Calculation of EBIT Clause Samples

Calculation of EBIT. The calculation of the MidAtlantic Business' EBIT for the Contingent Payment Period shall include revenue received from pension administration services but shall not include revenue received from COBRA administration services or other services not performed by Company as of the date hereof but offered by Buyer or any of its subsidiaries or affiliates. Except as expressly provided herein, the calculation of EBIT shall be made in accordance with generally accepted accounting principles applied on a consistent basis, subject to the following adjustments: (i) Any depreciation or amortization adjustments resulting solely from the transactions contemplated by this Agreement shall not be included for purposes of calculating EBIT for the Contingent Payment Period. (ii) Notwithstanding Company's actual expenses for the Contingent Payment Period relating to items and functions (such as property and casualty insurance, errors and omissions insurance, health and welfare programs and human resource functions) that Company and Buyer mutually agree shall be provided by Buyer or another subsidiary thereof, Company shall accrue as an expense for purposes of calculating EBIT for the Contingent Payment Period the same dollar amount as it accrued in the twelve months preceding the Effective Date with respect to such items and functions. (iii) The calculation of EBIT for the Contingent Payment Period shall not exclude any expense item (or series of related items) relating to personnel matters or exceeding $10,000 annually, unless such exclusion has been preapproved in writing by Buyer. (iv) Company shall review with Buyer on a monthly basis any and all expense items Company intends to exclude for purposes of calculating EBIT for the Contingent Payment Period. (v) In the event Buyer (or any subsidiary thereof) generates new pension administration services business for Company during the Contingent Payment Period, and/or Company generates new COBRA administration services business (or other new business for similar administrative services not performed by Company as of the date hereof), Buyer and Company agree to make a reasonable allocation of sales and other reasonable costs associated with obtaining such new business for purposes of calculating Company's EBIT for the Contingent Payment Period. (vi) The imputed interest expense on the Buyer Loan (as hereinafter defined) shall be included in the calculation of EBIT for the MidAtlantic Business for the Contingent Payment Period.

Calculation of EBIT. For purposes of determining whether the Surviving Corporation has achieved the EBIT targets referenced in Section 6.5 above, the following shall apply: (a) The Surviving Corporation will not be deemed to have incurred any overhead expense or other charges allocated by PROVANT that are not approved by the Shareholder Representative or Rena ▇. ▇▇▇▇▇▇. (b) A separate income statement shall be maintained for the Business. If following the Closing the Surviving Corporation or the Business is merged or otherwise combined in any way into or with any other business, or any other business, subsidiary or division of PROVANT shall hereafter be added to or consolidated with the Surviving Corporation, unless other arrangements are agreed to in writing by PROVANT and the Shareholder Representative, EBIT shall be calculated as if such merger, combination, addition or consolidation had not been effected.

Calculation of EBIT. For the purposes of this Agreement, the Company's EBIT for a fiscal year shall mean the Company's net income plus the Company's provision and other expenses for federal and state income taxes and interest expense, less any interest income, determined in accordance with GAAP, attributable solely to the business of the Company for a particular fiscal year. For the purpose of calculating the Company's EBIT for a fiscal year, the Buyer shall charge the Company up to $150,000 for corporate overhead of the Buyer properly allocable to the Company as determined by the Buyer (which shall include the Company's allocation for corporate administration and accounting, legal and other expenses related to the Company's status as a reporting company under the Exchange Act).

Calculation of EBIT. EBIT shall be calculated using only the revenue, costs, and expenses that are generated from, or incurred on behalf of and for the direct benefit of the Jefferson Island Facility, as described in the example calculation set forth in Exhibit “C” to this Agreement, and shall be calculated in accordance with accounting principles generally accepted in the United States at the time the calculations are performed, including the authoritative pronouncements of the Financial Accounting Standards Board current as of the period for which such calculation is being performed, including Statements of Standards, Concept Statements, Interpretations, technical Bulletins, and FASB Staff Positions. In the event such standards by the FASB are discontinued, EBIT shall be calculated in accordance with guidelines of substantially equivalent authority. To the extent that any goods or services are provided by affiliates of Jefferson Island, the costs of which are to be included in the calculation of EBIT, such goods or services shall be provided on fees and rates comparable to fees and rates for similar goods and services provided by nonaffiliated third parties. To the extent that any goods or services are provided to affiliates of Jefferson Island, the revenues of which are to be included in the calculation of EBIT, such goods or services shall be provided on fees and rates comparable to fees and rates for similar goods and services provided to nonaffiliated third parties.

Calculation of EBIT. For the purposes of this Section 2.6, the "EBIT" of the Victoria Division shall mean the net income, before extraordinary items (as defined in accordance with GAAP) of income, gain, loss and expense and before all income taxes and other taxes now or hereafter in effect that are assessed on or measured in whole or in part by income (including Rhode Island franchise taxes to the extent that such taxes are assessed on or measured in whole or in part by income) and before interest expense and finance charges (including bank financing costs, the interest portion of capital leases, bank commitment fees, amortization of loan origination costs, factoring interest charges, prepayment charges or penalties and other financing costs and expenses) of the Victoria Division, computed in accordance with Victoria Accounting Principles, except that any purchase accounting adjustments arising out of the transactions contemplated hereby and any transaction costs in connection with the negotiation and consummation of the transactions contemplated hereby shall be excluded from the computation. The following provisions shall govern the computation of EBIT of the Victoria Division for purposes of this Section 2.6: (i) ▇▇▇▇▇ may provide the Victoria Division with administrative, accounting, financial or other business services following the Closing, and the cost of such services (the "Intercompany Charges") shall be allocated to the Victoria Division in the same manner that ▇▇▇▇▇ allocates such charges among its other divisions; provided, however, that EBIT shall be reduced only to the extent that charges by ▇▇▇▇▇ to the Victoria Division for such <PAGE> 14 Intercompany Charges do not exceed the charges for such services incurred by the Company during its last full fiscal year prior to the Closing for like services received by the Company prior to the Closing, and in no event shall the Victoria Division be charged with a general allocation of ▇▇▇▇▇’ corporate overhead expenses. (ii) Any EBIT arising from acquisitions of businesses by the Victoria Division following the Closing shall be reduced by charges for goodwill and interest expense associated with the purchase and operation of such acquired business, calculated on the basis of ▇▇▇▇▇’ incremental borrowing rate (the "▇▇▇▇▇ Borrowing Rate") at the time of the closing of the applicable acquisition (the "Acquisition Interest Expense") (provided that such goodwill and interest expense was not otherwise deducted in determining EBI...

Calculation of EBIT. For purposes of this Section 3.1(d), the term "EBIT" is defined as income from operations from all sales before interest and income taxes, subject, however, to the following deductions:

Calculation of EBIT. The definition of “EBIT” in Appendix A to the Group Parent Guaranty shall be amended by as follows: (a) by adding the following in clause (a) after the word “Associates”: “(and, in the case of the calculation of the EBIT of the Group Parent, income or loss attributable to equity in BTL)”. (b) by adding the following in clause (b) after the word “Associates”: “(and, in the case of the calculation of the EBIT of the Group Parent, dividends received from BTL)”

Calculation of EBIT. For the purposes of this Section 2.14, the "EBIT" of the Sun Division shall mean the net income, before extraordinary items (as defined in accordance with GAAP) of income, gain, loss and expense and before all income taxes and other taxes now or hereafter in effect that are assessed on income (including Texas franchise taxes to the extent that such taxes are assessed on income) and interest expense and finance charges (including bank financing costs, the interest portion of capital leases, bank commitment fees, amortization of loan origination costs, factoring interest charges and other financing costs and expenses) of the Sun Division, computed in accordance with Sun Accounting Principles, except that the following provisions shall govern the computation of the EBIT of the Sun Division for purposes of this Section 2.14: (i) Those nonrecurring items of income, gain, loss or expense of the Sun Division listed on Section 2.14(b) of the Disclosure Schedule shall be excluded from such computation. The parties hereto agree that, with respect to the amortization of the costs of moving certain of the Sun Division's operations to Mexico, the parties shall negotiate in good faith to determine a reasonable period of time over which to amortize such costs, taking into account the benefits to be derived from the move to Mexico and the period of time over which such benefits will accrue, and adhering to the following general principles: (i) all capital items will be amortized over their normal useful lives in accordance with Sun Accounting Principles and (ii) all expense items, including severance charges, will be amortized over three years.