing under the FMCSA’s 's Compliance Safety Accountability program, including the non-public underlying data related to such BASIC rating percentiles scores 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 operations and other relevant factors. Seller has intrastate operating authority to the extent required of Seller, and there are no adverse decisions or ratings by state regulatory agencies that affect Seller’s operating authorities. (c) Since December 31, 2020, all tractors and trailers have been operated at all times in material compliance with applicable leases, secured notes, and other financing documents. All leased tractors and trailers satisfy in all material respects the “turn-in” requirements under applicable leases, secured notes, and other financing documents such that no material penalty, reconditioning fee, or other amount (net of accruals or reserves for such turn-in requirements, penalties, reconditioning fees and other related amounts) would be owed if such leased tractors and trailers were returned at the Closing. Each leased tractor (and, if applicable, each leased trailer) has been operated within the mileage allowance of the applicable lease, prorated for the portion of the lease period that has expired, determined as of the Closing. Schedule 3.09(c) 3.05 contains a complete and accurate list of all leases of tractors and trailers by the Company, true and complete copies of which have been made available to Buyer. There are no late fees, penalties, or other amounts owing under any such tractor or trailer lease or other financing document for such tractors or trailers to which the Company is a party (for clarity, the foregoing does not include prepayment penalties that may apply if certain Indebtedness with respect to the tractors and trailers is repaid before maturity), other than any current monthly payment that is not yet due. Schedule 3.05 sets forth all of the tractors and trailers owned by the Sellers Company at the Closing, and except as set forth on Schedule 3.09(c), reasonably detailed specification sheets regarding describes in reasonable detail the warranties, repurchase repurchase, or trade trade-back credit and other material arrangements regarding substantially all such tractors and trailers have been provided and any restrictions on transferability on change in control regarding such underlying agreements to Buyer which the Company is a party. (d) Schedule 3.05 sets forth a true and correct list of all tractors and trailers owned or leased by the Company out of service for repairs, with wrecked tractors and trailers owned or leased by the Company separately noted, as of the ClosingClosing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Knight-Swift Transportation Holdings Inc.)

Tractors and Trailers. (a) Except as set forth in Schedule 3.09(a) or Schedule 3.09(d), or as to damage that is fully accrued on the most recent Latest 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 Company (i) is roadworthy and adequate for use in the ordinary course of business, reasonable wear and tear excepted (ii) has been adequately maintained in substantial conformity with past practices of the Company, (iii) has been maintained in the ordinary course of business consistent with past practice, (iv) meets all applicable operating condition requirements of the DOT, (v) has all major mechanical, electrical and other systems functioning properly, in each case, reasonable ordinary wear and tear excepted, and or (iiivi) as of the Closing Date, has no physical damage (which includes, but is not limited to, missing parts) that would impair the Company’s use of such tractor or trailer and that would cost in excess of $5,000, 5,000 (in the case of each a tractor) or $2,500 (in the case of clauses (ia trailer) – (ii)to repair, it being agreed for this purpose that any unit in compliance with DOT operating condition will be deemed to have only reasonable ordinary wear and tear)tear excepted. (b) Each of the tractors and trailers owned and leased and in operation by any of the Sellers Company is properly licensed and registered with applicable authorities in accordance with permissible practices and applicable Lawslaws. Such licenses and registrations are current. All current license plates and stickers are properly affixed to such equipment, except as set forth in Schedule 3.09(b)and all related fees have been paid. Since January 1, 2017, none of the Sellers The Company has not received 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 FMCSAFMCSA 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. There is no pending or, to Sellers’ Knowledge, threatened, judicial or administrative proceeding (including any compliance review of FMCSA intervention actionSchedule 3.09(b) that reasonably could be expected to result in an unsatisfactory or conditional safety and fitness rating. The Sellers have provided sets forth true, correct and complete copies of all BASIC rating percentiles of each public and non-public Company scores as of the Sellers (as applicable) as of a recent date satisfactory to Buyer in all seven categories Closing Date under the FMCSA’s 's Compliance Safety Accountability program, including the non-public underlying data related to such BASIC rating percentiles scores 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 operations and other relevant factors. Seller has intrastate operating authority to the extent required of Seller, and there are no adverse decisions or ratings by state regulatory agencies that affect Seller’s operating authorities. (c) Since December 31, 2011, all tractors and trailers have been operated at all times in material compliance with applicable leases, secured notes, and other financing documents. All leased tractors and trailers satisfy the "turn-in" requirements under applicable leases, secured notes, and other financing documents such that no penalty, reconditioning fee, or other amount (net of accruals or reserves for such turn-in requirements, penalties, reconditioning fees and other related amounts) would be owed if such leased tractors and trailers were returned at the Closing Date. Each leased tractor (and, if applicable, each leased trailer) has been operated within the mileage allowance of the applicable lease, prorated for the portion of the lease period that has expired, determined as of the Closing Date. Schedule 3.09(c3.09(c)(i) contains a complete and accurate list of all leases pertaining to tractors and trailers, true and complete copies of which have been made available to Buyer. There are no late fees, penalties, or other amounts owing under any tractor or trailer lease or other financing document, other than any current monthly payment that is not yet due. Schedule 3.09(c)(ii) sets forth all of the tractors and trailers owned by the Sellers Company at Closing, and except as set forth on Schedule 3.09(c), reasonably detailed specification sheets regarding describes in reasonable detail the warranties, repurchase or trade trade-back credit and other material arrangements regarding substantially all such tractors and trailers have been provided to Buyer and any restrictions on transferability on change in control regarding such agreements. (d) Schedule 3.09(d) sets forth a true and correct list of all tractors and trailers out of service for repairs, with wrecked tractors and trailers separately noted, as of the ClosingClosing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Heartland Express Inc)

Tractors and Trailers. (a) Except as set forth in Schedule 3.09(a) 2.09(a), or as to damage that is fully accrued on the most recent Latest 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 Company (i) is roadworthy and adequate for use in the ordinary course of business, reasonable wear and tear excepted (ii) has been adequately maintained in substantial conformity with past practices of the Company, (iii) has been maintained in the ordinary course of business consistent with past practice, (iv) meets all applicable operating condition requirements of the DOT, (v) has all major mechanical, electrical and other systems functioning properly, in each case, reasonable wear and tear excepted, and or (iiivi) as of the Closing Date, has no physical damage (which includes, but is not limited to, missing parts) that would impair the Company’s use of such tractor or trailer and that would cost in excess of $5,000, 5,000 (in the case of each a tractor) or $2,500 (in the case of clauses (ia trailer) – (ii)to repair, 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)tear excepted. (b) Each of the tractors and trailers owned and leased and in operation by any of the Sellers Company is properly licensed and registered with applicable authorities in accordance with permissible practices and applicable Lawslaws. Such licenses and registrations are current. All current license plates and stickers are properly affixed to such equipment, except as set forth in Schedule 3.09(b)and all related fees have been paid. Since January 1, 2017, none of the Sellers The Company has not received 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 FMCSAFMCSA 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. There is no pending or, to Sellers’ Knowledge, threatened, judicial or administrative proceeding (including any compliance review of FMCSA intervention actionSchedule 2.09(b) that reasonably could be expected to result in an unsatisfactory or conditional safety and fitness rating. The Sellers have provided sets forth true, correct correct, and complete copies of all BASIC rating percentiles of the Company for each of the Sellers twelve (as applicable12) as of a recent date satisfactory to Buyer months immediately preceding the Closing Date 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 operations and other relevant factors. Seller has intrastate operating authority to the extent required of Seller, and there are no adverse decisions or ratings by state regulatory agencies that affect Seller’s operating authorities. (c) Since January 1, 2016, all tractors and trailers have been operated at all times in material compliance with applicable leases, secured notes, and other financing documents. All leased tractors and trailers satisfy the "turn-in" requirements under applicable leases, secured notes, and other financing documents such that no penalty, reconditioning fee, or other amount (net of accruals or reserves for such turn-in requirements, penalties, reconditioning fees, and other related amounts) would be owed if such leased tractors and trailers were returned at the Closing Date. Each leased tractor (and, if applicable, each leased trailer) has been operated within the mileage allowance of the applicable lease, prorated for the portion of the lease period that has expired, determined as of the Closing Date. Schedule 3.09(c2.09(c)(i) contains a complete and accurate list of all leases pertaining to tractors and trailers, true and complete copies of which have been made available to Buyer. There are no late fees, penalties, or other amounts owing under any tractor or trailer lease or other financing document, other than any current monthly payment that is not yet due. Schedule 2.09(c)(ii) sets forth all of the tractors and trailers owned by the Sellers Company at Closing, and except as set forth on Schedule 3.09(c), reasonably detailed specification sheets regarding describes in reasonable detail the warranties, repurchase or trade trade-back credit and other material arrangements regarding substantially all such tractors and trailers have been provided to Buyer and any restrictions on transferability on change in control regarding such agreements. (d) Schedule 2.09(d) sets forth a true and correct list of all tractors and trailers out of service for repairs, with wrecked tractors and trailers separately noted, as of the ClosingClosing Date. (e) Except as set forth on Schedule 2.09(e), neither the Company nor any of its Subsidiaries has any contracts or commitments for the acquisition or disposition of any capital assets after the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Heartland Express Inc)

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Tractors and Trailers. (a) Except as set forth in Schedule 3.09(a2.09(a) or Schedule 2.09(d), or as to damage that is fully materially accrued on the most recent Latest Balance Sheet or for which a valid claim for insurance proceeds is pending, (i) the damage and repair experience since January 1, 2014 for the tractors and trailers owned by the Companies has not been materially different from the damage and repair experience in prior periods disclosed by Seller and set forth in the Document Room as of September 30, 2014, (ii) 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) Companies has been adequately maintained in substantial conformity with past practices of the Companies, (iii) each of the tractors and trailers owned by the Companies has been maintained in the ordinary course of business consistent with past practice, case, reasonable wear and tear excepted, and (iiiiv) has no physical damage (which includes, but is not limited to, missing parts) that would cost in excess the tractors and trailers 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 Companies meet the ongoing operating condition will be deemed to have only reasonable wear and tear)requirements of the DOT in all material respects. (b) Each of the tractors and trailers owned and leased and in operation by any of the Sellers Companies is properly licensed and registered with applicable authorities in accordance with applicable Lawslaws, except as set forth in Schedule 3.09(b2.09(b). 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. Since January 1, 20172009, none of the Sellers Companies has received 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 FMCSAFMCSA 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. There is no pending or, to Sellers’ Knowledge, threatened, judicial or administrative proceeding (including any compliance review of FMCSA intervention actionSchedule 2.09(b) that reasonably could be expected to result in an unsatisfactory or conditional safety and fitness rating. The Sellers have provided sets forth true, correct and complete copies of all BASIC rating percentiles of public and non-public scores for each of the Sellers (as applicable) Companies as of a recent date satisfactory to Buyer in all seven categories the Closing Date under the FMCSA’s Compliance Safety Accountability program, including the non-public underlying data related to such BASIC rating percentiles scores 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 operations and other relevant factors. Seller has intrastate operating authority to the extent required of Seller, and there are no adverse decisions or ratings by state regulatory agencies that affect Seller’s operating authorities. (c) Since December 31, 2012, all tractors and trailers have been operated at all times in material compliance with applicable leases, secured notes, and other financing documents. No Company is a party to any equipment lease. There are no late fees, penalties, or other amounts owing under any tractor or trailer financing document (for clarity, the foregoing does not include prepayment penalties that may apply if certain Indebtedness with respect to the tractors and trailers is repaid before maturity), other than any current monthly payment that is not yet due. Schedule 3.09(c2.09(c) sets forth all of the tractors and trailers owned by the Sellers Companies at Closing, and except as set forth on Schedule 3.09(c2.09(c), reasonably detailed specification sheets regarding the warranties, repurchase or trade back credit and other material arrangements regarding substantially all such tractors and trailers have been provided to Buyer by Seller in the Document Room as of September 30, 2014. (d) Except as set forth on Schedule 2.09(d), the Companies’ experience with respect to tractors and trailers out of service for repairs and totaled tractors and trailers from January 1, 2014, through the date hereof has not been materially different from the Companies’ experience with respect to tractors and trailers out of service for repairs, and totaled tractors and trailers as disclosed in the Document Room as of September 30, 2014. (i) Since August 1, 2014, (x) only the six (6) tractors disposed of during August, and (y) not more than seventy (70) trailers (all of which were 2007 model year) have been disposed by the Companies, (ii) as of Closing, the Companies own all of the tractors and trailers set forth on Schedule 2.09(c), (iii) except for those tractors and trailers listed on Schedule 2.09(e), all tractors and trailers scheduled for delivery prior to September 30, 2014, have been delivered and paid for in full by the Companies, and (iv) during the three (3) months following the Closing Date, the sum of the Companies’ “Tractor Repair – Unreported Accident” account plus the Companies’ “Trailer Repair – Unreported Accident” account will not exceed $125,000 in any such month. The Companies have committed to dispose of not more than seventy (70) trailers during the months of August and September 2014 and Buyer acknowledges that: (x) certain of the aforementioned trailers may be in possession of the Companies as of Closing and (y) the Companies shall remain obligated to dispose of such trailers notwithstanding the Closing. (f) Except as set forth on Schedule 2.09(f), the Companies do not have any contracts or commitments for the acquisition or disposition of any capital assets after the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Knight Transportation Inc)

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