Dealership Entities definition

Dealership Entities means the dealers and distributors of Opel vehicles listed on Exhibit 4.4(c), and each such dealer or distributor a “Dealership Entity”.

Dealership Entities means the dealers and distributors of Opel vehicles listed on Exhibit 4.4(c), and each such dealer or distributor a “Dealership Entity”. “Degrouping Taxation” means any Tax arising as a result of any Target Group Company ceasing to be a member of a group or other association for Tax purposes with the relevant Seller or other Sellers’ Retained Group Company. “Delayed Entities” has the meaning set forth in Section 10.2(c). “Derivative Transaction” means any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction or collar transaction relating to one or more currencies, commodities, bonds, equity securities, loans, interest rates, catastrophe events, weather‑related events, credit‑related events or conditions or any indices, or any other similar transaction (including any option with respect to any of these transactions) or combination of any of these transactions, including collateralized mortgage obligations or other similar instruments or any debt or equity instruments evidencing or embedding any such types of transactions, and any related credit support, collateral or other similar arrangements related to such transactions. “Disadvantaged Person” has the meaning set forth in Section 8.3(k). “Disputed Items Notice” has the meaning set forth in Section 3.1(b). “Dormant Entities” means the entities that are marked with (*) on Exhibit 4.4(a), Exhibit 4.4(b), Exhibit 4.4(c) and Exhibit 4.4(d). “DPLA” and “DPLAs” have the meaning set forth in Section 8.3(a). “Dutch Xxxxx” means GMAC Nederland N.V. “Earning Assets” means, with respect to any Xxxxx or Fincos, the finance receivables and loans, net plus the leased vehicles, net plus the Restricted Cash, in each case of such Xxxxx or Fincos. “Effective Date” has the meaning set forth in Section 8.3(c). “Employee Benefit Plans” has the meaning set forth in Section 4.12(d). “Employee Matters” means any matters relating to Employees other than Tax matters relating to such Persons and any matters relating to the retirement benefits of such Persons under applicable Law or a Pension Plan. “Employees” means any of (i) the former and current employees of AOAG and the Assets Sellers as well as (ii) the former and current employees, legal representatives, directors and officers of any Target Group Company or any Controlled Dealership Entity.

Examples of Dealership Entities in a sentence

• For the avoidance of doubt, nothing herein shall require General Motors to share the Tax Returns (or other confidential information) or part of the Tax Returns, in each case not related to the Target Group Companies or Controlled Dealership Entities of Sellers’ Retained Group Companies (or for Assets Sellers, not related to the Transferred Assets).

• Except as set forth on Exhibit 4.4(c), the shares held directly or indirectly by the Sellers in the Dealership Entities are owned free and clear of any Encumbrances and have been properly and validly allotted, issued, fully paid, have not been repaid and, where applicable, are non‑assessable.

• You have selected a number of clients including Zodacom Mobile Ltd (ZML).

• General Motors, AOAG, the Assets Sellers, the Sellers, the Target Group Companies, the Controlled Dealership Entities, their Representatives, or any current or former employee are not on any government restricted parties list.

• 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.

• Klub Group Limited, trading as PSA Academies, cannot be held liable for any medical expenses incurred as a result of injuries incurred within our programme delivery.

• A true and complete list of the Employee Benefit Plans (except those that are not material and except for those maintained and operated by the Controlled Dealership Entities) is set forth on Exhibit 4.12(d).

• The applicable Tax return shall be prepared in accordance with the Independent Expert’s determination, unless General Motors determines that another position shall be followed (in which case, any incremental Taxes payable by or imposed on the Target Group Companies or the Controlled Dealership Entities in respect of the Post-Closing Straddle Period through a reassessment and as a result of such position will constitute an Indemnified Tax as indicated in clause (vi) of the definition of Indemnified Taxes).

• Exhibit 4.6(b) sets forth all real property, land and building leased by AOAG, the Assets Sellers, the Target Group Companies and the Controlled Dealership Entities (the “ Leased Real Property” and, together with the Owned Real Property, the “Real Property”).