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

• 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”).

• 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.

• After giving effect to the Reorganization Transactions and except for investments of assets, directly or indirectly in marketable securities, AOAG and the Assets Sellers will not have any direct or indirect ownership interest of any kind in any Person other than the Target Group Companies, the Minority Entities and the Dealership Entities.

• Except as set forth on Exhibit 4.9(b), neither AOAG, any of the Assets Sellers, any of the Target Group Companies nor any of the Controlled Dealership Entities is in default or material violation under any judgment (including any arbitral award or decisions delivered by an alternative dispute resolution body) or Governmental Order.

• 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.

• 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).

• There are no and during the past 3 years have been no contracts, agreements or other transactions between any of General Motors, AOAG, the Assets Sellers, the Sellers, the Target Group Companies, the Controlled Dealership Entities and their Representatives, on the one hand, and any Sanctioned Country or any territory or any Person in those Sanctioned Countries or territories, on the other hand, that violate the Laws of the United States, the European Union or other applicable jurisdictions.

• 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.

• Except as set forth in Exhibit 4.13(c), (i) the conduct by AOAG, the Assets Sellers, the Target Group Companies and the Controlled Dealership Entities of their businesses does not infringe or otherwise violate material Intellectual Property of any Third Party and (ii) to the Knowledge of General Motors, no Third Party is infringing or otherwise violating any material Group Intellectual Property.