Common use of VALUATION OF ACQUIRED ASSETS Clause in Contracts

VALUATION OF ACQUIRED ASSETS. Those Acquired Assets which are listed below shall be valued as provided below in this Section 3.2. (a) The price for each 1997 new unregistered and undamaged Nissan model vehicle with not more than three hundred (300) miles shall be the sum of the following: (i) The wholesale cost of each such vehicle determined in accordance with the factory invoice, including advertising charges; plus (ii) The wholesale cost of all optional parts and accessories installed in such vehicle plus the cost of labor (determined at the internal rate pursuant to the standard factory formula) for installation of the same; less (iii) The sum of all distributor's allowances ("Allowances") as of the Closing Date including, but not limited to, inventory carry-over allowances, discounts, holdbacks, rebates, contests, model change incentives and similar distributor's allowances related to such vehicle. Purchaser shall also receive a credit against the Purchase Price equal to the number of days of unexpired Floor Plan Assistance, if any, as of the Closing for each vehicle purchased. (b) The price for each 1997 unregistered and undamaged Nissan demonstrator vehicle with not more than seven thousand five hundred (7,500) miles purchased hereunder shall be the value determined in accordance with subsections (a)(i) through (a)(iii) hereinabove, less the sum of 20c per mile for each said vehicle; (c) Notwithstanding paragraphs (a) and (b) hereinabove, Purchaser shall have no obligation to purchase new vehicles in inventory with a supply of each line of automobiles (i.e. Maxima) in excess of a 60 day supply based on the average monthly sales for those three months immediately preceding the Closing Date, provided that this paragraph (c) shall apply only in the event and to the extent Seller is able to return any vehicle in excess of the sixty (60) day supply without (i) having to repay to the Franchiser any Allowances or Floor Plan Assistance; (ii) receiving a debit against Allowances owing or future Allowances upon such return, (iii) losing credit for such vehicle in the 1997 Dealer Challenge, as hereinafter defined, or (iv) suffering any other financial detriment (other than the loss of the sale to Purchaser) upon such return (collectively "Return Loss"). (d) Notwithstanding paragraphs (a), (b) and (c) hereinabove, Seller shall have all 1997 Quests in rental service as of March 31, 1997. Purchaser shall have no obligation to purchase any 1997 Quests that not have been placed in rental service prior to March 31, 1997, with the exception of 1997 Quests delivered and invoiced by Nissan Corporation after March 31, 1997. The purchase price for all 1997 Quests in rental service with not more than 300 miles shall be valued in accordance with paragraph 3.2(a)(i) through 3.2(a)(iii) provided, however, that Purchaser shall have the right to all incentives including market share funds related to such vehicles. (e) All vehicles not described in subsections (a), (b), (c) and (d) above which are to be purchased hereunder shall be valued at a price mutually agreed upon by Seller and Purchaser; provided, however, that if Seller and Purchaser are unable to agree on a price with respect to any individual vehicle prior to the Closing Date, then such vehicle shall be excluded from the Acquired Assets and not purchased hereunder. (f) All new undamaged returnable genuine Nissan factory parts and accessories which are in possession of Seller as of the Closing Date and which are listed in the manufacturer's most current wholesale parts and accessories price book shall be valued at dealer cost in accordance with the manufacturer's most current wholesale parts and accessories price book as of the Closing Date; provided, however, that Obsolete Parts shall be valued at ZERO DOLLARS ($0) and shall be retained by Seller, and removed by Seller from the Premises not later than ten (10) days following the Closing Date. (g) All non-factory parts, accessories and miscellaneous inventory which are in the possession of Seller as of the Closing Date, shall be valued at dealer cost, provided, however, that Purchaser shall have no obligation to purchase in excess of TWENTY THOUSAND DOLLARS ($20,000) of such items. (h) All work-in-progress shall be valued at retail. (i) All furniture, fixtures, equipment, leasehold improvements and special tools shall be valued at $500,000 provided, however, that in the event that any item of furniture, fixtures, equipment, special tools or leasehold improvement is materially damaged, destroyed or removed from the Dealership between the date of execution of this Agreement and the Closing Date, the value of said item damaged, destroyed or removed from the Dealership shall be credited against the Purchase Price. (j) As of the close of business on the day immediately preceding the Closing Date or on such other date as mutually agreed upon by Purchaser and Seller, a physical inventory to determine the value of the new, used and demonstrator vehicles, and work-in-progress shall be taken jointly by the parties. Each party shall bear the expenses associated with its own personnel in connection with the valuation of the assets. The parties shall jointly employ an independent inventory service to take a parts and accessories inventory immediately prior to the Closing. The cost of such inventory shall be paid one- half by Purchaser and one-half by Seller.

VALUATION OF ACQUIRED ASSETS. Those Acquired Assets which are listed The assets set forth below shall be valued as provided below in this Section 3.2.below: (a) The price for each 1997 all 1998 new unregistered and undamaged Nissan Honda model vehicle vehicles with not more than three hundred (300) miles purchased hereunder shall be the sum of the following: (i) The wholesale cost of each such new vehicle determined in accordance with the factory invoice, including advertising charges; plus (ii) The wholesale cost of all optional parts and accessories installed in such vehicle the new vehicles plus the cost of labor (determined at the internal rate pursuant to the standard factory formula) for installation of the same; lessLESS (iii) The sum of all distributor's allowances ("Allowances") as of the Closing Date including, but not limited to, inventory carry-over allowances, discounts, holdbacks, rebates, contests, model change incentives changes and similar distributor's allowances related to such vehicle. Purchaser shall also receive a credit against the Purchase Price equal to the number of days of unexpired Floor Plan Assistance, if any, as of specific automobiles transferred on the Closing for each vehicle purchasedDate. (b) The price for each 1997 all 1998 unregistered and undamaged Nissan Honda demonstrator vehicle vehicles with not more than seven three thousand five hundred (7,5003,000) miles purchased hereunder shall be the value determined valued in accordance with subsections (a)(i) through (a)(iii) hereinabove, hereinabove less the sum of 20c per mile for each said vehicle; five percent (c) Notwithstanding paragraphs (a) and (b) hereinabove, Purchaser shall have no obligation to purchase new vehicles in inventory with a supply of each line of automobiles (i.e. Maxima) in excess of a 60 day supply based on the average monthly sales for those three months immediately preceding the Closing Date, provided that this paragraph (c) shall apply only in the event and to the extent Seller is able to return any vehicle in excess of the sixty (60) day supply without (i) having to repay to the Franchiser any Allowances or Floor Plan Assistance; (ii) receiving a debit against Allowances owing or future Allowances upon such return, (iii) losing credit for such vehicle in the 1997 Dealer Challenge, as hereinafter defined, or (iv) suffering any other financial detriment (other than the loss of the sale to Purchaser) upon such return (collectively "Return Loss"5%). (d) Notwithstanding paragraphs (a), (b) and (c) hereinabove, Seller shall have all 1997 Quests in rental service as of March 31, 1997. Purchaser shall have no obligation to purchase any 1997 Quests that not have been placed in rental service prior to March 31, 1997, with the exception of 1997 Quests delivered and invoiced by Nissan Corporation after March 31, 1997. The purchase price for all 1997 Quests in rental service with not more than 300 miles shall be valued in accordance with paragraph 3.2(a)(i) through 3.2(a)(iii) provided, however, that Purchaser shall have the right to all incentives including market share funds related to such vehicles. (e) All vehicles not described in subsections (a), (b), (c) and (db) above which are to be purchased hereunder shall be valued at a price mutually agreed upon by Seller and Purchaser; provided, however, that if Seller and Purchaser are unable to agree on a price with respect to any individual vehicle prior to the Closing Date, then such vehicle shall be excluded from the Acquired Assets and not purchased hereunder. (fd) All new undamaged returnable genuine Nissan Honda factory parts and accessories which are in possession of Seller as of the Closing Date and which are listed in the manufacturer's most current wholesale parts and accessories price book shall be valued at dealer cost in accordance with the manufacturer's most current wholesale parts and accessories price book as of the Closing Date; provided, however, that Obsolete Parts shall be valued at ZERO DOLLARS ($0) and shall be retained by Seller, and removed by provided that Seller from the Premises not later than removes such parts within ten (10) days following of the Closing Date. (ge) All non-factory parts, accessories and miscellaneous inventory which are in the possession of Seller as of the Closing Date, which shall be valued at dealer cost, provided, however, that Purchaser shall have no obligation obligations to purchase in excess of TWENTY TEN THOUSAND DOLLARS ($20,00010,000) of such items. (hf) All work-in-progress shall be valued at retailcost. (ig) All moveable furniture, fixtures, equipment, leasehold improvements equipment and special tools shall be valued at $500,000 in accordance with an appraisal conducted by Xxxxxx Xxxx, provided, however, that in the event that any item of furniture, fixtures, equipment, special tools or leasehold improvement is materially damaged, destroyed or removed from the Dealership between the date of the execution of this Agreement and the Closing Date, the value of said item damaged, destroyed or removed from the Dealership shall be credited against the Purchase Price. The parties acknowledge that there shall be no additional charge for leasehold improvements. (jh) In further consideration for all other assets described in Section 2.1 hereinabove and goodwill Purchaser shall pay to Seller the sum of THREE MILLION TWO HUNDRED THOUSAND DOLLARS ($3,200,000). (i) As of the close of business on the day immediately preceding the Closing Date or on such other date as mutually agreed upon by Purchaser and Seller, a physical inventory to determine the value of the new, used and demonstrator vehicles, and work-in-in- progress shall be taken jointly by the parties. Each party shall bear the expenses associated with its own personnel in connection with the valuation of the assets. The parties shall jointly employ an independent inventory service to take a parts and accessories inventory immediately prior to the Closing. The cost of such inventory shall be paid one- one-half by Purchaser and one-half by Seller.

VALUATION OF ACQUIRED ASSETS. Those Acquired Assets which are listed The assets set forth below shall be valued as provided below in this Section 3.2.below: (a) The price for each all 1996 and 1997 new unregistered and undamaged Nissan Toyota model vehicle vehicles with not more than three five hundred (300500) miles purchased hereunder and two (2) 1997 undamaged demonstrator vehicles with not more than five thousand (5,000) miles shall be the sum of the following: (i) The wholesale cost of each such new vehicle determined in accordance with the factory invoice, including advertising charges; plus (ii) The wholesale cost of all optional parts and accessories installed in such vehicle the new vehicles plus the cost of labor (determined at the internal rate pursuant to the standard factory formula) for installation of the same; lessLESS (iii) The sum of all distributor's allowances ("Allowances") as of the Closing Date including, but not limited to, inventory carry-over allowances, discounts, holdbacks, rebates, contests, model change incentives changes and similar distributor's allowances related to such vehicle. Purchaser shall also receive a credit against the Purchase Price equal to the number of days of unexpired Floor Plan Assistance, if any, as of specific automobiles transferred on the Closing for each vehicle purchasedDate. (b) The price for each 1997 unregistered and undamaged Nissan demonstrator vehicle with not more than seven thousand five hundred (7,500) miles purchased hereunder shall be the value determined in accordance with subsections (a)(i) through (a)(iii) hereinabove, less the sum of 20c per mile for each said vehicle; (c) Notwithstanding paragraphs (a) and (b) hereinabove, Purchaser shall have no obligation to purchase new vehicles in inventory with a supply of each line of automobiles (i.e. Maxima) in excess of a 60 day supply based on the average monthly sales for those three months immediately preceding the Closing Date, provided that this paragraph (c) shall apply only in the event and to the extent Seller is able to return any vehicle in excess of the sixty (60) day supply without (i) having to repay to the Franchiser any Allowances or Floor Plan Assistance; (ii) receiving a debit against Allowances owing or future Allowances upon such return, (iii) losing credit for such vehicle in the 1997 Dealer Challenge, as hereinafter defined, or (iv) suffering any other financial detriment (other than the loss of the sale to Purchaser) upon such return (collectively "Return Loss"). (d) Notwithstanding paragraphs (a), (b) and (c) hereinabove, Seller shall have all 1997 Quests in rental service as of March 31, 1997. Purchaser shall have no obligation to purchase any 1997 Quests that not have been placed in rental service prior to March 31, 1997, with the exception of 1997 Quests delivered and invoiced by Nissan Corporation after March 31, 1997. The purchase price for all 1997 Quests in rental service with not more than 300 miles shall be valued in accordance with paragraph 3.2(a)(i) through 3.2(a)(iii) provided, however, that Purchaser shall have the right to all incentives including market share funds related to such vehicles. (e) All vehicles not described in subsections subsection (a), (b), (c) and (d) above which are to be purchased hereunder shall be valued at a price mutually agreed upon by Seller and Purchaser; provided, however, that if Seller and Purchaser are unable to agree on a price with respect to any individual vehicle prior to wholesale Xxxxx Blue Book Value as of the Closing Date, then such vehicle shall be excluded from the Acquired Assets and not purchased hereunder. (fc) All new undamaged returnable genuine Nissan Toyota factory parts, accessories and jobber parts and accessories which are in possession of Seller as of the Closing Date and which are listed in the manufacturer's most current wholesale parts and accessories price book shall be valued at dealer cost in accordance with the manufacturer's most current wholesale parts and accessories price book as of the Closing Date; provided, however, that Obsolete Parts shall be valued at ZERO DOLLARS ($0) and shall be retained by Seller, and removed by provided that Seller from the Premises not later than removes such parts within ten (10) days following of the Closing Date. (g) All non-factory parts, accessories and miscellaneous inventory which are in the possession of Seller as of the Closing Date, shall be valued at dealer cost, provided, however, that Purchaser shall have no obligation to purchase in excess of TWENTY THOUSAND DOLLARS ($20,000) of such items. (hd) All work-in-progress shall be valued at retailcost. (ie) All furniture, fixtures, equipment, leasehold improvements equipment and special tools shall be valued at $500,000 appraisal value as of the Closing Date, provided, however, that in the event that any item of furniture, fixtures, equipment, special tools or leasehold improvement is materially damaged, destroyed or removed from the Dealership between the date of execution of this Agreement the appraisal and the Closing Date, the value of said item damaged, destroyed or removed from the Dealership shall be credited against the Purchase Price. Purchaser and Seller shall obtain an appraisal from a mutually agreeable appraisal party to determine the, as is, fair market value of the furniture, fixtures and equipment. The cost of the appraisal shall be paid one-half by Purchaser and one-half by Seller. The parties acknowledge that there shall be no additional charge for leasehold improvements. (jf) In further consideration for all other assets described in Section 2.1 hereinabove and goodwill Purchaser shall pay to Seller the sum of ONE MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($1,750,000). (g) As of the close of business on the day immediately preceding the Closing Date or on such other date as mutually agreed upon by Purchaser and Seller, a physical inventory to determine the value of the new, used and demonstrator vehicles, and work-in-progress shall be taken jointly by the parties. Each party shall bear the expenses associated with its own personnel in connection with the valuation of the assets. The parties shall jointly employ an independent inventory service to take a parts and accessories inventory immediately prior to the Closing. The cost of such inventory shall be paid one- half by Purchaser and one-half by Seller.

VALUATION OF ACQUIRED ASSETS. Those Acquired Assets which are listed below shall be valued as provided below in this Section 3.2. (a) The price for each 1997 new unregistered and undamaged Nissan Nissan, Volkswagen, and Dodge model vehicle with not more than three five hundred (300500) miles shall be the sum of the following: (i) The wholesale cost of each such vehicle determined in accordance with the factory invoice, including advertising charges; plus (ii) The wholesale cost of all optional parts and accessories installed in such vehicle plus the cost of labor (determined at the internal rate pursuant to the standard factory formula) for installation of the same; lessLESS (iii) The sum of all distributor's allowances ("Allowances") as of the Closing Date including, but not limited to, inventory carry-over allowances, discounts, holdbacks, rebates, contests, model change incentives changes and similar distributor's allowances related to such vehicle. Purchaser shall also receive a credit against the Purchase Price equal to the number of days of unexpired Floor Plan Assistance, if any, as of the Closing for each vehicle purchased. (b) The price for each 1997 unregistered and undamaged Nissan Nissan, Volkswagen, and Dodge demonstrator vehicle with not more than seven three thousand five hundred (7,5003,000) miles which is purchased hereunder shall be the value determined in accordance with subsections (a)(i) through (a)(iii) hereinabove, less the sum five percent (5%) of 20c per mile for each said vehicle;such value. (c) Notwithstanding paragraphs (a) and (b) hereinabove, Purchaser shall have no obligation to purchase new vehicles in inventory with a supply of each line of automobiles (i.e. Maxima) in excess of a 60 day supply based on the average monthly sales for those three months immediately preceding the Closing Date, provided that this paragraph (c) shall apply only in the event and to the extent Seller is able to return any vehicle in excess of the sixty (60) day supply without (i) having to repay to the Franchiser any Allowances or Floor Plan Assistance; (ii) receiving a debit against Allowances owing or future Allowances upon such return, (iii) losing credit for such vehicle in the 1997 Dealer Challenge, as hereinafter defined, or (iv) suffering any other financial detriment (other than the loss of the sale to Purchaser) upon such return (collectively "Return Loss"). (d) Notwithstanding paragraphs (a), (b) and (c) hereinabove, Seller shall have all 1997 Quests in rental service as of March 31, 1997. Purchaser shall have no obligation to purchase any 1997 Quests that not have been placed in rental service prior to March 31, 1997, with the exception of 1997 Quests delivered and invoiced by Nissan Corporation after March 31, 1997. The purchase price for all 1997 Quests in rental service with not more than 300 miles shall be valued in accordance with paragraph 3.2(a)(i) through 3.2(a)(iii) provided, however, that Purchaser shall have the right to all incentives including market share funds related to such vehicles. (e) All vehicles not described in subsections (a), (b), (c) and (db) above which are to be purchased hereunder shall be valued at a price mutually agreed upon by Seller and Purchaser; provided, however, that if Seller and Purchaser are unable to agree on a price with respect to any individual vehicle prior to the Closing Date, then such vehicle shall be excluded from the Acquired Assets and not purchased hereunder. (fd) All new undamaged returnable genuine Nissan Nissan, Volkswagen, and Dodge factory parts and accessories which are in possession of Seller as of the Closing Date and which are listed in the manufacturer's most current wholesale parts and accessories price book shall be valued at dealer cost in accordance with the manufacturer's most current wholesale parts and accessories price book as of the Closing Date; provided, however, that Obsolete Parts shall be valued at ZERO DOLLARS ($0) and shall be retained by Seller, and removed by Seller from the Premises not later than ten (10) days following the Closing Date. (ge) All non-factory parts, accessories and miscellaneous inventory which are in the possession of Seller as of the Closing Date, shall be valued at dealer cost, provided, however, that Purchaser shall have no obligation to purchase in excess of TWENTY THOUSAND DOLLARS ($20,000) of such items. (hf) All work-in-progress shall be valued at retailcost. (ig) All furniture, fixtures, equipment, leasehold improvements and special tools shall be valued at NINE HUNDRED FIFTY THOUSAND DOLLARS ($500,000 950,000) provided, however, that in the event that any item of furniture, fixtures, equipment, special tools or leasehold improvement is materially damaged, destroyed or removed from the Dealership between the date of execution of this Agreement and the Closing Date, the value of said item damaged, destroyed or removed from the Dealership shall be credited against the Purchase Price. (jh) As of the close of business on the day immediately preceding the Closing Date or on such other date as mutually agreed upon by Purchaser and Seller, a physical inventory to determine the value of the new, used and demonstrator vehicles, and work-in-progress shall be taken jointly by the parties. Each party shall bear the expenses associated with its own personnel in connection with the valuation of the assets. The parties shall jointly employ an independent inventory service to take a parts and accessories inventory immediately prior to the Closing. The cost of such inventory shall be paid one- half by Purchaser and one-half by Seller. In the event either party disputes the accuracy of the physical inventory or the valuation of the assets or if for any reason Schedule 2.1 is not prepared before Closing so as to meet with the approval of both parties as is contemplated in Section 2.1, such dispute will be submitted to binding arbitration in accordance with Section 20 hereof. Notwithstanding the pendency of such dispute or arbitration proceeding, the transaction shall nonetheless proceed to Closing as to all 3 other matters.

VALUATION OF ACQUIRED ASSETS. Those Acquired Assets which are listed The assets set forth below shall be valued as provided below in this Section 3.2.below: (a) The price for each all 1996 and 1997 new unregistered and undamaged Nissan Honda and Dodge model vehicle vehicles with not more than three five hundred (300500) miles purchased hereunder and two (2) 1997 undamaged demonstrator vehicles with not more than five thousand (5,000) miles shall be the sum of the following: (i) The wholesale cost of each such new vehicle determined in accordance with the factory invoice, including advertising charges; plus (ii) The wholesale cost of all optional parts and accessories installed in such vehicle the new vehicles plus the cost of labor (determined at the internal rate pursuant to the standard factory formula) for installation of the same; lessLESS (iii) The sum of all distributor's allowances ("Allowances") as of the Closing Date including, but not limited to, inventory carry-over allowances, discounts, holdbacks, rebates, contests, model change incentives changes and similar distributor's allowances related to such vehicle. Purchaser shall also receive a credit against the Purchase Price equal to the number of days of unexpired Floor Plan Assistance, if any, as of specific automobiles transferred on the Closing for each vehicle purchasedDate. (b) The price for each 1997 unregistered and undamaged Nissan demonstrator vehicle with not more than seven thousand five hundred (7,500) miles purchased hereunder shall be the value determined in accordance with subsections (a)(i) through (a)(iii) hereinabove, less the sum of 20c per mile for each said vehicle; (c) Notwithstanding paragraphs (a) and (b) hereinabove, Purchaser shall have no obligation to purchase new vehicles in inventory with a supply of each line of automobiles (i.e. Maxima) in excess of a 60 day supply based on the average monthly sales for those three months immediately preceding the Closing Date, provided that this paragraph (c) shall apply only in the event and to the extent Seller is able to return any vehicle in excess of the sixty (60) day supply without (i) having to repay to the Franchiser any Allowances or Floor Plan Assistance; (ii) receiving a debit against Allowances owing or future Allowances upon such return, (iii) losing credit for such vehicle in the 1997 Dealer Challenge, as hereinafter defined, or (iv) suffering any other financial detriment (other than the loss of the sale to Purchaser) upon such return (collectively "Return Loss"). (d) Notwithstanding paragraphs (a), (b) and (c) hereinabove, Seller shall have all 1997 Quests in rental service as of March 31, 1997. Purchaser shall have no obligation to purchase any 1997 Quests that not have been placed in rental service prior to March 31, 1997, with the exception of 1997 Quests delivered and invoiced by Nissan Corporation after March 31, 1997. The purchase price for all 1997 Quests in rental service with not more than 300 miles shall be valued in accordance with paragraph 3.2(a)(i) through 3.2(a)(iii) provided, however, that Purchaser shall have the right to all incentives including market share funds related to such vehicles. (e) All vehicles not described in subsections subsection (a), (b), (c) and (d) above which are to be purchased hereunder shall be valued at a price mutually agreed upon by Seller and Purchaser; provided, however, that if Seller and Purchaser are unable to agree on a price with respect to any individual vehicle prior to wholesale Xxxxx Blue Book Value as of the Closing Date, then such vehicle shall be excluded from the Acquired Assets and not purchased hereunder. (fc) All new undamaged returnable genuine Nissan Honda and Dodge factory parts, accessories and jobber parts and accessories which are in possession of Seller as of the Closing Date and which are listed in the manufacturer's most current wholesale parts and accessories price book shall be valued at dealer cost in accordance with the manufacturer's most current wholesale parts and accessories price book as of the Closing Date; provided, however, that Obsolete Parts shall be valued at ZERO DOLLARS ($0) and shall be retained by Seller, and removed by provided that Seller from the Premises not later than removes such parts within ten (10) days following of the Closing Date. (g) All non-factory parts, accessories and miscellaneous inventory which are in the possession of Seller as of the Closing Date, shall be valued at dealer cost, provided, however, that Purchaser shall have no obligation to purchase in excess of TWENTY THOUSAND DOLLARS ($20,000) of such items. (hd) All work-in-progress shall be valued at retailcost. (ie) All furniture, fixtures, equipment, leasehold improvements equipment and special tools shall be valued at $500,000 appraisal value as of the Closing Date, provided, however, that in the event that any item of furniture, fixtures, equipment, special tools or leasehold improvement is materially damaged, destroyed or removed from the Dealership between the date of execution of this Agreement the appraisal and the Closing Date, the value of said item damaged, destroyed or removed from the Dealership shall be credited against the Purchase Price. Purchaser and Seller shall obtain an appraisal from a mutually agreeable appraisal party to determine the, as is, fair market value of the furniture, fixtures and equipment. The cost of the appraisal shall be paid one-half by Purchaser and one-half by Seller. The parties acknowledge that there shall be no additional charge for leasehold improvements. (jf) In further consideration for all other assets described in Section 2.1 hereinabove and goodwill Purchaser shall pay to Seller the sum of ONE MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($1,750,000). (g) As of the close of business on the day immediately preceding the Closing Date or on such other date as mutually agreed upon by Purchaser and Seller, a physical inventory to determine the value of the new, used and demonstrator vehicles, and work-in-progress shall be taken jointly by the parties. Each party shall bear the expenses associated with its own personnel in connection with the valuation of the assets. The parties shall jointly employ an independent inventory service to take a parts and accessories inventory immediately prior to the Closing. The cost of such inventory shall be paid one- half by Purchaser and one-half by Seller.

VALUATION OF ACQUIRED ASSETS. Those Acquired Assets which are listed below shall be valued as provided below in this Section 3.23:2. (a) The price for each 1997 1998 new unregistered and undamaged Nissan BMW model vehicle with not more than three hundred (300) miles shall be the sum of the following: (i) The wholesale cost of each such vehicle determined in accordance with the factory invoice, including advertising charges; plus (ii) The wholesale cost of all optional parts and accessories installed in such vehicle plus the cost of labor (determined at the internal rate pursuant to the standard factory formula) for installation of the same; plus (iii) The cost of pre-delivery expense actually performed related to specific automobiles transferred at closing, but only to the extent that such pre-delivery expense is not previously reimbursed to Seller, in which event the right to such expense reimbursement shall be assigned to Purchaser at the closing; less (iiiiv) The sum of all distributor's allowances ("Allowances") as of the Closing Date including, but not limited to, inventory carry-over allowances, discounts, floor plan assistance, holdbacks, rebates, contests, model change changes, incentives and similar distributor's allowances related to such vehicle. Purchaser shall also receive a credit against the Purchase Price equal vehicle to the number of days of unexpired Floor Plan Assistance, if any, as of the Closing for each vehicle purchasedextent paid or payable to Seller. (b) The price for each 1997 1998 unregistered and undamaged Nissan BMW demonstrator vehicle with not more than seven three thousand five hundred (7,5003,000) miles purchased hereunder shall be the value determined in accordance with subsections (a)(i) through (a)(iii) hereinabove, less the sum curtailment on each such vehicles as currently taken on the books of 20c per mile for each said vehicle;Seller as of the Closing Date. (c) Notwithstanding paragraphs (a) and (b) hereinabove, Purchaser shall have no obligation to purchase new vehicles in inventory with a supply of each line of automobiles (i.e. Maxima) in excess of a 60 day supply based on the average monthly sales for those three months immediately preceding the Closing Date, provided that this paragraph (c) shall apply only in the event and to the extent Seller is able to return any vehicle in excess of the sixty (60) day supply without (i) having to repay to the Franchiser any Allowances or Floor Plan Assistance; (ii) receiving a debit against Allowances owing or future Allowances upon such return, (iii) losing credit for such vehicle in the 1997 Dealer Challenge, as hereinafter defined, or (iv) suffering any other financial detriment (other than the loss of the sale to Purchaser) upon such return (collectively "Return Loss"). (d) Notwithstanding paragraphs (a), (b) and (c) hereinabove, Seller shall have all 1997 Quests in rental service as of March 31, 1997. Purchaser shall have no obligation to purchase any 1997 Quests that not have been placed in rental service prior to March 31, 1997, with the exception of 1997 Quests delivered and invoiced by Nissan Corporation after March 31, 1997. The purchase price for all 1997 Quests in rental service with not more than 300 miles shall be valued in accordance with paragraph 3.2(a)(i) through 3.2(a)(iii) provided, however, that Purchaser shall have the right to all incentives including market share funds related to such vehicles. (e) All vehicles not described in subsections (a), (b), (c) and (db) above which are to be purchased hereunder shall be valued at a price mutually agreed upon by Seller and Purchaser; provided, however, that if Seller and Purchaser are unable to agree on a price with respect to any individual vehicle prior to the Closing Date, then such vehicle shall be excluded from the Acquired Assets and not purchased hereunderhereunder and shall be removed by Seller within ten (10) days of the Close of Escrow. (fd) All new undamaged returnable genuine Nissan BMW factory parts and accessories which are in possession of Seller as of the Closing Date and which are listed in the manufacturer's most current wholesale parts and accessories price book shall be valued at dealer manufacturer's current wholesale cost in accordance with the manufacturer's most current wholesale parts and accessories price book as of the Closing Date; provided, however, that Obsolete Parts shall be valued at ZERO DOLLARS ($0) and shall be retained by Seller, and removed by Seller from the Premises not later than ten (10) days following the Closing Date. (ge) All non-factory parts, accessories and miscellaneous inventory which are in the possession of Seller as of the Closing Date, shall be valued at dealer cost, provided, however, that Purchaser shall have no obligation to purchase in excess of TWENTY THOUSAND DOLLARS ($20,000) of such items. (hf) All work-in-progress miscellaneous inventories, including gas, oil, grease, sublet repairs and work in process shall be valued at retailcost as of the Closing Date. (ig) All furniture, fixtures, equipment, leasehold improvements and BMW special tools shall be valued at $500,000 Seller's depreciated book value as of the Closing; provided, however, that in the event that any item of furniture, fixtures, equipment, special tools or leasehold improvement is materially damaged, destroyed or removed from the Dealership between the date of execution of this Agreement and the Closing Date, the value of said item damaged, destroyed or removed from the Dealership shall be credited against the Purchase Price if said items are included in the Purchase Price. The parties acknowledge and agree that there shall be no addition to the purchase price for leasehold improvements. (jh) The sum of ten million two hundred and fifty thousand dollars ($10,250,000) which sum shall be allocated as and for goodwill. (i) As of the close of business on the day immediately preceding the Closing Date or on such other date as mutually agreed upon by Purchaser and Seller, a physical inventory to determine the value of the new, used and demonstrator vehicles, and work-in-progress shall be taken jointly by the parties. Each party shall bear the expenses associated with its own personnel in connection with the valuation of the assets. The parties shall jointly employ an independent inventory service to take a parts pans and accessories inventory immediately prior to the Closing. The cost of such inventory shall be paid one- one-half by Purchaser and one-half by Seller.

VALUATION OF ACQUIRED ASSETS. Those Acquired Assets which are listed The assets set forth below shall be valued as provided below in this Section 3.2.below: (a) The price for each 1997 all current and prior model year new unregistered and undamaged Nissan model vehicle vehicles with not more than three hundred (300) miles purchased hereunder shall be the sum of the following: (i) The wholesale cost of each such new vehicle determined in accordance with the factory invoice, including advertising charges; plus (ii) The wholesale cost of all optional parts and accessories installed in such vehicle the new vehicles plus the cost of labor (determined at the internal rate pursuant to the standard factory formula) for installation of the same; lessplus (iii) The cost of pre-delivery expense actually performed related to specific automobiles transferred at closing, but only to the extent that such pre-delivery expense was not previously reimbursed to Seller, in which event the right to such expense reimbursement shall be assigned to Purchaser at the closing; LESS (iv) The sum of all distributor's allowances ("Allowances") as of the Closing Date including, but not limited to, inventory carry-over allowances, discounts, holdbacks, rebates, contests, model change incentives changes and similar distributor's allowances related to such vehicle. Purchaser shall also receive a credit against the Purchase Price equal to the number of days of unexpired Floor Plan Assistance, if any, as of specific automobiles transferred on the Closing for each vehicle purchasedDate. (b) The price for each 1997 all current model year unregistered and undamaged Nissan demonstrator vehicle vehicles with not more than seven three thousand five hundred (7,5003,000) miles purchased hereunder shall be the value determined valued in accordance with subsections (a)(i) through (a)(iiia)(iv) hereinabove, hereinabove less the sum of 20c per mile for each said vehicle;5%. (c) Notwithstanding paragraphs (a) and (b) hereinabove, Purchaser shall have no obligation to purchase new vehicles in inventory with a supply of each line of automobiles (i.e. Maxima) in excess of a 60 day supply based on the average monthly sales for those three months immediately preceding the Closing Date, provided that this paragraph (c) shall apply only in the event and to the extent Seller is able to return any vehicle in excess of the sixty (60) day supply without (i) having to repay to the Franchiser any Allowances or Floor Plan Assistance; (ii) receiving a debit against Allowances owing or future Allowances upon such return, (iii) losing credit for such vehicle in the 1997 Dealer Challenge, as hereinafter defined, or (iv) suffering any other financial detriment (other than the loss of the sale to Purchaser) upon such return (collectively "Return Loss"). (d) Notwithstanding paragraphs (a), (b) and (c) hereinabove, Seller shall have all 1997 Quests in rental service as of March 31, 1997. Purchaser shall have no obligation to purchase any 1997 Quests that not have been placed in rental service prior to March 31, 1997, with the exception of 1997 Quests delivered and invoiced by Nissan Corporation after March 31, 1997. The purchase price for all 1997 Quests in rental service with not more than 300 miles shall be valued in accordance with paragraph 3.2(a)(i) through 3.2(a)(iii) provided, however, that Purchaser shall have the right to all incentives including market share funds related to such vehicles. (e) All vehicles not described in subsections (a), (b), (c) and (db) above which are to be purchased hereunder shall be valued at a price mutually agreed upon by Seller and Purchaser; provided, however, that if Seller and Purchaser are unable to agree on a price with respect to any individual vehicle prior to the Closing Date, then such vehicle shall be excluded from the Acquired Assets and not purchased hereunder. (fd) All new undamaged returnable genuine Nissan factory parts and accessories which are in possession of Seller as of the Closing Date and which are listed in the manufacturer's most current wholesale parts and accessories price book shall be valued at dealer cost in accordance with the manufacturer's most current wholesale parts and accessories price book as of the Closing Date; provided, however, that Obsolete Parts shall be valued at ZERO DOLLARS Zero Dollars ($0) and shall be retained by Seller, and removed by Seller from the Premises not later than ten (10) days following the Closing Date. (ge) All non-factory parts, accessories and miscellaneous inventory which are in the possession of Seller as of the Closing Date, shall be valued at dealer cost, provided, however, that Purchaser shall have no obligation to purchase in excess of TWENTY THOUSAND DOLLARS ($20,000) of such items. (hf) All work-in-progress shall be valued at retailcost. (ig) All furniture, fixtures, equipment, leasehold improvements special tools, and special tools service vehicles shall be valued at $500,000 by appraisal. Said appraisal shall be conducted by an appraisal company mutually agreed upon by Purchaser and Seller; provided, however, that in the event that any item of furniture, fixtures, equipment, or special tools or leasehold improvement is materially damaged, destroyed or removed from the Dealership between the date of execution of this Agreement the appraisal provided for herein and the Closing Date, the value of said item damaged, destroyed or removed from the Dealership shall be credited against the Purchase Price. (jh) In consideration for all other assets described in Section 2.1 hereinabove and goodwill Purchase shall pay to Seller the sum of Four Hundred Seventy Five Thousand Dollars ($475,000). (i) As of the close of business on the day immediately preceding the Closing Date or on such other date as mutually agreed upon by Purchaser and Seller, a physical inventory to determine the value of the new, used and demonstrator vehicles, parts, accessories, and work-in-progress and miscellaneous inventory shall be taken jointly by the parties. Each party shall bear the expenses associated with its own personnel in connection with the valuation of the assets. The parties shall jointly employ an independent inventory service to take a parts and accessories inventory immediately prior to the Closing. The cost of such inventory shall be paid one- half by Purchaser and one-half by Seller.