HGB Sample Clauses

HGB. The Net Assets shall be determined in accordance with the generally accepted accounting principles in Germany consistently applied by the applicable German GmbH Guarantor in preparing its unconsolidated balance sheet (Jahresabschluss according to section 42 GmbHG and sections 242, 264 HGB) in the previous financial years, but for the purposes of the calculation of the Net Assets the following balance sheet items shall be adjusted as follows: (x) the amount of any increase of the stated share capital (Erhöhungen des gezeichneten Kapitals) after the date of this Agreement shall be deducted from the stated share capital unless permitted under the Loan Documents or approved by the Administrative Agent); (y) loans received by, and other contractual liabilities of, the applicable German GmbH Guarantor which are subordinated within the meaning of section 39 subsection 1 no. 5 or section 39 subsection 2 of the German Insolvency Code (Insolvenzordnung) (contractually or by law) shall be disregarded; and (z) loans and other contractual liabilities incurred by the applicable German GmbH Guarantor in violation of the provisions of this Agreement or any other Loan Document shall be disregarded.

HGB. The following items shall be added to the net profit for the year calculated in this manner for the purpose of determining the profit for the year: depreciation and amortization in excess of Section 253 HGB; additions to pension provisions for shareholder Management Board members and other payments to shareholders, Management Board members and relatives (in the meaning of Section 15 (1) of the German Tax Code [AO]) of shareholders and of Management Board members for which the company has received no consideration at arm’s length; interest on shareholder loans and all remuneration for silent participations, insofar as these are not held by Hessen Kapital I GmbH. - Hessen Kapital I GmbH shall receive a share of the annual profit calculated in this manner that corresponds to the arithmetical share of the participation of Hessen Kapital I GmbH in the contractually defined equity. In accordance with the contractual provisions, equity shall be understood as equity as defined in Section 266 (3) (A) HGB, plus all silent participations of Hessen Kapital I GmbH, all silent participations of third parties and other forms of mezzanine financing. - The annual profit participation shall amount to no more than 1.5% of the capital contribution and no more than 50% of the annual profit. If no annual profit is reported in two consecutive sets of German Commercial Code (HGB) separate annual financial statements from the second fiscal year after the start of the silent partnership, Hessen Kapital I GmbH may increase the annual remuneration that is not linked to profits by 2 percentage points as a risk premium. The increase shall be implemented from the beginning of the fiscal year following the fiscal year to which the second set of annual financial statements relates. The increase shall apply up to and including the fiscal year in which the company reports a profit for the year.

HGB. The Net Working Capital of the Business shall be decreased by a reserve for excess and obsolete inventory in the amount of EUR 885,000. For the costs of the audit of the Closing Date Financial Statements by KPMG AG Wirtschaftsprüfungsgesellschaft an amount of EUR 15,000 shall be accrued as current Liability in the Closing Date Financial Statements.

HGB. Where acceptance is required due to the type of delivery, the underlying law or a contractual agreement, the delivery shall be deemed to have been accepted upon written declaration of ac- ceptance by the Client. If the Client does not comply with his ob- ligation to witness an acceptance test after the Contractor’s writ- ten notification of his readiness for acceptance, the delivery shall be deemed to have been accepted fifteen (15) days after the Contractor’s written notification of readiness for acceptance, pro- vided that no defects preventing acceptance are asserted by the Client during this period.

HGB. To the extent that Net Equity as defined above is negative, Section 268 subsec. 3 HGB applies.)

HGB. The Expert shall inform each of the addressees of the Base Expert Decision in writing when each of the other addressees has received the Base Expert Decision. The Expert will inform each of the addressees of the Compound Expert Decision in writing when each of the other addressees has received the Compound Expert Decision. The Base EBITDA is deemed to be finally determined at such time the Sellers and Buyer receive the Base Expert Decision. The Compound EBITDA is deemed to be finally determined at such time the Sellers and the Buyer receive the Compound Expert Decision.

HGB. Should the assignment of the limited partner's share fall before 30.9.2013, the purchase price, except in the cases of § 1 Para. 4, amounts for the total limited partner's share of the seller (22% of the total limited liability capital), notwithstanding Para. 1, to € 14,826,829.

HGB. With regard to the execution of the audit and the preparation of the Consolidated Effective Date Accounts, it shall be taken into account that the Group Companies do not qualify as a group or a subgroup being subject to consolidated accounting within the meaning of Sec. 390 HGB (Konzern oder Teilkonzern), the Consolidated Effective Date Statements shall consist merely of a balance sheet and a profit and loss account without footnotes (Anhang), or a management discussion and analysis (Lagebericht). However, it is understood that the audit opinion will be qualified on the belief that the opening balances as of January 1, 2005 will be unaudited, as they will be derived from the Financial Statements as of December 31, 2004, which are unaudited (Saldovortrag).

HGB. Exceptional Adjustments to EBITDA Q3/2004 EBITDA Q3/2004 as defined and calculated pursuant to Sections 5.2 and 5.3 shall be adjusted as follows:

HGB. GmbHG shall mean the German Limited Liability Companies Act (Gesetz betreffend Gesellschaften mit beschränkter Haftung – GmbHG)