HGB. The Net Assets shall be determined in accordance with the generally accepted accounting principles in Germany consistently applied by the applicable German GmbH Guarantor in preparing its unconsolidated balance sheet (Jahresabschluss according to section 42 GmbHG and sections 242, 264 HGB) in the previous financial years, but for the purposes of the calculation of the Net Assets the following balance sheet items shall be adjusted as follows: (x) the amount of any increase of the stated share capital (Erhöhungen des gezeichneten Kapitals) after the date of this Agreement shall be deducted from the stated share capital unless permitted under the Loan Documents or approved by the Administrative Agent); (y) loans received by, and other contractual liabilities of, the applicable German GmbH Guarantor which are subordinated within the meaning of section 39 subsection 1 no. 5 or section 39 subsection 2 of the German Insolvency Code (Insolvenzordnung) (contractually or by law) shall be disregarded; and (z) loans and other contractual liabilities incurred by the applicable German GmbH Guarantor in violation of the provisions of this Agreement or any other Loan Document shall be disregarded.
HGB. 2. Where acceptance is required due to the type of delivery, the underlying law or a contractual agreement, the delivery shall be deemed to have been accepted upon written declaration of ac- ceptance by the Client. If the Client does not comply with his ob- ligation to witness an acceptance test after the Contractor’s writ- ten notification of his readiness for acceptance, the delivery shall be deemed to have been accepted fifteen (15) days after the Contractor’s written notification of readiness for acceptance, pro- vided that no defects preventing acceptance are asserted by the Client during this period.
HGB. To the extent that Net Equity as defined above is negative, Section 268 subsec. 3 HGB applies.)
HGB. GmbHG shall mean the German Limited Liability Companies Act (Gesetz betreffend Gesellschaften mit beschränkter Haftung – GmbHG)
HGB. 5.4 Exceptional Adjustments to EBITDA Q3/2004 EBITDA Q3/2004 as defined and calculated pursuant to Sections 5.2 and 5.3 shall be adjusted as follows:
HGB. The Expert shall inform each of the addressees of the Base Expert Decision in writing when each of the other addressees has received the Base Expert Decision. The Expert will inform each of the addressees of the Compound Expert Decision in writing when each of the other addressees has received the Compound Expert Decision. The Base EBITDA is deemed to be finally determined at such time the Sellers and Buyer receive the Base Expert Decision. The Compound EBITDA is deemed to be finally determined at such time the Sellers and the Buyer receive the Compound Expert Decision.
HGB. 2.4 The number of New Daimler Truck Shares was determined by Daimler AG and Daimler Xxxxx on the basis of a preliminary valuation of the Gamma Interests, on the one hand, and Daimler Truck AG, on the other hand, which was carried out by Pricewaterhouse- Coopers GmbH Wirtschaftsprüfungsgesellschaft as a neutral valuation expert as per 30 November 2021, on the basis of the IDW S 1 standard (hereinafter the "Preliminary Valuation"). The Parties undertake to have the Preliminary Valuation updated by PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft by 31 December 2021, in accordance with the specifications in Annex 2 (hereinafter the "Final Valuation").
HGB. 5.4. Accounting is based on the sales revenue of the Licensee declared quartalsweise halbjährlich jährlich. Such declarations are made at the latest 1 month after Quartalsabschluss Halbjahresabschluss Jahresabschluss. The declarations contain individual lists in tabular form concerning data sales and rights of use granted to third parties mit Angabe des jeweiligen Nutzers , des Abgabedatums , des Nutzungsumfangs (Fläche, Daten).
HGB. With regard to the execution of the audit and the preparation of the Consolidated Effective Date Accounts, it shall be taken into account that the Group Companies do not qualify as a group or a subgroup being subject to consolidated accounting within the meaning of Sec. 390 HGB (Konzern oder Teilkonzern), the Consolidated Effective Date Statements shall consist merely of a balance sheet and a profit and loss account without footnotes (Anhang), or a management discussion and analysis (Lagebericht). However, it is understood that the audit opinion will be qualified on the belief that the opening balances as of January 1, 2005 will be unaudited, as they will be derived from the Financial Statements as of December 31, 2004, which are unaudited (Saldovortrag).
