Dealership Assets Clause Samples
The 'Dealership Assets' clause defines which assets are considered part of the dealership for the purposes of the agreement. This typically includes tangible items such as inventory, equipment, and fixtures, as well as intangible assets like customer lists or proprietary information used in the dealership's operations. By clearly identifying these assets, the clause ensures both parties understand what is included in the transaction or relationship, thereby preventing disputes and ensuring a smooth transfer or management of dealership property.
Dealership Assets. Subject to the terms and conditions contained in this Agreement, upon the consummation of the transactions contemplated by this Agreement (the “Closing”, and the date thereof, the “Closing Date”), Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Assets as set forth on Schedule 2 and as more generally described below in this Section 2. A mutually agreed to form of ▇▇▇▇ of Sale, attached as Exhibit A hereto, executed and delivered by the Parties on the Closing Date (the “▇▇▇▇ of Sale”) will contain a list of all of the Assets sold to Buyer as set forth on Schedule 2.
Dealership Assets. Except for non-default liens securing floor plan inventory debt to be satisfied on the Closing Date, Contributor is the owner of, and has, good and marketable title to all of the Assets (including intangible assets such as websites and domain names); all of the Assets will be transferred to NewCo free and clear of all liens and encumbrances; and all of the Assets to be sold under the terms of this Agreement will be conveyed on the Closing Date “AS IS” and “With All Faults.” Contributor does not utilize any tangible or intangible personal property (e.g., websites, delivery vehicles, trade names, off-site storage facilities, no equipment leases, etc.) or real estate in their operation of the Dealership that is not either being contributed to NewCo as an Asset or subject of the Real Estate Contract.
Dealership Assets. Seller is the owner of, and has, good and marketable title to all of the Assets to be sold to Buyer under the terms of this Agreement (including intangible assets such as websites and domain names); all of the Assets will be transferred to Buyer free and clear of all liens and encumbrances; and all of the Assets to be sold under the terms of this Agreement are, or on the Closing Date will be, in operable condition.
Dealership Assets. Except as provided on Schedule 6(g) hereto, Seller is the owner of, and has, good and marketable title to all of the Dealership Assets (including intangible assets such as websites and domain names); all of the Dealership Assets will be transferred to Buyer free and clear of all liens and encumbrances; and all of the Dealership Assets to be sold under the terms of this Agreement are, or on the Closing Date will be, in a condition no less than the condition and repair as Buyer or its consultant observed as part of its due diligence during the Inspection Period, reasonable wear and tear excepted. Seller does not utilize any tangible or intangible personal property (e.g., websites, delivery vehicles, trade names, off-site storage facilities, no equipment leases, etc.) or real estate in its operation of the Dealership that is not either being sold to Buyer as a Dealership Asset or subject of the New Lease or Lease Assignment Documents.
Dealership Assets. Seller is the owner of, and has, good and marketable title to all of the Assets (including intangible assets such as websites and domain names); all of the Assets will be transferred to Buyer free and clear of all liens and encumbrances; and all of the Assets to be sold under the terms of this Agreement are, or on the Closing Date will be, in good operating condition and repair. Seller does not utilize any tangible or intangible personal property (e.g., websites, delivery vehicles, trade names, off-site storage facilities, no equipment leases, etc.) or real estate in its operation of the Dealership that is not either being sold to Buyer as an Asset or subject of the Real Estate Contract.
Dealership Assets. Subject to the terms and conditions contained in this Agreement, upon the consummation of the transactions contemplated by this Agreement (the “Closing”, and the date thereof, the “Closing Date”), Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Assets listed below in this Section 2 effective as of 12:01 a.m. on the Closing Date. Seller is retaining its cash, deposit accounts, accounts receivable, claims (including defenses and set-offs) against third parties, used cars, non-OEM parts, and the re-insurance company and any of its rights and assets (collectively, the “Excluded Assets”). A mutually agreed to form of ▇▇▇▇ of Sale, Assignment and Assumption Agreement executed and delivered by the Parties on the Closing Date (the “▇▇▇▇ of Sale”) will contain a list and description of all of the Assets sold to Buyer.
Dealership Assets. ● All of the Seller’s furniture, fixtures, signs, product marketing displays, office equipment and computers, machinery and shop equipment, parts equipment, special tools, lifts, hybrid charging stations and related equipment, removable compressors, shop tools, company vehicles, and other items of tangible personal property owned and used by the Seller in the operation of the Business, including those items listed on the Seller’s depreciation schedules and on Schedule 1 attached hereto (the “Fixed Assets”); ● The Seller’s New Vehicles and Demos listed on Schedule 2 attached hereto; ● The Seller’s Used Vehicles listed on Schedule 3 attached hereto; ● The Seller’s assignable rights and privileges under the Contracts identified on Schedule 4 attached hereto (the “Assumed Contracts”); ● The Seller’s Parts, all as summarized on Schedule 5 attached hereto; ● The Seller’s WIP, as listed on Schedule 6 attached hereto (“WIP”); ● The Seller’s return privileges, if any, concerning the Manufacturer Parts; ● The Seller’s assignable rights to its email addresses, PO Boxes, telephone and facsimile numbers (local and toll-free), as listed on Schedule 7 attached hereto; ● To the extent transferable, all Licenses; ● All assignable rights of the Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof; ● The Seller’s offices supplies, janitorial supplies, and similar items; ● Any assignable rights relating to or arising out of or under any express or implied warranties from suppliers with respect to the Dealership Assets; ● All assignable rights of the Seller arising under any non-compete or restrictive covenant agreements between the Seller and any former member(s), or between the Seller and its current or former employees; ● Any insurance proceeds for claims or damages to the Dealership Assets, except such proceeds which have been used prior to the Closing Date for repair or restoration; and ● All of the Seller’s perpetual inventory records, sales records, customer lists, customer service records and all other customer data, deal jackets, supply and manufacturer lists, technical data, and sales and marketing literature, advertising materials, promotional materials, including merchandising literature from the Manufacturers, whether in hard or digital copies, and all of the Seller’s intangible property rights and goodwill associated with the Business, including all assignable franchise rights under the Manufacturers’ dealer...