AGS Adjusted Gross Profit definition

AGS Adjusted Gross Profit shall have the meaning set forth on Annex A..
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AGS Adjusted Gross Profit or “AGP” shall mean, for any calendar year, AGS Revenue minus adjusted cost of goods sold and sales, as defined under accounting principles generally accepted in the United States of America ("GAAP"). GAAP revenues shall include all sales of goods and services and equipment rentals. GAAP cost of sales shall include the following only: direct materials; direct labor; contract, temporary, and subcontract labor; direct employee benefits and fringe; direct employment taxes; sales commissions; sales agent and channel partner commissions; sales incentives and bonuses; customer data center charges and any amortization of capitalized new software development costs commencing after the Closing Date. For clarification purposes all of the following will specifically be excluded from GAAP cost of sales: any depreciation and amortization arising from fixed assets and purchase accounting in connection with the Agreement; interest expense incurred by Acquisition or in connection with the Agreement; travel, entertainment, lodging and meals (also commonly referred to in GAAP as contract sales and acquisition costs); and indirect general and administrative overhead burden allocated to Acquisition, for any calendar year, shall be excluded from cost of goods sold.
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Examples of AGS Adjusted Gross Profit in a sentence

  • AGS and Acquisition hereby acknowledge that each of them has received the “Clawback Adjustment Mechanism File” and they agree to be bound by the calculations of the various amounts of AGS Adjusted Gross Profit to be calculated in order to create the Tier 1, Tier 2 and Tier 3 ranges.

  • Adjusted Gross Profit Margin shall be calculated by dividing the AGS Adjusted Gross Profit by the AGS Revenue.

  • WidePoint and AGS shall in good faith attempt to agree upon the AGS Revenues and AGS Adjusted Gross Profit for the applicable calendar year, if any, within thirty (30) days after receipt by WidePoint of the Clawback Objection Notice (“Clawback Discussion Period”).

  • In the event that Acquisition fails to generate an AGS Adjusted Gross Profit equal to the 2013 AGP Target, WidePoint shall be entitled to a reduction in the principal amount of the Three Million Dollar Note Payable of up to $1.5 Million, as calculated using the 2012 Clawback Provision calculation methodology and the 2013 Clawback Provision key measurement target values.