Common use of Profit transfer Clause in Contracts

Profit transfer. BAYER InnovAtIon GmBH In accordance with § 2 of the Agreement, as amended by the Amendment Agreement, BI agrees to transfer its entire profit to BAYER. Subject to the creation or release of reserves, net income for the year before transfer of profit, reduced by any loss carried forward from the previous year and by the amount subject to a restriction on distribution in accordance with section 268(8) of the HGB, must be transferred. BI may transfer amounts from net income for the year to other retained earnings with BAYER’s consent to the extent that this is permissible under commercial law and is economically justified, based on prudent business judgment. Other retained earnings created during the course of the Agreement must be released if required by BAYER and must be used to offset the net loss for any year or transferred as profit. These provisions correspond to the restrictions on transferring profit set out in section 301 of the AktG that apply in this case, with the necessary modifications. Section 301 of the AktG, as amended, also applies, with the necessary modifications. In this respect, there are no material changes from the corresponding provision of the original version of the Agreement. Aside from minor, insignificant editorial changes, the amendments essentially relate solely to the provisions of section 301 of the AktG, whose application with the necessary modifications had already been prescribed in the original Agreement. There is also a dynamic reference to section 301 of the AktG (“as amended”).

Profit transfer. BAYER InnovAtIon GmBH In accordance with § 2 of the Agreement, as amended by the Amendment Agreement, BI BBG agrees to transfer its entire profit to BAYER. Subject to the creation or release of reserves, net income for the year before transfer of profit, reduced by any loss carried forward from the previous pre- vious year and by the amount subject to a restriction on distribution in accordance with section 268(8) of the HGB, must be transferred. BI BBG may transfer amounts from net income for the year to other retained earnings with BAYER’s consent to the extent that this is permissible under commercial law and is economically justified, based on prudent business judgment. Other retained earnings created during the course of the Agreement must be released if required by BAYER and must be used to offset the net loss for any year or transferred as profit. These provisions correspond to the restrictions on transferring profit set out in section 301 of the AktG that apply in this case, with the necessary modifications. Section 301 of the AktG, as amended, also applies, with the necessary modifications. In this respect, there are no material changes from the corresponding provision The substance of the original version of the AgreementAgreement with regard to BBG’s obligation to transfer profits therefore remains unchanged. Aside from minor, insignificant editorial changes, the amendments essentially relate solely An amendment was simply made to reflect the provisions of section 301 of the AktG, whose application with the necessary modifications had already been prescribed in the original Agreement. AktG. There is also a dynamic reference to section 301 of the AktG (“as amended”).

Profit transfer. BAYER InnovAtIon GmBH In accordance with § 2 of the Agreement, as amended by the Amendment Agreement, BI BBS agrees to transfer its entire profit to BAYER. Subject to the creation or release of reserves, net income for the year before transfer of profit, reduced by any loss carried forward from the previous pre- vious year and by the amount subject to a restriction on distribution in accordance with section 268(8) of the HGB, must be transferred. BI BBS may transfer amounts from net income for the year to other retained earnings with BAYER’s consent to the extent that this is permissible under commercial law and is economically justified, based on prudent business judgment. Other retained earnings created during the course of the Agreement must be released if required by BAYER and must be used to offset the net loss for any year or transferred as profit. These provisions correspond to the restrictions on transferring profit set out in section 301 of the AktG that apply in this case, with the necessary modifications. Section 301 of the AktG, as amended, also applies, with the necessary modifications. In this respect, there are no material changes from the corresponding provision of the original version of the Agreement. Aside from minor, insignificant editorial changes, the The amendments essentially relate solely to the provisions of section 301 of the AktG, whose application with the necessary modifications had already been prescribed in the original Agreement. There is also a dynamic reference to section 301 of the AktG (“as amended”).

Profit transfer. BAYER InnovAtIon GmBH In accordance with § 2 of the Agreement, as amended by the Amendment Agreement, BI BTS agrees to transfer its entire profit to BAYER. Subject to the creation or release of reserves, net income for the year before transfer of profit, reduced by any loss carried forward from the previous pre- vious year and by the amount subject to a restriction on distribution in accordance with section 268(8) of the HGB, must be transferred. BI BTS may transfer amounts from net income for the year to other retained earnings with BAYER’s consent to the extent that this is permissible under commercial law and is economically justified, based on prudent business judgment. Other retained earnings created during the course of the Agreement must be released if required by BAYER and must be used to offset the net loss for any year or transferred as profit. These provisions correspond to the restrictions on transferring profit set out in section 301 of the AktG that apply in this case, with the necessary modifications. Section 301 of the AktG, as amended, also applies, with the necessary modifications. In this respect, there are no material changes from the corresponding provision of the original version of the Agreement. Aside from minor, insignificant editorial changes, the The amendments essentially relate solely to the provisions of section 301 of the AktG, whose application with the necessary modifications had already been prescribed prescri- bed in the original Agreement. There is also a dynamic reference to section 301 of the AktG (“as amended”).

Profit transfer. BAYER InnovAtIon GmBH In accordance with § 2 of the Agreement, as amended by the Amendment Agreement, BI US IP agrees to transfer its entire profit to BAYER. Subject to the creation or release of reserves, net income for the year before transfer of profit, reduced by any loss carried forward from the previous pre- vious year and by the amount subject to a restriction on distribution in accordance with section 268(8) of the HGB, must be transferred. BI US IP may transfer amounts from net income for the year to other retained earnings with BAYER’s consent to the extent that this is permissible under commercial law and is economically justified, based on prudent business judgment. Other retained earnings created during the course of the Agreement must be released if required by BAYER and must be used to offset the net loss for any year or transferred as profit. These provisions correspond to the restrictions on transferring profit set out in section 301 of the AktG that apply in this case, with the necessary modifications. Section 301 of the AktG, as amended, also applies, with the necessary modifications. In this respect, there are no material changes from the corresponding provision of the original version of the Agreement. Aside from minor, insignificant editorial changes, the The amendments essentially relate solely to the provisions of section 301 of the AktG, whose application with the necessary modifications had already been prescribed pre- scribed in the original Agreement. There is also a dynamic reference to section 301 of the AktG (“as amended”).