Special Adjustments definition

Special Adjustments means such adjustments to the Reference Date Balance Sheet as shall be necessary to (a) reflect all assets or liabilities, the existence of which are known on the date Buyer's Accountants deliver the draft of the Reference Date Balance Sheet to Buyer, Shareholder and Shareholder's Accountants pursuant to the provisions of Section 6.8(a) and which, as of the Reference Date, were assets or liabilities (as the case may be) of the Company of a type properly to have been reflected on the Reference Date Balance Sheet, but which were not in fact reflected on the Reference Date Balance Sheet, including, but not limited to, any asset or liability which was not reflected on the Reference Date Balance Sheet because such asset or liability was not deemed to be material, (b) remove any asset or liability which should not have been reflected on the Reference Date Balance Sheet but was in fact reflected thereon irrespective of whether such asset or liability is deemed not to be material, (c) give effect to each accounting principle, method, practice or procedure that is set forth on Annex 1.1 and each other 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", (d) adjust the reserves reflected on the Reference Date Balance Sheet in the manner provided on Exhibit A, (e) eliminate any Excluded Assets and any Excluded Liabilities reflected on the Reference Date Balance Sheet, (f) eliminate any deferred tax assets and any deferred tax liabilities and (g) eliminate any receivable or payable relating to Taxes of the Company (other than accrued receivables due from Obligors with respect to personal property Taxes to the extent Shareholder has indemnified Buyer for such Taxes pursuant hereto or such Taxes have otherwise been paid prior to the Reference Date).
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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.

  • The Consideration of Special Adjustments for Property Taxes, Insurance and Utilities.

  • 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.

  • To calculate Special Adjustments for Property Disposition Properties.

  • The Consideration of Special Adjustments for Property Taxes, Insurance and Utilities 34-4 34-6.

  • Once the owner has satisfactorily met the above requirements for consideration, the Field Office should then proceed with processing the special rent increase using form HUD 9833B, Part G: Special Adjustments for Taxes, Insurance or Utility Increases and in accordance with the following instructions.


More Definitions of Special Adjustments

Special Adjustments has the meaning set forth on Exhibit 1.01(b).
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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 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 $1,500,000.

  • Financing Costs Adjustment Date means each of the following days:

  • 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 2.3(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.

  • Optimal Adjustment Event With respect to any Class of Class B Certificates and any Distribution Date, an Optimal Adjustment Event will occur with respect to such Class if: (i) the Principal Balance of such Class on the Determination Date succeeding such Distribution Date would have been reduced to zero (regardless of whether such Principal Balance was reduced to zero as a result of principal distribution or the allocation of Realized Losses) and (ii) (a) the Principal Balance of any Class of Class A Certificates would be subject to further reduction as a result of the third or fifth sentences of the definition of Principal Balance or (b) the Principal Balance of a Class of Class B Certificates with a lower numerical designation would be reduced with respect to such Distribution Date as a result of the application of clause (ii) of the definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance or Class B-6 Principal Balance.

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

  • Adjustment Escrow Account means the escrow account established pursuant to the Escrow Agreement in respect of the Adjustment Escrow Amount.

  • Adjustment Escrow Amount means $2,000,000.

  • 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 2.2(a).

  • SOFR Adjustment Date means the second U.S. Government Securities Business Day before the first day of such Interest Period.