Common use of Additional Appointments Clause in Contracts

Additional Appointments. The Company may not acquire more than two Ford and two Lincoln Mercury Dealerships during the first twelve-month period after execution of this agreement. Thereafter, the Company will not seek or apply for additional Ford or Lincoln Mercury Dealerships unless and until the Company's Dealerships are meeting Ford's performance criteria. Ford will provide each Dealership a monthly report, summarizing its performance for the preceding month and for the calendar year-to-date period. Ford's performance criteria include retail car market share at or above regional average, retail truck market share at or above regional average, satisfactory customer handling/customer satisfaction performance as established by Ford, and capitalization meeting or exceeding established guides. The Company also shall not seek or apply for an additional Dealership if, once owning such Dealership, the Company would own or control, directly or indirectly, that number of authorized Dealerships with total retail sales of new vehicles in the immediately preceding calendar year of more than 2% of the total Ford or Lincoln Mercury retail sales volume sold in the United States. The Company also shall not seek or apply for an additional Dealership if, once owning such Dealership, the Company would own or control more than 2% of the total Ford or Lincoln Mercury retail sales volume sold in any state. At its discretion, Ford will consider increasing the 2% limitations to permit the acquisition of additional Dealerships provided the Company demonstrates that its existing Dealerships are in compliance with Ford's performance criteria and capitalization requirements. In no event, however, will the Company seek or apply for additional Ford or Lincoln Mercury Dealerships if the Company will own or control more than 5% of Ford or Lincoln Mercury's national or state retail sales volumes. The national and state limitations are intended to apply separately to Ford and Lincoln Mercury retail sales volumes. The Company also shall not seek or apply for a Dealership in any market area, as defined from time to time by Ford for its Dealership network that would result in the Company owning or controlling, directly or indirectly, more than one Ford authorized Dealership in those market areas having 3 or less Ford authorized Dealerships in them, or in the Company owning or controlling, directly or indirectly, more than 25% of the Ford authorized Dealerships in market areas, as defined from time to time by Ford for its Dealership network, having 4 or more authorized Ford Dealerships in them, it being understood that this provision is intended to apply separately to Ford and to Lincoln Mercury Dealerships. Should the above limitations be exceeded and, notwithstanding the above limitations, if the Company seeks or applies for Ford's approval to acquire additional Dealerships, Ford's refusal to approve such an acquisition shall be deemed to be a reasonable action by Ford.

Additional Appointments. The Company Should any Dealership fail to maintain for any 12 month period the level of CSI at substantially the same level that was reported for such Dealership as of the date of its acquisition by Sonic Automotive, Sonic Automotive shall not seek or apply for another Ford authorized dealership until such time as such level of CSI is restored to Ford's reasonable satisfaction. Ford will provide each Dealership a report monthly, summarizing its CSI performance for the preceding month and for the calendar year to date. Sonic Automotive may not acquire more than two Ford and two Lincoln Mercury Dealerships during the first dealerships within any single twelve-month period after execution of this agreement. Thereafter, the Company will not seek or apply for additional Ford or Lincoln Mercury Dealerships unless and until the Company's Dealerships are meeting Ford's performance criteria. Ford will provide each Dealership a monthly report, summarizing its performance for the preceding month and for the calendar year-to-date period. Ford's performance criteria include retail car market share at or above regional averageFurther, retail truck market share at or above regional averageunless otherwise agreed by Ford in writing, satisfactory customer handling/customer satisfaction performance as established by Ford, and capitalization meeting or exceeding established guides. The Company also Sonic Automotive shall not seek or apply for an additional Dealership a Ford authorized dealership if, once owning such Dealershipdealership, the Company Sonic Automotive would own or control, directly or indirectly, the lesser of (a) 15 Ford and 15 Lincoln Mercury Dealerships or (b) that number of Ford authorized Dealerships dealerships with total retail sales of new vehicles in the immediately preceding calendar year of more than 2% of the total Ford or and Lincoln Mercury branded vehicles sold at retail sales volume sold in the United States. The Company also shall not seek or apply for an additional Dealership if, once owning such Dealership, the Company would own or control more than 2% of the total Ford or Lincoln Mercury retail sales volume sold in any state. At its discretion, Ford will consider increasing the 2% limitations to permit the acquisition of additional Dealerships provided the Company demonstrates that its existing Dealerships are in compliance with Ford's performance criteria and capitalization requirements. In no event; provided, however, will the Company seek or apply for additional Ford or Lincoln Mercury Dealerships if the Company will own or control more than 5% of Ford or Lincoln Mercury's national or state retail sales volumes. The national and state limitations are intended to apply separately to Ford and Lincoln Mercury retail sales volumes. The Company also that in no event shall not Sonic Automotive seek or apply for a Dealership Ford authorized dealership in any market area, as defined from time to time by Ford for its Dealership network dealership network, that would result in the Company Sonic Automotive owning or controlling, directly or indirectly, more than one Ford authorized Dealership dealership in those market areas having 3 or less Ford authorized Dealerships dealerships in them, or in the Company Sonic Automotive owning or controlling, directly or indirectly, more than 25% of the Ford authorized Dealerships dealerships in market areas, as defined from time to time by Ford for its Dealership dealership network, having 4 or more authorized Ford Dealerships dealerships in them, it being understood that this provision proviso is intended to apply separately to Ford and to Lincoln Mercury Dealershipsdealerships. Should the above limitations be exceeded andreached, notwithstanding Ford will give consideration to extending the above limitations, if other than the Company seeks or applies for Ford's approval limitation relating to acquire additional Dealershipsindividual market areas, should circumstances warrant it. However, Ford's refusal to approve such an acquisition extend any limitation shall be deemed to be a reasonable action by Ford.

Additional Appointments. The Company may not acquire more than two Ford and two Lincoln Mercury Dealerships during During the first twelve-initial 12 month period after the execution of this agreementAgreement, Lithia shall be allowed to acquire up to two (2) additional Lincoln Mercury Division supervised dealerships and up to three (3) Ford Division supervised dealerships. ThereafterThe performance (sales performance, CSI and such performance criteria that Ford may reasonably apply to all its authorized dealers) of the Dealerships shall be monitored for a period of twelve (12) months from the date of the first acquisition of a Ford Division dealership, and if performance at the Dealerships operated by Lithia is deemed to constitute satisfactory performance by Ford, then Lithia shall be allowed to acquire up to one additional Ford Division supervised dealership and one additional Lincoln Mercury supervised dealership. The performance of the Dealerships will subsequently be reviewed for a nine month period (or more, if an additional acquisition is not requested within the nine month period) from the date of any new acquisition, to determine whether satisfactory performance has been achieved and maintained and whether additional acquisitions in the manner outlined above will be approved. Such additional acquisitions shall not exceed one Ford Division supervised dealership and one Lincoln Mercury supervised dealership during any nine month monitoring period, unless such limitation is waived at Ford's sole discretion. In addition, should any Dealership fail to maintain for any 12 month period the level of CSI at substantially the same level that was reported for such Dealership as of the date of its acquisition by Lithia, the Company will shall not seek or apply for additional another Ford or Lincoln Mercury Dealerships unless and authorized dealership until the Company's Dealerships are meeting such time as such level of CSI is restored to Ford's performance criteriareasonable satisfaction. Ford will provide each Dealership a monthly reportreport monthly, summarizing its CSI performance for the preceding month and for the calendar year-to-date periodyear to date. Ford's performance criteria include retail car market share at or above regional averageUnless otherwise agreed by Ford in writing, retail truck market share at or above regional average, satisfactory customer handling/customer satisfaction performance as established by Ford, and capitalization meeting or exceeding established guides. The Company also Lithia shall not seek or apply for an additional Dealership a Ford authorized dealership if, once owning such Dealershipdealership, the Company Lithia would own or control, directly or indirectly, the greater of (a) 15 Ford and 15 Lincoln Mercury Dealerships or (b) that number of Ford authorized Dealerships dealerships with total retail sales of new vehicles in the immediately preceding calendar year of more than 25% of the total Ford or and Lincoln Mercury branded vehicles sold at retail sales volume sold in the United States. The Company also shall not seek or apply for an additional Dealership if, once owning such Dealership, the Company would own or control more than 2% of the total Ford or Lincoln Mercury retail sales volume sold in any state. At its discretion, Ford will consider increasing the 2% limitations to permit the acquisition of additional Dealerships provided the Company demonstrates that its existing Dealerships are in compliance with Ford's performance criteria and capitalization requirements. In no event; provided, however, will the Company seek or apply for additional Ford or Lincoln Mercury Dealerships if the Company will own or control more than 5% of Ford or Lincoln Mercury's national or state retail sales volumes. The national and state limitations are intended to apply separately to Ford and Lincoln Mercury retail sales volumes. The Company also that in no event shall not Lithia seek or apply for a Dealership Ford authorized dealership in any market area, as defined from time to time by Ford for its Dealership network dealership network, that would result in the Company Lithia owning or controlling, directly or indirectly, more than one Ford authorized Dealership dealership in those market areas having 3 2 or less Ford authorized Dealerships dealerships in them, or in the Company Lithia owning or controlling, directly or indirectly, more than 2533% of the Ford authorized Dealerships dealerships in market areas, as defined from time to time by Ford for its Dealership dealership network, having 4 or more than 3 authorized Ford Dealerships dealerships in them, it being understood that this provision provison is intended to apply separately to Ford and to Lincoln Mercury Dealershipsdealerships. Should the above limitations be exceeded and, notwithstanding the above limitations, if the Company seeks or applies for Lithia seek Ford's approval to acquire an additional Dealershipsauthorized dealership, Ford's refusal to approve such an acquisition shall be deemed to be a reasonable action by Ford.

Additional Appointments. The Company may not acquire more than two Ford and two Lincoln Mercury Dealerships during the first twelve-Should any Dealership fail to maintain for any 12 month period after execution the level of this agreement. ThereafterCSI at substantially the same level that was reported for such Dealership as of the date of its acquisition by the Company, the Company will shall not seek or apply for additional another Ford or Lincoln Mercury Dealerships unless and authorized dealership until the Company's Dealerships are meeting such time as such level of CSI is restored to Ford's performance criteriareasonable satisfaction. Ford will provide each Dealership a monthly reportreport monthly, summarizing its CSI performance for the preceding month and for the calendar year-to-date periodyear to date. Ford's performance criteria include retail car market share at or above regional averageUnless otherwise agreed by Ford in writing, retail truck market share at or above regional average, satisfactory customer handling/customer satisfaction performance as established by Ford, and capitalization meeting or exceeding established guides. The the Company also shall not seek or apply for an additional Dealership a Ford authorized dealership if, once owning such Dealershipdealership, the Company would own or control, directly or indirectly, the greater of (a) 15 Ford and 15 Lincoln Mercury Dealerships or (b) that number of Ford authorized Dealerships dealerships with total retail sales of new vehicles in the immediately preceding calendar year of more than 25% of the total Ford or and Lincoln Mercury branded vehicles sold at retail sales volume sold in the United States. The Company also shall not seek or apply for an additional Dealership if, once owning such Dealership, the Company would own or control more than 2% of the total Ford or Lincoln Mercury retail sales volume sold in any state. At its discretion, Ford will consider increasing the 2% limitations to permit the acquisition of additional Dealerships provided the Company demonstrates that its existing Dealerships are in compliance with Ford's performance criteria and capitalization requirements. In no event; provided, however, will that in no event shall the Company seek or apply for additional a Ford or Lincoln Mercury Dealerships if the Company will own or control more than 5% of Ford or Lincoln Mercury's national or state retail sales volumes. The national and state limitations are intended to apply separately to Ford and Lincoln Mercury retail sales volumes. The Company also shall not seek or apply for a Dealership authorized dealership in any market area, as defined from time to time by Ford for its Dealership network dealership network, that would result in the Company owning or 4 4 controlling, directly or indirectly, more than one Ford authorized Dealership dealership in those market areas having 3 2 or less Ford authorized Dealerships dealerships in them, or in the Company owning or controlling, directly or indirectly, more than 2533% of the Ford authorized Dealerships dealerships in market areas, as defined from time to time by Ford for its Dealership dealership network, having 4 or more than 3 authorized Ford Dealerships dealerships in them, it being understood that this provision proviso is intended to apply separately to Ford and to Lincoln Mercury Dealershipsdealerships. Should the above limitations be exceeded and, notwithstanding the above limitations, if the Company seeks or applies for seek Ford's approval to acquire an additional Dealershipsauthorized dealership, Ford's refusal to approve such an acquisition shall be deemed to be a reasonable action by Ford.