Final Determination. His/her determination is final unless, within ten (10) days after notification, a recognized employee organization requests in writing to meet and confer thereon.
Final Determination. (A) The Expert shall give his final determination in writing to the Parties, together with full written reasons for such determination, as soon as possible thereafter.
(B) If within a reasonable period (which shall not, without the prior written consent of each Party, exceed ninety (90) Days after the acceptance by the Expert of the appointment) the Expert has not given a final determination, then (at the request of either Party) a new Expert shall be appointed under the provisions of this Clause 23(e) and, upon the acceptance of appointment by such new Expert, the appointment of the previous Expert shall cease, provided that if the previous Expert submits a final determination prior to the date upon which the new Expert accepts his appointment in writing, then such determination shall be binding upon the Parties and the appointment of the new Expert shall be withdrawn.
(C) The final determination of the Expert shall be conclusive and binding upon the Parties save in the event of fraud, mistake, mistake of law (including interpretation of documents), miscarriage of justice on the part of the Expert or failure by the Expert to disclose any relevant interest.
Final Determination. Within 10 business days following the ------------------- final determination of the Final Outstanding Common Stock Number, the Final Per Share Cash Amount, the Final Per Share Common Stock Amount and the Total Merger Consideration as provided in this Section 1.9, (i) the Parent shall deliver to each Shareholder (a) the cash amount, if any, by which the aggregate of the Final Per Share Cash Amounts payable to such Shareholder, as finally determined pursuant hereto, exceeds the aggregate of the Closing Per Share Cash Amounts paid to such Shareholder at the Closing; and (b) the number of shares of Parent Common Stock, if any, by which the aggregate of the Final Per Share Common Stock Amounts deliverable to such Shareholder, as finally determined pursuant hereto, exceeds the aggregate of the Closing Per Share Common Stock Amounts delivered to such Shareholder at the Closing; or (ii) each Shareholder shall deliver to the Parent (a) the cash amount, if any, by which the aggregate of the Closing Per Share Cash Amounts paid to such Shareholder at the Closing exceeds the aggregate of the Final Per Share Cash Amounts payable to such Shareholder as finally determined pursuant hereto; and (b) the number of shares of Parent Common Stock, if any, by which the aggregate of the Closing Per Share Common Stock Amounts delivered to such Shareholder at the Closing exceeds the aggregate of the Final Per Share Common Stock Amounts deliverable to such Shareholder as finally determined pursuant hereto.
Final Determination. The Labor Relations Manager’s determination is final unless within ten (10) days after notification a recognized employee organization requests in writing to meet and confer thereon.
Final Determination. The obligation to pay Additional Rent shall survive the expiration or earlier termination of the Term (as to Additional Rent payments that are due and payable with respect to periods prior to the expiration or earlier termination of the Term and during any periods that the Lessee remains in possession of the Leased Property), and a final reconciliation, taking into account, among other relevant adjustments, any contractual allowances which related to Gross Revenues that accrued prior to the date of such expiration or earlier termination, but which have been determined to be not payable. The Lessee's good faith best estimate of the amount of any unresolved contractual allowances shall be made not later than two (2) years after said expiration or termination date. Within sixty (60) days after the expiration or earlier termination of the Term, the Lessee shall advise the Lessor of the Lessee's best estimate of the approximate amount of such adjustments, which estimate shall not be binding on the Lessee or have any legal effect whatsoever.
Final Determination. The final determination for sanction shall occur after the conclusion of the disciplinary meeting and the Faculty member shall be notified in writing of the Board’s determination.
Final Determination. Final Determination" means an audit adjustment by ------------------- the Internal Revenue Service that is either (i) agreed to by both Executive (or his estate) and the Company (such agreement by the Company to be not unreasonably withheld) or (ii) sustained by a court of competent jurisdiction in a decision with which Executive and the Company concur (such concurrence by the Company to be not unreasonably withheld) or with respect to which the period within which an appeal may be filed has lapsed without a notice of appeal being filed.
Final Determination. The Independent Expert shall apply the directives and principles set forth in this Agreement to resolve the Disputed Items as to which CGG and the Purchasers have not agreed and to complete the final determination of the Adjustment Amount (if any). The Independent Expert shall not review any item other than those required to resolve the Disputed Items which CGG has not accepted in writing nor proceed with any further investigations, but shall base its decision exclusively on the materials and arguments presented by the parties and their respective Auditors (which materials shall not include any materials not referred to previously in the preparation of the notices contemplated by this Section 2.5). The parties shall, and the Purchasers shall procure that the Companies shall, cooperate with the Independent Expert in all reasonable respects. The parties shall instruct the Independent Expert to simultaneously deliver to CGG and to the Purchasers a letter (the "Independent Expert's Letter") setting forth its final determination of the Adjustment Amount (which shall in no event be more favorable to the Purchasers than that set forth in the Disputed Items Notice or more favorable to CGG than that set forth in the Adjustment Certificate) within the shortest practicable time and shall use its reasonable efforts to do so within thirty (30) days after its appointment and delivery of all relevant information. Such final determination shall, except in the case of manifest error, be final and binding on the parties hereto, and shall be given by the Independent Expert as an expert and not as an arbitrator. The fees, costs and expenses of the Independent Expert so selected will be borne, in the manner determined by the Independent Expert and if no determination is made, equally between CGG, on the one hand, and the Purchasers, on the other hand. For the purposes hereof, either (i) the definitive Audited Closing Balance Sheet agreed upon by CGG and the Purchasers pursuant to Section 2.5.4 above, or (ii) in the absence of an agreement between CGG and the Purchasers, the Audited Closing Balance Sheet read in light of the Independent Expert's Letter delivered by the Independent Expert pursuant to this Section 2.5.6, is referred to herein as the "Final Closing Balance Sheet".
Final Determination. The Commissioner or agency head shall consider or address in reaching his or her determination and in assessing an appropriate penalty the factors in paragraphs (i) and (ii) below. He or she may also consider, if relevant and appropriate, the criteria established in paragraphs (iii) and (iv) below, in addition to any other information which may be relevant and appropriate.
(i) The party’s good faith endeavors or lack thereof to cooperate, fully and faithfully with any governmental investigation or audit including, but not limited to the discipline, discharge, or disassociation of any person failing to testify, the production of accurate and complete books and records, and the forthcoming testimony of all other members, agents, assignees or fiduciaries whose testimony is sought.
(ii) The relationship of the person who refused to testify to any entity that is a party to the hearing, including, but not limited to, whether the person whose testimony is sought has an ownership interest in the entity and/or the degree of authority and responsibility the person has within the entity.
(iii) The nexus of the testimony sought to the subject entity and its contracts, leases, permits or licenses with the City.
(iv) The effect a penalty may have on an unaffiliated and unrelated party or entity that has a significant interest in an entity subject to penalties under (d) above, provided that the party or entity has given actual notice to the Commissioner or agency head upon the acquisition of the interest, or at the hearing called for in (c) above gives notice and proves that such interest was previously acquired. Under either circumstance the party or entity must present evidence at the hearing demonstrating the adverse impact such a penalty would have on such person or entity.
Final Determination. In the event that your actual Parachute Tax liability is determined by a Final Determination to be greater than the Parachute Tax liability taken into account for purposes of the Tax-Gross-Up paid pursuant to this Section, then within ninety (90) days following the Final Determination, you will submit to the Company a new Parachute Tax calculation based upon the Final Determination. Within ten (10) business days after receipt of such calculation, the Company will pay you the additional Tax Gross-Up attributable to such excess Parachute Tax liability.
