Common use of Miscellaneous Assets Clause in Contracts

Miscellaneous Assets. At the Closing, and without payment of any -------------------- additional consideration, the Buyer shall purchase all of the Sellers' respective (i) unused shop repair orders, parts sales tickets, accounting forms, binders, office and shop supplies (not in unbroken lots) and such shop reference manuals, parts reference catalogs, non-accounting file copies for all sales for the three (3) years preceding the Closing Date, (ii) copies of new and used car sales records and specifically wholesale parts sales records, new and used parts sales records, and service sales records for the three (3) years preceding the Closing Date, (iii) product sales training material and reference books on hand as of the Closing Date and sales and other promotional materials used in connection with the Businesses, and all copyrights with respect to the foregoing, (iv) customer and registration lists pertaining to the sale of motor vehicles, service files, repair orders, owner follow-up lists and similar records relating to the operation of the Businesses, (v) telephone numbers and listings used in connection with the Businesses, (vi) names and addresses of service customers and prospective purchasers, (vii) all lawfully transferrable licenses and permits of the Businesses, (viii) all rights and claims under or arising out of the contracts and leases included in the Liabilities, and (ix) rights in the States of California, Colorado, Florida, Michigan, North Carolina, Tennessee and Texas to the tradenames "Xxx Xxxxxx" and "Xxxxxx" and any other tradenames, trademarks and service marks used by any Seller, all of which are listed on Schedule 5.5 hereto, and any similar variations thereof (all the ------------ foregoing items collectively referred to herein as the "Miscellaneous Assets"). --------------------

Miscellaneous Assets. At the Closing, and without payment of any -------------------- additional consideration, the Buyer shall purchase all of the Sellers' respective Seller's (i) unused shop repair orders, parts sales tickets, accounting forms, binders, office and shop supplies (not in unbroken lots) and such shop reference manuals, parts reference catalogs, non-accounting file copies for all sales of Seller for the three (3) years preceding the Closing Date, (ii) copies of new and used car sales records and specifically wholesale parts sales records, new and used parts sales records, and service sales records for the three (3) years preceding the Closing Date, (iii) product sales training material and reference books on hand as of the Closing Date and sales and other promotional materials used in connection with the Businesses, and all copyrights with respect to the foregoingDate, (iv) customer and registration lists pertaining to the sale of motor vehicles, service files, repair orders, owner follow-up lists and similar records relating to the operation of the BusinessesBusiness, (v) telephone numbers and listings used by Seller in connection with the BusinessesBusiness, (vi) names and addresses of Seller's service customers and prospective purchasers, (vii) all lawfully transferrable licenses and permits of the BusinessesBusiness, (viii) Seller's rights to the tradename[s] listed in Schedule 5.5 hereto and any similar variations thereof, and (ix) all rights and claims of Seller under or arising out of the contracts and leases included in the Liabilities, and Liabilities (ix) rights in the States of California, Colorado, Florida, Michigan, North Carolina, Tennessee and Texas to the tradenames "Xxx Xxxxxx" and "Xxxxxx" and any other tradenames, trademarks and service marks used by any Seller, all of which are listed on Schedule 5.5 hereto, and any similar variations thereof (all the ------------ foregoing items collectively referred to herein as the "Miscellaneous AssetsMISCELLANEOUS ASSETS"). --------------------.

Miscellaneous Assets. At the Closing, and without payment of any -------------------- additional consideration, the Buyer shall purchase all of the following assets that are used or held for use in connection with or relate to the Sellers' respective Businesses (i) unused shop repair orders, parts sales tickets, accounting forms, binders, office and shop supplies (not in unbroken lots) and such shop reference manuals, parts reference catalogs, non-accounting file copies for all sales of such Seller for the three (3) years preceding the Closing Date, (ii) copies of new and used car sales records and specifically wholesale parts sales records, new and used parts sales records, and service sales records for the three (3) years preceding the Closing Date, (iii) product sales training material and reference books on hand as of the Closing Date and sales and other promotional materials used in connection with the Businesses, and all copyrights with respect to the foregoingDate, (iv) customer and registration lists pertaining to the sale of motor vehicles, service files, repair orders, owner follow-up lists and similar records relating to the operation of the Businessesrecords, (v) telephone numbers and listings used in connection with the Businessesby such Seller, (vi) names and addresses of each Seller's service customers and prospective purchasers, (vii) all lawfully transferrable licenses and permits of the Businessespermits, (viii) all rights and claims under or arising out of the contracts and leases included in the Liabilities, and (ix) Sellers' respective rights in the States of California, Colorado, Florida, Michigan, North Carolina, Tennessee and Texas to the tradenames "Xxx XxxxxxLexus of Rockville," and "XxxxxxNissan Jeep of Waldorf," "Rockville Porsche Audi" and any other tradenames, trademarks and service marks tradename used by any Seller, all of which are as listed on Schedule 5.5 hereto, and any similar variations thereof (all the ------------ foregoing items collectively referred to herein as the "Miscellaneous Assets"MISCELLANEOUS ASSETS"of a Seller, or of the Sellers collectively if the context so admits or provides). --------------------.

Miscellaneous Assets. At the Closing, and without payment of any -------------------- additional consideration, the Buyer shall purchase all of the Sellers' respective Seller's (i) unused shop repair orders, parts sales tickets, accounting forms, binders, office and shop supplies (not in unbroken lots) and such shop reference manuals, parts reference catalogs, non-accounting file copies for all sales of the Seller for the three (3) years preceding the Closing Date, (ii) copies of new and used car sales records and specifically wholesale parts sales records, new and used parts sales records, and service sales records for the three (3) years preceding the Closing Date, (iii) product sales training material and reference books on hand as of the Closing Date and sales and other promotional materials used in connection with the Businesses, and all copyrights with respect to the foregoingDate, (iv) customer and registration lists pertaining to the sale of motor vehicles, service files, repair orders, owner follow-up lists and similar records relating to the operation of the BusinessesBusiness, (v) telephone numbers and listings used by the Seller in connection with the BusinessesBusiness, (vi) names and addresses of the Seller's service customers and prospective purchasers, (vii) all lawfully transferrable licenses and permits of the BusinessesBusiness, (viii) all rights and claims under or arising out of the contracts and leases included in the Liabilities, and (ix) the Seller's rights in the States of California, Colorado, Florida, Michigan, North Carolina, Tennessee and Texas to the tradenames tradename "Xxx Xxxxxx" and "XxxxxxRiverside" and any other tradenames, trademarks and service marks tradename used by any the Seller, all of which are listed on Schedule 5.5 hereto, and any similar variations thereof (all the ------------ foregoing items collectively referred to herein as the "Miscellaneous AssetsMISCELLANEOUS ASSETS"). --------------------.

Miscellaneous Assets. At the Closing, and without payment of any -------------------- additional consideration, the Buyer shall purchase all of the Sellers' respective Seller's (i) unused shop repair orders, parts sales tickets, accounting forms, binders, office and shop supplies (not in unbroken lots) and such shop reference manuals, parts reference catalogs, non-accounting file copies for all sales of the Seller for the three (3) years preceding the Closing Date, (ii) copies of new and used car sales records and specifically wholesale parts sales records, new and used parts sales records, and service sales records for the three (3) years preceding the Closing Date, (iii) product sales training material and reference books on hand as of the Closing Date and sales and other promotional materials used in connection with the Businesses, and all copyrights with respect to the foregoingDate, (iv) customer and registration lists pertaining to the sale of motor vehicles, service files, repair orders, owner follow-up lists and similar records relating to the operation of the Businesses, (v) telephone numbers and listings used by the Seller in connection with the Businesses, (vi) names and addresses of the Seller's service customers and prospective purchasers, (vii) all lawfully transferrable licenses and permits of the Businesses, (viii) all rights and claims under or arising out of the contracts and leases included in the Liabilities, and (ix) the Seller's rights in the States of California, Colorado, Florida, Michigan, North Carolina, Tennessee and Texas to the tradenames "Xxx Xxxxxx" and "Xxxxxx" and any other tradenames, trademarks and service marks used by any the Seller, all of which are listed on Schedule 5.5 heretohereto (the "TRADENAMES"), and any similar variations thereof (all the ------------ foregoing items collectively referred to herein as the "Miscellaneous AssetsMISCELLANEOUS ASSETS"). --------------------To the extent requested by the Seller or the Stockholders in writing at any time after the fourth (4th) anniversary of the Closing Date, the Buyer shall, not later than one (1) year after receipt of such request, cease using the respective Tradenames and reconvey to the Seller or the Stockholders, without representation or warranty, all rights of the Buyer to the respective Tradenames.

Miscellaneous Assets. At the Closing, and without payment of any -------------------- additional consideration, the Buyer shall purchase all of the Sellers' respective Seller's (i) unused shop repair orders, parts sales tickets, accounting forms, binders, office and shop supplies (not in unbroken lots) and such shop reference manuals, parts reference catalogs, non-accounting file copies for all sales of the Seller for the three (3) years preceding the Closing Date, (ii) copies of new and used car sales records and specifically wholesale parts sales records, new and used parts sales records, and service sales records for the three (3) years preceding the Closing Date, (iii) product sales training material and reference books on hand as of the Closing Date and sales and other promotional materials used in connection with the Businesses, and all copyrights with respect to the foregoingDate, (iv) customer and registration lists pertaining to the sale of motor vehicles, service files, repair orders, owner follow-up lists and similar records relating to the operation of the BusinessesBusiness, (v) telephone numbers and listings used by the Seller in connection with the BusinessesBusiness, (vi) names and addresses of the Seller's service customers and prospective purchasers, (vii) all lawfully transferrable licenses and permits of the BusinessesBusiness, (viii) all rights and claims under or arising out of the contracts and leases included in the Liabilities, and (ix) the Seller's rights in the States of California, Colorado, Florida, Michigan, North Carolina, Tennessee and Texas to the tradenames "Xxx Xxxxxx" and "Xxxxxx" and any other tradenames, trademarks and service marks used by any Seller, all of which are listed on Schedule 5.5 hereto, and any similar variations thereof (all the ------------ foregoing items collectively referred to herein as the "Miscellaneous AssetsMISCELLANEOUS ASSETS"). --------------------.