Common use of Miscellaneous Assets & Goodwill Clause in Contracts

Miscellaneous Assets & Goodwill. Buyer shall purchase from Sellers, and Sellers shall sell to Buyer, Sellers’ telephone and data numbers, website addresses and domain names owned or registered by or on Sellers’ behalf, by Principal or the Dealership (excluding any Excluded Assets, provided, that Sellers shall redirect internet traffic arriving at xxx.xxxxxxxxxxxxxxxxxxxxxx.xxx and xxx.xxxxxxxxxxxxxxxxxxxxxxxxxx.xxx to a domain name(s) provided by Buyer for at least one (1) year After the Closing Date), e-mail addresses, classified telephone and internet advertising, prospect data, customer sales, lease, finance and service records (both hard copy and electronic format (including deal jackets), for no additional cost to Buyer), Sellers’ xxxxxxx’x compensation and unemployment rating in the State of Florida to the extent that they are lawfully transferred, all lawfully transferable licenses and permits of the Dealerships or Sellers, Dealership Intellectual Property (defined below), leasehold improvements and fixtures, unused internal and customer repair order forms, customer lists and marketing materials and catalogues, retail buyer’s order forms, office and shop supplies, shop reference manuals, parts reference catalogs, all books and records necessary for the continued operation of the Dealerships (including training and promotional materials, employee records of employees hired by Buyer, P.O. Boxes, third party warranties in Sellers’ favor and all licenses and rights to use all software (other than DMS systems not assumed by Buyer) on or used in connection with any personal computer or other computing device used in connection with the Dealership, etc.), parts sales tickets, unused purchase order forms and all other forms and Sellers’ goodwill and going concern value relating to the Dealership. “Dealership Intellectual Property” means all (i) patents, patent applications, patent disclosures and improvements, (ii) trademarks, trade names, service marks, trade dress, and logos, (iii) copyrights and registrations and applications for registration thereof, (iv) computer software, data and documentation, (v) trade secrets; and (vi) social media, directory assistance, reputation management and e-commerce sites and accounts (including E-Bay, Facebook, Instagram, Twitter, yelp!, Dealer Rater, Edmunds and Google programs). The purchase price for the assets described in this Section 2(f) is $36,000,000.00, which will be allocated between the Dealerships by mutual written agreement of the Parties in the Closing Memorandum (defined below).

Miscellaneous Assets & Goodwill. Buyer shall purchase from SellersSeller, and Sellers Seller shall sell to Buyer, Sellers’ Seller’s telephone and data numbers, website addresses and domain names (owned or registered by or on Sellers’ Seller’s behalf, by Principal Grant or the Dealership (excluding any Excluded AssetsDealership, provided, that Sellers shall redirect internet traffic arriving at xxx.xxxxxxxxxxxxxxxxxxxxxx.xxx and xxx.xxxxxxxxxxxxxxxxxxxxxxxxxx.xxx to a domain name(s) provided by Buyer for at least one (1) year After the Closing Dateincluding “Central Avenue Chrysler Dodge Jeep Ram”), e-mail addresses, classified telephone and internet advertising, prospect data, customer sales, lease, finance and service records (both hard copy and electronic format (including deal jackets), for no additional cost to Buyer), Sellers’ Seller’s xxxxxxx’x compensation and unemployment rating in the State of Florida to the extent that they are lawfully transferredNew York, all lawfully transferable licenses and permits of the Dealerships Dealership or SellersSeller, Dealership Intellectual Property (defined below), leasehold improvements and fixtures, unused internal and customer repair order forms, customer lists and marketing materials and catalogues, retail buyer’s order forms, office and shop supplies, shop reference manuals, parts reference catalogs, all books and records necessary for the continued operation of the Dealerships Dealership (including training and promotional materials, employee records of employees hired by Buyer, P.O. Boxes, third party warranties in Sellers’ Seller’s favor and all licenses and rights to use all software (other than DMS systems not assumed by Buyer) on or used in connection with any personal computer or other computing device used in connection with the Dealership, etc.), parts sales tickets, unused purchase order forms and all other forms and Sellers’ Seller’s goodwill and going concern value relating to the Dealership. “Dealership Intellectual Property” means all (i) patents, patent applications, patent disclosures and improvements, (ii) trademarks, trade namesnames (including “Central Avenue Chrysler Jeep Dodge Ram”), service marks, trade dress, and logos, (iii) copyrights and registrations and applications for registration thereof, (iv) computer software, data and documentation, (v) trade secrets; and (vi) social media, directory assistance, reputation management and e-commerce sites and accounts (including E-Bay, Facebook, Instagram, Twitter, yelp!, Dealer Rater, Edmunds and Google programs). The purchase price for the assets described in this Section 2(f2(e) is $36,000,000.00, which will be allocated between the Dealerships by mutual written agreement of the Parties in the Closing Memorandum (defined below)14,500,000.00.

Miscellaneous Assets & Goodwill. Buyer shall purchase from SellersSeller, and Sellers Seller shall sell to Buyer, Sellers’ Seller’s telephone and data numbers, website addresses and domain names (owned or registered by or on Sellers’ behalfbehalf of the Dealership, by Principal or the Dealership (excluding any Excluded Assets, provided, that Sellers shall redirect internet traffic arriving at xxx.xxxxxxxxxxxxxxxxxxxxxx.xxx and xxx.xxxxxxxxxxxxxxxxxxxxxxxxxx.xxx including but not limited to a domain name(s) provided by Buyer for at least one (1) year After the Closing Datexxxxxxxxxxxxxxxxxxxxxxxxxxxx.xxx), e-mail addresses, classified telephone and internet advertising, prospect data, customer sales, lease, finance and service records (both hard copy and electronic format (including deal jackets), for no additional cost to Buyer), Sellers’ Seller’s xxxxxxx’x compensation and unemployment rating in the State of Florida to the extent that they are lawfully transferredTennessee, all lawfully transferable licenses and permits of the Dealerships Dealership or SellersSeller, Dealership Intellectual Property (defined below), leasehold improvements and fixtures, unused internal and customer repair order forms, customer lists and marketing materials and catalogues, retail buyer’s order forms, office and shop supplies, shop reference manuals, parts reference catalogs, all books and records necessary for the continued operation of the Dealerships Dealership (including training and promotional materials, employee records of employees hired by Buyer, P.O. Boxesboxes, third party warranties in Sellers’ Seller’s favor and all licenses and rights to use all software other than Vision AST software (other than DMS systems not assumed by Buyer) on or used in connection with any personal computer or other computing device used in connection with the Dealership, etc.), parts sales tickets, unused purchase order forms and all other forms and Sellers’ Seller’s goodwill and going concern value relating to the Dealership. “Dealership Intellectual Property” means any rights or ownership of the Dealership or Seller to all (i) patents, patent applications, patent disclosures and improvements, (ii) trademarks, trade, service marks, trade dress, and logos (excluding trade names, service marks, trade dress, dress and logos, (iii) copyrights and registrations and applications for registration thereof, (iv) computer software, data and documentation, (v) trade secrets; and (vi) social media, directory assistance, reputation management and e-commerce sites and accounts (including E-Bay, Facebook, Instagram, Twitter, yelp!, Dealer Rater, Edmunds and Google programs). The purchase price for the assets described in this Section 2(f) is $36,000,000.00, which will be allocated between the Dealerships by mutual written agreement of the Parties in the Closing Memorandum (defined below).

Miscellaneous Assets & Goodwill. Buyer shall purchase from SellersSeller, and Sellers Seller shall sell to Buyer, Sellers’ Seller’s telephone and data numbers, website addresses and domain names (owned or registered by or on Sellers’ Seller’s behalf, by Principal Grant or the Dealership (excluding any Excluded AssetsDealership, provided, that Sellers shall redirect internet traffic arriving at xxx.xxxxxxxxxxxxxxxxxxxxxx.xxx and xxx.xxxxxxxxxxxxxxxxxxxxxxxxxx.xxx to a domain name(s) provided by Buyer for at least one (1) year After the Closing Dateincluding “White Plains Chrysler Jeep Dodge Ram”), e-mail addresses, classified telephone and internet advertising, prospect data, customer sales, lease, finance and service records (both hard copy and electronic format (including deal jackets), for no additional cost to Buyer), Sellers’ Seller’s xxxxxxx’x compensation and unemployment rating in the State of Florida to the extent that they are lawfully transferredNew York, all lawfully transferable licenses and permits of the Dealerships Dealership or SellersSeller, Dealership Intellectual Property (defined below), leasehold improvements and fixtures, unused internal and customer repair order forms, customer lists and marketing materials and catalogues, retail buyer’s order forms, office and shop supplies, shop reference manuals, parts reference catalogs, all books and records necessary for the continued operation of the Dealerships Dealership (including training and promotional materials, employee records of employees hired by Buyer, P.O. Boxes, third party warranties in Sellers’ Seller’s favor and all licenses and rights to use all software (other than DMS systems not assumed by Buyer) on or used in connection with any personal computer or other computing device used in connection with the Dealership, etc.), parts sales tickets, unused purchase order forms and all other forms and Sellers’ Seller’s goodwill and going concern value relating to the Dealership. “Dealership Intellectual Property” means all (i) patents, patent applications, patent disclosures and improvements, (ii) trademarks, trade namesnames (including “White Plains Chrysler Jeep Dodge Ram”), service marks, trade dress, and logos, (iii) copyrights and registrations and applications for registration thereof, (iv) computer software, data and documentation, (v) trade secrets; and (vi) social media, directory assistance, reputation management and e-commerce sites and accounts (including E-Bay, Facebook, Instagram, Twitter, yelp!, Dealer Rater, Edmunds and Google programs). The purchase price for the assets described in this Section 2(f2(e) is $36,000,000.006,500,000.00; provided, which that an additional $3,500,000.00 of purchase price for such assets will be allocated between the Dealerships by mutual due within five (5) business days after Seller provides Buyer written agreement notice of termination of the Parties in the Closing Memorandum (defined below)PSA.

Miscellaneous Assets & Goodwill. Buyer shall purchase from SellersSeller, and Sellers Seller shall sell to Buyer, Sellers’ Seller’s telephone and data numbers, website addresses and domain names (owned or registered by or on Sellers’ behalfbehalf of the Dealerships, by Principal or the Dealership (excluding any Excluded Assets, provided, that Sellers shall redirect internet traffic arriving at xxx.xxxxxxxxxxxxxxxxxxxxxx.xxx and xxx.xxxxxxxxxxxxxxxxxxxxxxxxxx.xxx including but not limited to a domain name(s) provided by Buyer for at least one (1) year After the Closing Date____.com), e-mail addresses, classified telephone and internet advertising, prospect data, customer sales, lease, finance and service records (both hard copy and electronic format (including deal jackets), for no additional cost to Buyer), Sellers’ Seller’s xxxxxxx’x compensation and unemployment rating in the State of Florida to the extent that they are lawfully transferredTexas, all lawfully transferable licenses and permits of the Dealerships or SellersSeller, Dealership Dealerships’ Intellectual Property (defined below), leasehold improvements and fixtures, unused internal and customer repair order forms, customer lists and marketing materials and catalogues, retail buyer’s order forms, office and shop supplies, shop reference manuals, parts reference catalogs, all books and records necessary for the continued operation of the Dealerships (including training and promotional materials, employee records of employees hired by Buyer, P.O. Boxesboxes, third party warranties in Sellers’ Seller’s favor and all licenses and rights to use all software (other than including the DMS systems not assumed by Buyer) Buyer on or used in connection with any personal computer or other computing device used in connection with the DealershipDealerships, etc.), parts sales tickets, unused purchase order forms and all other forms and Sellers’ Seller’s goodwill and going concern value relating to the DealershipDealerships. “Dealership Intellectual Property” means any rights or ownership of the Dealerships or Seller to all (i) patents, patent applications, patent disclosures and improvements, (ii) trademarks, trade namestrade, service marks, trade dress, and logoslogos (excluding trade names, service marks, trade dress and logos incorporating the name “McGavock” but see Section 2(f) below), (iii) copyrights and registrations and applications for registration thereof, (iv) computer software, data and documentation, (v) trade secrets; and (vi) social media, directory assistance, reputation management and e-commerce sites and accounts (including E-Bay, Facebook, Instagram, Twitter, yelp!, Dealer Rater, Edmunds and Google programs). The purchase price for the assets described in this Section 2(f) is $36,000,000.00, which will be allocated between the Dealerships by mutual written agreement of the Parties in the Closing Memorandum (defined below).

Miscellaneous Assets & Goodwill. Buyer shall purchase from SellersSeller, and Sellers Seller shall sell to Buyer, Sellers’ Seller’s telephone and data numbers, website addresses and domain names (owned or registered by or on Sellers’ behalfbehalf of the Dealership, by Principal or the Dealership (excluding any Excluded Assets, provided, that Sellers shall redirect internet traffic arriving at xxx.xxxxxxxxxxxxxxxxxxxxxx.xxx and xxx.xxxxxxxxxxxxxxxxxxxxxxxxxx.xxx including but not limited to a domain name(s) provided by Buyer for at least one (1) year After the Closing Date____.com), e-mail addresses, classified telephone and internet advertising, prospect data, customer sales, lease, finance and service records (both hard copy and electronic format (including deal jackets), for no additional cost to Buyer), Sellers’ Seller’s xxxxxxx’x compensation and unemployment rating in the State of Florida to the extent that they are lawfully transferredNew York, all lawfully transferable licenses and permits of the Dealerships Dealership or SellersSeller, Dealership Intellectual Property (defined below), leasehold improvements and fixtures, unused internal and customer repair order forms, customer lists and marketing materials and catalogues, retail buyer’s order forms, office and shop supplies, shop reference manuals, parts reference catalogs, all books and records necessary for the continued operation of the Dealerships Dealership (including training and promotional materials, employee records of employees hired by Buyer, P.O. Boxesboxes, third party warranties in Sellers’ Seller’s favor and all licenses and rights to use all software other than Vision AST software (other than DMS systems not assumed by Buyer) on or used in connection with any personal computer or other computing device used in connection with the Dealership, etc.), parts sales tickets, unused purchase order forms and all other forms and Sellers’ Seller’s goodwill and going concern value relating to the Dealership. “Dealership Intellectual Property” means any rights or ownership of the Dealership or Seller to all (i) patents, patent applications, patent disclosures and improvements, (ii) trademarks, trade namestrade, service marks, trade dress, and logoslogos (excluding trade names, service marks, trade dress and logos incorporating the name “Zappone” but see Section 2(f) below), (iii) copyrights and registrations and applications for registration thereof, (iv) computer software, data and documentation, (v) trade secrets; and (vi) social media, directory assistance, reputation management and e-commerce sites and accounts (including E-Bay, Facebook, Instagram, Twitter, yelp!, Dealer Rater, Edmunds and Google programs). The purchase price for the assets described in this Section 2(f) is $36,000,000.00, which will be allocated between the Dealerships by mutual written agreement of the Parties in the Closing Memorandum (defined below).

Miscellaneous Assets & Goodwill. Buyer shall purchase from SellersSeller (the price of which is included in the Goodwill Price), and Sellers Seller shall sell sell, transfer and assign to Buyer, Sellers’ without additional cost, Seller’s telephone and data numbers, website addresses and domain names (owned or registered by or on Sellers’ behalfbehalf of the Dealership, by Principal or the Dealership (excluding any Excluded Assets, provided, that Sellers shall redirect internet traffic arriving at xxx.xxxxxxxxxxxxxxxxxxxxxx.xxx and xxx.xxxxxxxxxxxxxxxxxxxxxxxxxx.xxx which relate only to a domain name(s) provided by Buyer for at least one (1) year After the Closing DateXxxxxxxXxx.xxx), used by Seller in connection with the Dealership’s operations, but excluding assets used solely by any entity that controls, is controlled by, owns, or is under common control with Seller (the “Respect Affiliates”) or shared between Seller and the Respect Affiliates (which are subject to the Shared Intellectual Property licensing provisions of this Section), including e-mail addresses, classified telephone and internet advertising, prospect data, customer sales, lease, finance and service records (both hard copy and electronic format (including deal jackets), for no additional cost to Buyer). Seller will be permitted to retain copies at Seller’s expense of Seller’s deal jackets and any books and records relating to its prior operation of the Dealership. Seller shall transfer to Buyer, Sellers’ to the extent transferrable, Seller’s xxxxxxx’x compensation and unemployment rating in the State of Florida to the extent that they are lawfully transferredNew York, all lawfully transferable licenses and permits of the Dealerships Dealership or SellersSeller, Dealership Intellectual Property (defined below), leasehold improvements and fixtures, unused internal and customer repair order forms, customer lists and marketing materials and catalogues, retail buyer’s order forms, office and shop supplies, shop reference manuals, parts reference catalogs, all books and records necessary for the continued operation of the Dealerships Dealership (including training and promotional materials, and employee records of employees hired by Buyer, P.O. Boxesboxes, third party warranties in Sellers’ Seller’s favor and all licenses and rights to use all software (other than DMS systems not assumed by Buyer) on or used in connection with any personal computer or other computing device used in connection with the Dealership, etc.), parts sales tickets, unused purchase order forms and all other forms and Sellers’ Seller’s goodwill and going concern value relating to the Dealership, but excluding any items which are used solely by any Respect Affiliates. “Dealership Intellectual Property” means any rights or ownership of the Dealership or Seller to all of the following used in whole or in part in connection with the Dealership’s operations and which is not used exclusively in connection with the operations of any Respect Affiliates: (i) patents, patent applications, patent disclosures and improvements, (ii) trademarks, trade namestrade, service marks, trade dress, and logoslogos “ but see Section 2(f) below), (iii) copyrights and registrations and applications for registration thereof, (iv) computer software, data and documentation, (v) trade secrets; and (vi) social media, directory assistance, reputation management and e-commerce sites and accounts (including E-Bay, Facebook, Instagram, Twitter, yelp!, Dealer Rater, Edmunds and Google programs). The purchase price for Schedule 2(e) sets forth any Dealership Intellectual Property that is used both in connection with the assets described Dealership and in this Section 2(f) is $36,000,000.00, which will be allocated between connection with Respect Affiliates (the Dealerships by mutual written agreement “Shared Intellectual Property”). Prior to the end of the Inspection Period, the Parties in shall confer with respect to the Closing Memorandum (defined below)appropriate disposition of any Shared Intellectual Property and consider a license by Buyer to Seller of such portion of the Shared Intellectual Property as may be necessary or appropriate to permit the continued operation of the business assets held by the Respect Affiliates.

Miscellaneous Assets & Goodwill. Buyer shall purchase from SellersSeller, and Sellers Seller shall sell to Buyer, Sellers’ Seller’s telephone and data numbers, website addresses and domain names (owned or registered by or on Sellers’ behalfbehalf of the Dealership, by Principal or the Dealership (excluding any Excluded Assets, provided, that Sellers shall redirect internet traffic arriving at xxx.xxxxxxxxxxxxxxxxxxxxxx.xxx and xxx.xxxxxxxxxxxxxxxxxxxxxxxxxx.xxx to a domain name(s) provided by Buyer for at least one (1) year After the Closing Dateincluding xxxxxxxxxxxxxxxxx.xxx), e-mail addresses, classified telephone and internet advertising, prospect data, customer sales, lease, finance and service records (both hard copy and electronic format (including deal jackets), for no additional cost to Buyer), Sellers’ Seller’s xxxxxxx’x compensation and unemployment rating in the State of Florida to the extent that they are lawfully transferredConnecticut, all lawfully transferable licenses and permits of the Dealerships Dealership or SellersSeller, Dealership Intellectual Property (defined below), leasehold improvements and fixtures, unused internal and customer repair order forms, customer lists and marketing materials and catalogues, retail buyer’s order forms, office and shop supplies, shop reference manuals, parts reference catalogs, all books and records necessary for the continued operation of the Dealerships Dealership (including training and promotional materials, employee records of employees hired by Buyer, P.O. Boxesboxes, third party warranties in Sellers’ Seller’s favor and all licenses and rights to use all software (other than DMS systems not assumed by Buyer) on or used in connection with any personal computer or other computing device used in connection with the Dealership, etc.), parts sales tickets, unused purchase order forms and all other forms and Sellers’ Seller’s goodwill and going concern value relating to the Dealership. “Dealership Intellectual Property” means all (i) patents, patent applications, patent disclosures and improvements, (ii) trademarks, trade namesnames (including “Kia of East Hartford”), service marks, trade dress, and logos, (iii) copyrights and registrations and applications for registration thereof, (iv) computer software, data and documentation, (v) trade secrets; and (vi) social media, directory assistance, reputation management and e-commerce sites and accounts (including E-Bay, Facebook, Instagram, Twitter, yelp!, Dealer Rater, Edmunds and Google programs). The purchase price for the assets described in this Section 2(f) is $36,000,000.00, which will be allocated between the Dealerships by mutual written agreement of the Parties in the Closing Memorandum (defined below).