Common use of EBS Percentage Amendment Clause in Contracts

EBS Percentage Amendment. Buyer and Sellers acknowledge that Sellers desire that the term "EBS Percentage" be amended prior to the Closing to the extent required such that the Sellers' respective EBS Percentages reflect the relative fair market value of Equivalent Basic Subscribers located within the various Franchise Areas included in the System, as jointly determined by Buyer and Sellers with the assistance of Xxxxxxx & Associates, Inc. ("Xxxxxxx"). Any out-of-pocket fees, costs or expenses incurred in connection with such determination (including any valuation, banking or other fees charged by Xxxxxxx) shall be borne solely by Sellers. Accordingly, promptly after the date of this Agreement, Buyer and Sellers in good faith shall endeavor to negotiate, execute and deliver a mutually satisfactory amendment to Section 1.1 of this Agreement solely for the purpose of amending the definition of "EBS Percentage" so as to reflect this principle.

EBS Percentage Amendment. Buyer and Sellers acknowledge that Sellers desire that the term "“EBS Percentage" ” be amended prior to the Closing to the extent required such that the Sellers' ’ respective EBS Percentages reflect the relative fair market value of Equivalent Basic Subscribers located within the various Franchise Areas included in the System, as jointly determined by Buyer and Sellers with the assistance of Xxxxxxx & Associates, Inc. ("“Xxxxxxx"”). Any out-of-pocket fees, costs or expenses incurred in connection with such determination (including any valuation, banking or other fees charged by Xxxxxxx) shall be borne solely by Sellers. Accordingly, promptly after the date of this Agreement, Buyer and Sellers in good faith shall endeavor to negotiate, execute and deliver a mutually satisfactory amendment to Section 1.1 of this Agreement solely for the purpose of amending the definition of "“EBS Percentage" ” so as to reflect this principle.