PRICE OF NEW VEHICLES Sample Clauses

PRICE OF NEW VEHICLES. The purchase price for each of Sellers new vehicles shall be equal to Sellers factory invoice cost, reduced by any factory hold-backs, factory rebates, factory incentives, carry-over model allowances, floor plan allowances, finance cost allowances, advertising allowances, and any other Rems which should reasonably be deducted in order to establish Sellers actual net cost for each vehicle, and further reduced by the actual net cost for any and all accessories, equipment and parts which are missing from a vehicle. Seller's actual net cost for new vehicles shall include Seller's actual net cost for any and all parts and accessories reasonably installed by Seller to new vehicles in the ordinary course of business, but shall not include any other vehicle preparation charges, labor charges or other dealer charges of any kind.
Sample 1
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PRICE OF NEW VEHICLES. The purchase price for each of Seller's new vehicles shall be equal to Seller's factory invoice cost, reduced by any factory hold-backs, factory rebates, factory incentives, carry-over model allowances, Franchisor floor plan allowances, finance cost allowances, advertising allowances, and any other items which should reasonably be deducted in order to establish Sellers actual net cost for each vehicle, and further reduced by the actual net cost for any and all accessories, equipment and parts which are missing from a vehicle. Seller shall be entitled to receive directly from the Franchisors all holdbacks, rebates, incentives, allowances and other items referred to in the preceding sentence which shall have accrued prior to Closing and which reduce Buyer's purchase price for Seller's new vehicles. Seller's actual net cost for new vehicles shall include Seller's actual net cost for any and all parts and accessories reasonably installed by Seller to new vehicles in the ordinary course of business, but shall not include any other vehicle preparation charges, labor charges or other dealer charges of any kind.
Sample 1
PRICE OF NEW VEHICLES. The purchase price for each of the new vehicles shall be equal to Seller's factory invoice cost, reduced by any factory holdbacks, factory rebates, factory invoices, carry-over model allowances, floor plan allowances, finance cost allowances, advertising allowances, and further reduced by the actual net cost for any and all accessories, equipment and parts which are missing from a vehicle. Seller's actual net cost for the new vehicles shall include Seller's actual net cost for any and all parts and accessories reasonably installed by Seller to new vehicles in the or course of business, but shall not include any other vehicle preparation charges, labor charges or other dealer charges of any kind.
Sample 1
PRICE OF NEW VEHICLES. The purchase price for each of Seller's new vehicles shall be equal to Seller's factory invoice cost, REDUCED BY any factory hold-backs, factory rebates, factory incentives, carry-over model allowances, (floor plan allowances and advertising allowances (100% for vehicles in inventory for less than 30 days, and 0% for vehicles in inventory) for 30 days for more), and any other items which should reasonably be deducted in order to establish Seller's actual net cost for each vehicle, and FURTHER REDUCED BY the actual net cost for any and all accessories, equipment and parts which are missing from a vehicle. Seller's actual net cost for new vehicles shall include Seller's actual net cost for any and all parts and accessories reasonably installed by Seller to new vehicles in the ordinary course of business, but shall not include any other vehicle preparation charges, labor charges or other dealer charges of any kind.
Sample 1
PRICE OF NEW VEHICLES. The purchase price for each of the new vehicles shall be equal to Seller's factory invoice cost, reduced by any factory hold-backs, factory rebates, factory incentives, carry-over model allowances, unexpired floor plan allowances, finance cost allowances, unpaid advertising allowances, and any other items which should reasonably be deducted in order to establish Seller's actual net cost for each vehicle, and further reduced by the actual net cost for any and all accessories, equipment and parts which are missing from a vehicle. Seller's actual net cost for the new vehicle shall include Seller's actual installed net cost for any and all parts and accessories reasonably installed by Seller on new vehicles in the ordinary course of business, including $80 per unit in connection with the installation of a silencer security system on Honda Civic, Prelude, and Passport models, and $74 per unit in connection with such installation on all other vehicles, and shall not include any other vehicle preparation charges or other dealer charges.
Sample 1
PRICE OF NEW VEHICLES. The purchase price for each of Seller's new 1997 and 1998 vehicles and up to a maximum of five (5) new 1996 vehicles (of seller's choice) shall be equal to Seller's factory invoice cost adjusted to reflect any holdbacks or carryover allowances received by or credited to Seller prior to the Closing Date, and further adjusted for the addition (or removal) of accessories and/or equipment at Seller's internal cost for parts and labor.
Sample 1
PRICE OF NEW VEHICLES. The purchase price for each of Sellers new 1996, 1997 and 1998 vehicles shall be equal to Seller's factory invoice cost adjusted to reflect any holdback, carryover allowance, incentives, or price adjustments which are received by or credited to Seller at the completion of the new vehicle inventory (i.e., on the final day of the inventory at such time as the inventory is reported to representatives of Lithia and Rodway), and further adjusted for the addition (or removal) of accessories and/or equipment at Seller's internal cost for parts and labor., With respect to vehicles "in transit" (i.e., those vehicles which are not "on the ground" at the Business Property at the completion of the new vehicle inventory), any holdback, carryover allowance, incentives, price adjustments, advertising and flooring allowance will be paid to Buyer at such time as Seller has received the same from the manufacturer.
Sample 1
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Related to PRICE OF NEW VEHICLES

  • Issuance of New Notes Whenever the Company is required to issue a new Note pursuant to the terms hereof, such new Note (i) shall be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding (or in the case of a new Note being issued pursuant to Section 5(4)(a) or Section 5(4)(c), the Principal designated by the Holder which, when added to the Principal represented by the other new Note issued in connection with such issuance, does not exceed the Principal remaining outstanding under this Note immediately prior to such issuance of new Note), (iii) shall have an issuance date, as indicated on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions as this Note, and (v) shall represent accrued and unpaid Interest from the Issuance Date.

  • Issuance of New Warrants Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a) or Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common Stock underlying the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date, and (iv) shall have the same rights and conditions as this Warrant.

  • Issuance of New Note Upon any partial conversion of this Note, a new Note containing the same date and provisions of this Note shall, at the request of the Holder, be issued by the Borrower to the Holder for the principal balance of this Note and interest which shall not have been converted or paid. The Borrower will pay no costs, fees or any other consideration to the Holder for the production and issuance of a new Note.

  • Sale of New Securities For so long as the Focus Investor, together with its Affiliates, owns 10% or more of all of the outstanding Common Shares (counting for such purposes all Common Shares into or for which the securities of the Company owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable) (before giving effect to any issuances triggering provisions of this Section) if, at any time after the date hereof and on or before the fifth anniversary of the date hereof, the Company makes any nonpublic offering or sale of any equity security (including Common Shares, preferred shares or restricted shares), or any securities, options or debt that is convertible or exchangeable into equity or that includes an equity component (such as an “equity kicker”) (any such security, a “New Security”) (other than (i) any Common Shares or other securities issuable upon the exercise or conversion of any securities of the Company issued or agreed to be issued as of the date hereof; (ii) pursuant to the granting or exercise of employee share options or other share incentives pursuant to the Company’s share incentive plans approved by the Board of Directors or the issuance of shares pursuant to the Company’s employee share purchase plan approved by the Board of Directors or similar plan where shares are being issued or offered to a trust, other entity or otherwise, for the benefit of any employees, officers or directors of the Company, in each case in the ordinary course of providing incentive compensation; or (iii) issuances of shares or other securities as full or partial consideration for a merger, acquisition, joint venture, strategic alliance, license agreement or other similar nonfinancing transaction), then, to the extent not prohibited, not restricted, and not requiring any shareholders’ approval by any applicable law or by obligations pursuant to any listing agreement with any securities exchange or any securities exchange regulation, the Focus Investor shall be afforded the opportunity to acquire from the Company for the same price (net of any underwriting discounts or sales commissions) and on the same terms (except that, to the extent permitted by law and the Articles of Association, the Investor may elect to receive such securities in nonvoting form, convertible into voting securities in a widely dispersed or public offering) as such securities are proposed to be offered to others, up to the amount of New Securities in the aggregate required to enable it to maintain its interest in the Purchased Shares proportionate to the total number of Common Shares of the Company either outstanding or issued pursuant to currently exercisable rights of Common Share-equivalent interest in the Company immediately prior to any such issuance of New Securities; provided, that, except in the case of any transfer of Common Shares to an Affiliate of the Focus Investor, who will from that date forward assume jointly with the Focus Investor all obligations under the Transaction Documents, such right to acquire such securities is not transferable. The amount of New Securities that the Focus Investor shall be entitled to purchase in the aggregate shall be determined by multiplying (x) the total number or principal amount of such offered New Securities by (y) a fraction, the numerator of which is the number of Purchased Shares held by the Focus Investor, and the denominator of which is the number of Common Shares outstanding immediately prior to the issuance of such New Securities.

  • Laws of the State of New York The Contractor shall comply with all of the requirements set forth in Exhibit C hereto.

  • Maintenance of Net Worth The Parent shall at all times maintain an Adjusted Net Worth of not less than the Minimum Tangible Net Worth.

  • Delivery of New Warrants Upon Exercise If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

  • Issuance of New Rights Certificates Notwithstanding any of the provisions of this Agreement or of the Rights to the contrary, the Company may, at its option, issue new Rights Certificates evidencing Rights in such form as may be approved by its Board of Directors to reflect any adjustment or change in the Purchase Price and the number or kind or class of shares or other securities or property purchasable under the Rights Certificates made in accordance with the provisions of this Agreement. In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the redemption or expiration of the Rights, the Company (a) shall, with respect to shares of Common Stock so issued or sold pursuant to the exercise of stock options or under any employee plan or arrangement, granted or awarded as of the Distribution Date, or upon the exercise, conversion or exchange of securities hereinafter issued by the Company, and (b) may, in any other case, if deemed necessary or appropriate by the Board of Directors of the Company, issue Rights Certificates representing the appropriate number of Rights in connection with such issuance or sale; provided, however, that (i) no such Rights Certificate shall be issued if, and to the extent that, the Company shall be advised by counsel that such issuance would create a significant risk of material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued, and (ii) no such Rights Certificate shall be issued if, and to the extent that, appropriate adjustment shall otherwise have been made in lieu of the issuance thereof.

  • Issuance of New Certificates to Pledgee A pledgee of Shares transferred as collateral security shall be entitled to a new certificate if the instrument of transfer substantially describes the debt or duty that is intended to be secured thereby. Such new certificate shall express on its face that it is held as collateral security, and the name of pledgor shall be stated thereon, who alone shall be liable as a Shareholder and entitled to vote thereon.

  • Escrow of New Securities If you receive securities (new securities) of another issuer (successor issuer) in exchange for your escrow securities, the new securities will be subject to escrow in substitution for the tendered escrow securities if, immediately after completion of the business combination: (a) the successor issuer is not an exempt issuer (as defined in section 3.2 of the Policy); (b) you are a principal (as defined in section 3.5 of the Policy) of the successor issuer; and (c) you hold more than 1% of the voting rights attached to the successor issuer’s outstanding securities (In calculating this percentage, include securities that may be issued to you under outstanding convertible securities in both your securities and the total securities outstanding.)

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