Incremental Operating Income definition
Incremental Operating Income shall have the meaning set forth in Section 2.5(d)(i).
Incremental Operating Income means (A) for the First Earnout Period, the positive amount, if any, equal to the Surviving Corporation's operating income during the First Earnout Period minus $503,250 (the "Base Operating Income") and (B) for the Second Earnout Period, the positive amount, if any, equal to the Surviving Corporation's operating income during the Second Earn Out Period minus the greater of (i) the Surviving Corporation's operating income in the immediately preceding twelve month period, or (ii) the Base Operating Income. The Incremental Revenues and the Incremental Operating Income shall be calculated in accordance with GAAP, except that the impact of any good will amortization resulting from this transaction will not be included in any calculation. Parent shall make an appropriate adjustment to the Base Revenues and Base Operating Income if such amounts are changed as a result of the Audit.