Profit and Loss Transfer Agreement Sample Clauses

Profit and Loss Transfer Agreement. EMP in its capacity as controlled entity (abhängiges Unternehmen) is party to a certain profit and loss transfer agreement (Gewinnabführungsvertrag) with the Seller in its capacity as controlling entity (herrschendes Unternehmen) dated 1 September 2016 (the “PLTA”). The PLTA was registered with the commercial register of EMP on 9 November 2016. The Seller currently has a due and payable claim against EMP in the amount of EUR 13,399,418.45 deriving from the profit transfer obligations for the fiscal year 2017 which has not yet been satisfied (erfüllt) by EMP (the “Existing Profit Transfer Claim”).
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Profit and Loss Transfer Agreement. Each Obligor undertakes not to, and the Company shall procure that no member of the Group will, enter into a profit and loss transfer agreement (Ergebnisabführungsvertrag), silent partnership agreements (stille Beteiligungen), any other intercompany agreement (Unternehmensvertrag) or any similar arrangement having as a consequence that a third party not being an Obligor/member of the Group shares in the profits of any Obligor or any member of the Group or exercises control over any Obligor or any member of the Group, except for:
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Profit and Loss Transfer Agreement. The Parties agree that the Profit and Loss Transfer Agreement between the Seller and the Company will be terminated on and with effect as of December 31, 2006, 24.00 hours. The Company shall transfer to the Seller any profit and the Seller shall compensate the Company for any loss, in each case generated in the period commenced on January 1, 2006 and ending on December 31, 2006 as shown in the individual financial statements of the Company as of December 31, 2006, prepared in accordance with German GAAP (HGB) (the "Company 2006 Financial Statements") in accordance with the terms and conditions of such agreement. The Parties agree that the Seller shall prepare the Company 2006 Financial Statements. To the extent the Company 2006 Financial Statements show an obligation to transfer profits to the Seller, such transfer shall be made by the Company prior to the Closing Date; to the extent the Company 2006 Financial Statements show an obligation to compensate a loss, such loss shall be compensated by Seller to the Company prior to the Closing Date.
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Profit and Loss Transfer Agreement. The Seller as controlling entity and the Company as controlled entity (at this time still acting under the name of Riverside KM Holding GmbH with registered seat in Munich) are parties to a profit and loss transfer agreement dated 5 December 2011 (the “PLTA”). The PLTA came into existence upon its registration with the formerly competent commercial register of the local court •of Munich under registration number HRB 192526 on 8 December 2011. According to Section 6.3 of the PLTA, the PLTA may be terminated for good cause without a notice in case the controlling entity (i.e. the Seller) loses the majority of the voting rights in the share­ holder's meeting of the Company as a result of a disposal of the Company's shares to a third party.
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Related to Profit and Loss Transfer Agreement

  • Distribution Agreements Subject to compliance with applicable provisions of the 1940 Act, the Board of Trustees may enter into a contract or contracts with one or more Persons to act as underwriters and/or placement agents whereby the Trust may either agree to sell Shares of the Trust, any Series or Class to the other party or parties to the contract or appoint such other party or parties its sales agent or agents for such Shares. In either case, the contract shall be on such terms and conditions as the Board of Trustees may in its discretion determine, not inconsistent with the provisions of this Section 5.12 or the By-laws; and such contract may also provide for the repurchase or sale of Shares of the Trust, any Series or Class by such other party as principal or as agent of the Trust and may provide that such other party may enter into selected dealer agreements with registered securities dealers and brokers and servicing and similar agreements with Persons who are not registered securities dealers to further the purposes of the distribution or repurchase of such Shares.

  • Distribution Agreement Oculus has entered into a mutually acceptable agreement with UABRF regarding the distribution of any and all consideration to be paid by Fluidigm in connection with the transactions contemplated by this Agreement.

  • Transfer Agreement Exhibit B, Transfer Agreement, between the Bureau, CONTRACTOR, and the Florida Department of Corrections (the FDC) which establishes guidelines for transfer of inmates between the Bay Correctional Facility and facilities operated by the FDC.

  • Tax Agreement It will give notice of any failure of a representation made by it under Section 3(f) to be accurate and true promptly upon learning of such failure.

  • Co-Sale Agreement The Co-Sale Agreement substantially in the form attached hereto as Exhibit D shall have been executed and delivered by the parties thereto.

  • Tax Sharing Agreement TAX SHARING AGREEMENT" means the Tax Sharing Agreement, attached as EXHIBIT F to the Separation Agreement.

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