Automobile Dealership Company in New York

Sale of substantially all of assets of the M & M Auto Group, Inc., Seller owns and operates a Ford Lincoln dealership and a Chrysler Dodge Jeep Ram dealership (hereinafter collectively referred to as the “Dealership”) located at 127-131 Mill Street, Liberty, New York 12754 (hereinafter referred to as the “Premises”), pursuant to a Dealer Sales and Service Agreement with Ford Motor Company (“Ford”) and Fiat Chrysler Automobiles (“FCA”) (hereinafter individually and collectively referred to as the “Manufacturer”). The Dealership engages in the sale and service of new and pre-owned Ford, Lincoln, Chrysler, Dodge, Jeep, and Ram vehicles, parts and accessories, and other pre-owned vehicles and related operations at the Dealership and is licensed by the State of New York to conduct said business at said Premises. The sale assets described as below:

• New Vehicles: All 2019 and 2020 new, unused, unsold, and untitled Ford, Lincoln, Chrysler, Dodge, Jeep and Ram motor vehicles, including dealer installed accessories;
• Customer Orders: Pending vehicle orders where the customer has not yet taken delivery of the vehicle. At the Closing, Seller shall provide to Buyer a schedule of all undelivered customer orders and deposits;
• Demonstrators and Loaners: All vehicles that meet the requirements of a New Vehicle but have been used as a demonstrator vehicle or titled and/or registered as a service loaner;
• Used Vehicles: All Used Vehicles on hand at Closing;
• Fixed Assets: All of Seller's right, title and interest in and to its FORD and FCA Dealership business including all furniture, fixtures, equipment, computer system, non-leased signs, documents and instruments of title, or valid copies thereof, warranties, records, technical manuals and literature, shop reference manuals, parts reference catalogs, product sales training material and reference books, shop repair order forms, parts sales tickets, office and shop supplies, and leasehold improvements;
• Parts and Accessories: All new, undamaged, non-obsolete and returnable parts and accessories that are genuine Manufacturer parts and accessories in original packaging (“Returnable Parts”). Undamaged parts or accessories that are not Returnable Parts may be purchased at the Buyer’s sole option;
• WIP, Sublet Repairs: All of Seller’s work in progress and sublet repairs, which refers to service work on repair orders (customer, insurance, or warranty) written by Seller but not complete as of Closing. Buyer agrees to complete all said work-in-progress. On payment by Buyer, for work-in-progress and sublet repairs, Buyer is authorized to bill the customer when the work is completed by Buyer for the entire service to the customer, and Seller shall have no claim to that billing;
• Miscellaneous Assets: All of Seller’s miscellaneous assets (tires, gasoline, diesel fuel, oil, grease, nuts and bolts, solvents, paint, undercoat and body shop materials and similar operational materials) which (a) are on the Dealership Premises, (b) owned by Seller on the Closing Date, and (c) identified in the physical inventory;
• Goodwill and Intangible Assets: All of Seller’s Goodwill and other intangible assets including: trade names, customer lists, sales and service files, personnel records, repair orders, up logs, and similar records, assignable telephone numbers and facsimile numbers, licenses, permits, trademarks, trade secrets, copyrights, slogans, logos, domain names, social media sites, all URL’s and IP addresses, advertising materials, and logs and schedules reflecting the Dealership;
• Special Tools: All special tools used in the performance of FORD or FCA warranty repairs which are (a) on the Dealership Premises, (b) owned by Seller on the Closing Date, and (c)\ identified in the Inventory on the Inventory Date.