Assets Sellers definition

Assets Sellers means the Belgian Assets Sellers and the Swiss Assets Seller and either of them, an “Assets Seller”.
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Assets Sellers means the Belgian Assets Sellers and the Swiss Assets Seller and either of them, an “Assets Seller”. “Autoco Contributed Entities Perimeter” means the AOAG Contributed Assets and the AOAG Contributed Liabilities, the Transferred Assets and the Transferred Liabilities, the Autocos and the Controlled Dealership Entities. “Autoco Financial Statements” means the balance sheet, income statement and statement of cash flows of the GM Europe automotive segment derived from General Motors Company’s 10-K as filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2016. “Autoco Special Purpose Financial Schedules” has the meaning set forth in Section 4.8(a). “Autocos” means the companies identified as such in Exhibit 4.4(a); provided, that “Autocos” shall not include Dealership Entities or Minority Entities. “Autocos Base Value” has the meaning set forth in Section 2.5(b). “Autocos Purchase Price” has the meaning set forth in Section 2.5. “Autocos Shares” means the equity interests held by the Sellers in the Autocos. “Basis of Preparation” is described in Exhibit A. “Belgian Active Plan Members” means current employees of the Belgian Assets Sellers who are active plan members (actieve aangeslotenen) within the meaning of Article 3, §1, 8° of the Belgian Law of April 28, 2003 on Supplementary Pensions (Wet betreffende de aanvullende pensioenen en het belastingstelsel van die pensioenen en van sommige aanvullende voordelen inzake sociale zekerheid) of the Belgian Assets Sellers’ Pension Plans. “Belgian Assets Sellers” means General Motors Belgium NV and GM Automotive Services Belgium NV, and either of them a “Belgian Assets Seller”. “Belgian Dealership Business” has the meaning set forth in Exhibit 6.4(g). “Belgian Excluded Assets” means the assets and property of the Belgian Assets Sellers described on Exhibit G-2. “Belgian Excluded Tax Asset” has the meaning set forth in Exhibit G-2.
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Assets Sellers shall have the meaning set forth in the recitals to this Agreement.
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Examples of Assets Sellers in a sentence

  • In addition, if any of the proposed activities may unreasonably interfere with normal operation of the Assets, Sellers may request a reasonable modification of the proposed Invasive Activity.

  • All of Seller=s right, title and interest in the Purchased Assets (or in the case of any leased or licensed Purchased Assets, Seller=s rights under such leases or licenses) shall be transferred to Buyer or its designee at Closing free and clear of all Liens other than Permitted Liens.

  • If, after the Closing Date, Sellers shall receive payment from any account debtor with respect to any Accounts Receivable included in the Purchased Assets, Sellers shall immediately deliver such funds or assets to Buyer and take all steps necessary to vest title to such funds or assets in Buyer.

  • Each of the PCB Business Assets Sellers, CIT and CTL maintains insurance in respect of the PCB Business covering such risks, in such amounts, with such terms and with such insurers as it has determined are appropriate and consistent with industry practice.

  • In furtherance of Sellers’ right to retain those assets described in clause (a)(iii) of the definition of Excluded Assets, Sellers shall be entitled to receive from Buyer all refunds (or credits for overpayments) of Retained Taxes, including any interest paid thereon, by a Governmental Authority, net of any costs, fees, expenses or Taxes incurred in obtaining such refunds (or credits).

  • Each of PCB Business Assets Sellers has good and valid title to all the tangible property and equipment owned by it and included in the PCB Business Assets and not in violation hereof, in each case free and clear of all Encumbrances other than Permitted Encumbrances.

  • Each of CIT and CTL owns and operates all of its business in compliance with all applicable Environmental Laws (b) each of the PCB Business Assets Sellers holds and is in compliance with all Licenses required under applicable Environmental Laws to operate the PCB Business as presently conducted by it.

  • Each of the PCB Business Assets Sellers, CIT and CTL that is or will be a party to any of the Transaction Agreements has all requisite corporate power and authority to enter into and deliver the Transaction Agreements to which it is or will be a party, to perform its obligations hereunder and thereunder, and to consummate the Transactions.

  • Except as disclosed in Schedule 4.17: (a) each of the PCB Business Assets Sellers owns and operates the PCB Business in compliance with all applicable Environmental Laws.

  • 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).

Related to Assets Sellers

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

  • Sellers has the meaning set forth in the preamble.

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

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

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

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

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

  • Transferred Entities means the entities set forth on Schedule 1.9.

  • Target Companies means the Target and its Subsidiaries.

  • Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.

  • Seller has the meaning set forth in the Preamble.

  • Seller Parent has the meaning set forth in the Preamble.

  • Seller Parties has the meaning set forth in the preamble to this Agreement.

  • Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.

  • Seller’s Group means the Seller and any company which is, on or after the date of this Agreement, a subsidiary or holding company of the Seller or a subsidiary of a holding company of the Seller, and excludes, for the avoidance of doubt, any Group Company, and "Seller's Group Company" shall be construed accordingly.

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

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

  • Seller Affiliates has the meaning assigned to such term in Section 2.7.1;

  • 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;

  • Buyer has the meaning set forth in the preamble.

  • Other Sellers shall have the meaning set forth in Section 10.4.

  • Buyer Parties means Buyer, its Affiliates, their members, officers, directors, employees, agents, representatives, successors, and assigns.

  • Seller Affiliate means any Affiliate of Seller.

  • Acquired Entities means the Company and the Acquired Subsidiaries.

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

  • Transferred Subsidiaries shall have the meaning set forth in the Recitals.