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Final and Binding Determination Sample Clauses

Final and Binding Determination. (i) The Adjusted Purchase Price as agreed to by Parent and Buyer or as determined by the Accounting Referee, as applicable, shall be conclusive and binding on all of the parties hereto and such Adjusted Purchase Price shall be deemed the “Final Purchase Price” for all purposes herein.
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Final and Binding Determination. An Expert’s determination shall be in writing and shall be final and binding on the parties and shall not be subject to challenge except in the event of: (i) fraud; (ii) failure by such Expert to disclose any relevant conflicting interest or duty; (iii) breach by such Expert of the covenant specified in Section 5.4 of this Appendix C; (iv) the challenging party being denied due process; (v) the selection of such Expert or the procedure followed by such Expert was not in accordance with this Section 5; or (vi) the recognition or enforcement of such determination would be contrary to the public policy of the Country of Jurisdiction.
Final and Binding Determination. The Final Working Capital as finally agreed to (or deemed to be agreed to) by the Buyer and the Sellers or as finally determined by the Firm (absent manifest typographical or computational error readily apparent from the face of the Firm’s written report or fraud) pursuant to this Section 2.04, as applicable, shall be conclusive and binding on the Parties. The Closing US Purchase Price shall, if necessary, be further adjusted such that the Closing US Purchase Price would equal the amount that it would have been adjusted to under Section 2.04(a) if the Final Working Capital had been substituted for the Estimated Working Capital at Closing (as adjusted, the “Final US Purchase Price” for all purposes herein).
Final and Binding Determination. The determinations of such Arbitrator will be final and binding upon the parties to the arbitration, and judgment upon the award rendered by the Arbitrator may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. The Arbitrator shall set forth with specificity the grounds for the decision in the award.
Final and Binding Determination. (A) The Final Closing Balance Sheet, Cash, Cash Offsets, Indebtedness, Company Transaction Expenses, Net Working Capital (including Accounts Receivable, Prepaid Expenses, Accounts Payable and Accrued Expenses), as of the Closing as agreed to by the Purchaser and the LLC Seller, or as determined by the Firm, as applicable, shall be conclusive and binding on all of the parties hereto and shall be deemed the “Final Closing Balance Sheet”, the “Final Net Working Capital”, “Final Accounts Receivable”, “Final Prepaid Expenses”, “Final Accounts Payable”, “Final Accrued Expenses”, “Final Cash”, “Final Cash Offsets”, “Final Company Transaction Expenses,” and “Final Indebtedness” for all purposes herein.
Final and Binding Determination. (A) The Final Closing Balance Sheet, Cash, Indebtedness, Company Transaction Expenses, and Net Working Capital, as of the Closing as agreed to by the Purchaser and the LLC Seller, or as determined by the Firm, as applicable, shall be conclusive and binding on all of the parties hereto and shall be deemed the “Actual Closing Balance Sheet”, the “Final Net Working Capital”, “Final Cash”, “Final Company Transaction Expenses,” and “Final Indebtedness” for all purposes herein. (B) Upon completion of the calculation of the Actual Closing Balance Sheet, the Final Cash, Final Indebtedness, Final Company Transaction Expenses, and Final Net Working Capital in accordance with this Section 1.3(b)(iii), the Closing Purchase Price will be: (1) (a) increased dollar-for-dollar by the amount that the Final Net Working Capital exceeds the Estimated Net Working Capital or (b) decreased dollar-for-dollar by the amount that the Final Net Working Capital is less than the Estimated Net Working Capital; (2) (a) increased dollar-for-dollar by the amount that the Final Cash exceeds the Estimated Cash or (b) decreased dollar-for-dollar by the amount that the Estimated Cash exceeds the Final Cash, (3) (a) increased dollar-for-dollar by the amount that the Estimated Indebtedness exceeds the Final Indebtedness, or (b) decreased dollar-for-dollar by the amount that the Final Indebtedness exceeds the Estimated Indebtedness, and (4) (a) increased dollar-for-dollar by the amount that Estimated Company Transaction Expenses exceeds the Final Company Transaction Expenses, or (b) decreased dollar-for-dollar by the amount that the Final Company Transaction Expenses exceeds the Estimated Company Transaction Expenses.
Final and Binding Determination. (i) The Final Closing Balance Sheet and Purchase Price, including the calculations of Final Cash Equivalents, Final Net Working Capital, Closing Date Sellers Expenses and Final Indebtedness of the Company, as agreed to by Buyer and Sellers or as determined by the Independent Accountant, as applicable, shall be conclusive and binding on all of the parties and shall be deemed the “Actual Closing Balance Sheet” for all purposes under this Agreement.
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Final and Binding Determination. (i) The Final Closing Balance Sheet, Final Closing Statement and Cash Equivalents, Net Working Capital, Indebtedness, Closing Date Seller Expenses and Capital Expenditure Amount of the Acquired Companies, as of the Calculation Time as agreed to by Buyer and Sellers’ Representative or as determined by the Firm, as applicable, shall be conclusive and binding on all of the Parties and shall be deemed the “Actual Closing Balance Sheet,” “Actual Closing Statement”, “Final Cash Equivalents,” “Final Net Working Capital,” “Final Indebtedness”, “Final Closing Date Seller Expenses” and “Final Capital Expenditure Amount,” for all purposes herein.
Final and Binding Determination. (i) The Final Closing Balance Sheet, the Adjusted Working Capital as of immediately prior to the Closing, the Final Cash Merger Consideration and the Final Stock Consideration as agreed to by the Surviving Corporation, the Company Stockholder and Parent or as determined by the Firm, as applicable, each shall be conclusive and binding on all of the parties hereto and shall be deemed the “Actual Closing Balance Sheet”, “Actual Working Capital,” “Adjusted Cash Merger Consideration” and “Adjusted Stock Consideration,” respectively, for all purposes herein.
Final and Binding Determination. (i) The Final Closing Income Statement and Adjusted Net Income, in each case of the Company and its Subsidiaries during the Operating Period as agreed to by Buyer and Seller or as determined by the Firm, as applicable, shall be conclusive and binding on all of the parties hereto and shall be deemed the “Actual Closing Income Statement” and “Final Adjusted Net Income,” respectively, for all purposes herein. The Final Cash Statement and the amount of the Cash Distribution as agreed to by Buyer and Seller or as determined by the Firm, as applicable, shall be conclusive and binding on all of the parties hereto and shall be deemed the “Actual Cash Statement” and “Final Cash Distribution,” respectively, for all purposes herein. (ii) Upon completion of the calculation of the Actual Closing Income Statement, Final Adjusted Net Income, Actual Cash Statement and Final Cash Distribution in accordance with this Section 2(e), the Purchase Price and the amount of the Cash Distribution shall be recalculated and the following adjustments made: (A) If the aggregate amount of (x) the Purchase Price calculated using the Final Adjusted Net Income shown on the Actual Closing Income Statement and (y) the Cash Distribution calculated using the Final Cash Distribution amount shown on the Actual Cash Statement, is greater than the aggregate amount of (A) the Closing Date Purchase Price and (B) the Cash Distribution made on the Closing Date, Buyer shall pay such difference to Seller by wire transfer in immediately available funds to one or more accounts designated by Seller. (B) If the aggregate amount of (x) the Purchase Price calculated using the Final Adjusted Net Income shown on the Actual Closing Income Statement and (y) the Cash Distribution calculated using the Final Cash Distribution amount shown on the Actual Cash Statement, is less than the aggregate amount of (A) the Closing Date Purchase Price and (B) the Cash Distribution made on the Closing Date, the amount of such difference will be paid to Buyer by Seller by wire transfer in immediately available funds to one or more accounts designated by Buyer.
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