Nonreturnable Clause Samples

Nonreturnable. All parts and accessories not coded as returnable in the Master Price List are “nonreturnable”. The values for the nonreturnable parts and accessories, non-Manufacturer, “jobber” or “NPN” parts and accessories and nuts and bolts will be as mutually agreed by the Parties. Notwithstanding anything to the contrary herein, NewCo shall accept from Contributor, and Contributor shall contribute to NewCo, nonreturnable Manufacturer and non-Manufacturer parts and accessories at Contributor’s documented actual costs (not to exceed $300,000.00 for nonreturnable Manufacturer parts and accessories and $30,000.00 for nonreturnable non-Manufacturer parts and accessories, in each case pursuant to all of the ACAs (defined below)). Notwithstanding anything herein to the contrary, NewCo shall accept from Contributor, and Contributor shall contribute to NewCo, all nonreturnable Manufacturer and non-Manufacturer parts and accessories at Contributor’s documented actual costs all pre-sold Manufacturer and non-Manufacturer nonreturnable parts and accessories.

Nonreturnable. All parts and accessories not coded as returnable in the Master Price List are “nonreturnable”. The purchase price for the nonreturnable parts and accessories, non-Manufacturer, “jobber” or “NPN” parts and accessories and nuts and bolts will be as mutually agreed by the Parties; provided that Buyer will purchase up to $100,000 (at Seller’s documented actual cost) of Seller’s useable non-returnable OEM parts and up to $30,000 (at Seller’s documented actual cost) of non-OEM parts and accessories.

Nonreturnable. The purchase price for all of the Selling Entities’ non-returnable parts useable on Manufacturer vehicles will be an amount equal to twenty-five percent of the price listed in the Master Price List (less all applicable rebates and discounts). The purchase price for obsolete parts or accessories will be mutually agreed to by the parties no later than ten (10) days prior to the Closing Date. The purchase price for Non-Manufacturer Parts and Accessories useable on Manufacturer vehicles shall be an amount equal to the Selling Entities’ actual cost less all applicable allowances and discounts paid or payable to the Selling Entities. Upon Closing, to the extent allowed by the applicable Manufacturer, the Selling Entities will be deemed to have automatically assigned, and shall assign, to the Purchaser all of the Selling Entities’ parts return rights without any further action. If any parts and accessories or other inventories or goods that the Purchaser is not obligated to purchase hereunder are not removed from the Real Property within ten (10) days after the Closing Date, such property will automatically become Purchased Assets transferred to the Purchaser pursuant to the ▇▇▇▇ of Sale and Assignment and Assumption Agreement without additional consideration. All of the Dealerships’ useable miscellaneous supply inventories, including but not limited to batteries, nuts, bolts, screws, gas, oil, grease, fluids, solvents, paint and body shop materials shall be purchased at Sellers’ verifiable actual cost net of any discount received or to be received by Sellers. With respect to non-bulk oil, grease, fluids, solvents, paint and body shop materials, the Purchaser will only be obligated to pay for any such inventories that are in unopened containers, and if any such items are not removed from the Real Property within ten (10) days after the Closing Date, such property will automatically become Purchased Assets transferred to the Purchaser pursuant to the ▇▇▇▇ of Sale and Assignment and Assumption Agreement without additional consideration. The purchase price for all returnable and unexpired new tires with sales in the last 12 months shall be cost net of any discount received or to be received by the Selling Entities. Tires beyond their expiration date will be excluded from the sale. To the extent allowed by the applicable tire vendor, the Selling Entities will be deemed to have automatically assigned, and shall assign, to the Purchaser all of the Selling Entities’ par...