Common use of New Vehicles Clause in Contracts

New Vehicles. At the Closing, the Buyer shall purchase all of the Seller's untitled new motor vehicles (meaning (i) current model year vehicles as of the Closing Date and (ii) if the Closing occurs on or before January 31, 1999, 1999 model year vehicles but excluding from clauses (i) and (ii) conversion vans or similar-type vehicles that have been in inventory longer than 180 days, rental cars and company vehicles) in the Seller's stock and unsold by the Seller as of the Closing Date and which are listed on Schedule 3.1 hereto, which schedule the Seller shall deliver to the Buyer not more than three (3) days prior to the Closing (the "NEW VEHICLES"). The purchase price to be paid by the Buyer for each New Vehicle shall be the price at which the New Vehicle was invoiced to the Seller by the Manufacturer, as adjusted pursuant to this Article III (the sum of all such amounts to be paid for New Vehicles as determined by this Article III is herein referred to as the "NEW VEHICLE PURCHASE PRICE"); provided, however, the purchase price of any pre-reported sold vehicles for which the sale cannot be reversed shall be as mutually agreed by the Buyer and the Seller. In the event the Buyer and the Seller cannot agree upon a price with respect to any such pre- reported sold vehicle, the Buyer shall not be obligated to purchase, and the Seller shall not be obligated to sell, such vehicle. Schedule 3.1 shall set forth the model, invoice cost, and all other information necessary to calculate the New Vehicle Purchase Price with respect to each New Vehicle listed in such Schedule 3.1. At the Closing, the Seller shall assign to the Buyer, without any additional consideration therefor, by appropriate documents reasonably satisfactory to the Buyer, all unfilled retail orders and deposits made thereon. Any profits or proceeds derived from such unfilled retail orders shall belong to the Buyer.

New Vehicles. At the Closing, the Buyer shall purchase all of the Seller's untitled new motor vehicles (meaning (i) current model year vehicles as of the Closing Date 1999 and (ii) if the Closing occurs on or before January 31, 1999, 1999 model year vehicles but excluding from clauses (i) 1998 BMW automobiles and (ii) conversion vans or similar-type vehicles that have been motorcycles in inventory longer than 180 days, rental cars and company vehicles) in the Seller's stock and unsold by the Seller as of the Closing Date and which are listed on Schedule 3.1 hereto, which schedule the Seller shall deliver to the Buyer not more than three (3) days prior to the Closing (all such BMW automobiles and motorcycles are collectively referred to hereinafter as the "NEW VEHICLES"). The purchase price to be paid by the Buyer for each New Vehicle shall be the price at which the New Vehicle was invoiced to the Seller by the Manufacturer, as adjusted pursuant to this Article III (the sum of all such amounts to be paid for New Vehicles as determined by this Article III is herein referred to as the "NEW VEHICLE PURCHASE PRICE"); provided, however, the purchase price of any pre-reported sold vehicles for which the sale cannot be reversed shall be as mutually agreed by the Buyer and the Seller. In the event the Buyer and the Seller cannot agree upon a price with respect to any such pre- reported sold vehicle, the Buyer shall not be obligated to purchase, and the Seller shall not be obligated to sell, such vehicle. Schedule 3.1 shall set forth the model, invoice cost, and all other information necessary to calculate the New Vehicle Purchase Price with respect to each New Vehicle listed in such Schedule 3.1. At the Closing, the Seller shall assign to the Buyer, without any additional consideration therefor, by appropriate documents reasonably satisfactory to the Buyer, all unfilled retail orders and deposits made thereon. Any profits or proceeds derived from such unfilled retail orders shall belong to Buyer. Notwithstanding the Buyerforegoing, however, Buyer agrees to refund deposits for all retail buyer orders that are terminated for any reason consistent with reasonable business practice of Seller as of the Closing.

New Vehicles. At the Closing, the Buyer shall purchase all of the Seller's untitled new motor vehicles (meaning (i) current model year vehicles as of the Closing Date and (ii) if the Closing occurs on or before January 31Date, 1999, but in any event including all 1999 model year vehicles but excluding from clauses (i) and (ii) conversion vans or similar-type vehicles that have been in inventory longer than 180 days, rental cars and company vehicles) in the Seller's stock and unsold by the Seller as of the Closing Date and which are listed on Schedule 3.1 hereto, which schedule the Seller shall deliver to the Buyer not more than three (3) days prior to the Closing (the "NEW VEHICLES"). The purchase price to be paid by the Buyer for each New Vehicle shall be the price at which the New Vehicle was invoiced to the Seller by the respective Manufacturer, as adjusted pursuant to this Article III (the sum of all such amounts to be paid for New Vehicles as determined by this Article III is herein referred to as the "NEW VEHICLE PURCHASE PRICE"); provided, however, the purchase price of any pre-reported sold vehicles for which the sale cannot be reversed shall be as mutually agreed by the Buyer and the Seller. In the event the Buyer and the Seller cannot agree upon a price with respect to any such pre- reported sold vehicle, the Buyer shall not be obligated to purchase, and the Seller shall not be obligated to sell, such vehicle. Schedule 3.1 shall set forth the model, invoice cost, and all other information necessary to calculate the New Vehicle Purchase Price with respect to each New Vehicle listed in such Schedule 3.1. At the Closing, the Seller shall assign to the Buyer, without any additional consideration therefor, by appropriate documents reasonably satisfactory to the Buyer, all unfilled retail orders and deposits made thereon. Any profits or proceeds derived from such unfilled retail orders shall belong to the Buyer.

New Vehicles. At the Closing, the Buyer shall purchase all of the Seller's untitled new 1999 and 1998 motor vehicles (meaning (i) current model year vehicles as of the Closing Date and (ii) if the Closing occurs on or before January 31, 1999, 1999 model year vehicles but excluding from clauses (i) and (ii) conversion vans or similar-type vehicles that have been in inventory longer than 180 days, rental cars and company vehicles) in the Seller's stock and unsold by the Seller as of the Closing Date and which are listed on Schedule 3.1 hereto, which schedule the Seller shall deliver to the Buyer not more than three (3) days prior to the Closing (all such vehicles are collectively referred to hereinafter as the "NEW VEHICLES"). The purchase price to be paid by the Buyer for each New Vehicle shall be the price at which the New Vehicle was invoiced to the Seller by the Manufacturer, as adjusted pursuant to this Article III (the sum of all such amounts to be paid for New Vehicles as determined by this Article III is herein referred to as the "NEW VEHICLE PURCHASE PRICE"); provided, however, the purchase price of any pre-reported sold vehicles for which the sale cannot be reversed shall be as mutually agreed by the Buyer and the Seller. In the event the Buyer and the Seller cannot agree upon a price with respect to any such pre- reported sold vehicle, the Buyer shall not be obligated to purchase, and the Seller shall not be obligated to sell, such vehicle. Schedule 3.1 shall set forth the model, invoice cost, and all other information necessary to calculate the New Vehicle Purchase Price with respect to each New Vehicle listed in such Schedule 3.1. At the Closing, the Seller shall assign to the Buyer, and Buyer shall assume, without any additional consideration therefor, by appropriate documents reasonably satisfactory to the Buyer, all unfilled retail orders and deposits made thereon. Any profits or proceeds derived from such unfilled retail orders shall belong to Buyer. In the event any such retail order shall be canceled or terminated, Buyer shall be responsible for refunding any deposit made thereon provided such deposit has been assigned to Buyer.

New Vehicles. At Subject to Section 3.3(b), at the Closing, the Buyer ------------ shall purchase all of the Seller's Sellers' untitled new motor vehicles (meaning (i) current model year vehicles as of the Closing Date 2001 and (ii) if the Closing occurs on or before January 31, 1999, 1999 2002 model year vehicles but excluding from clauses (i) Demonstrators, all service loaners, rental car vehicles, company-owned vehicles, conversion vans, vehicles for commercial and/or municipal use or sale and (ii) conversion vans or similar-type vehicles that have been in inventory longer than 180 days, rental cars and company vehicles) in the Seller's Sellers' stock and unsold by the Seller Sellers as of the Closing Date and which are listed on Schedule 3.1 hereto, which schedule Schedule the Seller Sellers shall deliver to the ------------ Buyer not more than three (3) days prior to the Closing (collectively, the "NEW VEHICLESNew --- Vehicles" and each, individually, a "New Vehicle"). The purchase price to be -------- ----------- paid by the Buyer for each New Vehicle shall be the price at which the New Vehicle was invoiced to the respective Seller by the respective Manufacturer; provided, as however, the purchase price for New Vehicles acquired by a Seller in -------- ------- the ordinary course of such Seller's business pursuant to a dealer trade with a party other than an affiliate of such Seller, shall be the amount paid to the other dealer for such New Vehicle; provided, further, that the purchase price -------- ------- for New Vehicles shall be adjusted pursuant to this Article III (the sum of all such amounts to be paid for New Vehicles as determined by this Article III is herein referred to as the "NEW VEHICLE PURCHASE PRICENew Vehicle Purchase Price"); provided, however, the purchase -------------------------- -------- ------- price of any pre-reported sold vehicles for which the sale cannot be reversed shall be as mutually agreed by the Buyer and the SellerSellers. In the event the Buyer and the Seller Sellers cannot agree upon a price with respect to any such pre- pre-reported sold vehicle, the Buyer shall not be obligated to purchase, and the Seller Sellers shall not be obligated to sell, such vehicle. Schedule 3.1 shall set forth the ------------ model, invoice cost, and all other information necessary to calculate the New Vehicle Purchase Price with respect to each New Vehicle listed in such Schedule -------- 3.1. At the Closing, the Seller Sellers shall assign to the Buyer, without any --- additional consideration therefor, by appropriate documents reasonably satisfactory to the Buyer, all unfilled retail orders for motor vehicles entered into in the ordinary course of business, and deposits made thereon, and the Buyer shall assume such Seller's obligations under such retail orders. Any profits or proceeds derived from such unfilled retail orders shall belong to the Buyer.