Final and Binding Determination Clause Samples
The "Final and Binding Determination" clause establishes that a particular decision, judgment, or resolution—often made by an arbitrator, expert, or designated authority—will be conclusive and enforceable on all parties involved, with no further right to appeal or contest. In practice, this means that once the specified authority issues its determination regarding a dispute or issue under the contract, the parties must accept and comply with that outcome, even if they disagree with it. This clause is commonly used in arbitration agreements or expert determinations to provide certainty and finality, thereby preventing prolonged disputes and ensuring that matters are resolved efficiently and conclusively.
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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. (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. 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, 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. The decision of an arbitrator or arbitrators pursuant to preceding clauses of this Section shall be final and binding on the parties and non-appealable.
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. The Final Closing Balance Sheet, Cash, Indebtedness, unpaid Company Transaction Expenses, Net Working Capital and Final Net Working Capital Excess or Final Net Working Capital Deficit, as of the Effective Time, as agreed to by the Purchaser and the Sellers’ Representative, 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”, the “Final Net Working Capital Excess”, the “Final Net Working Capital Deficit”, “Final Cash”, “Final Company Transaction Expenses,” and “Final Indebtedness” for all purposes herein. Information marked “[***]” has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it (i) is not material and (ii) is the type of information the registrant treats as private or confidential.
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 Relevant Working Capital, Actual Relevant Working Capital Surplus (if any), Actual Relevant Working Capital Deficit (if any), Relevant Debt, Cash Equivalents, Transaction Expenses and Actual CAPEX Deficit (if any) (A) as reflected in the Final Closing Statement (to the extent not objected to by the Seller in the Objection Notice during the Adjustment Objection Period), (B) as agreed to by Buyer and the Seller during the Adjustment Resolution Period or (C) as determined by the Firm, as applicable, shall be conclusive and binding on the parties hereto and shall be deemed the “Final Relevant Working Capital”, “Final Relevant Debt,” “Final Relevant Working Capital Surplus” (if any), “Final Relevant Working Capital Deficit” (if any), “Final Cash Equivalents,” “Final Transaction Expenses,” and “Final CAPEX Deficit” (if any) for all purposes herein.