AIA Group definition
Examples of AIA Group in a sentence
In respect of all Security Entitlements to Securities issued by AIA Group Limited or MetLife owned by the AIA SPV or the ALICO SPV, as the case may be, and all Securities Accounts to which such related Financial Assets are credited, the Securities Intermediary’s jurisdiction (determined as provided in UCC Section 8-110(e)) will at all times be located in the State of New York.
Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change, to the knowledge of the Parent, no other Person is infringing, diluting, misappropriating or violating, nor has any member of the AIA Group sent any written communications since January 1, 2007 alleging that any Person has infringed, diluted, misappropriated or violated, any of the Proprietary Rights owned by any AIA Group Member.
Each Material Contract is a valid and binding obligation of each of the AIA Group Member(s) (as applicable) that is party thereto and, to the knowledge of the Parent, each other party to such Material Contract, except for such failures to be valid and binding as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Change.
No member of the AIA Group is subject to any material Order in a Material Jurisdiction and, to the knowledge of the Parent, in any jurisdiction (other than a Material Jurisdiction).
At Parent’s written direction, the Purchaser shall make, or cause to be made, an election under Section 338(g) of the Code, with respect to each AIA Group Member specified in such written direction in connection with the transactions contemplated by this agreement.
To the knowledge of the Parent, no AIA Group Member is in default under or the subject of a proceeding for suspension or revocation of, and, to the knowledge of the Parent, no condition exists that with notice or lapse of time or both would constitute a default under, or basis for suspension or revocation of, any Permit.
No AIA Group Member has any obligations or liabilities (whether or not contingent) under or in connection with any stock lending agreements or arrangements which are no longer outstanding but under which obligations or liabilities (whether or not contingent) exist or may arise.
To the knowledge of the Parent, each AIA Group Member has complied in all respects and is not in default or violation of, and no AIA Group Member is, to the knowledge of the Parent, under investigation with respect to or has been threatened to be charged with or given notice of any violation of, any applicable Law, other than such noncompliance, defaults or violations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change.
Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change, the AIA Group Members (as applicable) hold all leased real property that requires minimum annual lease payments of at least $5 million per year under valid and enforceable leases with no exceptions (other than Permitted Liens) that would interfere with the use made or to be made thereof by them.
The AIA Group Members (as applicable) have good and marketable title (or the equivalent in the applicable jurisdiction) to all real properties with a minimum estimated fair market value of at least $50 million that are owned by them, in each case free from liens, encumbrances, claims and defects (other than Permitted Liens) that would affect the value thereof or interfere with the use made or to be made thereof by them.