Transfer of Profits Sample Clauses

Transfer of Profits. 2.1 Subject to the creation and release of reserves pursuant to clause 2.2, the Con- trolled Company shall transfer its entire profit arising during the term of the Agreement without the transfer of profit to the Controlling Company. Sec. 301 of the German Stock Corporation Act (Aktiengesetz - AktG) as amended from time to time shall apply to the transfer of profits. 2.2 The Controlled Company may, with the consent of the Controlling Company, al- locate amounts from the annual net profits to revenue reserves (Sec. 272 para. 3 of the German Commercial Code (Handelsgesetzbuch – HGB)) only to the extent that this is permissible under commercial law and economically justified based on a reasonable commercial assessment. Other revenue reserves (Sec. 272 para. 3 HGB) formed during the term of this Agreement shall, unless precluded by Sec. 301 AktG, as amended from time to time, be reversed at the request of the Con- trolling Company and used to offset any net loss for the year or transferred as profit. 2.3 The transfer of amounts from the release of capital reserves (Sec. 272 para. 2 No. 4 HGB) and of pre-contractual revenue reserves is excluded. The same shall apply to any pre-contractual profit carried forward. 2.4 The claim to profit transfer shall arise at the end of the fiscal year of the Controlled Company and shall become due at that time.
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Transfer of Profits. (1) The Controlled Company shall undertake to transfer its profits to the Controlling Company in full. Subject to the accrual or release of provisions pursuant to Paragraph 2, the net profit for the year before profit and loss pooling - minus any net loss carried forward from the preced- ing year - shall be transferred. (2) The Controlled Company may transfer funds from its net profit for the year to other retained earnings with the Controlling Company's approval insofar as permissible under German commercial law and warranted by sound commercial reasoning. Other retained earnings in accordance with Section 272, Paragraph 3 of the German Commercial Code accrued during the term of this Agreement shall be released on the Controlling Company's request and to offset any net loss for the year or for transfer as profit. The transfer of funds from the release of other retained earnings pursuant to Section 272, Paragraph 3 of the German Commercial Code accrued prior to the beginning of the term of this Agreement shall be exempted. (3) The valid version of Section 301 of the German Stock Corporation Act shall apply analo- gously. (4) The profit transfer obligation shall enter into force for the first time for the full profit of the Controlled Company's truncated financial year beginning on the day on which the Controlled Company is established, i.e. 3
Transfer of Profits. 2.1 The Subsidiary undertakes to transfer its entire profits to Siemens AG in accordance with the provisions of Section 301 of the German Stock Corporation Act (AktG), as amended from time to time. 2.2 With the consent of Siemens AG, the Subsidiary may appropriate amounts from the annual net income to other retained earnings pursuant to Section 272 (3) of the German Commercial Code (HGB) insofar as this is permitted under commercial law and economically justified based on reasonable business judgment. The formation of statutory reserves is permitted. 2.3 Upon request by Siemens AG, amounts appropriated to other retained earnings pursuant to Section 272 (3) of the German Commercial Code (HGB) during the term of this agreement shall be released and used to compensate an annual net loss or be transferred as profits. The transfer of capital reserves and retained earnings existing prior to the date of this agreement shall be excluded. 2.4 Upon request by Siemens AG, profits shall be transferred in advance during the year, if and to the extent this is legally permissible. 2.5 If this agreement does not end prior to the expiration of the Subsidiary’s fiscal year, the entitlement to the transfer of profits shall arise at the end of the Subsidiary’s fiscal year and shall be due taking that date as value date. 2.6 The obligation to transfer profits shall apply retroactively as of the beginning of the Subsidiary’s fiscal year in which this agreement becomes effective in accordance with Article 4.1.
Transfer of Profits. (1) The Controlled Company shall undertake to transfer its profits to the Controlling Company in full. Subject to the accrual or release of provisions pursuant to Paragraph 2, the net profit for the year before profit and loss pooling - minus any net loss carried forward from the preceding year - shall be transferred. (2) The Controlled Company may transfer funds from its net profit for the year to other retained earnings with the Controlling Company's approval insofar as permissible under German commercial law and warranted by sound commercial reasoning. Uncommitted reserves (other retained earnings in accordance with Section 272, Paragraph 3 of the German Commercial Code) accrued during the term of this Agreement shall be released on the Controlling Company's request and to offset any net loss for the year or for transfer as profit. The transfer of funds from the release of other retained earnings pursuant to Section 272, Paragraph 3 of the German Commercial Code accrued prior to the beginning of the term of this Agreement shall be exempted. Section 301 of the German Stock Corporation Act shall apply analogously. (3) The profit transfer obligation shall enter into force for the first time for the full profit of the 2002 financial year (truncated financial year).
Transfer of Profits. 1. Subject to the amended latest version of Section 301 of the German Public Com- panies Act, the SUBSIDIARY COMPANY undertakes during the term of the Agreement and for the first time from the beginning of the current business year on the date of entry of this Agreement in the Commercial Register to transfer its profits to the PARENT COMPANY as calculated in accordance with the relevant provisions of German commercial law. Subject to the formation or release of re- serves in accordance with Paragraph 2, the amount to be transferred will consist of the annual profits arising without the transfer of profits less any losses carried forward from the previous year. 2. With the consent of the CONTROLLING COMPANY, the SUBSIDIARY COMPA- NY may transfer amounts from its annual profits into the other retained earnings if this is permitted in German commercial law and is commercially justified from a commercially reasonable point of view. At the request of the CONTROLLING COMPANY, the other retained profits formed during the term of this agreement are to be dissolved and transferred to the CONTROLLING COMPANY as profits or in order to compensate for an annual deficit. 3. The monies resulting from the dissolution of capital reserves within the meaning of § 272 para. 2 No. 4 of the German Commercial Code or of pre-agreement earnings may not be transferred.
Transfer of Profits. (1) During the term of the Agreement, the Subsidiary will be obliged to transfer its entire profits to Scout24 Holding GmbH. Pursuant to Section 301 of the German Stock Corporation Act (Aktiengesetz; AktG), the amount to be transferred is the annual net income, less any loss carried forward from the preceding year, which would have accrued in accordance with the applicable provisions under German commercial law had no profit transfer taken place, less the amount to be transferred to the statutory reserves pursuant to Section 300 AktG. (2) The Subsidiary may, subject to the consent of Scout24 Holding GmbH, allocate amounts from the annual net income to the retained earnings (Gewinnrücklagen) (Section 272 (3) of the German Commercial Code (Handelsgesetzbuch)), with the exception of the statutory reserves, to the extent this is permissible under applicable German commercial law and justified in economic terms on the basis of reasonable commercial assessment. The claim for transfer of profits will arise at the end of the financial year. It will fall due on this date as the value date. (3) If any amounts have been allocated to other retained earnings during the term of this Agreement, such amounts may be withdrawn from such other retained earnings and transferred as profits.
Transfer of Profits. (1) The Controlled Company undertakes to transfer its entire profit to the Controlling Com- pany. Subject to the accrual or reversal of provisions pursuant to Paragraph 2, net in- come, less any loss carryforward from the preceding year and any amount barred from payment pursuant to Section 268, Paragraph 8 of the German Commercial Code, shall be transferred to the Controlling Company. (2) Subject to the approval of the Controlling Company, the Controlled Company may transfer amounts from net income to other retained earnings to the extent permissible under German commercial law and economically justified based on a sound commercial as- sessment. Other retained earnings accrued during the term of this Agreement in accord- ance with Section 272, Paragraph 3 of the German Commercial Code shall be reversed on request from the Controlling Company and used to offset a net loss or transferred as profit. This shall not affect the transfer of amounts from the reversal of other retained earnings in accordance with Section 272, Paragraph 3 of the German Commercial Code accrued before the beginning of the term of this Agreement. (3) The provisions of Section 301 of the valid version of German Stock Corporation Act shall be applied accordingly. (4) The profit transfer obligation shall take effect for the first time for the entire profit of the Controlled Company for the fiscal year starting on 1 January 2017. If the entry of this Agreement in the Commercial Register of the Controlled Company does not occur by the end of the day on 31 December 2017, the obligation shall take effect for the first time for the entire profit of the Controlled Company for the fiscal year starting in the year of entry in the Commercial Register.
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Transfer of Profits. (1) The Tax Subsidiary undertakes to transfer all of its profits to the Tax Parent, in acknowledgement of section 301 of the German Stock Corporation Act (Aktiengesetz; "AktG") as amended, for the duration of this Agreement and for the first time in the current financial year. The profits transferred in this context must not exceed the amount to be determined in line with section 301 AktG, as amended. (2) Subject to the consent of the Tax Parent, the Tax Subsidiary may transfer some of the annual net profit to revenue reserves (section 272 (3) of the German Commercial Code (Handelsgesetzbuch; "HGB")), to the extent that this is permitted under commercial law and justified in economic terms, based on a reasonable commercial assessment.
Transfer of Profits. 1. The Subsidiary undertakes to transfer its entire profits to SAP AG during the term of this Agreement. In accordance with Section 301 AktG, the amount to be transferred, subject to the establishment and dissolution of reserves pursuant to para. 2 below, shall be the annual net profits arising without the transfer of profits in accordance with the relevant provisions of German commercial law, less any loss carried forward from the preceding year. The obligation to transfer the profits shall be due at the end of each fiscal year, and interest shall be payable thereon as from such date in accordance with Sections 352 (1), 353 of the German Commercial Code (Handelsgesetzbuch; "HGB"). 2. The Subsidiary may allocate amounts from the annual net profits to the revenue reserves pursuant to Section 272 (3) HGB only to the extent this is permissible under applicable commercial law and justified in economic terms on the basis of a reasonable commercial assessment. Any other revenue reserves pursuant to Section 272 (3) HGB established during the term of this Agreement shall, upon SAP AG's request, be dissolved and be used to compensate any annual net loss or be transferred as profits. Any other reserves and any profit carried forward from the period prior to the date of this Agreement may neither be transferred as profits nor used to compensate any annual net loss.
Transfer of Profits. (1) The controlled company undertakes to transfer its entire profit determined in accordance with the provisions of the German Commercial Code (HGB) to the controlling company. The following is to be transferred, subject to the setup and reversal of other revenue reserves in accordance with Section 2 (2): The net income for the year generated without the profit transfer, minus any loss carried forward from the previous year and transfers to the other revenue reserves in accordance with Section 2 (2) and plus any amounts withdrawn from the other revenue reserves in accordance with Section 2 (2). (2) The controlled company can, with the consent of the controlling company, transfer amounts from its net income for the year to the other revenue reserves (Section 272 (3) HGB (German Commercial Code)) if this is permitted under the German Commercial Code and is economically justified in accordance with prudent business practice. If other revenue reserves in accordance with Section 272 (3) HGB (German Commercial Code) are set up during the term of this agreement, the controlling company can demand that these reserves are withdrawn and transferred as profit or used to compensate for a net loss for the year or a loss carryforward. (3) The obligation of the controlled company to transfer its entire profit shall also include the profit from the sale of all its assets, if and insofar as such transfer is legally permissible. This shall not apply to profits accruing after dissolution of the controlled company. (4) Amounts from the reversal of revenue reserves and profits carried forward which were set up or accrued before the term of this agreement commences and capital reserves set up before or during the term of this agreement in accordance with Section 272 (2) HGB (German Commercial Code) shall not be paid over. The distribution of amounts from the reversal of such other revenue reserves that existed prior to the agreement and such capital reserves set up before or during the term of this agreement in accordance with Section 272 (2) HGB 2 HGB (German Commercial Code) outside this controlling and profit and loss transfer agreement shall be permitted. (5) The provisions of Section 301 AktG (German Stock Corporation Law) (in its applicable version) shall always be observed analogously.
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