Termination of Profit and Loss Transfer Agreement Sample Clauses

Termination of Profit and Loss Transfer Agreement. The Seller shall terminate the profit and loss transfer agreement, dated July 27, 2011 between the Seller and the OM GmbH for cause, as a result of the change of ownership contemplated by this Agreement, with effect as of end of October 31, 2013 and shall ensure that the required shareholders resolutions are duly (i.e. in the required form and with required majority) taken on October 31, 2013 at the latest. In addition Seller and the Shareholders shall ensure that the shareholders of Seller and OM GmbH shall resolve that for the period from January 1, 2013 to the end of October 31, 2013 for OM GmbH a stub year as fiscal year is established and shall ensure that the relevant fiscal authority approves the deviating fiscal year and shall file the change of the fiscal year with the Commercial Register and procure its entry prior to the end of the stub year. For this stub year the fiscal entity created through the profit and loss transfer agreement shall be properly executed, OM GmbH shall transfer any profit of the stub year, Seller shall compensate any losses of the stub year. OM GmbH shall prepare financial statements for the stub year which are to be audited within a period of 85 days after the Closing Date. The cost for such audit shall be borne by Seller. To the extent they are accrued for in the financial statements of the stub year they are born by Sellers without further action. The Parties are in agreement that this reimbursement of cost shall not be recovered in any other part of this Agreement (no double recovery). The Parties shall procure that termination of the profit and loss transfer agreement is filed for registration with the commercial register in due time. Seller and Shareholders shall cooperate in good faith with OM GmbH and Purchaser 1 to complete preparation and auditing of the financial statements for the stub year referred to in Section 9 (1). Xxxx-Xxxxx Männer as shareholder of the Seller shall confirm in writing to Purchaser 1, 2 and 3 in the way a managing director of a GmbH would do that the financial statements for the stub year 2013 of OM GmbH shall be true, accurate and complete. - 34 - In the event that any security provided by the Seller to creditors of the OM GmbH after the Closing Date pursuant to Sec. 303 of the German Stock Corporation Act is enforced against the Seller, the Purchaser 1 shall reimburse the Seller for the amount of the relevant claims of the creditors that have been satisfied thereby, to the extent that the...
Sample 1
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Termination of Profit and Loss Transfer Agreement 
Sample 1

Related to Termination of Profit and Loss Transfer Agreement

  • Definition of Profit and Loss “Profit” and “Loss” and any items of income, gain, expense, or loss referred to in this Agreement shall be determined in accordance with federal income tax accounting principles, as modified by Regulations Section 1.704-1(b)(2)(iv), except that Profit and Loss shall not include items of income, gain and expense that are specially allocated pursuant to Sections 5.1(b), 5.1(c) or 5.1(d). All allocations of income, Profit, gain, Loss and expense (and all items contained therein) for federal income tax purposes shall be identical to all allocations of such items set forth in this Section 5.1, except as otherwise required by Section 704(c) of the Code and Regulations Section 1.704-1(b)(4). The General Partner shall have the authority to elect the method to be used by the Partnership for allocating items of income, gain, and expense as required by Section 704(c) of the Code including a method that may result in a Partner receiving a disproportionately larger share of the Partnership tax depreciation deductions, and such election shall be binding on all Partners.

  • Allocation of Profit and Loss Article V, Section 5.01 of the Partnership Agreement is hereby deleted in its entirety and the following new Section 5.01 is inserted in its place:

  • Termination of Management Agreement Evidence of the termination of any and all management agreements affecting the Property, effective as of the Closing Date, and duly executed by Seller and the property manager.

  • Termination of Existing Agreement The Existing Agreement is hereby terminated and replaced and superseded by this Agreement, effective August 1, 2001. All payments, of Base Salary or otherwise, made by the Company under the Existing Agreement with respect to any period commencing on or after August 1, 2001 shall be credited against the corresponding payment obligations of the Company under this Agreement.

  • Termination of Existing Tax Sharing Agreements Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither the Company nor any of its Representatives shall have any further rights or liabilities thereunder.

  • Termination of Existing Agreements Any previous employment agreement between Executive on the one hand and Employer or any of Employer’s Affiliates (as hereinafter defined) on the other hand is hereby terminated.

  • Allocations of Profit and Loss Whenever a proportionate part of the Company’s Profit and Loss is allocated to the Member, every item of income, gain, loss, deduction and credit entering into the computation of such Profit or Loss applicable to the period during which such Profit or Loss was realized shall be allocated to the Member.

  • Allocation of Profits and Losses The Company’s profits and losses shall be allocated to the Member.

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