Profit Guarantee Sample Clauses

Profit Guarantee. (a) The Mittric Vendors irrevocably and unconditionally guarantee, jointly and severally, to Mikro that the audited profit before tax of Mittric for the FYE 31 December 2019 shall be not less than RM2,400,000, subject to not more than 10% deviation (i.e. a sum of not less than RM2,160,000). (b) As a security for the performance by the Mittric Vendors in respect of the profit guarantee obligations mentioned under paragraph (a) above, the Mittric Vendors shall, within one business day after the issuance of the Consideration Shares, deposit 9,000,000 Consideration Shares (which shall have a minimum value based on the issue price of RM0.24 per Consideration Share equivalent to RM2,160,000), in the respective proportions and amounts set out in Section 2.3 of this announcement, with a trustee. (c) The parties agree that for the purpose of determining the audited profit before tax of Mittric for the FYE 31 December 2019, the Mittric’s balance sheets and profit and loss accounts for FYE 31 December 2019 (made for the period commencing on 1 January 2019 and ending on 31 December 2019) (“Mittric Guaranteed Financial Year Accounts”) which shall be prepared and determined in accordance with and in compliance with the Malaysian Financial Reporting Standards (MFRS) and not the Malaysian Private Entities Reporting Standard (MPERS) shall be used. Mikro shall procure and cause the auditors of Mikro to complete their audit in respect of the accounts of Mittric not later than 4 months from the last day of FYE 31 December 2019 and the audited profit before tax reported by the auditors of Mikro and approved by the Board (“Audited Accounts Approval Date”) shall, in the absence of manifest error, be conclusive, final and binding and shall not, for the avoidance of doubt, require the prior approval of the shareholders of Mikro or Mittric in general meeting. (d) In the event that the audited profit before tax of Mittric for the FYE 31 December 2019 shall be RM2,160,000 or more, Mikro shall notify the trustee within 14 business days after the relevant Audited Accounts Approval Date and the trustee shall as soon as practicable thereafter release and transfer to the Mittric Vendors, all the Pledged Shares (being the Consideration Shares of Mittric Vendors which are pledged to the trustee for the purpose of the Profit Guarantee) and cash dividend/distribution then held by or deposited with the trustee. In the event the audited profit before tax of Mittric for the FYE 31 December 2019 ...

Profit Guarantee. 9.1 In consideration of the Purchaser’s agreement to enter into this Agreement, the Vendor hereby irrevocably and unconditionally guarantees to the Purchaser that the aggregate net profit after taxation but before extraordinary items of the Group (the “Net Profit”) for the twelve months ending 31 December 2006 as shown in the audited consolidated financial statements of the Group ending such date shall not be less than HK$15,000,000 (the “Guaranteed Net Profit”). If the Net Profit is less than the Guaranteed Net Profit, then the Vendor shall pay to the Purchaser in cash within fourteen (14) calendar days after the delivery of the audited consolidated financial statements of the Group aforesaid an amount calculated as follows: Amount payable to the Purchaser = (Guaranteed Net Profit - Net Profit) x 7.7 x 26% PROVIDED THAT the aforesaid amount shall be rounded up to the nearest whole dollar. 9.2 The Vendor undertakes to procure that the audited consolidated financial statements of the Group shall be prepared by the Company and audited by the Independent Accountants in accordance with the generally acceptable accounting practice, standards and principles of Hong Kong in respect of the twelve months referred to in Clause 9.1, together with any notes, reports or statements included therein or annexed thereto, a copy of which shall be delivered to the Purchaser for review by not later than two (2) months following the balance sheet date of the relevant period.

Profit Guarantee. 5.1 As part of the terms of the Xxxxxx XXX, the Xxxxxx Xxxxxxx are required to guarantee that: (i) the consolidated net profit after tax of the pro forma Sale Group ("NPAT") for the period commencing on 1 July 2007 and ending 31 December 2007 ("2H2007") shall not be less than US$2 million; (ii) the NPAT for the period commencing on 1 January 2008 and ending 31 December 2008 ("FY2008") shall not be less than US$4 million; (iii) the NPAT for the period commencing on 1 January 2009 and ending 30 June 2009 ("1H2009") shall not be less than US$2 million, (each a “NPAT Minimum Guarantee Amount”); and (iv) the aggregate NPAT for the period commencing on 1 July 2007 and ending 30 June 2009 shall not be less than US$10 million (the “NPAT Total Guarantee Amount”). 5.2 In the event that the NPAT of the Sales Group in any one of 2H2007, FY2008 or 1H2009 is less than the relevant NPAT Minimum Guarantee Amount stated, the Consideration shall be reduced by such amount of the shortfall from the NPAT Minimum Guarantee Amount, payable by the Xxxxxx Xxxxxxx in cash within one (1) month of the date that the audited accounts of Xxxxxx for the relevant period are provided to the Xxxxxx Vendors and CMBL. 5.3 In the event that the NPAT for the period commencing on 1 July 2007 and ending on 30 June 2009 in aggregate is less than the NPAT Total Guarantee Amount, the Consideration shall be reduced by such amount of the shortfall from the NPAT Total Guarantee Amount, taking into account any amount paid by the Vendors to the Purchaser pursuant to Paragraph 5.2 above, payable by the Xxxxxx Vendors in cash within one (1) month of the date of release of the financial results of the Sale Group for each of the financial years. 5.4 As security for the amount payable by the Xxxxxx Xxxxxxx to the Purchaser in the event that the profit guarantee is not met, the Purchaser and the Xxxxxx Xxxxxxx have agreed to enter into an escrow agreement with an escrow agent, whereby the escrow agent shall hold 70,697,675 CMBL Shares ("Escrow Shares") during the escrow period, and subject to the profit guarantees as set out in Section 5.1 above being achieved, release the Escrow Shares to the Xxxxxx Vendors in accordance with the terms and conditions of the escrow agreement.

Profit Guarantee. Pursuant to the Sale and Purchase Agreement, the Vendor has irrevocably undertaken to the Purchaser that the net profit before tax of the Target Group as shown in the audited financial statements of the Target Company for the year ending 31 December 2017 prepared under the Hong Kong Financial Reporting Standards and audited by the auditors nominated by the Purchaser will not be less than HK$14 million (the “Profit Guarantee”). If the Profit Guarantee is not met, the Vendor will pay to the Purchaser a compensation sum calculated as follows: compensation sum = (guaranteed profits – actual profits) x 140,000,000 The compensation sum shall be paid within 7 business days after determination of the actual profits and the maximum amount of the compensation sum shall not be more than the consideration. Set out below are the principal terms of the Promissory Note: Issuer: the Company Principal amounts: HK$40 million Maturity date: 3rd anniversary of the date of issue Interest: 6% per annum Transferability and Restrictions: Any transfer of the Promissory Note shall be in respect of the whole or part (in multiples of HK$500,000) of the principal amount of the Promissory Note; and the Promissory Note must not be transferred to any person, firm or company which is a connected person of the Company except in compliance with applicable requirements under GEM Listing Rules.

Profit Guarantee. The Vendor has irrevocably warranted and undertaken that the after-tax net profit of the Target Company for the year ending 31 December 2018 (the “2018 Actual Profits”) shall be not less than RMB10,000,000 (equivalent to approximately HK$11,875,000) (the “2018 Profit Guarantee”) and the after-tax net profit of the Target Company for the year ending 31 December 2019 (the “2019 Actual Profits”) shall be not less than RMB12,000,000 (equivalent to approximately HK$14,250,000) (the “2019 Profit Guarantee”, together with the 2018 Profit Guarantee, the “Profit Guarantee”). As security for the performance of the obligations of the Vendor under the Profit Guarantee, the Vendor shall deposit in aggregate RMB12,000,000 (equivalent to approximately HK$14,250,000) to the Purchaser on the Completion Date, comprising:

Profit Guarantee. The Purchase Price shall be subject to adjustment after the Closing Date as set forth in this Section 1.8. (a) By no later than November 10, 2008, the Company shall prepare, and the Company shall deliver to Seller: (i) the following unaudited combined financial statements of the Outsourcing Business (collectively, the “Unaudited Financial Statements”): a balance sheet as of September 30, 2008, and statement of operations for the twelve month period ended as of September 30, 2008 (the “Current Fiscal Period”); and (ii) the Company’s calculation of the net profits of the Outsourcing Business for the Current Fiscal Period, which shall be derived from the unaudited combined statement of operations included in the Unaudited Financial Statements (the “Net Profit Calculation”). The Unaudited Financial Statements shall in all material respects present fairly the financial position and results of operations of the Outsourcing Business as of and for the dates and periods presented therein and shall have been prepared in conformity with Japanese GAAP as historically applied the twelve (12) months prior to Closing by Seller. The Unaudited Financial Statements and Net Profit Calculation shall be deemed accepted by Seller upon the earliest of (i) notification in writing by Seller to the Company of such acceptance, (ii) the twentieth business day after the Company’s delivery of the Unaudited Financial Statements and Net Profit Calculation to Seller if Seller has not delivered to the Company a Dispute Notice pursuant to Section 1.8(b), or (iii) the date of the final resolution of all disputes reflected in any Dispute Notice pursuant to this Section 1.8 (“Acceptance Date”). The Net Profit Calculation shall be calculated based on net income before income tax as calculated on a Japanese GAAP basis but free of any expenses or income booked by the Company, including management service fees, and US GAAP entries for revenue or amortization of intangible assets. The Parties agree that the financial targets table attached as Exhibit F “Business Objectives Table” hereto fairly establishes expectations of the upper amount of costs to be applied to the income in the calculation of the Net Profit. For elimination of doubt, Net Profit is referred to in Exhibit F as “Income (loss) before income taxes.” (b) In the event that Seller disagrees or otherwise disputes any calculation or determination made regarding the Unaudited Financial Statements or the Net Profit Calculation, Seller shall...

Profit Guarantee. 9.1 For the purpose of this Clause 9,

Profit Guarantee. Pursuant to the New Share Sale and Purchase Agreement, the Vendor undertook to the Company that the net profit after tax of the Target Company for each of the five financial year ended 31 December 2022, being the Profit Guaranteed Period, shall not be less than HK$60,000,000, HK$69,000,000, HK$79,350,000, HK$91,252,500 and HK$104,940,375, respectively (the “Profit Guarantee”). In the event that the actual net profit after tax is less than the guaranteed net profit after tax of the Target Company, the Consideration should be adjusted in accordance with the mechanism, which is set out in the paragraph headed “Consideration”. In relation to the Profit Guarantee for the first year, the actual guaranteed profit shall be adjusted by the days remaining in the financial year after the Completion on a pro rata basis. Each of Xx. Xxxx, Xx. Xxxx and Xx. Xxxx will enter into the Deed of Personal Guarantee in favour of the Company upon Completion for the due performance of the New Share Sale and Purchase Agreement by the Vendor. Further, each of Xx. Xxxx and Xx. Xxxx will enter into the Deed of Property Guarantee in favour of the Company upon Completion for the due performance of the New Share Sale and Purchase Agreement by the Vendor. The Company shall keep the market informed about the performance of the Target Company by publishing announcements and/or disclosing the Target Company’s performance in the Company’s annual report and whether the Profit Guarantee is met.

Profit Guarantee. The Vendors undertake to the Company that the net profits of the current operations of the Target Company and its existing subsidiaries that operate in natural gas related projects (“Guaranteed Profit”) as shown in their audited accounts, under Hong Kong/International Financial Reporting Standards, for each of the six years ending 31 December 2016 (together the “Guaranteed Period”) shall not be less than: (i) HK$50 million for the year ending 31 December 2011; (ii) HK$70 million for the year ending 31 December 2012; (iii) HK$75 million for the year ending 31 December 2013; (iv) HK$85 million for the year ending 31 December 2014; (v) HK$95 million for the year ending 31 December 2015; and (vi) HK$105 million for the year ending 31 December 2016. The Guaranteed Profit only refers to the Target Company and its existing subsidiaries that operate in natural gas related projects as at the date of the Amended Option Agreement. The performance of any new subsidiaries incorporated after the date of the Amended Option Agreement for the purpose of carrying out any individual projects will not be taken into account towards the calculation of the Guaranteed Profit. If the actual net profit of the Target Company and its existing subsidiaries as shown in their audited accounts for any relevant Guaranteed Period is less than the relevant Guaranteed Profit (the “Shortfall”), the Vendors shall jointly and severally compensate the Target Company or its relevant existing subsidiary as determined by the Company, the Shortfall, on a dollar-for-dollar basis, failing which the Company has the option to acquire all the remaining effective interest in the Intermediate Holding Company held by the Vendors and the remaining interest in the subsidiaries of the Target Company at the consideration of HK$1.00. A valuation on the remaining effective interest will be performed and if the valuation of such interests is less than the Shortfall, the Vendors will be required to remain liable for any such difference.

Profit Guarantee. In the Sale and Purchase Agreement, the Vendors, jointly and severally, guaranteed and warranted to the Purchaser that the audited consolidated net profit after taxation of the Target Company for the financial year ending 31 December 2013 shall not be less than HK$4,000,000 (the “Guaranteed Profit”). In the event the Guaranteed Profit is not achieved, the Vendors should pay the Purchaser a compensation sum of HK$X based on the following formula: