Common use of Profits and losses during the Transitional Period Clause in Contracts

Profits and losses during the Transitional Period. PipeChina agrees that, the profits and losses generated by the Target Company in the Transitional Period shall belong to PetroChina. Any distributable profits of the Target Company that are declared for distribution during the Transitional Period shall not be included into the Transaction Consideration. To the extent that as determined in the Closing Audit any net profits are generated by the Target Company during the Transitional Period or the net asset value increases as a result of other profits and losses incurred during the Transitional Period, PipeChina agrees that PetroChina is entitled to obtain such increased income through dividend distribution by the Target Company. Dividend resolutions of the Target Company shall be declared prior to the Closing Date (including the very date), and the amount of dividends shall be determined on the basis of the amount of distributable profits attributable to the target equity generated during the Transitional Period as specified in the Closing Audit Report. The dividend payment date shall be no later than 30 Days from the date of completion of the Closing Audit. Any amount of such increased income that cannot be obtained by PetroChina through dividend shall be included into the Cash Consideration, and shall be paid no later than the payment of the second instalment of the Cash Consideration. In the event that the Target Company suffers a loss or the net asset value decreases as a result of other profits and losses arising during the Transitional Period, PetroChina agrees that PipeChina shall have priority to deduct in proportion to the Target Equity the corresponding amount from the unpaid Cash Consideration. To the extent that the unpaid Cash Consideration is insufficient to cover such loss or decrease, the shortfall shall be paid by PetroChina to PipeChina in cash no later than the payment of the second instalment Cash Consideration of this Acquisition.

Profits and losses during the Transitional Period. PipeChina agrees that, the profits and losses generated by the Target Company in the Transitional Period shall belong to PetroChina. Any distributable profits of the Target Company that are declared for distribution during the Transitional Period shall not be included into the Transaction Consideration. To the extent that as determined in the Closing Audit any net profits are generated by the Target Company during the Transitional Period or the net asset value increases as a result of other profits and losses incurred during the Transitional Period, PipeChina agrees that PetroChina is entitled to obtain such increased income through dividend distribution by the Target Company. Dividend resolutions of the Target Company shall be declared prior to the Closing Date (including the very date), and the amount of dividends shall be determined on the basis of the amount of distributable profits attributable to the target equity generated during the Transitional Period as specified in the Closing Audit Report. The dividend payment date shall be no later than 30 Days from the date of completion of the Closing Audit. Any amount of such increased income that cannot be obtained by PetroChina through dividend shall be included into the Cash Consideration, and shall be paid no later than the payment of the second instalment of the Cash Consideration. In the event that the Target Company suffers a loss or the net asset value decreases as a result of other profits and losses arising during the Transitional Period, PetroChina agrees that PipeChina shall have priority to deduct in proportion to the Target Equity the corresponding amount from the unpaid Cash ConsiderationConsideration not yet paid. To the extent that the unpaid Cash Consideration is insufficient isn’t sufficient to cover such loss or decrease, the shortfall shall be paid by PetroChina to PipeChina in cash no later than the payment of the second instalment Cash Consideration of this Acquisition.

Profits and losses during the Transitional Period. PipeChina agrees that, the profits and losses generated by the Target Company in the Transitional Period shall belong to PetroChina. Any distributable profits of the Target Company that are declared for distribution during the Transitional Period shall not be included into excluded from the Transaction Consideration. To the extent that as determined in the Closing Audit any net profits are generated by the Target Company during the Transitional Period or the net asset value increases as a result of other profits and losses incurred during the Transitional Period, PipeChina agrees that PetroChina is entitled to obtain such increased income through dividend distribution by the Target Company. Dividend resolutions of the Target Company shall be declared prior to the Closing Date (including the very date), and the amount of dividends shall be determined on the basis of the amount of distributable profits attributable to the target equity generated during the Transitional Period as specified in the Closing Audit Report. The dividend payment date shall be no later than 30 Days from the date of completion of the Closing Audit. Any amount of such increased income that cannot be obtained by PetroChina through dividend shall be included into the Cash Consideration, and shall be paid no later than the payment of the second instalment of the Cash Consideration. In the event that the Target Company suffers a loss or the net asset value decreases as a result of other profits and losses arising during the Transitional Period, PetroChina agrees that PipeChina shall have priority to deduct in proportion to the Target Equity the corresponding amount from the unpaid Cash ConsiderationConsideration not yet paid. To the extent that the unpaid Cash Consideration is insufficient isn’t sufficient to cover such loss or decrease, the shortfall shall be paid by PetroChina to PipeChina in cash no later than the payment of the second instalment Cash Consideration of this Acquisition.

Profits and losses during the Transitional Period. PipeChina agrees that, the profits and losses generated by the Target Company in the Transitional Period in respect of the Target Assets shall belong to PetroChina. Any distributable profits of the Target Company that are declared for distribution in respect of the Target Assets during the Transitional Period shall not be included into the Transaction Consideration. To the extent that as determined in the Closing Audit any net profits are generated by the Target Company Assets during the Transitional Period or the net asset value increases as a result of other profits and losses incurred during the Transitional Period, PipeChina agrees that PetroChina is entitled to obtain such increased income through dividend distribution by the relevant Target CompanyCompanies. Dividend resolutions of the Target Company Companies shall be declared prior to the Closing Date (including the very date), and the amount of dividends shall be determined on the basis of the amount of distributable profits attributable to the target equity generated during the Transitional Period as specified in the Closing Audit Report. The dividend payment date shall be no later than 30 Days from the date of completion of the Closing Audit. Any amount of such increased income that cannot be obtained by PetroChina through dividend shall be included into the Cash Consideration, and shall be paid no later than the payment of the second instalment of the Cash Consideration. In the event that the Target Company suffers Assets suffer a loss or the net asset value decreases as a result of other profits and losses arising during the Transitional Period, PetroChina agrees that PipeChina shall have priority to deduct in proportion to the Target Equity the corresponding amount from the unpaid Cash Consideration. To the extent that the unpaid Cash Consideration is insufficient to cover such loss or decrease, the shortfall shall be paid by PetroChina to PipeChina in cash no later than the payment of the second instalment Cash Consideration of this AcquisitionTransaction.

Profits and losses during the Transitional Period. PipeChina agrees that, the profits and losses generated by the Target Company in the Transitional Period in respect of the Target Assets shall belong to PetroChina. Any distributable profits of the Target Company that are declared for distribution in respect of the Target Assets during the Transitional Period shall not be included into excluded from the Transaction Consideration. To the extent that as determined in the Closing Audit any net profits are generated by the Target Company Assets during the Transitional Period or the net asset value increases as a result of other profits and losses incurred during the Transitional Period, PipeChina agrees that PetroChina is entitled to obtain such increased income through dividend distribution by the relevant Target CompanyCompanies. Dividend resolutions of the Target Company Companies shall be declared prior to the Closing Date (including the very date), and the amount of dividends shall be determined on the basis of the amount of distributable profits attributable to the target equity generated during the Transitional Period as specified in the Closing Audit Report. The dividend payment date shall be no later than 30 Days from the date of completion of the Closing Audit. Any amount of such increased income that cannot be obtained by PetroChina through dividend shall be included into the Cash Consideration, and shall be paid no later than the payment of the second instalment of the Cash Consideration. In the event that the Target Company suffers Assets suffer a loss or the net asset value decreases as a result of other profits and losses arising during the Transitional Period, PetroChina agrees that PipeChina shall have priority to deduct in proportion to the Target Equity the corresponding amount from the unpaid Cash Consideration. To the extent that the unpaid Cash Consideration is insufficient to cover such loss or decrease, the shortfall shall be paid by PetroChina to PipeChina in cash no later than the payment of the second instalment Cash Consideration of this AcquisitionTransaction.