Common use of New Vehicles Clause in Contracts

New Vehicles. At the Closing, the Buyer shall purchase all of the Seller's untitled new motor vehicles (meaning (i) current model year vehicles as of the Closing Date and (ii) if the Closing occurs on or before January 31, 1999, 1999 model year vehicles but excluding from clauses (i) and (ii) conversion vans or similar-type vehicles that have been in inventory longer than 180 days, rental cars and company vehicles) in the Seller's stock and unsold by the Seller as of the Closing Date and which are listed on Schedule 3.1 hereto, which schedule the Seller shall deliver to the Buyer not more than three (3) days prior to the Closing (the "NEW VEHICLES"). The purchase price to be paid by the Buyer for each New Vehicle shall be the price at which the New Vehicle was invoiced to the Seller by the Manufacturer, as adjusted pursuant to this Article III (the sum of all such amounts to be paid for New Vehicles as determined by this Article III is herein referred to as the "NEW VEHICLE PURCHASE PRICE"); provided, however, the purchase price of any pre-reported sold vehicles for which the sale cannot be reversed shall be as mutually agreed by the Buyer and the Seller. In the event the Buyer and the Seller cannot agree upon a price with respect to any such pre- reported sold vehicle, the Buyer shall not be obligated to purchase, and the Seller shall not be obligated to sell, such vehicle. Schedule 3.1 shall set forth the model, invoice cost, and all other information necessary to calculate the New Vehicle Purchase Price with respect to each New Vehicle listed in such Schedule 3. 1. At the Closing, the Seller shall assign to the Buyer, without any additional consideration therefor, by appropriate documents reasonably satisfactory to the Buyer, all unfilled retail orders and deposits made thereon. Any profits or proceeds derived from such unfilled retail orders shall belong to the Buyer.

New Vehicles. At (A) The 1997 and later years new and warrantable JECP vehicle inventory will be valued at a price equal to the sum of Seller's original factory invoice cost plus the cost of dealer installed items and less any rebates, holdbacks (including supplemental holdback or year end carryover allowances), incentive payments (including finance incentives and advertising allowances) given Seller by the manufacturer for any reason with respect to these vehicles or pre-delivery inspection credits received if the work is not performed as of Closing. Demonstrator vehicles set forth on SCHEDULE 1-DEMO shall be purchased at the same price as new vehicles less one percent (1%) of such value for each month or portion thereof the vehicle has been in demonstrator service. 1996 new vehicles set forth on SCHEDULE 1-1996 shall be purchased at the same price as new vehicles less six percent (6%) of the invoice price. Any new vehicle with over 200 miles on the odometer shall be scheduled on SCHEDULE 1-MILEAGE and shall be purchased at the same price as new vehicles less thirty cents ($.30) per mile. Buyer shall have no obligation to purchase any 1996 new vehicles or new vehicles with over 200 miles on the odometer unless set forth on such schedules. For the purpose of the foregoing provisions, the cost of dealer installed items shall be equal to the Seller's actual cost of the installed item plus labor charges for installation computed at a mutually agreed upon mark-up from Seller's sub-let and internal costs, bxx xn no event greater than the charge customarily placed on Seller's vehicle inventory records. (B) It is further agreed that in the event any vehicles referred to in this paragraph shall have been damaged prior to the Closing, Seller shall have repaired such vehicle to the satisfaction of Buyer, or in the event any such vehicles have not been repaired, Seller and Buyer shall purchase all agree on the cost to recover such repairs, which cost shall be deducted from the price referred to herein. In the event Seller and Buyer cannot agree on the cost of repairs, Buyer shall have no obligation to include in the valuation any such vehicle or vehicles and Seller shall retain title to such specific vehicles. Further, Buyer may include in the valuation in connection with the determination of the Seller's untitled purchase price, 1996 new motor vehicles (meaning (i) current model year vehicles as of the Closing Date and (ii) if the Closing occurs on or before January 31, 1999, 1999 model year vehicles but excluding from clauses (i) and (ii) conversion vans or similar-type vehicles that have been in inventory longer than 180 days, rental cars and company vehicles) in the Seller's stock and unsold by the Seller as of the Closing Date and which are JECP not listed on Schedule 3.1 hereto, which schedule the Seller shall deliver to the Buyer attached SCHEDULE 1-96 and any warrantable demonstrator JECP vehicles not more than three (3) days prior to the Closing (the "NEW VEHICLES"). The purchase identified on attached SCHEDULE 1-DEMO at such actual cash price to be paid by the Buyer for each New Vehicle vehicle as shall be the price at which the New Vehicle was invoiced to the Seller by the Manufacturer, as adjusted pursuant to this Article III (the sum of all such amounts to be paid for New Vehicles as determined by this Article III is herein referred to as the "NEW VEHICLE PURCHASE PRICE"); provided, however, the purchase price of any pre-reported sold vehicles for which the sale cannot be reversed shall be as mutually agreed by the good faith negotiations between Buyer and the Seller. In the event of a failure to agree on vehicle prices, Buyer may elect not to include in the Buyer and the Seller cannot agree upon a price with respect to any valuation such pre- reported sold vehiclespecific vehicles, the Buyer shall not be obligated to purchase, and the in which case Seller shall not retain title to such specific vehicles. The new and demonstrator automobiles to be obligated purchased pursuant to sell, such vehiclethis section shall be listed in SCHEDULE "2"-NEW AND DEMONSTRATOR INVENTORY to be prepared by Seller and Buyer prior to the Closing and initialed by them at the Closing. Schedule 3.1 Said Exhibit shall show the purchase price of each vehicle computed as set forth the model, invoice cost, and all other information necessary to calculate the New Vehicle Purchase Price with respect to each New Vehicle listed in such Schedule 3above. 1. At the Closing, the Seller shall assign to the Buyer, without any additional consideration therefor, by appropriate documents reasonably satisfactory to the Buyer, all unfilled retail orders and deposits made thereon. Any profits or proceeds derived from such unfilled retail orders shall belong to the Buyer.

New Vehicles. At Subject to Section 3.3(b), at the Closing, the Buyer ------------ shall purchase all of the Seller's Sellers' untitled new motor vehicles (meaning (i) current model year vehicles as of the Closing Date 2001 and (ii) if the Closing occurs on or before January 31, 1999, 1999 2002 model year vehicles but excluding from clauses (i) Demonstrators, all service loaners, rental car vehicles, company-owned vehicles, conversion vans, vehicles for commercial and/or municipal use or sale and (ii) conversion vans or similar-type vehicles that have been in inventory longer than 180 days, rental cars and company vehicles) in the Seller's Sellers' stock and unsold by the Seller Sellers as of the Closing Date and which are listed on Schedule 3.1 hereto, which schedule Schedule the Seller Sellers shall deliver to the ------------ Buyer not more than three (3) days prior to the Closing (collectively, the "NEW VEHICLESNew --- Vehicles" and each, individually, a "New Vehicle"). The purchase price to be -------- ----------- paid by the Buyer for each New Vehicle shall be the price at which the New Vehicle was invoiced to the respective Seller by the respective Manufacturer; provided, as however, the purchase price for New Vehicles acquired by a Seller in -------- ------- the ordinary course of such Seller's business pursuant to a dealer trade with a party other than an affiliate of such Seller, shall be the amount paid to the other dealer for such New Vehicle; provided, further, that the purchase price -------- ------- for New Vehicles shall be adjusted pursuant to this Article III (the sum of all such amounts to be paid for New Vehicles as determined by this Article III is herein referred to as the "NEW VEHICLE PURCHASE PRICENew Vehicle Purchase Price"); provided, however, the purchase -------------------------- -------- ------- price of any pre-reported sold vehicles for which the sale cannot be reversed shall be as mutually agreed by the Buyer and the SellerSellers. In the event the Buyer and the Seller Sellers cannot agree upon a price with respect to any such pre- pre-reported sold vehicle, the Buyer shall not be obligated to purchase, and the Seller Sellers shall not be obligated to sell, such vehicle. Schedule 3.1 shall set forth the ------------ model, invoice cost, and all other information necessary to calculate the New Vehicle Purchase Price with respect to each New Vehicle listed in such Schedule 3.-------- 13.1. At the Closing, the Seller Sellers shall assign to the Buyer, without any --- additional consideration therefor, by appropriate documents reasonably satisfactory to the Buyer, all unfilled retail orders for motor vehicles entered into in the ordinary course of business, and deposits made thereon, and the Buyer shall assume such Seller's obligations under such retail orders. Any profits or proceeds derived from such unfilled retail orders shall belong to the Buyer.

New Vehicles. At (A) The 1997 and later years new and warrantable Ford vehicle inventory will be valued at a price equal to the sum of Seller's original factory invoice cost plus the cost of dealer installed items and less any rebates, holdbacks (including supplemental holdback or year end carryover allowances), incentive payments (including finance incentives and advertising allowances) given Seller by the manufacturer for any reason with respect to these vehicles or pre-delivery inspection credits received if the work is not performed as of Closing. For the purpose of the foregoing provisions, the cost of dealer installed items shall be equal to the Seller's actual cost of the installed item plus labor charges for installation computed at a mutually agreed upon xxxx-up from Seller's sub-let and internal costs, but in no event greater than the charge customarily placed on Seller's vehicle inventory records. (B) It is further agreed that in the event any vehicles referred to in this paragraph shall have been damaged prior to the Closing, Seller shall have repaired such vehicle to the satisfaction of Buyer, or in the event any such vehicles have not been repaired, Seller and Buyer shall purchase all agree on the cost to recover such repairs, which cost shall be deducted from the price referred to herein. In the event Seller and Buyer cannot agree on the cost of repairs, Buyer shall have no obligation to include in the valuation any such vehicle or vehicles and Seller shall retain title to such specific vehicles. Further, Buyer may include in the valuation in connection with the determination of the Seller's untitled purchase price, 1996 new motor Ford and any warrantable demonstrator Ford vehicles (meaning (i) current model year vehicles as of the Closing Date and (ii) if the Closing occurs on or before January 31, 1999, 1999 model year vehicles but excluding from clauses (i) and (ii) conversion vans or similar-type vehicles that have been in inventory longer than 180 days, rental cars and company vehicles) in the Seller's stock and unsold by the Seller as of the Closing Date and which are listed on Schedule 3.1 hereto, which schedule the Seller shall deliver to the Buyer not more than three (3) days prior to the Closing (the "NEW VEHICLES"). The purchase at such actual cash price to be paid by the Buyer for each New Vehicle vehicle as shall be the price at which the New Vehicle was invoiced to the Seller by the Manufacturer, as adjusted pursuant to this Article III (the sum of all such amounts to be paid for New Vehicles as determined by this Article III is herein referred to as the "NEW VEHICLE PURCHASE PRICE"); provided, however, the purchase price of any pre-reported sold vehicles for which the sale cannot be reversed shall be as mutually agreed by the good faith negotiations between Buyer and the Seller. In the event of a failure to agree on vehicle prices, Buyer may elect not to include in the Buyer and the Seller cannot agree upon a price with respect to any valuation such pre- reported sold vehiclespecific vehicles, the Buyer shall not be obligated to purchase, and the in which case Seller shall not retain title to such specific vehicles. Any new vehicle with over 200 miles on the odometer shall be obligated to sell, such considered a demonstrator vehicle. Schedule 3.1 The new and demonstrator automobiles to be purchased pursuant to this section shall be listed in SCHEDULE "2"-NEW AND DEMONSTRATOR INVENTORY to be prepared by Seller and Buyer prior to the Closing and initialed by them at the Closing. Said Exhibit shall show the purchase price of each vehicle computed as set forth the model, invoice cost, and all other information necessary to calculate the New Vehicle Purchase Price with respect to each New Vehicle listed in such Schedule 3above. 1. At the Closing, the Seller shall assign to the Buyer, without any additional consideration therefor, by appropriate documents reasonably satisfactory to the Buyer, all unfilled retail orders and deposits made thereon. Any profits or proceeds derived from such unfilled retail orders shall belong to the Buyer.

New Vehicles. At the Closing, the Buyer shall purchase all of the Seller's untitled new motor vehicles (meaning (i) current model year vehicles as of the Closing Date 1999 and (ii) if the Closing occurs on or before January 31, 1999, 1999 model year vehicles but excluding from clauses (i) 1998 BMW automobiles and (ii) conversion vans or similar-type vehicles that have been motorcycles in inventory longer than 180 days, rental cars and company vehicles) in the Seller's stock and unsold by the Seller as of the Closing Date and which are listed on Schedule 3.1 hereto, which schedule the Seller shall deliver to the Buyer not more than three (3) days prior to the Closing (all such BMW automobiles and motorcycles are collectively referred to hereinafter as the "NEW VEHICLES"). The purchase price to be paid by the Buyer for each New Vehicle shall be the price at which the New Vehicle was invoiced to the Seller by the Manufacturer, as adjusted pursuant to this Article III (the sum of all such amounts to be paid for New Vehicles as determined by this Article III is herein referred to as the "NEW VEHICLE PURCHASE PRICE"); provided, however, the purchase price of any pre-reported sold vehicles for which the sale cannot be reversed shall be as mutually agreed by the Buyer and the Seller. In the event the Buyer and the Seller cannot agree upon a price with respect to any such pre- reported sold vehicle, the Buyer shall not be obligated to purchase, and the Seller shall not be obligated to sell, such vehicle. Schedule 3.1 shall set forth the model, invoice cost, and all other information necessary to calculate the New Vehicle Purchase Price with respect to each New Vehicle listed in such Schedule 3. 1. At the Closing, the Seller shall assign to the Buyer, without any additional consideration therefor, by appropriate documents reasonably satisfactory to the Buyer, all unfilled retail orders and deposits made thereon. Any profits or proceeds derived from such unfilled retail orders shall belong to Buyer. Notwithstanding the Buyerforegoing, however, Buyer agrees to refund deposits for all retail buyer orders that are terminated for any reason consistent with reasonable business practice of Seller as of the Closing.