Definition of Accretive Earnings


Accretive Earnings means, for any period after the Closing with respect to any business acquired by the Company or by a Company Subsidiary, or in the event the Company and Company Subsidiaries have become a separate integral division of Parent pursuant to Section 4(j)(iv) (“PG Group”), any acquired business attributable to PG Group, the excess, if any, of (x) the earnings of such acquisition target or acquired business, excluding interest, taxes, depreciation and amortization, as calculated by Purchaser in accordance with US GAAP consistently applied, over (y) the budgeted amount of earnings of such acquisition target or acquired business, excluding interest, taxes, depreciation and amortization, as calculated by Purchaser in accordance with US GAAP consistently applied, as of the date of the closing of such acquisition; it being agreed that (A) in the event that the purchase price of such acquisition includes an earn-out or other contingent consideration based upon the achievement of certain earnings targets, the “budgeted amount of earnings” shall be equal to such targets, and (B) in the event that the purchase price of such acquisition does not include an earn-out or other contingent consideration based upon the achievement of certain earnings targets, the “budgeted amount of earnings” shall be equal to the amounts agreed upon by Purchaser and Sellers’ Representative prior to the closing of such acquisition; and it being further agreed that the earnings of any business acquired by PG Group during the Earn-Out Period shall not be included in the calculation of Accretive Earnings without the written consent of Sellers’ Representative prior to the closing of such acquisition.