Acura Automobile Dealership in Texas

Sale of substantially all the assets of Mac Churchill, Inc. d/b/a Mac Churchill Acura. The Company owns and operates a franchised Acura automobile dealership in Fort Worth, Texas. The Dealership includes the sale of new and used automobiles and the service and repair of automobiles.

The Sale Assets are more described below:

(a) Customer Lists, Records and Goodwill: Purchaser shall purchase from Seller the Customer Lists, Records and Goodwill for the aggregate amount of $4,000,000.00;
(b) New Cars: Purchaser shall purchase all New Cars from Seller at Dealer Net, less the cost of damages to any New Car which has not been repaired; provided, however, that Purchaser shall not be obligated to purchase any New Car with damages thereto in excess of $1,000 whether or not repaired. Any Car, which would otherwise be a New Car, but which has more than 2,500 miles on its odometer or does not satisfy all requirements to be a New Car, would be purchased, if at all, in the same manner as a Used Car unless such New Car qualifies as a Demonstrator, in which case such New Car will be treated as a Demonstrator;
(c) Demonstrators: Purchaser shall purchase up to ten (10) of Seller’s Demonstrators at Seller’s Dealer Net, less the cost of damages to any Demonstrator which has not been repaired; provided, however, that each such Demonstrator must have less than 5,500 miles, and, further, provided, however, that Purchaser shall not be obligated to purchase any Demonstrator with damages thereto in excess of $1,000 whether or not repaired. For each Demonstrator that is purchased by Purchaser from Seller, there will be a deduction of $.25 per mile for each mile on its odometer up to, but not more than 5,500 miles. Any Demonstrator with more than 5,500 miles, or more than $1,000.00 in damage whether or not repaired, shall be purchased, if at all, in the same manner as a Used Car;
(d) Rental and Loaner Vehicles: Purchaser shall purchase Seller’s Rental and Loaner Vehicles at the prices set forth in the First Amendment to the Asset Purchase Agreement (the “1st Amendment”);
(e) Used Cars: Seller and Purchaser shall attempt to agree upon a price for each Used Car. To the extent that Seller and Purchaser can mutually agree to the value and price for any Used Car, Purchaser would purchase such Used Car at the agreed upon price. To the extent that Seller and Purchaser cannot reach an agreement with regard to the price for any Used Car, Seller shall keep such Used Car and Purchaser shall have no obligation to purchase such Used Car;
(f) Genuine Manufacturer Parts; Non-Manufacturer Acura Parts; Miscellaneous Inventories; Fixed Assets: Purchaser shall purchase all of Seller’s Genuine Manufacturer Parts, Non-Manufacturer Acura Parts; Miscellaneous Inventories and Fixed Assets for the aggregate amount of $2,000,000.00, subject to the provisions of Section 1.3, as amended by the 1st Amendment;
(g) Work-In-Process: Purchaser shall purchase all of Seller’s Work-In-Process as of the Closing Date at Seller’s internal cost for the work actually performed and parts actually installed as of the date of Closing with no profit allocated to such Work in Process; and
(h) New Car Deposits and Used Car Deposits: All New Car Deposits and Used Car Deposits (for those Used Cars purchased by Purchaser) will be transferred to Purchaser by Seller.