Final Calculation Statement shall have the meaning specified in Section 2.2(b)(ii).
Final Calculation Statement means the calculation of the Special Dividend Amount that is final and binding on New Viacom and CBS, in the manner set forth in this Section 2.08.
Final Calculation Statement has the meaning set forth in Section 2.8(e).
Examples of Final Calculation Statement in a sentence
The Parties acknowledge and agree that (i) all Revenue Reports delivered hereunder shall be estimates and provided for informational purposes only, (ii) in no event shall any Revenue Report be deemed a final, conclusive or binding calculation of Revenue (or any component thereof) for the periods covered thereby, and (iii) the only calculation of Revenue or the Earnout Amount, if any, that shall be final, conclusive, and binding on the Parties shall be as set forth in a Final Calculation Statement.
No later than 10 Business Days after the determination of a Final Calculation Statement and the corresponding calculation of the Earnout Amount, if any, set forth therein pursuant this Agreement, Buyer shall pay to Paltalk by wire transfer of immediately available funds to an account designated by Paltalk in writing the applicable Earnout Amount, if any, as finally determined and set forth in such Final Earnout Calculation pursuant to this Agreement.
More Definitions of Final Calculation Statement
Final Calculation Statement has the meaning set forth in Section 3.3(h).
Final Calculation Statement has the meaning set forth in §2(i).
Final Calculation Statement means a statement setting forth the final determination of the Novoste Closing Determination Assets and Novoste Closing Determination Liabilities as of the Closing Date, which shall be prepared (A) in a manner that is consistent with the preparation of, and the specific instructions and stipulations contained in, the Preliminary Calculation Statement, and (B) using the same consistently applied accounting principles (with respect to all accounting practices, judgments, methodologies and policies (including policies regarding reserves and accruals, inventory and accounts payable)) that were used in preparing the Preliminary Calculation Statement.
Final Calculation Statement shall be as defined in Section 2.3(c).
Final Calculation Statement shall have the meaning specified in Section 2.2. EXHIBIT A “Final Closing Date Inventory Amount” shall have the meaning set forth in Section 2.2(a)(ii). “Financial Statements” shall have the meaning specified in Section 4.2. “Fraud” shall mean, with respect to a party to this Agreement, an intentional and knowing misrepresentation of material facts with respect to the making of the representations and warranties by such party pursuant to ARTICLE 4 or ARTICLE 5 (as applicable), in each case as determined pursuant to a common law fraud claim brought under the Legal Requirements of the State of Delaware. “General Assignment and Bill of Sale” shall have the meaning specified in Section 3.2(a). “General Enforceability Exceptions” shall have the meaning set forth in Section 4.9(c). “German 613a Business Employee” shall have the meaning set forth in Section 3.1. “Governmental Approval” shall mean any: (a) permit, license, certificate, concession, approval, consent, ratification, permission, clearance, confirmation, exemption, waiver, franchise, certification, designation, rating, registration, variance, qualification, accreditation or authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Legal Requirement; or (b) right under any Contract with any Governmental Authority. “Governmental Authority” shall mean any: (a) nation, principality, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental or quasi-governmental authority of any nature (including any governmental division, subdivision, department, agency, bureau, branch, office, commission, council, board, instrumentality, officer, official, representative, organization, unit, body or Entity and any court or other tribunal); (d) multinational organization or body; or (e) individual, Entity or body exercising, or entitled to exercise, any executive, legislative, judicial, administrative, arbitral, regulatory, police, military or taxing authority or power. “HCP” means any Person who is required by a Legal Requirement to be licensed or certified to furnish professional health care services, including physician, pharmacist, registered nurse, licensed practical nurse, advanced practice nurse, nurse practitioner, certified registered nurse practitioner, physician assistant, or therapist. “Healthcare...