Special Adjustments definition

Special Adjustments means such adjustments to the Cut-Off Date Schedule of Assets Acquired and Liabilities Assumed as shall be necessary to (i) reflect all assets or liabilities, which, as of the Cut-Off Date, were assets or liabilities (as the case may be) of any member of the Seller Group of a type properly to have been reflected on the Cut-Off Date Schedule of Assets Acquired and Liabilities Assumed, but which were not in fact reflected on the Cut-Off Date Schedule of Assets Acquired and Liabilities Assumed, including any asset or liability which was not reflected on the Cut-Off Date Schedule of Assets Acquired and Liabilities Assumed because such asset or liability was not deemed to be material, (ii) remove any asset or liability which should not have been reflected on the Cut-Off Date Schedule of Assets Acquired and Liabilities Assumed but was in fact reflected thereon irrespective of whether such asset or liability is deemed not to be material, (iii) give effect to each accounting principle, method, practice or procedure that is to be treated as a Special Adjustment pursuant to the last sentence of the definition of "Accounting Principles," (iv) eliminate any Excluded Assets and any Excluded Liabilities reflected on the Cut-Off Date Schedule of Assets Acquired and Liabilities Assumed and (v) reflect the Assumed Liabilities calculated as of the Cut-Off Date. In addition, the Special Adjustments shall include the following (a) the Net Book Value of Financing Contracts with associated Advance Payments which are flagged as "Z" in the "Billing Frequency" column of the June Portfolio Tape, shall be equal to the net present value of the Residual and the discount rate used in determining the net present value is 12%, and (b) the Net Book Value of Financing Contracts with associated Advance Payments which are not flagged as "Z" in the "Billing Frequency" column of the June Portfolio Tape, shall be equal to the Net Book Value minus the amount of any "deferred income" with respect to such Financing Contract.

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Special Adjustments is defined in Section 2.3(a)(vi).

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).

Examples of Special Adjustments in a sentence

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.
Special Adjustments to Pay shall administered in accordance with NAC 284.206.
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.
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.
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.
The draft Cut-Off Date Schedule of Assets Acquired and Liabilities Assumed shall be prepared in accordance with the Accounting Principles and the draft Adjusted Cut-Off Date Schedule of Assets Acquired and Liabilities Assumed shall reflect the Special Adjustments.
Special Adjustments – denotes an adjustment to the rate prior to the 3% across the board.
Not later than five (5) days prior to the Closing Date, Seller and Purchaser shall prepare and agree upon the Estimated Purchase Price Statement, which shall be used to determine the relative portions of the Purchase Price payable at the Closing pursuant to this Section 2.2. Not later than 25 days following the Closing Date, Seller and Purchaser shall prepare and agree upon the Special Adjustments necessary to adjust the Estimated Purchase Price Statement to the Final Purchase Price Statement.
The parties shall have agreed to the Accounting Principles and the Special Adjustments for the preparation of the Final Adjusted Closing Date Schedule and such Accounting Principles shall give effect to the loss reserve calculation set forth on Exhibit G.
The Special Adjustments shall be applied in creating the draft of the adjusted Closing Date Schedule, whether or not the Seller’s Accountants or the Purchaser’s Accountants believe the Special Adjustments are or are not in accordance with GAAP or are or are not in accordance with the historic practices of the Business.

More Definitions of Special Adjustments

Special Adjustments has the meaning set forth on Exhibit 1.01(b).

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.

Special Adjustments are amended by deleting and replacing each occurrence of the words “the Seller” with the words “the Seller Entities”;