Accounting, Annual Accounts and Distribution of Profits Sample Clauses

Accounting, Annual Accounts and Distribution of Profits. 7.3.1 The books of the Companies and the Companies’ business records have been properly maintained and are completely available for all financial years since the Companies were established as far as required under the applicable commercial and tax law. 7.3.2 The Companies’ annual accounts (each consisting of the balance sheet, the profit and loss account and the notes) for the financial years 2012 and 2013 (collectively the “Annual Accounts”) have been prepared in compliance with Luxembourg GAAP and consistent with accounting practice since formation of the Companies. To the extent there is an option to include items on the liabilities side of the balance sheet, such inclusion has taken place. 7.3.3 On the day when the Final Closing Date Accounts become final (cf. Clause 6.1(f) above), the Seller will not be aware that (i) the Companies have any Liabilities that are not entered on the liabilities side of the (future) Final Closing Date Accounts, (ii) there are any contingent Liabilities within the meaning of Luxembourg GAAP that – to the extent that they are not to be entered on the liabilities side of the balance sheet – will not be noted under the balance sheet Confidential Treatment Requested by Global Income Trust, Inc. Execution Version of the Final Closing Date Account, and (iii) there is a necessity to form reserves for Liabilities in addition to the reserves shown in the Final Closing Date Accounts. 7.3.4 There are no resolutions on the appropriation of profits that have not yet been implemented unless provided under this Agreement. No provisional (other than any provisional distributions during the year 2014) or hidden distributions of profits or other payments to shareholders and/or members of corporate organs have been made. No hidden reserves have been dissolved or withdrawn, apart from in the ordinary course of business. The Companies have also not incurred any corresponding obligations.
Sample 1
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Accounting, Annual Accounts and Distribution of Profits. 7.3.1 The books of the Companies and the Companies’ business records have been properly maintained and are completely available for all financial years since the Companies were established as far as required under the applicable commercial and tax law. 7.3.2 The Companies’ annual accounts (each consisting of the balance sheet, the profit and loss account and the notes) for the financial years 2012 and 2013 (collectively the “Annual Accounts”) have been prepared in compliance with Luxembourg GAAP and consistent with accounting practice since formation of the Companies. To the extent there is an option to include items on the liabilities side of the balance sheet, such inclusion has taken place. 7.3.3 On the day when the Final Closing Date Accounts become final (cf. Clause 6.1(f) above), the Seller will not be aware that (i) the Companies have any Liabilities that are not entered on the liabilities side of the (future) Final Closing Date Accounts, (ii) there are any contingent Liabilities within the meaning of Luxembourg GAAP that – to the extent that they are not to be entered on the liabilities side of the balance sheet – will not be noted under the balance sheet
Sample 1

Related to Accounting, Annual Accounts and Distribution of Profits

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

  • Distribution of Financial Contribution The financial contribution of the Funding Authority to the Project shall be distributed by the Coordinator according to: - the Consortium Plan - the approval of reports by the Funding Authority, and - the provisions of payment in Section 7.3. A Party shall be funded only for its tasks carried out in accordance with the Consortium Plan.

  • Allocation of Profits and Losses Distributions Profits/Losses. For financial accounting and tax purposes, the Company's net profits or net losses shall be determined on an annual basis and shall be allocated to the Members in proportion to each Member's relative capital interest in the Company as set forth in Schedule 2 as amended from time to time in accordance with U.S. Department of the Treasury Regulation 1.704-1.

  • Determination of Net Asset Value, Net Income and Distributions Subject to applicable federal law including the 1940 Act and Section 3.6 hereof, the Trustees, in their sole discretion, may prescribe (and delegate to any officer of the Trust or any other Person or Persons the right and obligation to prescribe) such bases and time (including any methodology or plan) for determining the per Share or net asset value of the Shares of the Trust or any Series or Class or net income attributable to the Shares of the Trust or any Series or Class, or the declaration and payment of dividends and distributions on the Shares of the Trust or any Series or Class and the method of determining the Shareholders to whom dividends and distributions are payable, as they may deem necessary or desirable. Without limiting the generality of the foregoing, but subject to applicable federal law including the 1940 Act, any dividend or distribution may be paid in cash and/or securities or other property, and the composition of any such distribution shall be determined by the Trustees (or by any officer of the Trust or any other Person or Persons to whom such authority has been delegated by the Trustees) and may be different among Shareholders including differences among Shareholders of the same Series or Class.

  • Allocation of Profit and Loss 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:

  • Distribution of Profits Any and all net income accruing to the Joint Venture shall be distributed equally to the Parties.

  • Allocations of Profits and Losses Except as otherwise provided in this Agreement, Profits and Losses (and, to the extent necessary, individual items of income, gain or loss or deduction of the Partnership) shall be allocated in a manner such that the Capital Account of each Partner after giving effect to the Special Allocations set forth in Section 5.05 is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made pursuant to Article IV if the Partnership were dissolved, its affairs wound up and its assets sold for cash equal to their Carrying Value, all Partnership liabilities were satisfied (limited with respect to each non-recourse liability to the Carrying Value of the assets securing such liability) and the net assets of the Partnership were distributed to the Partners pursuant to this Agreement, minus (ii) such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets. For purposes of this Article V, each Unvested Unit shall be treated as a Vested Unit. Notwithstanding the foregoing, the General Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a partner’s interest in the Partnership.

  • Allocation of Profits Profits for any Year shall be allocated in the following order and priority: (i) First, to any Partner who was allocated Losses after the Capital Account of any other Partner was reduced to zero (0), to the extent of such Losses; provided, however, that in the event that the foregoing applies to more than one Partner, to those Partners pro rata according to the amount of such Losses allocated to each; and (ii) Second, to the Partners in accordance with their relative Percentage Interests.

  • Allocations and Distributions The LLC's profits and losses shall be allocated to the Member. At the time determined by a majority of the Managers, the Managers may cause the LLC to distribute to the Member any cash held by it which is neither reasonably necessary for the operation of the LLC nor the performance of its contractual obligations, nor which is in violation of Sections 18-607 or 18-804 of the Act or any contractual agreement binding on the LLC.

  • 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.

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