Examples of New AOAG in a sentence
The Parties shall prior to the Closing cooperate and use best efforts to have AOAG replaced by New AOAG as the manufacturer (within the meaning of Article 3, No. 27 of Directive 2007/46/EC and its implementing legislation for all vehicles bearing the Opel/Vauxhall badge).
New AOAG will be the sole and rightful owner of the O Trademarks on or immediately following the Closing.
Immediately following the Contribution Date, AOAG and General Motors shall initiate the process for the election and the appointment of 10 employees’ representatives in the supervisory board of New AOAG in accordance with German co-determination laws.
For the avoidance of doubt, General Motors shall not determine an effective tax date which would result in any Tax liability for the Buyer, any of its Affiliate, New AOAG or any of the Target Group Company or controlled Dealership entity for a Post-Closing Tax Period.
Further, General Motors shall procure that New AOAG will accede to all company collective bargaining agreements (Firmentarifverträge) between AOAG and Industriegewerkschaft IG Metall prior to the Closing Date.
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.
The Cross-License Agreement shall also extend the benefits of trademark co-existence or consent agreements that a Sellers’ Retained Group Company, on the one hand, or AOAG, an Assets Seller or a Target Group Company, on the other hand, as applicable have entered into with Third Parties with respect to trademarks to be owned by New AOAG and the Target Group Companies or the Sellers’ Retained Group Companies, as applicable, following the Closing in accordance with the terms of this Agreement.
At the same time, the Buyer shall provide such information to General Motors that is available to New AOAG but not available to AOAG.
The Buyer represents and warrants that after the Closing Date New AOAG will remain VAT taxable person and will operate and not merely liquidate the transferred going concern after the Closing Date.
Any interest, penalty, surcharge or other addition assessed by a Tax Authority in connection with such VAT shall be shared and borne equally by AOAG and New AOAG except in the event that such interest, penalty, surcharge or other addition arises out of the Buyer’s representations and warranties in this Section being untrue or inaccurate, in which event such interest, penalty, surcharge or other addition shall be borne by New AOAG, in each case alone.