Common use of Miscellaneous Assets & Goodwill Clause in Contracts

Miscellaneous Assets & Goodwill. NewCo shall accept from Contributor, and Contributor shall contribute to NewCo, Contributor’s telephone and data numbers, website addresses and domain names (owned or registered by or on Contributor’s behalf, Principal or the Dealership, including all websites used by a Contributor on the Effective Date), e-mail addresses, classified telephone and internet advertising, prospect data, customer sales, lease, finance and service records (both hard copy and electronic format (including deal jackets), for no additional cost to NewCo), Contributor’s xxxxxxx’x compensation and unemployment rating in the State of Florida, all lawfully transferable licenses and permits of the Dealership or Contributor, Dealership Intellectual Property (defined below), leasehold improvements and fixtures, unused internal and customer repair order forms, customer lists and marketing materials and catalogues, forms, shop reference manuals, parts reference catalogs, all books and records necessary for the continued operation of the Dealership (including training and promotional materials, employee records of employees hired by NewCo, P.O. boxes, third party warranties in Contributor’s favor and all licenses and rights to use all software (other than DMS systems not assumed by NewCo) on or used in connection with any personal computer or other computing device used in connection with the Dealership, etc.), parts sales tickets, unused purchase order forms and all other forms and Contributor’s goodwill and going concern value relating to the Dealership. “Dealership Intellectual Property” means all (i) patents, patent applications, patent disclosures and improvements, (ii) trademarks, trade names (excluding “Xxxx Xxx”, but see the license in the next section), service marks, trade dress, and logos, (iii) copyrights and registrations and applications for registration thereof, (iv) computer software, data and documentation, (v) trade secrets; and (vi) social media, directory assistance, reputation management and e-commerce sites and accounts (including E-Bay, Facebook, Instagram, Twitter, yelp!, Dealer Rater, Edmunds and Google programs).

Miscellaneous Assets & Goodwill. NewCo NewCos shall accept from their corresponding Contributor, and Contributor Contributors shall contribute to their corresponding NewCo, Contributor’s Contributors’ telephone and data numbers, website addresses and domain names (owned or registered by or on Contributor’s Contributors’ behalf, Principal or the Dealership, including all websites used by a Contributor on the Effective Date), e-mail addresses, classified telephone and internet advertising, prospect data, customer sales, lease, finance and service records (both hard copy and electronic format (including deal jackets), for no additional cost to NewCoNewCos), Contributor’s Contributors’ xxxxxxx’x compensation and unemployment rating in the State of Florida, all lawfully transferable licenses and permits of the Dealership Dealerships or ContributorContributors, Dealership Intellectual Property (defined below), leasehold improvements and fixtures, unused internal and customer repair order forms, customer lists and marketing materials and catalogues, forms, shop reference manuals, parts reference catalogs, all books and records necessary for the continued operation of the Dealership Dealerships (including training and promotional materials, employee records of employees hired by NewCoNewCos, P.O. boxes, third party warranties in Contributor’s Contributors’ favor and all licenses and rights to use all software (other than DMS systems not assumed by NewCoNewCos) on or used in connection with any personal computer or other computing device used in connection with the Dealership, etc.), parts sales tickets, unused purchase order forms and all other forms and Contributor’s Contributors’ goodwill and going concern value relating to the Dealership. “Dealership Intellectual Property” means all (i) patents, patent applications, patent disclosures and improvements, (ii) trademarks, trade names (excluding “Xxxx Xxx”, but see the license in the next section), service marks, trade dress, and logos, (iii) copyrights and registrations and applications for registration thereof, (iv) computer software, data and documentation, (v) trade secrets; and (vi) social media, directory assistance, reputation management and e-commerce sites and accounts (including E-Bay, Facebook, Instagram, Twitter, yelp!, Dealer Rater, Edmunds and Google programs).

Miscellaneous Assets & Goodwill. NewCo Buyer shall accept purchase from ContributorSeller, and Contributor Seller shall contribute sell to NewCoBuyer, ContributorSeller’s telephone and data numbers, website addresses and domain names (owned or registered by or on Contributor’s behalf, Principal or behalf of the Dealership, including all websites used by a Contributor on the Effective Datebut not limited to ____.com), e-mail addresses, classified telephone and internet advertising, prospect data, customer sales, lease, finance and service records (both hard copy and electronic format (including deal jackets), for no additional cost to NewCoBuyer), ContributorSeller’s xxxxxxx’x compensation and unemployment rating in the State of FloridaNew York, all lawfully transferable licenses and permits of the Dealership or ContributorSeller, Dealership Intellectual Property (defined below), leasehold improvements and fixtures, unused internal and customer repair order forms, customer lists and marketing materials and catalogues, retail buyer’s order forms, office and shop supplies, shop reference manuals, parts reference catalogs, all books and records necessary for the continued operation of the Dealership (including training and promotional materials, employee records of employees hired by NewCoBuyer, P.O. boxes, third party warranties in ContributorSeller’s favor and all licenses and rights to use all software other than Vision AST software (other than DMS systems not assumed by NewCoBuyer) on or used in connection with any personal computer or other computing device used in connection with the Dealership, etc.), parts sales tickets, unused purchase order forms and all other forms and ContributorSeller’s goodwill and going concern value relating to the Dealership. “Dealership Intellectual Property” means any rights or ownership of the Dealership or Seller to all (i) patents, patent applications, patent disclosures and improvements, (ii) trademarks, trade names (excluding “Xxxx Xxx”, but see the license in the next section)trade, service marks, trade dress, and logoslogos (excluding trade names, service marks, trade dress and logos incorporating the name “Zappone” but see Section 2(f) below), (iii) copyrights and registrations and applications for registration thereof, (iv) computer software, data and documentation, (v) trade secrets; and (vi) social media, directory assistance, reputation management and e-commerce sites and accounts (including E-Bay, Facebook, Instagram, Twitter, yelp!, Dealer Rater, Edmunds and Google programs).

Miscellaneous Assets & Goodwill. NewCo Buyer shall accept purchase from ContributorSellers, and Contributor Sellers shall contribute sell to NewCoBuyer, Contributor’s Sellers’ telephone and data numbers, website addresses and domain names (owned or registered by or on Contributor’s Sellers’ behalf, by Principal or the DealershipDealership (excluding any Excluded Assets, including all websites used provided, that Sellers shall redirect internet traffic arriving at xxx.xxxxxxxxxxxxxxxxxxxxxx.xxx and xxx.xxxxxxxxxxxxxxxxxxxxxxxxxx.xxx to a domain name(s) provided by a Contributor on Buyer for at least one (1) year After the Effective Closing Date), e-mail addresses, classified telephone and internet advertising, prospect data, customer sales, lease, finance and service records (both hard copy and electronic format (including deal jackets), for no additional cost to NewCoBuyer), Contributor’s Sellers’ xxxxxxx’x compensation and unemployment rating in the State of FloridaFlorida to the extent that they are lawfully transferred, all lawfully transferable licenses and permits of the Dealership Dealerships or ContributorSellers, Dealership Intellectual Property (defined below), leasehold improvements and fixtures, unused internal and customer repair order forms, customer lists and marketing materials and catalogues, retail buyer’s order forms, office and shop supplies, shop reference manuals, parts reference catalogs, all books and records necessary for the continued operation of the Dealership Dealerships (including training and promotional materials, employee records of employees hired by NewCoBuyer, P.O. boxesBoxes, third party warranties in Contributor’s Sellers’ favor and all licenses and rights to use all software (other than DMS systems not assumed by NewCoBuyer) on or used in connection with any personal computer or other computing device used in connection with the Dealership, etc.), parts sales tickets, unused purchase order forms and all other forms and Contributor’s Sellers’ goodwill and going concern value relating to the Dealership. “Dealership Intellectual Property” means all (i) patents, patent applications, patent disclosures and improvements, (ii) trademarks, trade names (excluding “Xxxx Xxx”, but see the license in the next section)names, service marks, trade dress, and logos, (iii) copyrights and registrations and applications for registration thereof, (iv) computer software, data and documentation, (v) trade secrets; and (vi) social media, directory assistance, reputation management and e-commerce sites and accounts (including E-Bay, Facebook, Instagram, Twitter, yelp!, Dealer Rater, Edmunds and Google programs). The purchase price for the assets described in this Section 2(f) is $36,000,000.00, which will be allocated between the Dealerships by mutual written agreement of the Parties in the Closing Memorandum (defined below).

Miscellaneous Assets & Goodwill. NewCo Buyer shall accept purchase from ContributorSeller, and Contributor Seller shall contribute sell to NewCoBuyer, ContributorSeller’s telephone and data numbers, website addresses and domain names (owned or registered by or on Contributor’s behalf, Principal or behalf of the DealershipDealerships, including all websites used by a Contributor on the Effective Datebut not limited to ____.com), e-mail addresses, classified telephone and internet advertising, prospect data, customer sales, lease, finance and service records (both hard copy and electronic format (including deal jackets), for no additional cost to NewCoBuyer), ContributorSeller’s xxxxxxx’x compensation and unemployment rating in the State of FloridaTexas, all lawfully transferable licenses and permits of the Dealership Dealerships or ContributorSeller, Dealership Dealerships’ Intellectual Property (defined below), leasehold improvements and fixtures, unused internal and customer repair order forms, customer lists and marketing materials and catalogues, retail buyer’s order forms, office and shop supplies, shop reference manuals, parts reference catalogs, all books and records necessary for the continued operation of the Dealership Dealerships (including training and promotional materials, employee records of employees hired by NewCoBuyer, P.O. boxes, third party warranties in ContributorSeller’s favor and all licenses and rights to use all software (other than including the DMS systems not assumed by NewCo) Buyer on or used in connection with any personal computer or other computing device used in connection with the DealershipDealerships, etc.), parts sales tickets, unused purchase order forms and all other forms and ContributorSeller’s goodwill and going concern value relating to the DealershipDealerships. “Dealership Intellectual Property” means any rights or ownership of the Dealerships or Seller to all (i) patents, patent applications, patent disclosures and improvements, (ii) trademarks, trade names (excluding “Xxxx Xxx”, but see the license in the next section)trade, service marks, trade dress, and logoslogos (excluding trade names, service marks, trade dress and logos incorporating the name “McGavock” but see Section 2(f) below), (iii) copyrights and registrations and applications for registration thereof, (iv) computer software, data and documentation, (v) trade secrets; and (vi) social media, directory assistance, reputation management and e-commerce sites and accounts (including E-Bay, Facebook, Instagram, Twitter, yelp!, Dealer Rater, Edmunds and Google programs).