AOAG definition

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AOAG means Adam Opel GmbH (formerly Adam Opel AG).

AOAG means Adam Opel AG, a German Aktiengesellschaft with registered number HRB 89558 (Amtsgericht Darmstadt) whose registered office is at Bahnhofsplatz, 65423 Rüsselsheim am Main; it being provided that as of the date of this Agreement, AOAG is in the process of being converted into a German Gesellschaft mit beschränkter Haftung and any reference to AOAG includes such company as converted.

Examples of 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.
Without undue delay, however, in no event later than 30 days after the date hereof, General Motors shall, or cause AOAG to, furnish Buyer with a draft of such notice and any information which is required to fulfil the information obligations vis-à-vis the current employees of AOAG under this Section 7.1(a).
General Motors shall procure that effective as of the expiry of the relevant Closing Date (24:00 hrs), any domination and/or profit and loss pooling agreements entered into between AOAG, on the one hand, and any of the German Target Group Companies, on the other hand (the “DPLAs”, and each a “DPLA”), shall be terminated and shall be of no further effect.
With respect to any Pre‑Closing Matters, General Motors shall and shall cause AOAG and its Affiliates to make and pursue claims in a reasonably diligent manner and in good faith for the benefit of the Buyer and the Target Group Companies under the Sellers’ Insurance to the extent coverage and limits are available under such Sellers’ Insurance, subject to the Buyer or the Target Group Companies paying any applicable deductible or excess in connection therewith.
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).
Any such profit of an Autoco transferred to AOAG shall be deemed to be Closing Financial Debt, and conversely, any loss of an Autoco so covered by AOAG shall be deemed to be Closing Cash.
General Motors and the Buyer agree that the values that shall be used for the purposes of the RETT Notification Obligation shall, to the extent permissible under applicable Law, be consistent with those retained for the purposes of the AOAG Contribution or the AOAG Sale, as applicable.
Reciprocally, General Motors shall pay to the Buyer (or the relevant Buyer Designee) an amount equal to any Tax assessed on the Buyer or any Affiliate of the Buyer (including, after Closing, any Target Group Company) to the extent that such Tax is primarily a liability of General Motors, AOAG (to the extent it constitutes an Excluded Liability), a Seller or any other Sellers’ Retained Group Company.
The transition committee shall meet physically or by teleconference at least monthly (except as otherwise decided by the transition committee) to discuss matters related to the Ancillary Agreements and, subject to applicable antitrust Laws, the transition planning related to the transfer of the businesses of AOAG, the Assets Sellers and the Target Group Companies, as contemplated herein by this Agreement.
General Motors shall, or cause AOAG to, consult with Buyer in good faith regarding the content of such notice.

More Definitions of AOAG

AOAG means ▇▇▇▇ Opel AG, a German Aktiengesellschaft with registered number HRB 89558 (Amtsgericht Darmstadt) whose registered office is at ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇; it being provided that as of the date of this Agreement, AOAG is in the process of being converted into a German Gesellschaft mit beschränkter Haftung and any reference to AOAG includes such company as converted. “AOAG Contributed Assets” means all of the assets, properties, interests, rights and claims, whether tangible or intangible, real or personal, fixed or current, movable or immovable of AOAG (including, for the avoidance of doubt, the First Estimated Pension Closing Payment Amount, the Second Estimated Pension Closing Payment Amount (or, at the sole discretion of General Motors, a note (containing terms and conditions reasonably satisfactory to the Buyer including settlement before the Closing Date) issued by General Motors or an Affiliate of General Motors (guaranteed by General Motors) pursuant to Section 6.4(c)) and contractual arrangements to which AOAG is a party) at the Contribution Date other than the AOAG Excluded Assets, the Fincos Shares and the Shares of New AOAG, in each case held by AOAG. “AOAG Contributed Liabilities” means all of the obligations and liabilities of AOAG, including any contingent or future obligation or liability originating from pre-AOAG Contribution facts or circumstances and which has not materialized on or prior to the Contribution Date (including, for the avoidance of doubt, contractual arrangements to which AOAG is a party and pension liabilities towards the current Employees of AOAG who have not validly objected to the transfer of their employment to New AOAG), except for the AOAG Excluded Liabilities. “AOAG Contribution” has the meaning set forth in Section 6.4(c). “AOAG Excluded Assets” means the assets and property of AOAG described on Exhibit G-1. “AOAG Excluded Liabilities” means the liabilities and obligations of AOAG described on Exhibit H-1. “AOAG Sale” has the meaning set forth in Section 6.4(b). “AOAG Sale Price” has the meaning set forth in Section 6.4(c).

AOAG means ▇▇▇▇ Opel GmbH (formerly ▇▇▇▇ Opel AG).