Adjustment Principles definition

Adjustment Principles means (a) the principles, policies, procedures, categorizations, definitions, methods, practices and techniques set forth in the Illustrative Calculation of Net Working Capital, including with respect to the line items of assets which are classified as “Current Assets” and line items of liabilities which are classified as “Current Liabilities” as set forth therein; (b) to the extent not otherwise addressed in clause (a) above, the same accounting principles, methods, policies, practices, procedures, classifications and estimation methodologies used by the Company in preparing the Company Balance Sheet; and (c) to the extent not otherwise addressed in clauses (a) and (b) above, GAAP. For the avoidance of doubt, clause (a) shall take precedence over clauses (b) and (c), and clause (b) shall take precedence over clause (c).
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Adjustment Principles means the Accounting Principles as applied on a consistent basis by the Group Companies in the preparation of the Accounts, with the adjustments to be applied in the preparation of the Interim Financial Information and the Earn-Out Accounts, as set forth in Exhibit 1A. “Agreed Course of Business” means the ordinary course of business in accordance with past practices as of the Closing Date with the objective of maximizing the PBT during the Earn-Out Period and in the best interest of the Included Business as a going concern.
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Adjustment Principles means the accounting principles, practices, procedures, policies and methods and example schedule that are set forth on Annex B.
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Examples of Adjustment Principles in a sentence

  • The Post-Closing Statement, and the components thereof, shall be in the form attached hereto as Exhibit F and shall be prepared in good faith in accordance with the terms of this Agreement, including the Adjustment Principles and the Illustrative Calculation of Net Working Capital, and the books and records of the Company and its Subsidiaries.

  • The Closing Net Book Value Statement shall be prepared in accordance with the Applicable Accounting Principles in a manner consistent with the preparation of the Initial Net Book Value Statement (without regard to any purchase accounting adjustments arising out of the consummation of the transactions contemplated hereby) and the principles set forth on Schedule 2(b) hereto (the "Adjustment Principles") which, in the event of a conflict with the Applicable Accounting Principles, shall control.

  • APPENDIX A - MINIMUM RATES ADJUSTMENT The proposed new levels of rates in this award have been adjusted in accordance with the Minimum Rates Adjustment Principles of the Commission.

  • The Estimated Closing Date Net Working Capital and the Closing Date Net Working Capital calculations shall be prepared in accordance with the definition of Net Working Capital and shall include a calculation of each line item set forth on the schedule attached to the Adjustment Principles.

  • In resolving any Disputed Amount, the Independent Valuation Firm shall be bound by the Working Capital Adjustment Principles, the applicable definitions set forth in this Agreement and the other requirements of this Section 1.2(c) and shall not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party.

  • In performing their review, the Accountants shall apply the Adjustment Principles and determine the accurate application of the Adjustment Principles to only those unresolved items or amounts in the Adjustment Notice as to which Buyerhas, in the Buyer Objection Notice, disagreed and such other issues as may be reasonably affected by the items to which Buyer has so disagreed.

  • The Settlement Accountant shall be instructed to resolve any such remaining Disputes in accordance with the terms of this Agreement, including the Adjustment Principles and the Illustrative Calculation of Net Working Capital, and the books and records of the Company, within sixty (60) calendar days after its appointment.

  • In resolving such issues, the Accounting Firm shall apply the provisions of this Agreement and the decision of the Accounting Firm shall be solely based on whether items in the Statement or Notice of Disagreement (x) were prepared in accordance with the Adjustment Principles or (y) contain mathematical or clerical errors.

  • The Companies’ 2021 EBITDA and 2021 Revenue shall be calculated in accordance with Schedule 2.5 and the Adjustment Principles.

  • The Post-Closing Statement, and the components thereof, shall be in the form attached hereto as Exhibit D and shall be prepared in good faith in accordance with the terms of this Agreement, including the Adjustment Principles, Illustrative Calculation of Accounts Payable and the Illustrative Calculation of Inventory and the books and records of the Company Subsidiaries.


More Definitions of Adjustment Principles

Adjustment Principles. As defined in Section 2.3(b).
Sample 1
Adjustment Principles means the Accounting Principles as applied on a consistent basis by the Group Companies in the preparation of the Accounts, with the adjustments to be applied in the preparation of the Interim Financial Information and the Earn-Out Accounts, as set forth in Exhibit 1A.
Sample 1
Adjustment Principles means (a) the principles, policies, procedures, categorizations, definitions, methods, practices and techniques set forth in the Illustrative Calculation of Accounts Payable and the Illustrative Calculation of Inventory; (b) to the extent not otherwise addressed in clause (a) above, the same accounting principles, methods, policies, practices, procedures, classifications and estimation methodologies used by the Company Subsidiaries in preparing the Balance Sheets; and (c) to the extent not otherwise addressed in clauses (a) and (b) above, PRC GAAP. For the avoidance of doubt, clause (a) shall take precedence over clauses (b) and (c), and clause (b) shall take precedence over clause (c).
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Related to Adjustment Principles

  • Adjustment Price means the lowest Underlying Price within the Adjustment Period after the Underlying Price is for the first time equal to or below the Adjustment Threshold.

  • Spread Adjustment means 100 basis points.

  • Adjustment ratio means the value of index A divided by index

  • Adjustment Provisions means all relevant provisions of these Conditions which provide for any adjustment, delay, modification, cancellation or determination in relation to an Index, the valuation procedure for an Index or the Preference Shares. This shall include the provisions of Condition 11 (Calculation Agent Modifications) and all subsequent Conditions.

  • Interest Adjustment Rate means the interest adjustment rate assigned to the Security. The initial Interest Adjustment Rate is the interest adjustment rate specified in the Table (the "Initial Interest Adjustment Rate").The Issuer may adjust, in its reasonable discretion pursuant to §315 BGB and in consideration of the relevant capital market practice and by acting in good faith (including market interest rates and the interest-rate expectations of the market), the Interest Adjustment Rate, including the Initial Interest Adjustment Rate, on any Scheduled Trading Day within the range (deviation (+) or (-)) specified in the Table for any given Security. The adjusted rate will be published without undue delay in accordance with §12.

  • True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.

  • Adjustment Spread means either a spread (which may be positive or negative), or the formula or methodology for calculating a spread, in either case, which the Independent Adviser determines and which is required to be applied to the Successor Rate or the Alternative Rate (as the case may be) to reduce or eliminate, to the fullest extent reasonably practicable in the circumstances, any economic prejudice or benefit (as the case may be) to Noteholders as a result of the replacement of the Original Reference Rate with the Successor Rate or the Alternative Rate (as the case may be) and is the spread, formula or methodology which:

  • Price Adjustment means any and all price reductions, offsets, discounts, rebates, adjustments, and or refunds which accrue to or are factored into the final net cost to the hospital outpatient department or ambulatory surgical center.

  • SNB Adjustment Spread means, with respect to the SNB Policy Rate, the spread to be applied to the SNB Policy Rate in order to reduce or eliminate, to the extent reasonably practicable under the circumstances, any economic prejudice or benefit (as applicable) to Noteholders as a result of the replacement of the Swiss Average Rate Overnight with the SNB Policy Rate for purposes of determining SARON, which spread will be determined by the Calculation Agent, acting in good faith and a commercially reasonable manner, taking into account the historical median between the Swiss Average Rate Overnight and the SNB Policy Rate during the two year period ending on the date on which the SARON Index Cessation Event occurred (or, if more than one SARON Index Cessation Event has occurred, the date on which the first of such events occurred).

  • Expense Adjusted Mortgage Rate With respect to any Mortgage Loan (or the related REO Property) as of any date of determination, a per annum rate of interest equal to the then applicable Mortgage Rate for such Mortgage Loan minus the sum of the (i) the Servicing Fee Rate and (ii) the Credit Risk Manager Fee Rate.

  • Equity Adjustment means the dollar amount resulting by subtracting the Book Value, as of Bank Closing, of all Liabilities Assumed under this Agreement by the Assuming Bank from the purchase price, as determined in accordance with this Agreement, as of Bank Closing, of all Assets acquired under this Agreement by the Assuming Bank, which may be a positive or a negative number.

  • Adjusted Mortgage Rate As to each Mortgage Loan, and at any time, the per annum rate equal to the Mortgage Rate less the Master Servicing Fee Rate.

  • Capitalization Rate means seven and one-half percent (7.5%).

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • XXXXX Adjustment means, with respect to XXXXX, 0.0326% per annum.

  • Adjustment means each form of adjustment to consideration provided for in this clause.The parties acknowledge that the consideration under this Contract is inclusive of GST, where GST is calculated using the GST rate at the time of forming this Contract.The Contractor shall provide the Recipient with a Tax Invoice and/or adjustment notes in relation to the supply prior to an amount being paid by the Recipient under this Contract, and shall do all things reasonably necessary to assist the Recipient to enable it to claim and obtain any Input Tax Credit available to it in respect of a Supply.Where the GST rate is changed after the date of formation of this Contract the consideration under this Contract will be increased or decreased so that the consideration remains inclusive of GST, with GST calculated using the new GST Rate from the date of the change of the GST Rate that applies at the date of formation of this Contract. PrivacyFor the purposes of this Clause unless the context otherwise requires:

  • Adjustment Number shall initially be 10,000. In the event the Corporation shall at any time after November 5, 1998 (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock into a greater number of shares or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

  • Adjusted Net Mortgage Rate As to each Mortgage Loan and at any time, the per annum rate equal to the Mortgage Rate less the Expense Fee Rate.

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • CPI Adjustment means the quotient of (i) the CPI for the month of January in the calendar year for which the CPI Adjustment is being determined, divided by (ii) the CPI for January of 2007.

  • SOFR Adjustment Conforming Changes means, with respect to any SOFR Rate, any technical, administrative or operational changes (including changes to the interest period, timing and frequency of determining rates and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the Administrator decides, from time to time, may be appropriate to adjust such SOFR Rate in a manner substantially consistent with or conforming to market practice (or, if the Administrator decides that adoption of any portion of such market practice is not administratively feasible or if the Administrator determines that no market practice exists, in such other manner as the Administrator determines is reasonably necessary).

  • Tax Adjustment has the meaning set forth in Section 4.7.

  • Related Adjustment means, in determining any LIBOR Successor Rate, the first relevant available alternative set forth in the order below that can be determined by the Administrative Agent applicable to such LIBOR Successor Rate:

  • Credit Adjustment shall have the meaning specified in Section 3.02.

  • Adjusted LIBO Rate means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

  • ISDA Fallback Adjustment means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.