Common use of Aggregate Purchase Price Clause in Contracts

Aggregate Purchase Price. The aggregate purchase price (the "AGGREGATE PURCHASE PRICE") to be paid for the Assets shall consist of the sum of (i) Thirteen Million Seven Hundred Fifty Thousand Dollars ($13,750,000), as the purchase price for the Business and the intangible assets included in the Assets (the "BUSINESS AND INTANGIBLE ASSETS PURCHASE PRICE"); (ii) the New Vehicle Purchase Price (as defined in Section 3.1); (iii) the Demonstrator Purchase Price (as defined in Section 3.2); (iv) the Used Vehicle Purchase Price (as defined in Section 3.5); (v) the Parts Purchase Price (as defined in Section 4.4); (vi) the Miscellaneous Inventories Purchase Price (as defined in Section 5.1); (vii) the Work in Progress Purchase Price (as defined in Section 5.3); and (viii) the Fixtures and Equipment Purchase Price (as defined in Section 5.4). The parties acknowledge that the New Vehicle Purchase Price, the Parts Purchase Price, the Miscellaneous Inventories Purchase Price and the Work in Progress Purchase Price will be based upon information contained in Schedule 3.1 and the Inventory (as defined in Section 4.1), both of which are to be completed and delivered prior to the Closing Date. The parties also acknowledge that adjustments to those categories of Assets will have to be made after the Closing to reflect ordinary course increases or decreases in those assets between the time of delivery of such Schedule 3.1 and the Inventory and the Closing Date, and that the related components of the Aggregate Purchase Price will have to be adjusted to reflect any such adjustments to those Assets. All of the foregoing adjustments (with appropriate payments by the parties) will be made as promptly as possible after the Closing, the parties hereby agreeing to cooperate with each other in making such adjustments. Each party will use the Aggregate Purchase Price and Liabilities allocation described in Schedule 2.2 hereto in all reporting to, and all tax returns filed with, the Internal Revenue Service and other state and local taxing authorities. The Seller and the Buyer will execute and deliver to each other at Closing a declaration under Section 1060 of the Internal Revenue Code of 1986, as amended (the "CODE"), in the form set forth in the regulations promulgated thereunder, which declaration shall reflect the allocation on Schedule 2.2.

Aggregate Purchase Price. The While the redemption transactions and the stock purchase transactions referenced in Sections 1.3 and 1.4 hereof are separate and distinct transactions, it is the intent of the parties that the aggregate purchase price consideration paid and received in connection with such transactions equal the remainder of (a) $138,299,924.58, minus (b) the aggregate amount of the Funded Indebtedness of the Company on the Closing Date prior to giving effect to the Closing Transactions, subject to adjustment as provided herein. Such consideration has been and, to the extent of the Aggregate Escrow Amount (as herein defined) and any Final Upward Adjustment (as herein defined), will be paid, in the form of (a) cash, (b) transfer to T.W. ▇▇▇▇▇ ▇▇▇ Bett▇ ▇▇▇▇▇ ▇▇ the Excluded Assets, (c) the execution and delivery by the Company to the Shareholders of promissory notes in the form of Exhibit G hereto and in an aggregate principal amount of $1,582,500 (the "TAX NOTES"), (d) the execution and delivery by the Company to the Shareholders of promissory notes in the form of Exhibit H hereto (the "WORKING CAPITAL ADJUSTMENT NOTES" and together with the Tax Notes, the "PROMISSORY NOTES"), and (e) funding of the Escrow Account. Because it is impossible for the Company's auditors to prepare and deliver on the Closing Date an audited balance sheet dated as of the Closing Date, the Aggregate Stock Purchase Price and Aggregate Closing Date Redemption Price have been determined using the Estimated Closing Balance Sheet and the adjustment protocols described below and has been paid in the forms provided below (the "ESTIMATED AGGREGATE PURCHASE PRICE"). As soon as practicable after the Closing, but in all events within forty-five (45) days after Closing, the Company's auditors shall deliver to the parties the Audited Closing Balance Sheet described below and the Estimated Aggregate Purchase Price shall be adjusted, if required hereunder, using the Audited Closing Balance Sheet and the adjustment protocols described below. Such adjusted aggregate purchase and redemption price shall then become the final aggregate purchase price and shall be paid for the Assets shall consist of the sum of (i) Thirteen Million Seven Hundred Fifty Thousand Dollars ($13,750,000), as the purchase price for the Business and the intangible assets included in the Assets forms provided below (the "BUSINESS AND INTANGIBLE ASSETS FINAL AGGREGATE PURCHASE PRICE"); (ii) the New Vehicle Purchase Price (as defined in Section 3.1); (iii) the Demonstrator Purchase Price (as defined in Section 3.2); (iv) the Used Vehicle Purchase Price (as defined in Section 3.5); (v) the Parts Purchase Price (as defined in Section 4.4); (vi) the Miscellaneous Inventories Purchase Price (as defined in Section 5.1); (vii) the Work in Progress Purchase Price (as defined in Section 5.3); and (viii) the Fixtures and Equipment Purchase Price (as defined in Section 5.4). The parties acknowledge that the New Vehicle Purchase Price, the Parts Purchase Price, the Miscellaneous Inventories Purchase Price and the Work in Progress Purchase Price will be based upon information contained in Schedule 3.1 and the Inventory (as defined in Section 4.1), both of which are to be completed and delivered prior to the Closing Date. The parties also acknowledge that adjustments to those categories of Assets will have to be made after the Closing to reflect ordinary course increases or decreases in those assets between the time of delivery of such Schedule 3.1 and the Inventory and the Closing Date, and that the related components of the Aggregate Purchase Price will have to be adjusted to reflect any such adjustments to those Assets. All of the foregoing adjustments (with appropriate payments by the parties) will be made as promptly as possible after the Closing, the parties hereby agreeing to cooperate with each other in making such adjustments. Each party will use the Aggregate Purchase Price and Liabilities allocation described in Schedule 2.2 hereto in all reporting to, and all tax returns filed with, the Internal Revenue Service and other state and local taxing authorities. The Seller and the Buyer will execute and deliver to each other at Closing a declaration under Section 1060 of the Internal Revenue Code of 1986, as amended (the "CODE"), in the form set forth in the regulations promulgated thereunder, which declaration shall reflect the allocation on Schedule 2.2.

Aggregate Purchase Price. (a) The aggregate purchase price (the "AGGREGATE PURCHASE PRICEAggregate Purchase ------------------ Price") to be paid for the Assets shall consist of the sum of of: (i) Thirteen Million Seven Hundred Fifty Thousand Dollars ($13,750,000)[***], as the ----- purchase price for the Business Businesses and the intangible assets included in the Assets (the "BUSINESS AND INTANGIBLE ASSETS PURCHASE PRICEBusiness and Intangible Assets Purchase Price"); (ii) the New --------------------------------------------- Vehicle Purchase Price (as defined in Section 3.1); (iii) the Demonstrator Purchase Price (as defined in Section 3.2); (iv) the Used Vehicle Purchase Price (as defined in Section 3.5); (v) the Parts Purchase Price (as defined in Section 4.4); (vi) the Miscellaneous Inventories Purchase Price (as defined in Section 5.1); (vii) the Work in Progress Purchase Price (as defined in Section 5.3); and (viii) the Fixtures and Equipment Purchase Price (as defined in Section 5.4); and (ix) the Prepaid Expenses Purchase Price (as defined in Section 5.9). (b) The Business and Intangible Assets Purchase Price shall be allocated among the Sellers by mutual agreement of the Buyer and the Sellers as promptly as possible after the date hereof. The components of the Purchase Price, other than the Business and Intangible Assets Purchase Price, shall be allocated among the Sellers in accordance with their respective Assets upon which such components are based, as reflected in Part I of Schedule 2.2 hereto, ------------ to be completed by the Buyer and the Sellers at least three (3) days prior to the Closing Date. The parties acknowledge that the New Vehicle Purchase Price, the Parts Purchase Price, Price and the Miscellaneous Inventories Purchase Price and the Work in Progress Purchase Price will be based upon information contained in Schedule 3.1 and the Inventory (as defined in Section 4.1)Inventory, both of ------------ which are to be completed and delivered prior to the Closing Date. The parties also acknowledge that adjustments to those categories of Assets will have to be made after the Closing to reflect ordinary course increases or decreases in those assets between the time of delivery of such Schedule 3.1 Schedules and the Inventory and the Closing Date, and that the related components of the Aggregate Purchase Price will have to be adjusted to reflect any such adjustments to those Assets. All of the foregoing adjustments (with appropriate payments by the parties) will be made as promptly as possible after the Closing, the parties hereby agreeing to cooperate with each other in making such adjustmentsadjustments and shall promptly pay any amount owing as a result of any such adjustment. Each party will use the Aggregate Purchase Price and Liabilities allocation allocations described in Part II of Schedule 2.2 hereto ------------ (as adjusted pursuant to this Section 2.2(b)) in all reporting to, and all tax Tax (as defined in Section 7.12) returns filed with, the Internal Revenue Service and other state and local taxing authorities. The Seller and the Buyer will execute and deliver to each other at Closing a declaration under Section 1060 of the Internal Revenue Code of 1986, as amended (the "CODE"), in the form set forth in the regulations promulgated thereunder, which declaration shall reflect the allocation on Schedule 2.2.

Aggregate Purchase Price. The aggregate purchase price (the "AGGREGATE PURCHASE PRICE"“Aggregate Purchase Price”) to be paid for the Purchased Assets shall consist of the sum of be Nine Million Eight Hundred Fourteen Thousand Dollars (9,814,000); provided that, (i) Thirteen Million Seven Hundred Fifty Thousand Dollars ($13,750,000), as the purchase price for the Business and the intangible assets included in the Assets (event that the "BUSINESS AND INTANGIBLE ASSETS PURCHASE PRICE"); Adjustment Amount is greater than zero, the Aggregate Purchase Price shall be increased by the Adjustment Amount and (ii) in the New Vehicle event that the Adjustment Amount is less than zero, the Aggregate Purchase Price (as defined in Section 3.1); (iii) shall be decreased by the Demonstrator Adjustment Amount. The Aggregate Purchase Price shall be paid as follows: (as defined a) The Buyer Group shall pay on behalf of the Sellers, via wire transfer or other immediately available funds, the Bank Payoff Amount; (b) The Buyer Group shall, at the Closing, assume the Trade Payables Amount in accordance with the terms and conditions set forth in the Assignment and Assumption Agreements; (c) The Buyer Group shall pay on behalf of the Sellers, via wire transfer or other immediately available funds, the total Third Party Expenses set forth on Section 3.22.05 of the Disclosure Schedules (the “Unpaid Third Party Expenses Amount”) (which Schedule shall list all Third Party Expenses and shall specifically confirm that no Third Party Expenses have been paid by Sellers prior to the Closing); (d) The Buyer Group shall deposit the Escrow Amount via wire transfer or other immediately available funds into an account designated by the Escrow Agent, which Escrow Amount shall be held and distributed in accordance with the terms of the Escrow Agreement to satisfy any and all claims made by any members of the Buyer Group or any other Buyer Indemnitee against Sellers pursuant to Article VIII; and (ive) The Buyer Group shall pay the Used Vehicle balance of the Aggregate Purchase Price to the Sellers at the Closing, via wire transfer of immediately available funds to an account or to the accounts designated in writing by Sellers to Buyer Group no later than two (as defined in Section 3.5); (v2) the Parts Purchase Price (as defined in Section 4.4); (vi) the Miscellaneous Inventories Purchase Price (as defined in Section 5.1); (vii) the Work in Progress Purchase Price (as defined in Section 5.3); and (viii) the Fixtures and Equipment Purchase Price (as defined in Section 5.4). The parties acknowledge that the New Vehicle Purchase Price, the Parts Purchase Price, the Miscellaneous Inventories Purchase Price and the Work in Progress Purchase Price will be based upon information contained in Schedule 3.1 and the Inventory (as defined in Section 4.1), both of which are to be completed and delivered Business Days prior to the Closing Date. The parties also acknowledge that adjustments to those categories For avoidance of Assets will have to be made after the Closing to reflect ordinary course increases or decreases in those assets between the time of delivery of such Schedule 3.1 and the Inventory and the Closing Dateany doubt, and that the related components of the Aggregate Purchase Price will have to shall be adjusted to reflect any such adjustments to those Assets. All paid by the Buyer Group by virtue of the foregoing adjustments (with appropriate payments by the parties) will be made Buyer Group paying, or assuming, as promptly as possible after the Closingapplicable, the parties hereby agreeing to cooperate with each other in making such adjustments. Each party will use the Aggregate Purchase Price and Liabilities allocation described in Schedule 2.2 hereto in all reporting to, and all tax returns filed with, the Internal Revenue Service and other state and local taxing authorities. The Seller and the Buyer will execute and deliver to each other at Closing a declaration under Section 1060 of the Internal Revenue Code of 1986, as amended (the "CODE"), in the form amounts set forth in the regulations promulgated thereunder, which declaration shall reflect the allocation on Schedule 2.2Sections 2.05(a-e) above.

Aggregate Purchase Price. (a) The aggregate purchase price (the "AGGREGATE INITIAL PURCHASE PRICE") to be paid for the Assets shall consist of the sum of (i) Thirteen Seventeen Million Seven Five Hundred Fifty Thousand Dollars ($13,750,00017,500,000), as the purchase price for the Business and the intangible assets included in the Assets (the "BUSINESS AND INTANGIBLE ASSETS PURCHASE PRICE"); (ii) the New Vehicle Purchase Price (as defined in Section 3.1); (iii) the Demonstrator Purchase Price (as defined in Section 3.2); (iv) the Used Vehicle Purchase Price (as defined in Section 3.5); (v) the Parts Purchase Price (as defined in Section 4.4); (vi) the Miscellaneous Inventories Purchase Price (as defined in Section 5.1); (vii) the Work in Progress Purchase Price (as defined in Section 5.3); and (viii) the Fixtures and Equipment Purchase Price (as defined in Section 5.4). The parties acknowledge that the New Vehicle Purchase Price, the Parts Purchase Price, the Miscellaneous Inventories Purchase Price and the Work in Progress Purchase Price will be based upon information contained in Schedule 3.1 and the Inventory (as defined in Section 4.1), both of which are to be completed and delivered prior to the Closing Date. The parties also acknowledge that adjustments to those categories of Assets will have to be made after the Closing to reflect ordinary course increases or decreases in those assets between the time of delivery of such Schedule 3.1 and the Inventory and the Closing Date, and that the related components of the Aggregate Initial Purchase Price will have to be adjusted to reflect any such adjustments to those Assets. All of the foregoing adjustments (with appropriate payments by the parties) will be made as promptly as possible after the Closing, the parties hereby agreeing to cooperate with each other in making such adjustments. Each party will use the Aggregate Purchase Price (as defined below) and Liabilities allocation described in Schedule 2.2 hereto in all reporting to, and all tax returns filed with, the Internal Revenue Service and other state and local taxing authorities. The Seller and the Buyer will execute and deliver to each other at Closing a declaration under Section 1060 of the Internal Revenue Code of 1986, as amended (the "CODE"), in the form set forth in the regulations promulgated thereunder, which declaration shall reflect the allocation on Schedule 2.2. (b) In addition to the Initial Purchase Price as hereinabove provided, the Buyer shall pay to the Seller an amount equal to Five Hundred Thousand Dollars ($500,000) (the "CONTINGENT PURCHASE PRICE" and sometimes referred to herein, together with the Initial Purchase Price, as the "AGGREGATE PURCHASE PRICE") in the event that the Business acquired pursuant to this Agreement (the "DEALERSHIP BUSINESS") generates Pre-Tax Profits (as defined in Section 2.8 below) of at least Four Million Five Hundred Thousand Dollars ($4,500,000) during the one (1) year period commencing on the later to occur of (i) January 1, 2000 and (ii) the first day of the calendar month immediately following the month during which the Closing shall occur.

Aggregate Purchase Price. (a) The aggregate purchase price for the Company Shares (as may be adjusted pursuant to Sections 1.02(b) through 1.02(h) and 1.05 hereof, the "AGGREGATE PURCHASE PRICEAggregate Purchase Price") to shall be paid for the Assets shall consist of the sum of (i) Thirteen Fifty Two Million Seven Hundred Fifty Eighty Five Thousand Dollars ($13,750,00052,085,000), which amount shall be payable as the purchase price for the Business and the intangible assets included follows: (i) Thirty Seven Thousand Five Hundred Dollars ($37,500) in the Assets cash (the "BUSINESS AND INTANGIBLE ASSETS PURCHASE PRICECash Portion"); ) payable to each Seller in immediately available funds by wire transfer at the Closing to an account designated by each Seller, (ii) Twenty Four Million Three Hundred Thirty Eight Thousand Three Hundred Thirty Three Dollars ($24,338,333) (the New Vehicle Purchase Price "Purchaser Common Stock Portion") payable to each Seller by delivery of newly issued shares (the "Non-Escrowed Shares") of common stock of the Purchaser, par value $0.01 per share (the "Purchaser Common Stock"), such Non- Escrowed Shares to be delivered to the Custodian (as defined in Section 3.12.02(d); ) on behalf of each Seller on the Closing Date, and (iii) Three Million Three Hundred Thirty Three Thousand Three Hundred Thirty Three Dollars ($3,333,333) (the Demonstrator Purchase Price "Escrowed Purchaser Common Stock Portion") payable by delivery of newly issued shares of Purchaser Common Stock (the "Escrowed Shares" and, together with the Non-Escrowed Shares, the "Shares") to the Escrow Agent (as defined in Section 3.22.11(a); ) on the Closing Date. The number of Non-Escrowed Shares and Escrowed Shares that will be deemed equivalent to the value of the Purchaser Common Stock Portion and Escrowed Purchaser Common Stock Portion, respectively, shall be determined by dividing the Purchaser Common Stock Portion and the Escrowed Purchaser Common Stock Portion, respectively, by the average closing price of Purchaser Common Stock for the ten (iv10) trading day period ending on the Used Vehicle Purchase Price trading day immediately prior to the Closing Date, such average price being referred to hereinafter as the "Determination Price". At the Closing, the Sellers shall deliver to the Purchaser all stock certificates evidencing the Company Shares duly endorsed in blank, or accompanied by stock powers duly endorsed in blank, in form satisfactory to the Purchaser and with all required stock transfer stamps affixed, together with such other customary documents as may reasonably be required by the Purchaser. The Escrowed Shares shall be held by the Escrow Agent on behalf of the Sellers and Sellers shall be entitled to receive the Escrowed Shares, or the proceeds thereof as contemplated hereby, subject to the satisfaction of the conditions set forth herein and in the Escrow Agreement (as defined in Section 3.52.11); . (vb) As soon as practicable after the Parts Purchase Price Determination Period (as defined below), but in Section 4.4); (vi) the Miscellaneous Inventories Purchase Price (as defined in Section 5.1); (vii) the Work in Progress Purchase Price (as defined in Section 5.3); and (viii) the Fixtures and Equipment Purchase Price (as defined in Section 5.4). The parties acknowledge that the New Vehicle Purchase Priceno event later than October 9, 2000, the Parts Purchase Price, the Miscellaneous Inventories Purchase Price and the Work in Progress Purchase Price will be based upon information contained in Schedule 3.1 and the Inventory (as defined in Section 4.1), both of which are to be completed and delivered prior to the Closing Date. The parties also acknowledge that adjustments to those categories of Assets will have to be made after the Closing to reflect ordinary course increases or decreases in those assets between the time of delivery of such Schedule 3.1 and the Inventory and the Closing Date, and that the related components of the Aggregate Purchase Price will have to be adjusted to reflect any such adjustments to those Assets. All of the foregoing adjustments (with appropriate payments by the parties) will be made as promptly as possible after the Closing, the parties hereby agreeing to cooperate with each other in making such adjustments. Each party will use the Aggregate Purchase Price and Liabilities allocation described in Schedule 2.2 hereto in all reporting to, and all tax returns filed with, the Internal Revenue Service and other state and local taxing authorities. The Seller and the Buyer will execute Purchaser shall prepare and deliver to each other at Closing a declaration under Section 1060 the Sellers an audited balance sheet for the Company as of the Internal Revenue Code of 1986June 30, as amended 2000 (the "CODEDetermination Time")) and related statements of income, changes in shareholder's equity and cash flows of the form set forth in Company (collectively, the regulations promulgated thereunder, which declaration shall reflect "Determination Financial Statements") for the allocation on Schedule 2.2.twelve month period ending

Aggregate Purchase Price. (a) The aggregate purchase price cash amount to be paid by the Purchaser at the Closing shall be Three Hundred Twenty Million Dollars ($320,000,000) minus the sum of (A) the amount of Net Debt, (B) the aggregate amount of all Seller Transaction Expenses to the extent not paid prior to the Closing Date that are due and payable on the Closing Date and (C) the aggregate Stock Option Adjustment Amounts (the "AGGREGATE PURCHASE PRICEPreliminary Purchase Price"); provided, however, one and one-half percent (1.5%) to be paid for the Assets shall consist of the sum of (ix) Thirteen Million Seven Hundred Fifty Thousand Dollars the Preliminary Purchase Price plus ($13,750,000)y) the aggregate Stock Option Adjustment Amounts (together, as the purchase price for the Business and the intangible assets included "Escrow Amount") shall be delivered to an escrow agent (which escrow agent shall be a bank or trust company with a branch located in the Assets (the "BUSINESS AND INTANGIBLE ASSETS PURCHASE PRICE"); (iiCity of New York) the New Vehicle Purchase Price (as defined in Section 3.1); (iii) the Demonstrator Purchase Price (as defined in Section 3.2); (iv) the Used Vehicle Purchase Price (as defined in Section 3.5); (v) the Parts Purchase Price (as defined in Section 4.4); (vi) the Miscellaneous Inventories Purchase Price (as defined in Section 5.1); (vii) the Work in Progress Purchase Price (as defined in Section 5.3); and (viii) the Fixtures and Equipment Purchase Price (as defined in Section 5.4). The parties acknowledge that the New Vehicle Purchase Price, the Parts Purchase Price, the Miscellaneous Inventories Purchase Price and the Work in Progress Purchase Price will be based upon information contained in Schedule 3.1 and the Inventory (as defined in Section 4.1), both of which are to be completed and delivered appointed prior to the Closing Date. The parties also acknowledge that adjustments by the Stockholders Representative, subject to those categories of Assets will have approval by the Purchaser, which approval shall not be unreasonably withheld or delayed, pursuant to an Escrow Agreement (the "Escrow Agreement") to be made after entered into by the Closing to reflect ordinary course increases or decreases in those assets between Purchaser, the time of delivery of such Schedule 3.1 Stockholders Representative and the Inventory Escrow Agent. Such Escrow Amount shall be held and the Closing Date, and that the related components of the Aggregate Purchase Price will have to be adjusted to reflect any such adjustments to those Assets. All of the foregoing adjustments (with appropriate payments disbursed by the parties) will be made as promptly as possible after escrow agent in accordance with the terms and conditions in this Article II and in the Escrow Agreement. Prior to the Closing, the parties hereby agreeing Stockholder Representative shall prepare a schedule (based upon the respective amounts payable to cooperate with each Seller net of any amount payable by such Seller hereunder, but assuming that individually and in the aggregate each holder of Rollover Options held a like number of Options that were not Rollover Options in lieu of the Rollover Options so held) setting forth the respective percentages of the aggregate Escrow Amount applicable to each Seller, which schedule shall be utilized to determine any distributions to Sellers from the Escrow Amount or any other in making such adjustments. Each party will use adjustments to the Aggregate Purchase Price and Liabilities allocation described in Schedule 2.2 hereto in all reporting to, and all tax returns filed with, corresponding payments to or by the Internal Revenue Service and other state and local taxing authorities. The Seller and the Buyer will execute and deliver to each other at Closing a declaration under Section 1060 of the Internal Revenue Code of 1986, as amended Sellers (the "CODEPro Rata Amount"). (b) As used herein, in the form "Net Working Capital Adjustment Amount" shall be the difference between the final Net Working Capital amount as set forth in the regulations promulgated thereunderFinal Statement minus the Target. In accordance with Sections 2.7 and 2.8, which declaration the Preliminary Purchase Price shall reflect be (1) increased by the allocation on Schedule 2.2Net Working Capital Adjustment Amount, if the Net Working Capital Adjustment Amount is a positive integral, or (2) decreased by the Net Working Capital Adjustment Amount, if the Net Working Capital Adjustment Amount is a negative integral. The Preliminary Purchase Price as so adjusted shall constitute the "Purchase Price."