Adjustment Items definition

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Adjustment Items with respect to the ROIC Performance Period means (1) unusual or infrequently occurring items in accordance with GAAP; (2) the impact of any change in accounting principles that occurs during the ROIC Performance Period and the cumulative effect thereof, to the extent such change was not considered in establishing target performance levels (the Administrator may either apply the changed accounting principle to the calculation of Adjusted Net Income for the Baseline Year, or exclude the impact of the change in accounting principle from the calculation of Adjusted Net Income for the ROIC Performance Period); (3) goodwill and other intangible impairment charges; (4) gains or charges associated with (i) the sale or divestiture (in any manner) of any interest in a business or (ii) losing control of a business, as well as the gains or charges associated with the operation of any business (a) as to which control is or was lost in the ROIC Performance Period, or (b) as to which the Company divested or divests its interest in the ROIC Performance Period; (5) gains or charges related to the sale or impairment of assets; (6)

Adjustment Items means Company Cash and Cash Equivalents, Current Income Taxes, Tax Benefit Amount, Company Working Capital, Company Fees and Expenses that remain unpaid immediately prior to the Effective Time and Indebtedness for Borrowed Money of the Company and the Company Subsidiaries that remains unpaid immediately prior to the Effective Time.

Examples of Adjustment Items in a sentence

Buyer shall pay fifty percent (50%) of the administrative fees and expenses of the Escrow Agent in connection with the Indemnity Escrow Amount, and the remainder of the administrative fees and expenses of the Escrow Agent in connection therewith will be treated as Excess Adjustment Items of the Company in accordance with Section 9.5(b) and Section 11.2(a)(v).
On the other hand, if the Adjustment Items set forth on the Statement of Adjustment Items delivered prior to the Closing by the Company to Buyer pursuant to Section 9.5(b) or, if applicable, Buyer’s good faith estimate of such amount pursuant to Section 4.1(a), exceeds the Adjustment Items (as finally determined after the Closing pursuant to Section 4.1(c)), then Buyer’s payment obligations under this Agreement will be adjusted upward by such excess amount.
As provided in Sections 9.4, 9.5(a), and 9.5(b), respectively, five (5) Business Days prior to the Closing, the Company shall deliver to Buyer the Statement of Expenses, the Statement of Debt and Cash, and the Statement of Adjustment Items (collectively, the “Closing Statement”).

More Definitions of Adjustment Items

Adjustment Items means Company Cash and Cash Equivalents, Company Working Capital, Company Fees and Expenses, Company Indebtedness for Borrowed Money and Current Income Taxes.

Adjustment Items. Adjustments, allocations, and distributions described in Treasury Regulation § 1.704-1(b)(2)(ii)(d)(4),(5), and (6).

Adjustment Items has the meaning set forth in Section 2.4(e).

Adjustment Items has the meaning set forth in Section 2.3.

Adjustment Items mean the Other Indebtedness and Transaction Expenses. "Affiliate" or "affiliate" has the meaning ascribed to such term under Rule 12b-2 of the Exchange Act.

Adjustment Items means Net Indebtedness, the Actual Working Capital Amount, the Target Working Capital Amount and any adjustment or payments in respect of EBITDA made pursuant to Clauses 4.12, 4.14, 4.15 or 4.16 or Schedule 3;

Adjustment Items means the Pre-Closing Expenditures and Working Capital, collectively.