Common use of DISTRIBUTOR'S OBLIGATIONS Clause in Contracts

DISTRIBUTOR'S OBLIGATIONS. Upon the expiration or termination of this Agreement (other than pursuant to an approved agreement to sell the dealership business or assets or to otherwise transfer the ownership of DEALER), DISTRIBUTOR shall repurchase from DEALER the following: a. New, unused, never titled, unmodified, undamaged, current model year Toyota Motor Vehicles with less than 100 miles, then unsold in DEALER's inventory. The prices of such Motor Vehicles shall be the same as those at which they were originally purchased by DEALER, less all prior refunds or other allowances made by DISTRIBUTOR to DEALER with respect thereto. b. New, unused and undamaged Toyota parts and accessories, contained in the original packaging, then unsold in DEALER's inventory that are in good and saleable condition. The prices for such parts and accessories shall be the prices last established by DISTRIBUTOR for the sale of identical parts or accessories to dealers in the area in which DEALER is located. c. Special service tools recommended by DISTRIBUTOR and then owned by DEALER and that are especially designed for servicing Toyota Motor Vehicles. The prices for such special service tools will be the price paid by DEALER less appropriate depreciation, or such other price as the parties may negotiate. d. Signs that DISTRIBUTOR has recommended for identification of DEALER and are owned by DEALER. The price of such signs shall be the price paid by DEALER less appropriate depreciation or such other price as the parties may negotiate.

DISTRIBUTOR'S OBLIGATIONS. Upon the expiration or termination of this Agreement (other than pursuant Agreement, DISTRIBUTOR shall have the right to an approved agreement cancel any and all shipments of LEXUS Products scheduled for delivery to sell the dealership business or assets or to otherwise transfer the ownership of DEALER), and DISTRIBUTOR shall repurchase from DEALER the following: a. New, unused, never titled, unmodified, undamaged, current model year Toyota unmodified and undamaged LEXUS Motor Vehicles with less than 100 miles, then unsold in DEALER's 'S inventory. The prices of such Motor Vehicles shall be the same as those at which they were originally purchased by DEALER, less all prior refunds or other allowances made by DISTRIBUTOR to DEALER with respect thereto. b. New, unused and undamaged Toyota LEXUS parts and accessories, contained in the original packaging, accessories then unsold in DEALER's 'S inventory that are in good and saleable condition. The prices for such parts and accessories shall be the prices last established by DISTRIBUTOR for the sale of identical parts or accessories to dealers in the area in which DEALER is located. c. Special service tools recommended by DISTRIBUTOR and then owned by DEALER and that are especially designed for servicing Toyota LEXUS Motor Vehicles. The prices for such special service tools will be the price paid by DEALER less appropriate depreciation, or such other price as the parties may negotiate. d. Signs that DISTRIBUTOR has recommended for identification of DEALER and are owned by DEALER. The price of such signs shall be the price paid by DEALER less appropriate depreciation or such other price as the parties may negotiate.

DISTRIBUTOR'S OBLIGATIONS. Upon the expiration or termination of this Agreement (other than pursuant to an approved agreement to sell the dealership business or assets or to otherwise transfer the ownership of DEALER), DISTRIBUTOR shall repurchase from DEALER the following: a. New, unused, never titled, unmodified, undamaged, current model year Toyota Motor Vehicles with less than 100 miles, then unsold in DEALER's inventory. The prices of such Motor Vehicles shall be the same as those at which they were originally original purchased by DEALER, less all prior refunds or other allowances made by DISTRIBUTOR to DEALER with respect thereto. b. New, unused and undamaged Toyota parts and accessories, contained in the original packaging, then unsold in DEALER's inventory that are in good and saleable condition. The prices for such parts and accessories shall be the prices last established by DISTRIBUTOR for the sale of identical parts or accessories to dealers in the area in which DEALER is located. c. Special service tools recommended by DISTRIBUTOR and then owned by DEALER and that are especially designed for servicing Toyota Motor Vehicles. The prices for such special service tools will be the price paid by DEALER less appropriate depreciation, or such other price as the parties may negotiate. d. Signs that DISTRIBUTOR has recommended for identification of DEALER and are owned by DEALER. The price of such signs shall be the price paid by DEALER less appropriate depreciation or such other price as the parties may negotiate.

DISTRIBUTOR'S OBLIGATIONS. Upon the expiration or termination of this Agreement (other than pursuant to an approved agreement to sell the dealership business or assets or to otherwise transfer the ownership of DEALER), DISTRIBUTOR shall repurchase from DEALER the following: a. New, ; unused, never titled, unmodified, undamaged, current model year Toyota Motor Vehicles with less than 100 miles, then unsold in DEALER's inventory. The prices of such Motor Vehicles shall be the same as those at which they were originally purchased by DEALER, less all prior refunds or other allowances made by DISTRIBUTOR to DEALER with respect thereto. b. New, unused and undamaged Toyota parts and accessories, contained in the original packaging, then unsold in DEALER's inventory that are in good and saleable condition. The prices for such parts and accessories shall be the prices last established by DISTRIBUTOR for the sale of identical parts or accessories to dealers in the area in which DEALER is located. c. Special service tools recommended by DISTRIBUTOR and then owned by DEALER and that are especially designed for servicing Toyota Motor Vehicles. The prices for such special service tools will be the price paid by DEALER less appropriate depreciation, or such other price as the parties may negotiate. d. Signs that DISTRIBUTOR has recommended for identification of DEALER and are owned by DEALER. The price of such signs shall be the price paid by DEALER less appropriate depreciation or such other price as the parties may negotiate.

DISTRIBUTOR'S OBLIGATIONS. Upon the expiration or prior termination of this Agreement (other than pursuant Agreement, DISTRIBUTOR shall have the right to an approved agreement cancel any and all shipments of Toyota Products scheduled for delivery to sell the dealership business or assets or to otherwise transfer the ownership of DEALER), and DISTRIBUTOR shall repurchase from DEALER the following: a. New, unused, never titled, unmodified, undamaged, unmodified and undamaged current model year Toyota Motor Vehicles with less than 100 miles, then unsold in DEALER's inventory. The prices of such Motor Vehicles shall be the same as those at which they were originally purchased by DEALER, less all prior refunds or other allowances made by DISTRIBUTOR to DEALER with respect thereto. b. New, unused and undamaged Toyota parts and accessories, contained in the original packaging, accessories then unsold in DEALER's inventory that which are in good and saleable condition, provided that they are listed in the then current Toyota Dealer Parts Price List. The prices for such parts and accessories shall be the prices last established by DISTRIBUTOR for the sale of identical parts or accessories to dealers in the area in which DEALER is located. c. Special service tools Tools and equipment recommended by DISTRIBUTOR IMPORTER and then owned by DEALER and that which are especially designed for servicing Toyota Motor Vehicles. The prices for such special service tools and equipment will be the price paid by DEALER less appropriate depreciation, depreciation or such other price as the parties may negotiate. d. Signs that which DISTRIBUTOR has recommended for identification of DEALER and are owned by DEALER. The price of such signs shall be the price paid by DEALER less appropriate depreciation or such other price as the parties may negotiate.