Common use of Income Adjustment Clause in Contracts

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. 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 1October 30, 2007 2006 to the close of business on the Sunday immediately day preceding the Closing Date from the aggregate Income Accretion Amount from and including January 1October 30, 2007 2006 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 Purchasers 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 Company from and including January 1October 30, 2007 2006 through the Sunday immediately prior to the Closing Date, to be prepared from the books and records of the Companies Company 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.