Used Vehicles. The Buyer shall have no obligation to purchase any vehicle from the Seller other than its obligation hereunder to purchase the New Vehicles and the Demonstrators. The Seller and the Buyer shall perform an inventory of the Seller's motor vehicles that are not New Vehicles or Demonstrators (including conversion vans or similar-type vehicles that have been in inventory longer than 180 days, rental cars and company vehicles) as of the Inventory Date and, in connection with such inventory, the Seller and the Buyer shall attempt to assign a mutually agreed price to each such vehicle owned by the Seller as of the Closing Date. Any such vehicles as to which the Seller and the Buyer are unable to agree upon a price shall not be purchased by the Buyer in connection herewith. Any such vehicles as to which the Seller and the Buyer shall agree upon a price are collectively referred to herein as the "USED VEHICLES," and shall be purchased by the Buyer, and sold by the Seller, at the Closing. The aggregate sum of all prices assigned to such Used Vehicles to be purchased by the Buyer pursuant to the terms of this Section 3.5 shall be referred to herein as the "USED VEHICLE PURCHASE PRICE."
Appears in 2 contracts
Samples: Asset Purchase Agreement (Sonic Automotive Inc), Asset Purchase Agreement (Sonic Automotive Inc)
Used Vehicles. The Buyer shall have no obligation to purchase any vehicle from the Seller other than its obligation hereunder to purchase the New Vehicles and the Demonstrators. The Seller Sellers' Agent and the Buyer shall perform an inventory of the Seller's motor Sellers' used vehicles that are not New Vehicles or Demonstrators (including conversion vans or similar-type vehicles that have been in inventory longer than 180 days, rental cars and company vehicles) as of the Inventory Date and, in connection with such inventory, the Seller Sellers' Agent and the Buyer shall attempt to assign a mutually agreed price to each such used vehicle owned by the Seller Sellers as of the Closing Inventory Date. Any such vehicles as to which the Seller Sellers' Agent and the Buyer are unable to agree upon a price shall not be purchased by the Buyer in connection herewith. All used vehicles acquired by the Sellers after the Inventory Date with respect to used vehicles shall be valued at the respective Sellers' book value therefor; provided, however, the acquisition and valuation thereof shall be subject to prior approval by the Buyer so long as the Buyer shall have a representative present at the Sellers' dealerships at the time such used vehicles are proposed to be accepted. Any such used vehicles as to which the Seller Sellers' Agent and the Buyer shall agree upon a price as of the Inventory Date, as well as all used vehicles acquired thereafter by the Sellers in accordance with this Section 3.5 are collectively referred to herein as the "USED VEHICLES,." and At the Closing, the Buyer shall be purchased purchase from the respective Sellers all Used Vehicles owned by the Buyer, and sold by respective Sellers as of the Seller, at the ClosingClosing Date. The aggregate sum of all prices assigned to such Used Vehicles to be purchased by the Buyer pursuant to the terms of this Section 3.5 shall be referred to herein as the "USED VEHICLE PURCHASE PRICE"."
Appears in 1 contract
Used Vehicles. The Buyer shall have no obligation to purchase any vehicle from the Seller other than its obligation hereunder to purchase the New Vehicles and the Demonstrators. The Seller and the Buyer shall perform an inventory of the Seller's motor vehicles that are not New Vehicles or Demonstrators (including conversion vans or similar-type vehicles that have been in inventory longer than 180 days, rental cars and company vehicles) as of the Inventory Date (including, without limitation, Seller's "rental fleet"), and, in connection with such inventory, the Seller and the Buyer shall attempt to assign a mutually agreed price to each such vehicle owned by the Seller as of the Closing Date. Any such vehicles as to which the Seller and the or Buyer are unable to agree upon a price shall not be purchased by the Buyer in connection herewith. Any such vehicles as to which the Seller and the Buyer shall agree upon a price are collectively referred to herein as the "USED VEHICLES," and shall be purchased by the Buyer, and sold by the Seller, Buyer at the Closing. The aggregate sum of all prices assigned to such Used Vehicles to be purchased by the Buyer pursuant to the terms of this Section 3.5 shall be referred to herein as the "USED VEHICLE PURCHASE PRICE."
Appears in 1 contract
Used Vehicles. The Buyer shall have no obligation to purchase any vehicle from the any Seller other than its obligation hereunder to purchase the New Vehicles and the Demonstrators. The Seller Sellers and the Buyer shall perform an inventory of the each Seller's motor vehicles that are not New Vehicles or Demonstrators (including conversion vans or similar-type vehicles that have been in inventory longer than 180 days, rental cars and company vehicles) as of the Inventory Date and, in connection with such inventory, the applicable Seller and the Buyer shall attempt to assign a mutually agreed price to each such vehicle owned by the such Seller as of the Closing Date. Any such vehicles as to which the such Seller and the Buyer are unable to agree upon a price shall not be purchased by the Buyer in connection herewith. Any such vehicles as to which the such Seller and the Buyer shall agree upon a price are collectively referred to herein as the "USED VEHICLES," of such Seller, or of the Sellers collectively if the context so admits or provides, and shall be purchased by the Buyer, and sold by the Seller, Buyer at the Closing. The aggregate sum of all prices assigned to such Used Vehicles to be purchased by the Buyer pursuant to the terms of this Section 3.5 shall be referred to herein as the "USED VEHICLE PURCHASE PRICE."
Appears in 1 contract
Used Vehicles. The Buyer shall have no obligation to purchase any vehicle from the Seller other than its obligation hereunder to purchase the New Vehicles and the Demonstrators. The Seller and the Buyer shall perform an inventory of the Seller's motor vehicles (including motorcycles) that are not New Vehicles or Demonstrators (including conversion vans or similar-type vehicles that have been in inventory longer than 180 days, rental cars and company vehicles) as of the Inventory Date and, in connection with such inventory, the Seller and the Buyer shall attempt to assign a mutually agreed price to each such vehicle owned by the Seller as of the Closing Date. Any such vehicles as to which the Seller and the or Buyer are unable to agree upon a price as of the Closing Date shall not be purchased by the Buyer in connection herewith. Any such vehicles as to which the Seller and the Buyer shall agree upon a price are collectively referred to herein as the "USED VEHICLES," and shall be purchased by the Buyer, and sold by the Seller, Buyer at the Closing. The aggregate sum of all prices assigned to such Used Vehicles to be purchased by the Buyer pursuant to the terms of this Section 3.5 shall be referred to herein as the "USED VEHICLE PURCHASE PRICE."
Appears in 1 contract
Used Vehicles. The Buyer shall have no obligation to purchase any vehicle from the Seller other than its obligation hereunder to purchase the New Vehicles and the Demonstrators. The Seller and the Buyer shall perform an inventory of the Seller's motor vehicles that are not New Vehicles or Demonstrators (including conversion vans or similar-type vehicles that have been in inventory longer than 180 days, rental cars and company vehicles) as of the Inventory Date (including prior model year new vehicles as of the Closing Date) and, in connection with such inventory, the Seller and the Buyer shall attempt to assign a mutually agreed price to each such vehicle owned by the Seller as of the Closing Date. Any such vehicles as to which the Seller and the Buyer are unable to agree upon a price shall not be purchased by the Buyer Buyer, or sold by the Seller, in connection herewith. Any such vehicles as to which the Seller and the Buyer shall agree upon a price are collectively referred to herein as the "USED VEHICLES," and shall be purchased by the Buyer, and sold by the Seller, at the Closing. The aggregate sum of all prices assigned to such Used Vehicles to be purchased by the Buyer pursuant to the terms of this Section 3.5 shall be referred to herein as the "USED VEHICLE PURCHASE PRICE."
Appears in 1 contract