Profits (Losses) definition

Profits (Losses) means, with respect to a Product and a Calendar Quarter, the Net Sales for such Product: (a) less Shared Other Expenses; and (b) plus Sublicense Revenue.

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Profits (Losses) shall be the net (after income taxes) profits/losses with respect to the Transaction Activities as reflected in Newco’s yearly financial statements drafted in accordance with the Accounting Standards and duly approved at Newco’s shareholders’ meeting (and Novamont, as shareholder of Newco, shall approve such financial statements only to the extent determined in accordance with this Agreement), adjusted as follows: i. any Acquisition Expenses and Retrofitting Expenses exceeding the budget for a given calendar year (included in the relevant Business Plan approved by Genomatica) by more than […***…] percent ([…***…]%) shall be excluded for purposes of calculating Profits/Losses; ii. any costs of the arbitration provided under Section 4(f) preceding shall be excluded for purposes of calculating Profits/Losses. iii. any indemnity paid by Newco according to Section 7.2 of the Agreement shall be excluded for purposes of calculating Profits/Losses. For clarification purposes: • the costs to be posted in Newco’s financial statements shall include amortization of Acquisition Expenses and Retrofitting Expenses, the portion of the License Value pertaining to the relevant financial year, as well as all taxes and duties due by Newco including the income taxes due by Newco for the relevant financial year after possible settlement of taxable profits with previous deductible losses). No costs relating to activities other than the Transaction Activities shall be posted in Newco’s financial statements; and • the income to be posted in Newco’s financial statements shall include the price for the sale or disposition of the Products calculated in accordance with Section 4.g, as well as any consideration for the sale or transfer of the Facility should Newco cease its operations according to Section 8.3(e) of the Agreement.

Profits (Losses) shall have the meaning set forth in Section 5.▇.

Examples of Profits (Losses) in a sentence

None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company or any of its Affiliates, and no creditor who makes a loan to the Company or any of its Affiliates may have or acquire (except pursuant to the terms of a separate agreement executed by the Company in favor of such creditor) at any time as a result of making the loan any direct or indirect interest in Company Profits, Losses, Distributions, capital or property other than as a secured creditor.
Unless otherwise required by the Code, all Profits, Losses and items thereof for each fiscal year of the Company shall be allocated to the Member in full, disregarding the Company as a separate entity for federal income tax purposes.
Profits, Losses and other Company items shall be allocated between the transferor and the Assignee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the Manager.
Allocations made pursuant to this Section are solely for purposes of federal, state, and local taxes and shall not affect or in any way be taken into account in computing any Member’s Capital Account or share of Profits, Losses, or other items, or Distributions pursuant to any provision of this Agreement.
During such winding-up process, the Profits, Losses, and Distributions of the Distributable Cash shall continue to be shared by the Members in accordance with this Agreement.
Profits, Losses and other items of the Company shall be allocated between the transferor and the transferee according to Code Section 706, using any permissible method as determined in the reasonable discretion of the Manager.
During the period commencing on the first day of the Fiscal Year during which a Dissolution Event occurs and ending on the date on which all of the assets of the Company have been distributed to the Unit Holders pursuant to Section 10.2 of this Agreement (the “Liquidation Period”), the Unit Holders shall continue to share Profits, Losses, gain, loss and other items of Company income, gain, loss or deduction in the manner provided in Article III of this Agreement.
Allocations pursuant to this Section 3.7 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Unit Holder’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.
During the period commencing on the first day of the Fiscal Year during which a Dissolution Event occurs and ending on the date on which all of the assets of the Company have been distributed to the Unit Holders pursuant to Section 10.2 hereof (the “Liquidation Period”), the Unit Holders shall continue to share Profits, Losses, gain, loss and other items of Company income, gain, loss or deduction in the manner provided in Section 3 hereof.
Allocations pursuant to this Section 3.7 are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Unit Holder’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

More Definitions of Profits (Losses)

Profits (Losses). Except as otherwise provided in this Agreement including, without limitation, this Article 6, Profits and Losses shall be determined as at the end of each fiscal year in accordance with the accounting method followed for federal income tax purposes, and shall be allocated to the Partners in the order of priority as follows: