Common use of Miscellaneous Assets & Goodwill Clause in Contracts

Miscellaneous Assets & Goodwill. Buyer shall purchase from Seller, and Seller shall sell to Buyer, Seller’s telephone and data numbers, website addresses and domain names (owned or registered by or on behalf of the Dealerships, including but 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 Buyer), Seller’s ▇▇▇▇▇▇▇’▇ compensation and unemployment rating in the State of Texas, all lawfully transferable licenses and permits of the Dealerships or Seller, 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 Dealerships (including training and promotional materials, employee records of employees hired by Buyer, P.O. boxes, third party warranties in Seller’s favor and all licenses and rights to use all software including the DMS systems assumed by Buyer on or used in connection with any personal computer or other computing device used in connection with the Dealerships, etc.), parts sales tickets, unused purchase order forms and all other forms and Seller’s goodwill and going concern value relating to the Dealerships. “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, service marks, trade dress, and logos (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).

Miscellaneous Assets & Goodwill. Buyer shall purchase from Seller, and Seller shall sell to Buyer, Seller’s telephone and data numbers, website addresses and domain names (owned or registered by or on behalf of Seller’s behalf, Grant or the DealershipsDealership, including but not limited to ____.com“Central Avenue Chrysler Dodge Jeep Ram”), 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 Buyer), Seller’s ▇▇▇▇▇▇▇’▇ compensation and unemployment rating in the State of TexasNew York, all lawfully transferable licenses and permits of the Dealerships Dealership or Seller, Dealerships’ 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 Dealerships Dealership (including training and promotional materials, employee records of employees hired by Buyer, P.O. boxesBoxes, third party warranties in Seller’s favor and all licenses and rights to use all software including the DMS systems assumed by Buyer on or used in connection with any personal computer or other computing device used in connection with the DealershipsDealership, etc.), parts sales tickets, unused purchase order forms and all other forms and Seller’s goodwill and going concern value relating to the DealershipsDealership. “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, tradetrade names (including “Central Avenue Chrysler Jeep Dodge Ram”), service marks, trade dress, and logos (excluding trade names, service marks, trade dress and logos incorporating the name “McGavock” but see Section 2(f) below)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(e) is $14,500,000.00.

Miscellaneous Assets & Goodwill. Buyer shall purchase from Seller, and Seller shall sell to Buyer, Seller’s telephone and data numbers, website addresses and domain names (owned or registered by or on behalf of the DealershipsDealership, including but 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 Buyer), Seller’s ▇▇▇▇▇▇▇’▇ compensation and unemployment rating in the State of TexasConnecticut, all lawfully transferable licenses and permits of the Dealerships Dealership or Seller, Dealerships’ 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 Dealerships Dealership (including training and promotional materials, employee records of employees hired by Buyer, P.O. boxes, third party warranties in Seller’s favor and all licenses and rights to use all software including the (other than DMS systems not assumed by Buyer Buyer) on or used in connection with any personal computer or other computing device used in connection with the DealershipsDealership, etc.), parts sales tickets, unused purchase order forms and all other forms and Seller’s goodwill and going concern value relating to the DealershipsDealership. “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, tradetrade names (including “Kia of East Hartford”), service marks, trade dress, and logos (excluding trade names, service marks, trade dress and logos incorporating the name “McGavock” but see Section 2(f) below)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. Buyer shall purchase from SellerSeller (the price of which is included in the Goodwill Price), and Seller shall sell sell, transfer and assign to Buyer, without additional cost, Seller’s telephone and data numbers, website addresses and domain names (owned or registered by or on behalf of the DealershipsDealership, which relate only to ▇▇▇▇▇▇▇▇▇▇.▇▇▇), used by Seller in connection with the Dealership’s operations, but excluding assets used solely by any entity that controls, is controlled by, owns, or is under common control with Seller (the “Respect Affiliates”) or shared between Seller and the Respect Affiliates (which are subject to the Shared Intellectual Property licensing provisions of this Section), including but 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 Buyer). Seller will be permitted to retain copies at Seller’s expense of Seller’s deal jackets and any books and records relating to its prior operation of the Dealership. Seller shall transfer to Buyer, to the extent transferrable, Seller’s ▇▇▇▇▇▇▇’▇ compensation and unemployment rating in the State of TexasNew York, all lawfully transferable licenses and permits of the Dealerships Dealership or Seller, Dealerships’ 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 Dealerships Dealership (including training and promotional materials, and employee records of employees hired by Buyer, P.O. boxes, third party warranties in Seller’s favor and all licenses and rights to use all software including the (other than DMS systems not assumed by Buyer Buyer) on or used in connection with any personal computer or other computing device used in connection with the DealershipsDealership, etc.), parts sales tickets, unused purchase order forms and all other forms and Seller’s goodwill and going concern value relating to the DealershipsDealership, but excluding any items which are used solely by any Respect Affiliates. “Dealership Intellectual Property” means any rights or ownership of the Dealerships Dealership or Seller to all of the following used in whole or in part in connection with the Dealership’s operations and which is not used exclusively in connection with the operations of any Respect Affiliates: (i) patents, patent applications, patent disclosures and improvements, (ii) trademarks, trade, service marks, trade dress, and logos (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). Schedule 2(e) sets forth any Dealership Intellectual Property that is used both in connection with the Dealership and in connection with Respect Affiliates (the “Shared Intellectual Property”). Prior to the end of the Inspection Period, the Parties shall confer with respect to the appropriate disposition of any Shared Intellectual Property and consider a license by Buyer to Seller of such portion of the Shared Intellectual Property as may be necessary or appropriate to permit the continued operation of the business assets held by the Respect Affiliates.

Miscellaneous Assets & Goodwill. Buyer shall purchase from Seller, and Seller shall sell to Buyer, Seller’s telephone and data numbers, website addresses and domain names (owned or registered by or on behalf of Seller’s behalf, Grant or the DealershipsDealership, including but not limited to ____.com“White Plains Chrysler Jeep Dodge Ram”), 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 Buyer), Seller’s ▇▇▇▇▇▇▇’▇ compensation and unemployment rating in the State of TexasNew York, all lawfully transferable licenses and permits of the Dealerships Dealership or Seller, Dealerships’ 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 Dealerships Dealership (including training and promotional materials, employee records of employees hired by Buyer, P.O. boxesBoxes, third party warranties in Seller’s favor and all licenses and rights to use all software including the DMS systems assumed by Buyer on or used in connection with any personal computer or other computing device used in connection with the DealershipsDealership, etc.), parts sales tickets, unused purchase order forms and all other forms and Seller’s goodwill and going concern value relating to the DealershipsDealership. “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, tradetrade names (including “White Plains Chrysler Jeep Dodge Ram”), service marks, trade dress, and logos (excluding trade names, service marks, trade dress and logos incorporating the name “McGavock” but see Section 2(f) below)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(e) is $6,500,000.00; provided, that an additional $3,500,000.00 of purchase price for such assets will be due within five (5) business days after Seller provides Buyer written notice of termination of the PSA.