Special Adjustments definition

Special Adjustments means such adjustments to the Closing Date Schedule as shall be necessary to (i) reflect all assets or liabilities, the existence of which are known on the date the Purchaser’s Accountants complete the procedures contemplated by Section 5.05(a)(iv), and which, as of the Closing Date, were assets or liabilities (as the case may be) of a type properly to have been reflected on such Closing Date Schedule in accordance with Section 5.05(a)(i) but which were not in fact reflected on such Closing Date Schedule, including any asset or liability which was not reflected on the Closing Date Schedule because such assets or liabilities were not deemed to be material, (ii) remove any asset or liability which should not have been reflected on such Closing Date Schedule in accordance with Section 5.05(a)(i) but was in fact reflected thereon irrespective of whether such asset or liability is deemed not to be material, (iii) give effect to any accounting principle, method, practice or procedure included in the Accounting Principles that is not in accordance with GAAP, (iv) remove all intangible assets reflected on such Closing Date Schedule, (v) eliminate any Excluded Assets or any Excluded Liabilities reflected on such Closing Date Schedule, (vi) remove any assets that would be reflected on a balance sheet of the Seller prepared in accordance with the Accounting Principles as “deferred lease costs” or “deferred costs”, (vii) eliminate any deferred tax assets or deferred tax liabilities that would be reflected on a balance sheet of the Seller prepared in accordance with the Accounting Principles, (viii) reflect each of the items on Exhibit O and (ix) remove any gain related to the sale-leaseback transaction in respect of the Seller’s Macon facility.
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Special Adjustments is defined in Section 2.3(a)(vi).
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Special Adjustments means any steps or actions necessary to cause the Draft Closing Date Balance Sheet, the Audited Closing Date Balance Sheet and the calculation of the Gross Receivables Amount and the amount of the Receivable Deductions, the Other Assets, the Other Liabilities and the Loss Reserve to (i) reflect all assets or liabilities, the existence of which is known on the date the Buyer's Accountants deliver the audited Draft Closing Date Balance Sheet to the Buyer and the Seller pursuant to the provisions of subsection 5.5(a) hereof, and which, as of the Closing Date, were assets or liabilities (as the case may be) of CPLC, including any asset or liability that would not be deemed to be material to CPLC, under any of the accounting principles (including accounting methods, practices or procedures) set forth on Schedule 5.5(a) and (ii) exclude any asset or liability which should not have been reflected on the Draft Closing Date Balance Sheet or in the calculation of the Gross Receivables Amount or the amount of the Receivable Deductions, the Other Assets, the Other Liabilities or the Loss Reserve irrespective of whether such asset or liability would be deemed to be material to CPLC under any of the accounting principles (including accounting methods, practices or procedures) set forth on Schedule 5.5(a).
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Examples of Special Adjustments in a sentence

  • The corresponding percentage effective December 30, 2018 that is noted in Appendix A and detailed in Appendix A-1, is inclusive of Special Adjustments as noted therein.

  • To develop an objective administrative process, the Parties agree to incorporate the previous Collective Agreement Articles and Letters of Agreement identified below (from the 2007-2011 Collective Agreement) into an updated documented listing of Special Adjustments to be administered via the Labour-Management Committee.

  • Decisions re hours of work under this provision will be reflected in the Labour Management meeting minutes as well as the ongoing listing of Special Adjustments.

  • Special Adjustments to Pay shall administered in accordance with NAC 284.206.

  • To develop an objective administrative process, the Parties agree to incorporate the previous Collective Agreement Articles and Letters of Agreement identified below (from the 2007- 2011 Collective Agreement) into an updated documented listing of Special Adjustments to be administered via the Labour-Management Committee.

  • Click on Health Benefits & Option Transfer, then Rates and Health Plan Choices and select Retroactive Health Insurance Special Adjustments.

  • DATED AT KITCHENER, ONTARIO, THIS DAY OF , A.D. 2008 THE CORPORATION OF THE CITY OF KITCHENER Xxxx Xxxx, Mayor Xxxxx Xxxxx, City Clerk LOCAL UNION #636 OF THE INTERNATIONAL BROTHERHOOD OF ELECTRICAL WORKERS AF OF L, CIO-CLC Xxxx Xxxxxx Xxxx Tvrdon Xxxx Xxxxxx Xxxxx X’Xxxxx SCHEDULE “A” Special Adjustments – denotes an adjustment to the rate prior to the 3% across the board.

  • ARTICLE COR15/COR18 Absenteeism Targets and RPT Absenteeism Targets ARTICLE COR 8/COR16 Overtime and RPT Overtime APPENDIX COR13 Joint Attendance Strategy and Implementation Committee APPENDIX COR7 Special Adjustments Over the course of the current collective agreement, Correctional Officers and Youth Workers have significantly improved attendance.


More Definitions of Special Adjustments

Special Adjustments is defined in Section 2.3(a)(vi). “Tax Adjustment” is defined in Section 7.1(f)(ii).
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Special Adjustments means such adjustments to the Closing Balance Sheet as shall be necessary to, to the extent not otherwise reflected in the Closing Balance Sheet (a) remove all Excluded Assets and Excluded Liabilities, (b) reflect, at the full outstanding receivables balance thereof (without reduction for any reserves or provision for losses, and without write-off or write-down of any kind), the GTSI Receivables, (c) reflect the full depreciated net book value of the intangible assets of Access Graphics Ltd. without reduction for write-off or write-down (which net book value shall (i) be based on a net book value thereof at September 30, 2006 of $2,236,297.00 and (ii) give effect to the straight-line method or amortization over a period of five years commencing April, 2003, and (d) reflect, with respect to the Identified Notes Receivable, specific reserves in respect thereof proportionately consistent in amounts (in the aggregate) to the specific reserves posted in respect thereof as at June 30, 2006.
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Special Adjustments has the meaning set forth on Exhibit 1.01(b).
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Special Adjustments are amended by deleting and replacing each occurrence of the words “the Seller” with the words “the Seller Entities”;
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Related to Special Adjustments

  • Final Adjustment has the meaning set forth in Section 10.3.B(2) hereof.

  • Initial Adjustment Date As to any Adjustable Rate Mortgage Loan, the first Adjustment Date following the origination of such Mortgage Loan.

  • Final Adjustment Amount shall have the meaning set forth in Section 2.5(e).

  • Principal Adjustment In the event that the 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 or Class B-6 Optimal Principal Amount is calculated in accordance with the proviso in such definition with respect to any Distribution Date, the Principal Adjustment for such Class of Class B Certificates shall equal the difference between (i) the amount that would have been distributed to such Class as principal in accordance with Section 4.01(a) for such Distribution Date, calculated without regard to such proviso and assuming there are no Principal Adjustments for such Distribution Date and (ii) the Adjusted Principal Balance for such Class.

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

  • Value Adjustments means cash lending revenues and other revenues on collateral in respect of a Series of ETP Securities.

  • Purchase Price Adjustment shall have the meaning specified in Section 3.02.

  • Informal adjustment means an agreement reached among the parties, with consultation, but not the consent, of the victim of the crime or other persons specified in KRS 610.070 if the victim chooses not to or is unable to participate, after a petition has been filed, which is approved by the court, that the best interest of the child would be served without formal adjudication and disposition;

  • 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.

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Final Adjustment Statement has the meaning set forth in Section 2.6(c).

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

  • Potential Adjustment Event means any of the following:

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Payment Adjustment Date With respect to each ARM Loan, the date on which the Borrower's Monthly Payment changes in accordance with the terms of the related Mortgage Note.

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Adjustment Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Interest Adjustment Date With respect to a Mortgage Loan, the date, if any, specified in the related Mortgage Note on which the Mortgage Interest Rate is subject to adjustment.

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

  • Adjustment Escrow Account has the meaning set forth in Section 2.4(a)(i).

  • Closing Fees means those fees required to be paid on the Closing Date pursuant to the Fee Letter.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Adjustment Escrow Amount means $1,000,000.

  • Working Capital Adjustment shall have the meaning set forth in Section 3.5(c)(i).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).