EBITDA Adjustment. No later than the fourth Business Day prior to the Closing Date, the Sellers shall prepare and deliver to the Purchasers an officer's certificate, certifying as to the Company's estimated cumulative earnings before interest, tax, depreciation and amortization (calculated without taking into account non-recurring items of income and expenses) ("EBITDA"), and attaching a statement thereof, prepared from the books and records of the Company in accordance with GAAP and in a manner consistent with the preparation of the Year-End Financial Statements, (a) for the period from July 30, 2001 to the close of business on the day immediately preceding the Closing Date (the "Estimated YTD EBITDA Amount") and (b) for the period from November 26, 2001 to the close of business on the day immediately preceding the Closing Date (the "Estimated STD EBITDA Amount"). The Purchase Price payable at the Closing shall be reduced by the positive difference or increased by the positive value of the negative difference, in each case on a dollar for dollar basis, between (a) the product of (1) the quotient obtained by dividing (x) the number of days that remain in the Company's fiscal year as of the Closing Date by (y) 365 multiplied by (2) the sum of (x) the Estimated YTD EBITDA Amount, (y) the product obtained by multiplying the EBITDA amount budgeted (the "Remaining Seasonal Budgeted Amount") for the period from the Closing Date to April 28, 2002 as set forth in the Company's annual budget set forth in Schedule ARTICLE II(f)(ii) of the Seller Disclosure Schedule (the "Company's Budget") by the quotient obtained by dividing (i) the Estimated STD EBITDA Amount by (ii) the EBITDA amount budgeted for the period from November 26, 2001 to the close of business on the day immediately preceding the Closing Date as set forth in the Company's Budget and (z) the EBITDA amount budgeted for the period from April 29, 2002 to July 28, 2002 as set forth in the Company's Budget (the "Remaining Post-Season Budgeted Amount") minus (b) the sum of the Remaining Seasonal Budgeted Amount plus the Remaining Post-Season Budgeted Amount. For purposes of this Section 2.03, if the Closing Date shall occur on any day other than a Monday, the Closing Date, as used to calculate any EBITDA for any period that includes a reference to the Closing Date, shall be deemed to occur on the following Monday.
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EBITDA Adjustment. No later than the fourth Business Day prior to the Closing Date, the Sellers shall prepare and deliver to the Purchasers an officer's certificate, certifying as to the Company's estimated cumulative earnings before interest, tax, depreciation and amortization (calculated without taking into account non-recurring items of income and expenses) ("EBITDA"), and attaching a statement thereof, prepared from the books and records of the Company in accordance with GAAP and in a manner consistent with the preparation of the Year-End Financial Statements, (a) for the period from July 30, 2001 to the close of business on the day immediately preceding the Closing Date (the "Estimated YTD EBITDA Amount") and (b) for the period from November 26, 2001 to the close of business on the day immediately preceding the Closing Date (the "Estimated STD EBITDA Amount"). The Purchase Price payable at the Closing shall be reduced by the positive difference or increased by the positive value of the negative difference, in each case on a dollar for dollar basis, between (a) the product of (1) the quotient obtained by dividing (x) the number of days that remain in the Company's fiscal year as of the Closing Date by (y) 365 multiplied by (2) the sum of (x) the Estimated YTD EBITDA Amount, (y) the product obtained by multiplying the EBITDA amount budgeted (the "Remaining Seasonal Budgeted Amount") for the period from the Closing Date to April 28, 2002 as set forth in the Company's annual budget set forth in Schedule ARTICLE II(f)(ii2.03(a)(ii) of the Seller Disclosure Schedule (the "Company's Budget") by the quotient obtained by dividing (i) the Estimated STD EBITDA Amount by (ii) the EBITDA amount budgeted for the period from November 26, 2001 to the close of business on the day immediately preceding the Closing Date as set forth in the Company's Budget and (z) the EBITDA amount budgeted for the period from April 29, 2002 to July 28, 2002 as set forth in the Company's Budget (the "Remaining Post-Season Budgeted Amount") minus (b) the sum of the Remaining Seasonal Budgeted Amount plus the Remaining Post-Season Budgeted Amount. For purposes of this Section 2.03, if the Closing Date shall occur on any day other than a Monday, the Closing Date, as used to calculate any EBITDA for any period that includes a reference to the Closing Date, shall be deemed to occur on the following Monday.
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