Final and Binding Determination. (i) The Final Closing Balance Sheet and Purchase Price, including the calculations of Final Cash Equivalents, Final Net Working Capital, Closing Date Sellers Expenses and Final Indebtedness of the Company, as agreed to by Buyer and Sellers or as determined by the Independent Accountant, as applicable, shall be conclusive and binding on all of the parties and shall be deemed the “
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: (1) the two appraisers shall select a third appraiser, who shall also be licensed in Kansas; and (2) the average of all three appraisals shall be conclusive evidence as to the fair market value and shall be final and binding on all Parties.
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:
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 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. (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.
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 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 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 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.
