Common use of Vehicle Orders/Customer Deposits Clause in Contracts

Vehicle Orders/Customer Deposits. See list in Closing Memorandum, if any. Reference is hereby made to that certain Dealership Asset Contribution Agreement effective [●], 2021 (as it may be amended and assigned, the “Agreement”; undefined capitalized terms used herein are used as defined therein), by and among Sebring N, LLC, a Florida limited liability company (“NewCo”), Xxxx Xxx Nissan, Inc., a Florida corporation (“Contributor”), Xxxx X. Xxxxxxxxx (“Principal”), et. al. Contributor hereby grants NewCo the authority to operate under Contributor’s motor vehicle sales and finance licenses and requisite filings pending issuance NewCo’s licenses by the Florida Department of Motor Vehicles and other regulatory authorities of the State of Florida (collectively, the “Licenses”), and authorizes NewCo to enter retail installment contracts under Contributor’s name and to sell and assign such retail installment contracts to banks, finance companies and other creditors in the ordinary course of business. Contributor and NewCo each accepts joint and several responsibility to such regulatory agencies any consumer of the licensed business for any acts of NewCo in connection with the operation of the licensed business during the term of this agreement. Contributor shall maintain, but not use, the Licenses during the term of this agreement, and shall immediately surrender or inactivate its license once the applicable regulatory authority approves NewCo’s application. In connection with the consummation of the transactions contemplated by the Agreement, NewCo may use Contributor’s Licenses under the laws of the State of Florida to operate the Dealership for a period of not more than 90 days after the Closing. NewCo represents and warrants that it shall promptly apply for, and shall use commercially reasonable efforts to obtain, its own Licenses with the State of Florida as promptly as practicable following the date hereof. NewCo shall indemnify and hold Contributor and Principal harmless from and against any cost or liability, including reasonable attorneys’ fees, incurred by Contributor or Principal, or any of their respective affiliates, proximately caused by NewCo’s use of the Licenses. This agreement will be in force only until NewCo is issued its own license to replace each License. During such time, only NewCo may operate under the Licenses. Nothing contained in this agreement is intended to effectuate a transfer or assignment from Contributor to NewCo of any License held by Contributor or to grant rights to NewCo that are prohibited by applicable Florida law. This agreement may be executed in counterparts and delivered by facsimile or e-mail. Entered into as of [●], 2021. Xxxx Xxx Nissan, Inc., a Florida Sebring N, LLC, a Florida limited liability corporation, as Contributor company, as NewCo By: By: Xxxx X. Xxxxxxxxx, President Name: Title: This NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into as of [●], 2021, by and between Xxxx X. Xxxxxxxxx, a Florida resident (“Contributor”), and Sebring N, LLC, a Florida limited liability company (“NewCo”).

Vehicle Orders/Customer Deposits. See list in Closing Memorandum, if any. Reference is hereby made to that certain Dealership Asset Contribution Agreement effective [●], 2021 (as it may be amended and assigned, the “Agreement”; undefined capitalized terms used herein are used as defined therein), by and among Sebring NPinellas Park Luxury Imports, LLC, a Florida limited liability company (“NewCo”), Xxxx Xxx NissanTampa Bay Luxury Imports, Inc.LLC, a Florida corporation limited liability company (“Contributor”), Xxxx X. Xxxxxxxxx (“Principal”), et. al. Contributor hereby grants NewCo the authority to operate under Contributor’s motor vehicle sales and finance licenses and requisite filings pending issuance NewCo’s licenses by the Florida Department of Motor Vehicles and other regulatory authorities of the State of Florida (collectively, the “Licenses”), and authorizes NewCo to enter retail installment contracts under Contributor’s name and to sell and assign such retail installment contracts to banks, finance companies and other creditors in the ordinary course of business. Contributor and NewCo each accepts joint and several responsibility to such regulatory agencies any consumer of the licensed business for any acts of NewCo in connection with the operation of the licensed business during the term of this agreement. Contributor shall maintain, but not use, the Licenses during the term of this agreement, and shall immediately surrender or inactivate its license once the applicable regulatory authority approves NewCo’s application. In connection with the consummation of the transactions contemplated by the Agreement, NewCo may use Contributor’s Licenses under the laws of the State of Florida to operate the Dealership for a period of not more than 90 days after the Closing. NewCo represents and warrants that it shall promptly apply for, and shall use commercially reasonable efforts to obtain, its own Licenses with the State of Florida as promptly as practicable following the date hereof. NewCo shall indemnify and hold Contributor and Principal harmless from and against any cost or liability, including reasonable attorneys’ fees, incurred by Contributor or Principal, or any of their respective affiliates, proximately caused by NewCo’s use of the Licenses. This agreement will be in force only until NewCo is issued its own license to replace each License. During such time, only NewCo may operate under the Licenses. Nothing contained in this agreement is intended to effectuate a transfer or assignment from Contributor to NewCo of any License held by Contributor or to grant rights to NewCo that are prohibited by applicable Florida law. This agreement may be executed in counterparts and delivered by facsimile or e-mail. Entered into as of [●], 2021. Xxxx Xxx NissanTampa Bay Luxury Imports, Inc.LLC, a Florida Sebring NPinellas Park Luxury Imports, LLC, a Florida limited liability corporationcompany, as Contributor Florida limited liability company, as NewCo Contributor By: By: Xxxx X. Xxxxxxxxx, President Name: Name & Title: This NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into as of [●], 2021, by and between Xxxx X. Xxxxxxxxx, a Florida resident (“Contributor”), and Sebring NPinellas Park Luxury Imports, LLC, a Florida limited liability company (“NewCo”).

Vehicle Orders/Customer Deposits. See list in Closing Memorandum, if any. Reference is hereby made to that certain Dealership Asset Contribution Agreement effective [●], 2021 (as it may be amended and assigned, the “Agreement”; undefined capitalized terms used herein are used as defined therein), by and among Sebring N, LLC, a Florida limited liability company [●] (“NewCo”), Xxxx Xxx Nissan, Inc., a Florida corporation [●] (“Contributor”), Xxxx X. Xxxxxxxxx (“Principal”), et. al. Contributor hereby grants NewCo the authority to operate under Contributor’s motor vehicle sales and finance licenses and requisite filings pending issuance NewCo’s licenses by the Florida Department of Motor Vehicles and other regulatory authorities of the State of Florida (collectively, the “Licenses”), and authorizes NewCo to enter retail installment contracts under Contributor’s name and to sell and assign such retail installment contracts to banks, finance companies and other creditors in the ordinary course of business. Contributor and NewCo each accepts joint and several responsibility to such regulatory agencies any consumer of the licensed business for any acts of NewCo in connection with the operation of the licensed business during the term of this agreement. Contributor shall maintain, but not use, the Licenses during the term of this agreement, and shall immediately surrender or inactivate its license once the applicable regulatory authority approves NewCo’s application. In connection with the consummation of the transactions contemplated by the Agreement, NewCo may use Contributor’s Licenses under the laws of the State of Florida to operate the Dealership for a period of not more than 90 days after the Closing. NewCo represents and warrants that it shall promptly apply for, and shall use commercially reasonable efforts to obtain, its own Licenses with the State of Florida as promptly as practicable following the date hereof. NewCo shall indemnify and hold Contributor and Principal harmless from and against any cost or liability, including reasonable attorneys’ fees, incurred by Contributor or Principal, or any of their respective affiliates, proximately caused by NewCo’s use of the Licenses. This agreement will be in force only until NewCo is issued its own license to replace each License. During such time, only NewCo may operate under the Licenses. Nothing contained in this agreement is intended to effectuate a transfer or assignment from Contributor to NewCo of any License held by Contributor or to grant rights to NewCo that are prohibited by applicable Florida law. This agreement may be executed in counterparts and delivered by facsimile or e-mail. Entered into as of [●], 2021. Xxxx Xxx Nissan, Inc., a Florida Sebring N, LLC, a Florida limited liability corporation[●], as Contributor company[●], a [●], as NewCo By: By: Xxxx X. Xxxxxxxxx, President Name: Name & Title: This NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into as of [●], 2021, by and between among [OTHER OWNERS], Xxxxxxx Xxxxxx, and Xxxx X. Xxxxxxxxx, a Florida resident residents (collectively, “ContributorContributors”), and Sebring N, LLC, a Florida limited liability company [●] and [●] (“NewCoNewCos”).

Vehicle Orders/Customer Deposits. See list in Closing Memorandum, if any. Reference is hereby made to that certain Dealership Asset Contribution Agreement effective [●], 2021 (as it may be amended and assigned, the “Agreement”; undefined capitalized terms used herein are used as defined therein), by and among Sebring N, LLC, a Florida limited liability company [●] (“NewCo”), Xxxx Xxx Nissan, Inc., a Florida corporation [●] (“Contributor”), Xxxx X. Xxxxxxxxx (“Principal”), et. al. Contributor hereby grants NewCo the authority to operate under Contributor’s motor vehicle sales and finance licenses and requisite filings pending issuance NewCo’s licenses by the Florida Department of Motor Vehicles and other regulatory authorities of the State of Florida (collectively, the “Licenses”), and authorizes NewCo to enter retail installment contracts under Contributor’s name and to sell and assign such retail installment contracts to banks, finance companies and other creditors in the ordinary course of business. Contributor and NewCo each accepts joint and several responsibility to such regulatory agencies any consumer of the licensed business for any acts of NewCo in connection with the operation of the licensed business during the term of this agreement. Contributor shall maintain, but not use, the Licenses during the term of this agreement, and shall immediately surrender or inactivate its license once the applicable regulatory authority approves NewCo’s application. In connection with the consummation of the transactions contemplated by the Agreement, NewCo may use Contributor’s Licenses under the laws of the State of Florida to operate the Dealership for a period of not more than 90 days after the Closing. NewCo represents and warrants that it shall promptly apply for, and shall use commercially reasonable efforts to obtain, its own Licenses with the State of Florida as promptly as practicable following the date hereof. NewCo shall indemnify and hold Contributor and Principal harmless from and against any cost or liability, including reasonable attorneys’ fees, incurred by Contributor or Principal, or any of their respective affiliates, proximately caused by NewCo’s use of the Licenses. This agreement will be in force only until NewCo is issued its own license to replace each License. During such time, only NewCo may operate under the Licenses. Nothing contained in this agreement is intended to effectuate a transfer or assignment from Contributor to NewCo of any License held by Contributor or to grant rights to NewCo that are prohibited by applicable Florida law. This agreement may be executed in counterparts and delivered by facsimile or e-mail. Entered into as of [●], 2021. Xxxx Xxx Nissan, Inc., a Florida Sebring N, LLC, a Florida limited liability corporation[●], as Contributor company[●], a [●], as NewCo By: By: Xxxx X. Xxxxxxxxx, President Name: Name & Title: This NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into as of [●], 2021, by and between among [OTHER OWNERS], Xxxxxxx Xxxxxx and Xxxx X. Xxxxxxxxx, a Florida resident residents (collectively, “ContributorContributors”), and Sebring N, LLC, a Florida limited liability company [●] and [●] (“NewCoNewCos”).

Vehicle Orders/Customer Deposits. See list in Closing Memorandum, if any. Reference is hereby made to that certain Dealership Asset Contribution Agreement effective [●], 2021 (as it may be amended and assigned, the “Agreement”; undefined capitalized terms used herein are used as defined therein), by and among Sebring NK, LLC, a Florida limited liability company (“NewCo”), Xxxx Xxx NissanChrysler Jeep, Inc., a Florida corporation (“Contributor”), Xxxx X. Xxxxxxxxx (“Principal”), et. al. Contributor hereby grants NewCo the authority to operate under Contributor’s motor vehicle sales and finance licenses and requisite filings pending issuance NewCo’s licenses by the Florida Department of Motor Vehicles and other regulatory authorities of the State of Florida (collectively, the “Licenses”), and authorizes NewCo to enter retail installment contracts under Contributor’s name and to sell and assign such retail installment contracts to banks, finance companies and other creditors in the ordinary course of business. Contributor and NewCo each accepts joint and several responsibility to such regulatory agencies any consumer of the licensed business for any acts of NewCo in connection with the operation of the licensed business during the term of this agreement. Contributor shall maintain, but not use, the Licenses during the term of this agreement, and shall immediately surrender or inactivate its license once the applicable regulatory authority approves NewCo’s application. In connection with the consummation of the transactions contemplated by the Agreement, NewCo may use Contributor’s Licenses under the laws of the State of Florida to operate the Dealership for a period of not more than 90 days after the Closing. NewCo represents and warrants that it shall promptly apply for, and shall use commercially reasonable efforts to obtain, its own Licenses with the State of Florida as promptly as practicable following the date hereof. NewCo shall indemnify and hold Contributor and Principal harmless from and against any cost or liability, including reasonable attorneys’ fees, incurred by Contributor or Principal, or any of their respective affiliates, proximately caused by NewCo’s use of the Licenses. This agreement will be in force only until NewCo is issued its own license to replace each License. During such time, only NewCo may operate under the Licenses. Nothing contained in this agreement is intended to effectuate a transfer or assignment from Contributor to NewCo of any License held by Contributor or to grant rights to NewCo that are prohibited by applicable Florida law. This agreement may be executed in counterparts and delivered by facsimile or e-mail. Entered into as of [●], 2021. Xxxx Xxx NissanChrysler Jeep, Inc., a Florida corporation, as Contributor Sebring NK, LLC, a Florida limited liability corporation, as Contributor company, as NewCo By: By: Xxxx X. Xxxxxxxxx, President Name: Name & Title: This NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into as of [●], 2021, by and between Xxxx X. Xxxxxxxxx, a Florida resident (“Contributor”), and Sebring NK, LLC, a Florida limited liability company (“NewCo”).