Adjusted EBIT Clause Samples

Adjusted EBIT. Adjusted EBIT" shall mean the Company's earnings before income tax and before any benefit allowance, calculated in accordance with GAAP (excluding the pro forma effect of any Earn Out Payment payable with respect to such EBIT), excluding any EBIT attributable to any stock or asset acquisition transactions by the Company or its Affiliates from or after the date of this Agreement. The Company's revenues and expenses, including, without limitation, corporate allocations, amortization and depreciation will be calculated and recorded in accordance with GAAP, applicable government cost accounting rules, and the accounting practices, methods, principles and practices utilized by Parent in preparing its consolidated financial statements. Corporate and general and administrative cost allocations shall include only costs and expenses related to (i) direct corporate services, including legal services, provided to the Surviving Corporation and (ii) any out-of-pocket expenses incurred by Parent or its Affiliates and attributable to the Surviving Corporation. Notwithstanding anything in this Agreement to the contrary, if Parent causes the Company to complete one or more acquisitions or strategic transactions which causes the Company's costs used to calculate the adjusted EBIT to increase, then ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall notify Parent in writing that such transaction has caused such costs to increase, and, then, ▇▇. ▇▇▇▇▇▇ and a representative of Parent will negotiate in good faith an adjustment to the calculation of Adjusted EBIT in order to reasonably account for agreed upon increases in the Company's costs.