New AOAG definition

New AOAG means Opel Service GmbH.

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New AOAG means Opel Automobile GmbH (formerly Opel Service GmbH).

New AOAG means Opel Automobile GmbH (formerly Opel Service GmbH). “Opel Wien Bond” means the bond referred to in Exhibit 6.4(a)(ii)(7).

Examples of New AOAG in a sentence

• 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.

• 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).

• Notwithstanding anything to the contrary contained herein, following the Closing, no Sellers’ Retained Group Company shall have any obligation to continue to provide the Buyer, New AOAG or any Target Group Company with any financial support, including but not limited to funding, loans or purchasing subsidies.

• The cross-licenses under the Cross-License Agreement shall have a greater duration than is set forth in Section 12.3(a) through Section 12.3(d) and reasonably take into account (i) the requirements of the business of New AOAG and the Target Group Companies as planned to be conducted in accordance with the Ancillary Agreements, (ii) the requirements of General Motors’s retained business and (iii) the Parties’ mutual goal of an orderly cessation of each Party’s use of the other Party’s trademarks.

• 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.

• 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.

• New AOAG will be the sole and rightful owner of the O Trademarks on or immediately following the Closing.

• 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.

• 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.

More Definitions of New AOAG

New AOAG means Opel Service GmbH. “New AOAG Additional Value” has the meaning set forth in Section 6.4(e). "New AOAG Shares Price" has the meaning set forth in Section 6.4(c). “Non‑Transferred Asset” has the meaning set forth in Section 12.6(a). “Notice of Objections” has the meaning set forth in Section 8.6. “O Trademarks” has the meaning set forth in Section 4.13(l). “OECD Convention” has the meaning set forth in Section 4.10(e). “OECD Guidelines” has the meaning set forth in Section 14.7(a). “Opel Group Merger” has the meaning set forth in Exhibit 6.4(a)(ii). “Organschaft” has the meaning set forth in Section 8.3(a). “Other Excluded Liabilities” means the liabilities and obligations described on Exhibit H-5. “Owned Real Property” has the meaning set forth in Section 4.6(a). “Parties” and “Party” has the meaning set forth in the Preamble. “Pension Closing Payment Amounts” means the First Pension Closing Payment Amount, the Second Pension Closing Payment Amount, the Third Pension Closing Payment Amount and the Fourth Pension Closing Payment Amount and any of them a “Pension Closing Payment Amount”. “Pension Dispute Notice” has the meaning set forth in Section 3.2(c). “Pension Fund” has the meaning set forth in Section 6.9(e).