Common use of Income Statement Clause in Contracts

Income Statement. Attached hereto as Schedule 2.8 is a true and complete copy of Seller’s internally prepared estimated Income Statement of the Business for the year ended December 31, 2005 under the caption, “MV Carve-Out Financials” dated December 31, 2005 (the “Income Statement”). The Income Statement and all information included therewith were prepared in good faith by Seller, are true and correct in all material respects and, taken as a whole, fairly present the estimated results of operations of the Business for the year ended December 31, 2005. The cost allocation assumptions associated with the Income Statement are based on the reasonable good faith estimates and applications of U.S. GAAP and carve out rules, as reflected in the Income Statement (including footnotes) of Seller. The audited financial statements required by Section 4.4 of this Agreement shall report the same gross margin (labeled in Schedule 2.8 as “Total Contribution Margin after Pro Forma Adjustments” and referred to herein as “Gross Margin") for the period ended December 31, 2005 as set forth in the Income Statement.