Inventory & Returnable. A physical inventory of Seller’s parts and accessories will be taken in the presence of a representative of Buyer and Seller by an inventory service chosen by Buyer and reasonably acceptable to Seller, the cost of which will be borne by the Buyer and Seller splitting the cost on a 50/50 basis (the “Inventory”). The Inventory will classify parts and accessories as “returnable” or “non-returnable”. The terms “returnable parts” and “returnable accessories” means only those new undamaged replacement parts and new undamaged accessories for Manufacturer vehicles which are listed (coded) in the latest current Master Parts Price List Suggested List Prices and Dealer Prices (or other applicable similar Manufacturer price lists, with supplements or the equivalent in effect as of the Inventory date, the “Master Price List”), as returnable to the Manufacturer at not less than the purchase price reflected in the Master Price List and are within the limits of returnable parts established by the Manufacturer from time to time. Buyer shall purchase from Seller, and Seller shall sell to Buyer, all of Seller’s returnable parts and returnable accessories for an amount equal to the price listed in the Master Price List (less all applicable rebates and discounts). At Closing the total Parts and Miscellaneous Inventory that are in their original packaging, current and returnable and with sales in the 12 months prior to closing for an amount equal to the Manufacturer prices as reflected in the most recent pricing catalogs less all discounts and allowances. Seller will assign Sellers’ parts return rights to Buyer at Closing.
Inventory & Returnable. A physical inventory of Contributors’ parts and accessories will be taken in the presence of a representative of LMP and Contributors by an inventory service mutually acceptable to LMP and Contributors, the cost of which will be equally divided between LMP and Contributors (the “Inventory”). The Inventory will classify parts and accessories as “returnable” or “non-returnable” and useable (i.e., without impairing any Manufacturer warranty) non-Manufacturer parts and accessories. The terms “returnable parts” and “returnable accessories” means only those new undamaged replacement parts and new undamaged accessories for Manufacturer vehicles which are listed (coded) in the latest current Master Parts Price List Suggested List Prices and Dealer Prices (or other applicable similar Manufacturer price lists, with supplements or the equivalent in effect as of the Inventory date, the “Master Price List”), as returnable to the Manufacturer at not less than the purchase price reflected in the Master Price List and are within the limits of returnable parts established by the Manufacturer from time to time. NewCos shall accept from their corresponding Contributor, and Contributors shall contribute to their corresponding NewCos, all of Contributors’ returnable parts and returnable accessories for an amount equal to the net cost listed in the most recent Master Price List less all applicable discounts (including quantity purchase or stock order discounts), rebates, incentives or allowances that should be reasonably taken into account in order to establish the Contributor’s net cost for the items.
