AOAG Contributed Assets definition

AOAG Contributed Assets means all of the assets, properties, interests, rights and claims, whether tangible or intangible, real or personal, fixed or current, movable or immovable of AOAG (including, for the avoidance of doubt, the First Estimated Pension Closing Payment Amount, the Second Estimated Pension Closing Payment Amount (or, at the sole discretion of General Motors, a note (containing terms and conditions reasonably satisfactory to the Buyer including settlement before the Closing Date) issued by General Motors or an Affiliate of General Motors (guaranteed by General Motors) pursuant to Section 6.4(c)) and contractual arrangements to which AOAG is a party) at the Contribution Date other than the AOAG Excluded Assets, the Fincos Shares and the Shares of New AOAG, in each case held by AOAG.
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AOAG Contributed Assets means all of the assets, properties, interests, rights and claims, whether tangible or intangible, real or personal, fixed or current, movable or immovable of AOAG (including, for the avoidance of doubt, the First Estimated Pension Closing Payment Amount, the Second Estimated Pension Closing Payment Amount (or, at the sole discretion of General Motors, a note (containing terms and conditions reasonably satisfactory to the Buyer including settlement before the Closing Date) issued by General Motors or an Affiliate of General Motors (guaranteed by General Motors) pursuant to Section 6.4(c)) and contractual arrangements to which AOAG is a party) at the Contribution Date other than the AOAG Excluded Assets, the Fincos Shares and the Shares of New AOAG, in each case held by AOAG. “AOAG Contributed Liabilities” means all of the obligations and liabilities of AOAG, including any contingent or future obligation or liability originating from pre-AOAG Contribution facts or circumstances and which has not materialized on or prior to the Contribution Date (including, for the avoidance of doubt, contractual arrangements to which AOAG is a party and pension liabilities towards the current Employees of AOAG who have not validly objected to the transfer of their employment to New AOAG), except for the AOAG Excluded Liabilities. “AOAG Contribution” has the meaning set forth in Section 6.4(c). “AOAG Excluded Assets” means the assets and property of AOAG described on Exhibit G-1. “AOAG Excluded Liabilities” means the liabilities and obligations of AOAG described on Exhibit H-1. “AOAG Sale” has the meaning set forth in Section 6.4(b). “AOAG Sale Price” has the meaning set forth in Section 6.4(c).
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Examples of AOAG Contributed Assets in a sentence

  • Except for the representations and warranties set forth in this Article 4, neither General Motors nor any Seller makes any other express or implied representation or warranty to the Buyer in relation to the Shares, the AOAG Contributed Assets, the Transferred Assets, the AOAG Contributed Liabilities, the Transferred Liabilities, General Motors, the Sellers, the Target Group Companies and the Controlled Dealership Entities.

  • The Buyer acknowledges that certain consents and waivers with respect to the AOAG Contributed Assets and Transferred Assets to New AOAG and the Buyer (or the relevant Buyer Designee), respectively, may be required from Third Parties and that such consents and waivers may not be obtained prior to Closing and are not themselves conditions to the consummation of the transactions contemplated under this Agreement.

  • Should, despite such efforts, a VAT become payable in connection with transactions contemplated by this Agreement in relation to the AOAG Contributed Assets and the AOAG Contributed Liabilities transferred to the Buyer (or Buyer Designee), Section 8.4(a) of this Agreement shall apply mutatis mutandis.

  • With respect to the AOAG Contributed Assets and AOAG Contributed Liabilities, it is further stipulated that in case that the rules of the transfer of a going concern are not applied by a Tax Authority, AOAG hereby elects to apply VAT with respect to the German situs real estate as part of the AOAG Contributed Assets being sold by AOAG and acquired by New AOAG and New AOAG shall bear such VAT.

Related to AOAG Contributed Assets

  • Contributed Assets shall have the meaning as set forth in Section 2.2.

  • Transferred Assets has the meaning set forth in Section 2.1.

  • Contributed Interests has the meaning set forth in the recitals.

  • Acquired Assets has the meaning set forth in Section 2.1.

  • Contributed Property means each property or other asset, in such form as may be permitted by the Delaware Act, but excluding cash, contributed to the Partnership. Once the Carrying Value of a Contributed Property is adjusted pursuant to Section 5.5(d), such property shall no longer constitute a Contributed Property, but shall be deemed an Adjusted Property.

  • Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.

  • Purchased Assets has the meaning set forth in Section 2.1.

  • Conveyed Assets shall have the meaning set forth in Section 2.01.

  • Contributed Capital at any time, the aggregate amount which shall theretofore have been received by the Borrower as a contribution to its capital or as consideration for the issuance of partnership interests in the Borrower; Contributed Capital shall in any event exclude the proceeds of any Specified Affiliate Debt and any Restricted Equity.

  • Midstream Assets means (i) assets used primarily for gathering, transmission, storage, processing or treatment of natural gas, natural gas liquids or other hydrocarbons or carbon dioxide and (ii) equity interests of any Person that has no substantial assets other than assets referred to in clause (i).

  • Seller Entities means, collectively, Seller and all Seller Subsidiaries.

  • Retained Assets has the meaning set forth in Section 2.2.

  • Partnership Assets means all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all partnership capital and interest in other partnerships), at any time owned by any Pledgor or represented by any Partnership Interest.

  • Divestiture Assets means all of Defendants’ rights, titles, and interests in and to:

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

  • Sale Assets is defined in Section 5.2(a)(ii).

  • Transferred Real Property shall have the meaning set forth in Section 1.2(a)(vii).

  • Contributors has the meaning set forth in the initial paragraph hereof.

  • Subject Assets is defined in Section 2.2(c).

  • Business Assets means all tangible and intangible property and assets owned (either directly or indirectly), leased, licensed, loaned, operated or used, including all real property, fixed assets, facilities, equipment, inventories and accounts receivable, by the Corporation and the Subsidiaries in connection with the Business;

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Taxable value per membership pupil means each of the following divided by the district’s membership:

  • Transferred Business has the meaning ascribed to such term in the Separation Agreement.

  • Defined Contribution Plan A retirement plan which provides for an individual account for each participant and for benefits based solely on the amount contributed to the participant's account, and any income, expenses, gains and losses, and any forfeitures of accounts of other participants which the plan may allocate to such participant's account. The Advisory Committee must treat all defined contribution plans (whether or not terminated) maintained by the Employer as a single plan. Solely for purposes of the limitations of Part 2 of this Article III, the Advisory Committee will treat employee contributions made to a defined benefit plan maintained by the Employer as a separate defined contribution plan. The Advisory Committee also will treat as a defined contribution plan an individual medical account (as defined in Code Section 415(l)(2)) included as part of a defined benefit plan maintained by the Employer and, for taxable years ending after December 31, 1985, a welfare benefit fund under Code Section 419(e) maintained by the Employer to the extent there are post-retirement medical benefits allocated to the separate account of a key employee (as defined in Code Section 419A(d)(3)).

  • Designated Assets means any property or assets (including Capital Stock of any Subsidiary) of Holdings, the Restricted Parent, the Issuer and their respective Restricted Subsidiaries constituting a business, a line or unit of a business or used in operating a business substantially as an entirety.

  • JV means Joint Ventures