Common use of New Vehicles Clause in Contracts

New Vehicles. Buyer shall purchase from Seller and Seller shall sell to Buyer Seller’s new, unregistered and unused 2021 and subsequent model year Manufacturer vehicles in Seller’s inventory in the ordinary course of business and identified by Seller on the Closing Date (excluding rental vehicles, company-owned vehicles, conversion vans, vehicles for commercial and/or municipal use or sale, or similar-type vehicles) (collectively, “New Vehicles”). The New Vehicle purchase price will be an amount equal to the actual net cost to Seller of each New Vehicle, as reflected on Manufacturer’s original invoice without interest or finance cost; plus Seller’s direct out-of-pocket cost of dealer-installed optional parts and accessories theretofore installed upon New Vehicles (excluding labor, rust-proofing, undercoating, nitrogen, scotch guarding, and non-Manufacturer alarm systems, theft protection devices and GPS devices); less the cost of any accessories, equipment or parts missing from any New Vehicle; less all applicable dealer hold-backs, incentives (in any form, including wholesale programs), assistance in any form, and rebates (including all floor plan credits, advertising consideration or other inventory-based rebates or incentives paid or payable to Seller); less “prep” expenses for New Vehicles which have not yet been prepared for sale; and less the cost to repair any damage and any related diminution in value. The purchase price of New Vehicles with more than 500 miles but less than 4,000 miles will be reduced by $0.30 per mile. New Vehicles with 4,000 or more miles will be valued as a Used Vehicle (defined below); provided that Buyer shall purchase up to eight (8) untitled demonstrator vehicles selected by Buyer with more than 4,000 miles but less than 6,500 miles and in demonstrator use for one (1) year or less at the price determined for New Vehicles including the mileage deduction. If Buyer and Seller cannot agree on the cost of repairs or the corresponding price reduction for such repairs, then such New Vehicle will be retained by Seller. Notwithstanding any provision herein to the contrary, (i) New Vehicles reported to the Manufacturer as sold (or “retail delivered”) or damaged and/or repaired such that Buyer would be required under applicable law or commercially reasonable standards and practices to disclose the repairs to a customer will be Used Vehicles; and (ii) “dealer traded” New Vehicles will be valued as if such New Vehicle had been invoiced to Seller by Manufacturer and will not exceed the actual net cost thereof to Seller. Upon Closing, Buyer may retain 10% of the purchase price for loaner and demonstrator vehicles for thirty (30) days as a reserve for the cost to repair damage to such vehicles not present at the Dealership on the Closing Date, if any; which shall be documented in the Closing Memorandum.

New Vehicles. Buyer shall purchase from Seller and Seller shall sell to Buyer Seller’s new, unregistered and unused 2021 and subsequent model year Manufacturer vehicles in Seller’s inventory in the ordinary course of business and identified by Seller on the Closing Date (including up to ten (10) untitled demonstrators with less than 5,000 miles) but excluding service loaners, rental vehicles, company-owned vehicles, conversion vans, vehicles for commercial and/or municipal use or sale, or similar-type vehicles) (collectively, “New Vehicles”). The New Vehicle purchase price will be an amount equal to the actual net cost to Seller of each New Vehicle, as reflected on Manufacturer’s original invoice without interest or finance cost; plus Seller’s direct out-of-pocket cost of dealer-installed optional parts and accessories theretofore installed upon New Vehicles (excluding labor, rust-proofing, undercoating, nitrogen, scotch guarding, and non-Manufacturer alarm systems, theft protection devices and GPS devices); less the cost of any accessories, equipment or parts missing from any New Vehicle; less all applicable dealer hold-backs, incentives (in any form, including wholesale programs), assistance in any form, and rebates (including all floor plan credits, advertising consideration or consideration, SFE and EBE, and other inventory-based rebates or incentives paid or payable to Seller); less “prep” expenses for New Vehicles which have not yet been prepared for sale; and less the cost to repair any damage and any related diminution in value. The purchase price of New Vehicles with more than 500 miles but less than 4,000 5,000 miles will be reduced by $0.30 0.60 per mile. New Vehicles with 4,000 5,000 or more miles will be valued as a Used Vehicle (defined below); provided that Buyer shall purchase up to eight (8) untitled demonstrator vehicles selected by Buyer with more than 4,000 miles but less than 6,500 miles and in demonstrator use for one (1) year or less at the price determined for New Vehicles including the mileage deduction. If Buyer and Seller cannot agree on the cost of repairs or the corresponding price reduction for such repairs, then such New Vehicle will be retained by Seller. Notwithstanding any provision herein to the contrary, (i) New Vehicles reported to the Manufacturer as sold (or “retail delivered”) or damaged and/or repaired such that Buyer would be required under applicable law or commercially reasonable standards and practices to disclose the repairs to a customer will be valued as Used Vehicles; and (ii) “dealer traded” New Vehicles will be valued as if such New Vehicle had been invoiced to Seller by Manufacturer and will not exceed the actual net cost thereof to Seller; and (iii) the following New Vehicles will be purchased at a mutually agreed to price after good faith and reasonable negotiations or otherwise retained by Seller: (A) discontinued model New Vehicles; (B) New Vehicles with dealer added accessories that, as valued as provided above, exceed 10% of the New Vehicle purchase price established by the calculations above; and (C) New Vehicles in stock for more than six months. Upon Closing, Buyer may retain 10% of the purchase price for loaner and demonstrator vehicles for thirty (30) days as a reserve for the reasonable cost to repair damage to such vehicles not present at the Dealership on the Closing Date, if any; which shall be documented in the Closing Memorandum.

New Vehicles. Buyer shall purchase from Seller and Seller shall sell to Buyer Seller’s new, unregistered and unused 2021 and subsequent model year Manufacturer vehicles in Seller’s inventory in the ordinary course of business and identified by Seller on the Closing Date (including up to fifteen (15) untitled demonstrators with less than 7,500 miles for each Dealership) but excluding service loaners, rental vehicles, company-owned vehicles, conversion vans, vehicles for commercial and/or municipal use or sale, or similar-type vehicles) (collectively, “New Vehicles”). The New Vehicle purchase price will be an amount equal to the actual net cost to Seller of each New Vehicle, as reflected on Manufacturer’s original invoice without interest or finance cost; plus Seller’s direct out-of-pocket cost of dealer-installed optional parts and accessories theretofore installed upon New Vehicles (excluding labor, rust-proofing, undercoating, nitrogen, scotch guarding, and non-Manufacturer alarm systems, theft protection devices and GPS devices); less the cost of any accessories, equipment or parts missing from any New Vehicle; less all applicable dealer hold-backs, incentives (in any form, including wholesale programs), assistance in any form, and rebates (including all floor plan credits, advertising consideration or consideration, SFE and EBE, and other inventory-based rebates or incentives paid or payable to Seller); less “prep” expenses for New Vehicles which have not yet been prepared for sale; and less the cost to repair any damage and any related diminution in value. The purchase price of New Vehicles with more than 500 miles but less than 4,000 7,500 miles will be reduced by $0.30 0.25 per mile. New Vehicles with 4,000 7,500 or more miles will be valued as a Used Vehicle (defined below); provided that Buyer shall purchase up to eight (8) untitled demonstrator vehicles selected by Buyer with more than 4,000 miles but less than 6,500 miles and in demonstrator use for one (1) year or less at the price determined for New Vehicles including the mileage deduction. If Buyer and Seller cannot agree on the cost of repairs or the corresponding price reduction for such repairs, then such New Vehicle will be retained by Seller. Notwithstanding any provision herein to the contrary, (i) New Vehicles reported to the Manufacturer as sold (or “retail delivered”) or damaged and/or repaired such that Buyer would be required under applicable law or commercially reasonable standards and practices to disclose the repairs to a customer will be valued as Used Vehicles; and (ii) “dealer traded” New Vehicles will be valued as if such New Vehicle had been invoiced to Seller by Manufacturer and will not exceed the actual net cost thereof to Seller. Upon Closing, Buyer may retain 10% of the purchase price for loaner and demonstrator vehicles for thirty (30) days as a reserve for the cost to repair damage to such vehicles not present at the Dealership on the Closing Date, if any; which shall be documented in the Closing Memorandum.

New Vehicles. Buyer shall purchase from Seller and Seller shall sell to Buyer Seller’s new, unregistered and unused 2021 and subsequent model year Manufacturer vehicles in Seller’s inventory in the ordinary course of business and identified by Seller on the Closing Date (including up to two (2) untitled demonstrators but excluding service loaners, rental vehicles, company-owned vehicles, and/or conversion vans, vehicles for commercial and/or municipal use or sale, or similar-type vehicles) (collectively, “New Vehicles”). The New Vehicle purchase price will be an amount equal to the actual net cost to Seller of each New Vehicle, as reflected on Manufacturer’s original invoice without interest or finance cost; plus Seller’s direct out-of-pocket cost of dealer-installed optional parts and accessories theretofore installed upon New Vehicles (excluding labor, rust-proofing, undercoating, nitrogen, scotch guarding, and non-Manufacturer alarm systems, theft protection devices and GPS devices); less the cost of any accessories, equipment or parts missing from any New Vehicle; less all applicable dealer hold-backs, incentives (in any form, including wholesale programs), assistance in any form, and rebates (including all 50% of floor plan interest credits, advertising consideration or and all other inventory-based rebates or incentives paid or payable to Seller); less “prep” expenses for New Vehicles which have not yet been prepared for sale; and less the cost to repair any damage and any related diminution in value. The purchase price of New Vehicles with more than 500 miles but less than 4,000 miles will be reduced by $0.30 0.60 per mile. New Vehicles with 4,000 or more miles will be valued as a Used Vehicle (defined below); provided that Buyer shall purchase up to eight (8) untitled demonstrator vehicles selected by Buyer with more than 4,000 miles but less than 6,500 miles and in demonstrator use for one (1) year or less at the price determined for New Vehicles including the mileage deduction. If Buyer and Seller cannot agree on the cost of repairs or the corresponding price reduction for such repairs, then such New Vehicle will be retained by Seller. Notwithstanding any provision herein to the contrary, (i) New Vehicles reported to the Manufacturer as sold (or “retail delivered”) or damaged and/or repaired such that Buyer would be required under applicable law or commercially reasonable standards and practices to disclose the repairs to a customer will be valued hereunder as Used Vehicles; and (ii) “dealer traded” New Vehicles will be valued as if such New Vehicle had been invoiced to Seller by Manufacturer and will not exceed the actual net cost thereof to Seller. Upon Closing, Buyer may retain 10% of the purchase price for loaner and demonstrator vehicles for thirty (30) days as a reserve for the cost to repair damage to such vehicles not present at the Dealership on the Closing Date, if any; which shall be documented in the Closing Memorandum.

New Vehicles. Buyer shall purchase from Seller Sellers and Seller Sellers shall sell to Buyer Seller’s Sellers’ new, unregistered and unused 2021 2020 and subsequent model year Manufacturer vehicles in Seller’s Sellers’ inventory in the ordinary course of business and identified by Seller Sellers on the Closing Date (excluding rental vehiclesDate, company-owned vehicles, conversion vans, vehicles for commercial and/or municipal use or sale, or similar-type vehicles) including all untitled demonstrators and service loaners at each Dealership (collectively, “New Vehicles”). The New Vehicle purchase price will be an amount equal to the actual net cost to Seller Sellers of each New Vehicle, as reflected on Manufacturer’s original invoice without interest or finance cost; plus Seller’s Sellers’ direct out-of-pocket cost of dealer-installed optional parts and accessories theretofore installed upon New Vehicles (excluding including Seller’s actual, verifiable out of pocket cost of labor, rust-proofing, undercoating, nitrogen, scotch guarding, door edge guards, spare tires, window tint, interior/exterior paint protection, lift kits, window guards, spoiler and non-Manufacturer alarm systems, theft protection devices and GPS devicespinstripes); less the cost of any accessories, equipment or parts missing from any New Vehicle; less all applicable dealer hold-backs, incentives (in any form, including wholesale programs), assistance in any form, ) and rebates (including all floor plan credits, advertising consideration or other inventory-based rebates or incentives paid or payable to Seller); less “prep” expenses for New Vehicles which have not yet been prepared for sale; and less the cost to repair any damage and any related diminution in valueas determined by a reputable independent body shop. The purchase price of New Vehicles with more than 500 miles but less than 4,000 5,000 miles will be reduced by $0.30 0.25 per mile. New Vehicles with 4,000 5,000 or more miles will be valued as a Used Vehicle (defined below); provided that Buyer shall purchase up to eight (8) untitled demonstrator vehicles selected by Buyer with more than 4,000 miles but less than 6,500 miles . The Xxxx of Sale will contain a list and in demonstrator use for one (1) year or less at the price determined for description of all of New Vehicles including the mileage deduction. If Buyer and Seller cannot agree on the cost of repairs or the corresponding price reduction for such repairs, then such New Vehicle will be retained by Sellersold to Buyer. Notwithstanding any provision herein to the contrary, (i) New Vehicles reported to the Manufacturer as sold (or “retail delivered”) or damaged and/or repaired such that Buyer would be required under applicable law or commercially reasonable standards and practices to disclose the repairs to a customer will be Used Vehicles; and (ii) “dealer traded” New Vehicles will be valued as if such New Vehicle had been invoiced to Seller Sellers by Manufacturer and will not exceed the actual net cost thereof to Seller. Upon Closing, Buyer may retain 10% of the purchase price Sellers; and (iii) New Vehicles in stock for loaner and demonstrator vehicles for thirty more than twelve (3012) days as a reserve for the cost to repair damage to such vehicles not present at the Dealership on the Closing Date, if any; which shall be documented in the Closing Memorandummonths.

New Vehicles. Buyer shall purchase from Seller and Seller shall sell to Buyer Seller’s new, unregistered and unused 2021 and subsequent model year Manufacturer vehicles in Seller’s inventory in the ordinary course of business and identified by Seller on the Closing Date (including up to 10 untitled demonstrators with less than 5,000 miles) but excluding service loaners, rental vehicles, company-owned vehicles, conversion vans, vehicles for commercial and/or municipal use or sale, or similar-type vehicles) (collectively, “New Vehicles”). The New Vehicle purchase price will be an amount equal to the actual net cost to Seller of each New Vehicle, as reflected on Manufacturer’s original invoice without interest or finance cost; plus Seller’s direct out-of-pocket cost of dealer-installed optional parts and accessories theretofore installed upon New Vehicles (excluding labor, rust-proofing, undercoating, nitrogen, scotch guarding, and non-Manufacturer alarm systems, theft protection devices and GPS devices); less 50% of the advertising co-op; less the cost of any accessories, equipment or parts missing from any New Vehicle; less all applicable dealer hold-backs, incentives (in any form, including wholesale programs), assistance in any form, and rebates (including all floor plan credits, advertising consideration or consideration, SFE and EBE, and other inventory-based rebates or incentives paid to Seller (or payable to Seller, upon sale of such vehicles ); less “prep” expenses for New Vehicles which have not yet been prepared for sale; and less the cost to repair any damage and any related diminution in value. The purchase price of New Vehicles with more than 500 miles but less than 4,000 5,000 miles will be reduced by $0.30 0.25 per mile. New Vehicles with 4,000 5,000 or more miles will be valued as a Used Vehicle (defined below); provided that Buyer shall purchase up to eight (8) untitled demonstrator vehicles selected by Buyer with more than 4,000 miles but less than 6,500 miles and in demonstrator use for one (1) year or less at the price determined for New Vehicles including the mileage deduction. If Buyer and Seller cannot agree on the cost of repairs or the corresponding price reduction for such repairs, then such New Vehicle will be retained by Seller. Notwithstanding any provision herein to the contrary, (i) New Vehicles reported to the Manufacturer as sold (or “retail delivered”) or damaged and/or repaired such that Buyer would be required under applicable law or commercially reasonable standards and practices to disclose the repairs to a customer will be valued as Used Vehicles; and (ii) “dealer traded” New Vehicles will be valued as if such New Vehicle had been invoiced to Seller by Manufacturer and will not exceed the actual net cost thereof to Seller. Upon Closing; and (iii) the following New Vehicles will be purchased at a mutually agreed to price after good faith and reasonable negotiations or otherwise retained by Seller: (A) discontinued model New Vehicles; (B) New Vehicles with dealer added accessories that, Buyer may retain as valued as provided above, exceed 10% of the New Vehicle purchase price established by the calculations above; and (C) New Vehicles in stock for loaner and demonstrator vehicles for thirty (30) days as a reserve for the cost to repair damage to such vehicles not present at the Dealership on the Closing Date, if any; which shall be documented in the Closing Memorandummore than six months.

New Vehicles. Buyer shall purchase from Seller and Seller shall sell to Buyer Seller’s new, unregistered and unused 2021 and subsequent model year Manufacturer vehicles in Seller’s inventory in the ordinary course of business and identified by Seller on the Closing Date (including up to ten (10) untitled demonstrators with less than 5,000 miles) but excluding service loaners, rental vehicles, company-owned vehicles, conversion vans, vehicles for commercial and/or municipal use or sale, or similar-type vehicles) (collectively, “New Vehicles”). The Vehicles”).The New Vehicle purchase price will be an amount equal to the actual net cost to Seller of each New Vehicle, as reflected on Manufacturer’s original invoice without interest or finance cost; plus Seller’s direct out-of-pocket cost of dealer-installed optional parts and accessories theretofore installed upon New Vehicles (excluding labor, rust-proofing, undercoating, nitrogen, scotch guarding, and non-Manufacturer alarm systems, theft protection devices and GPS devices); less the cost of any accessories, equipment or parts missing from any New Vehicle; less all applicable dealer hold-backs, incentives (in any form, including wholesale programs), assistance in any form, and rebates (including all floor plan credits, advertising consideration or consideration, SFE and EBE, and other inventory-based rebates or incentives paid or payable to Seller); less “prep” expenses for New Vehicles which have not yet been prepared for sale; and less the cost to repair any damage and any related diminution in value. The purchase price of New Vehicles with more than 500 miles but less than 4,000 5,000 miles will be reduced by $0.30 0.60 per mile. New Vehicles with 4,000 5,000 or more miles will be valued as a Used Vehicle (defined below); provided that Buyer shall purchase up to eight (8) untitled demonstrator vehicles selected by Buyer with more than 4,000 miles but less than 6,500 miles and in demonstrator use for one (1) year or less at the price determined for New Vehicles including the mileage deduction. If Buyer and Seller cannot agree on the cost of repairs or the corresponding price reduction for such repairs, then such New Vehicle will be retained by Seller. Notwithstanding any provision herein to the contrary, (i) New Vehicles reported to the Manufacturer as sold (or “retail delivered”) or damaged and/or repaired such that Buyer would be required under applicable law or commercially reasonable standards and practices to disclose the repairs to a customer will be valued as Used Vehicles; and (ii) “dealer traded” New Vehicles will be valued as if such New Vehicle had been invoiced to Seller by Manufacturer and will not exceed the actual net cost thereof to Seller; and (iii) the following New Vehicles will be purchased at a mutually agreed to price after good faith and reasonable negotiations or otherwise retained by Seller: (A) discontinued model New Vehicles; (B) New Vehicles with dealer added accessories that, as valued as provided above, exceed 10% of the New Vehicle purchase price established by the calculations above; and (C) New Vehicles in stock for more than six months. Upon Closing, Buyer may retain 10% of the purchase price for loaner and demonstrator vehicles for thirty (30) days as a reserve for the reasonable cost to repair damage to such vehicles not present at the Dealership on the Closing Date, if any; which shall be documented in the Closing Memorandum.

New Vehicles. Buyer shall purchase from Seller and Seller shall sell to Buyer Seller’s new, unregistered and unused 2021 and subsequent model year Manufacturer vehicles in Seller’s inventory in the ordinary course of business and identified by Seller on the Closing Date (including up to ten (10) untitled demonstrators with less than 5,000 miles) but excluding service loaners, rental vehicles, company-owned vehicles, conversion vans, vehicles for commercial and/or municipal use or sale, or similar-type vehicles) (collectively, “New Vehicles”). The Vehicles”).The New Vehicle purchase price will be an amount equal to the actual net cost to Seller of each New Vehicle, as reflected on Manufacturer’s original invoice without interest or finance cost; plus Seller’s direct out-of-pocket cost of dealer-installed optional parts and accessories theretofore installed upon New Vehicles (excluding labor, rust-proofing, undercoating, nitrogen, scotch guarding, and non-Manufacturer alarm systems, theft protection devices and GPS devices); less the cost of any accessories, equipment or parts missing from any New Vehicle; less all applicable dealer hold-backs, incentives (in any form, including wholesale programs), assistance in any form, and rebates (including all floor plan credits, advertising consideration or consideration, SFE and EBE, and other inventory-based rebates or incentives paid or payable to Seller); less “prep” expenses for New Vehicles which have not yet been prepared for sale; and less the cost to repair any damage and any related diminution in value. The purchase price of New Vehicles with more than 500 miles but less than 4,000 5,000 miles will be reduced by $0.30 0.60 per mile. New Vehicles with 4,000 5,000 or more miles will be valued as a Used Vehicle (defined below); provided that Buyer shall purchase up to eight (8) untitled demonstrator vehicles selected by Buyer with more than 4,000 miles but less than 6,500 miles and in demonstrator use for one (1) year or less at the price determined for New Vehicles including the mileage deduction. If Buyer and Seller cannot agree on the cost of repairs or the corresponding price reduction for such repairs, then such New Vehicle will be retained by Seller. Notwithstanding any provision herein to the contrary, (i) New Vehicles reported to the Manufacturer as sold (or “retail delivered”) or damaged and/or repaired such that Buyer would be required under applicable law or commercially reasonable standards and practices to disclose the repairs to a customer will be valued as Used Vehicles; and (ii) “dealer traded” New Vehicles will be valued as if such New Vehicle had been invoiced to Seller by Manufacturer and will not exceed the actual net cost thereof to Seller; and (iii) the following New Vehicles will be purchased at a mutually agreed to price after good faith and reasonable negotiations or otherwise retained by Seller: (A) discontinued model New Vehicles; (B) New Vehicles with dealer added accessories that, as valued as provided above, exceed 10% of the New Vehicle purchase price established by the calculations above; and (C) New Vehicles in stock for more than six months. Upon Closing, Buyer may retain 10% of the purchase price for loaner and demonstrator vehicles for thirty (30) days as a reserve for the reasonable cost to repair damage to such vehicles not present at the Dealership on the Closing Date, if any; which shall be documented in the Closing Memorandum. This shall not prevent Seller or Principal continuing to utilize the name “Xxxxxx Xxxxx” in accordance with Principal’s other dealerships and the Xxxxxx Xxxxx Auto Group so long as the same is not in violation of any non-competition agreements with Buyer.