Distribution of Profits and Losses. (1) The use of profits, withdrawals and contributions to capital reserves shall be determined in partners' resolutions except the law requires a particular use of profits. The general partner does not get profits or losses.
(2) The partners participate in the profits and losses of the Company in proportion to the balance of their capital account.
(3) The partners are entitled to withdraw positive balances from their current account at any time. Furthermore they have the right to withdraw from the current account the amount necessary to pay all taxes concerning their share in capital; they do not lose this right even if the balance of the current account is negative or will turn negative. The partners are not entitled to a withdrawal from the capital account.
Distribution of Profits and Losses. 10.1 Capital Account General partner shall establish ledger for each partner (“Capital account”). General partner shall adjust each partner’s account on the last day of each calendar year according to the following standards. At the end of each year, the increases in each partner’s capital account are :( 1) paid capital contribution within the year; (2) benefits of the year. The decreases in each partner’s capital accounts are: (3) the cash, other securities and assets that have been distributed to the partner within the year; (4) Costs and losses partners should bear. Further adjusted shall be made according to any special amortization or adjustment in this agreement.
Distribution of Profits and Losses. 15.1 The Company shall allocate 10% (Ten Percent) of its net profits each year to create a statutory reserve. The Partners in the General Assembly may allocate additional reserves. The Partners may resolve that the allocation of net profits to the statutory reserve be discontinued when the reserve reaches more than 50% of the capital of the Company.
15.2 The net profits shall be distributed among the partners in proportion to their shareho1ding in the capital after deducting all overheads, costs and depreciations as estimated by the auditors.
15.3 In the event of losses the same shall be covered by the statutory reserve as much as possible by a resolution of the General Assembly. Should the losses reach half of the actual capital at the time of sustaining such losses, the Directors shall propose to the General Assembly of the Partners to dissolve the Company. The resolution to dissolve the Company must be adopted by the unanimous approval required to amend the company's memorandum.
15.4 If the loss reaches three quarters of the capital, the Partners holding one quarter of the capital may request to dissolve the Company.
Distribution of Profits and Losses. After the company transfer registration, Party B shall become the shareholder of Yintai and share in the profits and losses of Yintai in accordance with the Articles of Association.
Distribution of Profits and Losses. The annual net profits of the Company, after deduction of depreciation, operating expenses and general expenses, shall be distributed as follows:
(a) The Company shall set aside four percent (4%) of such profits to constitute the statutory reserve required by Article 176 of the Companies Act. The Company may cease setting aside this reserve when it reaches fifty percent (50%) of the Share capital of the Company.
(b) The balance of the profits shall be distributed to the Shareholders pro rata to the percentage of the Shares owned by each Shareholder, unless the Shareholders decide to establish other reserves, or carry forward or transfer all or a portion of the profits for the next fiscal year.
(c) Losses shall be borne by the Shareholders pro-rata to their Shareholding, or if the Shareholders so agree, carry it over to the next fiscal year. No profits shall be distributed until the losses are fully covered. If the Company’s losses reach fifty percent (50%) of its capital the Board of Managers must call the Shareholders to a Meeting within a period not to exceed thirty (30) days from the date on which the losses reach this level in order to consider whether to continue the Company, in which case the Shareholders must undertake to pay its debts, or to dissolve it. The resolution of the Shareholders in this respect shall not be valid unless it is issued in accordance with Article 173 of the Companies Act, and the resolution must in all cases be published in the manner provided in Article 164 of the Companies Act. If the Company continues its business without the issuance of a resolution to continue it pursuant to the foregoing conditions, or to dissolve it, the Shareholders shall become jointly and severally liable to pay all of the Company’s debts and any interested party may request that it be dissolved.
Distribution of Profits and Losses. The annual net profits of the Company, after deduction of depreciation, operating expenses and general expenses, shall be distributed as follows:
Distribution of Profits and Losses. Subject to Section 5.5, all profits, losses, gain, deductions and credits either of cash or property of or by the Company shall be distributed entirely to the Member.
Distribution of Profits and Losses. The Net Profits and Net Losses of the Company and each item of income, gain, loss, deduction or credit entering into the computation thereof, shall be allocated to the Members in the same proportions that they share in distributions as set forth in this Agreement. A member shall not be compelled to accept a distribution of any asset in kind to the extent that the percentage of the asset distributed to the member exceeds the Members Percentage.
Distribution of Profits and Losses. After the company transfer registration, Party B shall become the shareholder of Fuyu and share in the profits and losses of Fuyu in accordance with the Articles of Association.
Distribution of Profits and Losses. 6.1 The Partners shall share in the profits and losses as calculated after deduction of the expenses of the General Partner and of any compensation otherwise due to the Partners in the ratio of their Partnership Interests. Regardless of the consummation of any transfer of the 51% Partnership Interest from Behringwerke AG to 31. Corsa GmbH pursuant to the Purchase Agreement (i.e., exercise of Chiron Call Option or Behring Put Option), 31. Corsa GmbH shall at any time indemnify Behringwerke AG for any tax obligations relating to tax periods after the Closing Date of Behringwerke AG stemming from its Partnership Interest unless covered by clause 6.2; the indemnification is limited to tax claims relating to trade tax and value added tax but shall in no way include capital gain tax.
6.2 Profit shares necessary to balance withdrawals of Partners for tax payments shall be booked on the transaction account. The remainder of the profits shall be booked into the reserve accounts or the loss carry forward accounts as appropriate, unless the Partners unanimously provide otherwise.
6.3 As long as a loss carry forward exists in the loss carry forward accounts, it shall be compensated by subsequent profits. Only thereafter may any profit shares be booked into the transaction account or the reserve accounts.
