Automobile Dealership Company in West Virginia

Sale of substantially all of assets of the Royal Automotive Company. Royal Automotive Company (“Royal”) owns and operates a Subaru franchise dealership at 1901 Patrick Street Plaza in Charleston, West Virginia. The sale assets include Dealership and Dealership Assets (e.g., Fixed Assets, New Vehicles, Other Vehicles, etc.) and Dealership Premises, described as below:

• Fixed Assets: Buyer shall purchase from Seller, and Seller shall sell to Buyer, all of Seller’s fixed assets, furniture, computers, special tools, and equipment, including without limitation those listed on Schedule 2(a), attached hereto and incorporated herein by this reference (collectively, the “Fixed Assets”);
• New Vehicles: Buyer shall purchase from Seller, and Seller shall sell to Buyer, all of Seller’s 2018 and subsequent model year Manufacturer vehicles with less than 500 miles and which are not “punched or classified” by Manufacturer as other than brand new, located at or in transit to the Dealership Premises (the “New Vehicles”);
• Other Vehicles: Buyer may purchase all vehicles other than the New Vehicles (“Other Vehicles”) described above in Seller’s vehicle inventory as of the Closing Date;
• Parts & Accessories: i. Buyer shall purchase Seller’s new returnable parts and accessories inventory as determined by a physical inventory, which shall be performed by a mutually agreeable independent thirdparty inventory service, the cost of which shall be shared equally by Buyer and Seller (the “Returnable Parts and Accessories”). Said inventory shall be attached to the Bill of Sale. Buyer shall purchase all other items of Seller’s parts and accessories inventory. ii. Buyer shall purchase from Seller, and Seller shall sell to Buyer, all supplies on hand as of the Closing Date (including without limitation gas, oil, grease, tires, and other such inventories, etc.), all hardware (including without limitation bolts, nuts, washers, screws, fittings, etc.) and all office supplies (including without limitation paper, forms, documents, toner, unused postage, etc.);
• Miscellaneous Assets & Goodwill: Buyer shall purchase from Seller, and Seller shall sell to Buyer, all the Dealership’s customer lists and sales records (including all associated Dealership electronic data in Seller’s DMS system), deal jackets, literature, supplier lists, customer service files (including all associated electronic data) (collectively, the “Records”), general intangibles, goodwill, going concern value of the Dealership, rights under its sales and service agreement with Manufacturer (to the extent assignable), fax numbers and phone numbers, email addresses, websites and redirection rights from such site(s) for six months post-closing. Buyer shall also acquire the rights to the name “Royal Auto” and such other tradenames used by the Seller in its business. Seller shall take any and all actions required at the Closing to change its corporate name or any of its affiliates or terminate any trade names so as to allow the Buyer to utilize the name and trade names of Seller if Buyer so chooses;
• Records: Seller shall deliver to Buyer the Records in a format that is consistent with the form in which the Records have been historically maintained by Seller; provided, however, Buyer shall be entitled (subject to the DMS’s service capabilities) to extract all data with respect to the Dealership from the Seller’s DMS system and import said data into the Buyer’s DMS system. Buyer shall pay the expense (if any) of extracting and transferring the Records and shall be responsible for such extraction and conversion. Should Buyer obtain access to the Records prior to the Closing Date, Buyer shall hold the Records subject to the confidentiality provisions herein. Buyer shall also secure all customer data and personnel information acquired hereunder in the same manner as Buyer secures its customer data and personnel information in its other affiliated companies who operate automobile dealerships. If the Closing doesn’t occur, then any Records in Buyer’s possession or control shall be destroyed and Buyer shall be enjoined from using the Records for its or any third party’s benefit;
• Assumed Contracts: All Buyer Assumed Contracts to be set forth on the Buyer Assumed Contracts List (as hereinafter defined);
• Vehicle Order Deposits: All deposits taken by Seller in connection with the sale of vehicles, which have not been delivered as of the Closing (“Customer Vehicle Orders”), shall be paid by Seller to Buyer at the Closing. In the event Buyer is unable to consummate a transaction related to a Customer Vehicle Order, Buyer shall return such deposit to the customer. All new motor vehicles orders relating to the Dealership after Buyer has delivered a completed Manufacturer Application shall be provided to Buyer for review prior to finalizing such order and Seller shall consult with Buyer regarding such orders. Upon approval of the Buyer’s Manufacturer Application and evidence of Buyer’s approval of financing for the acquisition of the Dealership Assets, Buyer shall be entitled to elect to approve or reject ordinary course of business vehicle orders by notifying the Seller within five (5) business days. If an order is not rejected, it shall be deemed approved. All profits derived from motor vehicles delivered after the Closing Date shall inure solely to the benefit of the Buyer;
• Dealership Premises: RRE shall sell to MFM all right, title and interest in and to the Dealership Premises, as more particularly described in Schedule 1.1(h), and all improvements, fixtures, and other appurtenances, rights and privileges related thereto, including, without limitation all rights, claims, benefits, and remedies with respect to the Dealership Premises.e Closing (“Customer Vehicle Orders”).