Examples of Firm Determination in a sentence
If applicable, the Investment Banking Firm Determination shall have been completed.
If applicable, the Investment Baking Firm Determination shall have been completed.
In the event that (whether expressly or by failure of Purchaser to provide notice of any disagreement within the applicable period) Purchaser agrees with the determination of the final Net Financial Assets set forth in the Closing Statement without submitting the matter for an Accounting Firm Determination, the Net Financial Assets set forth in the Closing Statement shall be the final determination of the Net Financial Assets.
The Firm shall be directed to issue its written decision regarding the Unresolved Changes as promptly as practicable and in any event within 30 days following the submission of the Unresolved Changes to the Firm for resolution, and such decision, and the Final Closing Statement as adjusted to reflect the Firm Determination, shall be final, binding and conclusive on the parties.
In the event the Company, Gannett and Purchaser cannot agree with respect to the Closing Statement and the Proposed Adjustment within five days of the notice of disagreement provided by Purchaser to the Company (a "WOKR Dispute"), then the Company shall seek an Accounting Firm Determination as defined in the Gannett Purchase Agreement.
For the avoidance of doubt, in the event that the Benchmark Date Net Debt set forth in the Accounting Firm Determination is equal to or less than the sum of (i) the Maximum Net Debt Amount and (ii) US$10,000,000, there shall be no Audit Difference.
The Escrow Agent shall within three (3) Business Days from the date of receipt of Payment Instructions, in the case of a Claim, a Determination Order or, in the case of an Overpayment Claim, a Selected Firm Determination, as applicable, thereafter release from the Escrow Fund to the party entitled thereto all portions of the amounts retained as and when it receives Payment Instructions, a Determination Order or a Selective Firm Determination, as applicable.
In the event Unresolved Changes are submitted to the Firm for resolution as provided herein, the fees, charges and expenses of the Firm (the “Firm Expenses”) shall be paid by Purchaser and Seller based on the percentages which (x) the difference between the Disputed Amount and the Firm Determination bears to (y) the Disputed Amount (with the smaller percentage being paid by the party whose calculation of the Unresolved Changes was nearer in amount to the Firm Determination).
For example, if Seller proposed resolution of the Remaining Disputes would result in an aggregate increase to the Adjustment Amount of $1,000 and the Independent Accounting Firm Determination results in an aggregate increase to the Adjustment Amount of $600, 40% of the fees and expenses of the Independent Accounting Firm would be borne by Seller and 60% of the fees and expenses of the Independent Accounting Firm would be borne by Purchaser.
The Escrow Agent shall be entitled conclusively to rely upon any certification and instruction accompanying a Selected Firm Determination and shall have no responsibility to review the determination to which such certification and instruction refers or to make any determination as to whether such determination is final.