Common use of DAMAGED OR REPAIRED NEW VEHICLES AND DEMONSTRATORS Clause in Contracts

DAMAGED OR REPAIRED NEW VEHICLES AND DEMONSTRATORS. If any New Vehicles or Demonstrators shall have suffered any damage prior to the Closing Date which is not reflected on Schedule 3.1 or Schedule 3.2, the Seller shall notify the Buyer in writing on or prior to the Closing Date. In such case, the Seller and the Buyer will attempt to agree on the cost to cover such repairs or some other equitable reduction in value to reflect such condition, which amount shall be deducted from the price to be paid for such New Vehicle or Demonstrator. In the event the Buyer and the Seller cannot agree on the cost of repairs or the amount of reduction, the Buyer shall have no obligation to purchase any such damaged New Vehicle or Demonstrator and the Seller shall have no obligation to sell such damaged New Vehicle or Demonstrator. With respect to any New Vehicle or Demonstrator which shall have been damaged and repaired prior to the Closing Date, the Seller and the Buyer will attempt to agree on an adjustment to the price to reflect the decrease, if any, in the wholesale value of such New Vehicle or Demonstrator resulting from such damage and repair, which amount shall be deducted from the price to be paid for such New Vehicle or Demonstrator. In the event the Buyer and the Seller cannot agree on such adjustment, the Buyer shall have no obligation to purchase such New Vehicle or Demonstrator and the Seller shall have no obligation to sell such New Vehicle or Demonstrator.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Sonic Automotive Inc), Asset Purchase Agreement (Sonic Automotive Inc)

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DAMAGED OR REPAIRED NEW VEHICLES AND DEMONSTRATORS. If any New Vehicles or Demonstrators shall have suffered any damage prior to the Closing Date in excess of $300 and which is not reflected on Schedule 3.1 or Schedule 3.2, the Seller shall notify the Buyer in writing on or prior to the Closing Date. In such case, the Seller and the Buyer will attempt in good faith to agree on the cost to cover such repairs or some other equitable amount of the reduction in value the purchase price of such vehicle to reflect such condition, which mutually agreed amount in excess of $300 shall be deducted from the price to be paid for such New Vehicle or Demonstrator. In the event such damage exceeds $300 and the Buyer and the Seller cannot agree on the cost of repairs or the amount of the reduction, the Buyer shall have no obligation to purchase any such damaged New Vehicle or Demonstrator and the Seller shall have no obligation to sell such damaged New Vehicle or Demonstrator. With respect to any New Vehicle or Demonstrator which shall have been damaged and repaired prior to the Closing Date, the Seller and the Buyer will attempt in good faith to agree on an adjustment to the price to reflect the decrease, if any, in the wholesale value of such New Vehicle or Demonstrator resulting from such damage and repair, which mutually agreed amount in excess of $300 shall be deducted from the price to be paid for such New Vehicle or Demonstrator. In the event any such decrease exceeds the amount of $300 and that the Buyer and the Seller cannot agree on such adjustment, the Buyer shall have no obligation to purchase such New Vehicle or Demonstrator and the Seller shall have no obligation to sell such New Vehicle or Demonstrator.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sonic Automotive Inc)

DAMAGED OR REPAIRED NEW VEHICLES AND DEMONSTRATORS. If In the event any New Vehicles Vehicle or Demonstrators Demonstrator shall have suffered any damage prior to the Closing Date which is not reflected on Schedule 3.1 or Schedule 3.2, the Seller shall notify the Buyer in writing on or been damaged prior to the Closing Date. In , or is otherwise in a condition such casethat it cannot reasonably be presented as being in a first-class saleable condition, the Seller Sellers' Agent and the Buyer will attempt to agree on the cost to cover such repairs or some other equitable reduction in value to reflect such condition, which amount shall be deducted from the price to be paid for such New Vehicle or Demonstrator. In the event that the Buyer and the Seller Sellers' Agent cannot agree on the cost of repairs or the amount of reduction, the Buyer shall have no obligation to purchase any such damaged New Vehicle or Demonstrator and the Seller shall have no obligation to sell such damaged New Vehicle or Demonstrator. With respect to any New Vehicle or Demonstrator which shall have has been damaged and repaired prior to the Closing Date, the Seller Sellers' Agent and the Buyer will attempt to agree on an adjustment to the price to reflect the decrease, if any, any decrease in the wholesale value of such New Vehicle or Demonstrator resulting from such damage and repair, which amount shall be deducted from the price to be paid for such New Vehicle or Demonstrator. In the event that the Buyer and the Seller Sellers' Agent cannot agree on such adjustment, the Buyer shall have no obligation to purchase such New Vehicle or Demonstrator and Demonstrator. The Sellers' Agent shall notify the Seller Buyer on or prior to the Closing Date if any New Vehicles or Demonstrators shall have no obligation to sell such New Vehicle suffered any damage which is not reflected on Schedule 3.1 or DemonstratorSchedule 3.2.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sonic Automotive Inc)

DAMAGED OR REPAIRED NEW VEHICLES AND DEMONSTRATORS. If In the event any New Vehicles Vehicle or Demonstrators Demonstrator shall have suffered any damage been damaged prior to the Closing Date which is not reflected on Schedule 3.1 or Schedule 3.2, the Seller shall notify the Buyer or is otherwise in writing on or prior to the Closing Date. In a condition such casethat it cannot reasonably be presented as being in a first class saleable condition, the Seller and the Buyer will attempt to agree on the cost to cover such repairs or some other equitable reduction in value to reflect such condition, which amount shall be deducted from the price to be paid for such New Vehicle or Demonstrator. In the event the Buyer and the Seller cannot agree on the cost of repairs or the amount of reduction, the Buyer shall have no obligation to purchase any such damaged New Vehicle or Demonstrator and the Seller shall have no obligation to sell such damaged New Vehicle or Demonstrator. With respect to any New Vehicle or Demonstrator which shall have been damaged and repaired prior to the Closing Date, the Seller and the Buyer will attempt to agree on an adjustment to the price to reflect the decrease, if any, in the wholesale value of such New Vehicle or Demonstrator resulting from such damage and repair, which amount shall be deducted from the price to be paid for such New Vehicle or Demonstrator. In the event the Buyer and the Seller cannot agree on such adjustment, the Buyer shall have no obligation to purchase such New Vehicle or Demonstrator and the Demonstrator. Seller shall notify Buyer on or prior to the Closing Date if any New Vehicles or Demonstrators shall have no obligation to sell such New Vehicle or Demonstratorsuffered any damage which is not reflected on Schedules 3.1 and 3.2.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sonic Automotive Inc)

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DAMAGED OR REPAIRED NEW VEHICLES AND DEMONSTRATORS. If In the event any New Vehicles Vehicle or Demonstrators Demonstrator shall have suffered any damage prior to the Closing Date which is not reflected on Schedule 3.1 or Schedule 3.2, the Seller shall notify the Buyer in writing on or been damaged prior to the Closing Date. In such case, the Seller and the Buyer will attempt to agree on the cost to cover such repairs or some other equitable reduction in value to reflect such condition, which amount shall be deducted from the price to be paid for such New Vehicle or Demonstrator. In the event the Buyer and the Seller cannot agree on the cost of repairs or the amount of reduction, the Buyer shall have no obligation to purchase any such damaged New Vehicle or Demonstrator purchase, and the Seller shall have no obligation to sell sell, any such damaged New Vehicle or Demonstrator. With respect to any New Vehicle or Demonstrator which shall have been damaged and repaired prior to the Closing Date, the Seller and the Buyer will attempt to agree on an adjustment to the price to reflect the decrease, if any, in the wholesale value of such New Vehicle or Demonstrator resulting from such damage and repair, which amount shall be deducted from the price to be paid for such New Vehicle or Demonstrator. In the event the Buyer and the Seller cannot agree on such adjustment, the Buyer shall have no obligation to purchase such New Vehicle or Demonstrator purchase, and the Seller shall have no obligation to sell sell, such New Vehicle or Demonstrator. Seller shall notify Buyer on or prior to the Closing Date if any New Vehicles or Demonstrators shall have suffered any damage which is not reflected on Schedules 3.1 and 3.2.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sonic Automotive Inc)

DAMAGED OR REPAIRED NEW VEHICLES AND DEMONSTRATORS. If any New Vehicles or Demonstrators shall have suffered any damage prior to the Closing Date which is not reflected on Schedule 3.1 or Schedule 3.2, the applicable Seller shall notify the Buyer in writing on or prior to the Closing Date. In such case, the applicable Seller and the Buyer will attempt to agree on the cost to cover such reasonably required repairs or some other equitable reduction in value prior to reflect such conditionsale, which amount shall be deducted from the price to be paid for such New Vehicle or DemonstratorDemonstrator to the extent not repaired prior to Closing. In the event the Buyer and the applicable Seller cannot agree on the cost of repairs or the amount of reduction, the Buyer shall have no obligation to purchase any such damaged New Vehicle or Demonstrator and the such Seller shall have no obligation to sell such damaged New Vehicle or Demonstrator. With respect to any New Vehicle or Demonstrator which shall have been damaged and repaired prior to the Closing Date, the applicable Seller and the Buyer will attempt to agree on an adjustment to the price to reflect the decrease, if any, in the wholesale value of such New Vehicle or Demonstrator resulting from such damage and repair, which amount shall be deducted from the price to be paid for such New Vehicle or Demonstrator. In the event the Buyer and the such Seller cannot agree on such adjustment, the Buyer shall have no obligation to purchase such New Vehicle or Demonstrator and the such Seller shall have no obligation to sell such New Vehicle or Demonstrator.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sonic Automotive Inc)

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