Profit Guarantee by the Vendors Sample Clauses

Profit Guarantee by the Vendors. 2.1 It is acknowledged by the Parties herein that the Vendors shall remain responsible for the management and the business affairs of HK Aerospace notwithstanding the Completion of the New SPA.
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Profit Guarantee by the Vendors. The Parties herein acknowledged that the Vendors shall remain responsible for the management and the business affairs of TPI notwithstanding the Completion of this SPA. In the consideration of the Purchaser entering into this SPA, the Vendors hereby agree to guarantee that the earnings before interest, taxes, depreciation, and amortisation (“EBITDA”) of TPI and Wavetree shall collectively and cumulatively be no less than RM3,000,000.00 for the 12- month period ended 30 June 2021 (“Guaranteed Profit”) (as per the Management Accounts Date for the year 2021). In the event that the EBITDA shall fall below the Guaranteed Profit, the Purchase Consideration shall be reduced by RM10,000,000.00 for every shortfall of RM1,000,000.00. Any shortfall of the Guaranteed Profit shall be calculated based on the annual audited accounts of TPI and Wavetree respectively and such reductions in the Purchase Consideration shall be reflected in the final payment instalment under Paragraph 1.2 (Mode of Payment), proportionately based on the shortfall of EBITDA contributed by TPI and Wavetree towards the Guaranteed Profit, and the proportion of such reductions in Purchase Consideration shall be determined by the Purchaser in a manner it deems fit and appropriate at the prevailing point of time. For the avoidance of doubt, the Purchase Consideration shall be reduced proportionately to the shortfall amount or parts thereof, for example: Shortfall = RM1,250,000.00 Then the reduction in Purchase Consideration shall be:

Related to Profit Guarantee by the Vendors

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  • GOAL FOR CONTRACTING WITH SMALL AND MINORITY BUSINESSES WOMEN’S BUSINESS ENTERPRISES, AND LABOR SURPLUS AREA FIRMS (if subcontracts are to be let)

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