EX-10.2 3 exhibit102.htm EXHIBIT 10.2 (PURCHASE AGREEMENT DATED APRIL 1, 2019)

Exhibit 10.2



PURCHASE AGREEMENT
by and among
A&S SERVICES GROUP, LLC
A&S REAL ESTATE HOLDINGS, LLC
HUNT VALLEY EQUIPMENT CO., LLC
BUCKLER LOGISTICS, INC.
BUCKLER TRANSPORT, INC.
J. DAVID BUCKLER, INC.
BUCKLER DISTRIBUTION CENTER, L.P.

as the Companies,
CELADON TRUCKING SERVICES, INC.
as Seller,
CELADON GROUP, INC.
as Parent,
and
MF HOLDINGS, INC.
as Buyer
Dated as of April 1, 2019

TABLE OF CONTENTS

ARTICLE 1 PURCHASE AND SALE
1
     
1.01
Purchase and Sale of the Equity Interests
1
1.02
Calculation of Estimated and Final Aggregate Closing Consideration
2
1.03
The Closing
5
1.04
Closing Deliveries by the Companies and Seller
5
1.05
Closing Deliveries by Buyer
7
     
ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF SELLER
8
     
2.01
Organization; Power and Authority
2.02
Enforceability
2.03
Authorization; No Conflicts; Litigation
2.04
Title; Capitalization
2.05
Brokerage and Expenses
10 
2.06
Indebtedness
10 
2.07
Subsidiaries
10 
2.08
Financial Statements; Undisclosed Liabilities
10 
2.09
Accounts Receivable
12 
2.10
Absence of Certain Developments
12 
2.11
Real Properties
14
2.12
Taxes
16 
2.13
Contracts and Commitments
18 
2.14
Intellectual Property
22 
2.15
Litigation
24 
2.16
Employee Benefit Plans
24 
2.17
Insurance
27 
2.18
Compliance with Laws
27 
2.19
Environmental Matters
28 
2.20
Affiliated Transactions
29 
2.21
Sufficiency, Title, and Condition of Assets
29 
2.22
Labor and Employment Matters
30 
2.23
Owner-Operators
32 
2.24
Permits; Safety
33 
2.25
Bank Accounts; Powers of Attorney; Investments; Derivatives
34 
2.26
Loans to Officers, Managers, Partners, and Directors
34 
2.27
Bribery of Public Officials and Witnesses; Foreign Corrupt Practices Act
34 
2.28
Customers
35 
2.29
Disclosure
35 
     
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF BUYER
35 
     
3.01
Good Standing
35 
3.02
Power and Authority; Authorization
35 
3.03
Enforceability
36 
3.04
No Conflicts
36 
3.05
Litigation
36 
3.06
Brokerage
36 
3.07
Investment Representation
36 
 
i

 
ARTICLE 4 ADDITIONAL AGREEMENTS
37
     
4.01
Tax Matters
37 
4.02
Further Assurances
40 
4.03
Release
40 
4.04
Restrictive Covenants
42 
4.05
Non-Use of Certain Names
43 
4.06
R&W Policy
44 
4.07
Access to Books and Records
44 
4.08
Risk Retention Group
44 
     
ARTICLE 5 Indemnification
45 
     
5.01
Survival
45 
5.02
Indemnification
45 
5.03
Escrow
47 
5.04
Expiration of Claims
48 
5.05
Procedures Relating to Indemnification
48 
5.06
Determination of Loss Amount
50 
5.07
Resolution of Objections to Claims
50 
5.08
Sole and Exclusive Remedy
51 
     
ARTICLE 6 DEFINITIONS
51 
     
6.01
Definitions
51 
6.02
Other Definitional Matters
63 
     
ARTICLE 7 MISCELLANEOUS
63 
     
7.01
Press Releases and Announcements
63 
7.02
Expenses
64 
7.03
Notices
64 
7.04
Assignment
65 
7.05
Severability
65 
7.06
Construction and Disclosure
65 
7.07
Captions
66 
7.08
Amendment and Waiver
66 
7.09
Complete Agreement
66 
7.10
Counterparts
66 
7.11
Governing Law
66 
7.12
JURISDICTION; VENUE; SERVICE OF PROCESS
66 
7.13
WAIVER OF JURY TRIAL
67 
7.14
No Third Party Beneficiaries
67 
7.15
Payments Under Agreement
67 
7.16
Electronic Delivery
67 
ii


Exhibits
Exhibit A          –           Transferred Equipment and Assets
Exhibit B          –           Form of Escrow Agreement
Exhibit C          –           Form of New Lease
Exhibit D          –           Form of Transition Services Agreement
Exhibit E          –           Disregarded Entity Allocation
Exhibit F          –           Form of Rolling Stock Lease
iii


Schedule
 
Description
     
1.04(f)
 
Payoff Letters
1.04(g)
 
Resignation Letters
1.04(m)
 
Amended, Assigned, Released, and Terminated Contracts
2.01(b)
 
Due Authority
2.03(b)
 
Noncontravention
2.04(a)
 
Title to Shares
2.04(b)
 
Capitalization
2.05
 
Brokerage and Expenses
2.06
 
Indebtedness
2.07
 
Subsidiaries
2.08(a)(i)
 
Financial Statements
2.08(a)(ii)
Carve Out Financial Statements
2.08(a)(iii)
Exceptions GAAP
2.08(a)(iv)
Carve Out Adjustments to the Financial Statements (Carve-Out Statements)
2.08(b)
 
Exceptions Financial Statements
2.09
 
Accounts Receivable
2.10
 
Absence of Certain Developments
2.11(a)
 
Owned Real Property
2.11(b)
 
Leased Real Property
2.11(c)
 
Exceptions Owned Real Property and Leased Real Property
2.11(d)
 
Related-Party Real Property
2.11(e)
 
Retained Real Property
2.12(a)
 
Taxes
2.12(b)
 
Exceptions Taxes
2.13(a)
 
Contracts and Commitments
2.13(c)
 
Carrier Selection Guidelines
2.13(d)
 
Broker and Freight Forwarder Authority
2.13(f)
 
Service Warranties
2.14(a)
 
Registered Intellectual Property
2.14(b)
 
Intellectual Property Agreements
2.14(c)
 
Exceptions Intellectual Property
2.14(d)
 
Exceptions Rights to Intellectual Property
2.14(g)
 
Exceptions Software
2.14(h)
 
Exceptions Technology
2.15(a)
 
Pending/Threatened Litigation
2.15(c)
 
Judgments and Settlements
2.16(a)
 
Employee Benefit Plans
2.16(d)
 
Exceptions Employee Benefit Plans and Benefit Programs or Agreements
2.16(e)
 
Contributions
2.16(g)
 
Restrictions Employee Benefit Plans and Benefit Programs or Agreements
2.17
 
Insurance
2.18
 
Compliance with Laws
2.19
 
Environmental Matters
2.20
 
Affiliated Transactions
2.21(b)
 
Liens and Damage to Rolling Stock
2.21(c)
 
Lack of Possession or Control, Damage to, or Non-Conformance of Rolling Stock
2.21(d)
 
List of Rolling Stock
2.22(a)
 
Exceptions Labor and Employment Matters
2.22(b)
 
Exceptions Business Employee Matters
 
iv

 
2.22(c)
 
Non-native Employees
2.23(a)
 
Exceptions Owner-Operators
2.23(d)
 
Owner-Operator Escrowed Funds
2.24
 
Permits
2.25
 
Bank Accounts
2.26
 
Loans to Officers and Directors
3.04
 
Buyer No Conflicts
4.08
 
TIS Claims
5.02(a)(v)
 
Matters Subject to Indemnification
6.01(qq)
 
Excluded Assets
6.01(yyy)
 
Net Working Capital and Net Debt Formula
v

PURCHASE AGREEMENT
This Purchase Agreement (this “Agreement”) is executed and delivered as of April 1, 2019, by and among (i) MF Holdings, Inc., a Maine corporation (“Buyer”); (ii) A&S Services Group, LLC, a Delaware limited liability company (“A&S Services”), A&S Real Estate Holdings, LLC, a Pennsylvania limited liability company (“A&S Real Estate Holdings”), Hunt Valley Equipment Co., LLC, a Delaware limited liability company (“Hunt Valley”), Buckler Logistics, Inc., a Pennsylvania corporation (“Buckler Logistics), Buckler Transport, Inc., a Pennsylvania corporation (“Buckler Transport”), J. David Buckler, Inc., a Pennsylvania corporation (“J. David Buckler”), Buckler Distribution Center, L.P., a Pennsylvania limited partnership (“Buckler Distribution,” and with A&S Services, A&S Real Estate Holdings, Hunt Valley, Buckler Logistics, Buckler Transport, and J. David Buckler, each, a “Company” and collectively, the “Companies”); (iii) Celadon Trucking Services, Inc., a New Jersey corporation (“Seller”), and (iv) Celadon Group, Inc., a Delaware corporation (“Parent”).  Capitalized terms used herein have the meanings set forth in Article 6 below or elsewhere in this Agreement.
WHEREAS, Seller owns 100% of all of the Companies’ outstanding equity interests (except only for the general partner interest in Buckler Distribution, which is owned by another of the Companies (the “Buckler GP Interest”));
WHEREAS, Parent owns 100% of the outstanding equity interests in Seller;
WHEREAS, subject to the terms and conditions in this Agreement, Buyer desires to purchase from Seller, and Seller desires to sell, assign, transfer and convey to Buyer, all of the Companies’ outstanding equity interests other than the Buckler GP Interest (the “Equity Interests”) on the date hereof for the consideration described herein; and
WHEREAS, at or prior to the Closing, Seller has assigned or contributed to a Company, as applicable, all of Seller’s right, title, and interest in and to the equipment leases and underlying equipment and warehousing assets set forth on Exhibit A hereto (the “Transferred Equipment and Assets”).
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE 1
PURCHASE AND SALE
1.01          Purchase and Sale of the Equity Interests.
(a)          Subject to the terms and conditions in this Agreement, Buyer shall purchase and acquire from Seller for the Aggregate Consideration, and Seller shall sell, assign, transfer and convey to Buyer, all of the Equity Interests, free and clear of all Liens other than transfer restrictions arising under federal and state securities laws and Liens created by, or otherwise arising as a result of any action of, Buyer.
(b)          In furtherance of the purchase and sale of the Equity Interests, at the Closing:

(i)
          Buyer will:
(A)      make payment to Seller of an aggregate amount equal to the Estimated Aggregate Closing Consideration, as provided by Seller in accordance with Section 1.02(b), by wire transfer of immediately available funds to the accounts specified by Seller in writing prior to the Closing;
(B)      deposit $1,395,000 (the “Indemnity Escrow Amount”) by wire transfer of immediately available funds into an escrow account (the “Indemnity Escrow Account”) established pursuant to the escrow agreement attached hereto as Exhibit B (the “Escrow Agreement”) among Buyer, Seller, and the Escrow Agent;
(C)      deposit $1,070,000 (the “Net Working Capital Escrow Amount”) by wire transfer of immediately available funds into an escrow account (the “Net Working Capital Escrow Account”) established pursuant to the Escrow Agreement to be used, held, and disbursed solely pursuant to Section 1.02(h); and
(D)      pay, on behalf of the Companies, the Indebtedness, as reported by Seller in accordance with Section 1.02(b), by wire transfer of immediately available funds to the accounts designated by the holders of such Indebtedness in their respective Payoff Letters; provided, however, that all Transaction Expenses described in clauses (ii), (iii) and (iv) of the definition of such term shall be paid at the time provided in the Plan, Benefit Program or Agreement, or other agreement or arrangement establishing such Transaction Expenses.
(ii)
       Seller will deliver, or cause to be delivered, to Buyer all of the Equity Interests.
1.02       Calculation of Estimated and Final Aggregate Closing Consideration.
(a)          For purposes of this Agreement, the “Aggregate Closing Consideration” means an amount equal to the result of:  (i) $139,500,000 (the “Purchase Price”), minus (ii) the Indemnity Escrow Amount, minus (iii) the Net Working Capital Escrow Amount, minus (iv) the actual amount of Indebtedness as of 11:59 p.m. Eastern time on the day prior to the Closing Date, plus (v) the amount, if any, by which actual Net Working Capital as of 11:59 p.m. Eastern time on the day prior to the Closing Date exceeds the Net Working Capital Surplus Threshold, or minus (vi) the amount, if any, by which actual Net Working Capital as of 11:59 p.m. Eastern time on the day prior to the Closing Date is less than the Net Working Capital Deficit Threshold, minus (vii) $1,053,000, minus (viii) $300,000, plus (ix) the actual amount of any Cash on Hand as of 11:59 p.m. Eastern time on the day prior to the Closing Date.  Notwithstanding the foregoing or anything in this Agreement to the contrary, when calculating the Aggregate Closing Consideration or the Aggregate Consideration, any Transaction Expenses shall be included in the outstanding amount of Indebtedness and not as current liabilities in Net Working Capital.
(b)          Five (5) Business Days prior to Closing, Seller delivered to Buyer in writing Seller’s estimate of the Aggregate Closing Consideration, which estimate Seller acknowledges was prepared by Seller in good faith based upon the books and records of Seller and the Companies (such amount, the “Estimated Aggregate Closing Consideration”), and shall include an estimate of:  (i) the total amount of each component item of Indebtedness (including each component item of Transaction Expenses) and total Indebtedness as of 11:59 p.m. Eastern time on the day prior to the Closing Date (together with the name of and wire transfer instructions for each payee thereof), (ii) the amount of estimated Net Working Capital as of 11:59 p.m. Eastern time on the day prior to the Closing Date, and (iii) the total estimated amount of Cash on Hand as of 11:59 p.m. Eastern time on the day prior to the Closing Date.
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(c)          Within 90 days after the Closing Date, Buyer shall deliver to Seller a statement setting forth Buyer’s proposed calculation of the actual Aggregate Closing Consideration with a comparison to the Estimated Aggregate Closing Consideration, including Buyer’s calculation of each of the components thereof in sufficient detail to identify each item of difference between the Estimated Aggregate Closing Consideration and the Aggregate Closing Consideration, including details regarding each component item of Indebtedness (the “Closing Statement”).
(d)          Following receipt by Seller of Buyer’s proposed Closing Statement and until the Aggregate Closing Consideration is finally determined pursuant to this Section 1.02, Seller shall be permitted, upon reasonable advance written notice and during normal business hours, to review the Companies’ books and records and working papers related to Buyer’s draft of the proposed Closing Statement and determination of the Aggregate Closing Consideration, and Buyer shall provide Seller with reasonable access to the Companies’ senior management and books and records, to the extent reasonably necessary for such review.  The proposed Closing Statement delivered by Buyer shall become final and binding on the parties 30 days following Buyer’s delivery thereof to Seller unless Seller delivers written notice of its disagreement (“Notice of Disagreement”) to Buyer on or prior to such date.  Any Notice of Disagreement must identify with specificity each item in the proposed Closing Statement that Seller disagrees with and, for each disputed item, contain a statement describing in reasonable detail the basis of such objection and the amount in dispute.  If Seller delivers a timely Notice of Disagreement, then the Closing Statement shall become final and binding on the parties to this Agreement on the earlier of (i) the date Buyer and Seller resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement, and (ii) the date all matters in dispute are finally resolved in writing by the Independent Accountants.
(e)          During the 30 days following delivery of a Notice of Disagreement, Buyer and Seller shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement.  At the end of such 30-day period, Buyer and Seller shall submit such dispute to the Independent Accountants for resolution of all matters which remain in dispute which were included in the Notice of Disagreement (and shall take all actions reasonably requested by the Independent Accountants in connection with such resolution, including submitting written claims to the Independent Accountants if so requested), and the Independent Accountants, acting as experts and not as arbitrators, shall make a final determination of the Aggregate Closing Consideration in accordance with the terms of this Agreement (with it being understood that Buyer and Seller will request that the Independent Accountants deliver to Buyer and Seller its resolution in writing not more than 30 days after its engagement).  The Independent Accountants shall make a determination only with respect to the matters still in dispute and, with respect to each such matter, their determination shall be within the range of the dispute between Buyer and Seller.  The Independent Accountants’ determination shall be based solely on written materials submitted by Buyer and Seller (i.e., not on independent review) and on the definitions of “Aggregate Closing Consideration,” “Indebtedness,” “Cash on Hand,” “Net Working Capital,” and “Transaction Expenses” (and related definitions) included herein and the provisions of this Agreement.
3

(f)          The costs and expenses of the Independent Accountants shall be allocated between Buyer and Seller based upon the percentage of the portion of the contested amount not awarded to Buyer or Seller as compared to the amount actually contested by such party.  For example, if Seller claims the Aggregate Closing Consideration is $1,000 greater than the amount claimed by Buyer, and Buyer contests only $500 of the amount claimed by Seller, and if the Independent Accountants ultimately resolve the dispute by awarding Seller $300 of the $500 contested, then the costs and expenses of the Independent Accountants will be allocated 60% (i.e., 300 ÷ 500) to Buyer and 40% (i.e., 200 ÷ 500) to Seller.
(g)          If the Aggregate Closing Consideration as finally determined pursuant to this Section 1.02 (the “Final Aggregate Closing Consideration”) is greater than the Estimated Aggregate Closing Consideration (the amount of such difference being the “Underpayment”), then, within three Business Days after the date on which the Final Aggregate Closing Consideration is determined, (i) Buyer shall pay to Seller, or cause the Companies to pay to Seller, by wire transfer of immediately available funds to the account specified in writing by Seller, an aggregate amount equal to the Underpayment, and (ii) Buyer and Seller shall submit joint written instructions to the Escrow Agent to cause the Escrow Agent to disburse, by wire transfer of immediately available funds, the Net Working Capital Escrow Amount to Seller.
(h)          If the Final Aggregate Closing Consideration is less than the Estimated Aggregate Closing Consideration (the amount of such difference being the “Overpayment”), then, within three Business Days after the date on which the Final Aggregate Closing Consideration is determined, Buyer and Seller shall submit joint written instructions to the Escrow Agent to cause the Escrow Agent to disburse, by wire transfer of immediately available funds from the Net Working Capital Escrow Account, as follows: (i) if the Overpayment equals or exceeds the Net Working Capital Escrow Amount, (x) the Escrow Agent shall disburse the Net Working Capital Escrow Amount to Buyer from the Net Working Capital Account, and (y) if applicable, Seller shall pay to Buyer, by wire transfer of immediately available funds, an amount equal to the excess of the Overpayment above the Net Working Capital Escrow Amount, and (ii) if the Overpayment is less than the Net Working Capital Escrow Amount, the Escrow Agent shall disburse (x) to Buyer, the amount of such Overpayment from the Net Working Capital Account and (y) immediately following disbursement of the amounts in the preceding clause (ii)(x), the balance of the Net Working Capital Escrow Account to Seller. All payments made from the Net Working Capital Escrow Account shall be treated by the parties as an adjustment to the proceeds received by Seller pursuant to Article 1 hereof.
(i)          All payments required pursuant to Sections 1.02(g) and 1.02(h) shall be deemed to be adjustments for Tax purposes to the aggregate purchase price paid by Buyer for the Equity Interests.
(j)          The provisions of this Section 1.02 shall apply in such a manner so as not to give the components and calculations duplicative effect to any item of adjustment and no amount shall be (or is intended to be) included in whole or in part (either as an increase or reduction) more than once in calculation of (including any component of) Aggregate Closing Consideration or any other calculated amount pursuant to this Agreement if the effect of such additional inclusion (either as an increase or reduction) would be to cause such amount to be overstated or understated for purposes of such calculation.
4

1.03        The Closing.  The closing of the purchase and sale of the Equity Interests (the “Closing”) shall occur by remote electronic and/or telephonic exchange and release of documents by the parties hereto, contemporaneously with the execution and delivery of this Agreement.  The date on which the Closing occurs is referred to herein as the “Closing Date.”  The Closing shall be effective as of 12:01 a.m. Eastern time on the Closing Date.
1.04        Closing Deliveries by the Companies and Seller.  Seller is delivering, or is causing the Companies to deliver, as the case may be, to Buyer the following documents, each of which shall be in form and substance satisfactory to Buyer, the delivery of which is a condition to the obligation of Buyer to consummate the Closing:
(a)          (i) A copy of the certificate of formation, articles of incorporation, or equivalent governing documents of the Companies and each of their Subsidiaries, certified by the Secretary of State of each entity’s respective state of incorporation or organization and dated not earlier than 10 days prior to the Closing Date; and (ii) a certificate of good standing of the each of the Companies and any of their Subsidiaries from the Secretary of State of (a) each entity’s respective state of incorporation or organization and (b) any other jurisdiction where each such entity is qualified to do business, in each case, dated not earlier than 10 days prior to the Closing Date;
(b)          A certificate of the secretary or assistant secretary of Seller, Parent, and each of the Companies certifying as to the following: (i) a copy of the operating agreement, bylaws, partnership agreement, or other applicable governing documents, of such entity and, for the Companies, each of such Company’s Subsidiaries, (ii) a copy of the resolutions of such entity’s members, managers, board of managers, directors, board of directors, stockholders, general partners, limited partners, or other applicable governing body, approving and authorizing the execution, delivery and performance of this Agreement and all other Transaction Documents to which such entity is a party and the consummation of the Transactions, (iii) that no action has been taken or is pending to dissolve such entity or, for the Companies, any of such Company’s Subsidiaries, and (iv) the incumbency and signatures of such entity’s (and, for the Companies, such Company’s Subsidiaries’, as applicable) officers who are authorized to execute and deliver the Transaction Documents to which such entities are a party;
(c)          Copies of all notice filings given to, and consents and approvals of, third parties and Governmental Authorities listed on Schedule 2.03(b);
(d)          All certificates, if any, representing the Equity Interests, free and clear of all Liens other than transfer restrictions arising under federal or state securities laws, accompanied by a duly executed assignment;
(e)          The Escrow Agreement, duly executed by the Escrow Agent and Seller;
5

(f)          Payoff letters from the lenders, service providers, or other entities set forth on Schedule 1.04(f) indicating that, upon payment of the amount specified in such letters (which in the aggregate shall cover all Indebtedness except for Transaction Expenses that are not to be paid at the Closing as provided in the proviso contained in Section 1.01(b)(i)(D)), (i) all Liens against the Equity Interests and the assets or property of the Companies and their Subsidiaries held by such Persons shall be released in full (and authorizing the Companies or their designee to file all termination statements with respect to such Liens), and (ii) all obligations of the Companies or any of their Subsidiaries (other than contractual contingent indemnity obligations in Contracts previously disclosed to Buyer) to such Persons (including any guarantees of obligations of any member of the Seller Group) shall be satisfied and fully released (collectively, the “Payoff Letters”);
(g)          Duly executed resignations, effective as of the Closing, of any directors, managers, and officers (or similar persons) of the Companies and their Subsidiaries, as applicable, set forth on Schedule 1.04(g);
(h)          A certificate of non-foreign status executed by Seller in the form prescribed by Treasury Regulation §1.1445-2(b)(2);
(i)           A lease and/or sublease agreement in the applicable form attached hereto as Exhibit C, duly executed by the required parties, with respect to certain office and parking space (the “New Leases”);
(j)          With respect to each tract or parcel of Retained Real Property as set forth on Schedule 2.11(e), (i) an assignment of the existing Real Property Leases constituting Retained Real Property to a member of the Seller Group as identified by Seller, in form and substance reasonably acceptable to Buyer and Seller, duly executed by the applicable lessor, the applicable Companies or Subsidiaries thereof, and member of the Seller Group identified by Seller, or (ii) a quitclaim deed(s) conveying the Companies’ and/or any of their Subsidiaries’ right, title, and interest in the Owned Real Property constituting Retained Real Property to a member of the Seller Group as identified by Seller, in form and substance reasonably acceptable to Seller; provided that such documentation shall contain a release, reasonably acceptable to Buyer, of the Companies and their Subsidiaries from the lessor or transferee, as applicable;
(k)          With respect to the Transferred Equipment and Assets, a Bill of Sale, Assignment and Assumption, and/or any other documentation reasonably satisfactory to Buyer sufficient to convey Seller’s right, title, and interest to the Transferred Equipment and Assets to the Companies or their Subsidiaries, as applicable;
(l)            A transition services agreement substantially in the form of Exhibit D (the “Transition Services Agreement”), duly executed by Seller and Parent;
(m)          Evidence of termination, assignment, release, or amendment of the Contracts specified on Schedule 1.04(m);
(n)           Seller’s calculation of the Estimated Aggregate Closing Consideration pursuant to Section 1.02(b);
(o)           With respect to the Excluded Assets and Retained Real Property, such Bills of Sale, Assignments, Assumptions, and/or any other documentation reasonably satisfactory to Buyer sufficient to convey the Companies’ or their Subsidiaries’, as applicable, right, title, and interest to the Excluded Assets and Retained Real Property to members of the Seller Group;
6

(p)          To the extent not located on the premises of the Companies or their Subsidiaries as of the Closing Date, all corporate minute books, stock certificate books, stock registers, and other similar corporate records of the Companies and their Subsidiaries;
(q)          A lease agreement substantially in the form of Exhibit F (the “Rolling Stock Lease”), duly executed by Seller; and
(r)          Such other agreements, documents, instruments and writing as are required to be delivered by Seller, the Companies, or their Subsidiaries on or prior to the Closing Date pursuant to this Agreement or as may be reasonably requested by Buyer or its counsel to carry out the intent and purposes of this Agreement.
1.05       Closing Deliveries by Buyer.  At Closing, in addition to the payments and deliveries by Buyer at the Closing described in Section 1.01 of this Agreement, Buyer is delivering the following documents at the Closing, each of which shall be in form and substance satisfactory to Seller, the delivery of which is a condition to the obligation of Seller to consummate the Closing:
(a)          A certificate of good standing of Buyer from the Secretary of State its State of incorporation dated not earlier than 10 days prior to the Closing Date;
(b)          A certificate of the secretary or assistant secretary of Buyer, certifying as to (i) the due approval by Buyer of the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the consummation of the Transactions, and that such approval has not been withdrawn, and (ii) incumbency and signatures of each of Buyer’s officers who is authorized to execute and deliver this Agreement and such other Transaction Documents;
(c)          The Escrow Agreement, duly executed by Buyer;
(d)          The Transition Services Agreement, duly executed by Buyer;
(e)          The Rolling Stock Lease, duly executed by Buyer;
(f)           The New Leases, each duly executed by a Company; and
(g)          Such other agreements, documents, instruments and writing as are required to be delivered by Buyer on or prior to the Closing Date pursuant to this Agreement or as may be reasonably requested by Seller or its counsel to carry out the intent and purposes of this Agreement.
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ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller and Parent, jointly and severally, represent and warrant to Buyer as follows as of the date hereof, but expressly excluding the Excluded Assets from any of such representations and warranties, except for the references to Excluded Assets in Sections 2.08(a), 2.10(a), and 2.21(a):
2.01     Organization; Power and Authority.
(a)          Seller and Parent have all requisite corporate power and authority to execute and deliver the Transaction Documents to which they are a party and to perform their obligations thereunder.  The execution, delivery and performance of the Transaction Documents to which Seller and Parent are a party by Seller and Parent, and the consummation of the Transactions by Seller and Parent, have been duly authorized by all requisite action on the part of Seller and Parent.
(b)          The Companies are entities, validly existing and in good standing under the laws of the state of their respective jurisdictions.  The Companies are qualified or licensed to transact business as each of their respective entity types and are in good standing in each of those jurisdictions set forth on Schedule 2.01(b), which constitute all of the jurisdictions in which the ownership or leasing of their assets or property or the conduct of business as presently conducted requires them to qualify, except where the failure to be so qualified, individually or in the aggregate, reasonably would not be expected to result in a Material Adverse Effect to the Companies and their Subsidiaries, taken as a whole.  The Companies have all requisite organizational power and authority to execute and deliver this Agreement the other Transaction Documents to which they are a party and to perform their obligations thereunder and to own and operate their properties and to carry on their businesses as presently conducted.
2.02       Enforceability.
(a)          This Agreement has been duly executed and delivered by Seller and Parent, and assuming that this Agreement is the valid and binding agreement of Buyer and each other party hereto, this Agreement constitutes the valid and binding obligation of Seller and Parent, enforceable against Seller and Parent in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar Legal Requirements affecting creditors’ rights and general principles of equity affecting the availability of equitable remedies.  Each other Transaction Document to which Seller and Parent are a party has been duly executed and delivered by Seller and Parent, and assuming that such other Transaction Documents are valid and binding obligations of the other parties thereto, each such Transaction Document to which they are a party constitutes a valid and binding obligation of Seller and Parent, enforceable against Seller and Parent in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar Legal Requirements affecting creditors’ rights and general principles of equity affecting the availability of equitable remedies.
(b)          This Agreement and other Transaction Documents to which the Companies are a party have been duly executed and delivered by the Companies, and, assuming that this Agreement and such other Transaction Documents are valid and binding obligations of the other parties hereto and thereto, constitute the valid and binding obligations of the Companies, enforceable against the Companies in accordance with their terms, except as enforceability hereof or thereof may be limited by bankruptcy laws, other similar Legal Requirements affecting creditors’ rights and general principles of equity affecting the availability of equitable remedies.
2.03        Authorization; No Conflicts; Litigation.
(a)          The execution, delivery and performance of this Agreement and each other Transaction Document to which any of the Companies, Seller, or Parent is a party and the consummation of the Transactions have been duly and validly authorized by all requisite action on the part of the Companies, Seller, or Parent, and no other proceedings on the Seller Group’s part are necessary to authorize the execution, delivery or performance of this Agreement or the other Transaction Documents to which any of such Persons is a party.
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(b)          Except as set forth on Schedule 2.03(b), the execution, delivery and performance by the Companies, Seller, or Parent of this Agreement and each other Transaction Document to which any of such Persons is a party and the consummation of the Transactions do not conflict with or result in any breach of, constitute a default under, result in a violation of, result in the creation of any Lien upon the Equity Interests (or other applicable equity interest of any of the Companies’ Subsidiaries) or any material assets of Seller, the Companies, or any of their Subsidiaries under, trigger any penalty, right or change in control payment under, or require any authorization, consent, approval, filing, exemption or other action by or notice (i) to any Governmental Authority or other third party, (ii) under the provisions of the Companies’ or any of the Seller Group’s charters (or equivalent governing documents), (iii) under any Contract to which the Companies or their Subsidiaries are a party, or (iv) in respect of any material Legal Requirement to which Parent, Seller, the Companies, or any of their Subsidiaries, or their respective assets, is subject.
2.04       Title; Capitalization.
(a)          Seller is the record and beneficial owner of the Equity Interests, free and clear of any Liens (other than transfer restrictions under applicable federal and state securities laws.  Except as set forth on Schedule 2.04(a), Seller is not a party to any Option, voting agreement, voting trust, proxy, or other Contract (other than this Agreement) with respect to any Equity Interests or other ownership interest or other security of the Companies.  Except for the Equity Interests owned by Seller, Seller does not own any equity interest or other security of the Companies or any of their Subsidiaries or any Options. At the Closing, Seller is transferring to Buyer, and Buyer is acquiring from Seller, good title to the Equity Interests free and clear of all Liens, other than Liens arising under federal and state securities laws and Liens created by, or otherwise arising as a result of any action of, Buyer.
(b)          The authorized and issued capital stock, membership interests, or partnership interests, as applicable, of the Companies and their Subsidiaries are set forth on Schedule 2.04(b). Seller owns 100% of the issued capital stock, membership interests, or partnership interests, as applicable, of each of the Companies (other than the Buckler GP Interest, which is owned by one of the Companies), and the Companies own 100% of the issued capital stock, membership interests, or partnership interests, as applicable, of each of the Subsidiaries.  There are no outstanding options, warrants, convertible securities or other rights to subscribe for or acquire any capital stock or other ownership interests or securities, or securities convertible into or exchangeable for capital stock, membership interests, partnership interests, or other ownership interests, of the Companies or their Subsidiaries.  All such capital stock, membership interests, or partnership interests set forth on Schedule 2.04(b) have been issued in compliance with applicable federal and state securities Legal Requirements and all pre-emptive rights applicable thereto, whether by Legal Requirement or Contract.  All of the outstanding equity securities of the Companies and their Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are free and clear of all Liens.
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2.05          Brokerage and Expenses.  Except as set forth on Schedule 2.05, there are no claims for brokerage commissions, finders’ fees or similar compensation in connection with the Transactions based on any arrangement or Contract made by or on behalf of Seller, the Companies, or any of the Companies’ Subsidiaries.  Except as set forth on Schedule 2.05, neither the Companies nor any of their Subsidiaries has any further obligations as of the Closing Date under any of the arrangements or Contracts disclosed on Schedule 2.05.
2.06          IndebtednessSchedule 2.06 sets forth all Indebtedness of the Companies as of the Closing Date.
2.07          Subsidiaries.  Except as set forth on Schedule 2.07, none of the Companies, directly or indirectly, owns or holds the right or has an obligation to acquire any stock, partnership interest, joint venture interest or other equity ownership interest in any other Person.  Each Subsidiary of the Companies is validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite limited partnership, corporate, limited liability company or similar power and authority to own its properties and to carry on its business as presently conducted, and is qualified or licensed to transact business and is in good standing in each of those jurisdictions set forth opposite such Subsidiary’s name on Schedule 2.07, which constitute all of the jurisdictions in which the ownership or leasing of its assets or property or the conduct of its  business as presently conducted requires it to qualify, except where the failure to be so qualified, individually or in the aggregate, would not result in a Material Adverse Effect.  All of the equity interests of each Subsidiary of the Companies are owned by a Company, as described on Schedule 2.07.
2.08          Financial Statements; Undisclosed Liabilities.
(a)          
(i)      Schedule 2.08(a)(i) consists of the following financial statements of the Companies and their Subsidiaries: (A) a consolidated unaudited balance sheet as of January 31, 2019 (the “Latest Historical Balance Sheet”), and the related statements of income for the seven-month period then ended (the “Interim Historical Financial Statements”), (B) consolidated unaudited balance sheets as of June 30, 2018, and July 31, 2017, together with the statements of income for the fiscal years ended June 30, 2018, and June 30, 2017, (the statements described in clauses (A) and (B) of this Section 2.08(a)(i), collectively, the “Historical Financial Statements”).
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(ii)      Schedule 2.08(a)(ii) consists of the following financial statements of the Companies and their Subsidiaries: as adjusted on a carve out basis to eliminate the Excluded Assets and to include the carve out adjustments noted on Schedule 2.08(a)(iv): (A) a consolidated unaudited balance sheet as of January 31, 2019 (the “Latest Balance Sheet”), and the related statements of income for the seven-month period then ended (the “Interim Financial Statements”), (B) consolidated unaudited balance sheets as of June 30, 2018, and July 31, 2017, together with the statements of income for the fiscal years ended June 30, 2018, and June 30, 2017, (the statements described in clauses (A) and (B) of this Section 2.08(a)(ii), collectively, the “Financial Statements”).
(iii)     The Historical Financial Statements present fairly in all material respects the financial position and results of operations of the Companies and their Subsidiaries as of the dates and for the periods specified and have been prepared in accordance with the books and records of the Companies and their Subsidiaries, all in accordance with GAAP, consistently applied for all periods presented, subject however to normal year-end adjustments and intercompany eliminations and the matters set forth on Schedule 2.08(a)(iii).
(iv)     The Financial Statements were prepared to carve out and reflect the business as described in clause (ii) above and being transferred in accordance with this Agreement (the "Business") as of the dates and for the periods presented.  The Financial Statements were prepared from the Historical Financial Statements and reflect the carved out financial position and results of operation of the Business in accordance with GAAP and the books and records of the Companies, the Subsidiaries, and the relevant other members of Parent's consolidated group as they relate to such Business, on a consistent basis for all periods presented, and present fairly, in all material respects, the carved out financial position and results of operations of the Business, as of the times and for the periods referred to therein, subject, however, to normal year-end adjustments and intercompany eliminations, the matters set forth on Schedule 2.08(a)(iii), and the matters relating to the carve out adjustments set forth on Schedule 2.08(a)(iv).
(b)          Except as set forth on Schedule 2.08(b), none of the Companies nor any of their Subsidiaries has any liabilities or obligations other than (i) liabilities or obligations shown on the Latest Balance Sheet, (ii) liabilities incurred in the ordinary course of business consistent with past practice since the date of the Latest Balance Sheet, (iii) liabilities of a type not required to be recorded on a balance sheet prepared in accordance with GAAP, and (iv) liabilities taken into consideration in the calculation of Final Aggregate Closing Consideration.
(c)          The books of account, minute books, stock and equity record books, and other records of the Companies and their Subsidiaries, all of which have been made available to Buyer, are complete and correct and have been maintained in accordance with sound business practices and accurately reflect all of the assets, liabilities, transactions and results of operations of the Companies and their Subsidiaries.  The minute books of the Companies and their Subsidiaries contain accurate and complete records of all meetings held of, and corporate, limited liability, or partnership action taken by, the stockholders, the boards of directors, committees of the boards of directors, managers, members, partners, or general partners of the Companies and their Subsidiaries since January 1, 2016, and no meeting of any such stockholders, board of directors, committees of the boards of directors, managers, members, partners, or general partners since January 1, 2016 has been held for which minutes have not been prepared and are not contained in such minute books.  At the Closing, all of such books and records will be in possession of the Companies and their Subsidiaries.
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2.09         Accounts Receivable.  All accounts receivable of the Companies and their Subsidiaries (“Accounts Receivable”), whether or not reflected on the Latest Balance Sheet, represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business.  None of the Accounts Receivable are subject to any claim of offset, recoupment, set-off, or counter-claim, other than loss claims, nominal cash discounts, and routine billing disputes in the ordinary course of business, none of which are reasonably expected to be material.  Schedule 2.09 sets forth an accurate list of the Accounts Receivable and notes receivable of the Companies and their Subsidiaries, an aging of such Accounts Receivable and notes receivable in the aggregate and by customer, and indicates the amounts of allowances for doubtful accounts.  Each of the Accounts Receivable will be collected in full, without any set-off but net of reserves reflected on the Latest Balance Sheet, within 120 days after the day on which it first becomes due and payable; provided, however, that if any of the Accounts Receivable are not collected within such 120-day period and Buyer has made recovery from the Escrow Account pursuant to Article 5 with respect to such uncollected Accounts Receivable, Buyer may cause the Companies and their Subsidiaries to assign to Seller, or its designee, such uncollected Accounts Receivable and Seller, or its designee, may thereafter pursue the collection of such uncollected Accounts Receivable.
2.10          Absence of Certain Developments.  Since June 30, 2018, there has not occurred any event, occurrence, fact, circumstance or change that has had a Material Adverse Effect with respect to the Companies and their Subsidiaries, taken as a whole. Except as set forth on Schedule 2.10, since June 30, 2018, the Companies and their Subsidiaries have operated their business in the ordinary course of business consistent with past practice in all material respects, and have not:
(a)            except for the transfer of the Retained Real Property and Excluded Assets, sold, leased, assigned or transferred any of their assets, except in the ordinary course of business, or entered into any Contract or letter of intent with respect thereto;
(b)            effected any recapitalization, reclassification, stock or other dividend, stock split or similar occurrence, adjustment, combination, subdivision or like change in its capitalization, or declared, set aside or paid any other distribution of any kind (whether in cash, stock or property) to any stockholder or other equity holder, or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares of capital stock or other equity interests;
(c)             issued (or made commitments to issue) additional securities;
(d)            merged or consolidated with or made any equity investment in, or any loan or advance to, or any acquisition of the securities or assets of, any other Person (other than advancement of reimbursable ordinary and necessary business expenses made to directors, managers, officers, employees, independent contractors, and third-party transportation providers of the Companies or any Subsidiaries thereof in the ordinary course of business);
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(e)            made commitments for capital expenditures in excess of $25,000 in the aggregate other than as set forth in Schedule 2.10(e);
(f)            granted any license or sublicense of, assigned, transferred, abandoned, allowed to lapse or otherwise disposed of any material rights under or with respect to any Intellectual Property other than in the ordinary course of business;
(g)            to Seller’s Knowledge, suffered any event of damage, destruction, casualty loss or claim affecting the assets, properties or business of the Companies or any of their Subsidiaries and exceeding $50,000, individually or $100,000 in the aggregate, in either case, not reserved or covered by insurance;
(h)            failed to maintain their respective material assets (except for Rolling Stock, which is addressed in Section 2.10(i) below) in good condition and repair, normal wear and tear excepted;
(i)            failed to maintain their Rolling Stock consistent with past practices in a condition that is adequate for use in the ordinary course of business in compliance with applicable law;
(j)           made any changes to policies or timing of repairs, maintenance and purchasing and installation of tires, fuel, and other replaceable operating supplies;
(k)          granted any increase other than in the ordinary course of business or decrease in the amount of compensation, benefits, bonus, change in control, retention or severance pay payable or potentially payable to any of its directors, managers, officers, employees, independent contractors or consultants or adopted, materially amended or terminated any Plan or Benefit Program or Agreement, other than any policy, practice, promise, agreement set forth in Schedule 2.10(k);
(l)           involuntarily terminated any employee with an annual salary in excess of $50,000;
(m)         made any payment or commitment to pay any pension, retirement allowance, retiree medical or other employee benefit, any amount relating to unused vacation days or other paid time off, retention, severance or termination pay to any director, officer or employee other than in the ordinary course of business consistent with past practice and which payments or commitments to pay do not exceed $25,000 in the aggregate;
(n)          on any Tax Return, taken any position, made any election or adopted any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods, and, other than in accordance with GAAP, made any material change in accounting, auditing or tax reporting methods, policies or practices;
(o)          increased or established any reserve for taxes or bad accounts or, outside the ordinary course of business, any other liability on its books or otherwise provided therefor;
(p)          made or revoked any election with respect to Taxes of any of the Companies or any of their Subsidiaries or changed its tax year;
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(q)          received a complaint or notice in writing that any event has occurred that calls into question any Permit necessary for the Companies to conduct their business as currently conducted and to own and operate the Companies’ material assets;
(r)          accelerated or changed any of its practices, policies, procedures or timing of the billing of customers or the collection of their accounts receivable, pricing and payment terms, cash collections, cash payments or terms with vendors, the result of which reasonably would be expected to result in a Material Adverse Effect;
(s)          discharged or satisfied any Lien, or subjected the Companies or any of their Subsidiaries or any of their respective assets to any Lien, the result of which reasonably would be expected to result in a Material Adverse Effect; or
(t)          committed (orally or in writing) to do any of the foregoing.
2.11       Real Properties.
(a)          Schedule 2.11(a) contains a complete and accurate list of all Real Property owned by the Companies or any of their Subsidiaries as of the Closing Date (the “Owned Real Property”).
(b)          Schedule 2.11(b) contains a complete and accurate list of all leases, subleases, licenses, occupancy agreements or other, similar agreements, and all modifications, amendments and supplements thereto (collectively, the “Real Property Leases”), under which the Companies or any of their Subsidiaries uses, occupies or operates any real property (the “Leased Real Property”) as of the Closing Date.  The Leased Real Property and Owned Real Property constitute all of the real estate used, occupied or operated by the Companies and their Subsidiaries.  The Companies have made available to Buyer true, correct and complete copies of the Real Property Leases, including all modifications, amendments and supplements thereto.
(c)           Except as set forth on Schedule 2.11(c):
(i)       the Companies or their Subsidiaries, as applicable, have good fee simple interest in the Owned Real Property and valid and binding leasehold interests in the Leased Real Property;
(ii)      the Companies or their Subsidiaries enjoy peaceful and undisturbed possession of the Leased Real Property sufficient for the current operations and use of such Leased Real Property by the Companies or their Subsidiaries;
(iii)     each Real Property Lease is in full force and effect in all material respects;
(iv)     none of the Companies nor any of their Subsidiaries, nor, to Seller’s Knowledge, any other party to the Real Property Leases or any agreement affecting the Owned Real Property, is in material breach or material default under any of the Real Property Leases or any other agreement affecting any of the Owned Real Property, including but not limited to any easements, licenses, permits or approvals associated therewith, nor has any event occurred which, with the passage of time or notice, or both, would constitute a material default thereunder or a violation of the terms (or permit the termination) thereof. None of the Transactions will constitute or create a default, event of default, or right of termination under any of the Real Property Leases or any other agreement affecting any of the Owned Real Property, nor is the consent of the lessor or landlord or any other third party required pursuant to the terms of any of the Real Property Leases or any other agreement affecting any of the Owned Real Property in connection with the Transactions, including but not limited to any assignment of the Real Property Leases required by or resulting from the Transactions;
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(v)       none of the Companies nor any of their Subsidiaries has subleased, and no other Person is in possession of, or has the right of use or occupancy of any portion of, any of the Owned Real Property or the Leased Real Property, nor have any of the Real Property Leases been assigned in whole or in part;
(vi)      no part of any of the Owned Real Property or the Leased Real Property has been condemned or otherwise taken by any Governmental Authority and, to Seller’s Knowledge, no such condemnation or taking is threatened or contemplated;
(vii)      the buildings and structures located on the Owned Real Property and the Leased Real Property and used in the business and operations of the Companies and their Subsidiaries are in good condition and repair (excluding ordinary wear and tear), including but not limited to with respect to all roofs, foundations, and all HVAC, plumbing, electrical, life safety, and other mechanical systems located thereon; are compliance with all applicable law, including but not limited to with respect to all zoning, environmental, building code, and land use requirements and with respect to the requirements of the Americans With Disabilities Act (as amended); and are sufficient in all respects for the continued conduct of the business and operations of the Companies and their Subsidiaries after the Closing in substantially the same manner as conducted prior to the Closing;
(viii)     the buildings and structures located on the Owned Real Property and the Leased Real Property and used in the business and operations of the Companies and their Subsidiaries have access to such sewer, water, gas, electric, telephone and other utilities as are necessary to allow the businesses of the Companies and their Subsidiaries to be operated in the ordinary course of business and as presently conducted; and
(ix)       the Companies and their Subsidiaries have sufficient title to such easements, rights of way and other rights appurtenant to the Owned Real Property and the Leased Real Property as are necessary to permit ingress and egress to and from the Owned Real Property and the Leased Real Property to a public way.
(d)          Schedule 2.11(d) contains a complete and accurate list of all Leased Real Property currently used or occupied by the Companies or their Subsidiaries in the performance of their businesses and operations that is owned by any member of the Seller Group, any Affiliate of the Seller Group, and/or any Affiliate of the Companies, in each case, other than the Companies or their Subsidiaries (“Related-Party Real Property”).
(e)          Schedule 2.11(e) contains a complete and accurate list of all Owned Real Property and Leased Real Property owned or leased (as applicable) by any of the Companies or their Subsidiaries that shall be conveyed, assigned, or otherwise transferred pursuant to Section 1.04(j) of this Agreement to a member of the Seller Group as identified by Seller at Closing, in form and substance acceptable to Seller (“Retained Real Property”).
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2.12          Taxes
(a)          Except as set forth on Schedule 2.12(a): (i)  Seller, the Companies, and Subsidiaries of the Companies, as applicable, have duly and timely filed or caused to be duly and timely filed all U.S. federal and all other material Tax Returns that are required to be filed by or with respect to the Companies and their Subsidiaries (taking into consideration all extended filing deadlines); (ii) all Tax Returns filed by Seller or the Companies and Subsidiaries of the Companies are true, correct and complete; (iii)  Seller or the Companies and Subsidiaries of the Companies have paid, or made provision for the payment of, all Taxes that are or have become due for all periods covered by the Tax Returns or otherwise, or pursuant to any assessment received by the Companies or any of their Subsidiaries, except such Taxes, if any, as are being contested in good faith and as to which adequate reserves (determined in accordance with GAAP) have been provided in the Financial Statements; and (iv) all Taxes that Seller, the Companies, or any Subsidiaries of the Companies are obligated to withhold from amounts owing to any employee, creditor or third party have been paid or properly accrued. Seller is a “United States person” within the meaning of Section 7701(a)(30) of the Code.
(b)           Except as set forth on Schedule 2.12(b):
(i)      there is no dispute or claim concerning any Tax liability of the Companies or any of their Subsidiaries raised by any taxing authority in writing;
(ii)      none of the Companies nor any of their Subsidiaries has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency that is currently in force;
(iii)     none of the Companies nor any of their Subsidiaries has requested or been granted an extension of the time for filing any Tax Return which has not yet been filed;
(iv)     no deficiency or proposed adjustment which has not been finally settled or resolved for any amount of Tax has been proposed, asserted or assessed by any taxing authority in writing against the Companies or any of their Subsidiaries;
(v)     none of the Companies nor any of their Subsidiaries is a party to or bound by any Tax allocation, sharing or indemnity contract or other arrangement (other than customary Tax indemnification provisions in commercial contracts not primarily related to Tax);
(vi)    there is no action, suit, taxing authority proceeding or audit now in progress, pending, or to Seller’s Knowledge, threatened against or with respect to the Companies or any of their Subsidiaries relating to Taxes;
(vii)   no written claim has been made by a taxing authority since January 1, 2015 in a jurisdiction where the Companies or any of their Subsidiaries do not file Tax Returns that the Companies or any of their Subsidiaries is or may be subject to taxation by that jurisdiction;
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(viii)   no power of attorney that is currently in force has been granted with respect to any matter related to Taxes that would reasonably be expected to affect the Companies or any of their Subsidiaries;
(ix)     there are no Liens (other than the Liens for Taxes not yet due and payable) on any of the assets of the Companies or any of their Subsidiaries that arose in connection with any failure (or alleged failure) to pay any Tax;
(x)      none of the property of the Companies or any of their Subsidiaries (other than Buckler Distribution Center, L.P.) is held in an arrangement that is a partnership for U.S. federal Tax purposes;
(xi)     no asset of the Companies or any of their Subsidiaries is a debt obligation that (i) was issued with “original issue discount,” as defined in Section 1273 of the Code; (ii) is an “applicable high yield discount obligation,” as defined in Section 162(i) of the Code; (iii) provides for the payment of interest that is “disqualified interest,” as such term is defined in Section 163(j)(3) of the Code; (iv) constitutes “corporation acquisition indebtedness” within the meaning of Section 279(b) of the Code; or (v) is a “disqualified debt instrument,” as defined in Section 163(b)(2) of the Code;
(xii)   none of the Companies nor any of their Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any:  (i) change in method of accounting for a taxable period ending on or prior to the Closing Date; (ii) “closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign income Tax Legal Requirements) executed on or prior to the Closing Date; (iii) intercompany transaction or any excess loss account described in Treasury Regulations under Code Section 1502 (or any corresponding or similar provision of state, local or foreign income Tax Legal Requirements) entered into or created on or prior to the Closing Date; (iv) installment sale or open transaction disposition made on or prior to the Closing Date; (v) cash method of accounting or long-term contract method of accounting utilized prior to the Closing Date; or (vi) prepaid amount received on or prior to the Closing Date;
(xiii)   none of the Companies nor any of their Subsidiaries has any liability for the Taxes of any Person under Treasury Regulation Section 1.1502-6 (or any corresponding provisions of state, local or foreign Tax Legal Requirements), or as a transferee or successor, or by contract or otherwise other than the members of the consolidated group of companies to which the Companies and their Subsidiaries belong, and other than the consolidated group of companies to which the Companies and their Subsidiaries belong, in the past four years, the Companies and their Subsidiaries have not been members of an affiliated, consolidated, combined or unitary group filing for federal or state income Tax purposes;
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(xiv)    none of the Companies nor any of their Subsidiaries has (i) participated (within the meaning of Treasury Regulations § 1.6011-4(c)(3)) in any “reportable transaction” within the meaning of Treasury Regulations § 1.6011‑4(b) (and all predecessor regulations); (ii) claimed any deduction, credit, or other tax benefit by reason of any “tax shelter” within the meaning of former Section 6111(c) of the Code and the Treasury Regulations thereunder or any “confidential corporate tax shelter” within the meaning of former Section 6111(d) of the Code and the Treasury Regulations thereunder; or (iii) purchased or otherwise acquired an interest in any “potentially abusive tax shelter” within the meaning of Treasury Regulation § 301.6112‑1.  The Companies and their Subsidiaries have disclosed on their Tax Returns all positions taken therein that would reasonably be expected to give rise to a substantial understatement of Tax within the meaning of Section 6662 of the Code (or any similar applicable provision of state, local or foreign law);
(xv)     none of the Companies nor any of their Subsidiaries have made any payments, are obligated to make any payments, or are a party to any plan or agreement that under certain circumstances could obligate it to make any payments in connection with the Transactions that would not be deductible under Section 280G (determined without regard to the exceptions contained in Sections 280G(b)(4) and 280G(b)(5)) or 404 of the Code;
(xvi)     there is no Contract, plan or other arrangement to which the Companies or any of their Subsidiaries is a party to or bound by which provides for any “gross up” or similar payment relating to Taxes under Section 4999 or 409A of the Code;
(xvii)    none of the Companies nor their Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code in the two (2) years prior to the date of this Agreement or in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the transactions contemplated by this Agreement; and
(xviii)    since October 27, 2014, A&S Services, its Subsidiary, A&S Kinard Logistics, LLC, A&S Real Estate Holdings, and Hunt Valley (collectively, the “Disregarded Entities”) have been treated as “disregarded entities” (as described in Treasury Regulation Section 301.7701-2(c)(2)) for federal Tax purposes.
2.13        Contracts and Commitments.
(a)           Except as set forth on Schedule 2.13(a) or Schedule 2.16(a), none of the Companies nor any of their Subsidiaries is party, or subject, to any of the following Contracts (each a “Material Contract”):
(i)        any Contract relating to any completed or pending business acquisition or divestiture since January 1, 2012;
(ii)      any bonus, severance, retention, change of control, pension, profit sharing, retirement or other form of deferred compensation plan involving unpaid amounts in excess of $25,000 in the aggregate;
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(iii)      any Contract for the sale of Rolling Stock in excess of $250,000 or any other capital assets in excess of $100,000;
(iv)      any Contract for purchase of Rolling Stock in excess of $250,000 or other capital expenditures in excess of $100,000;
(v)       any Contract with an owner operator or with respect to any employee or driver leasing arrangement involving the financing of Rolling Stock for such person;
(vi)      any stock option or similar plan;
(vii)     any Contract (A) for the employment of any officer, individual employee or other person, (B) providing for the payment of any cash or other compensation or benefits upon the consummation of the Transactions (or any of them), or (C) that provides severance or other benefits for any person or, in each case, that is otherwise not immediately terminable by the Companies or any of their Subsidiaries without cost or liability;
(viii)    any Contract under which the Companies or any of their Subsidiaries created, incurred or assumed any Indebtedness (including any conditional sales Contract, sale-leaseback, or capitalized lease) or mortgaging, pledging or otherwise granting or placing a Lien on any portion of any of the Companies’ or any of their Subsidiaries’ assets other than Indebtedness subject to the Payoff Letters;
(ix)      any guaranty of any Indebtedness other than guaranties of Indebtedness subject to the Payoff Letters;
(x)       any lease or other Contract under which it is lessee of or holds, occupies, operates or uses any personal property owned by any other Person, for which the annual rental exceeds $50,000;
(xi)      any lease or other Contract under which it is lessor of or permits any third party to hold, occupy, operate or use any real or personal property for which the annual rental exceeds $50,000;
(xii)     any Contract or group of related Contracts with the same party for the purchase by the Companies of products or services, under which the undelivered balance of such products and services has a purchase price in excess of $100,000 (other than purchase orders or contract brokerage contracts entered into in the ordinary course of business);
(xiii)    any Contract or group of related Contracts (other than customer contracts) with the same party for the sale by the Companies or any Subsidiaries thereof of products or services under which the undelivered balance of such products or services has a sales price in excess of $100,000;
(xiv)    any Contract containing covenants that in any way purport to restrict the right of the Companies or any Subsidiaries thereof to engage in any line of business, compete with any Person, or solicit customers, carriers or employees, where such covenants, individually or in the aggregate, reasonably would be expected to have a Material Adverse Effect;
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(xv)     any currency exchange, commodities, interest rate or other hedging arrangement or forward, swap, derivatives or futures Contract;
(xvi)    any joint venture, partnership, franchise, joint marketing Contract or any other similar Contract (including sharing of profits, losses, costs or liabilities by the Companies or any Subsidiaries thereof with any other Person);
(xvii)   any material licensing Contract or other material Contract with respect to Intellectual Property, including (A) any Contracts with current or former employees, consultants or contractors regarding the appropriation or non-disclosure of any material Intellectual Property and (B) any license agreements related to the use of software (other than license agreements for the use of generally commercially available off-the-shelf software involving total consideration of less than $50,000);
(xviii)  any Contract under which the Companies or any Subsidiaries thereof has made loans, investments or advances to any other Person, and such investments, advances or loans remain outstanding, in each case, in which the amount outstanding exceeds $10,000, except advancement of reimbursable ordinary and necessary business expenses made to directors, managers, partners, officers, employees, and independent contractors of the Companies in the ordinary course of business;
(xix)    any Contract with any Governmental Authority;
(xx)    any Contract providing for the development of Intellectual Property, content or technology, solely or jointly, by or for the Companies or any of their Subsidiaries and involving remaining payments in excess of $50,000 after the date of this Agreement;
(xxi)    any Contract involving the payment of royalties to any other Person and involving remaining payments in excess of $50,000 after the Closing Date;
(xxii)   any settlement, conciliation or similar Contract, the performance of which will involve payment after the Closing Date of consideration in excess of $50,000 or governmental monitoring, consent decree or reporting responsibilities;
(xxiii)  any Contract granting any exclusive rights with respect to the products and services or Intellectual Property of the Companies or any of their Subsidiaries of any type or scope to any Person;
(xxiv)  any amendment, supplement and modification (whether oral or written) in respect of any of the foregoing other than amendments, supplements and modifications entered into in the ordinary course of business;
(xxv)   each Contract that was not entered into in the ordinary course of business;
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(xxvi)   all Contracts that require any of the Companies or their Subsidiaries to purchase its total requirements of any product or service from a third party or that contain “take or pay” provisions;
(xxvii)  all Contracts that contain a most-favored nation pricing provision; and
(xxviii) all Contracts between or among any of the Companies or their Subsidiaries, on the one hand, and Seller, Parent, or any other entity within the Seller Group, on the other hand.
(b)          The Companies have made available to Buyer a true, correct and complete copy of each written Contract set forth on Schedule 2.13(a) or Schedule 2.16(a), including all modifications and amendments thereto, and has made available to Buyer a true, correct and complete written summary of each oral Contract listed on Schedule 2.13(a) or Schedule 2.16(a).  With respect to each Contract set forth on Schedule 2.13(a) or Schedule 2.16(a): (i) such Contract is valid, binding and in full force and effect and is enforceable by the Companies or their Subsidiaries in accordance with its respective terms; and (ii) none of the Companies nor any of their Subsidiaries, nor, to Seller’s Knowledge, any other party is in breach or default under such Contract including, without limitation, any most favored nation pricing provision in any such Contract. None of the Companies nor any of their Subsidiaries has received any written notice of the intention of any party to terminate any Contract listed on Schedule 2.13(a).
(c)          Attached hereto as Schedule 2.13(c) is a true and accurate copy of the Carrier Selection Guidelines of the Companies and their Subsidiaries describing the minimum qualifications applicable to all motor carriers with which the Companies and their Subsidiaries (as applicable) currently contracts for brokered transportation of freight and the procedures employed by the Companies and their Subsidiaries, as applicable, to confirm each such motor carrier’s compliance with such requirements (the “Carrier Selection Requirements”).  The Companies and their Subsidiaries are in material compliance with the Carrier Selection Requirements.
(d)          As set forth on Schedule 2.13(d), the Companies and certain of their Subsidiaries are validly registered under the applicable Legal Requirements to operate under federal property broker authority and/or federal freight forwarder authority.
(e)          The Companies and their Subsidiaries have procedures in place to validate their contractual counterparties’ compliance with contractual obligations for insurance coverage, operating authority, safe operations, and other relevant factors.
(f)          Schedule 2.13(f) sets forth the material terms and conditions of all product or service warranties under which any of the Companies or their Subsidiaries may have liability after the Closing.  Except as set forth in Schedule 2.13(f), none of the Companies nor their Subsidiaries have given to any Person any product or service guaranty or warranty, right of return or other indemnity relating to any products distributed, sold, or delivered, or services preformed, by any of the Companies or their Subsidiaries.
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2.14        Intellectual Property.
(a)          All of the patents, internet domain names, registered trademarks, registered service marks, registered copyrights, and other registered intellectual or industrial property or proprietary rights, and applications for any of the foregoing Intellectual Property, owned or exclusively licensed by the Companies or any of their Subsidiaries (collectively, the “Registered Intellectual Property”) are set forth on Schedule 2.14(a)(i).  All fees related to the Registered Intellectual Property have been paid and all necessary documents and certificates for the Registered Intellectual Property have been filed with the relevant patent, copyright, trademark, Internet registrar, or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining or renewing such Registered Intellectual Property and all Registered Intellectual Property is otherwise in good standing. The Intellectual Property owned by the Companies or their Subsidiaries (the “Owned Intellectual Property”) and the Intellectual Property licensed by the Companies and their Subsidiaries from third parties is all of the Intellectual Property that is used by the Companies and their Subsidiaries in the conduct of their business as currently conducted and as conducted in the 12-month period preceding the Closing Date.
(b)          Schedule 2.14(a)(ii) sets forth each material agreement related to any Intellectual Property, including but not limited to each material license or sublicense, to which the Companies or any of their Subsidiaries are a party, including all modifications, amendments, and supplements thereto and waivers thereunder.  Each such agreement is valid and binding on the Companies and their Subsidiaries in accordance with its terms and is in full force and effect.  The Companies and their Subsidiaries are not, and are not alleged to be in breach or default under any such agreement, and, to Seller’s Knowledge, no other party thereto is in breach of or default under any such agreement.  No party has provided or received any notice of breach of, default under, or an intention to terminate (including by non-renewal) of any such agreement.
(c)          Except as set forth on Schedule 2.14(c), the Companies or Subsidiaries thereof are the sole and exclusive owners of all right, title and interest in and to, or possess the valid right to use, all Intellectual Property used or held for use in the conduct of the business as currently conducted and as conducted in the 12-month period preceding the Closing Date (the “Company Intellectual Property”), in each case free and clear of all Liens, material licenses granted to third parties except for those identified in Schedule 2.14(a)(ii), and other encumbrances. Except as set forth on Schedule 2.14(c), (i) the conduct of the business of the Companies and their Subsidiaries as currently conducted and as it has been conducted in the past three years has not and does not infringe, misappropriate, dilute, or otherwise violate the Intellectual Property of any Person; (ii) there are no pending or threatened actions (including any opposition, cancellation, revocation, review, or other proceedings) alleging that the Companies or any of their Subsidiaries are infringing, misappropriating, diluting or otherwise violating any Intellectual Property of any Person or that seek to limit or challenge the validity, enforceability, ownership or use of the Owned Intellectual Property and the Companies and their Subsidiaries are not aware of any facts or circumstances that could reasonably be expected to give rise to any such action; (iii) none of the Companies nor any of their Subsidiaries has received, in the past  three years, any claim, “cease and desist” letter, or like correspondence from any Person alleging any Intellectual Property infringement, misappropriation, dilution or other such violations; and (iv) there are no pending or threatened actions by the Companies or their Subsidiaries alleging any infringement, misappropriation, or violation by any Person of any Intellectual Property.  There are no Contracts or outstanding judicial or administrative orders to which the Companies or their Subsidiaries is a party or by which they are bound, which restricts the Companies’ or any of their Subsidiaries’ rights to use any of the Company Intellectual Property.  To Seller’s Knowledge, the Company Intellectual Property is valid and enforceable.
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(d)          The Companies and their Subsidiaries have provided Buyer a true, correct, and complete description of steps taken to protect and, where applicable, maintain in confidence, trade secrets of the Companies and their Subsidiaries and third parties, including obtaining from employees, directors, mangers, officers and consultants binding written confidentiality Contracts between the Companies and their Subsidiaries and such employees, directors, managers, partners, officers, or consultants on the forms or other documents made available to Buyer.  Except as set forth in Schedule 2.14(d), no present or former officer, director, employee, or contractor of the Companies or their Subsidiaries, has any ownership interest, in whole or in part, in any Company Intellectual Property, or the right to receive royalty or other payments for Intellectual Property used or held for use by the Companies or any of their Subsidiaries.
(e)          No current or former employees or independent contractors have been involved or have contributed to the invention, creation, or development of any Intellectual Property during the course of employment or engagement with the Companies and their Subsidiaries.
(f)          The Companies and their Subsidiaries own or lease all Computer Systems that are necessary for the operation of its business.  To Seller’s Knowledge, the Computer Systems do not contain software routines or hardware components intentionally designed to permit (i) unauthorized access to a computer or network, (ii) unauthorized disablement or erasure of software, hardware or data, or (iii) any other similar type of unauthorized activities.  To Seller’s Knowledge, there has been no failure, material substandard performance or breach of any Computer Systems which have caused any material disruptions to the business of the Companies or their Subsidiaries or resulted in any unauthorized disclosure of or access to any data owned, collected or controlled by the Companies or any of their Subsidiaries. The Companies and their Subsidiaries have taken commercially reasonable steps to provide for the back-up and recovery of data and information.  The Companies and their Subsidiaries have, pursuant to written software licenses, the authorized number of users or seats used in the business of Companies and their Subsidiaries as currently conducted.
(g)          Except as set forth on Schedule 2.14(g), none of the Company Software owned and/or currently under development by or on behalf of the Companies or any of their Subsidiaries uses, incorporates or distributes any Open Source Code in a manner that would reasonably be expected to:  (i) place conditions on the use or distribution of such Company Software; (ii) require the license of such Company Software or any portion thereof for the purpose of making modifications or derivative works; (iii) require the distribution of such Company Software or any portion thereof without charge; (iv) require or condition the disclosure, licensing or distribution of any source code or any portion of Company Software; or (v) otherwise impose a limitation, restriction or condition on the right of the Companies or any of their Subsidiaries to use or distribute any Company Software or any portion thereof.
(h)          Except as set forth on Schedule 2.14(h), the Companies and their Subsidiaries have possession of all material Technology necessary to operate the business as currently conducted.
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(i)           The execution, delivery and performance by the Companies of this Agreement and the consummation of the Transactions do not and will not:
(i)     encumber or adversely affect the right to use any Intellectual Property presently owned, used or held for use by the Companies or any of their Subsidiaries in the conduct of their business; or
(ii)    cause the Companies or their Subsidiaries to be contractually obligated to pay any royalties or other amounts to any third party in excess of the amounts that such party would have been obligated to pay if this Agreement had not been executed, delivered, and performed or the Transactions consummated.
2.15       Litigation.
(a)          Except as set forth on Schedule 2.15(a), (x) with respect to Proceedings which would be reasonably expected to have an amount at issue in excess of $100,000 and/or incidents involving a fatal accident, as of the date hereof (it being understood that including any Proceeding on Schedule 2.15(a) pursuant to this clause (x) does not imply a probability or expectation (under GAAP or otherwise) for any such Proceeding to result in a liability in excess of such amount); and (y) with respect to any other Proceedings, as of 5:00 p.m. Eastern Time on March 28, 2019, there are no Proceedings pending or, to Seller’s Knowledge, threatened against or affecting the Companies or any of their Subsidiaries or their respective partners, managers, members, officers, directors, agents, employees, predecessors or indemnified persons in their capacities as such, at law or in equity, before or by any Governmental Authority or arbitration or mediation authority or otherwise in existence, nor, to Seller’s Knowledge, is there any reasonable and valid basis for any such Proceeding based on acts or omissions of the Companies or any of the Companies’ Subsidiaries.
(b)          None of Seller, the Companies nor any of the Companies’ Subsidiaries is a party to or subject to or in default under any outstanding Order of any Governmental Authority or arbitration or mediation authority that could reasonably be expected to affect or delay the ability of Seller, the Companies, or any of the Companies’ Subsidiaries to consummate the Transaction or that affect the assets or business of any of the Companies or their Subsidiaries.
(c)          Except as set forth on Schedule 2.15(c), since December 31, 2017, the Companies and their Subsidiaries have not settled or received a final Order concerning any outstanding Proceeding.
2.16       Employee Benefit Plans.
(a)          Schedule 2.16(a) lists each of the following which is sponsored, maintained or contributed to by the Companies, any of their Subsidiaries or any member of the Seller Group for the benefit of employees, former employees, directors, former directors, managers, partners, or any agents, consultants, or similar representatives providing services to or for the Companies or any of their Subsidiaries, or with respect to which the Companies or any of their Subsidiaries has any liability:
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(i)     each “employee benefit plan,” as such term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (a “Plan”);
(ii)    each personnel policy, stock option, stock purchase, stock appreciation rights, phantom equity, or any other equity-based plan, program, agreement or arrangement, collective bargaining agreement, bonus plan or arrangement, incentive award plan or arrangement, vacation policy, retention or severance pay plan, policy or Contract, deferred compensation Contract or other arrangement, compensation or supplemental income arrangement, consulting Contract, employment Contract and each other employee benefit plan, Contract or other arrangement, program, practice or understanding which is not described in Schedule 2.16(a)(i), whether written or unwritten (“Benefit Program or Agreement”).
(b)          With respect to each Plan and each Benefit Program or Agreement, the Companies have made available to Buyer copies (as applicable) of (i) the applicable plan or other governing documents currently in effect, and any related trusts, insurance, group annuity Contracts, and each other funding or financing arrangement related thereto, including any amendments (or, in the case of any unwritten arrangement, a written description of the terms thereof), (ii) the most recent summary plan description and amendments and modifications thereto, (iii) the most recent determination letter or opinion letter received from the Internal Revenue Service, (iv) the latest financial statements, and (v) the latest annual or other report filed with any Governmental Authority.
(c)          None of the Companies nor any of their Subsidiaries, nor any corporation, trade, business or entity under common control with the Companies or any of their Subsidiaries within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA (a “Commonly Controlled Entity”), have ever (i) sponsored, maintained, participated in or contributed to any plan which is subject to Section 302 of ERISA, Section 412 of the Code or Title IV of ERISA or is a “multiemployer plan” (as defined in Section 3(37) of ERISA) or (ii) incurred any withdrawal liability with respect to any multiemployer plan or any liability in connection with the termination, insolvency or reorganization of any multiemployer plan.  No Plan provides for medical or life insurance benefits to retired or former employees of the Companies or any of their Subsidiaries (other than as required under Code Section 4980B, or similar state Legal Requirement).
(d)           Except as set forth on Schedule 2.16(d):
(i)        Each Plan and Benefit Program or Agreement complies in all material respects in form and operation with its terms, the requirements of the Code, ERISA, and all other applicable laws;
(ii)        Each Plan that is intended to be qualified under Section 401(a) of the Code meets such requirements and has received a favorable determination letter or opinion letter from the Internal Revenue Service within the applicable remedial amendment periods and no amendments have been made to any such Plan following the receipt of the most recent determination letter or opinion letter that would jeopardize such Plan’s qualified status;
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(iii)      There are no Proceedings (other than routine claims for benefits under such plans) pending or, to Seller’s Knowledge, threatened against any of the Plans, Benefit Programs or Agreements or their assets;
(iv)      As to any Plan intended to be qualified under Section 401 of the Code, there has been no termination or partial termination of the Plan within the meaning of Section 411(d)(3) of the Code;
(v)      To Seller’s Knowledge, no act, omission, or transaction has occurred which would result in imposition on the Companies or any of their Subsidiaries of (A) breach of fiduciary duty liability damages under Section 409 of ERISA, (B) a material civil penalty assessed pursuant to Section 502 of ERISA, or (C) a material tax imposed pursuant to Chapter 43 of Subtitle D of the Code;
(vi)     To Seller’s Knowledge, there is no matter pending (other than routine qualification determination filings) with respect to any of the Plans or Benefit Program or Agreements before the Internal Revenue Service, the Department of Labor, the Pension Guaranty Benefit Corporation or any other Governmental Authority; and
(vii)     No trust funding a Plan is intended to be exempt from federal income taxation pursuant to Section 501(c)(9) of the Code.
(e)          Except as set forth on Schedule 2.16(e):
(i)       All contributions (including all employer contributions and employee salary reduction contributions) that are due and owing have been paid to each Plan that is an “employee pension benefit plan” (or related trust or held in the general assets of the Companies or any of their Subsidiaries, as appropriate), and all contributions for any period ending on or before the Closing Date that are not yet due have been paid to each such Plan or accrued in accordance with past custom and practice of the Companies and their Subsidiaries;
(ii)     All premiums or other payments that are due and owing (except retroactive premium adjustments (if any) that may become due) for all periods ending on or before the Closing Date have been paid or accrued in accordance with past custom and practice of the Companies and their Subsidiaries with respect to each Plan that is an “employee welfare benefit plan” (as defined in Section 3(l) of ERISA); and
(iii)    The Companies and their Subsidiaries are in compliance in all material respects with the provisions of the Patient Protection and Affordable Care Act of 2010, as amended (the “ACA”), and applicable regulations and other regulatory guidance issued under such act, and the Companies and their Subsidiaries have not received written notice of, and to Seller’s Knowledge there is no reason to expect any Tax or liability to be incurred as a result of the application of the ACA other than has been paid or accrued.
(f)          Each Plan which is an “employee welfare benefit plan” (as defined in Section 3(l) of ERISA) may be unilaterally amended or terminated in its entirety without liability except as to benefits accrued thereunder prior to such amendment or termination.
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(g)          Except as otherwise set forth on Schedule 2.16(g), no Plan or Benefit Program or Agreement provides that payments pursuant to such Plan or Benefit Program or Agreement may be made in securities of the Companies, any Subsidiary of the Companies, or any Commonly Controlled Entity, nor does any trust maintained pursuant to any Plan or Benefit Program or Agreement hold any securities of the Companies, any Subsidiaries of the Companies or any Commonly Controlled Entity.
(h)          Each Plan or Benefit Program or Agreement that constitutes a "non-qualified deferred compensation plan" within the meaning of Section 409A of the Code, complies in both form and operation with the requirements of Section 409A of the Code so that no amounts paid pursuant to any such Plan or Benefit Program or Agreement is subject to tax under Section 409A of the Code.
2.17          Insurance. Schedule 2.17 lists each insurance policy maintained by or otherwise covering the Companies or any of their Subsidiaries and describes any self-insurance or co-insurance arrangements by or affecting the Companies or any of their Subsidiaries (the “Insurance Policies”).  Schedule 2.17 also sets forth the name of the insurer under each such policy, the type of policy, the expiration dates thereof, and the coverage amounts and applicable deductible thereunder since January 1, 2017.  All such Insurance Policies are in full force and effect, and no notice or, to Seller’s Knowledge, threat of a rate increase, non-renewal, cancellation or termination has been received by the Companies or any of their Subsidiaries with respect to any such Insurance Policy.  None of the Companies nor any of their Subsidiaries has failed to give any notice or present any material claim under any Insurance Policy in due and timely fashion or as required by any Insurance Policy.  The Companies have provided or made available to Buyer true, correct, and complete copies of all such policies of insurance set forth on Schedule 2.17. Except as set forth in Schedule 2.17, there are no provisions in the Insurance Policies providing for or allowing retroactive or retrospective premium adjustments. The Insurance Policies are sufficient for compliance with all requirements of all Legal Requirements and with all agreements to which any of the Companies or their Subsidiaries is a party.
2.18          Compliance with Laws.  Except as otherwise set forth on Schedule 2.18: (a) at all times since January 1, 2015, the Companies and their Subsidiaries have complied in all material respects with all Legal Requirements applicable to them or to the operation of the business; (b) no investigation, audit or review by any Governmental Authority with respect to the Companies or any of their Subsidiaries is pending or, to Seller’s Knowledge, threatened; (c) no written notices alleging a violation, or, to Seller’s Knowledge, any other written communication regarding, any violation, investigation relating to any violation, or threat to be charged with any violation, have been received by the Companies or any of their Subsidiaries, in each case except as would not reasonably be expected to result in a Material Adverse Effect; and (d) to Seller’s Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) would be reasonably expected to constitute or result in a failure by any of the Companies or their Subsidiaries to comply in all material respects with any Legal Requirement.
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2.19          Environmental Matters.  Except as set forth on Schedule 2.19:
(a)          The Companies and each of their Subsidiaries and their respective properties and operations are and, during the relevant time periods specified in all applicable statutes of limitations, have been in compliance with Environmental Laws in all material respects;
(b)          The Companies and each of their Subsidiaries is in compliance in all material respects with, all Environmental Permits and none of such Environmental Permits will be terminated or impaired or become terminable as a result of the Transactions;
(c)          The Companies and each of their Subsidiaries and their respective properties and operations are not subject to any known, pending or, to Seller’s Knowledge, threatened Environmental Claims, nor has Seller, Companies or any of their Subsidiaries received any written notice of violation, noncompliance, or enforcement or any notice of investigation or remediation from any Governmental Authority pursuant to Environmental Laws;
(d)          There has been no Release of any Hazardous Substance by the Companies or any of their Subsidiaries or in connection with their properties or operations in violation in any material respect of any Environmental Laws or in a manner that could give rise to any investigation, monitoring, remedial, removal, response, containment or other remedial or corrective action obligations, or any natural resource damages or assessment, pursuant to Environmental Laws;
(e)          There have been no written complaints or, to Seller’s Knowledge, any other complaints alleged against the Companies or any of their Subsidiaries since January 1, 2017, under any Environmental Laws;
(f)          There have been no retaliation (whistleblower) complaints alleged against the Companies or any of their Subsidiaries since January 1, 2017, under any Environmental Laws;
(g)          The Companies and each of their Subsidiaries have received no notices, reports, letters, recommendations, or internal or external audits describing non-compliance with any Environmental Laws which have not been reviewed and certified in writing by qualified Environmental Safety and Health Professionals as corrected;
(h)          The Companies and each of their Subsidiaries have not assumed or retained by contract, Order or operation of any Legal Requirement any liability (i) of any Person (other than the Companies and each of their Subsidiaries) in respect of any Environmental Claim or pursuant to Environmental Laws, or (ii) with respect to any property formerly owned or operated by, or any business or operations formerly conducted by, either the Companies or any of their Subsidiaries;
(i)          The Companies and each of their Subsidiaries are not subject to laws governing Hazardous Waste Operations or Process Safety Management; and
(j)          For the avoidance of doubt, Environmental Laws are defined in Article 6 and include (but are not limited to) employee Safety and Health laws such as state and federal Occupational Safety and Health Acts.
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2.20          Affiliated Transactions.  Except as set forth on Schedule 2.20 no director, officer, manager, stockholder, member, partner or any Affiliate of Seller or the Companies or any Subsidiaries of the Companies or, to Seller’s Knowledge, any individual in such director’s, officer’s, member’s, partner’s, holder’s or Affiliate’s immediate family or any entity controlled by any such director, officer, member, partner, stockholder or Affiliate of the Companies or any of their Subsidiaries, (i) is a party to any Contract or transaction with or (except under terms of employment, as applicable) provides any services to the Companies or any of their Subsidiaries, (ii) has any interest in any tangible or intangible property used by the Companies or any of their Subsidiaries, or (iii) owns, directly or indirectly, any material interest in any Person that competes with the Companies or any of their Subsidiaries in any material respect (it being agreed that the ownership of no more than one percent (1%) of any class of outstanding stock of any publicly traded corporation will not be deemed material for purposes of this Section 2.20) (clauses (i), (ii), and (iii) collectively, “Affiliated Transactions”).
2.21        Sufficiency, Title, and Condition of Assets.
(a)          The assets owned, leased, or licensed by the Companies and their Subsidiaries as of the date hereof (following transfer of the Excluded Assets and the Retained Real Property) and the Transferred Equipment and Assets constitute all material assets used in connection with the business of the Companies and their Subsidiaries, and such assets constitute all the assets necessary for the Companies and their Subsidiaries to continue to conduct their business in the same manner as it is presently being conducted or proposed to be conducted.
(b)          The Companies and their Subsidiaries have good and valid title to all of their assets (including the Transferred Equipment and Assets), not subject to any Lien, except for Liens disclosed on Schedule 2.21(b) and Liens created by Buyer.
(c)          Except as set forth in Schedule 2.21(c) and for physical damage for which adequate accruals are reflected in the Interim Financial Statements, the Rolling Stock, taken as a whole, (i) is in the Companies’ or any of their Subsidiaries’, as applicable, possession and control, (ii) is in good operating condition and repair and usable in the ordinary course of business (subject to normal wear, repairs, and maintenance), and (iii) is properly and currently licensed and registered and is otherwise in material conformance with applicable Legal Requirements and Permits.
(d)          Schedule 2.21(d) sets forth the Rolling Stock owned or leased by the Companies or any of their Subsidiaries at the Closing (and indicates whether such Rolling Stock is either owned or leased).
(e)          The buildings, improvements, machinery, equipment, personal properties, vehicles and other tangible assets of the Companies and their Subsidiaries located upon or used in connection with the Owned Real Property and Leased Real Property are operated in conformity in all material respects with all applicable Legal Requirements, are structurally sound (in the case of the buildings and improvements), are in good condition and repair, except for reasonable wear and tear not caused by neglect, and are usable in the ordinary course of business.  No capital expenditures relating to the Owned Real Property, Leased Real Property, or personal property (excluding only normal maintenance and repairs made consistently with past practice and which are required to be expensed for federal income tax purposes) or remediations suggested or required by any applicable Governmental Authority or insurer are necessary to carry on any of the Companies’ or their Subsidiaries’ business as it is presently conducted.
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2.22         Labor and Employment Matters.
(a)           Except as set forth on Schedule 2.22(a):
(i)      none of the Companies nor any of their Subsidiaries is, are, or have been, a party to or bound by any collective bargaining agreement or other Contract with a labor union or other representative of employees and no such Contract is currently being negotiated;
(ii)     no employee of the Companies or their Subsidiaries (“Business Employee”) is represented by a labor union or similar representative and there have been no union certification or representation petitions with respect to any Business Employees or other individuals who have provided services to the Companies or any of their Subsidiaries and, to Seller’s Knowledge, no union organizing campaign or similar effort is pending or threatened with respect to any Business Employees;
(iii)     there is no legal, administrative or other claim, charge, complaint, settlement demand, labor dispute, grievance or arbitration proceeding pending or, to Seller’s Knowledge, threatened by or with respect to any Business Employee or any other individual who has provided services with respect to the Companies or their Subsidiaries. Since January 1, 2015, the Companies and their Subsidiaries have complied in all material respects with all Legal Requirements with respect to the employment or engagement of each Business Employee and each other individual who has provided services with respect to the Companies or their Subsidiaries (including the Fair Labor Standards Act and all such Legal Requirements regarding wages and hours, labor laws and regulations, timekeeping and recording of hours worked, classification of employees and contractors, anti-discrimination statutes and provisions, anti-retaliation statutes and provisions, anti-harassment statutes and provisions, recordkeeping, employee leave, employee accommodations, Tax withholding and reporting, applicable employment contracts, worker’s compensation, immigration and safety) and as of the Closing Date, each Business Employee and any other individual who has provided services with respect to the Companies and Subsidiaries will have been paid all wages, bonuses, compensation and other sums owed to such Business Employee or other individual as of such date or the appropriate amounts will have been accrued;
(iv)      since January 1, 2015, the Company and its Subsidiaries have not been made aware of any internal complaints, and have not opened any internal investigations, regarding discrimination, harassment, hostile work environment, whistleblower retaliation, or retaliation of any kind;
(v)       the Companies and their Subsidiaries have implemented written internal complaint and investigation procedures that cover employee complaints regarding discrimination, harassment, or hostile work environment;
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(vi)      since January 1, 2015, there has not been any strike, slowdown, picketing, work stoppage, lockout, employee grievance process, union organizational activity, or other labor dispute involving the Companies or any of their Subsidiaries;
(vii)     with respect to all Business Employees and former employees and contractors of the Companies and their Subsidiaries, since January 1, 2015, there has not been any proceeding relating to the alleged violation of any Legal Requirement pertaining to labor relations, including any charge or complaint filed with the National Labor Relations Board, or any comparable Governmental Authority and there has not been any material proceeding relating to any alleged violation of any Legal Requirement pertaining to employment or wage practices, including any charge or complaint filed with the Equal Employment Opportunity Commission, U.S. Department of Labor, or any comparable Governmental Authority; and
(viii)     since January 1, 2015, none of the Companies nor any of their Subsidiaries has agreed to recognize a collective bargaining agent.
(b)          Except as set forth in Schedule 2.22(b):
(i)        no Business Employee is on maternity, paternity, shared parental, adoption, or parental leave or other leave or has been absent due to a health condition, disability, or the health condition or disability of an immediate family member, for more than one continuous month;
(ii)       no Business Employee is on short term disability leave or any similar leave related to disability or illness pursuant to any disability leave policy, law, statute, ordinance, or regulation; and
(iii)      no Business Employee has been granted an employment accommodation affecting the material terms and conditions of employment, such as modified hours of work, modified attendance requirements, modified job functions or duties, or modified work materials, pursuant to the Americans With Disabilities Amendments Act or any similar law, statute, ordinance, or regulation.
(c)          Seller warrants and represents that it has complied in all material respects with immigration laws pertaining to the employment of Business Employees, and the Companies and their Subsidiaries have documentation regarding their respective Business Employees, including Form I-9 Employment Eligibility Verifications or applicable Visa documents, confirming that each Business Employee is legally authorized to work in the United States, sufficient to pass external audit by a Governmental Authority.  Seller further warrants and represents that neither Seller nor the Companies or any of their Subsidiaries have knowingly entered into contracts or other employment agreements with individuals or entities not authorized to work in the United States.  Schedule 2.22(c) contains a complete and accurate list of all Business Employees who, as of the Closing Date, are legally authorized to work in the United States pursuant to a valid work visa, and includes the type of work visa and the expiration date of said visa.
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2.23          Owner-Operators.
(a)          Except as set forth on Schedule 2.23(a):
(i)       with respect to all current owner-operators and former owner-operators and contractors of the Companies and their Subsidiaries, there is not currently, and since January 1, 2017, there has not been, any claim, proceeding or audit relating to misclassification of an independent contractor including, but not limited to, wage and hour claims; unemployment or worker’s compensation benefit, tax or premium claims; employee benefit claims; paycheck deduction or withholding claims; or any other claims that an independent contractor or employee of an owner-operator or independent contractor was, or is, an employee of any of the Companies or their Subsidiaries, or is, or was, entitled to payments from any of the Companies or their Subsidiaries under a law or regulation governing the employer-employee relationship;
(ii)      with respect to all current owner-operators and former owner-operators and contractors of the Companies and their Subsidiaries, the Companies and their Subsidiaries require as part of their contracts, documented proof of occupational accident and/or workers compensation insurance and liability insurance and the Companies and their Subsidiaries possess proof of such insurance for each owner-operator and contractor engaged as of the Closing Date;
(iii)     with respect to all current owner-operators and former owner-operators and contractors of the Companies and their Subsidiaries, the Companies and their Subsidiaries require, as part of their contracts, that the Companies and their Subsidiaries be named as additional insureds on the occupational accident and/or workers compensation and liability insurance policies of all owner-operators and former owner-operators and contractors, and the Companies and their Subsidiaries possess evidence that the applicable Company or Subsidiary thereof is named as a certificate holder for the occupational accident and/or workers compensation insurance policies and as an additional insured on liability insurance policies for each owner-operator and contractor engaged as of the Closing Date;
(iv)     all drivers currently operating commercial motor vehicles in connection with a contract between any Companies and their Subsidiaries and any owner-operator or contractor of the Companies and their Subsidiaries, are required to have a current valid license to operate the vehicle(s) assigned to such driver and be in compliance with any requirements or criteria established by any department of transportation, and the Companies and their Subsidiaries are in possession of proof of the same for each owner-operator and contractor engaged as of the Closing Date;
(v)     with respect to all current owner-operators and former owner-operators and contractors of the Companies and their Subsidiaries, the Companies and their Subsidiaries require, as part of their contracts, that owner-operators and contractors provide annual inspection reports, as required by federal department of transportation regulations, on the equipment covered by the contract, and the Companies and their Subsidiaries are in possession of such annual inspection reports for each owner-operator or contractor engaged as of the Closing Date; and
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(vi)    there are no current disputes regarding independent contractor operating agreements between owner-operators and contractors, on the one hand, and the Companies and their Subsidiaries, on the other hand.
(b)          Each of the Companies’ and their Subsidiaries’ contracts with its owner-operators complies in all material respects with the federal truth-in-lending regulations set forth in 49 C.F.R. Part 376, and in the past three years, all payments, deductions, chargebacks, and other actions of the Companies or any of their Subsidiaries with regard to their owner-operators have complied in all material respects with the terms and conditions of such contracts and regulations.
(c)          Each of the Companies’ and their Subsidiaries’ contracts with its owner-operators (i) complies in all material respects with all applicable Legal Requirements, (ii) has been duly and validly executed and delivered by a Company or a Subsidiary thereof, as applicable, and, to Seller’s Knowledge, the respective owner-operator, (iii) is in full force and effect and is valid and enforceable in accordance with its terms, and (iv) does not require the consent of any Person in connection with the transactions contemplated by this Agreement. To Seller’s Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time or both) would be reasonably expected to contravene, conflict with or result in a breach of, or give the Companies or any of their Subsidiaries or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate, or modify any contract between any Company or any of their Subsidiaries and an owner-operator.
(d)          Schedule 2.23(d) is a true, correct, and complete listing, as of the relevant date, of all of the escrowed funds held by the Companies or any of their Subsidiaries for each owner-operator, in all material respects, and a listing of any amounts owed to the Companies or any of their Subsidiaries by each owner-operator in accordance with the terms of any contract between any Company or any of their Subsidiaries and an owner-operator, all of which are reflected on the Latest Balance Sheet and included in the calculation of Estimated Aggregate Closing Consideration.
2.24      Permits; Safety.
(a)          All Permits possessed by the Companies and their Subsidiaries are set forth on Schedule 2.24(a).  The Companies and their Subsidiaries possess all Permits required to operate their business as presently conducted. Such Permits are in full force and effect, and (i) no Proceeding is pending, (ii) to Seller’s Knowledge, no Proceeding is threatened, and (iii) to Seller’s Knowledge, no events have occurred, in each case which would reasonably be expected to result in the revocation, reclassification, or limitation of any material Permit. The Companies and their Subsidiaries have not received any written notice of or, to Seller’s Knowledge, any other communication regarding (i) any actual or possible violation of any Permit or any failure to comply with any term or requirement of any Permit, or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination, or modification of any Permit.
(b)          Except as set forth on Schedule 2.24(b), none of the Permits held by the Companies or their Subsidiaries required to operate their business in all material respects as presently conducted will be terminated or impaired or become terminable as a result of the Transactions.
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(c)          None of the Companies nor any of their Subsidiaries has an unsatisfactory or conditional safety and fitness rating from the Federal Motor Carrier Safety Commission (“FMCSA”), or its predecessor the Federal Highway Administration (“FHWA”), as a result of a compliance review by the FMCSA or FHWA, and there is no compliance review or related proceeding currently pending.
(d)          The Companies and their Subsidiaries have implemented all policies and procedures required by FMCSA, including but not limited to, a drug and alcohol policy, and current owner-operators and contractors of the Companies and their Subsidiaries are required to adhere to such drug and alcohol policy.
(e)          The Companies and their Subsidiaries have taken reasonable corrective action in compliance in all material respects with federal department of transportation regulations, with respect to all instances of which Seller, the Companies or the Companies’ Subsidiaries became aware where a driver (i) tested positive for drugs or alcohol, (ii) was driving without a valid license to operate his or her vehicle, (iii) was involved in a tow-away, injury, or fatal accident, or (iv) was found to have violated hour-of-service requirements.
2.25          Bank Accounts; Powers of Attorney; Investments; DerivativesSchedule 2.25 sets forth (a) the names and locations of all banks, trusts, companies, savings and loan associations and other financial institutions at which the Companies or any of their Subsidiaries maintain safe deposit boxes, an account, credit line, lock box or other accounts of any nature with respect to their business, and the account numbers with respect to each of the foregoing, (b) the names of all Persons authorized to draw thereon, make withdrawals therefrom or have access thereto, (c) the names of all Persons, if any, holding powers of attorney from the Companies or any of their Subsidiaries, and a summary statement of the terms thereof, (d) all certificates of deposit, debt, or equity securities and other investments owned, beneficially or of record, by the Companies or any of their Subsidiaries, and (e) any outstanding obligations in respect of a derivative transaction including any foreign exchange transaction.
2.26          Loans to Officers, Managers, Partners, and Directors.  Except as set forth on Schedule 2.26, none of the Companies or any of their Subsidiaries have outstanding any loans or advances to any officer, manager, partner, or director of the Companies or any Subsidiaries thereof (as applicable).
2.27          Bribery of Public Officials and Witnesses; Foreign Corrupt Practices Act.
(a)          None of the Companies nor any of their Subsidiaries have violated, attempted, planned, promised to or otherwise acted in contradiction to the anti-bribery and corruption provisions of 18 U.S.C. § 201(b) and (c) or any regulations or rules promulgated thereunder (the “Anti-Kickback Statutes”) except where the failure to so comply would not result in a material liability to or limitation on the Companies or any of their Subsidiaries.  None of the Companies nor any of their Subsidiaries have received written notice from any Governmental Authority of, or been investigated by any Governmental Authority with respect to, any violation by the Companies, any Subsidiaries of the Companies or any employee of the Companies or any of their Subsidiaries, of the Anti-Kickback Statutes and, to Seller’s Knowledge, no such investigation has been threatened or is pending.
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(b)          (i) the Companies and their Subsidiaries are in compliance with the United States Foreign Corrupt Practices Act of 1977 (the “FCPA”), except where the failure to so comply would not result in a material liability to or limitation on the Companies or any of their Subsidiaries, taken as a whole, and (ii) since January 1, 2012, the Companies and their Subsidiaries have not been investigated by any Governmental Authority with respect to, or been given written notice by a Governmental Authority of, any violation by Seller, the Companies, or any of the Companies’ Subsidiaries of the FCPA.
2.28          CustomersSchedule 2.28 sets forth the names of the twenty (20) largest customers of the Companies by recognized revenues for each of the years ended June 30, 2017, and June 30, 2018 (the “Material Customers”).  Except as set forth in Schedule 2.28, (a) all Material Customers continue to be customers of the Companies; (b) none of the Companies has received any notice, nor to Seller’s Knowledge is Seller or any of the Companies otherwise aware, that any Material Customer intends to reduce materially its business with the Companies from the levels achieved during the year ended June 30, 2018; (c) since June 30, 2018, no Material Customer has terminated its relationship with the Companies or threatened to do so; (d) since June 30, 2018, no Material Customer has modified or notified the Companies, nor to Seller’s Knowledge is Seller or any of the Companies otherwise aware, that any Material Customer intends to modify its relationship with the Companies in a manner which is less favorable in any material respect to the Companies; and (e) none of the Companies is involved in any material claim, dispute or controversy with any Material Customer.  No Material Customer has threatened, or to Seller’s Knowledge reasonably may be expected, to take any of the actions described in this Section 2.28 as a result of the Transactions.
2.29          Disclosure.  None of the representations, warranties or statements contained in this Agreement, in the Disclosure Schedules or Exhibits hereto, or in any of the Transaction Documents contain any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make any of such representations, warranties or statements, in the context in which made, not false or misleading. Copies of all documents furnished by or on behalf of the Companies, the Companies’ Subsidiaries, and Seller to Buyer or their representatives pursuant to the terms of this Agreement and the Transaction Documents are complete and accurate. All documents (or copies thereof) and summaries of all oral agreements referred to in the Disclosure Schedules or Exhibits hereto have been made available to Buyer.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Seller as follows:
3.01          Good Standing.  Buyer is a corporation existing and in good standing under the laws of the State of Maine.
3.02          Power and Authority; Authorization.  Buyer has all requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to perform its obligations hereunder or thereunder.  The execution, delivery and performance of this Agreement and each other Transaction Document by Buyer and the consummation of the transactions contemplated thereby have been duly authorized by all requisite corporate action on the part of Buyer, and no other corporate proceedings on Buyer’s part are necessary to authorize the execution, delivery or performance of this Agreement and each other Transaction Document to which Buyer is a party.
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3.03          Enforceability.  This Agreement has been duly executed and delivered by Buyer, and assuming that this Agreement is a valid and binding obligation of Seller, this Agreement constitutes a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar Legal Requirements affecting creditors’ rights and general principles of equity affecting the availability of equitable remedies.  Each other Transaction Document to which Buyer is a party, has been (or are being in connection with the execution and delivery of this Agreement) duly executed and delivered by Buyer, and assuming that such other Transaction Documents are valid and binding obligations of the other parties thereto, each such Transaction Document constitutes a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar Legal Requirements affecting creditors’ rights and general principles of equity affecting the availability of equitable remedies.
3.04          No Conflicts.  Except as set forth on Schedule 3.04, the execution, delivery and performance by Buyer of this Agreement and each other Transaction Document to which it is a party and the consummation of the Transactions do not conflict with or result in any breach of, constitute a default under, result in a violation of, result in the creation of any Lien upon any assets of Buyer, or require any authorization, consent, approval or other action by or notice to any Governmental Authority or other third party that has not been obtained, under the provisions of Buyer’s certificate of incorporation or bylaws, or any Contract or other instrument to which Buyer is bound, or any Legal Requirement to which Buyer is subject.
3.05          Litigation.  There are no Proceedings pending against or affecting Buyer or its Subsidiaries at law or in equity, by or before any Governmental Authority, or arbitration or mediation authority, which would reasonably be expected to adversely affect Buyer’s performance under any Transaction Document to which Buyer is a party or the consummation of the Transactions.
3.06          Brokerage.  There are no claims for brokerage commissions, finders’ fees or similar compensation in connection with the Transactions based on any arrangement or other Contract made by or on behalf of Buyer, except those that will be satisfied or otherwise borne by Buyer (and not satisfied or otherwise borne by Seller or any of its owners or Affiliates).
3.07          Investment Representation.  Buyer is acquiring the Equity Interests and the equity interests of any Subsidiaries of the Companies for its own account with the intention of holding such equity interests for investment purposes and not with a view to, or for sale in connection with, any distribution of such securities in violation of any federal or state securities laws.  Buyer is an “accredited investor” as defined in Regulation D promulgated by the SEC under the Securities Act.  Buyer acknowledges that the Equity Interests and the equity interests of any Subsidiaries of the Companies have not been registered under the Securities Act or any state or foreign securities laws and that the Equity Interests and the equity interests of any Subsidiaries of the Companies may not be sold, transferred, offered for sale, pledged, hypothecated, or otherwise disposed of unless such transfer, sale, assignment, pledge, hypothecation, or other disposition is pursuant to the terms of an effective registration statement under the Securities Act and the Equity Interests and the equity interests of any Subsidiaries of the Companies are registered under any applicable state or foreign securities laws or sold pursuant to an exemption from registration under the Securities Act and any applicable state or foreign securities laws.
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ARTICLE 4
ADDITIONAL AGREEMENTS
4.01        Tax Matters.
(a)          Seller shall prepare or cause to be prepared all Tax Returns of the Companies and their Subsidiaries required to be filed after the Closing Date (as well as any Tax Returns for such periods reflecting Amendment Items) for all Pre-Closing Periods (collectively, the “Seller Prepared Returns”). Such Tax Returns shall be prepared on a basis consistent with the past practice of the Companies (and their Subsidiaries), except (i) as otherwise required by applicable Legal Requirements, and (ii) upon approval of Buyer, with such approval not to be unreasonably withheld, conditioned, or delayed, with respect to the Amendment Items.  At least 30 days prior to the date on which each such Tax Return is to be filed, if such Tax Return relates to a Pre-Closing Period, Seller shall submit such Tax Returns, together with all supporting documentation and work papers, to Buyer for review and comment. Seller will cause each such Tax Return to be timely filed and will provide a copy to Buyer.
(b)          Buyer shall prepare or cause to be prepared all Tax Returns of the Companies and their Subsidiaries required to be filed after the Closing Date for all Post-Closing Periods and all Straddle Periods (collectively, the “Buyer Prepared Returns”).  Such Tax Returns for the Straddle Periods shall be prepared on a basis consistent with the past practices of the Companies (and their Subsidiaries), except as otherwise required by applicable Legal Requirements. At least 30 days prior to the date on which each such Tax Return is to be filed, if such Tax Return relates to a Straddle Period, Buyer shall submit such Tax Returns, together will all supporting documentation and work papers, to Seller for review and comment. Buyer will cause each such Tax Return to be timely filed and will provide a copy to the Seller.  With respect to Tax Returns for the Straddle Period, Seller shall pay Buyer for the Taxes paid with respect to such Tax Returns for the portion of the Straddle Period which ends on and includes the Closing Date. Buyer shall request such payment in writing, setting forth in detail the computation of the amount owed by the Seller. Such payment by Seller shall be made no later than 10 days prior to the due date for paying such Taxes without regard to the indemnification limitations in Article 5.
(c)          In completing any Tax Return for a Straddle Period, the Transaction Expenses and any other applicable expenses of the Companies or their Subsidiaries associated with the Transaction shall, to the extent properly deductible for federal income Tax purposes as determined by Buyer in its reasonable discretion (following consultation with Seller), be separately reported and allocated to a Pre-Closing Period Tax Return. Except as required by applicable Legal Requirements, to the extent that Buyer makes an allocation of a pre-Closing expense or deduction that results in an expense or deduction that could be properly deductible in a Pre-Closing Period return being allocated or deducted in a post-closing federal Tax Return of the Companies, and such allocation results in an increase in Tax liability of the Companies or their Subsidiaries which, under this Agreement, results in a potential claim by Buyer against the Indemnity Escrow Account shall not be a valid claim against the Escrow Account.
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(i)       The Buyer and Seller agree that to the extent the Disregarded Entities are treated as “disregarded entities” (as described in Treasury Regulation Section 301.7701-2(c)(2)) for federal Tax purposes, the purchase of the equity interests of the Disregarded Entities shall be treated as a purchase of the assets of the Disregarded Entities. The portion of the purchase price for the equity interests of the Disregarded Entities (as determined for applicable Tax purposes) to be allocated to the asset classes set forth on Exhibit E shall be allocated among the assets of the Disregarded Entities as set forth on Exhibit E attached hereto. After the Closing, Buyer and Seller shall further allocate the balance of the  purchase price among the assets of the Disregarded Entities in accordance with Section 1060 of the Code and Treasury Regulations thereunder. Buyer and Seller agree to timely file IRS Form 8594, Asset Acquisition Statement consistent with the allocation of the purchase price as set forth on Exhibit E attached hereto, and any similar form required under state or local law in accordance with applicable Legal Requirements.  For completeness, the assets of Buckler Distribution Center, L.P. are also set forth on Exhibit E attached hereto.
(ii)     In the event that there is an adjustment to the purchase price, Seller and the Buyer shall revise the allocation set forth on Exhibit E to reflect such adjustment.
(d)          Except as otherwise required by applicable law (including in connection with a voluntary disclosure), Buyer will not amend (or cause to be amended) any Tax Return of the Companies, for any Pre-Closing Period or Straddle Period, or make (or cause to be made) any Tax election that has retroactive effect to any Pre-Closing Period or Straddle Period, in each case without the prior written consent of Seller which consent will not be unreasonably withheld, conditioned or delayed, it being understood that such consent will be deemed unreasonably withheld if such Tax Return is required by law to be amended or if such Tax election is required by law to be made (including in connection with a voluntary disclosure agreement) and in each case Seller is held harmless by Buyer for all liability, cost, and expense related to such amendment.
(e)          Except as set forth in Section 4.01(a), Seller will not amend (or cause to be amended) any Tax Return of the Companies without the prior written consent of the Buyer, which consent the Buyer may withhold at the Buyer’s sole discretion; provided, that Seller may amend Tax Returns of the Companies with respect to the Amendment Items upon approval of Buyer, such approval not to be unreasonably withheld, conditioned, or delayed.
(f)          Buyer and Seller shall attempt in good faith to resolve any disagreements regarding any Buyer Prepared Return and Seller Prepared Return prior to the filing due date (including applicable extensions).  In the event that Buyer and Seller are unable to resolve any dispute with respect to such Buyer Prepared Return or Seller Prepared Return, such dispute shall be resolved by an independent accounting firm mutually acceptable to both Buyer and Seller. The fees and expenses of such accounting firm shall be borne equally by Seller, on the one hand, and Buyer on the other.  If any dispute with respect to a Buyer Prepared Return or Seller Prepared Return is not resolved prior to the applicable filing due date (including applicable extensions), such Buyer Prepared Return or Seller Prepared Return shall be filed in the manner that Buyer, in its reasonable judgment, deems correct and consistent with this Agreement; provided, however, that such Buyer Prepared Return or Seller Prepared Return shall be amended to the extent necessary to reflect the subsequent resolution of any such dispute by the independent accounting firm.
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(g)           In the case of such Taxes that are payable with respect to any Straddle Period, the portion of any such Taxes that is attributable to the portion of the period ending on the Closing Date shall be:
(i)       in the case of Taxes that are either (A) based upon or related to income or receipts, or (B) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount that would be payable if the Tax period of the Companies and their Subsidiaries ended with (and included) the Closing Date; provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on and including the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period; and
(ii)      in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of the Companies or any of their Subsidiaries, deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire period.
(h)          Buyer and Seller shall cooperate fully as and to the extent reasonably requested by the other party in connection with the filing of Tax Returns, the filing of amended Tax Returns (including, without limitation, amended Tax Returns), and any audit, litigation, or other proceeding (each a “Tax Proceeding”) with respect to Taxes imposed on or with respect to the assets, operations or activities of the Companies and their Subsidiaries.  Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such Tax Return, amended Tax Return, or Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.  Each of Seller and Buyer agrees, upon request of the other, to use commercially reasonable efforts to obtain any certificate or other documentation from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed on Buyer, the Companies (and their Subsidiaries), or Seller, including, but not limited to, with respect to the transactions contemplated hereby; provided, however, that (unless required by Legal Requirements) Seller will not be required to take any action that would impose or increase any obligation on the part of Seller, or create or increase any claim against the Indemnity Escrow Account unless Buyer holds Seller harmless from such action.  The Companies (and Subsidiaries of the Companies) and Seller shall (i) retain all books and records with respect to Tax matters pertinent to the Companies and their Subsidiaries relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (ii) give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Companies or Seller, as the case may be, shall allow the other party to take possession of such books and records.  Notwithstanding the above, the control and conduct of any Tax Proceeding that is a third-party action shall be governed by Section 5.05.
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(i)       All transfer, documentary, sales, use, stamp, registration or other similar Taxes imposed on the Companies or any of their Subsidiaries or Seller directly or indirectly as a result of the transactions contemplated by this Agreement (collectively, “Transfer Taxes”) and any penalties or interest with respect to the Transfer Taxes will be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer; provided, however, notwithstanding the foregoing, all costs related to the transfer or assignment of the Transferred Equipment and Assets and Retained Real Property, including, without limitation, any associated Transfer Taxes, will be borne one hundred percent (100%) by Seller.  The Buyer will file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes.  Buyer and Seller will cooperate in the filing of any returns with respect to the Transfer Taxes, including promptly supplying information in their possession that is reasonably necessary to complete such Tax Returns.  Buyer and Seller shall cooperate in good faith to minimize, to the extent permissible under applicable Law, the amount of any such Transfer Taxes.
4.02          Further Assurances.  From time to time from and after the Closing, as and when reasonably requested by the other party, Seller and Parent, on the one hand, and Buyer and its Affiliates, on the other hand, shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as Buyer or Parent may reasonably deem necessary to evidence and effectuate the Transactions.  In furtherance and not in limitation thereof, Parent shall provide to Buyer (i) delivery of certificates of title and other indicia of ownership relating to the Transferred Equipment and Assets that may be received from counterparties to the Payoff Letters or otherwise may be in the possession of Parent or any subsidiary of Parent following Closing, (ii) evidence of payment of Transfer Taxes (if any) relating to the transfer of the Transferred Equipment and Assets at or prior to Closing, and (iii) if requested by Buyer or its Affiliates, assistance with respect to any claim by Buyer (or one of its Affiliates) under the R&W Policy.
4.03          Release.
(a)             Effective as of the Closing, Seller and Parent on their behalf and on behalf of each member of the Seller Group, hereby finally, unconditionally, irrevocably and absolutely forever release, acquit, remise and discharge, to the fullest extent permitted by applicable Legal Requirements, each member of the Company Group, both individually and in their official capacities, from any and all claims of whatsoever kind or character arising as a result of any event or condition, or action or inaction of any member of the Company Group, from the beginning of time until the Closing, whether known or unknown, absolute or contingent, at law or in equity, which any member of the Seller Group ever had, now has, or ever may have against any member of the Company Group, including, without limitation, in any member of the Seller Group’s capacity as a stockholder of the Companies and pursuant to any contract between such stockholder and any member of the Company Group (“Seller Released Claims”); provided, however, that the foregoing release and discharge shall not apply to any (w) right to indemnification whether under the Companies’ and their Subsidiaries’ Organizational Documents or  under a written indemnification agreement entered into by any of the Companies or their Subsidiaries (as applicable) and such officer, director, member, partner, or manager of the Companies or their Subsidiaries (as applicable) prior to the date hereof, with respect to a claim against any member of the Seller Group by a third party that seeks to impose monetary liability by virtue of an act or omission committed by such officer, director, member, partner, or manager, in his or her capacity as an officer, director, member, partner, or manager of the Companies or their Subsidiaries, (x) rights and claims arising from or in connection with this Agreement or any Transaction Document (including claims arising after Closing under the Related Party Leases), (y) compensation for services rendered and reimbursement of expenses payable to any member of the Seller Group in such Person’s capacity as an employee or officer of the Companies in the ordinary course of business relating to the pay period in which the Closing occurs, or (z) rights and claims arising from any member of the Seller Group’s employment relationship with the Company Group for any period beginning after the Closing.
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(b)          THE RELEASE IN SECTION 4.03(a) IS SPECIFICALLY INTENDED TO OPERATE AND BE APPLICABLE EVEN IF IT IS ALLEGED, CHARGED OR PROVEN THAT ALL OR SOME OF THE CLAIMS OR DAMAGES RELEASED WERE SOLELY AND COMPLETELY CAUSED BY ANY ACTS OR OMISSIONS, WHETHER NEGLIGENT, GROSSLY NEGLIGENT, INTENTIONAL OR OTHERWISE, OF OR BY (AND WHETHER DIRECTLY OR INDIRECTLY BY AGENTS OR REPRESENTATIVES OF) THE COMPANY GROUP.
(c)          Seller represents and warrants that it has not transferred, pledged, assigned or otherwise hypothecated to any other Person all or any portion of Seller Released Claims (or any claims that would constitute Seller Released Claims but for any such transfer, pledge or assignment) or any rights or entitlements with respect thereto.
(d)          Seller acknowledges that the provisions of Section 4.03(a) are valid, fair, adequate and reasonable and were agreed to with its full knowledge and consent, were not procured through fraud, duress or mistake and have not had the effect of misleading, misinforming or failing to inform Seller. Seller further acknowledges that, in signing the release set forth in Section 4.03(a), it has not relied on any promises or representations, express or implied, that are not referred to herein.
(e)          Seller, on its own behalf and on behalf of each member of the Seller Group, hereby irrevocably covenants to refrain from, directly or indirectly, asserting any claim or demand, or commencing, instituting or causing to be commenced, or assisting any party in the commencement of any action, proceeding, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, investigative or informal) of any kind against any member of the Company Group based upon any Seller Released Claims purported to be released hereby. Seller understands that it is, on its own behalf and on behalf of each member of the Seller Group, expressly waiving all claims against the Company Group covered by the release set forth in Section 4.03(a), including those claims that he, she or it may not know of or suspect to exist, that, if known, may have materially affected the decision to provide the release set forth in Section 4.03(a), and Seller is, on its own behalf and on behalf of each member of the Seller Group, expressly waiving any rights under applicable Legal Requirements that provide to the contrary. Seller agrees that if it violates any provision of this Section 4.03, it shall pay all costs and expenses of defending against any related or resulting suit or other proceeding incurred by the applicable member of the Company Group released hereunder, including reasonable attorneys’ fees.
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4.04          Restrictive Covenants.  In (i) consideration for Buyer’s acquisition of the Equity Interests and the transfer of the goodwill associated therewith, (ii) order to protect the goodwill obtained by Buyer and transferred by Seller as a result of the Transactions, and (iii) order to satisfy certain conditions to the consummation of the Transactions and as a material inducement and express incentive for Buyer to enter into this Agreement, Seller expressly agrees to the provisions of this Section 4.04.
(a)          Covenant Not To Compete. Seller and Parent covenant and agree that, during the five-year period beginning on the Closing Date, Seller and Parent shall not, and Seller and Parent shall cause any controlled Affiliates of Seller or Parent not to, directly or indirectly, enter into any new Contract to provide Dedicated Trucking Services or Flatbed Trucking Services (i) where the customer’s facility is an origin or pick-up location in the Restricted Territory and/or a destination or delivery location in the Restricted Territory, or (ii) for auto parts delivery directly to dealers and retailers of auto manufacturers’ locations anywhere in the United States.
(b)          Buyer acknowledges and agrees that Seller, Parent, and their Affiliates are in the business of providing trucking services, including Dedicated Trucking Services and Flatbed Trucking Services, to many customers and will continue to provide such services after the Closing Date and, for the avoidance of doubt, this Section 4.04 does not restrict Seller, Parent, or their Affiliates from providing trucking services, including Dedicated Trucking Services and Flatbed Trucking Services, except as specifically set forth herein.
(c)          Non-Solicitation of Employees.  During the five-year period beginning on the Closing Date, Seller and Parent shall not, and Seller and Parent shall cause any controlled Affiliates of Seller and Parent not to, without the prior written consent of Buyer, directly or indirectly, cause, solicit, induce or encourage to leave the employment or engagement of the Companies, Subsidiaries of the Companies, or their Affiliates, or solicit, hire, engage or employ, or cause any other Person to solicit, hire, engage or employ any employee employed by the Companies or any of their Subsidiaries, as of the Closing or during such five-year period, unless such employee’s retention or employment had ceased for the preceding six months; provided that (x) general advertising, including Internet postings and use of search firms, shall not be deemed a breach hereof, nor shall hiring or retaining any Person who responds to such a general advertisement and (y) nothing in this Agreement shall prohibit Seller or any other Person from engaging any professional services firm or other third party advisor or contractor that provides services to multiple clients.
(d)          Limited Non-Solicitation of Material Customers. During the five-year period beginning on the Closing Date, Seller and Parent shall not, and Seller and Parent shall cause any controlled Affiliates of Seller and Parent not to, without the prior written consent of Buyer, directly or indirectly, cause, solicit, induce or encourage the Material Customers to provide Committed Trucking Services in the Restricted Territory.
(e)          No Interference with Suppliers.  Seller and Parent agree that, during the five-year period beginning on the Closing Date, Seller and Parent shall not, and shall not permit any controlled Affiliate of Seller, Parent, or any Person acting at Seller’s or Parent’s direction or with Seller’s or Parent’s encouragement to, directly or indirectly solicit, encourage, support, cause or attempt to cause any Supplier to cease or lessen such Supplier’s business with the Companies, Subsidiaries of the Companies, or with Buyer or any of its Affiliates. For purposes of this Agreement, the term “Supplier” means any material supplier of goods or services to the Companies or any of their Subsidiaries as of the Closing or during such five-year period.
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(f)          Seller’s and Parent’s Acknowledgements and Representations.  Seller and Parent expressly acknowledge and agree that the restrictions set forth herein are reasonable in all respects and are no greater than necessary to protect Buyer’s and its Affiliates’ (including the Companies’) legitimate business interests, including the preservation of trade secrets, valuable confidential and professional information, and the goodwill that Seller is conveying to Buyer under this Agreement.
(g)          Reformation; Severability of Provisions.  The parties expressly acknowledge and agree that the restrictions contained herein are reasonable and no greater than necessary to protect the legitimate interests of Buyer and its Affiliates.  However, if any covenant set forth in this Agreement is determined by any court to be unenforceable by reason of its extending for too great a period of time or over too great a geographic area, or by reason of its being too extensive in any other respect, such covenant shall be reformed and interpreted to extend only for the longest period of time and over the greatest geographic area, and to otherwise have the broadest application as shall be enforceable.  The invalidity or unenforceability of any particular provision (or part thereof) of this Agreement shall not affect the other provisions hereof (or parts thereof), which shall continue in full force and effect.  Without limiting the foregoing, the covenants contained herein shall be construed as separate covenants covering their respective subject matters.
(h)          Injunctive Relief.  Seller and Parent acknowledge that (a) the provisions of this Section 4.04 are reasonable and necessary to protect the legitimate interests of Buyer, and (b) any violation of this Section 4.04 will result in irreparable injury to Buyer, the exact amount of which will be difficult to ascertain, and that the remedies at law for any such violation would not be reasonable or adequate compensation to Buyer for such a violation.  Accordingly, Seller and Parent agree that if Seller or Parent violates the provisions of this Section 4.04, Buyer, in addition to all other remedies which may be available to it at law or in equity, shall be entitled to specific performance and injunctive relief, without posting bond or other security, and without the necessity of proving actual damages. Such relief will not be exclusive, but will be in addition to all other relief available to Buyer and its Affiliates, at law and equity.
4.05          Non-Use of Certain Names.  Within 60 days following the Closing, Buyer shall and shall cause its Affiliates (including the Companies and their Subsidiaries after the Closing) to cease using the term “Celadon” and any other word, expression or identifiers of source confusingly similar thereto or constituting an abbreviation, derivation or extension thereof, including removing, or causing to be removed, all such names, marks or logos from wherever they may appear on the Companies’ and their Subsidiaries’ assets, disposing of any unused stationery and literature of the Companies and their Subsidiaries bearing the such marks.  Immediately upon the Closing, Seller shall and shall cause its Affiliates to cease using the terms “A&S,” “Kinard,” “Hunt Valley,” and “Buckler,” and any other word, expression or identifiers of source confusingly similar thereto or constituting an abbreviation, derivation or extension thereof, including removing, or causing to be removed, all such names, marks or logos from wherever they may appear on the Companies’ and their Subsidiaries’ assets, disposing of any unused stationery and literature of the Companies and their Subsidiaries bearing the such marks. For the avoidance of doubt, Seller and its post-Closing Affiliates shall be permitted and the rights of Seller and its post-Closing Affiliates shall not be affected with respect to its and their right to use the term “Celadon” or any related term or combination thereof following the Closing.
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4.06          R&W Policy.  Buyer has obtained buyer-side transaction risk insurance policies underwritten by Everest Indemnity Insurance Company and AIG Specialty Insurance Company which are effective at Closing (collectively, the “R&W Policy”), insuring Buyer for certain Losses due to certain breaches of representations and warranties of Seller under Article 2, such policies in form reasonably satisfactory to Seller. At least 5 days prior to Closing, Buyer has provided Seller with the proposed R&W Policy coverage, exclusions, deductibles, limits, premiums, and other costs.  Notwithstanding anything in this Agreement to the contrary, Buyer and Seller shall each pay 50% of all costs and expenses related to the R&W Policy, including the total premium, underwriting costs, brokerage commissions, and Taxes related to such policy and fees and expenses of such policy.
4.07          Access to Books and Records.  Buyer shall, and shall cause the Companies and their Subsidiaries to, maintain until the seventh (7th) anniversary of the Closing Date, all books and records (including books of account, general, financial and operating records, invoices and other documents, records and files) relating to any of the Companies or their Subsidiaries or any asset or liability of the Companies or their Subsidiaries prior to the Closing Date in the manner such books and records are maintained immediately prior to the Closing Date. After the Closing, Buyer shall, and shall cause the Companies and their Subsidiaries to, provide Parent, Seller and their Representatives with access to, upon prior reasonable request, during regular business hours, (a) the officers and employees of the Companies and their Subsidiaries, (b) the books and records, and (c) reasonable cooperation and assistance, in each case, relating to the assets, liabilities or business of any of the Companies or their Subsidiaries prior to the Closing, including, without limitation, in connection with the audit or restatement of Parent’s historical financial statements, and Parent, Seller and their Representatives will have the right to make copies of such books and records and their sole expense. For purposes of this Section 4.07, “Representatives” means, in respect of any Person, such Person’s Affiliates and such Person’s and its Affiliates’ respective directors, officers, employees, and professional advisers, including, without limitation, legal and financial advisors and accountants.
4.08          Risk Retention Group.  Buyer acknowledges that the Companies and their Subsidiaries have been provided insurance coverage by Transportation Insurance Services Risk Retention Group, Inc., a South Carolina corporation (“TIS”), who is an intended third party beneficiary of this Section 4.08. As of 5:00 p.m. Eastern Time on March 28, 2019, the Companies and their Subsidiaries have outstanding with TIS the claims, subject to the associated reserves, each as set forth on Schedule 4.08. Buyer agrees that it will either (i) fund, pay and/or settle directly any Losses associated with the claims set forth on Schedule 4.08 and any other claims subject to insurance coverage provided by TIS occurring on or prior to the Closing (collectively, the “TIS Claims”), up to the applicable limits set forth on Schedule 4.08, or (ii) fully and timely fund (within two (2) Business Days of a written demand by TIS and prior to the payment by TIS of the underlying Loss) the TIS Claims, up to the applicable limits set forth on Schedule 4.08. In furtherance of the foregoing, (a) Buyer agrees that, in the event any Losses associated with the TIS Claims are not fully and timely funded as provided in the foregoing sentence, Buyer will promptly reimburse TIS, or will cause TIS to be promptly reimbursed, for any amount paid by TIS in respect of the TIS Claims and (b) Buyer will indemnify, defend, and hold TIS and Parent harmless from any Losses, directly or indirectly, to the extent based upon, relating to, incurred in connection with, resulting from, or with respect to the TIS Claims, including, without limitation, any failure of the Buyer to fully and timely fund any TIS Claim or reimburse TIS for any amount paid by TIS in respect of the TIS Claims in accordance with this Section.
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ARTICLE 5
INDEMNIFICATION
5.01          Survival.  All of the representations and warranties contained in Article 2 or Article 3 shall survive the Closing and remain in full force and effect until the date that is 18 months following the Closing Date; provided, further, that the representations set forth in Section 2.01 (Organization; Power and Authority), Section 2.02 (Enforceability), Section 2.03(a) and (b) (Authorization), Section 2.04(a) and (b) (Title; Capitalization), Section 2.05 (Brokerage and Expenses), Section 2.07 (Subsidiaries), Section 2.12 (Taxes), and Section 2.21(b) (Title to Assets) (collectively, the “Fundamental Representations”), and Section 2.16 (Employee Benefit Plans) and Section 2.19 (Environmental Matters) (together, the “Special Representations”) will remain operative and in full force and effect until the later of (a) the sixth anniversary of the Closing Date and (b) expiration of the applicable statute of limitations plus 60 days (each such date of expiration, as applicable, the “Survival Date”). Subject to the foregoing, all representations, warranties, covenants and obligations in this Agreement, and any other certificate or document delivered pursuant to this Agreement will survive the Closing for the applicable period (if specified), or until the expiration of the applicable statute of limitations, if such shorter period is required by applicable Legal Requirements). Notwithstanding anything to the contrary in this Agreement, no expiration of any representation, warranty, covenant or obligation in this Agreement or any other certificate or document delivered pursuant to this Agreement shall affect the rights of any Buyer Indemnitee under this Article 5 or otherwise to seek recovery of Losses arising out of fraud.
5.02       Indemnification.
(a)          From and after the Closing (but subject to the provisions of this Article 5), Seller and Parent, jointly and severally, shall indemnify Buyer, the Companies, Subsidiaries of the Companies, and each of Buyer’s and the Companies’ respective Affiliates and representatives (all such foregoing persons, collectively, the “Buyer Indemnitees”), and defend and hold the Buyer Indemnitees harmless from any Losses, directly or indirectly, whether or not due to a third-party claim, incurred or sustained by or imposed upon a Buyer Indemnitee, to the extent arising out of, based upon, relating to, incurred in connection with, resulting from or with respect to or by reason of any of the following:
(i)      any breach or inaccuracy of any representation or warranty made by Seller and Parent in this Agreement or the Disclosure Schedules, or contained in any certificate delivered to Buyer pursuant to any provision of this Agreement;
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(ii)     any breach of the covenants, obligations or agreements made by Seller and Parent in this Agreement;
(iii)    the Excluded Liabilities, Excluded Assets, and the Retained Real Property;
(iv)    any guaranty of any Indebtedness of any member of the Seller Group; and
(v)     any matter listed on Schedule 5.02(a)(v).
(b)          The indemnification provided for in Section 5.02(a) shall be subject to each of the following principles or qualifications:
(i)      All payments under this Section 5.02 shall be treated by the parties as an adjustment to the proceeds received by the indemnifying Seller and Parent pursuant to Article 1;
(ii)     Seller and Parent shall not have any liability with respect to the indemnification obligations under Section 5.02(a)(i) other than (A) the possible loss of the funds in the Indemnity Escrow Account and (B) an additional amount equal to the aggregate actually recovered from the R&W Policy (if any), except, in each case, in respect of (x) fraud, or (y) breach of a Fundamental Representation or Special Representation;
(iii)     Notwithstanding anything to the contrary in this Agreement, except for Losses arising from fraud, in no event shall Seller and Parent be liable for aggregate Losses resulting from breaches or inaccuracies of any of the Fundamental Representations in excess of the Final Aggregate Closing Consideration;
(iv)    Notwithstanding anything to the contrary in this Agreement, in no event shall Seller and Parent be liable for aggregate Losses resulting from breaches or inaccuracies of any of the Special Representations in excess of $50,000,000;
(v)    With the exception of Losses arising from a breach of or inaccuracy in any of the Fundamental Representations or fraud, no Losses shall be recoverable pursuant to Section 5.02(a)(i) unless the aggregate amount of all Losses for which claims are made pursuant to Section 5.02(a)(i) exceeds one percent (1%) of the Purchase Price, in which case the Buyer Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for the entire amount of such Losses (and not merely the portion of such Losses exceeding such amount), provided, however, that in respect of any breach of the representation made in Section 2.08(a) that the Financial Statements have been prepared in accordance with GAAP, no Loss shall count toward such 1% threshold unless (i) such Loss shall be in excess of $100,000; or (ii) all Losses in respect of such breaches shall exceed $500,000, in which case all such Losses shall count toward such threshold;
(vi)     Notwithstanding anything to the contrary in this Agreement, for purposes of determining whether there has been a breach of or inaccuracy in any representation, warranty, or covenant in this Agreement or for purposes of calculating any Losses with respect to a breach of or inaccuracy in any representation, warranty, or covenant in this Agreement, if any such representation, warranty or covenant is qualified by the use of the term “Material Adverse Effect” or by the word “material” or by any word formed from such words, then such representation or warranty shall be construed as if the word “material” (and such words formed therefrom) or the term “Material Adverse Effect” were not included in such representation, warranty or covenant;
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(vii)     Each Buyer Indemnitee shall use commercially reasonable efforts, to the extent required by applicable law, to mitigate all Losses of which Buyer has knowledge for which such Buyer Indemnitee is entitled to indemnification under this Agreement; and
(viii)    With respect to any claim for any breach of or inaccuracy in any of the representations and warranties of Seller or Parent pursuant to Section 5.02(a)(i), except in respect of fraud, the Buyer Indemnitees shall first pursue recovery from the Indemnity Escrow Account and under the R&W Policy, to the extent coverage is available, prior to seeking recovery from Seller or Parent.  The amount of any Loss that is subject to indemnification under this Article 5 shall be calculated net of the amount of any proceeds pursuant to a third-party insurance policy or from any indemnity, contribution or similar payment from a third-party, in each case to the extent actually received by Buyer with respect to such Loss (net of all amounts that are self-insured and the amount of any deductibles, co-payments, retro-premium obligations and premium increases attributable thereto, and all reasonable out-of-pocket costs of collection of any such proceeds). If a Buyer Indemnitee receives such insurance proceeds or indemnity, contribution or similar payments after being indemnified under this Article 5 with respect to some or all of such Losses, such Buyer Indemnitee shall pay to Seller the lesser of (A) the amount of such insurance proceeds or indemnity, contribution or similar payment (net of all amounts that are self-insured and the amount of any deductibles, co-payments, retro-premium obligations and premium increases attributable thereto, and all reasonable out-of-pocket costs of collection of any such proceeds), and (B) the aggregate amount paid by Seller to any Buyer Indemnitee with respect to such Loss. Buyer shall be obligated to use commercially reasonable efforts (consistent with the efforts it would use to obtain insurance proceeds on its own behalf) to obtain available insurance coverage with respect to any Losses; provided, however, that Buyer shall not be obligated to file suit or initiate litigation, mediation or any other proceeding with respect to such insurance coverage.  For the avoidance of doubt, Buyer shall have no obligation to seek recovery from any Person, other than insurance providers as discussed in the previous sentence.
(ix)      Anything to the contrary notwithstanding, Buyer Indemnitees shall have no right to recover under Section 5.02(a)(i) or otherwise for any Loss relating to any bodily injury, property damage, medical, or workers' compensation claim reserved on a Balance Sheet included in the Financial Statements.
5.03        Escrow.
(a)          The Indemnity Escrow Account shall be available to compensate Buyer Indemnitees for Losses pursuant to the indemnification obligations set forth in this Article 5.
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(b)          In accordance with the terms of the Escrow Agreement, on the next Business Day following the date that is 18 months after the Closing Date, the Escrow Agent shall pay and distribute out of the Indemnity Escrow Account (provided, that the Escrow Agent has received joint written instructions from Buyer and Seller), by wire transfer to Seller, an aggregate amount equal to the Indemnity Escrow Amount (together with any interest that may be earned thereon), less (x) any amounts which have been distributed from the Indemnity Escrow Account prior to such date and (y) any amounts for which Buyer Indemnitees shall have made a claim pursuant to the procedures set forth in this Article 5 and for which recovery shall not have been satisfied from the Indemnity Escrow Account (the “Outstanding Escrow Claims”).
(i)      As between the parties to this Agreement, if any term or provision of the Escrow Agreement conflicts with any term or provision of this Agreement, then the term or provision of this Agreement will control.  Buyer and Seller will each pay for 50% of the administrative fees of the Escrow Agent at the Closing.  All payments made from the Indemnity Escrow Account shall be treated by the parties as an adjustment to the proceeds received by Seller pursuant to Article 1 hereof.
(ii)     In the event that Buyer is determined to be entitled to a recovery of a Loss from the Escrow Account, Seller agrees to execute and deliver, at Buyer’s request, to the Escrow Agent joint written instructions within three Business Days after the determination with respect to such Loss is made, instructing the Escrow Agent to distribute to Buyer an amount equal to the lesser of (A) the amount of such Loss and (B) the amount remaining in the Escrow Account, in accordance with such joint written instructions.
(c)          For the avoidance of doubt, the Net Working Capital Escrow Account shall not be available to compensate Buyer Indemnitees for Losses pursuant to the indemnification obligations set forth in this Article 5 and shall be disbursed only as set forth in Section 1.02(h).
5.04       Expiration of Claims. The ability of Buyer Indemnitees to receive indemnification under Section 5.02(a)(i) shall terminate on the applicable Survival Date, unless a Buyer Indemnitee shall have incurred or reasonably expects to incur a Loss and makes either a written claim for indemnification pursuant to Section 5.02 or a written claim for receipt of proceeds from the Indemnity Escrow Account pursuant to Section 5.03, as applicable, on or prior to the applicable Survival Date.  If a Buyer Indemnitee has made either a written claim for indemnification pursuant to Section 5.02 or a written claim for receipt of proceeds from the Indemnity Escrow Account pursuant to Section 5.03, as applicable, on or prior to the applicable Survival Date, such claim, if then unresolved, shall not be extinguished by the passage of the applicable Survival Date.
5.05       Procedures Relating to Indemnification.
(a)          In order for a Buyer Indemnitee (such Buyer Indemnitee, the “Claiming Party”) to be entitled to indemnification under this Agreement in respect of a claim or demand made by any Person against the Claiming Party (a “Third Party Claim”), such Claiming Party shall promptly notify Seller and Parent (the “Defending Party”) in writing of the Third Party Claim after receipt by such Claiming Party of notice of the Third Party Claim; provided that failure to give such notification on a timely basis shall not affect the indemnification obligations of Seller or Parent provided hereunder except to the extent the Defending Party shall have been actually and materially prejudiced as a result of such failure.  Thereafter, the Claiming Party shall promptly deliver to the Defending Party after the Claiming Party’s receipt thereof, copies of all material notices and documents (including court papers) received by the Claiming Party from the Person making the Third Party Claim.
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(b)          If a Third Party Claim is made against a Claiming Party, the Defending Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with recognized counsel selected by the Defending Party and approved by the Claiming Party (such approval not to be unreasonably withheld, conditioned or delayed), so long as the requirements of this Section 5.05(b) remain true: (i) the Defending Party notifies the Claiming Party within 15 days after the Claiming Party has given written notice of a Third Party Claim to the Defending Party that the Defending Party acknowledges that the Third Party Claim is a claim or demand which the Defending Party must indemnify the Claiming Party against pursuant to this Article V and that the Defending Party is assuming the defense of such Third Party Claim; and (ii) the Defending Party conducts the defense of the Third Party Claim in an active and diligent manner; provided that the Defending Party shall not be entitled to assume the defense (unless otherwise agreed to in writing by the Claiming Party) if (x) the Third Party Claim relates to any criminal proceeding, action, indictment, allegation or investigation, or (y) the Third Party Claim seeks any relief other than monetary damages in an amount not in excess of the amount then remaining in the Indemnity Escrow Account as to which no Outstanding Escrow Claims are pending or the insurer under the R&W Policy has accepted defense.  Should a Defending Party so elect to assume the defense of a Third Party Claim, the Defending Party shall not be liable to the Claiming Party for legal expenses subsequently incurred by the Claiming Party in connection with the defense thereof unless (i) the employment of separate counsel shall have been authorized in writing by the Defending Party in connection with the defense of such Third Party Claim or (ii) the Claiming Party’s counsel shall have advised the Claiming Party in writing, with a copy delivered to the Defending Party, that there is a conflict of interest that would make it inappropriate under applicable standards of professional conduct to have common counsel.  If the Defending Party assumes such defense, the Claiming Party shall have the right to participate in the defense thereof and to employ counsel, at the Defending Party’s expense, separate from the counsel employed by the Defending Party, it being understood, however, that the Defending Party shall control such defense (including any settlement with respect thereto); provided, however, that the Defending Party shall obtain the prior written consent of the Claiming Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement, compromise,  admission or acknowledgement of the validity of the Third Party Claim if such resolution would involve anything other than the payment of monetary damages in an amount not in excess of the amount then remaining in the Indemnity Escrow Account as to which no Outstanding Escrow Claims are pending or if such resolution does not include an unconditional provision whereby the plaintiff or claimant in the matter releases the Claiming Party and all of its Affiliates and representatives from all liability with respect thereto.  If the Defending Party chooses to defend any Third Party Claim, then all the parties hereto shall cooperate in the defense or prosecution of such Third Party Claim, including by retaining and (upon the Defending Party’s request) providing to the Defending Party all records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder; provided, that such cooperation will not unduly disrupt the operations of the business of such Claiming Party or any of its Affiliates or cause such Claiming Party to waive any statutory or common law privileges, breach any confidentiality obligations owed to third parties or otherwise cause any confidential information of such Claiming Party or any of its Affiliates to become public to any greater extent than if the Claiming Party or the R&W Insurer handled such defense (and the parties agree to enter into a customary “common defense” or similar agreement if necessary).  For the avoidance of doubt, if Seller or Parent assumes the defense of a Third Party Claim pursuant to this Section 5.05 as the Defending Party, all costs and expenses incurred by Seller or Parent in connection with the defense of such Third Party Claim shall be borne by Seller or Parent and shall not be reimbursed from the Escrow Account.  Whether or not Seller or Parent shall have assumed the defense of a Third Party Claim as the Defending Party, neither Buyer nor any of its Affiliates shall admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of Seller or Parent (which shall not be unreasonably withheld, conditioned or delayed), except with respect to any Third Party Claim (i) that seeks the issuance of an injunction, the specific election of an obligation or similar remedy, (ii) that seeks damages in excess of the amount then remaining in the Indemnity Escrow Account as to which no Outstanding Escrow Claims are pending or (iii) the subject matter of which relates to the ongoing business of the Claiming Party or any of its Affiliates, which Third Party Claim, if decided against such Claiming Party, would materially affect the ongoing business or reputation of such Claiming Party or any of its Affiliates, which Third Party Claims the Claiming Party will be entitled to settle in its sole discretion.
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(c)          In any case in which a Buyer Indemnitee seeks indemnification under this Agreement not arising out of a Third Party Claim, Buyer Indemnitee shall notify Seller or Parent reasonably promptly in writing of any Losses that such Buyer Indemnitee claims are subject to indemnification under the terms of this Agreement.  The notice shall describe the indemnification sought in reasonable detail to the extent known, and shall indicate the amount (estimated, if necessary, and if then estimable) of the Loss that has been or may be suffered.  Subject to the limitations set forth in Section 5.02(b) and the provisions of this Section 5.05, the failure of such Buyer Indemnitee to exercise promptness in such notification shall not amount to a waiver of such claim unless and only to the extent that the resulting delay actually materially and adversely prejudices the position of Seller or Parent with respect to such claim.
5.06          Determination of Loss Amount.  No Person shall be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity hereunder more than once in respect of any one Loss or related group of Losses.
5.07          Resolution of Objections to Claims.
(a)          If Seller or Parent raises bona fide good faith objections in writing to any claim or claims by a Buyer Indemnitee made pursuant to Section 5.05 within 30 days of Seller’s or Parent’s receipt of notice of such claim, Buyer, Seller and Parent shall attempt in good faith for 30 days after Buyer’s receipt of such written objection to resolve such objection.  If Buyer, Seller, and Parent shall so agree and Buyer has elected to collect reimbursement for such claim from the Escrow Account, joint written instructions setting forth such agreement shall be prepared and signed by both parties and delivered to the Escrow Agent.  The Escrow Agent shall be entitled to conclusively rely on any such memorandum and the Escrow Agent shall distribute immediately available funds from the Indemnity Escrow Account in accordance with the terms of such joint written instructions.
(b)          If no such agreement can be reached during the 30 day period for good faith negotiation, but in any event upon the expiration of such 30 day period, either Buyer or Seller/Parent may bring suit to resolve the matter in accordance with Section 7.12.
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5.08          Sole and Exclusive Remedy. Except as specifically provided elsewhere in this Agreement (including in Section 1.02 and Section 4.01), this Article 5 sets forth the sole and exclusive remedy with respect to any and all rights, claims and causes of action Buyer may have against Seller or Parent relating to the subject matter of this Agreement and the transactions contemplated hereby, whether arising under or based upon any law or otherwise (including any right, whether arising at law or in equity, to seek indemnification, contribution, cost recovery, damages, or any other recourse or remedy, including as may arise under common law).  Notwithstanding the foregoing or any other provision of this Agreement to the contrary, the liability of Seller or Parent under this Article will be in addition to, and not exclusive of, (a) any other liability that such Person may have at law or equity due to the fraud of such Person; and (b) any equitable relief to which a Person may be entitled relating to the breach of any covenant or agreement contained in this Agreement or the other Transaction Documents.
ARTICLE 6
DEFINITIONS
6.01          Definitions.
For purposes hereof, the following terms, when used herein with initial capital letters, shall have the following meanings.
(a)           “ACA” has the meaning set forth in Section 2.16(e)(iii).
(b)          Accounts Receivable” has the meaning set forth in Section 2.09.
(c)          Affiliate” of any particular Person means any other Person controlling, controlled by or under common control, directly or indirectly, with such particular Person, where control may be by either management authority or equity interest.
(d)          “Affiliated Transactions” has the meaning set forth in Section 2.21.
(e)          Aggregate Closing Consideration” has the meaning set forth in Section 1.02(a).
(f)          “Aggregate Consideration” means an amount equal to the result of (i) the Purchase Price, minus (ii) the actual amount of Indebtedness paid on behalf of the Companies at Closing pursuant to Section 1.01(b)(i)(C), plus (iii) the actual amount of Cash on Hand (which may be a negative number) as of 11:59 p.m. Eastern time on the day prior to the Closing Date, plus or minus, as appropriate, (iv) the amount, if any, by which actual Net Working Capital as of 11:59 p.m. Eastern  time on the day prior to the Closing Date exceeds the Net Working Capital Surplus Threshold or the amount, if any, by which the actual Net Working Capital as of 11:59 p.m. Eastern time on the day prior to the Closing Date is less than the Net Working Capital Deficit Threshold.
(g)          Agreement” has the meaning set forth in the Preamble.
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(h)          “Amendment Items” means, with respect to Seller’s and Parent’s previously filed consolidated Tax Returns, and all modifications, amendments and supplements thereto to, in connection with Parent’s restatement of financial statements for fiscal years ended June 30, 2014, 2015, 2016, and 2017, as well any amendments related to Seller’s or Parent’s intent to recognize certain Research and Development Tax Credits, Industry Specific Sales and Excise Tax Refunds, Increased Work Opportunity Tax Credits (and the ELEVATE program), New Disaster Zone Tax Credits, Investment Tax Credits, and Foreign Tax Credits, as well as additional Employment Tax Incentives or other Tax incentives identified.
(i)          Anti-Kickback Statutes” has the meaning set forth in Section 2.27.
(j)          Benefit Program or Agreement” has the meaning set forth in Section 2.16(a)(ii).
(k)          “Business” has the meaning set forth in Section 2.08(a)(iv).
(l)          Business Day” means any day, other than a Saturday, a Sunday or any other day on which banks located in New York, New York are closed for business as a result of federal, state or local holiday.
(m)         Business Employees” has the meaning set forth in Section 2.23(a).
(n)          Buyer” has the meaning set forth in the Preamble.
(o)          Buyer Indemnitees” has the meaning set forth in Section 5.02.
(p)          Buyer Prepared Returns” has the meaning set forth in Section 4.01(a).
(q)          “Carrier Selection Requirements” has the meaning set forth in Section 2.13(c).
(r)          Cash on Hand” means, as of a particular time of determination, the Companies’ and their Subsidiaries’ cash (but not including cash deposited as collateral for letters of credit, customer or employee deposits or other restricted cash) and cash equivalents reflected on the general ledger(s) of the Companies and their Subsidiaries, net of any bank overdrafts as adjusted for any deposits in transit, any outstanding checks and ACH and other proper reconciling items, all as determined in accordance with GAAP.
(s)          Claiming Party” has the meaning set forth in Section 5.05(a).
(t)          Closing” has the meaning set forth in Section 1.03.
(u)          Closing Date” has the meaning set forth in Section 1.03.
(v)          Closing Statement” has the meaning set forth in Section 1.02(c).
(w)          Code” means the Internal Revenue Code of 1986, as amended.
(x)          “Committed Trucking Services” means the provision of dry van or refrigerated truckload transportation services under Contracts (commonly referred to as "committed volumes" Contracts) where customer contractually commits to specific (i) volumes (i.e. number of loads), and (ii) rates.
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(y)          Commonly Controlled Entity” has the meaning set forth in Section 2.16(c).
(z)          Companies” has the meaning set forth in the Recitals.
(aa)        Company Group” means the Companies, their Subsidiaries, and each of their respective individual, joint or mutual, past, present and future officers, directors, stockholders, members, managers, joint venturers, partners and employees, and all of the foregoing persons’ predecessors, successors, assigns, agents and representatives (in each case, other than Seller).
(bb)         Company Intellectual Property” has the meaning set forth in Section 2.14(c).
(cc)         Company Software” means all proprietary computer programs, operating systems, applications, firmware and other code designed, created, developed, or modified by or on behalf of Companies or their Subsidiaries, including any and all software implementation of algorithms, models and methodologies (whether in source code, object code or other form), databases, compilations, descriptions, flow-charts and other work product to design, plan,  organize and develop any of the foregoing screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons, and icons, and all documentation, including user manuals and other training documentation, related to any of the foregoing.
(dd)         Computer Systems” means computers and related equipment including central processing units and other processors (e.g. microprocessors and embedded processors), controllers, modems, communications and telecommunications equipment (e.g. voice, data, video), cables, storage devices, printers, terminals, other peripherals and input and output devices, and other tangible mechanical and electronic equipment intended for the input, output, storage, communication, and retrieval of information and data.
(ee)          Contract” means any written or oral agreement, contract, instrument, commitment, obligation, promise or undertaking of any nature (including leases, licenses, mortgages, notes, guarantees, sublicenses, subcontracts, letters of intent, and purchase orders) that is legally binding, whether express or implied.
(ff)           “Dedicated Trucking Services” means the provision of dry van or refrigerated truckload (provided, that for the auto parts delivery business referred to in Section 4.04(a)(ii), also including “co-load” shipments from multiple auto manufacturers) transportation services under Contracts with the following minimum terms (commonly referred to as “dedicated” Contracts): (i) minimum base term of two (2) years; (ii) customer contractually commits to rates and volumes; and (iii) service provider contractually commits to provide a specified number of (x) tractors and trailers or (y) straight trucks, and service levels during the term.
(gg)          Defending Party” has the meaning set forth in Section 5.05(a).
(hh)          Disclosure Schedules” means the disclosure schedules delivered by Seller concurrently with the execution and delivery of this Agreement.
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(ii)           “Electronic Delivery” has the meaning set forth in Section 7.16.
(jj)          Environmental Claim” means any claim, order, directive, decree, Proceeding, loss, cost, expense, liability, penalty or damage arising, incurred or otherwise asserted pursuant to any Environmental Law.
(kk)         “Environmental Law” means any and all Legal Requirements pertaining to prevention of pollution, protection of the environment (including natural resources), remediation of contamination or restoration of environmental quality, or workplace health or safety.
(ll)            “Environmental Permit” means any permit, license, registration, approval or other similar form of authorization required pursuant to Environmental Laws.
(mm)        “Equity Interests” has the meaning set forth in the Preamble.
(nn)          ERISA” has the meaning set forth in Section 2.16(a)(i).
(oo)          Escrow Agent” means US Bank, National Association, in its capacity as escrow agent.
(pp)          Escrow Agreement” has the meaning set forth in Section 1.01(b)(i)(B).
(qq)          Estimated Aggregate Closing Consideration” has the meaning set forth in Section 1.02(b).
(rr)           Exchange Act” means the Securities Exchange Act of 1934, as amended.
(ss)           “Excluded Assets” means the items set forth on Schedule 6.01(qq).
(tt)           Excluded Liabilities” means (a) any amounts required to pay any Indebtedness not paid at or prior to the Closing and not taken into account in determining the Final Aggregate Closing Consideration pursuant to Section 1.02 and (b) any Seller Taxes.
(uu)          “FCPA” has the meaning set forth in Section 2.27(b).
(vv)          FHWA” has the meaning set forth in Section 2.24(c).
(ww)        Final Aggregate Closing Consideration” has the meaning set forth in Section 1.02(g).
(xx)          Financial Statements” has the meaning set forth in Section 2.08(a)(ii).
(yy)          “Flatbed Trucking Services” means the provision of transportation services that may not require to be loaded in the enclosure of a dry van trailer, cannot be loaded or unloaded from a dock or does not fit within the dimensions of standard truck trailers, and include oversized and specialty hauling transportation services.
(zz)          FMCSA” has the meaning set forth in Section 2.24(c).
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(aaa)          Fundamental Representations” has the meaning set forth in Section 5.01.
(bbb)          GAAP” means accounting principles generally accepted in the United States.
(ccc)          Governmental Authority” means any federal, state, tribal, local, municipal or foreign government, political subdivision, legislature, court, agency, department, bureau, commission or other governmental, arbitration or regulatory authority, body or instrumentality.
(ddd)          Hazardous Substance” means and includes each substance or material defined, designated or classified as a hazardous waste, hazardous substance, hazardous material, solid waste, pollutant, contaminant or toxic substance under any Environmental Law, and any petroleum or petroleum products.
(eee)          “Historical Financial Statements” has the meaning set forth in Section 2.08(a)(i).
(fff)            Indebtedness” means, without duplication and exclusive of (x) any liability included or reflected in the determination of Net Working Capital or (y) any Transaction Expenses taken into account in the determination of the Aggregate Closing Consideration or the Final Aggregate Closing Consideration, any of the following and whether or not then due and payable:  (i) the unpaid principal amount, together with any related unpaid accrued interest and prepayment premiums or penalties (and other penalties, fees, expenses and breakage costs), of all indebtedness of the Companies and their Subsidiaries, whether or not represented by bonds, debentures, notes or other securities, including, without limitation, any amounts owed to the Seller Group, (ii) all deferred obligations of the Companies and their Subsidiaries for the payment of the purchase price of property or capital assets purchased, (iii) obligations of the Companies and their Subsidiaries to pay rent or other payment amounts under a lease of real or personal property which is classified and accounted for as a capital lease in the Companies’ historical financial statements, (iv) any outstanding reimbursement obligation of the Companies and their Subsidiaries with respect to letters of credit, bankers’ acceptances or similar facilities issued for the account of the Companies or a Subsidiary thereof pursuant to which the applicable bank or similar entity has paid thereunder obligations for which the Companies or a Subsidiary thereof is required to repay, (v) any payment obligation of the Companies and their Subsidiaries under any currency, commodity or interest rate swap agreement, forward rate agreement, interest rate cap or collar agreement or other financial agreement or arrangement entered into for the purpose of limiting or managing interest rate risks, (vi) all indebtedness secured by any Lien existing on property owned by the Companies or a Subsidiary thereof, whether or not indebtedness secured thereby shall have been assumed, (vii) all guaranties, endorsements, assumptions and other contingent obligations of the Companies and their Subsidiaries in respect of, or to purchase or to otherwise acquire, indebtedness of others the repayment of which is guaranteed by the Companies or a Subsidiary thereof, (viii) all other short-term and long-term liabilities of the Companies and their Subsidiaries for borrowed money, (ix) all outstanding or potential claims, obligations, and liabilities relating to mergers, reorganizations, asset purchases, equity purchases, or similar activity prior to the Closing and relating to the Companies and their Subsidiaries, (x) all liabilities relating to the A&S Agency Business, (xi) all owner operator escrow amounts for which cash has been received; (xii) liabilities and obligations relating to the Excluded Assets, Excluded Liabilities, and Retained Real Property; and (xiii) any outstanding bonus amounts payable to David Buckler. Anything to the contrary in this Agreement notwithstanding, any lease accounted for as an operating lease in the historical financial statements of the Companies shall not be deemed to be Indebtedness for any purpose, regardless of whether such lease should have been accounted for as a capital lease under GAAP.
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(ggg)          “Indemnity Escrow Account” has the meaning set forth in Section 1.01(b)(i)(B).
(hhh)          “Indemnity Escrow Amount” has the meaning set forth in Section 1.01(b)(i)(B).
(iii)             “Independent Accountants” means such independent accountants as Seller and Buyer may mutually agree.
(jjj)            Insurance Policies” has the meaning set forth in Section 2.17.
(kkk)         Intellectual Property” means any or all intellectual property arising under the laws of any jurisdiction or international treaty, and all rights arising out of or association therewith, throughout the world, including:  (i) all patents and applications therefor and all reissues, divisions, renewals, extensions, provisional, continuations and continuations-in-part thereof, including any design patents, industrial designs, and equivalent or similar statutory rights in inventions (whether patentable or not), invention disclosures, or improvements; (ii) trade secrets, know-how, and rights in proprietary information including but not limited to methods, processes, tools, techniques, discoveries, improvements, technology, business and technical data and information, data compilations and collections, and customer lists; (iii) all copyrights, copyright registrations and applications therefor, database rights and all other rights in works of authorship, whether or not copyrightable, including moral rights; (iv) all trade names, trademarks and service marks, trademark and service mark registrations and applications therefor, trade dress, protectable product configuration,  logos, slogans, and other identifiers of source, whether at common law or statutory, and all goodwill associated with any of the foregoing items; and (v) internet domain names and social media account or user names (including “handles”), whether or not trademarks, all associated web addresses, URLs, websites and web pages, social media accounts and pages, and all content and data thereon or relating thereto, whether or not copyrightable.
(lll)             Interim Financial Statements” has the meaning set forth in Section 2.08(a)(ii).
(mmm)       “Interim Historical Financial Statements” has the meaning set forth in Section 2.08(a)(i).
(nnn)          Latest Balance Sheet” has the meaning set forth in Section 2.08(a)(ii).
(ooo)          “Latest Historical Balance Sheet” has the meaning set forth in Section 2.08(a)(i).
(ppp)          Legal Requirements” means any federal, state, tribal, foreign, local, municipal or other statute, constitution, ordinance, code, edict, decree, rule, regulation, ruling, or requirement issued, enacted, adopted, promulgated, implemented, or otherwise put into effect by or under the authority of any Governmental Authority and any Orders applicable to the Companies, their Subsidiaries, or to any of their assets, properties, or businesses, but in any event excluding common law principles and judicial decisions not involving the Companies or any of their Subsidiaries.
(qqq)          Leased Real Property” has the meaning set forth in Section 2.11(b).
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(rrr)          Liens” means any charge, claim, community or other marital property interest, lien, license, option, mortgage, deed of trust, security interest, pledge, right of way, easement, encroachment, servitude, encumbrance, right of first offer or first refusal, buy/sell agreement, and any other restriction or covenant with respect to, or condition governing the use, construction, voting (in the case of any security or equity interest), transfer, receipt of income or exercise of any other attribute of ownership.
(sss)          Loss” means any loss, liability, obligation, claim, action, suit, proceeding, hearing, investigation, charge, complaint, demand, Order, ruling, damages (including incidental and consequential damages to the extent they are a reasonably foreseeable result of the underlying breach or other matter), dues, penalty, fine, sanction, costs (including the allocable portion of an indemnitee’s internal costs and investigation, remedial and corrective action costs), third-party costs, Orders, amounts paid in settlement, expense (including costs of investigation and defense and reasonable attorneys’ fees, accountants’ fees and fees of other professional advisors and of expert witnesses), tax or lien whether or not involving a third-party claim; provided, that “Loss” shall not include (i) any incidental or consequential damages except to the extent any such damages were a reasonably foreseeable result of the underlying breach or other matter or (ii) any punitive, special, or exemplary damages or damages that are based on a “multiple of earnings,” except to the extent any such damages are payable to a third party.
(ttt)          “Material Adverse Effect” means any fact, circumstance, event, change, effect or occurrence that, individually or in the aggregate with all other facts, circumstances, events, changes, effects and occurrences has been, or reasonably would be expected to be materially adverse to the condition (financial or otherwise), prospects, assets (including intangible assets), liabilities (taken together), business or results of operations of such Person and its Subsidiaries, taken as a whole, but shall exclude any change, effect or occurrence to the extent primarily arising or resulting from any change in general business or economic conditions, or in the industry in which the Companies and their Subsidiaries operate, that does not disproportionately affect the Companies and their Subsidiaries, taken as a whole, as compared to other Persons in such industry, and will also exclude any change, effect, or occurrence to the extent arising or resulting from:  (i) national or international political or social conditions, including engagement by the United States in hostilities, whether or not pursuant to a declaration of a national emergency or war, or any escalation thereof, or the occurrence of any military or terrorist attack upon the United States or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment, or personnel of the United States, (ii) changes in GAAP, (iii) changes in financial, banking or securities markets (including any disruption thereof and any decline in the price of any security or any market index), (iv) changes in Legal Requirements or any interpretation thereof (except, in the case of the foregoing clauses (i), (ii), (iii) and (iv), to the extent there is a disproportionate effect on the Companies and their Subsidiaries as compared to comparable Persons in the industry in which the Companies and their Subsidiaries operate), (v) disclosure of the transactions contemplated by this Agreement, or (vi) the taking of any action required by this Agreement and the other agreements contemplated hereby.
(uuu)          Material Contract” has the meaning set forth in Section 2.13(a).
(vvv)          “Material Customers” has the meaning set forth in Section 2.28.
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(www)       “Net Working Capital Escrow Account” has the meaning set forth in Section 1.01(b)(i)(C).
(xxx)          “Net Working Capital Escrow Amount” has the meaning set forth in Section 1.01(b)(i)(C).
(yyy)          Net Working Capital” means the amount calculated by subtracting the current liabilities of the Companies and their Subsidiaries from the current assets of the Companies and their Subsidiaries taken as a whole  presented on a carve-out basis (but not including any intercompany items for assets and liabilities) determined in accordance with the methodology set forth in Schedule 6.01(ttt) and consistent in all material respects with the methodology used in the preparation of the Financial Statements, consistently applied, as of 11:59 p.m. Eastern time on the day prior to the Closing Date. For the avoidance of doubt, (i) current assets shall exclude any positive Cash on Hand and balances in accounts receivable and prepaid expenses and other current assets related to the A&S Agency business, and (ii) current liabilities shall exclude Indebtedness, unamortized tire expense, balances in accounts payable and accrued expenses related to the A&S Agency business, and any negative Cash on Hand, but shall include reserves for general insurance liability and workers compensation as well as vacation pay earned but not vested.  Net Working Capital will not include any purchase accounting adjustments required under GAAP.  To the extent any Transaction Expenses are incurred or paid by or on behalf of the Companies or their Subsidiaries after 11:59 p.m. Eastern time on the day prior to the Closing Date, such items in the amount incurred or paid by or on behalf of the Companies or their Subsidiaries shall be included as a current liability in the calculation of Net Working Capital as of 11:59 p.m. Eastern time on the day prior to the Closing Date unless such items are included in the calculation of Aggregate Closing Consideration, it being the intent of the parties that no component of Indebtedness or Transaction Expenses be duplicated in the calculation of Aggregate Closing Consideration.
(zzz)          “Net Working Capital Deficit Threshold” means an amount equal to (a) the Net Working Capital Target minus (b) $200,000.
(aaaa)         Net Working Capital Surplus Threshold” means an amount equal to (a) the Net Working Capital Target plus (b) $200,000.
(bbbb)        Net Working Capital Target” means an amount equal to $9,971,000.
(cccc)        “New Leases” has the meaning set forth in Section 1.04(i).
(dddd)       Notice of Disagreement” has the meaning set forth in Section 1.02(d).
(eeee)        Offer Letters” has the meaning set forth in Section 1.04(i).
(ffff)           “Open Source Code” means free or open source software and includes those components of software which qualify as public domain software or are licensed as Shareable freeware or open source software. “Shareable freeware” is copyrighted computer software which is made available to the general public for use free of charge, for an unlimited time, without restrictions on field of use or redistribution.  “Open source software” includes software licensed or distributed under a license that, as a condition of use, modification, or distribution of the software:  (i) requires that such software or other software distributed or combined with the software be disclosed or distributed in source code form, licensed for the purpose of making derivative works, or redistributable at no charge, or (ii) otherwise imposes a limitation, restriction, or condition on the right of the Companies or their Affiliates to use, modify, or distribute all or part of a proprietary software program or to enforce an Intellectual Property right of the Companies or their Affiliates.  Open Source Code includes software code that is licensed under any license that conforms to the Open Source Initiative’s definition of open source software in effect as of the date of this Agreement, and any versions of the GNU General Public License, GNU Lesser General Public License, Mozilla License, Common Public License, Apache License, BSD License, MIT License, Artistic License, Sub Community Source License or similar license.
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(gggg)          Options” means all options, warrants, or other rights to acquire equity interests of the Companies or any of their Subsidiaries.
(hhhh)          Order” means any award, decision, injunction, judgment, settlement, writ, order, ruling, or verdict entered, issued, made, or rendered by any court, administrative agency or other Governmental Authority or by any arbitrator.
(iiii)              Organizational Documents” means (i) the articles or certificate of incorporation and the bylaws of a corporation; (ii) the limited liability company or operating agreement and certificate of formation or articles of organization of a limited liability company; (iii) the partnership agreement and any statement of partnership of a general partnership; (iv) the limited partnership agreement and the certificate of limited partnership or articles of limited partnership of a limited partnership; (v) any charter or similar document adopted or filed in connection with the creation, formation, or organization of a Person, and (vi) any amendment to any of the foregoing.
(jjjj)             Outstanding Escrow Claims” has the meaning set forth in Section 5.03(b).
(kkkk)         Overpayment” has the meaning set forth in Section 1.02(h).
(llll)              Owned Intellectual Property” has the meaning set forth in Section 2.14(a).
(mmmm)      “Owned Real Property” has the meaning set forth in Section 2.12(a).
(nnnn)          “Parent” has the meaning set forth in the preamble.
(oooo)         Payoff Letters” has the meaning set forth in Section 1.04(f).
(pppp)         Permit” means any permit, license, registration, consent, certification, exemption, variance, filing, approval or other authorization required under any Legal Requirement or issued by any Governmental Authority.
(qqqq)         Person” means an individual, a partnership, a corporation, a limited liability company, an association or a joint stock company, a trust, a joint venture, an unincorporated organization and a Governmental Authority.
(rrrr)             Plan” has the meaning set forth in Section 2.16(a)(i).
59

(ssss)          Post‑Closing Period” means any Tax period beginning and ending after the Closing Date.
(tttt)            “Pre‑Closing Period” means any Tax period ending on or before the Closing Date.
(uuuu)         Proceeding” means any action, suit (whether civil, criminal, administrative, investigative or informal), proceeding, litigation, audit, claim (including cargo claims), complaint, charge, inquiry, hearing, investigation, arbitration, or mediation before or by a Governmental Authority or any arbitrator or arbitration panel or any mediator or mediation panel or otherwise formally made or ongoing.
(vvvv)          Purchase Price” has the meaning set forth in Section 1.02(a).
(wwww)       R&W Policy” has the meaning set forth in Section 4.06.
(xxxx)          “Real Property Leases” has the meaning set forth in Section 2.11(b).
(yyyy)          Registered Intellectual Property” has the meaning set forth in Section 2.14(a).
(zzzz)           “Related-Party Real Property” has the meaning set forth in Section 2.11(d).
(aaaaa)        “Release” means any depositing, spilling, leaking, pumping, pouring, placing, emitting, discarding, abandoning, emptying, discharging, migrating, injecting, escaping, leaching, seeping, dumping, or disposing.
(bbbbb)       “Representatives” has the meaning set forth in Section 4.07.
(ccccc)        “Restricted Territory” means Pennsylvania east of Altoona, Maryland, Delaware, New York, New Jersey, Connecticut, Massachusetts, Rhode Island, Vermont, New Hampshire, and Maine.
(ddddd)       “Retained Real Property” has the meaning set forth in Section 2.11(e).
(eeeee)        Rolling Stock” means all tractors and trailers owned or leased by the Companies or any of their Subsidiaries for use in the business of the Companies or any of their Subsidiaries.
(fffff)            “Rolling Stock Lease” has the meaning set forth in Section 1.04(q).
(ggggg)        “SEC” means the Securities and Exchange Commission.
(hhhhh)        “Securities Act” means the Securities Act of 1933, as amended.
(iiiii)             Seller” has the meaning set forth in the Preamble.
(jjjjj)           Seller Group” means Seller and Parent, each of their controlled Affiliates, each of the respective individual, joint or mutual past, present, and future officers, directors, members, managers and partners of any of the foregoing persons, and all of the foregoing persons’ predecessors, successors, assigns, agents and representatives.
60

(kkkkk)          “Seller Prepared Returns” has the meaning set forth in Section 4.01(a).
(lllll)                Seller Released Claims” has the meaning set forth in Section 4.03(a).
(mmmmm)      Seller Taxes” means any and all Taxes imposed on Buyer, the Companies or any Subsidiaries of the Companies or for which Buyer, the Companies, or any Subsidiaries of the Companies may otherwise be liable (i) for any Pre-Closing Period and for the portion of any Straddle Period ending on the Closing Date (as determined under Section 4.01); (ii) resulting from a breach by Seller of the covenants set forth in Section 4.01; (iii) of any member of any consolidated group of which Seller, the Companies or any Subsidiaries of the Companies (or any predecessor of Seller, the Companies or their Subsidiaries) is or was a member on or prior to the Closing Date by reason of Treasury Regulation Section 1.1502-6(a) or any analogous or similar foreign, state, or local Legal Requirements; or (iv) of any other Person for which Seller, the Companies or any of their Subsidiaries is or has been liable as a transferee or successor, by contract or otherwise, which Taxes relate to an event or transaction occurring prior to the Closing.
(nnnnn)          Seller’s Knowledge” or words of similar import means the actual knowledge (after reasonable inquiry) of each of Danielle Baublitz, Jordan Brouillette, Toby Buterbaugh, Tim Carrigan, Ken Kennedy, Kathryn Wouters, Elliot Eckard, Gary Franz and Paul Svindland.
(ooooo)        “Special Representations” has the meaning set forth in Section 5.01.
(ppppp)        Straddle Period” means any Tax period beginning before and ending after the Closing Date.
(qqqqq)        Subsidiary” or “Subsidiaries” means, with respect to any Person, any corporation, partnership, limited liability company, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, limited liability company, association or other business entity (other than a corporation), a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof.  For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a partnership, limited liability company, association or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of such partnership’s, limited liability company’s, association’s or other business entity’s gains or losses or shall be or control the managing director, managing member, general partner or other managing Person of such partnership, limited liability company, association or other business entity. The term “Subsidiary” shall include all Subsidiaries of such Subsidiary.
(rrrrr)            Supplier” has the meaning set forth in Section 4.04(e).
(sssss)          Survival Date” has the meaning set forth in Section 5.01.
61

(ttttt)          Tax” or “Taxes” means (i) any taxes, assessments, fees, unclaimed property and escheat obligations and other governmental charges imposed by or under Legal Requirements, including income, profits, gross receipts, net proceeds, alternative or add on minimum, ad valorem, value added, turnover, sales, use, property, personal property (tangible and intangible), environmental, stamp, leasing, lease, user, excise, duty, franchise, capital stock, transfer, registration, license, withholding, social security (or similar), unemployment, disability, payroll, employment, social contributions, fuel, excess profits, occupational, premium, windfall profit, severance, estimated, or other charge in the nature of taxes of any kind whatsoever, including any interest, penalty or addition thereto; and (ii) any liability for the payment of any amounts of the type described in clause (i) as a result of being a member of a consolidated group for any period; and (iii) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of the operation of law or any express or implied obligation to indemnify any other person.
(uuuuu)          Tax Proceeding” has the meaning set forth in Section 4.01(h).
(vvvvv)          Tax Returns” means any return, declaration, claim for refund, report, information return or other document relating to Taxes (including Form 1099 and Form 1096), including any schedule or attachment thereto, and including any amendment thereof.
(wwwww)     Technology” means all the prototypes, devices, drawings, specifications, lab notebooks, manuals, databases, equipment, files, technical memoranda, invention disclosures, patent application files, research studies, testing data, plans, files, formulas, computer programs, data and information, quality control records and procedures, research and development files containing, embodying or revealing trade secrets, know-how or other Intellectual Property.
(xxxxx)          Third Party Claim” has the meaning set forth in Section 5.05(a).
(yyyyy)          Transaction Documents” means each of this Agreement, the Escrow Agreement, the Offer Letters, the New Leases, and each other agreement, certificate, instrument and document referred to herein or therein or delivered pursuant hereto or thereto.
(zzzzz)           Transaction Expenses” means the aggregate fees and expenses incurred by the Companies, the Subsidiaries of the Companies, and Seller in connection with the negotiation of this Agreement, the performance of their obligations hereunder, and the consummation of the Transactions to the extent payable by the Companies or any of their Subsidiaries and unpaid as of Closing and whether or not accrued before or after Closing, including, without limitation, (i) all investment banking, financial advisory, legal, accounting, management, consulting and other fees and expenses of third parties, (ii) all compensation and other payments paid to or for the benefit of any employee or other Person as a result of the Transactions, (iii)  any severance, retention, bonus, change in control or similar compensatory payments paid in connection with the Transactions (but not any retention amounts that are put in place by Buyer at or following the Closing, which shall not be deemed Transaction Expenses and otherwise not be recorded as current liabilities in the determination of Net Working Capital), (iv) the employer portion of any payroll and employment Taxes associated with payments under clauses (ii) and (iii) above, and (v) 50% of the R&W Policy costs and expenses in accordance with Section 4.06. In no event will “Transaction Expenses” be deemed to include any fees or expenses to the extent incurred by Buyer or otherwise relating to Buyer’s or its Affiliates’ financing (including obtaining any consent or waiver relating thereto) for the Transactions or any other liabilities or obligations incurred or arranged by or on behalf of Buyer or its Affiliates in connection with the Transactions.
62

(aaaaaa)          Transactions” means the transactions contemplated by this Agreement and the other Transaction Documents.
(bbbbbb)         Transfer Taxes” has the meaning set forth in Section 4.01(i).
(cccccc)          “Transition Services Agreement” has the meaning set forth in Section 1.04(l).
(dddddd)         Underpayment” has the meaning set forth in Section 1.02(g).
6.02          Other Definitional Matters.  All references in this Agreement to Exhibits, Schedules, Articles, Sections and subsections refer to the corresponding Exhibits, Schedules, Articles, Sections and subsections of or to this Agreement, unless expressly provided otherwise.  Titles appearing at the beginning of any Articles, Sections and subsections of this Agreement are for convenience only, do not constitute any part of this Agreement and shall be disregarded in construing the intent of the parties hereto.  The Schedules to this Agreement are incorporated herein by this reference.  The word “including” (in its various forms) means including without limitation.  The word “or” is not exclusive and the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole and not to the particular provision in which such words appear.  Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires.  References to “law”, “laws” or to a particular statute or law shall be deemed also to include any and all rules and regulations promulgated thereunder and shall refer to such statute, law, rules and regulations as amended from time to time and includes any successor legislation thereto; provided that, for the purposes of the representations and warranties set forth herein, with respect to any violation or alleged violation of any statute, law, rules and regulations, the reference to such law, rules or regulations means such, law, rules or regulations as in effect at the time of such violation or alleged violation.  References to any Contract, instrument or document means such Contract, instrument or document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and not prohibited by this Agreement.  The Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein.
ARTICLE 7
MISCELLANEOUS
7.01          Press Releases and Announcements.  No public release or announcement concerning the transactions contemplated hereby shall be issued or made by or on behalf of any party without the prior written consent of the other parties, except as may be required to comply with securities laws or stock exchange rules.  For the avoidance of doubt, Seller or any of its Affiliates may disclose the terms of this transaction, including in any of their Securities Act filings and reports and filings made pursuant to the Securities Exchange Act of 1934, as amended.
63

7.02          Expenses.  Except as otherwise expressly provided herein, all costs and expenses, including Transaction Expenses, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with the negotiation of this Agreement, the performance of the obligations hereunder and the consummation of the Transactions (whether consummated or not) shall be paid by the party incurring such costs and expenses.  In the event of a dispute between any of the parties hereto in connection with any Transaction Document or the Transactions, each of the parties agrees that the prevailing party shall be entitled to reimbursement by the other party of reasonable legal fees and expenses incurred in connection with any such action or proceeding.
7.03          Notices.  All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been delivered (a) when personally delivered, (b) when transmitted via telecopy (or other facsimile device) or electronic mail to the number or address set out below if the sender sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), (c) the day following the day (except, if not a Business Day, then the next Business Day) on which the same has been delivered prepaid to a reputable national overnight air courier service for next day delivery, or (d) the fifth Business Day following the day on which the same is sent by certified or registered mail, postage prepaid.  Notices, demands and communications shall be sent to the applicable address set forth below, unless another address has been previously specified in writing:
Notices to Buyer (and, after the Closing, the Companies):

MF Holdings, Inc.
398 Main Street
Hartland, NB E7P 1C6
Facsimile:  506-375-4945
Attention:  Luc Marcoux
Email:  luc.marcoux@mccain.ca
with a copy to (which shall not constitute delivery of notice):

Michael Best & Friedrich LLP
One South Pinckney Street, Suite 700
Madison, Wisconsin 53703
Facsimile:  608-283-2275
Attention:  Porter J. Martin
Email:  pjmartin@michaelbest.com
Notices to Seller or Parent:

Celadon Trucking Services, Inc.
9503 E. 33rd St.
Indianapolis, IN 46235
Facsimile:  317-829-6496
Attention:  Chase Welsh
Email:  cwelsh@celadontrucking.com
64

with a copy to (which shall not constitute delivery of notice):


Scudder Law Firm, P.C., L.L.O.
411 S. 13th St. #200
Lincoln, NE 68508
Facsimile:  402-435-4239
Attention: Mark Scudder
Email:  mscudder@scudderlaw.com
7.04          Assignment.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but with it being understood that neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned or delegated by any party hereto; provided, however, that Buyer may assign any or all of its rights pursuant to this Agreement, the Escrow Agreement and any other Transaction Document to one or more of its Affiliates, provided, that Buyer will nonetheless remain liable for all of its obligations hereunder and thereunder.
7.05          Severability.  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Legal Requirements, but if any provision of this Agreement is held to be prohibited by or invalid under applicable Legal Requirements, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.  Upon such a determination, Buyer and Seller shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the Transactions be consummated as originally contemplated to the fullest extent possible.
7.06          Construction and Disclosure.  Buyer and Seller each acknowledge and agree that they and their respective counsel have reviewed, negotiated and adopted this Agreement as the joint agreement and understanding of the parties hereto, and the language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any Person.  The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement or the Schedules is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the ordinary course of business, and no party shall use the fact of the setting of the amounts or the fact of the inclusion of any item in this Agreement or the Schedules in any dispute or controversy between the parties as to whether any obligation, item or matter not described or included in this Agreement or in any Schedule is or is not required to be disclosed (including whether the amount or items are required to be disclosed as material or threatened) or is within or outside of the ordinary course of business for purposes of this Agreement.  The information contained in this Agreement and in the Disclosure Schedules hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any party hereto to any third party of any matter whatsoever (including any violation of Legal Requirements or breach of contract).  Disclosure of an item on one Schedule shall be deemed disclosure on another Schedule if it is reasonably apparent from the face of such disclosure that the disclosed contract, event, fact, circumstance or other matter relates to the representations or warranties covered by such other Schedule.  Capitalized terms used in the Disclosure Schedules and not otherwise defined therein have the meanings given to them in this Agreement.  Time is of the essence in the performance of each of the parties’ respective obligations contained herein.
65

7.07          Captions.  The captions used in this Agreement and descriptions of the Disclosure Schedules are for convenience of reference only and do not constitute a part of this Agreement and shall not be deemed to limit, characterize or in any way affect any provision of this Agreement, and all provisions of this Agreement shall be enforced and construed as if no such caption or description had been used in this Agreement.
7.08          Amendment and Waiver.  This Agreement may be amended only in a writing executed and delivered by each of Buyer and Seller.  Any provision of this Agreement may be waived only in a writing signed by the party against whom such waiver is to be enforced.  No waiver of any provision hereunder or any breach or default hereunder shall extend to or affect in any way any other provision or prior or subsequent breach or default.
7.09          Complete Agreement.  This Agreement (including the recitals to this Agreement which are hereby incorporated by reference), the Escrow Agreement, the Transaction Documents and any other agreements referred to herein or therein and executed and delivered on or after the date hereof in connection herewith or therewith, contain the complete agreement among the parties hereto and supersede any prior understandings, agreements or representations by or between such parties, written or oral, which may have related to the subject matter hereof in any way.
7.10          Counterparts.  This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same instrument.
7.11          Governing Law.  All matters relating to the interpretation, construction, validity and enforcement of this Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than the State of Delaware.
7.12          JURISDICTION; VENUE; SERVICE OF PROCESS. SUBJECT TO THE PROVISIONS OF SECTION 1.02 (WHICH SHALL GOVERN ANY DISPUTE ARISING THEREUNDER), THE PARTIES AGREE THAT JURISDICTION AND VENUE IN ANY SUIT, ACTION OR PROCEEDING BROUGHT BY ANY PARTY SEEKING RELIEF UNDER OR PURSUANT TO THIS AGREEMENT SHALL PROPERLY AND EXCLUSIVELY LIE IN ANY FEDERAL COURT (OR, IF SUCH FEDERAL COURT DOES NOT HAVE JURISDICTION OVER SUCH SUIT, ACTION OR PROCEEDING, IN A STATE COURT) IN DELAWARE.  BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY WITH RESPECT TO SUCH SUIT, ACTION OR PROCEEDING.  THE PARTIES IRREVOCABLY AGREE THAT VENUE WOULD BE PROPER IN SUCH COURT, AND HEREBY WAIVE ANY OBJECTION THAT ANY SUCH COURT IS AN IMPROPER OR INCONVENIENT FORUM FOR THE RESOLUTION OF SUCH SUIT, ACTION OR PROCEEDING.  THE PARTIES FURTHER AGREE THAT THE MAILING BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, OF ANY PROCESS REQUIRED BY ANY SUCH COURT SHALL CONSTITUTE VALID AND LAWFUL SERVICE OF PROCESS AGAINST THEM, WITHOUT NECESSITY FOR SERVICE BY ANY OTHER MEANS PROVIDED BY STATUTE OR RULE OF COURT.
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7.13          WAIVER OF JURY TRIAL.  EACH OF THE PARTIES TO THIS AGREEMENT HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE.  EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
7.14          No Third Party Beneficiaries.  Except for Buyer Indemnities under Article 5, no Person other than the parties hereto shall have any rights, remedies, or benefits under any provision of this Agreement.
7.15          Payments Under Agreement.  Each party agrees that all amounts required to be paid hereunder shall be paid in United States currency and, except as otherwise expressly set forth in this Agreement, without discount, rebate or reduction and subject to no counterclaim or offset, on the dates specified herein.
7.16          Electronic Delivery.  This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, to the extent delivered by means of a facsimile machine or electronic mail (any such delivery, an “Electronic Delivery”), shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.  At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms hereof or thereof and deliver them to all other parties.  No party hereto or to any such agreement or instrument shall raise (a) the use of Electronic Delivery to deliver a signature or (b) the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery, as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense relates to lack of authenticity.
[Signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have executed this Purchase Agreement as of the date first written above.
 
BUYER
   
 
MF HOLDINGS, INC.
   
   
 
By:
/s/ Garry Price
 
Name:
Garry Price
 
Title:
President
   
   
 
By:
/s/ Kurt A. Kinsey
 
Name:
Kurt A. Kinsey
 
Title:
Treasurer
   
   
 
SELLER
   
 
CELADON TRUCKING SERVICES, INC.:
   
   
 
By:
/s/ Paul C. Svindland
 
Name:
Paul Svindland
 
Title:
Chief Executive Officer
   
   
 
PARENT
   
 
CELADON GROUP, INC.:
   
   
 
By:
/s/ Paul C. Svindland
 
Name:
Paul Svindland
 
Title:
Chief Executive Officer
 

 
 
COMPANIES
   
 
A&S SERVICES GROUP, LLC:
   
   
 
By:
/s/ Paul C. Svindland
 
Name:
Paul Svindland
 
Title:
Chief Executive Officer
   
   
 
A&S REAL ESTATE HOLDINGS, LLC:
   
   
 
By:
/s/ Paul C. Svindland
 
Name:
Paul Svindland
 
Title:
Chief Executive Officer
   
   
 
HUNT VALLEY EQUIPMENT CO., LLC:
   
   
 
By:
/s/ Paul C. Svindland
 
Name:
Paul Svindland
 
Title:
Chief Executive Officer
   
   
 
BUCKLER LOGISTICS, INC.:
   
   
 
By:
/s/ Paul C. Svindland
 
Name:
Paul Svindland
 
Title:
Chief Executive Officer
   
   
 
BUCKLER TRANSPORT, INC.:
   
   
 
By:
/s/ Paul C. Svindland
 
Name:
Paul Svindland
 
Title:
Chief Executive Officer
 

 
 
J. DAVID BUCKLER, INC.:
   
   
 
By:
/s/ Paul C. Svindland
 
Name:
Paul Svindland
 
Title:
Chief Executive Officer
   
   
 
BUCKLER DISTRIBUTION CENTER, L.P.:
   
   
 
By:
/s/ Paul C. Svindland
 
Name:
Paul Svindland
 
Title:
Chief Executive Officer




EXHIBIT A

TRANSFERRED EQUIPMENT AND ASSETS

[See Attached.]


VIN
 
Year
 
Make
 
Type
 
Mileage
 
Purchase Date
3HSDJAPR0FN592421
 
2015
 
International
 
Sleeper Cab
 
374,318
 
8/19/2014
3HSDJAPR5FN592415
 
2015
 
International
 
Sleeper Cab
 
284,241
 
8/19/2014
3HSDJAPR9FN592420
 
2015
 
International
 
Sleeper Cab
 
            298,259
 
8/19/2014
3HSDJAPR9FN590831
 
2015
 
International
 
Sleeper Cab
 
            306,956
 
7/21/2014
3HSDJAPR5FN592432
 
2015
 
International
 
Sleeper Cab
 
            311,446
 
8/19/2014
3HSDJAPR8FN588441
 
2015
 
International
 
Sleeper Cab
 
            326,833
 
7/21/2014
3HSDJAPR7FN602295
 
2015
 
International
 
Sleeper Cab
 
            330,657
 
8/19/2014
3HSDJAPR7FN588902
 
2015
 
International
 
Sleeper Cab
 
            370,170
 
7/21/2014
4V4NC9EH3HN978236
 
2017
 
Volvo
 
Day Cab
 
              62,465
 
5/12/2016
4V4NC9EH7HN978238
 
2017
 
Volvo
 
Day Cab
 
              72,458
 
5/12/2016
4V4NC9EH3HN978267
 
2017
 
Volvo
 
Day Cab
 
              87,335
 
9/12/2016
4V4NC9EH7HN978224
 
2017
 
Volvo
 
Day Cab
 
              91,327
 
4/7/2016
4V4NC9EH3HN978219
 
2017
 
Volvo
 
Day Cab
 
              91,327
 
4/7/2016
4V4NC9EHXHN978251
 
2017
 
Volvo
 
Day Cab
 
            103,235
 
7/21/2016
4V4NC9EH9HN978225
 
2017
 
Volvo
 
Day Cab
 
            112,356
 
5/12/2016
4V4NC9EH9HN978239
 
2017
 
Volvo
 
Day Cab
 
            114,644
 
5/12/2016
4V4NC9EH9HN981755
 
2017
 
Volvo
 
Day Cab
 
            116,981
 
6/10/2016
4V4NC9EH6HN978246
 
2017
 
Volvo
 
Day Cab
 
            118,910
 
7/21/2016
4V4NC9EH9HN978256
 
2017
 
Volvo
 
Day Cab
 
            131,197
 
7/21/2016
4V4NC9EH4HN978259
 
2017
 
Volvo
 
Day Cab
 
            134,198
 
9/12/2016
4V4NC9EH7HN978255
 
2017
 
Volvo
 
Day Cab
 
            134,739
 
7/21/2016
4V4NC9EH3HN978253
 
2017
 
Volvo
 
Day Cab
 
            137,599
 
7/21/2016
4V4NC9EH8HN978247
 
2017
 
Volvo
 
Day Cab
 
            146,902
 
7/21/2016
4V4NC9EH5HN981753
 
2017
 
Volvo
 
Day Cab
 
            149,303
 
6/10/2016
4V4NC9EH2HN978258
 
2017
 
Volvo
 
Day Cab
 
            149,939
 
9/12/2016
4V4NC9EH7HN978241
 
2017
 
Volvo
 
Day Cab
 
            151,750
 
5/12/2016
4V4NC9EH1HN978249
 
2017
 
Volvo
 
Day Cab
 
            152,287
 
7/21/2016
4V4NC9EH5HN978254
 
2017
 
Volvo
 
Day Cab
 
            152,697
 
7/21/2016
4V4NC9EH0HN978257
 
2017
 
Volvo
 
Day Cab
 
            152,787
 
7/21/2016
4V4NC9EH8HN978233
 
2017
 
Volvo
 
Day Cab
 
            159,913
 
5/12/2016
4V4NC9EH2HN978261
 
2017
 
Volvo
 
Day Cab
 
            160,135
 
9/12/2016
4V4NC9EH6HN978229
 
2017
 
Volvo
 
Day Cab
 
            160,434
 
5/12/2016
4V4NC9EH9HN978242
 
2017
 
Volvo
 
Day Cab
 
            165,217
 
5/12/2016
4V4NC9EH4HN978231
 
2017
 
Volvo
 
Day Cab
 
            165,610
 
5/12/2016
4V4NC9EH6HN978232
 
2017
 
Volvo
 
Day Cab
 
            166,326
 
5/12/2016
4V4NC9EH2HN978230
 
2017
 
Volvo
 
Day Cab
 
            166,884
 
5/12/2016
4V4NC9EH3HN978222
 
2017
 
Volvo
 
Day Cab
 
            168,318
 
4/7/2016
4V4NC9EH7HN978269
 
2017
 
Volvo
 
Day Cab
 
            168,564
 
9/12/2016
4V4NC9EH0HN981756
 
2017
 
Volvo
 
Day Cab
 
            169,811
 
6/10/2016
4V4NC9EH4HN978262
 
2017
 
Volvo
 
Day Cab
 
            170,966
 
9/12/2016
4V4NC9EH1HN978218
 
2017
 
Volvo
 
Day Cab
 
            171,271
 
4/7/2016
4V4NC9EH3HN981749
 
2017
 
Volvo
 
Day Cab
 
            171,779
 
6/10/2016
4V4NC9EH1HN981751
 
2017
 
Volvo
 
Day Cab
 
            173,818
 
6/10/2016
4V4NC9EH2HN978244
 
2017
 
Volvo
 
Day Cab
 
            179,883
 
5/12/2016
4V4NC9EH0HN978226
 
2017
 
Volvo
 
Day Cab
 
            180,297
 
5/12/2016
4V4NC9EHXHN978234
 
2017
 
Volvo
 
Day Cab
 
            180,562
 
5/12/2016
4V4NC9EH0HN978260
 
2017
 
Volvo
 
Day Cab
 
            182,002
 
9/12/2016
4V4NC9EH8HN978216
 
2017
 
Volvo
 
Day Cab
 
            184,238
 
4/7/2016
4V4NC9EH5HN978268
 
2017
 
Volvo
 
Day Cab
 
            185,843
 
9/12/2016
4V4NC9EH8HN978250
 
2017
 
Volvo
 
Day Cab
 
            187,148
 
7/21/2016
4V4NC9EH6HN981745
 
2017
 
Volvo
 
Day Cab
 
            188,557
 
6/10/2016
4V4NC9EH1HN978252
 
2017
 
Volvo
 
Day Cab
 
            189,727
 
7/21/2016
4V4NC9EHXHN978220
 
2017
 
Volvo
 
Day Cab
 
            190,541
 
4/7/2016
4V4NC9EH4HN978245
 
2017
 
Volvo
 
Day Cab
 
            191,059
 
5/12/2016
4V4NC9EHXHN978248
 
2017
 
Volvo
 
Day Cab
 
            191,562
 
7/21/2016
4V4NC9EH2HN978227
 
2017
 
Volvo
 
Day Cab
 
            194,190
 
5/12/2016
4V4NC9EH3HN981752
 
2017
 
Volvo
 
Day Cab
 
            196,994
 
6/10/2016
4V4NC9EHXHN978198
 
2017
 
Volvo
 
Day Cab
 
            200,975
 
4/7/2016
 

 
4V4NC9EH5HN978237
 
2017
 
Volvo
 
Day Cab
 
            204,316
 
5/12/2016
4V4NC9EH1HN978266
 
2017
 
Volvo
 
Day Cab
 
            207,370
 
9/12/2016
4V4NC9EHXHN978217
 
2017
 
Volvo
 
Day Cab
 
            210,010
 
4/7/2016
4V4NC9EH0HN978243
 
2017
 
Volvo
 
Day Cab
 
            210,131
 
5/12/2016
4V4NC9EH1HN981748
 
2017
 
Volvo
 
Day Cab
 
            210,412
 
6/10/2016
4V4NC9EH6HN978215
 
2017
 
Volvo
 
Day Cab
 
            215,662
 
4/7/2016
4V4NC9EH2HN981757
 
2017
 
Volvo
 
Day Cab
 
            221,589
 
6/10/2016
4V4NC9EHXHN981747
 
2017
 
Volvo
 
Day Cab
 
            224,005
 
6/10/2016
4V4NC9EHXHN981750
 
2017
 
Volvo
 
Day Cab
 
            225,527
 
6/10/2016
4V4NC9EH5HN978240
 
2017
 
Volvo
 
Day Cab
 
            225,805
 
5/12/2016
4V4NC9EH4HN978200
 
2017
 
Volvo
 
Day Cab
 
            226,844
 
4/7/2016
4V4NC9EH1HN978199
 
2017
 
Volvo
 
Day Cab
 
            227,790
 
4/7/2016
4V4NC9EH8HN981746
 
2017
 
Volvo
 
Day Cab
 
            229,223
 
6/10/2016
4V4NC9EH5HN978223
 
2017
 
Volvo
 
Day Cab
 
            230,400
 
4/7/2016
4V4NC9EH7HN981754
 
2017
 
Volvo
 
Day Cab
 
            236,767
 
6/10/2016
4V4NC9EH4HN978228
 
2017
 
Volvo
 
Day Cab
 
            246,982
 
5/12/2016
4V4NC9EH1HN978235
 
2017
 
Volvo
 
Day Cab
 
            249,439
 
5/12/2016
4V4NC9EH4HN981744
 
2017
 
Volvo
 
Day Cab
 
            257,323
 
6/10/2016
4V4NC9EH1HN978221
 
2017
 
Volvo
 
Day Cab
 
            281,965
 
4/7/2016
3HSDJAPRXFN725086
 
2015
 
International
 
Sleeper Cab
 
            257,415
 
12/31/2014
3HSDJAPR6FN724940
 
2015
 
International
 
Sleeper Cab
 
            274,299
 
12/31/2014
3HSDJAPR0FN725033
 
2015
 
International
 
Sleeper Cab
 
            285,603
 
12/31/2014
3HSDJAPR1FN724957
 
2015
 
International
 
Sleeper Cab
 
            322,993
 
12/15/2014
3HSDJAPR9FN725046
 
2015
 
International
 
Sleeper Cab
 
            329,330
 
12/31/2014
3HSDJAPR5FN725089
 
2015
 
International
 
Sleeper Cab
 
            342,786
 
12/31/2014
3HSDJAPR7FN725093
 
2015
 
International
 
Sleeper Cab
 
            346,191
 
12/31/2014
3HSDJAPR4FN725052
 
2015
 
International
 
Sleeper Cab
 
            513,163
 
12/31/2014
1FUJGLD5XGLGV0451
 
2016
 
Freightliner
 
Sleeper Cab
 
            237,384
 
5/8/2015
3HSDJAPRXGN285503
 
2016
 
International
 
Sleeper Cab
 
            297,234
 
3/29/2016
3HSDJAPRXGN285534
 
2016
 
International
 
Sleeper Cab
 
            283,513
 
4/7/2016
3HSDJAPR2GN285530
 
2016
 
International
 
Sleeper Cab
 
            176,188
 
3/29/2016
3HSDJAPR3GN285519
 
2016
 
International
 
Sleeper Cab
 
            183,069
 
3/29/2016
3HSDJAPR4GN285531
 
2016
 
International
 
Sleeper Cab
 
            191,513
 
4/7/2016
3HSDJAPR9GN285069
 
2016
 
International
 
Sleeper Cab
 
            193,165
 
4/7/2016
3HSDJAPR7GN285507
 
2016
 
International
 
Sleeper Cab
 
            201,133
 
3/29/2016
3HSDJAPR7GN284907
 
2016
 
International
 
Sleeper Cab
 
            204,825
 
3/29/2016
3HSDJAPR4GN285822
 
2016
 
International
 
Sleeper Cab
 
            209,330
 
4/7/2016
3HSDJAPR2GN285799
 
2016
 
International
 
Sleeper Cab
 
            214,834
 
4/7/2016
3HSDJAPR1GN285079
 
2016
 
International
 
Sleeper Cab
 
            219,732
 
3/29/2016
3HSDJAPR6GN285076
 
2016
 
International
 
Sleeper Cab
 
            221,451
 
3/29/2016
3HSDJAPR6GN285515
 
2016
 
International
 
Sleeper Cab
 
            226,677
 
3/29/2016
3HSDJAPR3GN285052
 
2016
 
International
 
Sleeper Cab
 
            237,023
 
4/7/2016
3HSDJAPR0GN285073
 
2016
 
International
 
Sleeper Cab
 
            237,887
 
3/29/2016
3HSDJAPR0GN285817
 
2016
 
International
 
Sleeper Cab
 
            239,774
 
4/7/2016
3HSDJAPR6GN285790
 
2016
 
International
 
Sleeper Cab
 
            241,147
 
4/7/2016
3HSDJAPR7GN285040
 
2016
 
International
 
Sleeper Cab
 
            242,082
 
4/7/2016
3HSDJAPR2GN285088
 
2016
 
International
 
Sleeper Cab
 
            245,121
 
4/7/2016
3HSDJAPR4GN285075
 
2016
 
International
 
Sleeper Cab
 
            246,673
 
3/29/2016
3HSDJAPR5GN111385
 
2016
 
International
 
Sleeper Cab
 
            248,526
 
3/29/2016
3HSDJAPR7GN285054
 
2016
 
International
 
Sleeper Cab
 
            249,624
 
4/7/2016
3HSDJAPR1GN285387
 
2016
 
INTRNTL
 
Sleeper Cab
 
            254,182
 
3/29/2016
3HSDJAPR3GN284919
 
2016
 
International
 
Sleeper Cab
 
            254,495
 
3/29/2016
3HSDJAPRXGN285517
 
2016
 
International
 
Sleeper Cab
 
            255,380
 
4/7/2016
3HSDJAPR1GN285793
 
2016
 
International
 
Sleeper Cab
 
            256,197
 
4/7/2016
3HSDJAPR4GN285805
 
2016
 
International
 
Sleeper Cab
 
            260,039
 
4/7/2016
3HSDJAPR6GN285045
 
2016
 
International
 
Sleeper Cab
 
            260,949
 
3/29/2016
3HSDJAPR7GN285071
 
2016
 
International
 
Sleeper Cab
 
            261,066
 
3/29/2016
3HSDJAPR1GN285521
 
2016
 
International
 
Sleeper Cab
 
            261,347
 
3/29/2016
3HSDJAPR7GN284910
 
2016
 
International
 
Sleeper Cab
 
            266,591
 
4/7/2016
 

3HSDJAPR1GN285518
 
2016
 
International
 
Sleeper Cab
 
            266,868
 
3/29/2016
3HSDJAPR0GN285509
 
2016
 
International
 
Sleeper Cab
 
            271,450
 
3/29/2016
3HSDJAPR8GN285791
 
2016
 
International
 
Sleeper Cab
 
            272,004
 
4/7/2016
3HSDJAPR3GN285505
 
2016
 
International
 
Sleeper Cab
 
            276,097
 
3/29/2016
3HSDJAPR1GN285065
 
2016
 
International
 
Sleeper Cab
 
            283,249
 
4/7/2016
3HSDJAPR7GN285068
 
2016
 
International
 
Sleeper Cab
 
            284,165
 
4/7/2016
3HSDJAPRXGN285078
 
2016
 
International
 
Sleeper Cab
 
            285,396
 
3/29/2016
3HSDJAPR8GN285063
 
2016
 
International
 
Sleeper Cab
 
            286,531
 
4/7/2016
3HSDJAPRXGN285064
 
2016
 
International
 
Sleeper Cab
 
            286,678
 
4/7/2016
3HSDJAPR8GN284897
 
2016
 
International
 
Sleeper Cab
 
            295,346
 
3/29/2016
3HSDJAPR4GN285058
 
2016
 
International
 
Sleeper Cab
 
            298,450
 
4/7/2016
3HSDJAPR4GN285061
 
2016
 
International
 
Sleeper Cab
 
            319,940
 
4/7/2016
3HSDJAPR7GN284924
 
2016
 
International
 
Sleeper Cab
 
            322,550
 
3/29/2016
3HSDJAPR3GN285066
 
2016
 
International
 
Sleeper Cab
 
            323,310
 
4/7/2016
3HSDJAPRXGN285498
 
2016
 
International
 
Sleeper Cab
 
            329,703
 
3/29/2016
3HSDJAPR2GN285060
 
2016
 
International
 
Sleeper Cab
 
            361,344
 
4/7/2016
3HSDJAPR2GN285057
 
2016
 
International
 
Sleeper Cab
 
            377,012
 
4/7/2016
4V4NC9EHXHN988813
 
2017
 
Volvo
 
Day Cab
 
              87,385
 
1/1/2017
4V4NC9EH2JN988844
 
2018
 
Volvo
 
Day Cab
 
              89,217
 
6/1/2017
4V4NC9EH3HN988815
 
2017
 
Volvo
 
Day Cab
 
            102,610
 
1/1/2017
4V4NC9EH3JN988786
 
2018
 
Volvo
 
Sleeper Cab
 
            103,580
 
5/1/2017
4V4NC9EH2HN988837
 
2017
 
Volvo
 
Day Cab
 
            104,733
 
3/1/2017
4V4NC9EH1HN988814
 
2017
 
Volvo
 
Day Cab
 
            112,125
 
1/1/2017
4V4NC9EH4HN988841
 
2017
 
Volvo
 
Day Cab
 
            113,807
 
3/1/2017
4V4NC9EH8HN988714
 
2017
 
Volvo
 
Sleeper Cab
 
            114,783
 
1/1/2017
4V4NC9EH6HN988761
 
2017
 
Volvo
 
Sleeper Cab
 
            115,125
 
2/1/2017
4V4NC9EHXHN988777
 
2017
 
Volvo
 
Sleeper Cab
 
            118,929
 
3/1/2017
4V4NC9EH6HN988839
 
2017
 
Volvo
 
Day Cab
 
            120,987
 
3/1/2017
4V4NC9EH0HN988836
 
2017
 
Volvo
 
Day Cab
 
            121,717
 
3/1/2017
4V4NC9EH9HN988771
 
2017
 
Volvo
 
Sleeper Cab
 
            123,845
 
3/1/2017
4V4NC9EH3HN988734
 
2017
 
Volvo
 
Sleeper Cab
 
            124,093
 
1/1/2017
4V4NC9EH8HN988731
 
2017
 
Volvo
 
Sleeper Cab
 
            124,616
 
1/1/2017
4V4NC9EH5HN988816
 
2017
 
Volvo
 
Day Cab
 
            125,142
 
1/1/2017
4V4NC9EHXHN988827
 
2017
 
Volvo
 
Day Cab
 
            125,897
 
1/1/2017
4V4NC9EHXJN988784
 
2018
 
Volvo
 
Sleeper Cab
 
            126,101
 
5/1/2017
4V4NC9EH1HN988828
 
2017
 
Volvo
 
Day Cab
 
            126,156
 
1/1/2017
4V4NC9EH6HN988727
 
2017
 
Volvo
 
Sleeper Cab
 
            127,279
 
1/1/2017
4V4NC9EH8HN988826
 
2017
 
Volvo
 
Day Cab
 
            128,838
 
1/1/2017
4V4NC9EH9HN988818
 
2017
 
Volvo
 
Day Cab
 
            128,853
 
1/1/2017
4V4NC9EH9HN988835
 
2017
 
Volvo
 
Day Cab
 
            129,320
 
3/1/2017
4V4NC9EH2HN988773
 
2017
 
Volvo
 
Sleeper Cab
 
            129,581
 
3/1/2017
4V4NC9EHXHN988715
 
2017
 
Volvo
 
Sleeper Cab
 
            130,382
 
1/1/2017
4V4NC9EH5JN988790
 
2018
 
Volvo
 
Sleeper Cab
 
            131,363
 
5/1/2017
4V4NC9EH6HN988842
 
2017
 
Volvo
 
Day Cab
 
            132,294
 
3/1/2017
4V4NC9EH9HN988821
 
2017
 
Volvo
 
Day Cab
 
            132,627
 
1/1/2017
4V4NC9EHXHN988780
 
2017
 
Volvo
 
Sleeper Cab
 
            133,209
 
3/1/2017
4V4NC9EH7HN988834
 
2017
 
Volvo
 
Day Cab
 
            134,326
 
3/1/2017
4V4NC9EH3HN988765
 
2017
 
Volvo
 
Sleeper Cab
 
            134,741
 
3/1/2017
4V4NC9EH8HN988728
 
2017
 
Volvo
 
Sleeper Cab
 
            135,136
 
1/1/2017
4V4NC9EH3HN988751
 
2017
 
Volvo
 
Sleeper Cab
 
            135,265
 
2/1/2017
4V4NC9EH4JN988795
 
2018
 
Volvo
 
Sleeper Cab
 
            138,003
 
6/1/2017
4V4NC9EH6HN988730
 
2017
 
Volvo
 
Sleeper Cab
 
            138,715
 
1/1/2017
4V4NC9EH8HN988776
 
2017
 
Volvo
 
Sleeper Cab
 
            138,939
 
3/1/2017
4V4NC9EH0HN988769
 
2017
 
Volvo
 
Sleeper Cab
 
            140,046
 
3/1/2017
4V4NC9EH8HN988745
 
2017
 
Volvo
 
Sleeper Cab
 
            140,217
 
1/1/2017
4V4NC9EH6JN988796
 
2018
 
Volvo
 
Sleeper Cab
 
            140,866
 
6/1/2017
4V4NC9EH4JN988845
 
2018
 
Volvo
 
Day Cab
 
            141,070
 
6/1/2017
4V4NC9EH4HN988774
 
2017
 
Volvo
 
Sleeper Cab
 
            141,220
 
3/1/2017
4V4NC9EH0HN988819
 
2017
 
Volvo
 
Day Cab
 
            142,199
 
1/1/2017
 

4V4NC9EH8HN988843
 
2017
 
Volvo
 
Day Cab
 
            142,602
 
3/1/2017
4V4NC9EH2HN988756
 
2017
 
Volvo
 
Sleeper Cab
 
            142,850
 
2/1/2017
4V4NC9EH2HN988840
 
2017
 
Volvo
 
Day Cab
 
            143,035
 
3/1/2017
4V4NC9EH4HN988760
 
2017
 
Volvo
 
Sleeper Cab
 
            143,521
 
2/1/2017
4V4NC9EH2HN988742
 
2017
 
Volvo
 
Sleeper Cab
 
            143,805
 
1/1/2017
4V4NC9EH4HN988810
 
2017
 
Volvo
 
Day Cab
 
            144,067
 
1/1/2017
4V4NC9EH8JN988783
 
2018
 
Volvo
 
Sleeper Cab
 
            144,383
 
5/1/2017
4V4NC9EH4HN988824
 
2017
 
Volvo
 
Day Cab
 
            144,701
 
1/1/2017
4V4NC9EH6HN988825
 
2017
 
Volvo
 
Day Cab
 
            144,868
 
1/1/2017
4V4NC9EHXHN988830
 
2017
 
Volvo
 
Day Cab
 
            144,970
 
2/1/2017
4V4NC9EH2HN988739
 
2017
 
Volvo
 
Sleeper Cab
 
            145,843
 
1/1/2017
4V4NC9EH6HN988811
 
2017
 
Volvo
 
Day Cab
 
            145,850
 
1/1/2017
4V4NC9EH0HN988822
 
2017
 
Volvo
 
Day Cab
 
            146,039
 
1/1/2017
4V4NC9EH1HN988716
 
2017
 
Volvo
 
Sleeper Cab
 
            146,667
 
1/1/2017
4V4NC9EH7JN988788
 
2018
 
Volvo
 
Sleeper Cab
 
            146,803
 
5/1/2017
4V4NC9EH9JN988789
 
2018
 
Volvo
 
Sleeper Cab
 
            148,286
 
5/1/2017
4V4NC9EH1HN988831
 
2017
 
Volvo
 
Day Cab
 
            148,483
 
2/1/2017
4V4NC9EH9HN988768
 
2017
 
Volvo
 
Sleeper Cab
 
            149,749
 
3/1/2017
4V4NC9EH7HN988736
 
2017
 
Volvo
 
Sleeper Cab
 
            149,873
 
1/1/2017
4V4NC9EH4HN988726
 
2017
 
Volvo
 
Sleeper Cab
 
            149,901
 
1/1/2017
4V4NC9EH6HN988775
 
2017
 
Volvo
 
Sleeper Cab
 
            150,457
 
3/1/2017
4V4NC9EH0HN988710
 
2017
 
Volvo
 
Sleeper Cab
 
            150,959
 
1/1/2017
4V4NC9EH0HN988772
 
2017
 
Volvo
 
Sleeper Cab
 
            151,047
 
3/1/2017
4V4NC9EH7HN988817
 
2017
 
Volvo
 
Day Cab
 
            151,625
 
1/1/2017
4V4NC9EH2HN988823
 
2017
 
Volvo
 
Day Cab
 
            153,100
 
1/1/2017
4V4NC9EH0HN988755
 
2017
 
Volvo
 
Sleeper Cab
 
            154,288
 
2/1/2017
4V4NC9EH7HN988820
 
2017
 
Volvo
 
Day Cab
 
            155,059
 
1/1/2017
4V4NC9EH1HN988764
 
2017
 
Volvo
 
Sleeper Cab
 
            155,512
 
3/1/2017
4V4NC9EH2JN988794
 
2018
 
Volvo
 
Sleeper Cab
 
            155,531
 
6/1/2017
4V4NC9EH8HN988812
 
2017
 
Volvo
 
Day Cab
 
            156,052
 
1/1/2017
4V4NC9EH9HN988723
 
2017
 
Volvo
 
Sleeper Cab
 
            156,479
 
1/1/2017
4V4NC9EH3HN988717
 
2017
 
Volvo
 
Sleeper Cab
 
            156,979
 
1/1/2017
4V4NC9EH1HN988750
 
2017
 
Volvo
 
Sleeper Cab
 
            157,229
 
2/1/2017
4V4NC9EH5HN988833
 
2017
 
Volvo
 
Day Cab
 
            159,208
 
2/1/17
4V4NC9EH3HN988748
 
2017
 
Volvo
 
Sleeper Cab
 
            159,344
 
2/1/2017
4V4NC9EHXHN988729
 
2017
 
Volvo
 
Sleeper Cab
 
            159,698
 
1/1/2017
4V4NC9EH8HN988762
 
2017
 
Volvo
 
Sleeper Cab
 
            160,141
 
2/1/2017
4V4NC9EH7JN988791
 
2018
 
Volvo
 
Sleeper Cab
 
            160,285
 
5/1/2017
4V4NC9EH1HN988781
 
2017
 
Volvo
 
Sleeper Cab
 
            160,964
 
3/1/2017
4V4NC9EH3HN988829
 
2017
 
Volvo
 
Day Cab
 
            161,048
 
1/1/2017
4V4NC9EH1HN988733
 
2017
 
Volvo
 
Sleeper Cab
 
            161,466
 
1/1/2017
4V4NC9EH5HN988735
 
2017
 
Volvo
 
Sleeper Cab
 
            161,578
 
1/1/2017
4V4NC9EH6HN988713
 
2017
 
Volvo
 
Sleeper Cab
 
            161,692
 
1/1/2017
4V4NC9EH3HN988779
 
2017
 
Volvo
 
Sleeper Cab
 
            161,880
 
3/1/2017
4V4NC9EH3HN988832
 
2017
 
Volvo
 
Day Cab
 
            162,538
 
2/1/2017
4V4NC9EH0HN988741
 
2017
 
Volvo
 
Sleeper Cab
 
            163,219
 
1/1/2017
4V4NC9EH0HN988724
 
2017
 
Volvo
 
Sleeper Cab
 
            164,489
 
1/1/2017
4V4NC9EH8HN988759
 
2017
 
Volvo
 
Sleeper Cab
 
            165,545
 
2/1/2017
4V4NC9EH1HN988778
 
2017
 
Volvo
 
Sleeper Cab
 
            166,149
 
3/1/2017
4V4NC9EH2HN988711
 
2017
 
Volvo
 
Sleeper Cab
 
            166,931
 
1/1/2017
4V4NC9EH6JN988782
 
2018
 
Volvo
 
Sleeper Cab
 
            167,052
 
5/1/2017
4V4NC9EH1HN988747
 
2017
 
Volvo
 
Sleeper Cab
 
            167,257
 
2/1/2017
4V4NC9EHXHN988763
 
2017
 
Volvo
 
Sleeper Cab
 
            167,499
 
2/1/2017
4V4NC9EH5JN988787
 
2018
 
Volvo
 
Sleeper Cab
 
            167,735
 
5/1/2017
4V4NC9EH5HN988749
 
2017
 
Volvo
 
Sleeper Cab
 
            167,754
 
2/1/2017
4V4NC9EH0JN988793
 
2018
 
Volvo
 
Sleeper Cab
 
            168,096
 
6/1/2017
4V4NC9EH7HN988719
 
2017
 
Volvo
 
Sleeper Cab
 
            168,629
 
1/1/2017
4V4NC9EH5HN988718
 
2017
 
Volvo
 
Sleeper Cab
 
            168,738
 
1/1/2017
4V4NC9EHXHN988746
 
2017
 
Volvo
 
Sleeper Cab
 
            171,181
 
2/1/2017
 

4V4NC9EH7HN988767
 
2017
 
Volvo
 
Sleeper Cab
 
            172,906
 
3/1/2017
4V4NC9EH2HN988725
 
2017
 
Volvo
 
Sleeper Cab
 
            174,059
 
1/1/2017
4V4NC9EH3HN988720
 
2017
 
Volvo
 
Sleeper Cab
 
            174,234
 
1/1/2017
4V4NC9EH5HN988721
 
2017
 
Volvo
 
Sleeper Cab
 
            178,033
 
1/1/2017
4V4NC9EH9HN988740
 
2017
 
Volvo
 
Sleeper Cab
 
            179,431
 
1/1/2017
4V4NC9EH7HN988770
 
2017
 
Volvo
 
Sleeper Cab
 
            181,019
 
3/1/2017
4V4NC9EH6HN988744
 
2017
 
Volvo
 
Sleeper Cab
 
            181,575
 
1/1/2017
4V4NC9EH4HN988757
 
2017
 
Volvo
 
Sleeper Cab
 
            182,397
 
2/1/2017
4V4NC9EH5HN988752
 
2017
 
Volvo
 
Sleeper Cab
 
            183,283
 
2/1/2017
4V4NC9EH6HN988758
 
2017
 
Volvo
 
Sleeper Cab
 
            184,616
 
2/1/2017
4V4NC9EH4HN988712
 
2017
 
Volvo
 
Sleeper Cab
 
            188,020
 
1/1/2017
4V4NC9EH9HN988737
 
2017
 
Volvo
 
Sleeper Cab
 
            188,517
 
1/1/2017
4V4NC9EH9JN988792
 
2018
 
Volvo
 
Sleeper Cab
 
            190,944
 
6/1/2017
4V4NC9EH7HN988753
 
2017
 
Volvo
 
Sleeper Cab
 
            191,549
 
2/1/2017
4V4NC9EH5HN988766
 
2017
 
Volvo
 
Sleeper Cab
 
            196,439
 
3/1/2017
4V4NC9EH9HN988754
 
2017
 
Volvo
 
Sleeper Cab
 
            196,696
 
2/1/2017
4V4NC9EH4HN988838
 
2017
 
Volvo
 
Day Cab
 
            198,958
 
3/1/2017
4V4NC9EH1JN988785
 
2018
 
Volvo
 
Sleeper Cab
 
            199,554
 
6/1/2017
4V4NC9EH0HN988738
 
2017
 
Volvo
 
Sleeper Cab
 
            209,641
 
1/1/2017
4V4NC9EH7HN988722
 
2017
 
Volvo
 
Sleeper Cab
 
            215,120
 
1/1/2017
4V4NC9EH4HN988743
 
2017
 
Volvo
 
Sleeper Cab
 
            219,818
 
1/1/2017
4V4NC9EH9JN988797
 
2018
 
Volvo
 
Sleeper Cab
 
            225,260
 
6/1/2017
4V4NC9EHXHN988732
 
2017
 
Volvo
 
Sleeper Cab
 
            226,344
 
1/1/2017
1XKADP9X6DJ290007
 
2013
 
Kenworth
 
Day Cab
 
            341,716
 
4/30/2017
311213
 
2005
 
Ottawa
 
Jockey
 
              19,512
 
1/1/2005
4LMBF2116FL030020
 
2015
 
Capacity
 
Day Cab
 
              37,002
 
6/17/2015
4LMBF2112FL030018
 
2015
 
Capacity
 
Day Cab
 
              44,158
 
6/16/2015
1HTMMMMN3FH663708
 
2015
 
International
 
Box Truck
 
              57,808
 
1/1/2015
1HTMMMML8FH666361
 
2015
 
International
 
Box Truck
 
              94,188
 
1/1/2015
1XKYD49XXHJ148987
 
2017
 
Kenworth
 
Day Cab
 
            182,873
 
4/1/2016
1XKYD49X6HJ148985
 
2017
 
Kenworth
 
Day Cab
 
            189,829
 
4/1/2016
1XKYD49X8HJ148986
 
2017
 
Kenworth
 
Day Cab
 
            205,049
 
4/1/2016
3HSDJAPR5GN285053
 
2016
 
International
 
Sleeper Cab
 
            233,909
 
11/30/2016
1XKYD49X3HJ148992
 
2017
 
Kenworth
 
Sleeper Cab
 
            234,927
 
4/1/2016
1XKYD49X4HJ148984
 
2017
 
Kenworth
 
Day Cab
 
            236,000
 
4/1/2016
1XKYD49X2HJ148983
 
2017
 
Kenworth
 
Day Cab
 
            240,186
 
4/1/2016
1XKYD49X1HJ148991
 
2017
 
Kenworth
 
Sleeper Cab
 
            240,729
 
4/1/2016
3HSDJAPR1GN285051
 
2016
 
International
 
Sleeper Cab
 
            249,788
 
11/30/2016
1XKYD49X1HJ148988
 
2017
 
Kenworth
 
Sleeper Cab
 
            261,702
 
4/1/2016
1XKYD49X3HJ148989
 
2017
 
Kenworth
 
Sleeper Cab
 
            265,832
 
4/1/2016
4V4NC9EH9EN160862
 
2014
 
Volvo
 
Day Cab
 
            272,225
 
11/30/2016
1XKYD49XXHJ148990
 
2017
 
Kenworth
 
Sleeper Cab
 
            287,472
 
4/1/2016
3HSDJAPR6GN111198
 
2016
 
International
 
Sleeper Cab
 
            298,972
 
10/15/2015
4LMBF2114FL030019
 
2015
 
Capacity
 
Day Cab
 
            299,355
 
6/17/2015
3HSDJAPR8GN111199
 
2016
 
International
 
Sleeper Cab
 
            303,572
 
10/15/2015
4V4NC9EH3FN182406
 
2015
 
Volvo
 
Day Cab
 
            320,644
 
3/31/2017
1XKADP9XXDJ290009
 
2013
 
Kenworth
 
Day Cab
 
            410,093
 
4/1/2016
11VF813E2FA000106
 
2015
 
Ottawa
 
Day Cab
 
            689,301
 
12/18/2014
11VF813E0FA000105
 
2015
 
Ottawa
 
Day Cab
 
            834,607
 
12/18/2014
3HSDJAPR3GN030871
 
2016
 
International
 
Sleeper Cab
 
            232,294
 
9/14/2015
3HSDJAPR5GN030872
 
2016
 
International
 
Sleeper Cab
 
            248,810
 
9/14/2015
3HSDJAPR7GN030811
 
2016
 
International
 
Sleeper Cab
 
            264,226
 
9/14/2015
3HSDJAPR7GN030887
 
2016
 
International
 
Sleeper Cab
 
            270,177
 
9/14/2015
3HSDJAPRXGN030818
 
2016
 
International
 
Sleeper Cab
 
            288,800
 
9/14/2015
3HSDJAPR6GN030900
 
2016
 
International
 
Sleeper Cab
 
            298,640
 
9/14/2015
3HSDJAPR9GN030888
 
2016
 
International
 
Sleeper Cab
 
            302,946
 
9/14/2015
3HSDJAPR1GN030884
 
2016
 
International
 
Sleeper Cab
 
            306,962
 
9/14/2015
 

3HSDJAPR3GN030787
 
2016
 
International
 
Sleeper Cab
 
            319,984
 
9/14/2015
3HSDJAPR7GN030775
 
2016
 
International
 
Sleeper Cab
 
            324,371
 
9/14/2015
3HSDJAPRXGN030897
 
2016
 
International
 
Sleeper Cab
 
            335,646
 
9/14/2015
3HSDJAPR0GN030875
 
2016
 
International
 
Sleeper Cab
 
            354,673
 
9/14/2015
3HSDJAPR7GN750285
 
2015
 
International
 
Sleeper Cab
 
            266,143
 
3/23/2015
3HSDJAPR6FN725215
 
2015
 
International
 
Sleeper Cab
 
            234,313
 
1/27/2015
3HSDJAPR3FN725107
 
2015
 
International
 
Sleeper Cab
 
            243,788
 
1/27/2015
3HSDJAPR7FN725224
 
2015
 
International
 
Sleeper Cab
 
            263,753
 
1/27/2015
3HSDJAPR9GN750241
 
2015
 
International
 
Sleeper Cab
 
            271,156
 
3/23/2015
3HSDJAPR2FN725275
 
2015
 
International
 
Sleeper Cab
 
            281,500
 
1/27/2015
3HSDJAPR0FN604776
 
2015
 
International
 
Sleeper Cab
 
            292,996
 
1/27/2015
3HSDJAPR1FN725204
 
2015
 
International
 
Sleeper Cab
 
            297,131
 
1/27/2015
3HSDJAPR7FN725174
 
2015
 
International
 
Sleeper Cab
 
            297,300
 
1/27/2015
3HSDJAPR9FN725161
 
2015
 
International
 
Sleeper Cab
 
            303,684
 
1/27/2015
3HSDJAPR5FN725125
 
2015
 
International
 
Sleeper Cab
 
            303,901
 
1/27/2015
3HSDJAPR0FN725212
 
2015
 
International
 
Sleeper Cab
 
            304,794
 
2/27/2015
3HSDJAPR8FN725281
 
2015
 
International
 
Sleeper Cab
 
            305,356
 
1/27/2015
3HSDJAPR2FN725387
 
2015
 
International
 
Sleeper Cab
 
            310,473
 
1/27/2015
3HSDJAPR8GN750246
 
2015
 
International
 
Sleeper Cab
 
            322,309
 
3/23/2015
3HSDJAPR3FN725172
 
2015
 
International
 
Sleeper Cab
 
            323,137
 
1/27/2015
3HSDJAPR9FN725385
 
2015
 
International
 
Sleeper Cab
 
            329,327
 
2/27/2015
3HSDJAPR1GN750377
 
2015
 
International
 
Sleeper Cab
 
            332,908
 
3/23/2015
3HSDJAPR9GN750434
 
2016
 
International
 
Sleeper Cab
 
            333,182
 
6/1/2015
3HSDJAPR4FN725438
 
2015
 
International
 
Sleeper Cab
 
            343,560
 
2/27/2015
3HSDJAPR5FN725318
 
2015
 
International
 
Sleeper Cab
 
            344,587
 
1/27/2015
3HSDJAPR3GN750431
 
2016
 
INTRNTL
 
Sleeper Cab
 
            348,316
 
6/1/2015
3HSDJAPR9FN725449
 
2015
 
International
 
Sleeper Cab
 
            353,051
 
3/23/2015
3HSDJAPR5FN725271
 
2015
 
International
 
Sleeper Cab
 
            353,673
 
2/27/2015
3HSDJAPR9FN725189
 
2015
 
International
 
Sleeper Cab
 
            360,166
 
1/27/2015
3HSDJAPR4FN725388
 
2015
 
International
 
Sleeper Cab
 
            364,106
 
2/27/2015
3HSDJAPRXFN604588
 
2015
 
International
 
Sleeper Cab
 
            297,891
 
12/19/2014
3HSDJAPR8FN604587
 
2015
 
International
 
Sleeper Cab
 
            334,786
 
12/19/2014
3HSDJAPR6GN111184
 
2016
 
International
 
Sleeper Cab
 
            240,504
 
11/3/2015
3HSDJAPRXGN111169
 
2016
 
International
 
Sleeper Cab
 
            297,596
 
11/3/2015
3HSDJAPR9GN111194
 
2016
 
International
 
Sleeper Cab
 
            317,658
 
11/3/2015
3HSDJAPR3FN724975
 
2015
 
International
 
Sleeper Cab
 
            384,548
 
2/27/2015
3HSDJAPR9FN662644
 
2015
 
International
 
Sleeper Cab
 
            362,368
 
10/1/2014
3HSDJAPR3FN604657
 
2015
 
International
 
Sleeper Cab
 
            355,613
 
12/1/2014
3HSDJAPR7FN588124
 
2015
 
International
 
Sleeper Cab
 
              20,815
 
6/13/2014
3HSDJAPR1FN587843
 
2015
 
International
 
Sleeper Cab
 
            230,129
 
6/13/2014
3HSDJAPR3GN750624
 
2016
 
International
 
Sleeper Cab
 
            230,531
 
6/29/2015
3HSDJAPR7GN030470
 
2016
 
International
 
Sleeper Cab
 
            264,163
 
6/29/2015
3HSDJAPR7FN602202
 
2015
 
International
 
Sleeper Cab
 
            278,265
 
7/31/2014
3HSDJAPR3FN725141
 
2015
 
International
 
Sleeper Cab
 
            287,245
 
2/27/2015
3HSDJAPR7GN750612
 
2016
 
International
 
Sleeper Cab