Assets of Automobile Dealership Company

Sale of substantially all of assets of the CTE 1 LLC, the seller owns and operates an automotive dealership known as Lexus of Englewood and located at: (1) 53-59 Engle St., Englewood, NJ 07631, (2) 75 Columbus Avenue, Englewood, New Jersey 07631, (3) 335 Grand Avenue, Leonia, New Jersey 07605, (4) 40 Rockwood Place, Englewood, New Jersey 07631, and (5) 136 Engle Street, Englewood, New Jersey 07631 (the “Dealership”). The sale assets including goodwill, “blue sky” and general intangibles, operating assets, and motor vehicle inventory, and more described as below:

• Operating Assets: Furniture, fixtures, tools, machinery, and equipment; “special” tools and equipment, including those which SELLER must purchase from LexusNA from and after the date hereof through the date of Closing; inventory of parts and accessories, and oil, gas, and grease inventories and supplies; customer lists and computer-generated customer files; URLs, websites, and e-mail addresses; personnel records; parts and service vehicles; sales, service, parts, and warranty manuals; factory brand signs; catalogues, brochures, and announcement materials; and all rights to use SELLER’s existing telephone numbers and facsimile numbers;
• Motor Vehicle Inventory: (A) SELLER’s entire inventory of 2019 and 2020 motor vehicles, in each case which are new, unused, and never registered, punched or reported sold, inclusive of all dealer preparation costs and dealer-installed parts and accessories in SELLER’s inventory as of the Closing. (B) Any and all motor vehicles consigned and invoiced to SELLER and not received by SELLER prior to Closing, including swap units, for which SELLER shall forthwith on demand of BUYER execute and deliver assignments of the statements of origin for such motor vehicles so purchased. (C) SELLER’s inventory of demonstrator-type motor vehicles, in inventory as of the Closing. (D) SELLER’s inventory of motor vehicles placed into loaner service by SELLER (“Service Rental/Loaners”), in inventory as of the Closing, unless such vehicles can be transferred under the Lexus Loaner Program. (E) SELLER’s inventory of used cars and program cars; and
• Contracts: All contracts and leases primarily related to the Business but only to the extent BUYER elects in writing on or before the Closing Date to assume such contracts and, in the case of agreements for the purpose or lease of automobiles, any deposits paid thereunder (the “Purchased Contracts”).