Common use of Modification of Certain Provisions Clause in Contracts

Modification of Certain Provisions. 5.1. Section 1.01 of each SPA is hereby modified by restating the definition of Consolidated Net Income in its entirety to read as follows: "Consolidated Net Income for any period means the consolidated net income (or loss) of the Issuer and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded therefrom: (a) the net income (or loss) of (i) any Person that is not a Subsidiary of the Issuer, and (ii) Interactive and its Subsidiaries, except to the extent of the amount of dividends or other distributions actually paid to the Issuer or a Subsidiary of the Issuer by such Person during such period, (b) gains or losses on Asset Sales by the Issuer or its Subsidiaries, (c) all extraordinary gains and extraordinary losses, (d) the cumulative effect of changes in accounting principles, (e) any net income of any Subsidiary (other than Interactive and its Subsidiaries) if such Subsidiary is subject to restrictions, directly or indirectly, by contract, operation of law, pursuant to its charter or otherwise on the payment of dividends or the making of distributions by such Subsidiary to such Person except that: (i) such Person's equity in the net income of any such Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash that could have been paid or distributed during such period to such Person as a dividend or other distribution (provided that such ability is not due to a waiver of such restriction), and (ii) such Person's equity in a net loss of any such Subsidiary for such period shall be included in determining such Consolidated Net Income regardless of any such restriction, (f) in the case of a successor to such Person by consolidation or merger or as a transferee of such Person's assets, any net income or loss of the successor corporation prior to such consolidation, merger or transfer of assets; and (g) the tax effect of any of the items described in clauses (a) through (f) above." Section 1.01 of each SPA is hereby further modified by inserting, in the appropriate place designated by alphabetical order, the following new definition: "'Interactive' means Interactive Network, Inc., a Nevada corporation."