of ATS. The EBITDA shall be computed without regard to any ATS general and administrative overhead allocation; provided, however, any direct expenses or costs paid by ATS on behalf of Buyer will be included in the calculation of EBITDA. Without the consent of Selling Members, which consent shall not be unreasonably withheld, Buyer shall not outsource any manufacturing functions of the Printer Business currently conducted by Seller, or discontinue purchases of raw material from vendors currently used by Seller unless equivalent or higher quality raw materials can be purchased from another vendor on terms not less favorable. Inventory items transferred from ATS and its Affiliates to Buyer shall be accounted for at the lower of ATS cost or market (and Selling Members, as President and Chief Executive Officer, respectively, of Buyer, shall have the authority to refuse any inventory proposed to be transferred from ATS and its Affiliates to Buyer, or inventory which is purchased from a third party pursuant to a group purchasing contract entered into by ATS or its Affiliates if Selling Members, as President and Chief Executive Officer, respectively, of Buyer, determine that equivalent or higher quality inventory can be purchased from another vendor on terms not less favorable). Inventory items transferred from Buyer to ATS or its Affiliates for resale by ATS or an Affiliate shall be accounted for at a mutually agreed upon competitive wholesale price. For purposes of this Section 7.4, Buyer shall be credited with all sales to any customers assigned by Seller to Buyer, without regard to whether ATS or an Affiliate of ATS made or billed the sale. For purposes of calculating EBIDTA, in the event that Buyer significantly reduces the level of purchases of goods or services from either Colonial Bank or Southeastern Companies PEO, and such customer reduces its purchases of goods and services from Buyer, notwithstanding the reduction in sales, Buyer shall be given credit for sales revenues from such customer equal to the sales revenues from such customer for the most recent period prior to the Closing.
of ATS. For purposes of this Agreement, the term "ACQUIRED ASSETS" means the following properties, assets and rights (other than the Excluded Assets) owned by ATS as of the Closing used or held for use primarily in the Business:
