Common use of RELEVANT PROFITS Clause in Contracts

RELEVANT PROFITS. For the purposes of this schedule "Relevant Profits" shall mean the ---------------- gross profit on the ordinary activities of the Business of the Group from the Properties and any Substituted Property (but not any new properties from which the Group may trade during the Earn Out Period) as shown in the Relevant Accounts (after making any adjustments considered by Reporting Accountants to be necessary so that the Relevant Accounts comply with the provisions of this schedule); but 2.1 after charging or providing for all losses, costs, charges and expenses borne or incurred by the Group which are directly attributable to the Properties and Substituted Properties (but not New Properties), accounted for in accordance with past practices and properly chargeable against revenue in the period to which the Relevant Accounts relate (save as provided for in paragraph 2.2) including: 2.1.1 the following expenses incurred in managing the Group's shops: (a) staff costs (including contributions to pension schemes); (b) bank charges; (c) print, post and stationery; (d) telephone; (e) cash delivery costs; (f) over/under paid cash; (g) cash differences in the safe; (h) recruitment costs; (i) but excluding costs which shall be central overheads. 2.1.2 bad debts incurred net of recoveries but after recovery costs; 2.1.3 expenditure in connection with short-term leasing or hiring commitments incurred directly for the purposes of the Group's Business (but not lease finance agreements made to finance the acquisition of fixed assets); 2.1.4 all rental and other costs in relation to the occupation by the Group (including insurance, utility and security costs) of the Properties and any Substituted Properties from time to time occupied by them for the purpose of carrying on their Business; 2.1.5 a contribution (equal to 0.59% of Turnover as shown in the Relevant Accounts) towards the costs of the central overheads of the Group; and 2.1.6 all liabilities, losses, costs, charges and expenses borne or incurred by the Group in relation to the Time to Insure Agreement (subject to paragraph 2.3); and 2.1.7 a provision (equal to 0.39% of Turnover notionally on account of advertising expenses incurred by the Group; and such provision shall be included in substitution for the figure in the Relevant Accounts (in substitution for any advertising expenses actually incurred) whether the advertising expenses actually incurred shall be greater or less than such provision. 2.2 before crediting to, charging against, including or making provision in those accounts for any of the following:- 2.2.1 any profits or losses of a capital nature; 2.2.2 any interest payable or receivable by the Group other than provided for in paragraph 2.1.5 above; 2.2.3 corporation tax and any other form of Taxation levied upon or measured by profits or gains;

Appears in 1 contract

Sources: Share Purchase Agreement (Dollar Financial Group Inc)

RELEVANT PROFITS. For the purposes of this schedule "Relevant Profits" shall mean the ---------------- gross ------------------ net trading profit before Taxation on the ordinary activities of the Business of the Group Company from the Existing Properties and any Substituted Property (but not any new other properties from which the Group Company may trade during the Earn Out Period) as shown in the Relevant Accounts (after making any adjustments considered by Reporting Accountants and the Reviewing Accountants to be necessary so that the Relevant Accounts comply with the provisions of this schedule); but, but to the extent if any not already taken into account; 2.1 after charging or providing for all losses, costs, charges and expenses borne or incurred by the Group which are directly attributable Company in relation to the Properties and Substituted Properties (Business but not New Properties), accounted for in accordance with past practices forming part of central overheads and properly chargeable against revenue in the period to which the Relevant Accounts relate (save as provided for in paragraph 2.22.3) including:including (without prejudice to the generality of the foregoing): 2.1.1 commissions and bonuses paid to employees of the following Company not forming part of central overheads; 2.1.2 all other reasonable expenses incurred in managing the Group's shops: (a) of management including staff costs (including contributions to pension schemes); (b) bank charges; (c) printand operating, post financial and stationery; (d) telephone; (e) cash delivery costs; (f) over/under paid cash; (g) cash differences administrative expenses relating to the Business and not included in the safe; (h) recruitment costs; (i) but excluding costs which shall be central overheads. 2.1.2 bad debts incurred net of recoveries but after recovery costs; 2.1.3 bad and doubtful debts; 2.1.4 expenditure in connection with short-term leasing or hiring commitments incurred directly for the purposes of the GroupCompany's Business (but not lease finance agreements made to finance the acquisition forming part of fixed assets)central overheads; 2.1.4 2.1.5 all rental and other costs in relation to the occupation by the Group (including insurance, utility and security costs) Company of the Properties and any Substituted Properties from time to time occupied by them for the purpose not forming part of carrying on their Businesscentral overheads; 2.1.5 2.1.6 a contribution (equal to 0.5914% of Turnover as shown in the income of the Business by reference to which the Relevant AccountsProfits shall be calculated) towards the costs of the central overheads of the GroupCompany provided that the aggregate amount of this contribution shall not in any event exceed the aggregate amount of the actual central overheads of the Company for the relevant period; 2.1.7 profit on the encashment of cheques shall be recognised when the cheque is encashed by the Company; 2.1.8 before charging any compensation for loss of office payable to ▇▇ ▇▇▇▇▇▇; and 2.1.6 all liabilities, losses, costs, charges and expenses borne or incurred 2.2 after making appropriate adjustments in respect of any prior year items which ought (in accordance with the accounting policies previously adopted by the Group Company) to be dealt with in relation to the Time to Insure Agreement profit and loss account of the period in which they are recognised (subject to paragraph 2.3rather than being adjusted against the opening balance of retained profits or reserves); and 2.1.7 a provision (equal to 0.39% of Turnover notionally on account of advertising expenses incurred by the Group; and such provision shall be included in substitution for the figure in the Relevant Accounts (in substitution for any advertising expenses actually incurred) whether the advertising expenses actually incurred shall be greater or less than such provision. 2.2 2.3 before crediting to, charging against, including or making provision in those accounts for any of the following:- 2.2.1 2.3.1 any items of an extraordinary, exceptional or non-recurring nature; for the avoidance of doubt the costs of opening any of the Properties since the Balance Sheet Date - including initial advertising - are exceptional items); 2.3.2 any profits or losses of a capital naturenature save in relation to First Party Cheque Cashing or for the avoidance of doubt Third Party Cheque Cashing; 2.2.2 2.3.3 any interest payable or receivable by the Group other than provided for in paragraph 2.1.5 aboveCompany; 2.2.3 2.3.4 corporation tax and any other form of Taxation levied upon or measured by profits or gains;

Appears in 1 contract

Sources: Share Purchase Agreement (Dollar Financial Group Inc)