Return Rights, etc Sample Clauses
Return Rights, etc. Upon Closing, Seller will be deemed to have automatically assigned, and Seller shall assign to Buyer, Seller’s parts return rights without any further action (but Seller shall take any further action requested by Buyer or required by the Manufacturer to implement such assignment of rights). At the request of Buyer, Seller shall use its best efforts to assist Buyer in effecting any parts return offered by the Manufacturer (including, if necessary, applying for parts return in Seller’s name), and Seller shall promptly pay over to Buyer any monies received from the Manufacturer related thereto. Buyer may deduct from the consideration to be paid to Seller at the Closing Seller’s parts account outstanding balance with the Manufacturer and to pay such balance directly to the Manufacturer for Seller’s account. Buyer is not obligated to purchase old, opened, obsolete, superseded, incomplete, or damaged parts or accessories or any parts, accessories or sheet metal with no sales in the twelve (12) months prior to Closing. Buyer will not be obligated to purchase more than one year’s supply of any part or accessory (based on trailing one-year historical sales). Miscellaneous Supplies shall be purchased as provided for in subsection (d) below. The purchase price for all other parts not addressed in this Section or Section 1 will equal the value thereof as mutually agreed between Buyer and Seller provided, however, if the purchase price for such assets cannot be agreed upon, such assets shall be retained by Seller and be an Excluded Asset. If any parts and accessories or other inventories or goods that Buyer 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 Assets transferred to Buyer pursuant to the ▇▇▇▇ of Sale without additional consideration.
Return Rights, etc. Upon Closing, Contributor will be deemed to have automatically assigned, and Contributor shall assign, to NewCo Contributor’s parts return rights without any further action (but Contributor shall take any further action requested by LMP or required by the Manufacturer to implement such assignment of rights). At the request of LMP, Contributor shall use its best efforts to assist NewCo in effecting any parts return offered by the Manufacturer (including, if necessary, applying for parts return in Contributor’s name), and Contributor shall promptly pay over to NewCo any monies received from the Manufacturer related thereto. NewCo is not obligated to purchase old, opened, obsolete, superseded, incomplete, or damaged parts or accessories. NewCo shall also accept contribution of Contributor’s useable gas, oil, grease and other useable inventories for values equal to the actual dealer replacement cost (less all rebates and discounts). The contribution values for all other parts not addressed in this Section will equal the value thereof as mutually agreed between LMP and Contributor. If any parts and accessories or other inventories or goods that NewCo is not obligated to accept contribution of hereunder are not removed from the Property within ten (10) days after the Closing Date, such property will automatically become Assets contributed to NewCo pursuant to the ▇▇▇▇ of Sale without additional consideration.
Return Rights, etc. Upon Closing, Seller will be deemed to have automatically assigned, and Seller shall assign, to Buyer Seller’s parts return rights without any further action (but Seller shall take any further action requested by Buyer or required by the Manufacturer to implement such assignment of rights). Buyer is not obligated to purchase old, opened, obsolete, superseded, incomplete, or damaged parts or accessories or any parts, accessories or sheet metal bearing a part number which part number has not registered a sale in the twelve (12) months prior to Closing. Buyer shall also purchase Seller’s useable gas, oil, grease and other useable inventories for a purchase price equal to the actual dealer replacement cost (less all rebates and discounts) as mutually agreed between Buyer and Seller. The purchase price for all other parts not addressed in this Section will equal the value thereof as mutually agreed between Buyer and Seller. If any parts and accessories or other inventories or goods that Buyer is not obligated to purchase hereunder are not removed from the Dealership Premises within ten (10) days after the Closing Date, such property will automatically become Dealership Assets transferred to Buyer pursuant to the ▇▇▇▇ of Sale without additional consideration.
Return Rights, etc. Upon Closing, Seller shall retain Seller’s terminating parts return rights but agrees to cooperate in good faith with any Buyer requests for Seller to return, after the Closing, any returnable parts Buyer has purchased but wants Seller to return, the proceeds of which shall be deposited in a separate account maintained by Seller (the “Separate Account”). Seller will disburse to Buyer all funds deposited by the Manufacturer in the Separate Account, within three (3) days of such deposits. Buyer is not obligated to purchase non-current, opened, obsolete, superseded, incomplete, or damaged parts or accessories or any parts, accessories or sheet metal with no sales in the twelve (12) months prior to Closing. Buyer shall also purchase Seller’s useable gas, oil, grease and other useable inventories for a purchase price equal to the actual dealer replacement cost (less all rebates and discounts) as mutually agreed between Buyer and Seller. The purchase price for all other parts not addressed in this Section will equal the value thereof as mutually agreed between Buyer and Seller. If any parts and accessories or other inventories or goods that Buyer is not obligated to purchase hereunder are not removed from the Property within ten (10) days after the Closing Date, such property will automatically become Assets transferred to Buyer pursuant to the ▇▇▇▇ of Sale without additional consideration.