Xxx Xxxxx Contribution and Sale to Auto Specialty Sample Clauses

Xxx Xxxxx Contribution and Sale to Auto Specialty. In a manner intended to be a tax-free capital contribution under Section 351(a) of the Code, on the Closing Date, Xxx Xxxxx shall: 1.1.1 contribute, transfer, convey, assign and deliver to Auto Specialty one (1) equity participation representative of 99.999% of the issued, outstanding and paid equity interest in Motores (the "99.999% Equity Participation"); 1.1.2 contribute, transfer, convey, assign and deliver to Auto Specialty the raw material inventory on temporary importation in Juarez, Mexico as specified on Schedule 1.1.2 (the "Juarez Inventory"); 1.1.3 contribute, transfer, convey, assign and deliver to Auto Specialty the inventory located in El Paso, Texas as specified on Schedule 1.1.3 (the "El Paso Inventory"); 1.1.4 contribute, transfer, convey, assign and deliver to Auto Specialty the Trade Accounts Receivable and Trade Accounts Payable as specified on Schedule 1.1.4 (the "Trade Accounts Receivable and Trade Accounts Payable"); 1.1.5 contribute, transfer, convey, assign and deliver to Auto Specialty the Xxxxx Rapids Real Property; and 1.1.6 sell, transfer, convey, assign and deliver to Auto Specialty for a purchase price of One Dollar ($1.00), the fixed assets and work in process on temporary importation in Juarez, Mexico as specified on Schedule 1.1.6 (the "Juarez Fixed Assets").