Profit Guarantee. 8.1 In consideration of the Purchaser’s agreement to enter into this Agreement, each of the Vendor and the Guarantors 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 March 2007 as shown in the audited consolidated financial statements of the Group ending such date shall not be less than HK$20,000,000 (the “Guaranteed Net Profit”). If the Net Profit is less than the Guaranteed Net Profit, then the Vendor and the Guarantors 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 60% PROVIDED THAT the aforesaid amount shall be rounded up to the nearest whole dollar.
8.2 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 8.1, 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. (a) The Busway Vendors irrevocably and unconditionally guarantee, jointly and severally, to Mikro that the audited profit before tax of Busway 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 Busway Vendors in respect of the profit guarantee obligations mentioned under paragraph (a) above, the Busway 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 Busway for the FYE 31 December 2019, the Busway’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) (“Busway 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 Busway 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 Busway in general meeting.
(d) In the event that the audited profit before tax of Busway 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 Busway Vendors, all the Pledged Shares (namely the Consideration Shares of Busway 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 Busway for the FYE 31 December 2019 exceeds RM2,...
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:
Profit Guarantee. 6.1 Xx. Xxxxx irrevocably and unconditionally warrants and guarantees to the Buyer that the aggregate amount of audited net profit (before tax, excluding extraordinary items and after elimination of inter-company transactions between TSL and NSL) of the Target Companies for the three financial years ending 31 December 2025 (“Profit Guaranteed Period”) shall not be less than HK$7.4 million (the “Guaranteed Profit”).
6.2 If the aggregate amount of the actual net profit (before tax, excluding extraordinary items and after elimination of inter-company transactions between TSL and NSL) of the Target Companies for the Profit Guaranteed Period falls short of the Guaranteed Profit, Xx. Xxxxx shall meet such shortfall in the subsequent two financial years, failing which, Xx. Xxxxx shall pay the amount of any shortfall in cash to the Buyer within 15 days after the issue of the audited financial statements of the Target Companies for the financial year ending 31
Profit Guarantee. The Vendor irrevocably and unconditionally warrants and guarantees to the Company that the audited net profit after tax of the Subsidiary for the financial years ended 31 December 2015 (“2015 Audited Profit”) and 2016 (“2016 Audited Profit”) shall be at least HK$1,400,000 (“2015 Guaranteed Profit”) and HK$2,800,000 (“2016 Guaranteed Profit”, together with 2015 Guaranteed Profit, the “Total Guaranteed Profits”) respectively.
Profit Guarantee. The Company did not issue any profit guarantee for the Financial Year ended 31 August 2009.
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. Under the Share Purchase Agreement, the Sellers guaranteed to the Purchaser that the audited consolidated adjusted net profit of the Target Company for the financial years ending 31 December 2018, 31 December 2019 and 31 December 2020 shall not be less than RMB20,000,000, RMB25,000,000 and RMB30,000,000 respectively (each a “Profit Guarantee”).
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:
