Base Profits definition

Base Profits means 5% of gross revenues from the Marine Business.
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Base Profits shall initially be $37,500, but shall increase from time to time in the event the Company (or any subsidiary) acquires any Related Company, in an amount equal to the total Profits of the Related Company for prior 12 month period divided by two. “Revenue” means total revenue less (i) returns, (ii) discounts, (iii) adjustments, and (iv) allowances, calculated by the Company subject to customary generally accepted accounting practices. “Profit” means gross profit calculated by the Company subject to customary generally accepted accounting practices. The Company shall calculate the Bonus as soon as practicable after each June 30th and December 31st, during the Term, and pay the Consultant any Bonus due promptly after such calculation is made. “Total Revenue” means gross sales collected by the Company, relating solely to the operations of One Exam Prep LLC [plus any Related Companies], less (i) returns, (ii) discounts, (iii) adjustments, and (iv) allowances, calculated by the Company subject to customary generally accepted accounting practices, rounded down to the nearest multiple of $250,000 (for example, $1,900,000 is rounded down to $1,750,000 and $240,000 is rounded down to $0, similarly, ($1,300,000) would be rounded down to ($1,250,000)). “Total Profits” means net profit of One Exam Prep LLC [plus any Related Companies], as calculated by the Company subject to customary generally accepted accounting practices, rounded down to the nearest multiple of $25,000 (for example, $890,000 is rounded down to $875,000 and $24,000 is rounded down to $0, similarly, ($290,000) would be rounded down to ($275,000)). In the event that Total Revenue or Total Profits are negative, they shall decrease the applicable Bonus, provided that the Bonus shall in no event be less than $0, provided further that any negative Bonus calculation for any period ending June 30th, shall carry over and adjust downward any positive Bonus for any period ending December 31st.
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Base Profits means the sum of Fifteen Million Seven Hundred Ninety- Six Thousand Dollars ($15,796,000). NFC acknowledges that its decision to purchase the assets of the Management Company pursuant to the terms of the Asset Purchase Agreement was based largely on the audited December 1993 and December 1994 financial statements and proforma adjustments to cash flow of the Management Company for those years and the interim balance sheet and income statement as of and for the 8-month period ended August 31, 1995 prepared by the Management Company on a "first-in, first-out" basis. If for any reason the foregoing financial statements are found to be materially inaccurate, if the parties are unable to agree upon an adjustment of the Base Profits, then at NFC's option, in its sole discretion, NFC may terminate the Asset Purchase Agreement, this Agreement and any other agreement entered into in connection with the Asset Purchase Agreement. Notwithstanding the foregoing, the Base Profits figure set forth above is dependent upon the accuracy of the add-back items provided by the Management Company and the Managers to NFC for purposes of calculating the Base Profits. If during the course of the due diligence investigation to be conducted by NFC prior to the effective date of this Agreement, it is determined by NFC that any of the add-back items listed on Exhibit A hereto have been materially misstated, if the parties are unable to agree upon an adjustment of the Base Profits, then at NFC's option, in its sole discretion, NFC may terminate the Asset Purchase Agreement, this Agreement and any other agreement entered into in connection with the Asset Purchase Agreement. In addition, NFC represents and warrants that its base profit calculation for the 13 accounting periods ending July 15, 1995 for its Tidewater and Baltimore divisions used to calculate the Base Profits fairly presents the results of operations of such divisions in conformance with generally accepted accounting principles consistently applied, except for such matters noted on such calculation. The parties hereto agree that, in connection with the audit of NFC's books and records to be conducted by NFC's independent auditors ("NFC AUDITORS") for the year ended December 30, 1995, which will include an observation of the physical inventory taken at the Tidewater and Baltimore divisions, NFC Auditors will review the books and records of the Tidewater and Baltimore divisions and prepare a report thereon on or before January...
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Examples of Base Profits in a sentence

  • The Executive shall receive additional incentive bonuses, if earned,with respect to the fiscal years ending during the Term pursuant to Subsection 13.2.3 and/or 13.2.4 (each an "Additional Incentive Bonus"); provided, however, that no Additional Incentive Bonus for a fiscal year shall be payable if the Net After-Tax Profits (as hereinafter defined) for such fiscal year do not exceed Base Profits (as hereinafter defined).

  • If Net After-Tax Profits for a fiscal year exceed Base Profits for such fiscal year, the Executive shall receive an Additional Incentive Bonus (in addition to any Additional Incentive Bonus pursuant to Subsection 13.2.4) equal to the Applicable Percentage set forth in the table below multiplied by the difference between actual Net After- Tax Profits and Base Profits.

  • The Executive shall receive an additional incentive bonus, if earned, with respect to the fiscal years ending during the Term (the "Additional Incentive Bonus"); provided, however, that an Additional Incentive Bonus for a fiscal year shall only be payable if the Net After-Tax Profits (as hereinafter defined) for such fiscal year exceed Base Profits (as hereinafter defined).

  • If Net After-Tax Profits for a fiscal year exceed Base Profits for such fiscal year, the Executive shall receive an Additional Incentive Bonus equal to the Applicable Percentage set forth in the table below multiplied by the difference between actual Net After-Tax Profits and Base Profits.

  • Notwithstanding the determination of Applicable Percentage in the table set forth in Subsection 2.3.3 above, if gross revenues for a fiscal year of the Marine Business increase by an amount of 20% or more as compared to gross revenues for the previous fiscal year of the Marine Business, then the Applicable Percentage for such fiscal year will be 2.0% so long as Net After Tax Profits for such fiscal year exceed Base Profits for such fiscal year.

  • If Net After-Tax Profits for a fiscal year exceed Base Profits for such fiscal year, the Executive shall receive an Additional Incentive Bonus (in addition to any Additional Incentive Bonus pursuant to Subsection 13.2.4) equal to the Applicable Percentage set forth in the table below multiplied by the difference between actual Net After-Tax Profits and Base Profits.

Related to Base Profits

  • Operating Profits means, as applied to any Person for any period, the operating income of such Person for such period, as determined in accordance with GAAP.

  • Operating Profit means the excess of Gross Revenues over the following deductions (“Deductions”) incurred by Manager, on behalf of Owner, in operating the Hotel:

  • Common profits means the balance of all income, rents, profits and revenues from the common areas and facilities remaining after the deduction of the common expenses;

  • Gross Profits means the gross profits calculated under section 4;

  • Gross Income from Operations means, during any period, all sustainable income as reported on the financial statements delivered by Borrower in accordance with this Agreement, computed in accordance with GAAP, derived from the ownership and operation of the Property from whatever source during such period, including (i) Rents from Tenants that are in occupancy and paying full contractual rent without right of offset or credit, (ii) utility charges, (iii) escalations, (iv) forfeited security deposits, (v) interest on credit accounts, (vi) service fees or charges, (vii) license fees, (viii) parking fees, (ix) rent concessions or credits, (x) income from vending machines, (xi) business interruption or other loss of income or rental insurance proceeds, (xii) other required pass-throughs and (xiii) interest on Reserve Funds, if any, but excluding (i) Rents from month-to-month Tenants, Tenants during a free-rent period, or Tenants that are included in any Bankruptcy Action, (ii) sales, use and occupancy or other taxes on receipts required to be accounted for by Borrower to any Governmental Authority, (iii) refunds and uncollectible accounts, (iv) sales of furniture, fixtures and equipment, (v) Insurance Proceeds (other than business interruption or other loss of income or rental insurance), (vi) Awards, (vii) unforfeited security deposits, (viii) utility and other similar deposits and (ix) any disbursements to Borrower from the Reserve Funds, if any. Gross income shall not be diminished as a result of the Security Instrument or the creation of any intervening estate or interest in the Property or any part thereof.