Special Items definition
Special Items means (a) items that under GAAP would qualify as special, extraordinary or non-recurring one-time items and/or (b) any other special, extraordinary or non-recurring one-time items arising other than in the Ordinary Course of Business and of the type taken into account in the calculation of EBITDA (as defined in the Purchase Agreement) with respect to the DiverseyLever Business and/or the CMI Business (in each case as defined the Purchase Agreement) as set forth on Schedule F to the Purchase Agreement.
Special Items has the meaning set forth in Exhibit 4.
Special Items means any extraordinary, exceptional or unusual gain, loss or charge on the disposal of property, investments and businesses, asset impairments, financial impacts of natural disasters (including fire, flood and storm and related events) and non-cash gains or losses on the price fair value adjustment of plantations or any charges, or reserves directly related to any restructuring, redundancy, integration or severance or any expenses, charges reserves or other transaction costs directly related to acquisitions, the New Financings or any Broad-Based Black Economic Empowerment Act 53 of 2003 transaction.
Examples of Special Items in a sentence
Each Annual Operating Budget prepared for a Fiscal Year or part thereof ending after the fourth anniversary of the Closing Date shall also identify any Special Items and any Post Measurement Period Special Programs proposed for such Fiscal Year or part thereof.
At each Business Plan Meeting, Special Items and Post Measurement Period Special Programs shall be considered and voted on separately from the Business Plan and a record shall be kept of whether the Capital Directors voted for or against approval thereof.
Special Items Carried in Lieu of Standard Bag Allowance Checked Bag 7.
Special Items shall include (i) extraordinary, unusual and/or non-recurring items of gain or loss, (ii) gains or losses on the disposition of a business, (iii) changes in tax or accounting regulations or laws, or (iv) the effect of a merger or acquisition, as identified in the Company’s quarterly and annual earnings releases.
For the avoidance of doubt, all such cash in the Cash Safes as of the Effective Time shall remain the property of Seller and Seller shall bear the risk of loss with respect to such cash prior to removal from the Cash Safes (other than the cash banks included in the Special Items) except to the extent caused or arising from the negligence or misconduct of Purchaser or its agents or Representatives.
More Definitions of Special Items
Special Items means Work that is not included in the Unit Prices as amended and is unique to a specific Project.
Special Items means charges incurred or benefits realized that either the Company does not believe to be indicative of its core operations, or it believes are significant to its current operating results warranting
Special Items means the containers, ingredients, condiments, and other items used or furnished in connection with the preparation or sale of a specific product and so designated by us. We reserve the right to determine which Special Items will be included in the monthly Inventory. All Special Items will be inventoried and accounted for upon termination or expiration of this Agreement.
Special Items as used herein shall mean all materials and other items forming part of Landlord’s Work which are not readily available, or which require more than twenty-one (21) days to order, obtain and install (as determined and certified in writing by Landlord to Tenant, or by arbitration as aforesaid if disputed by Tenant). The phrase “Punch List Items”, as used herein, shall mean any unperformed or incomplete elements of Landlord’s Work which, individually or in the aggregate, are minor in character and do not materially interfere with Tenant’s access to, use or enjoyment of the Demised Premises; all as determined by the Landlord or by arbitration aforesaid if Tenant disagrees with the determination of the Landlord in regard thereto. Landlord shall cause such Punch List Items to be completed within thirty (30) days after Substantial Completion of Landlord’s Work (or as soon thereafter as practicable so long as Landlord is diligently pursuing completion thereof). After the date of Substantial Completion and delivery of the Demised Premises to Tenant, Tenant shall provide Landlord and its contractor’s access to the Demised Premises on request at all reasonable times during normal business hours and on weekends, as coordinated with Tenant, to perform work on the Punch List Items, and Tenant shall not interfere with such work.
Special Items has the meaning set forth in Section 7.4(c)(iii)(A);
Special Items means income and expenses associated with the Focus efficiency program (“Focus efficiency program”), the Portfolio Optimization and Special Restructuring Measures and other efficiency enhancement measures as well as the realignment of Heidelberg’s product portfolio, in particular expenses for personnel adjustments, site closures, and consulting services;
Special Items as used herein shall mean all materials and other items forming part of Landlord’s Work which were requested by Tenant over and above Landlord’s Building standard materials and finishes, as set forth in the Design Intent Guidelines attached hereto, or which are not readily available in adequate quantities in the Metropolitan Area of Washington, D. C., or which require more than thirty (30) days to order and obtain (as reasonably determined and certified in writing by Landlord to Tenant, or by the Mediator in mediation, or by arbitration as aforesaid if disputed by Tenant). In making any such determination of Substantial Completion of Landlord’s Work, Landlord or Mediator or the arbitrator as aforesaid shall not take into account the incomplete status of any Change Orders or Special Items or “Punch List Items”. The phrase “Punch List Items”, as used herein, shall mean any unperformed or incomplete elements of Landlord’s Work which, individually or in the aggregate, are minor in character and do not materially interfere with Tenant’s access to, use or enjoyment of the Additional Expansion Space or prevent Tenant from legally occupying the Demised Premises; all as reasonably determined by Landlord or in mediation by the Mediator or by arbitration aforesaid if Tenant disagrees with the determination in regard thereto. Landlord shall use commercially reasonable efforts to cause such Punch List Items to be completed within thirty (30) days after Substantial Completion of Landlord’s Work (or as soon thereafter as is reasonably practicable). After the date of Substantial Completion and delivery of the Additional Expansion Space to Tenant, Tenant shall provide Landlord, MDC and its contractors access to the Additional Expansion Space on request at all reasonable times during normal business hours and on weekends, as coordinated with Tenant, to perform work on the Punch List Items and Tenant shall not interfere with such work provided Landlord, MDC and its contractors will use reasonable efforts to minimize any disruption to Tenant’s use of the Additional Expansion Space.