ECONOMIC IMPORTANCE AND PURPOSE OF THE AMENDMENT Sample Clauses

ECONOMIC IMPORTANCE AND PURPOSE OF THE AMENDMENT agreement The Amendment Agreement primarily serves the purpose of maintaining the consolidated tax group between BAYER and BI. With regard to the obligation to absorb losses in particular, a dynamic reference to section 302 of the AktG must be made because such a reference requires the application section 17 sentence 2 no. 2 of the German Corporate Income Tax Act (KStG) since its most recent amendment. In addition, section 14(1) sentence 1 no. 3 of the KStG sets out that the Profit and Loss Transfer Agreement must be concluded for a minimum of five years. While section 34(10b) sentence 4 of the KStG establishes that amendment agreements relating to the dynamic reference to section 302 of the AktG are not considered new agreements for the application of section 14(1) sentence 1 no. 3 of the KStG, it is unclear whether this also applies to agreements that contain further changes, especially where, as in this case, a control element is added.. To avoid these interpretation difficulties and the associated possible disallowance of the consolidated tax group, it is agreed that notice of termination may not be given prior to the expiration of five years after the entry into force of the amended Agreement. This is because it is assumed that the amended Agreement will have a term of at least five years. The consolidated tax group for corporate income tax and trade tax purposes thus maintained results in consolidated taxation of BI (the tax group subsidiary) and BAYER (the tax group parent). This enables profits and losses to be offset against each other for tax purposes. Only BAYER as the tax group parent is thus liable for corporate income tax and trade tax. The Amendment Agreement therefore still enables the tax-optimized recognition of the profits and losses of BI in the context of a consolidated tax group for corporate income tax and trade tax purposes. The new requirements concerning the management of BI that have been included in the Amendment Agreement will strengthen BAYER’s authorization to manage the Group, including in relation to potential detrimental instructions possibly serving the interests of the Group. Apart from this, no material changes to the content have been made; most of the modifications merely entail editorial changes. The changes therefore do not have any financial or operating effects for the companies involved. On the whole, the Agreement, as amended by the Amendment Agreement, contains the standard provisions agreed when a group of com...
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