CERTAIN VEHICLES. The parties desire to restructure Buyer's acquisition of certain of the trucks and other vehicles used in the conduct of the Business from a contribution of those trucks and vehicles to the Company to a direct sale to Buyer. At the Closing, Seller shall deliver to Buyer a general bill xx sale and assignment, in form and substance satisfactory to Buyer, together with duly endorsed certificates of title, selling, transferring and assigning to Buyer the trucks and vehicles listed on the attached EXHIBIT C.
CERTAIN VEHICLES. It is understood and agreed that Aloha currently owns, in addition to other vehicles, (i) a 1997 Dodge pickup truck, and (ii) a 1997 Chrysler van which are used by Xxxxxx and Xxxxxxxx Xxxxxxx primarily as their personal vehicles. It is hereby agreed that, prior to or concurrently with the Closing, Aloha shall transfer ownership of such vehicles to Xxxxxx and/or Xxxxxxxx Xxxxxxx personally, who shall assume and agree to pay all outstanding indebtedness and operating expenses with respect thereto. Aloha shall be released from all such payment obligations following the Closing, and Xxxxxx and Xxxxxxxx Xxxxxxx hereby agree to indemnify Aloha for any payments they may be required to make on account of such vehicles following the Closing (the "Vehicle Obligation"), except as otherwise agreed in writing among the parties.
CERTAIN VEHICLES. (a) Without affecting the obligations of Holdings, the Borrower or any of the Material Subsidiaries under any of the Security Documents, Holdings, the Borrower and the Material Subsidiaries shall grant to the Trustee a first perfected security interest (subject only to Liens permitted by Section 8.2.3) in all motor vehicles (including truck and transport vehicles but excluding service vans and automobiles), constituting at least 75% of the aggregate fair market value of such motor vehicles owned by Holdings, the Borrower and the Material Subsidiaries (as determined by the Borrower in good faith). Holdings, the Borrower or such Material Subsidiary, as applicable, shall execute and deliver, or cause to be executed and delivered, to the Trustee, at the Borrower’s expense, such documents (including, without limitation, motor vehicle titles) and other assurances as the Trustee may request in order to create and perfect Liens in such motor vehicles in favor of the Trustee, subject to no other Liens other than Liens permitted by Section 8.2.3.
CERTAIN VEHICLES. On or prior to the Closing Date, the Shareholders shall use their best efforts to cause the leases of the automobiles driven by the Shareholders, which leases and automobiles are described in Schedule 6.21 hereto (the "Vehicle Leases"), to be assigned from the Aerocar Parts or Aerocar Aviation, as applicable, to any Shareholder individually and to cause the lessor thereof to release the Companies from any further obligation thereunder. In the event that such assignment and release shall not have been accomplished on or prior to the Closing Date, (i) the Shareholders shall and hereby do indemnify the Companies and Kellxxxxx xxx hold each of them harmless for any obligations under or pursuant to such leases or arising from any use or operation of such vehicles, (ii) the Shareholders shall secure and pay for automobile insurance with limits of liability reasonably acceptable to Kellxxxxx xxx not less than $250,000 per occurrence and $500,000 in the aggregate and (iii) shall cause Kellxxxxx xxx the Companies to be named as additional insureds thereunder and cause a certificate evidencing such insurance (and the fact that it may not be cancelled except upon thirty (30) days' prior written notice to Kellxxxxx xxx the Companies) to be delivered to Kellxxxxx xx Closing and thereafter upon the request of Kellxxxxx.
