Common use of Income Projections for Early Termination Payments Clause in Contracts

Income Projections for Early Termination Payments. Notwithstanding the provisions of Section 7.09(a), solely with respect to disagreements regarding the computation of an Early Termination Payment that relates to the taxable income projections described in clause (i) of the definition of “Valuation Assumptions,” the Corporation and the Xxxxxx Family Entities (through GPC L.P.) shall each submit the Reconciliation Dispute for determination to an Expert in the area of valuation services. Based on the income projections of such Experts, if the higher of the resulting Early Termination Payment computations does not exceed 110% of the lower, then the Early Termination Payment shall be the average of such two amounts. If the higher of the Early Termination Payment computations is more than 110% of the lower, then the two Experts shall, within 20 days from such determination, select a third Expert and shall notify the Corporation and the Existing Holders of such selection. If the Early Termination Payment computed by the third Expert is equal to the average of the first two Early Termination Payment computations, then the Early Termination Payment shall be such average. If the third Early Termination Payment computation is higher than the average of the first two computations, then the Early Termination Payment shall be the average of such third computation and the higher of the first two computations; provided that if such average exceeds 110% of the higher of the first two computations, then the Early Termination Payment shall be 110% of the higher of the first two computations. If the third Early Termination Payment computation is lower than the average of the first two computations, then the Early Termination Payment shall be the average of such third computation and the lower of the first two computations; provided that if such average is less than 90% of the lower of the first two computations, then the Early Termination Payment shall be 90% of the lower of the first two computations.

Income Projections for Early Termination Payments. Notwithstanding the provisions of Section 7.09(a), solely with respect to disagreements regarding the computation of an Early Termination Payment that relates to the taxable income projections described in clause (i) of the definition of “Valuation Assumptions,” the Corporation and the Xxxxxx Family Entities Existing Stockholders (through GPC L.P.the Existing Stockholders Representative) shall each submit the Reconciliation Dispute for determination to an Expert in the area of valuation services. Based on the income projections of such Experts, if the higher of the resulting Early Termination Payment computations does not exceed 110% of the lower, then the Early Termination Payment shall be the average of such two amounts. If the higher of the Early Termination Payment computations is more than 110% of the lower, then the two Experts shall, within 20 days from such determination, select a third Expert and shall notify the Corporation and the Existing Holders of such selection. If the Early Termination Payment computed by the third Expert is equal to the average of the first two Early Termination Payment computations, then the Early Termination Payment shall be such average. If the third Early Termination Payment computation is higher than the average of the first two computations, then the Early Termination Payment shall be the average of such third computation and the higher of the first two computations; provided that if such average exceeds 110% of the higher of the first two computations, then the Early Termination Payment shall be 110% of the higher of the first two computations. If the third Early Termination Payment computation is lower than the average of the first two computations, then the Early Termination Payment shall be the average of such third computation and the lower of the first two computations; provided that if such average is less than 90% of the lower of the first two computations, then the Early Termination Payment shall be 90% of the lower of the first two computations.