Common use of New Vehicles Clause in Contracts

New Vehicles. At the Closing, Buyer shall purchase all of Seller's untitled new 1999 and 1998 BMW automobiles and motorcycles in Seller's stock and unsold by Seller as of the Closing Date and which are listed on Schedule 3.1 hereto, which Seller shall deliver to 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 Buyer for each New Vehicle shall be the price at which the New Vehicle was invoiced to 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"). 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, Seller shall assign to Buyer, without any additional consideration therefor, by appropriate documents reasonably satisfactory to 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 foregoing, 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sonic Automotive Inc)

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New Vehicles. At the Closing, the Buyer shall purchase all of the Seller's untitled new motor vehicles (meaning current model year vehicles as of the Closing Date, but in any event including all 1999 and 1998 BMW automobiles and motorcycles model year 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 respective 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"). 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. Notwithstanding the foregoing, 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sonic Automotive Inc)

New Vehicles. At the Closing, the Buyer shall purchase all of Seller's the Sellers' untitled new 1999 and 1998 BMW automobiles and motorcycles motor vehicles in Seller's stock and unsold by Seller the Sellers' inventories as of the Closing Date and which are listed on Schedule 3.1 hereto, which Seller the Sellers' Agent shall deliver to the Buyer not more than three (3) days prior to the Closing (all such BMW automobiles and motorcycles vehicles 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 respective Seller by the applicable 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"). Schedule 3.1 shall set forth the each New Vehicle's model, invoice cost, odometer reading and all other information necessary to calculate the New Vehicle Purchase Price with respect to each such New Vehicle listed in such Schedule 3. 1Vehicle. At the Closing, Seller the Sellers 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 proceeds or profits or proceeds derived from such unfilled retail orders filled by the Buyer after the Closing shall belong to the Buyer. Notwithstanding the foregoing, 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sonic Automotive Inc)

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New Vehicles. At the Closing, Buyer shall purchase all of Seller's untitled new 1999 and 1998 BMW automobiles and motorcycles motor vehicles in Seller's stock and unsold by Seller as of the Closing Date and which are listed on Schedule 3.1 hereto, which Seller shall deliver to Buyer not more than three (3) days prior to the Closing (all such BMW automobiles and motorcycles vehicles are collectively referred to hereinafter as the "NEW VEHICLES"). The purchase price to be paid by Buyer for each New Vehicle shall be the price at which the New Vehicle was invoiced to 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"). 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, Seller shall assign to Buyer, and Buyer shall assume, without any additional consideration therefor, by appropriate documents reasonably satisfactory to Buyer, all unfilled retail orders and deposits made thereon. Any profits or proceeds derived from such unfilled retail orders shall belong to Buyer. Notwithstanding In the foregoing, howeverevent any such retail order shall be canceled or terminated, Buyer agrees shall be responsible for refunding any deposit made thereon provided such deposit has been assigned to refund deposits for all retail buyer orders that are terminated for any reason consistent with reasonable business practice of Seller as of the ClosingBuyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sonic Automotive Inc)

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