Ford. The Ford Agreement shall be reasonably acceptable to Requisite Investors, and nothing in the Ford Agreement shall be inconsistent with this Agreement or the Rights Offering Sub-Plan. The Ford Agreement shall remain in full force and effect and shall not have been rescinded, terminated, challenged or repudiated by any party thereto and shall not have been amended or modified in any material respect. None of the parties to the Ford Agreement shall have been in material breach of any of their respective covenants and agreements contained in the Ford Agreement.
Ford. Ford Motor Company, a Delaware corporation with its principal office in Dearborn, Michigan, and its successors and assigns.
Ford. Ford denies and continues to deny any wrongdoing or legal liability arising out of any of the allegations, claims and contentions made against Ford in Xxxxxxxx I or Xxxxxxxx II and in the course of the negotiation of the MOU or this Settlement Agreement. Neither the MOU, nor any disputes or discussions between Ford and the UAW with respect to health care benefits or entry into this Settlement Agreement occurring on or after January 1, 2007, nor this Settlement Agreement, nor any document referred to or contemplated herein, nor any action taken to carry out this Settlement Agreement, nor any retiree health care benefits provided hereunder or any action related in any way to the ongoing administration of such retiree health care benefits (collectively, the “Settlement Actions”) may be construed as, or may be viewed or used as, an Admission by or against Ford of any fault, wrongdoing or liability whatsoever, or as an Admission by Ford of the validity of any claim or argument made by or on behalf of the UAW, Active Employees, the Class or the Covered Group, that retiree health benefits are vested. Without limiting in any manner whatsoever the generality of the foregoing, the performance of any Settlement Actions by Ford may not be construed, viewed or used as an Admission by or against Ford that, following the termination of the Xxxxxxxx I Settlement Agreement, it does not have the unilateral right to modify or terminate retiree health care benefits.
Ford. With regard to Ford, the UAW and the Class, this Settlement Agreement: (i) resolves and settles all claims that arise in connection with Xxxxxxxx II; (ii) resolves and settles all claims, motions and other issues pertaining to or remaining in Xxxxxxxx I; (iii) amends, supersedes or otherwise supplants the settlement agreement, dated February 13, 2006, approved in Xxxxxxxx I (“Xxxxxxxx I Settlement Agreement”); and (iv) provides the basis upon which the judgment entered July 13, 2006 in Xxxxxxxx I shall be satisfied, superseded or amended as necessary to give full force and effect to the terms of this Settlement Agreement. This Settlement Agreement also resolves and settles any and all claims for Ford contributions to the Existing External VEBA, and provides for the termination of the Existing External VEBA and the transfer of all assets and liabilities of the Existing External VEBA to the New VEBA. However, except as otherwise specifically set forth herein, nothing in this Settlement Agreement is intended to alter the eligibility provisions of the Ford Retiree Health Plan or to provide Ford contributions or benefits to individuals who are not otherwise entitled to such under the Ford Retiree Health Plan. This Settlement Agreement is subject to approval by the Court and the parties shall request that the Court incorporate the entirety of this Settlement Agreement in the Amendment Approval Order. In the event of an inconsistency between this Settlement Agreement and any prior agreements or documents, including the Memorandum of Understanding Post-Retirement Medical Care dated November 3, 2007 (“MOU”), 2008 Settlement Agreement or the Term Sheet dated February 23, 2009, as amended on June 23, 2009 (the “VEBA Term Sheet”), this Settlement Agreement shall control. In the event of an inconsistency between the body of this Settlement Agreement and the Exhibits hereto, this Settlement Agreement shall control, unless explicitly stated otherwise in this Settlement Agreement. This Settlement Agreement recognizes and approves on the basis set forth herein: (i) the amendment of the Ford Retiree Health Plan to terminate coverage for and exclude from coverage the Class and the Covered Group; (ii) the transfer of the assets of the Existing Internal VEBA to the New VEBA; (iii) the termination of participation by the Class and the Covered Group under the Existing Internal VEBA; (iv) the termination of the Existing External VEBA in conjunction with the establishment of the N...
Ford. Ford is a manufacturer or distributor of light-duty motor vehicles for sale throughout the United States that are or may be subject to regulation by the United States Environmental Protection Agency (“EPA”), the National Highway Traffic Safety Administration (“NHTSA”), CARB, and the Section 177 States. Definitions
Ford. ▪ Ford 4 speed transmissions accounted for approximately 64% of 2005 production based on the May IM disclosures. Given the loss of SsangYong business, Ford’s 4 speed business accounted for approximately 84% of ION Transmissions' production in the revised December forecasts. The Ford relationship was a long standing cornerstone of ION Transmissions and the 4 speed transmission contract was fundamental to the business. ▪ Xxxx’s demand for 4 speed transmission was anticipated to run off at the end of 2008. ▪ ION Transmissions’ strategies to manage the loss of the Ford 4 speed business were to win the Ford 6 speed transmission business and increase its product offer to include differentials and transfer cases. ▪ ION Transmissions never submitted a formal quote for the 6 speed contract, although it did make a presentation to Ford. In May 2004 Ford advised ION Transmissions that the ION Transmissions’ product was not suitable for Ford vehicles and that, in any event, Ford believed that ION Transmissions was unable to deliver in the required timeframe. ▪ On 23 August 2004, Xxxx cancelled a planned test drive of the 6 speed transmission consistent with its earlier advice to ION Transmissions. ▪ On 9 September 2004, ION Transmissions’ senior management met with Xxxx and were told that Xxxx had decided not to proceed with ION Transmissions as a transmission supplier beyond 2008. The ION Transmissions’ senior management at the meeting have told KPMG Forensic that they immediately advised Xx Xxxxx and Xx Xxxxxxxxx. ▪ The 6 speed transmission decision did not directly affect the EBIT forecasts in the May IM (and July IM and August update) since production would not have commenced until 2008. However, the loss of Xxxx’s business was material to the economics of the expansion plans to produce 6 speed transmissions and to the future of the business beyond 2008. One of the bankers interviewed by KPMG Forensic had noted ION Limited's representations as to the long term continuity of Ford transmission business as part of its credit approval review process. ▪ At least some members of the board of ION Limited were aware of Xxxx’s decision prior to the execution of the MOFA on 16 September 2004 and on 22 September 2004 the board determined not to disclose Ford’s decision to the market. Ford representatives interviewed by KPMG Forensic advised they were surprised that the matter had not been announced to the ASX as they believed it to be material. ▪ Further, on 2 December 2004 w...
Ford. Credit shall, and shall cause each of its finance subsidiaries to, conduct its business, including its finance and lease business, in a prudent and commercially reasonable manner, including maintaining and adhering to credit risk underwriting standards for finance and lease receivables and residual assumptions for lease receivables it acquires or originates that are consistent with industry standards. Ford shall not, nor shall it permit any Automotive Affiliate to, require Ford Credit or any of its subsidiaries to accept credit or residual risk beyond what it would be willing to accept acting in a prudent and commercially reasonable manner. For avoidance of doubt, acquisition or origination of finance or lease receivables having terms that are not market-based shall be considered to be prudent and commercially reasonable if subsidies (in the form of interest rate subvention payments, guarantees, residual risk sharing arrangements or otherwise) are provided by Ford or an Automotive Affiliate in an amount sufficient to assure that Ford Credit or a finance subsidiary of Ford Credit, as the case may be, will receive the economic benefits of such receivables as if they had been acquired or originated on market-based terms. Notwithstanding the foregoing, in recognition of the fact that Ford uses Ford Credit as the exclusive provider of financial services for special retail and lease programs to support the sale of products manufactured by Ford and other Automotive Affiliates, it is understood that it would be commercially reasonable and prudent for Ford Credit to accept, to a limited extent, higher levels of credit risk than it might otherwise accept in order to continue as the exclusive provider of financial services to Ford and the other Automotive Affiliates with respect to such programs.
Ford in its sole discretion, may extend the first installment of principal due hereunder with respect to any item of the Merchandise on a month-to-month basis, and the failure of Ford to demand the same when due shall be deemed to be a one month extension of such installment. Any extension of the first installment of principal to the first day of a succeeding month shall automatically extend the due date for the second installment to the first day of the second month following the extended due date for the first installment. Any such extension, however, shall not obligate Ford to grant an extension in the future or waive its right to demand payment when due, and nothing herein shall be deemed a waiver of Dealer's obligation, hereby confirmed, to pay the first installment of principal on the date on which the item of the Merchandise is sold, leased or placed in use by Dealer and the second installment of principal on the first day of the second month following the month in which the item of the Merchandise is sold, leased or placed in use by Dealer notwithstanding that demand therefore has not been made.
Ford. (Trash Truck). . . . . . . S/N 83301 2. 1985. . . Ford . . . (Trash Truck). . . . . . . S/N 08760 3. 1988. . . Dodge. . . (
