Common use of Pro Forma Calculation Clause in Contracts

Pro Forma Calculation. Notwithstanding anything to the contrary contained in this Agreement or the Asset Purchase Agreement, no payments shall be made under Sections 3(c), (d) and (e) of this Agreement unless such payment would be required to be made if the determinations and calculations required by such sections are made on a pro forma basis as if the Business as defined in this Agreement and the Business as defined in the Asset Purchase Agreement were treated as a single business (subject to a single $1,000,000 threshold for the purposes of calculating the Adjustment pursuant to Section 3(c) of this Agreement and the comparable provision of the Asset Purchase Agreement), and in such event the portion of any such payment to be made pursuant to this Agreement shall be equal to 44/309ths of such payment, and the balance of such payment shall be made pursuant to the Asset Purchase Agreement.