Common use of Limitations on Certain Members’ Authority to Enhance Competition Clause in Contracts

Limitations on Certain Members’ Authority to Enhance Competition. The Members acknowledge their mutual belief that the formation of the Company will enhance the Company’s ability, operating through its Subsidiaries, to create consumer value from a competitive standpoint by, among other things, increasing the Company’s visibility to the public markets and access to increased capital investment through the parent company of the LMP Member and by allowing the Company and its Affiliates to aggregate costs and improve operational efficiencies. The Members also acknowledge the Managers’ fiduciary obligations as set forth herein as well as the parties obligations to act in accordance with applicable laws, rules and regulations, including without limitation applicable antitrust and competition laws, particularly with respect to the governance of the operations of the Company, the Subsidiaries and Affiliates of the Company, on the one hand, and the AAG Competitive Dealerships (as defined below), on the other hand. Accordingly, subject to his rights and responsibilities as Dealer of Record under any applicable agreements with the Manufacturer, Xxxx Xxxxxxxx represents that he will use commercially reasonable efforts to delegate to subordinate personnel at the dealerships (which personnel of one dealership shall not have the authority to act the authority in concert with personnel of another dealership) to make competitively sensitive decisions, including without limitation (i) decisions with respect to the pricing of goods or services, (ii) decisions with respect to financing offers (consistent with the requirements of applicable third party lenders), (iii) inventory decisions, and (iv) promotional decisions.