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The Acquired Company and each of its Subsidiaries have been duly established and validly exist under the laws of the jurisdiction of its organization. The Acquired Company and each of its Subsidiaries have the unrestricted right, power, authority and capacity to own its assets and to conduct its business as currently conducted and as proposed to be conducted and to own and operate the properties and assets now owned and being operated by it. Neither the Acquired Company nor any of its Subsidiaries is illiquid or over-indebted other than disclosed herein.

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The shares and interests in the Acquired Company and its Subsidiaires are at the Signing Date held as stated in Section AktG or any equivalent agreement under the laws of any jurisdiction. Exhibit The respective Corporate Documents accurately reflect the current corporate status of the Acquired Company and its Subsidiaries. No resolutions or other statements for the amendment of the articles of association or partnership agreement or equivalent document or agreement of the Acquired Company or its Subsidiaries have been made, and no filings to the commercial register or to an equivalent corporate authority in respect of the Acquired Company are pending unless disclosed in Exhibit In this Section Seller guarantees that the Subsidiaries have not incurred any Financial Debt up until the Closing Date which is not covered by Cash as defined in Section 4.


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The Acquired Shares have been validly issued in compliance with applicable German Law. The Acquired Shares constitute the entire share capital of the Acquired Company and, respectively, its Subsidiaries.

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There are no agreements which require the allotment, issue or transfer of any debentures in, or securities of, the Acquired Company or its Subsidiaries. The Acquired Shares are fully paid up. Neither the Acquired Company nor any of its Subsidiaries is a party to any agreement relating to the acquisition or sale of, or a similar transaction involving, any Interests in other Legal Entities or any business Betrieb or parts thereof Betriebsteile , other than agreements, which have already been fully performed by all parties thereto.

There are no silent partnerships stille Beteiligung or other agreements, arrangements or commitments of any character contingent or otherwise pursuant to which any person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance, stock price performance or other similar attribute of the Acquired Company or any of its Subsidiaries.

The individual audited annual financial statements of the Acquired Company for the fiscal year ending on 31 December , and including a balance sheet, profit and loss statement, cash flow statement, notes and business report , as attached balance sheet and profit and loss statement only as Exhibit Without limiting the generality of Section No notice or allegation that any books and records are incorrect or should be corrected has been received by the Acquired Company in writing from a competent Governmental Authority.

No real estate other than the Leased Real Estate is currently used by the Acquired Company and its Subsidiaries to conduct the Business. The Seller has further not received any challenge with regard to non-registered Intellectual Property. During the last three years prior to the Closing Date the Acquired Company has paid all remuneration to persons entitled to any compensation under the Employee Invention Law or agreements with employees entered into under the Employee Invention Law up to and including the Closing Date.

The Seller is not aware of any defects in the Information Technology owned or used by the Acquired Company which have or are likely to have, a Material Adverse Effect on the Business. The Acquired Company is free to dispose of the Owned Assets and Inventories in any manner, and such dispositions do not violate any legal obligations of the Acquired Company. Except as disclosed in Exhibit The Acquired Company has in the last three years prior to the Closing Date not experienced any disputes with Governmental Authorities with regard to labor or work environment matters in particular, regarding disabled persons and repayment obligations or any material individual labor disputes or any strike, labor interruption or disturbance or other collective labor disputes of any material nature.

There are no outstanding or deferred salary claims of any Director and Officer or employee against the Acquired Company. Neither the Acquired Companies nor any of its Subsidiaries has conducted or initiated any internal investigation or made a voluntary disclosure to any Governmental Authority with respect to any alleged act or omission leading to a non-compliance with any applicable export or import laws or the FCPA or any other applicable Law of similar effect and no Governmental Authority has officially initiated, or threatened in writing to initiate, a proceeding against the Acquired Company, or any of its Subsidiaries, directors and officers, asserting that the Acquired Company, or any of their Subsidiaries is not in compliance with any export or import laws or the FCPA or any other applicable Law of similar effect.

The Acquired Company has not received any written notice or has any reason to believe that such supplier will not sell raw materials, supplies, merchandise and other goods and services to the Purchaser after the Closing. So far as the Seller is aware, except as disclosed in Exhibit Except as indicated in Exhibit The Acquired Company has duly paid all premiums and is in full compliance with all other obligations Verpflichtungen und Obliegenheiten under the Insurance Policies.

The Purchaser acknowledges and has made its own assessment on the scope of the Insurance Policies and renders their coverage as sufficient to adequately cover the risks for businesses comparable to the business of the Acquired Company. All Taxes to be paid or withheld and remitted by the Acquired Company and its Subsidiaries have been duly paid or withheld and remitted to the appropriate Tax authority.

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Neither the Acquired Company nor any of its Subsidiaries has received any written Tax ruling or entered into or is currently under negotiations to enter into any agreement with any Tax authority which would affect the Tax situation of the Acquired Company and its Subsidiaries. Any payment to the Purchaser made by the Seller as a consequence of a Breach shall be deemed a reduction of the purchase price. Any advantages resulting from the Breach Vorteilsausgleich shall be taken into account only as and when they have actually been received in accordance with the Law.

Unless provided otherwise herein, Sections through BGB shall apply. The Purchaser has conducted a due diligence review of the Acquired Company and the Subsidiaries The Seller shall, therefore, not be liable if and to the extent that the Purchaser had positive knowledge of the facts, omissions or other occurrences that make one or more representation, guarantees or statements of the Seller in this Agreement incomplete or inaccurate.

In this connection all documents and written information provided to the Purchaser during the due diligence process are deemed known to the Purchaser, in particular.

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The Parties hereby jointly instruct the authenticating notary public to take the data room DVD in custody Verwahrung. Each Party may at any time upon one 1 week prior written notice inspect the content of the DVD at the notary's office with the Party's own equipment. The authenticating notary public shall immediately inform all other Parties hereto about such inspection request by one or more Partie s. The other Parties shall have the right to participate in such inspection of the DVD by the requesting Party. In the event of arbitration proceeding or court action the authenticating notary public shall, at the request of the arbitral tribunal or the court, deliver the DVD to the arbitral tribunal or the court.

Furthermore the authenticating notary public shall only hand out the DVD upon a joint written instruction of the Sellers and the Purchaser or pursuant to an enforceable judgement or arbitral award. The notary may destroy the DVD deposited six 6 years from the date of this Agreement. Unless the Purchaser is of the reasonable opinion that for legitimate business interests of the Purchaser or the Acquired Company a control of the defense by the Seller is inappropriate, the Seller may upon delivery of the notice of disagreement assume the defense against the Third-party Claim.

When defending the Third-party Claim the Seller shall a keep the Purchaser at all times informed about the status of defense measures, and b comply with any reasonable request of the Purchaser with respect to the defense. The Purchaser shall be allowed a reasonable opportunity to participate in the defense with its own counsel and at its own expense. The Seller shall be authorized to consent to a settlement of, or the entry of any Judgment arising from, the Third-party Claim, only with the prior written consent of the Purchaser.

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The Seller shall pay all costs and expenses incurred in conjunction with a Third-party Claim, including all court fees, lawyer fees, and fees for experts and consultants, provided that the Seller is under an obligation to indemnify the Purchaser in respect of the Third-party Claim. The Parties are in agreement that where one and the same set of facts Sachverhalt qualifies under more than one provision entitling the Purchaser to a claim or remedy under this Agreement, there shall be only one claim or remedy.

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In particular, the foregoing shall apply if one and the same set of facts Sachverhalt qualifies under more than one of the representations made in Section In case of insurance coverage, the Seller shall compensate Purchaser for any costs and disadvantages in connection with claiming the insurance benefit such as potential elevated costs in insurance premium fees.

In the case of Breaches of representations in Section In the case of Breaches of representations in Sections Any limitation period shall be suspended gehemmt with the receipt i by the Seller of the Breach Notice or ii by the Purchaser of a written notice of acknowledgement of Breach Fehleranerkenntnis of the Seller. Sections through BGB shall apply.

The time limitation in this Section A compilation of all shipments of M Equipment made prior to the date of this Agreement and which have not been fully paid by TSMC are listed in Exhibit Subject to the limitations set forth in Section Direct internal costs of the Acquired Company, including expenditures of direct labor costs for personnel, shall be charged on at-cost basis.

General overheads and indirect costs Verwaltungskosten of the Acquired Company shall not be taken into account. The obligation of the Seller to indemnify the Purchaser hereunder shall only apply if a notification of Purchaser demanding indemnification is received by the Seller either i eighteen 18 months after the Closing Date or ii one 1 month after ultimate failure of a M Tool on a case by case basis to obtain the final acceptance by TSMC, as agreed under the respective contractual terms with TSMC, whichever is earlier.

In case the Seller demands so, the Purchaser will provide the Seller with sufficient documentation about the date and results of the final acceptance tests and any measures of the Acquired Company taken in order to cure any defects. The indemnification obligation of the Seller shall terminate in relation to each M Tool upon final acceptance by TSMC of the respective Tool, provided that any Indemnified Amounts due and payable under the indemnity pursuant to this Section In the absence of a claim notification pursuant to Section In the event of an indemnification pursuant to Section To the extent permitted by Law, i.

In particular the Seller gives no representation, warranty or guarantee with respect to any projections, estimates or budgets delivered or made available to the Purchaser of future revenues, future results of operations or any component thereof , future cash flows or future financial condition or any component thereof or the future business and operations of the Acquired Company, any of its Subsidiaries or the Business.

Unless mandatory liability by law for intent Vorsatz or fraud Arglist applies, the Purchaser and Brooks Automation, Inc. The indemnification in Section If a Tax indemnifiable under Section VAT compensation claims , iv any payments for non-compliance with transfer pricing obligations v any de-grouping charges or similar charges based on Law or contractual arrangements, and vi all related charges, interest, penalties, fines and additions imposed in connection with such taxes or contributions under i through v , excluding, however, any deferred taxes e.

Payment of the Taxes claimed shall not be effected for at least twenty 20 Business Days as of receipt of such notification. The Seller. If the Seller fails to comment, the Purchaser may decide at its own discretion. The Purchaser undertakes to follow, and to make sure that the Acquired Company or respective Subsidiary follows the instructions of the Seller as regards to the treatment of such dispute and shall coordinate with the Seller any measures intended to be taken in respect of such a dispute. The Purchaser shall be entitled to oppose any such measures as may be detrimental to the Tax burden of the Acquired Company or the respective Subsidiary.

In such case, however, no claims can be made by Purchaser under this Section 13 in the same respect. The obligation to inform the Seller and coordinate Tax matters with it includes also any other communication, negotiation or agreement with any Tax authority regarding the periods ended on or prior to the Closing Date.

The Purchaser undertakes to ensure the cooperation of the Acquired Company or respective Subsidiary and their legal successors with the Seller in line with the terms of this Section Any claim of the Purchaser for a Tax indemnification pursuant to Section The notification shall include a copy of the relevant Tax assessment and a verifiable calculation of the relevant taxable capital gain or profit and the amount of the Indemnifiable Tax thereon and of the indemnity payment requested.

At the request of the Seller, the Purchaser shall procure that the Acquired Company or the respective Subsidiary uses its best efforts to achieve a deferred payment date, in particular but not limited to the application for a suspension of enforcement of Tax payment obligations Aussetzung der Vollziehung or any equivalent application in foreign jurisdictions. If a lower Tax than already indemnified is assessed, the difference shall be reimbursed by the Purchaser to the Seller not later than ten 10 Business Days after the difference has been refunded by the Tax authorities including by way of set-off, deduction or consumption.

The Purchaser shall, and shall procure that the Acquired Company or respective Subsidiary will promptly notify the Seller in writing about such lower tax assessment or Tax refunds or benefits. In the period between the Signing Date and the Closing Date, the Seller shall cause the Acquired Company and its Subsidiaries i to prepare and file any Tax Returns when due on or before the Closing Date and ii to timely pay all taxes payable under any Tax Returns, except for cases of suspension granted in the course of bona fide objections against Tax assessments Aussetzung der Vollziehung im Einspruchsverfahren.

For the avoidance of doubt, this shall not prohibit the Purchaser and the Acquired Company from paying any Taxes as they fall due under Law or by order of the Tax authorities. If the Seller did not provide any comment with respect to the Relevant Tax Return to the Purchaser or the Acquired Company or the respective Subsidiary within ten 10 Business Days following the receipt of the respective Tax Return, the Acquired Company or the respective Subsidiary shall be free to submit such Relevant Tax Return to the respective Tax authority; however, a failure to provide comments in time shall not prejudice the rights and duties of either Party under this Section If and to the extent Tax liabilities that are actually indemnified by the Seller are covered by claims against third parties the Purchaser shall procure that such claims are assigned by the Acquired Company or the respective Subsidiary to the Seller or, should an assignment not be possible, the Acquired Company or the respective Subsidiary pursues such claim at the direction and cost of the Seller and passes on to the Seller any benefit actually obtained thereby.

Edited By Hartmut Oetker, Arnd Arnold, Dorothee Einsele and Jan Lieder

This guarantee shall be subject to all defenses and remedies of the Seller under this Agreement. This guarantee shall be subject to all defenses and remedies of the Purchaser under this Agreement. The Parties shall cooperate with each other and provide each other such assistance and information which is reasonably necessary in connection with this Agreement and the implementation of the transactions contemplated by this Agreement.


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