Common use of Intercompany Accounting Clause in Contracts

Intercompany Accounting. During the term of the Put Option, for purposes of determining the Option Exercise Price, the EBITDA of the Company shall be adjusted to eliminate any impact adverse to Optionee of any of the following items, unless such item is agreed to by Optionee in the Agreement or otherwise: (a) Any charge or allocate any corporate overhead services or similar items (collectively, "Overhead Charges"); (b) Any charge to the Company for any costs related to the Optionor's acquisition of the Company, including, but not limited to: acquisition expenses, legal expenses, investment banking and similar expense; (c) Any non-recurring or extraordinary charges other than attributed to the Company during the term of the Put Option from any source; (d) Any subsequent change to the reserves of the Company established at the Closing (as defined in the Agreement); and (e) The 2% management fee, if any, paid or payable to Optionor permitted in Section 6.5 of the limited liability company agreement of the Company.

Intercompany Accounting. During the term of the Put Option, for purposes of ------------------------ determining the Option Exercise Price, the EBITDA of the Company shall be adjusted to eliminate any impact adverse to Optionee of any of the following items, unless such item is agreed to by Optionee in the Agreement or otherwise: (a) Any charge or allocate any corporate overhead services or similar items (collectively, "Overhead Charges"); (b) Any charge to the Company for any costs related to the Optionor's acquisition of the Company, including, but not limited to: acquisition expenses, legal expenses, investment banking and similar expense; (c) Any non-recurring or extraordinary charges other than attributed to the Company during the term of the Put Option from any source; (d) Any subsequent change to the reserves of the Company established at the Closing (as defined in the Agreement); and (e) The 2% management fee, if any, paid or payable to Optionor permitted in Section 6.5 of the limited liability company agreement of the Company.

Intercompany Accounting. During the term of the Put Option, for ------------------------ purposes of determining the Option Exercise Price, the EBITDA of the Company shall be adjusted to eliminate any impact adverse to Optionee of any of the following items, unless such item is agreed to by Optionee in the Agreement or otherwise: (a) Any charge or allocate any corporate overhead services or similar items (collectively, "Overhead Charges"); (b) Any charge to the Company for any costs related to the Optionor's acquisition of the Company, including, but not limited to: acquisition expenses, legal expenses, investment banking and similar expense; (c) Any non-recurring or extraordinary charges other than attributed to the Company during the term of the Put Option from any source; (d) Any subsequent change to the reserves of the Company established at the Closing (as defined in the Agreement); and (e) The 2% management fee, if any, paid or payable to Optionor permitted in Section 6.5 of the limited liability company agreement of the Company.

Intercompany Accounting. During the term of the Put Call Option, for purposes of ----------------------- determining the Option Exercise Price, the EBITDA of the Company shall be adjusted to eliminate any impact adverse to Optionee Optionor of any of the following items, unless such item is agreed to by Optionee in the Agreement or otherwiseOptionor: (a) Any charge or allocate allocation of any corporate overhead services or similar items (collectively, "Overhead Charges"); (b) Any charge to the Company for any costs related to the OptionorOptionee's acquisition of the Company, including, but not limited to: acquisition expenses, legal expenses, investment banking and similar expense; (c) Any non-recurring or extraordinary charges other than attributed attributable to the Company during the term of the Put Option from any source; (d) Any subsequent change to the reserves of the Company established at the Closing (as defined in the Agreement); and (e) The 2% management fee, if any, paid or payable to Optionor Optionee permitted in Section 6.5 of the limited liability company agreement of the Company.