Common use of Demonstrators Clause in Contracts

Demonstrators. At the Closing, Buyer shall purchase all of each Seller's untitled 1999 and 1998 motor vehicles in such Seller's stock and unsold by such Seller as of the Closing Date which are used in the ordinary course of business for the purpose of demonstration and that are listed on Schedule 3.2, which schedule Sellers shall deliver to Buyer no more than three (3) days prior to the Closing (all such vehicles are collectively referred to herein as the "DEMONSTRATORS"of such Seller, or of the Sellers collectively if the context so admits or provides). For purposes of this Agreement, any motor vehicle with more than 6,000 miles on its odometer shall be deemed to be "used" rather than a "Demonstrator." The purchase price to be paid by Buyer for each Demonstrator shall be the price at which the Demonstrator was invoiced to the Seller by the applicable Manufacturer, as adjusted pursuant to this Article III, and as reduced by an amount equal to ten cents ($.10) multiplied by the total mileage on such odometer (the sum of all such amounts to be paid for Demonstrators hereunder is herein referred to as the "DEMONSTRATOR PURCHASE PRICE"). Schedule 3.2 shall set forth each Demonstrator's model, invoice cost, odometer reading and all other information necessary to calculate the Demonstrator Purchase Price with respect to such Demonstrator.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sonic Automotive Inc)

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Demonstrators. At the Closing, Buyer shall purchase all of each Seller's untitled 1999 and 1998 motor vehicles in such Seller's stock and unsold by such Seller as of the Closing Date which are used in the ordinary course of business for the purpose of demonstration and that are listed on Schedule 3.2, which schedule Sellers Seller shall deliver to Buyer no more than three (3) days prior to the Closing (all such vehicles are collectively referred to herein as the "DEMONSTRATORS"of such Seller, or of the Sellers collectively if the context so admits or providesDEMONSTRATORS"). For purposes of this Agreement, any motor vehicle with more than 6,000 miles on its odometer shall be deemed to be "used" rather than a "Demonstrator." The purchase price to be paid by Buyer for each Demonstrator shall be the price at which the Demonstrator was invoiced to the Seller by the applicable Manufacturer, as adjusted pursuant to this Article III, and as reduced by an amount equal to ten cents ($.10) multiplied by the amount equal to (i) the total mileage on such odometer odometer, less (ii) 200 miles (the sum of all such amounts to be paid for Demonstrators hereunder is herein referred to as the "DEMONSTRATOR PURCHASE PRICE"). Schedule 3.2 shall set forth each Demonstrator's model, invoice cost, odometer reading and all other information necessary to calculate the Demonstrator Purchase Price with respect to such Demonstrator.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sonic Automotive Inc)

Demonstrators. At the Closing, the Buyer shall purchase all of each the Seller's untitled 1999 and 1998 new motor vehicles (meaning current model year vehicles as of the Closing Date, but in such any event including all 1999 model year vehicles) in the Seller's stock and unsold by such the Seller as of the Closing Date which are used in the ordinary course of business for the purpose of demonstration demonstration, and that are listed on Schedule 3.2, which schedule Sellers the Seller shall deliver to the Buyer no more than three (3) days prior to the Closing (all such vehicles are collectively referred to herein as the "DEMONSTRATORS"of such Seller, or of the Sellers collectively if the context so admits or providesDEMONSTRATORS"). For purposes of this Agreement, any such vehicle with more than 500 miles, but fewer than 6,000 miles, on its odometer shall be deemed a "Demonstrator." Any motor vehicle with more than 6,000 miles on its odometer and any 1998 or prior model year (as of the Closing Date) new motor vehicle shall be deemed to be "used" rather than a "Demonstrator." or "New Vehicle". The purchase price to be paid by the Buyer for each Demonstrator shall be the price at which the Demonstrator was invoiced to the Seller by the applicable respective Manufacturer, as adjusted pursuant to this Article III, and as reduced by an amount equal to ten cents ($.10) multiplied by the total mileage on such the odometer (the sum of all such amounts to be paid for Demonstrators hereunder is herein referred to as the "DEMONSTRATOR PURCHASE PRICE"). Schedule 3.2 shall set forth each Demonstrator's model, invoice cost, odometer reading and all other information necessary to calculate the Demonstrator Purchase Price with respect to such Demonstrator.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sonic Automotive Inc)

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Demonstrators. At the Closing, Buyer shall purchase all of each Seller's untitled 1999 and 1998 motor vehicles BMW automobiles and motorcycles in such Seller's stock and unsold by such Seller as of the Closing Date which are used in the ordinary course of business for the purpose of demonstration and that are listed on Schedule 3.2, which schedule Sellers Seller shall deliver to Buyer no more than three (3) days prior to the Closing (all such vehicles BMW automobiles and motorcycles are collectively referred to herein as the "DEMONSTRATORS"of such Seller, or of the Sellers collectively if the context so admits or providesDEMONSTRATORS"). For purposes of this Agreement, any motor vehicle with more than 6,000 miles on its odometer shall be deemed to be "used" rather than a "Demonstrator." The purchase price to be paid by Buyer for each Demonstrator shall be the price at which the Demonstrator was invoiced to the Seller by the applicable Manufacturer, as adjusted pursuant to this Article III, and as reduced by an amount equal to ten cents ($.10) multiplied by the total mileage on such odometer in excess of 1,000 miles (the sum of all such amounts to be paid for Demonstrators hereunder is herein referred to as the "DEMONSTRATOR PURCHASE PRICE"). Schedule 3.2 shall set forth each Demonstrator's model, invoice cost, odometer reading and all other information necessary to calculate the Demonstrator Purchase Price with respect to such Demonstrator.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sonic Automotive Inc)

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