Income Adjustment. The “Purchase Price Income Adjustment” shall mean the amount calculated by subtracting the aggregate positive Unleveraged Cash Flow (or adding the aggregate Unleveraged Cash Flow, if negative) from and including January 1, 2007 to the close of business on the Sunday immediately preceding the Closing Date from the aggregate Income Accretion Amount from and including January 1, 2007 to the Sunday immediately preceding the Closing Date. No later than the fourth Business Day prior to the close of business on the day preceding the Closing Date, the Sellers shall prepare and deliver to the Buyer an officer’s certificate, certifying as to the estimated Purchase Price Income Adjustment as of the Sunday immediately prior to the Closing Date (the “Estimated Income Adjustment Amount”), which certificate shall be accompanied by a statement of the EBITDA, Capital Expenditures, Unleveraged Cash Flow and Income Accretion Amount of the Companies from and including January 1, 2007 through the Sunday immediately prior to the Closing Date, to be prepared from the books and records of the Companies in accordance with GAAP, where applicable, and in a manner consistent with the preparation of the Financial Statements; provided, that for purposes of the Estimated Income Adjustment Amount, the Unleveraged Cash Flow for the week ending on the Sunday immediately prior to the Closing Date shall be the projected Unleveraged Cash Flow for such period as set forth on Exhibit 2.3(a) attached hereto. A representative calculation of the Estimated Income Adjustment Amount is attached hereto as Exhibit 2.3(a). The Purchase Price payable at the Closing shall be increased or decreased, on a dollar for dollar basis, by the Estimated Income Adjustment Amount.
Income Adjustment. (a) Where the restructuring process results in an employee's TRP or allowances being reduced due to:
Income Adjustment. Seller projects that the Business will produce ----------------- Adjusted Income (defined below) in calendar years 1998 and 1999 of $1,856,000 in the aggregate, exclusive of any new earnings produced by Purchaser that are not from Paccar, Inc. (the "Projected Income"). To the extent that the actual Adjusted Income produced by the Business in calendar years 1998 and 1999 in the aggregate, exclusive of any new earnings produced by Purchaser that are not earnings from Paccar, Inc. that constituted a part of the Business prior to the Effective Date (other than earnings from Paccar, Inc.'s Kenworth Division relating to products manufactured by processes currently used in production by Seller, which shall constitute earnings produced by Seller) (the "Actual Income"), is less than the Projected Income, the Initial Purchase Price shall be reduced by an amount (the "Income Adjustment") equal to the lesser of (i) $305,000 or (ii) the amount by which the Projected Income exceeds the Actual Income. For purposes of this Agreement, "Adjusted Income" means the Business's earnings before interest, taxes, depreciation and amortization, excluding (i) any principal or interest payments to the Former Shareholder pursuant to the consulting agreement described in Section 2.1(v), (ii) the Stock Liability (defined in Section 2.2), (iii) income from any sale of the assets of the Business other than in the ordinary course of business, and (iv) any increase in overhead or direct costs mandated by Purchaser. The Income Adjustment, if any, is to be made pursuant to the Note (as defined in Section 3.6(b)) and if there is any inconsistency between the terms of this Section 3.2 and the terms of the Note, the terms of the Note shall prevail. Notwithstanding the foregoing, in the event that Purchaser should sell or transfer a substantial portion of the Assets or Business during calendar years 1998 or 1999 without the prior written consent of Seller (which consent will not be unreasonably withheld provided that such sale or transfer does not adversely affect the projected earnings of the Business), the terms of this Section 3.2 and the Income Adjustment shall lapse.
Income Adjustment. If the income before taxes for the ----------------- Business ("Net Income") for the 1997 calendar year as reflected on the Post Closing Audit is materially less than the Net Income set forth in the 1997 Financial Statements provided pursuant to Section 4.5, the Seller and the Shareholders shall return to the Buyer a pro-rata number of the Initial Shares based upon the ratio of the Net Income reflected on the Post Closing Audit that differs by more than 15% from the Net Income reflected on the 1997 Financial Statements delivered pursuant to Section 4.5 below. For purposes of making the adjustment required by this paragraph, Net Income shall be calculated consistent with the method used in determining the Cash Price Adjustment provided for in Section 1.2 without giving effect to any of the adjustments causing a Cash Price Adjustment, it being acknowledged and agreed that the parties intend that any effects the calculation of the Cash Price Adjustment may have upon the Net Income shall be disregarded and not be double counted against the Seller.
Income Adjustment. The Purchase Price shall be increased or decreased as the case may be, by the amount that the consolidated income from operations of L&L for the twelve-month period ending March 31, 1998, is greater than or less than the sum of One Hundred Ten Thousand and Nine Hundred dollars ($110,900). Furthermore, Seller warrants that L&L consolidated net tangible assets at October 31, 1997 were Five Hundred Forty-Five Thousand Seven Hundred dollars ($545,700). Since October 31, 1997 and until the Effective Date, there shall have been no reduction in L&L consolidated net tangible assets other than resulting from net income or loss from operations in the normal course of business and the reduction, if any, has been included in the income adjustment described above. The Purchase Price shall be reduced by the amount of reduction, if any, to L&L consolidated net tangible assets as of the Effective Date that is not reflected in the above income adjustment.
