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.
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 the 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. (i) The Final Closing Statement, Final Closing Balance Sheet, Closing Net Working Capital, Closing Cash, Closing Indebtedness, and Closing Company Transaction Expenses as agreed to by the Purchaser and the Seller (including by way of default pursuant to the last sentence of Section 1.3(a)(i) or the third or last sentence of Section 1.3(b)(ii)) 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 Statement”, “Actual Closing Balance Sheet” and the “Final Net Working Capital”, “Final Cash”, “Final Indebtedness”, and “Final Company Transaction Expenses” (the Final Net Working Capital, Final Cash, Final Indebtedness, and Final Company Transaction Expenses, collectively, the “Final Purchase Price Components”) for all purposes herein. Upon completion of the calculation of the Actual Closing Balance Sheet and the Actual Closing Statement (and the components thereof) in accordance with this Section 1.3(c)(i) the Closing Purchase Price will be adjusted, either upward or downward, as applicable, in accordance with the procedures set forth in Section 1.3(c)(ii).
Final and Binding Determination. The closing balance sheet and amounts of Working Capital, Closing Date Cash and outstanding Indebtedness of the Company and the Subsidiaries as of 11:59 p.m. on the Business Day immediately preceding the Closing Date as agreed to by the Surviving Corporation, the Stockholders’ Representative and Ticketmaster 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”, “Actual Working Capital”, “Actual Closing Date Cash” and “Actual Closing Date Indebtedness” respectively, for all purposes of this Agreement and the Escrow Agreement.
Final and Binding Determination. The determination of the fair market value by the two appraisers so selected shall be final and binding on all Parties; provided that if the two appraisers so selected are unable to agree on a fair market value, then:
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.
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. The amount of Working Capital of the Company as of 11:59 p.m. on the Business Day immediately preceding the Closing Date as agreed upon by Seller and Purchaser (which shall be the Final Working Capital if Seller does not timely deliver a Dispute Notice), or as results from the Determination, as applicable, shall be conclusive and binding on all Parties hereto and shall be deemed the “Actual Working Capital” for all purposes hereunder.