Common use of SUCCESSION RIGHTS UPON DEATH OR INCAPACITY Clause in Contracts

SUCCESSION RIGHTS UPON DEATH OR INCAPACITY. A. SUCCESSION TO OWNERSHIP AFTER DEATH OF OWNER In the event that Owner dies and his or her interest in Dealership passes directly to any person or persons ("Heirs") who wish to succeed to Owner's interest, then Owner's legal representative must notify DISTRIBUTOR within sixty (60) days of the death of the Owner of such Heir's or Heirs' intent to succeed Owner. The legal representative also must then designate a proposed General Manager for DISTRIBUTOR approval. The effect of such notice from Owner's legal representative will be to suspend any notice of termination provided for in Section XXIII(B)(4) issued hereunder. Upon delivery of such notice, Owner's legal representative shall immediately request any person(s) identified by it as intending to succeed Owner and the designated candidate for General Manager to submit an application and to provide all personal and financial information that DISTRIBUTOR may reasonably and customarily require in connection with its review of such applications. All requested information must be provided promptly to DISTRIBUTOR and in no case later than thirty (30) days after receipt of such request from Owner's legal representative. Upon the submission of all requested information, DISTRIBUTOR agrees to review such application(s) pursuant to the then current criteria generally applied by DISTRIBUTOR in qualifying dealer Owners and/or General Managers. DISTRIBUTOR shall either approve or disapprove the application(s) within ninety (90) days of full compliance with all DISTRIBUTOR's requests for information. If DISTRIBUTOR approves the application(s), it shall offer to enter into a new Toyota Dealer Agreement with Owner's Heir(s) in the form then currently in use, subject to such additional conditions and for such a term as DISTRIBUTOR deems appropriate. In the event that DISTRIBUTOR does not approve the designated Heir(s) or designated candidate for General Manager, or if the Owner's legal representative withdraws his or her notice of the Heir(s) intent to succeed as Owner(s), or if the legal representative or any proposed owners or General Manager fails to timely provide the required information, DISTRIBUTOR may reinstate or issue a notice of termination. Nothing in this Section shall constitute a waiver of DISTRIBUTOR's right under Section XXI to exercise its right of first refusal or option to purchase.

SUCCESSION RIGHTS UPON DEATH OR INCAPACITY. A. SUCCESSION TO OWNERSHIP AFTER DEATH OF OWNER In the event that an Owner dies and his or her interest in Dealership Retailer passes directly to any person or persons ("Heirs") who wish to succeed to Owner's interest, then Owner's legal representative must notify DISTRIBUTOR MBUSA within sixty (60) days of the death of the Owner of such Heir's or Heirs' intent to succeed Owner. The legal representative also must then designate a proposed General Manager Retailer Operator for DISTRIBUTOR MBUSA's approval. The effect of such notice from Owner's legal representative will be to suspend any notice of termination provided for in Section XXIII(B)(4) XI.B.4 issued hereunder. Upon delivery of such notice, Owner's legal representative shall immediately request any person(s) identified by it as intending to succeed Owner and the designated candidate for General Manager Retailer Operator to submit an application and to provide all personal and financial information that DISTRIBUTOR MBUSA may reasonably and customarily require in connection with its review of such applications. All requested information must be provided promptly to DISTRIBUTOR MBUSA and in no case later than thirty (30) days after receipt of such request from Owner's legal representative. Upon the submission MBUSA shall have sixty (60) days after its receipt of all requested information, DISTRIBUTOR agrees to information in which to: (i) review such application(s) pursuant to the then current criteria generally applied by DISTRIBUTOR MBUSA in qualifying dealer Owners owners and/or General Managers. DISTRIBUTOR shall retailer operators of Mercedes-Benz light truck retailers, and (ii) either approve or disapprove the application(s); provided, however, that if MBUSA does not receive such application(s) and all requested information within ninety thirty (9030) days of full compliance with all DISTRIBUTOROwner's requests for informationlegal representative's request therefor, MBUSA shall have no obligation to review and approve or disapprove such application(s). If DISTRIBUTOR MBUSA approves the application(s), it shall offer to enter into a new Toyota Dealer Mercedes-Benz Light Truck Retailer Agreement with Owner's Heir(s) in the form then currently in use, subject to such additional conditions and for such a term as DISTRIBUTOR MBUSA deems appropriate; provided, however, that anything herein to the contrary notwithstanding, MBUSA shall have no obligation to execute a new Mercedes-Benz Light Track Retailer Agreement with Owner's Heir(s) unless MBUSA approves such Heirs' application for, and such Heirs execute, a new Mercedes-Benz Passenger Car Retailer Agreement. In the event that DISTRIBUTOR MBUSA does not approve the designated Heir(s) or designated candidate for General ManagerRetailer Operator, or if the Owner's legal representative withdraws his or her notice of the intent of Heir(s) intent to succeed as Owner(s), or if the legal representative or any proposed owners Owner or General Manager Retailer Operator fails to timely provide the required information, DISTRIBUTOR MBUSA may reinstate or issue a notice of termination. Nothing in this This Section X.A is subject to, and shall constitute a waiver of DISTRIBUTORnot be deemed to waive, MBUSA's right under Section XXI to exercise its right of first refusal or option to purchase.purchase as set forth in Section IX. If MBUSA has notified Retailer that it does not plan to continue to have a Mercedes-Benz light truck retailer in Retailer's AOI, MBUSA shall have no obligation to execute a new Mercedes-Benz Light Truck Retailer Agreement with Owner's Heir(s) pursuant to this Section X.

SUCCESSION RIGHTS UPON DEATH OR INCAPACITY. A. SUCCESSION TO OWNERSHIP AFTER DEATH OF OWNER In the event that an Owner dies and his or her interest in Dealership Dealer passes directly to any person or persons ("Heirs") who wish to succeed to Owner's interest, then Owner's legal representative must notify DISTRIBUTOR MBUSA within sixty (60) days of the death of the Owner of such Heir's or Heirs' intent to succeed Owner. The legal representative also must then designate a proposed General Manager Dealer Operator for DISTRIBUTOR MBUSA's approval. The effect of such notice from Owner's legal representative will be to suspend any notice of termination provided for in Section XXIII(B)(4) XI.B.4 issued hereunder. Upon delivery of such notice, Owner's legal representative shall immediately request any person(s) identified by it as intending to succeed Owner and the designated candidate for General Manager Dealer Operator to submit an application and to provide all personal and financial information that DISTRIBUTOR MBUSA may reasonably and customarily require in connection with its review of such applications. All requested information must be provided promptly to DISTRIBUTOR MBUSA and in no case later than thirty (30) days after receipt of such request from Owner's legal representative. Upon the submission MBUSA shall have sixty (60) days after its receipt of all requested information, DISTRIBUTOR agrees to information in which to: (i) review such application(s) pursuant to the then current criteria generally applied by DISTRIBUTOR MBUSA in qualifying owners and/or dealer Owners and/or General Managers. DISTRIBUTOR shall operators of Maybach Passenger Car dealers, and (ii) either approve or disapprove the application(s); provided, however, that if MBUSA does not receive such application(s) and all requested information within ninety thirty (9030) days of full compliance with all DISTRIBUTOROwner's requests for informationlegal representative's request therefor, MBUSA shall have no obligation to review and approve or disapprove such application(s). If DISTRIBUTOR MBUSA approves the application(s), it shall offer to enter into a new Toyota Maybach Passenger Car Dealer Agreement with Owner's Heir(s) in the form then currently in use, subject to such additional conditions and for such a term as DISTRIBUTOR MBUSA deems appropriate; provided, however, that anything herein to the contrary notwithstanding, MBUSA shall have no obligation to execute a new Maybach Passenger Car Dealer Agreement with Owner's Heir(s) unless MBUSA approves such Heirs' application for, and such Heirs execute, a new Mercedes-Benz Passenger Car and Light Truck Dealer Agreement(s). In the event that DISTRIBUTOR MBUSA does not approve the designated Heir(s) or designated candidate for General ManagerDealer Operator, or if the Owner's legal representative withdraws his or her notice of the intent of Heir(s) intent to succeed as Owner(s), or if the legal representative or any proposed owners Owner or General Manager Dealer Operator fails to timely provide the required information, DISTRIBUTOR MBUSA may reinstate or issue a notice of termination. Nothing in this This Section X.A is subject to, and shall constitute a waiver of DISTRIBUTORnot be deemed to waive, MBUSA's right under Section XXI to exercise its right of first refusal or option to purchase.purchase as set forth in Section IX. If MBUSA has notified Dealer that it does not plan to continue to have a Maybach Passenger Car dealer in Dealer's AOI, MBUSA shall have no obligation to execute a new Maybach Passenger Car Dealer Agreement with Owner's Heir(s) pursuant to this Section X.

SUCCESSION RIGHTS UPON DEATH OR INCAPACITY. A. SUCCESSION TO OWNERSHIP AFTER DEATH OF OWNER In the event that Owner OWNER dies and his or her interest in Dealership passes directly to any person or persons ("Heirs") who wish to succeed to Owner's OWNER'S interest, then Owner's OWNER'S legal representative must notify DISTRIBUTOR within sixty (60) days of the death of the Owner OWNER of such Heir's or Heirs' intent to succeed OwnerOWNER. The legal representative also must then designate a proposed General Manager for DISTRIBUTOR approval. The effect of such notice from Owner's OWNER'S legal representative will be to suspend any notice of termination provided for in Section XXIII(B)(4XVI(B)(4) issued hereunder. Upon delivery of such notice, Owner's OWNER'S legal representative shall immediately request any person(s) identified by it as intending to succeed Owner OWNER and the designated candidate for General Manager to submit an application and to provide all personal and financial information that DISTRIBUTOR may reasonably and customarily require in connection with its review of such applications. All requested information must be provided promptly to DISTRIBUTOR and in no case later than thirty (30) days after receipt of such request from Owner's OWNER'S legal representative. Upon the submission of all requested information, DISTRIBUTOR agrees to review such application(s) pursuant to the then current criteria generally applied by DISTRIBUTOR in qualifying dealer Owners OWNERS and/or General Managers. DISTRIBUTOR shall either approve or disapprove the application(s) within ninety (90) days of full compliance with all DISTRIBUTOR's 'S requests for information. If DISTRIBUTOR approves the application(s), it shall offer to enter into a new Toyota LEXUS Dealer Agreement with Owner's OWNER'S Heir(s) in the form then currently in use, subject to such additional conditions and for such a term as DISTRIBUTOR deems appropriate. In the event that DISTRIBUTOR does not approve the designated Heir(s) or designated candidate for General Manager, or if the Owner's OWNER'S legal representative withdraws his or her notice of the Heir(s) intent to succeed as Owner(s), OWNER(S) or if the legal representative or any proposed owners OWNERS or General Manager fails to timely provide the required information, DISTRIBUTOR may reinstate or issue a notice of termination. Nothing in this Section shall constitute a waiver of waive DISTRIBUTOR's 'S right under Section XXI to exercise its right of first refusal or option Option to purchasePurchase set forth in Section XIV herein.

SUCCESSION RIGHTS UPON DEATH OR INCAPACITY. A. SUCCESSION TO OWNERSHIP AFTER DEATH OF OWNER In the event that Owner OWNER dies and his or her interest in Dealership passes directly to any person or persons ("Heirs") who wish to succeed to Owner's OWNER'S interest, then Owner's OWNER'S legal representative must notify DISTRIBUTOR within sixty (60) days of the death of the Owner OWNER of such Heir's or Heirs' intent to succeed OwnerOWNER. The legal representative also must then designate a proposed General Manager for DISTRIBUTOR approval. The effect of such notice from Owner's OWNER'S legal representative will be to suspend any notice of termination provided for in Section XXIII(B)(4XVI (B)(4) issued hereunder. Upon delivery of such notice, Owner's OWNER'S legal representative shall immediately request any person(s) identified by it as intending to succeed Owner OWNER and the designated candidate for General Manager to submit an application and to provide all personal and financial information that DISTRIBUTOR may reasonably and customarily require in connection with its review of such applications. All requested information must be provided promptly to DISTRIBUTOR and in no case later than thirty (30) days after receipt of such request from Owner's OWNER'S legal representative. Upon the submission of all requested information, DISTRIBUTOR agrees to review such application(s) pursuant to the then current criteria generally applied by DISTRIBUTOR in qualifying dealer Owners OWNERS and/or General Managers. DISTRIBUTOR shall either approve or disapprove the application(s) within ninety (90) days of full compliance with all DISTRIBUTOR's 'S requests for information. If DISTRIBUTOR approves the application(s), it shall offer to enter into a new Toyota LEXUS Dealer Agreement with Owner's OWNER'S Heir(s) in the form then currently in use, subject to such additional conditions and for such a term as DISTRIBUTOR deems appropriate. In the event that DISTRIBUTOR does not approve the designated Heir(s) or designated candidate for General Manager, or if the Owner's OWNER'S legal representative withdraws his or her notice of the Heir(s) intent to succeed as Owner(s), OWNER(S) or if the legal representative or any proposed owners OWNERS or General Manager fails to timely provide the required information, DISTRIBUTOR may reinstate or issue a notice of termination. Nothing in this Section shall constitute a waiver of waive DISTRIBUTOR's 'S right under Section XXI to exercise its right of first refusal or option Option to purchasePurchase set forth in Section XIV herein.