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) Except as set forth in Schedule 3.10(a) or Schedule 3.10(d), or as to damage that is fully accrued on the Latest Balance Sheets or for which a valid claim for insurance proceeds is pending, each of the tractors and trailers owned or leased by any Entity (i) is roadworthy and adequate for use in the ordinary course of business, (ii) has been adequately maintained in substantial conformity with past practices of the Entity, (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, ordinary wear and tear excepted, or (vi) as of the Closing Date, has no physical damage that would impair an Entity’s use of such tractor or trailer and 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.
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.
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).
Tractors and Trailers. (a) Except as set forth in Schedule 2.09(a) or Schedule 2.09(d), or as to damage that is materially accrued on the 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 by the 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, and (iv) the tractors and trailers of the Companies meet the ongoing operating condition requirements of the DOT in all material respects.
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. 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) 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.
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.
Tractors and Trailers. (a) Except as set forth in Schedule 3.05, or as to damage that is fully accrued on the Latest Balance Sheet or for which a good faith claim for insurance proceeds is pending, each of the tractors and trailers owned or leased by the Company (i) is roadworthy and adequate for use in the ordinary course of business subject to ordinary wear and tear (ii) has been adequately maintained in substantial conformity with applicable warranty requirements and in the ordinary course of business consistent with past practice, (iii) meets, in all material respects, all applicable operating condition requirements of the DOT and FMCSA.
