Assets Seller definition

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.

Examples of Assets Seller in a sentence

• If such additions, modifications, or replacements might affect the Buyer's operation of the Purchased Assets, Seller shall give Buyer not less than 120 days' prior written notice of the addi­tions, modifications, or replacements prior to undertaking such additions, modifications, or replacements.

• To the extent there are any misdirected funds forwarded to Seller (or any of its Affiliates, if any) by any third parties, which misdirected funds are paid in respect of the performance of services by or on behalf of the Hospital from and after the Closing Date or with respect to the Accounts Receivable or other Acquired Assets, Seller shall remit such misdirected funds to Buyer within ten (10) Business Days after receipt thereof, to an account designated by Buyer.

• To the best of Seller’s knowledge, the Assets are in material compliance with all laws, rules, regulations and orders applicable to the Assets, and, with respect to the Assets, Seller has accurately reported production, and has accurately performed and reported all well tests, to the Railroad Commission of Texas.

• With the exception of Nonassignable Assets, Seller has complete and unrestricted power and the right to sell, convey, assign, transfer and deliver the Acquired Assets in the manner described herein, and the deeds and other instruments of assignment and transfer to be executed and delivered by Seller to Purchaser at the Closing, subject to the approvals and consents required to consummate the transactions contemplated by this Agreement subject to the Permitted Liens.

• With respect to the Assets, Seller has not entered into, and is not subject to, any agreement, consent, order, decree, judgment, license, permit condition or other directive of any Governmental Entity that (i) is in existence as of the date of this Agreement, (ii) is based on any Environmental Laws that relate to the future use of any of the Assets and (iii) requires any change in the present conditions of any of the Assets.

• If Seller receives any property tax xxxx applicable to the Assets, Seller shall promptly send such property tax xxxx to Buyer for payment by Buyer as set forth above.

• On or after the Closing Date, if any further action is necessary or desirable to carry out the purposes of this Agreement and to vest Buyer with full title to the Real Property and Assets, Seller shall take all such necessary or appropriate action.

• In the event Seller wishes to repurchase the Assets, Seller shall give to Purchaser a notice requesting such repurchase (the “Unwind Notice”).

• All such Records must be open to inspection, audit and reproduction by an agreed upon third party auditor during normal working hours throughout the aforesaid period, and if, at the end of the aforesaid period, Seller proposes to dispose of any such Records (other than those that are Excluded Assets), Seller will first offer same to Buyer.

• With respect to the Seller-Operated Assets, Seller has not received any prepayments or buydowns, or entered into any take-or-pay or forward sale arrangements, such that Seller (or, after the Closing, Buyer) will be obligated to make deliveries of Hydrocarbons produced from the Assets without receiving full payment therefor.