AOAG Contributed Liabilities definition

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.
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Examples of AOAG Contributed Liabilities in a sentence

  • Except for the representations and warranties set forth in this Article 4, neither General Motors nor any Seller makes any other express or implied representation or warranty to the Buyer in relation to the Shares, the AOAG Contributed Assets, the Transferred Assets, the AOAG Contributed Liabilities, the Transferred Liabilities, General Motors, the Sellers, the Target Group Companies and the Controlled Dealership Entities.

  • Notwithstanding the foregoing, it is agreed that New AOAG shall not change its corporate name prior to, in connection with or following the AOAG Contribution or the AOAG Sale in a way which results in New AOAG being held liable for any liabilities other than AOAG Contributed Liabilities, pursuant to Sec.

  • 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.

  • Should, despite such efforts, a VAT become payable in connection with transactions contemplated by this Agreement in relation to the AOAG Contributed Assets and the AOAG Contributed Liabilities transferred to the Buyer (or Buyer Designee), Section 8.4(a) of this Agreement shall apply mutatis mutandis.

Related to AOAG Contributed Liabilities

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

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

  • Transferred Liabilities has the meaning set forth in Section 2.02(a).

  • Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.

  • Retained Liabilities has the meaning set forth in Section 2.4.

  • Excluded Liabilities has the meaning set forth in Section 2.4.

  • SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).

  • Contributed Interests has the meaning set forth in the recitals.

  • Stated Liabilities means the recorded liabilities (including contingent liabilities that would be recorded in accordance with GAAP) of the Borrower and its Subsidiaries taken as a whole, as of the date hereof after giving effect to the consummation of the Transactions, determined in accordance with GAAP consistently applied.

  • Consolidated Liabilities means, as at any date of determination, all liabilities of the Borrower and its Subsidiaries as of such date classified as liabilities in accordance with GAAP and determined on a Consolidated basis.

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Contributed Property means each property or other asset, in such form as may be permitted by the Delaware Act, but excluding cash, contributed to the Partnership. Once the Carrying Value of a Contributed Property is adjusted pursuant to Section 5.5(d), such property shall no longer constitute a Contributed Property, but shall be deemed an Adjusted Property.

  • Pre-Closing Environmental Liabilities means (i) any violation of Environmental Law arising in connection with the ownership or operation of the Properties prior to the Effective Time, (ii) any Release of Hazardous Substances onto or from the Properties prior to the Effective Time or relating to or arising from any activities conducted on such properties or from operation of such assets prior to the Effective Time and (iii) any claim, action, cause of action, inquiry, investigation, remediation, removal or restoration with respect to the matters set forth in subsection (i) or (ii) above

  • Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.

  • BRRD Liability means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised.

  • Community Contribution Company means a corporation formed under the laws of British Columbia that includes in its articles the following statement:

  • Defined Contribution Plan A retirement plan which provides for an individual account for each participant and for benefits based solely on the amount contributed to the participant's account, and any income, expenses, gains and losses, and any forfeitures of accounts of other participants which the plan may allocate to such participant's account. The Advisory Committee must treat all defined contribution plans (whether or not terminated) maintained by the Employer as a single plan. Solely for purposes of the limitations of Part 2 of this Article III, the Advisory Committee will treat employee contributions made to a defined benefit plan maintained by the Employer as a separate defined contribution plan. The Advisory Committee also will treat as a defined contribution plan an individual medical account (as defined in Code Section 415(l)(2)) included as part of a defined benefit plan maintained by the Employer and, for taxable years ending after December 31, 1985, a welfare benefit fund under Code Section 419(e) maintained by the Employer to the extent there are post-retirement medical benefits allocated to the separate account of a key employee (as defined in Code Section 419A(d)(3)).

  • Assumed Obligations has the meaning specified in Section 2.2.

  • Parent Liabilities shall have the meaning set forth in Section 2.3(b).

  • Related Liability with respect to any Asset means any liability existing and reflected on the Accounting Records of the Failed Bank as of Bank Closing for (i) indebtedness secured by mortgages, deeds of trust, chattel mortgages, security interests or other liens on or affecting such Asset, (ii) ad valorem taxes applicable to such Asset, and (iii) any other obligation determined by the Receiver to be directly related to such Asset.

  • Covered Liabilities as defined in Subsection 11.21.

  • Subordinated Liabilities means liabilities subordinated to the Borrower’s obligations to the Bank in a manner acceptable to the Bank in its sole discretion.

  • Sale and Contribution Agreement means the Sale and Contribution Agreement, dated as of the Closing Date, among the Servicer, the Transferor and the Borrower, as such agreement may be amended, amended and restated, supplemented or otherwise modified from time to time.

  • related liabilities means (i) liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or (ii) liabilities that are secured by financial assets;

  • Transferred Real Property means (a) the Transferred Owned Real Property and (b) the premises that is subject to the Transferred Real Property Leases.

  • Project Companies means all Group Project Companies and Non-Group Project Companies together, each being a “Project Company”.