Principles, policies and procedures Sample Clauses

Principles, policies and procedures. (a) For purposes of preparing the Working Capital Statement, all line items set out in the applicable pro forma Working Capital Statement in Schedule 7 are to be determined as at the Relevant Time (the Calculation Date). (b) In accordance with the principles and covenants outlined in clauses 5.2 and 5.3 of this Schedule 6, each of the line items in each Working Capital Statement shall be calculated: (i) based on the same methodology used to develop the Target Working Capital as described in Annexure A hereto (with any adjustment reflected therein); and (ii) in accordance with the Accounting Standards applied consistently with the past practices of the Target Entity as used in the preparation of the Special Purpose Management Accounts. (c) In calculating the Working Capital Statement items, any impairments or write downs (or reversals of impairments or write downs) of such items from the date of this deed to the Calculation Date shall be excluded. In addition, the determination of the Working Capital Statement items shall not include any adjustments required to be made under the Accounting Standards to the manner in which such items are calculated as a result of the execution of this deed or the transactions contemplated by this deed. All working capital items shall be calculated without duplication. (d) The Working Capital Adjustment Amount is calculated with reference to the applicable Target Working Capital and Completion Working Capital both of which (together with the line items/GL Code Combination items in the Special Purpose Management Accounts from which they are derived) are denominated in Australian dollars. To ensure that any foreign currency exchange risk between the applicable date of this deed and the Calculation Date is shared equitably between the Seller and the Buyer, the amount equal to the difference between the applicable Completion Working Capital and the Target Working Capital for the Target Entity will be converted into US dollars based on the average of the daily intraday AUD/USD WM/Reuters Benchmark Rate (AUD/USD Spot Exchange Rate) over the period from the date of this deed to the Calculation Date. At least five Business Days prior to delivery of each Working Capital Statement, the Seller and the Buyer will calculate and agree the simple average of the daily AUD/USD Spot Exchange Rate for the conversion of 1 Australian dollar into US dollars for the period between the date of this deed and the Calculation Date (Average FX Rate). Th...
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Related to Principles, policies and procedures

  • Policies and Procedures i) The policies and procedures of the designated employer apply to the employee while working at both sites. ii) Only the designated employer shall have exclusive authority over the employee in regard to discipline, reporting to the College of Nurses of Ontario and/or investigations of family/resident complaints. iii) The designated employer will ensure that the employee is covered by WSIB at all times, regardless of worksite, while in the employ of either home. iv) The designated employer will ensure that the employee is covered by liability insurance at all times, regardless of worksite, while in the employ of either home. v) The designated employer shall have exclusive authority over the employee’s personnel files and health records. These files will be maintained on the site of the designated employer.

  • Company Policies and Procedures 7.1.1 The Company will ensure that Employees are able to readily access Company policies and procedures that apply to the Employees. 7.1.2 The Employees will observe and act in accordance with Company policies and procedures that apply to the Employees, as implemented and amended from time to time.

  • COMPLIANCE WITH POLICIES AND PROCEDURES During the period that Executive is employed with the Company hereunder, Executive shall adhere to the policies and standards of professionalism set forth in the Company’s Policies and Procedures as they may exist from time to time.

  • Violence Policies and Procedures The Employer agrees to have in place explicit policies and procedures to deal with violence. The policy will address the prevention of violence, the management of violent situations, provision of legal counsel and support to employees who have faced violence. The policies and procedures shall be part of the employee's health and safety policy and written copies shall be provided to each employee. Prior to implementing any changes to these policies, the employer agrees to consult with the Association.

  • Compliance Policies and Procedures To assist the Fund in complying with Rule 38a-1 of the 1940 Act, BBH&Co. represents that it has adopted written policies and procedures reasonably designed to prevent violation of the federal securities laws in fulfilling its obligations under the Agreement and that it has in place a compliance program to monitor its compliance with those policies and procedures. BBH&Co will upon request provide the Fund with information about our compliance program as mutually agreed.