Specific Accounting Principles. Except as required by paragraphs 2.2 to 2.4 of this Schedule, the following accounting treatments shall be applied in preparing the Completion Statement:

Specific Accounting Principles. 2.1 The Completion Accounts shall be prepared by reference to the general ledger of the Company drawn up as at immediately prior to Completion on the day of Completion (the “Effective Time”) and in accordance with those specific procedures that would normally be adopted at a financial year-end. 2.2 In preparing the Completion Accounts, account shall be taken in respect of Adjusting Events (as defined by IAS10 “Events After the Reporting Period”) after the Effective Time up until the time the Buyer delivers the Completion Accounts to the Seller (the “Cut-Off Time”).

Specific Accounting Principles. The Completion Accounts shall be prepared on the basis of IFRS and the following accounting treatments, principles, policies, bases, practices, methods and adjustments shall be used in the preparation and determination of the Completion Accounts: 2.4.1 the Completion Accounts shall reflect new events occurring and information becoming available up to the date on which the Draft Completion Accounts Pack are delivered to the Seller, to the extent such information and events provide additional evidence with respect to conditions that existed at the Effective Time; 2.4.2 the Completion Accounts shall be prepared as if the Effective Time occurs at the end of an accounting and Tax period and in accordance with those specific procedures that would be adopted at a financial year-end, including detailed analysis of accruals and cut-off procedures; 2.4.3 the Completion Accounts shall be prepared on the basis that the Group Companies are a going concern and shall exclude (except with respect to Transaction Costs) the effect of change of control or ownership of the Group Companies and any relating adjustments due to purchase accounting and will not take into account the effects of any post-Completion reorganizations of the Purchaser or its Affiliates. For the avoidance of doubt, no financing undertaken by the Purchaser or at the direction of the Purchaser will be included or reflected in the Completion Accounts; 2.4.4 no minimum materiality limits shall be applied in the preparation and review of the Completion Accounts; 2.4.5 the provisions of this Schedule 7 shall be interpreted to avoid double counting (whether positive or negative) of any item included in the Completion Accounts; 2.4.6 the Completion Accounts will be prepared in United States Dollars. Any amounts denominated in a currency other than United States Dollars shall be converted into United States Dollars at the mid-point United States Dollar spot rate of exchange applicable to such other currency as quoted by the Wall Street Journal as of the Effective Time or, with regard to Serbian dinars, at the median exchange rate as quoted by National Bank of the Republic of Serbia as of the Effective Time; 2.4.7 intercompany balances among or between the Group Companies shall be reconciled and eliminated. Any unreconciled assets or liabilities shall be released, and no such amounts shall be included in Net Working Capital; 2.4.8 for the purposes of determining any component of the Completion Accounts, the applic...

Specific Accounting Principles. The following specific principles, policies, bases, practices and methods shall be used in the preparation of the Completion Statement: 2.1 The Completion Statement shall be drawn up as at 5.01 pm i.e. after close of business on the Completion Date (the "Effective Time") subject to paragraph 1.

Specific Accounting Principles. 2.1 Except as required by paragraphs 2.2 to 2.4 of this Schedule, the following accounting treatments shall be applied in preparing the Completion Statement: (a) the Completion Statement shall be prepared on a consolidated basis by reference to the seven-digit general ledger of the Group Companies as at the Effective Time and applying procedures that would customarily be adopted at a financial year end, including eliminating intra-group balances together with any intra-group profits. No item shall be included more than once in the Completion Statement, or be included (or excluded) solely on the grounds of immateriality, and no account shall be taken of the funds flows arising at or as a consequence of Completion; (b) the Completion Statement shall be expressed in AUD and all amounts expressed in any other currencies shall be translated into AUD at the Exchange Rate; and (c) the Completion Statement shall take into account information in respect of Adjusting Events as defined in ASC 855 (Subsequent Events) up until the time the Purchaser delivers the draft Completion Statement to the Seller (the Delivery Time). 2.2 The Completion Statement shall exclude fixed and non-current assets other than prepaid accreditation fees, deferred contract costs and other security deposits (GL Account 0000000) and for these purposes, fixed assets shall include capitalised course development costs, capitalised staff costs, in each case whether or not recharged from the Seller’s Group, and intangible fixed assets. 2.3 Cash shall comprise amounts which are freely available to be lent, spent, or distributed by the Group Companies in the ordinary course of business and shall exclude: (i) any cash held in China; and (ii) any restricted or trapped cash as it relates to international student deposits (including but not limited to GL Accounts 0000000, 0000000 and 1086570), domestic tuition assurance deposits (including but not limited to GL Accounts 0000000, 0000000 and 1087830) and government grant funding (including but not limited to GL Account 0000000) (together these amounts in sub-paragraph (ii) shall form Restricted Cash). Restricted Cash shall be included in the calculation of Working Capital and Estimated Working Capital. For the avoidance of doubt if the between the date of this agreement and Completion, (x) domestic tuition assurance deposits; and/or (y) security deposit amounts, are released and replaced with bank guarantees or letters of credit, in each case in accordance...

Related to Specific Accounting Principles

Accounting Principles Where the character or amount of any asset or liability or item of income or expense is required to be determined or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, the same shall be done in accordance with GAAP, to the extent applicable, except where such principles are inconsistent with the requirements of this Agreement.
Operating Principles During the Term of a Site, Tower Operator shall manage, operate and maintain such Site (including with respect to the entry into, modification, amendment, extension, expiration, termination, structuring and administration of Ground Leases and Collocation Agreements related thereto), (i) in the ordinary course of business, (ii) in compliance with applicable Law in all material respects, (iii) in a manner consistent in all material respects with the manner in which Tower Operator manages, operates and maintains its portfolio of telecommunications tower sites and (iv) in a manner that shall not be less than the general standard of care in the tower industry. Without limiting the generality of the foregoing, during the Term of a Site, except as expressly permitted by the terms of this Agreement, Tower Operator shall not without the prior written consent of the AT&T Lessors (A) manage, operate or maintain such Site in a manner that would (x) diminish the expected residual value of such Site in any material respect or shorten the expected remaining economic life of such Site, in each case determined as of the expiration of the Term of such Site, or (y) cause such Site or a substantial portion of such Site to become “limited use property” within the meaning of Rev. Proc. 2001-28, 2001-1 C.B. 1156 (except, in the case of this clause (y), as required by applicable Law or any Governmental Authority), (B) structure any related Ground Lease in a manner such that the amounts payable thereunder are above fair market value during any period following or upon the expiration of the Term of such Site (without regard to any amounts payable prior to the expiration of the Term of such Site) or (C) structure any related Collocation Agreement in a manner such that the amounts payable thereunder are structured on an initial lump-sum basis (if such amounts payable are not capital contributions or other upfront payments for capital improvements to a Site related to the use of such Site by the collocator under such Collocation Agreement) or are otherwise less than fair market value during any period following or upon expiration of the Term of such Site (without regard to any amounts payable prior to the expiration of the Term of such Site), in each case unless otherwise expressly authorized by the terms and conditions of this Agreement and the Transaction Documents.
Change in Accounting Principles If, after the date of this Agreement, there shall occur any change in GAAP from those used in the preparation of the financial statements referred to in Section 6.5 hereof and such change shall result in a change in the method of calculation of any financial covenant, standard or term found in this Agreement, either the Borrower or the Required Lenders may by written notice to the Lenders and the Borrower, respectively, require that the Lenders and the Borrower negotiate in good faith to amend such covenants, standards, and terms so as equitably to reflect such change in accounting principles, with the desired result being that the criteria for evaluating the financial condition of the Borrower and its Subsidiaries shall be the same as if such change had not been made. No delay by the Borrower or the Required Lenders in requiring such negotiation shall limit their right to so require such a negotiation at any time after such a change in accounting principles. Until any such covenant, standard, or term is amended in accordance with this Section 5.3, financial covenants shall be computed and determined in accordance with GAAP in effect prior to such change in accounting principles. Without limiting the generality of the foregoing, the Borrower shall neither be deemed to be in compliance with any financial covenant hereunder nor out of compliance with any financial covenant hereunder if such state of compliance or noncompliance, as the case may be, would not exist but for the occurrence of a change in accounting principles after the date hereof.
Generally Accepted Accounting Principles Wherever in this Agreement reference is made to generally accepted accounting principles, such reference shall be deemed to be the recommendations at the relevant time of the Canadian Institute of Chartered Accountants, or any successor institute, applicable on a consolidated basis (unless otherwise specifically provided herein to be applicable on an unconsolidated basis) as at the date on which a calculation is made or required to be made in accordance with generally accepted accounting principles. Where the character or amount of any asset or liability or item of revenue or expense is required to be determined, or any consolidation or other accounting computation is required to be made for the purpose of this Agreement or any document, such determination or calculation shall, to the extent applicable and except as otherwise specified herein or as otherwise agreed in writing by the parties, be made in accordance with generally accepted accounting principles applied on a consistent basis.
Funding Principles A Party which spends less than its allocated share of the Consortium Budget will be funded in accordance with its actual duly justified eligible costs only. A Party that spends more than its allocated share of the Consortium Budget will be funded only in respect of duly justified eligible costs up to an amount not exceeding that share.
Statements of Reconciliation after Change in Accounting Principles If, as a result of any change in accounting principles and policies from those used in the preparation of the Historical Financial Statements, the consolidated financial statements of Holdings and its Subsidiaries delivered pursuant to Section 5.1(b) or 5.1(c) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then, together with the first delivery of such financial statements after such change, one or more statements of reconciliation for all such prior financial statements in form and substance satisfactory to Administrative Agent;
Financial Accounting Practices The Borrower shall, and shall cause each of its Subsidiaries to, make and keep books, records and accounts which, in reasonable detail, accurately and fairly reflect its transactions and dispositions of its assets and maintain a system of internal accounting controls sufficient to provide reasonable assurances that (a) transactions are executed in accordance with management's general or specific authorization, (b) transactions are recorded as necessary (i) to permit preparation of financial statements in conformity with GAAP and (ii) to maintain accountability for assets, (c) access to assets is permitted only in accordance with management's general or specific authorization and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
Guiding Principles This Agreement shall create a liberal, facilitative, transparent and competitive investment environment in ASEAN by adhering to the following principles: (a) provide for investment liberalisation, protection, investment promotion and facilitation; (b) progressive liberalisation of investment with a view towards achieving a free and open investment environment in the region; (c) benefit investors and their investments based in ASEAN; (d) maintain and accord preferential treatment among Member States; (e) no back-tracking of commitments made under the AIA Agreement and the ASEAN IGA; (f) grant special and differential treatment and other flexibilities to Member States depending on their level of development and sectoral sensitivities; (g) reciprocal treatment in the enjoyment of concessions among Member States, where appropriate; and (h) accommodate expansion of scope of this Agreement to cover other sectors in the future.
Tax Accounting Practices (a) Except as provided in Section 3.03(b), any Tax Return for any Pre-Distribution Tax Period, to the extent it relates to members of the Dealer Group, shall be prepared in accordance with practices, accounting methods, elections, conventions and Tax positions used with respect to the Tax Return in question for periods prior to the Distribution (“Past Practices”), and, in the case of any item the treatment of which is not addressed by Past Practices, in accordance with generally acceptable Tax accounting practices. Notwithstanding the foregoing, for any Tax Return described in the preceding sentence, (i) a Party will not be required to follow Past Practices with either the written consent of the other Party (not to be unreasonably withheld) or a “should” level opinion from a Tax Advisor that the proposed method of reporting is correct and (ii) ADP shall have the right to determine which entities will be included in any consolidated, combined, affiliated or unitary Return that it is responsible for filing. (b) The Parties shall report the Transactions for all Tax purposes in a manner consistent with the Tax Opinions/Rulings, unless, and only to the extent, an alternative position is required pursuant to a Final Determination. ADP shall determine the Tax treatment to be reported on any Tax Return of any Tax issue relating to the Transactions that is not covered by the Tax Opinions/Rulings.
Governing Principles 1. The implementation of this Memorandum of Understanding shall in all aspects be governed by the Regulation and subsequent amendments thereof. 2. The objectives of the EEA Financial Mechanism 2014-2021 shall be pursued in the framework of close co-operation between the Donor States and the Beneficiary State. The Parties agree to apply the highest degree of transparency, accountability and cost efficiency as well as the principles of good governance, partnership and multi-level governance, sustainable development, gender equality and equal opportunities in all implementation phases of the EEA Financial Mechanism 2014-2021. 3. The Beneficiary State shall take proactive steps in order to ensure adherence to these principles at all levels involved in the implementation of the EEA Financial Mechanism 2014-2021. 4. No later than 31/12/2020, the Parties to this Memorandum of Understanding shall review progress in the implementation of this Memorandum of Understanding and thereafter agree on reallocations within and between the programmes, where appropriate. The conclusion of this review shall be taken into account by the National Focal Point when submitting the proposal on the reallocation of the reserve referred to in Article 1.11 of the Regulation.

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