Common use of Dealer of Record Clause in Contracts

Dealer of Record. In accordance with Manufacturer Rules, and subject to the prior approval of the Board, AAG Member shall designate an individual, who shall be an equity owner of AAG Member or its Affiliate, to (i) represent the Company with respect to all interactions with Manufacturers and (ii) control the daily operations of the Dealership in accordance with, and to the extent required by, the DA (the “Dealer of Record”). The Members and Board acknowledge and consent to the designation of Xxxx Xxxxxxxx as the initial Dealer of Record. The Dealer of Record shall comply with all related Manufacturers requirements, including relevant automotive industry background and material individual direct or indirect investment in the Company. The Dealer of Record shall have the authority to (i) act on behalf of the Company with respect to the Company’s dealings with Manufacturers and (ii) to appoint and terminate the General Managers of the Dealerships. LMP Member shall have the right to terminate the Dealer of Record only for Good Cause. The Dealer of Record may only be replaced as result of Good Cause, his death, or his voluntary resignation. The purported removal of Xxxx Xxxxxxxx as the initial Dealer of Record hereunder for Good Cause prior to the fifth anniversary of the Closing Date, if disputed in writing by the AAG Member, shall be suspended and enjoined unless the Company or the LMP Member obtain a judicial determination of a likelihood of success on the merits in an injunction or preliminary relief motion in a court of competent jurisdiction until a final judicial determination regarding the validity of Xxxx Xxxxxxxx’x removal as Dealer of Record is rendered in connection with such litigation. Notwithstanding the foregoing, the rights of the respective parties as set forth in Section 7.5 (b) hereof shall remain in full force and effect. In the event the AAG Member disputes the removal of Xxxx Xxxxxxxx as the Dealer of Record and it is later determined that Good Cause then existed to remove Xxxx Xxxxxxxx as the Dealer of Record, the AAG member will indemnify, defend and hold harmless the Company and its Affiliates from and against any and all Liabilities resulting from such dispute and any resulting delay in Xxxx Xxxxxxxx’x removal as Dealer of Record. AAG HOLDING CO3, LLC Limited Liability Company Operating Agreement

Dealer of Record. In accordance with Manufacturer Rules, and subject to the prior approval of the Board, AAG Member shall designate an individual, who shall be an equity owner of AAG Member or its Affiliate, to (i) represent the Company with respect to all interactions with Manufacturers and (ii) control the daily operations of the Dealership in accordance with, and to the extent required by, the DA (the “Dealer of Record”). The Members and Board acknowledge and consent to the designation of Xxxx Xxxxxxxx as the initial Dealer of Record. The Dealer of Record shall comply with all related Manufacturers requirements, including relevant automotive industry background and material individual direct or indirect investment in the Company. The Dealer of Record shall have the authority to (i) act on behalf of the Company with respect to the Company’s dealings with Manufacturers and (ii) to appoint and terminate the General Managers of the Dealerships. LMP Member shall have the right to terminate the Dealer of Record only for Good Cause. The Dealer of Record may only be replaced as result of Good Cause, his death, or his voluntary resignation. The purported removal of Xxxx Xxxxxxxx as the initial Dealer of Record hereunder for Good Cause prior to the fifth anniversary of the Closing Date, if disputed in writing by the AAG Member, shall be suspended and enjoined unless the Company or the LMP Member obtain a judicial determination of a likelihood of success on the merits in an injunction or preliminary relief motion in a court of competent jurisdiction until a final judicial determination regarding the validity of Xxxx Xxxxxxxx’x removal as Dealer of Record is rendered in connection with such litigation. Notwithstanding the foregoing, the rights of the respective parties as set forth in Section 7.5 (b) hereof shall remain in full force and effect. In the event the AAG Member disputes the removal of Xxxx Xxxxxxxx as the Dealer of Record and it is later determined that Good Cause then existed to remove Xxxx Xxxxxxxx as the Dealer of Record, the AAG member will indemnify, defend and hold harmless the Company and its Affiliates from and against any and all Liabilities resulting from such dispute and any resulting delay in Xxxx Xxxxxxxx’x removal as Dealer of Record. AAG HOLDING CO3CO4, LLC Limited Liability Company Operating Agreement

Dealer of Record. In accordance with Manufacturer Rules, and subject to the prior approval of the Board, AAG Member shall designate an individual, who shall be an equity owner of AAG Member or its Affiliate, to (i) represent the Company with respect to all interactions with Manufacturers and (ii) control the daily operations of the Dealership in accordance with, and to the extent required by, the DA (the “Dealer of Record”). The Members and Board acknowledge and consent to the designation of Xxxx Xxxxxxxx as the initial Dealer of Record. The Dealer of Record shall comply with all related Manufacturers requirements, including relevant automotive industry background and material individual direct or indirect investment in the Company. The Dealer of Record shall have the authority to (i) act on behalf of the Company with respect to the Company’s dealings with Manufacturers and (ii) to appoint and terminate the General Managers of the Dealerships. LMP Member shall have the right to terminate the Dealer of Record only for Good Cause. The Dealer of Record may only be replaced as result of Good Cause, his death, or his voluntary resignation. The purported removal of Xxxx Xxxxxxxx as the initial Dealer of Record hereunder for Good Cause prior to the fifth anniversary of the Closing Date, if disputed in writing by the AAG Member, shall be suspended and enjoined unless the Company or the LMP Member obtain a judicial determination of a likelihood of success on the merits in an injunction or preliminary relief motion in a court of competent jurisdiction until a final judicial determination regarding the validity of Xxxx Xxxxxxxx’x removal as Dealer of Record is rendered in connection with such litigation. Notwithstanding the foregoing, the rights of the respective parties as set forth in Section 7.5 (b) hereof shall remain in full force and effect. In the event the AAG Member disputes the removal of Xxxx Xxxxxxxx as the Dealer of Record and it is later determined that Good Cause then existed to remove Xxxx Xxxxxxxx as the Dealer of Record, the AAG member will indemnify, defend and hold harmless the Company and its Affiliates from and against any and all Liabilities resulting from such dispute and any resulting delay in Xxxx Xxxxxxxx’x removal as Dealer of Record. AAG HOLDING CO3CO1, LLC Limited Liability Company Operating Agreement

Dealer of Record. In accordance with Manufacturer Rules, and subject to the prior approval of the Board, AAG Member shall designate an individual, who shall be an equity owner of AAG Member or its Affiliate, to (i) represent the Company with respect to all interactions with Manufacturers and (ii) control the daily operations of the Dealership in accordance with, and to the extent required by, the DA (the “Dealer of Record”). The Members and Board acknowledge and consent to the designation of Xxxx Xxxxxxxx as the initial Dealer of Record. The Dealer of Record shall comply with all related Manufacturers requirements, including relevant automotive industry background and material individual direct or indirect investment in the Company. The Dealer of Record shall have the authority to (i) act on behalf of the Company with respect to the Company’s dealings with Manufacturers and (ii) to appoint and terminate the General Managers of the Dealerships. LMP Member shall have the right to terminate the Dealer of Record only for Good Cause. The Dealer of Record may only be replaced as result of Good Cause, his death, or his voluntary resignation. The purported removal of Xxxx Xxxxxxxx as the initial Dealer of Record hereunder for Good Cause prior to the fifth anniversary of the Closing Date, if disputed in writing by the AAG Member, shall be suspended and enjoined unless the Company or the LMP Member obtain a judicial determination of a likelihood of success on the merits in an injunction or preliminary relief motion in a court of competent jurisdiction until a final judicial determination regarding the validity of Xxxx Xxxxxxxx’x removal as Dealer of Record is rendered in connection with such litigation. Notwithstanding the foregoing, the rights of the respective parties as set forth in Section 7.5 (b) hereof shall remain in full force and effect. In the event the AAG Member disputes the removal of Xxxx Xxxxxxxx as the Dealer of Record and it is later determined that Good Cause then existed to remove Xxxx Xxxxxxxx as the Dealer of Record, the AAG member will indemnify, defend and hold harmless the Company and its Affiliates from and against any and all Liabilities resulting from such dispute and any resulting delay in Xxxx Xxxxxxxx’x removal as Dealer of Record. AAG HOLDING CO3CO2, LLC Limited Liability Company Operating Agreement