Common use of Adjusted Installment Payment Clause in Contracts

Adjusted Installment Payment. Notwithstanding Section 4.4(a) above, if, the sum of the Formula Period Profits (as defined in Section 4.4(f)(v) below) of the New PC and the Surviving Corporation for any Formula Period is less than the Earnings Threshold (as defined in Section 4.4(f)(ii) below, the amount of the Intended Installment Payment for such Formula Period shall be recalculated (the “Adjusted Installment Payment”) to equal the product of the Intended Installment Payment, multiplied by the applicable “Installment Payment Percentage Discount” as defined hereinafter. The “Installment Payment Percentage Discount” shall equal (i) the Formula Period Profits for such Formula Period divided by the Earnings Threshold; multiplied by: (ii) ninety percent (90%) if such Formula Period Profits are Four Hundred Fifty Thousand and No/100 Dollars ($450,000) or more but less than the Earnings Threshold; or (iii) seventy percent (70%) if such Formula Period Profits are Three Hundred Fifty Thousand and No/100 Dollars ($350,000) or more but less than Four Hundred Fifty Thousand and No/100 Dollars ($450,000); or (iv) fifty percent (50%) if such Formula Period Profits are Two Hundred Fifty Thousand and No/100 Dollars ($250,000) or more but less than Three Hundred Fifty Thousand and No/100 Dollars ($350,000). There shall be no Installment Payment for the Formula Period if such Formula Period Profits are less than Two Hundred Fifty Thousand and No/100 Dollars ($250,000). MIA 302707-6.064049.0034

Adjusted Installment Payment. Notwithstanding Section 4.4(a) above, if, the sum of the Formula Period Profits (as defined in Section 4.4(f)(v) below) of the New PC and the Surviving Corporation for any Formula Period is less than the Earnings Threshold (as defined in Section 4.4(f)(ii) below), the amount of the Intended Installment Payment for such Formula Period shall be recalculated (the “Adjusted Installment Payment”) to equal the product of the Intended Installment Payment, Payment multiplied by the applicable “Installment Payment Percentage DiscountAdjustment” as defined hereinafter. The “Installment Payment Percentage DiscountAdjustment” shall equal (i) the Formula Period Profits for such Formula Period divided by the Earnings Threshold; multiplied by: (ii) ninety percent (90%) if such Formula Period Profits are Four Hundred Fifty Thousand and No/100 Dollars ($450,000) 700,000 or more but less than the Earnings Threshold; or (iii) seventy percent (70%) if such Formula Period Profits are Three Hundred Fifty Thousand and No/100 Dollars ($350,000) 560,000 or more but less than Four Hundred Fifty Thousand and No/100 Dollars ($450,000)700,000; or (iv) fifty percent (50%) if such Formula Period Profits are Two Hundred Fifty Thousand and No/100 Dollars ($250,000) 400,000 or more but less than Three Hundred Fifty Thousand and No/100 Dollars ($350,000)560,000. There shall be no Installment Payment for the Formula Period if such Formula Period Profits are less than Two Hundred Fifty Thousand and No/100 Dollars ($250,000). MIA 302707-6.064049.0034400,000.

Adjusted Installment Payment. Notwithstanding Section 4.4(a) above, if, the sum of the Formula Period Profits (as defined in Section 4.4(f)(v4.4(f)(ii) below) of the New PC and the Surviving Corporation for any Formula Period is less than the Earnings Threshold (as defined in Section 4.4(f)(ii4.4(f)(iv) below, after the assignment of any income pursuant to Section 1.44 of Exhibit I, Definitions, of the Management Services Agreement, the amount of the Intended Installment Payment for such Formula Period shall be recalculated (the “Adjusted Installment Payment”) to equal the product of the Intended Installment Payment, multiplied by the applicable “Installment Payment Percentage Discount” as defined hereinafter. The “Installment Payment Percentage Discount” shall equal (i) the Formula Period Profits for such Formula Period divided by the Earnings Threshold; multiplied by: (ii) ninety percent (90%) if such Formula Period Profits are Four Hundred Fifty Thousand and No/100 Dollars ($450,000) 1,400,000 or more but less than the Earnings Threshold; or (iii) seventy percent (70%) if such Formula Period Profits are Three Hundred Fifty Thousand and No/100 Dollars ($350,000) 1,200,000 or more but less than Four Hundred Fifty Thousand and No/100 Dollars ($450,000)1,400,000; or (iv) fifty percent (50%) if such Formula Period Profits are Two Hundred Fifty Thousand and No/100 Dollars ($250,000) 1,000,000 or more but less than Three Hundred Fifty Thousand and No/100 Dollars ($350,000)1,200,000. There shall be no Installment Payment for the Formula Period if such Formula Period Profits are less than Two Hundred Fifty Thousand and No/100 Dollars ($250,000). MIA 302707-6.064049.00341,000,000.

Adjusted Installment Payment. Notwithstanding Section 4.4(a) above, if, the sum of the Formula Period Profits (as defined in Section 4.4(f)(v) below) of the New PC and the Surviving Corporation for any Formula Period is less than the Earnings Threshold (as defined in Section 4.4(f)(ii) below, the amount of the Intended Installment Payment for such Formula Period shall be recalculated (the “Adjusted Installment Payment”) to equal the product of the Intended Installment Payment, multiplied by the applicable “Installment Payment Percentage Discount” as defined hereinafter. The “Installment Payment Percentage Discount” shall equal (i) the Formula Period Profits for such Formula Period divided by the Earnings Threshold; multiplied by: (ii) ninety percent (90%) if such Formula Period Profits are Four Hundred Fifty Thousand and No/100 Dollars ($450,000) or more but less than the Earnings Threshold; or (iii) seventy percent (70%) if such Formula Period Profits are Three Hundred Fifty Thousand and No/100 Dollars ($350,000) or more but less than Four Hundred Fifty Thousand and No/100 Dollars ($450,000); or (iv) fifty percent (50%) if such Formula Period Profits are Two Hundred Fifty Thousand and No/100 Dollars ($250,000) or more but less than Three Hundred Fifty Thousand and No/100 Dollars ($350,000). There shall be no Installment Payment for the Formula Period if such Formula Period Profits are less than Two Hundred Fifty Thousand and No/100 Dollars ($250,000). MIA 302707-6.064049.0034.

Adjusted Installment Payment. Notwithstanding Section 4.4(a3.4(a) above, if, if the sum of the consolidated Formula Period Profits (as defined in Section 4.4(f)(v3.4(f)(ii) below) of the New PC Company and the Surviving Corporation Subsidiary for any Formula Period is are less than the Earnings Threshold (as defined in Section 4.4(f)(ii3.4(f)(iv) below, the amount of the Intended Installment Payment for such Formula Period shall be recalculated (the “Adjusted Installment Payment”) to equal the product of the Intended Installment Payment, multiplied by the applicable “Installment Payment Percentage Discount” percentage discount as defined hereinafterprovided below (the “Adjusted Installment Payment”). The “Adjusted Installment Payment Percentage DiscountPayment” shall equal (i) the Formula Period Profits (as defined in Section 3.4(f)(ii) below) for such Formula Period divided by the Earnings Threshold; multiplied by: (ii) ninety percent (90%) if such Formula Period Profits are Four Hundred Fifty Thousand and No/100 Dollars ($450,000) 4,812,500 or more but less than the Earnings Threshold; or (iii) seventy percent (70%) if such Formula Period Profits are Three Hundred Fifty Thousand and No/100 Dollars ($350,000) 4,125,000 or more but less than Four Hundred Fifty Thousand and No/100 Dollars ($450,000)4,812,500,000; or (iv) fifty percent (50%) if such Formula Period Profits are Two Hundred Fifty Thousand and No/100 Dollars ($250,000) 3,437,500 or more but less than Three Hundred Fifty Thousand and No/100 Dollars $4,125,000, or ($350,000). There shall be v) no Installment Payment for the Formula Period if such Formula Period Profits are less than Two Hundred Fifty Thousand and No/100 Dollars ($250,000). MIA 302707-6.064049.00343,437,500.

Adjusted Installment Payment. Notwithstanding Section 4.4(a3.4(a) above, if, the sum of the Formula Period Profits (as defined in Section 4.4(f)(v3.4(f)(v) below) of the New PC Provider Network and the Surviving Corporation Subsidiary for any Formula Period is less than the Earnings Threshold (as defined in Section 4.4(f)(ii3.4(f)(ii) below, after the assignment of any income pursuant to the Management Services Agreement, the amount of the Intended Installment Payment for such Formula Period shall be recalculated (the “Adjusted Installment Payment”) to equal the product of the Intended Installment Payment, multiplied by the applicable “Installment Payment Percentage Discount” as defined hereinafter. The “Installment Payment Percentage Discount” shall equal (i) the Formula Period Profits for such Formula Period divided by the Earnings Threshold; multiplied by: (ii) ninety percent (90%) if such Formula Period Profits are Four Two Million Seven Hundred Fifty Thousand and No/100 00/100 Dollars ($450,0002,700,000) or more but less than the Earnings Threshold; or (iii) seventy percent (70%) if such Formula Period Profits are Three Two Million One Hundred Fifty Thousand and No/100 00/100 Dollars ($350,0002,100,000) or more but less than Four Two Million Seven Hundred Fifty Thousand and No/100 00/100 Dollars ($450,0002,700,000); or (iv) fifty percent (50%) if such Formula Period Profits are Two One Million Five Hundred Fifty Thousand and No/100 00/100 Dollars ($250,0001,500,000) or more but less than Three Two Million One Hundred Fifty Thousand and No/100 00/100 Dollars ($350,0002,100,000). There shall be no Installment Payment for the Formula Period if such Formula Period Profits are less than Two One Million Five Hundred Fifty Thousand and No/100 00/100 Dollars ($250,0001,500,000). MIA 302707-6.064049.0034.

Adjusted Installment Payment. Notwithstanding Section 4.4(a) above, if, the sum of the Formula Period Profits (as defined in Section 4.4(f)(v) below) of the New PC and the Surviving Corporation for any Formula Period is less than the Earnings Threshold (as defined in Section 4.4(f)(ii) below, the amount of the Intended Installment Payment for such Formula Period shall be recalculated (the “Adjusted Installment Payment”) to equal the product of the Intended Installment Payment, multiplied by the applicable “Installment Payment Percentage Discount” as defined hereinafter. The “Installment Payment Percentage Discount” shall equal (i) the Formula Period Profits for such Formula Period divided by the Earnings Threshold; multiplied by: (ii) ninety percent (90%) if such Formula Period Profits are Four Hundred Fifty One Million Eighty Thousand and No/100 Dollars ($450,0001,080,000) or more but less than the Earnings Threshold; or (iii) seventy percent (70%) if such Formula Period Profits are Three Eight Hundred Fifty Forty Thousand and No/100 Dollars ($350,000840,000) or more but less than Four Hundred Fifty One Million Eighty Thousand and No/100 Dollars ($450,0001,080,000); or (iv) fifty percent (50%) if such Formula Period Profits are Two Six Hundred Fifty Thousand and No/100 Dollars ($250,000600,000) or more but less than Three Eight Hundred Fifty Forty Thousand and No/100 Dollars ($350,000840,000). There shall be no Installment Payment for the Formula Period if such Formula Period Profits are less than Two Six Hundred Fifty Thousand and No/100 Dollars ($250,000600,000). MIA 302707-6.064049.0034.