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. (i) The Cash, CCCI Indebtedness, and Adjusted Purchase Price, as agreed to by the Company and the Contributors’ Representative pursuant to Section 2.4(b)(i) or as determined by the Firm pursuant to Section 2.4(b)(ii), as applicable, shall be deemed the “Final Cash,” “Final CCCI Indebtedness,” and “Final Adjusted Purchase Price.”
(ii) No later than the fifth (5th) Business Day following the completion of the calculation of the Final Cash and Final CCCI Indebtedness in accordance with this Section 2.4, the Final Adjusted Purchase Price shall be calculated and the following payments shall be made:
(A) If the Final Adjusted Purchase Price is greater than the Estimated Adjusted Purchase Price, then the Company shall issue a number of additional Acquisition Shares to the Contributors in accordance with their respective Pro Rata Portions, with the aggregate number of additional Acquisition Shares equaling (a) the Adjustment Holdback Amount, plus (b) (I) the amount by which the Final Adjusted Purchase Price exceeds the Estimated Adjusted Purchase Price divided by (II) the Initial Offering Price.
(B) If the Final Adjusted Purchase Price is less than the Estimated Adjusted Purchase Price (such shortfall, the “Adjustment Shortfall”), then the Company shall issue a number of additional Acquisition Shares to the Contributors in accordance with their respective Pro Rata Portions, with the aggregate number of additional Acquisition Shares equaling the difference of (a) the Adjustment Holdback Amount minus (b) (I) the Adjustment Shortfall divided by (II) the Initial Offering Price. If the amount of (a) the Adjustment Shortfall divided by (b) the Initial Offering Price exceeds the Adjustment Holdback Amount, the Company shall issue no additional Acquisition Shares. The Company acknowledges that provisions of this Section 2.4(b)(iv) shall provide the Company’s sole recourse with respect to any Adjustment Shortfalls, and that in no event shall any Contributor be liable to pay any amounts to the Company under the provisions of this Section 2.4.
(C) If the Final Adjusted Purchase Price is equal to the Estimated Adjusted Purchase Price, then the Company shall issue the Adjustment Holdback Amount to the Contributors in accordance with their respective Pro Rata Portions.
(iii) Any payments made pursuant to this Section 2.4(c) shall be treated as an adjustment of the Adjusted Purchase Price for applicable Tax purposes and shall be treated as such by the Parties on their Tax Return...
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. 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. The determinations of the 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, Cash Offsets, Indebtedness, Company Transaction Expenses, Net Working Capital (including Accounts Receivable, Prepaid Expenses, Accounts Payable and Accrued Expenses), 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 “Final Closing Balance Sheet”, the “Final Net Working Capital”, “Final Accounts Receivable”, “Final Prepaid Expenses”, “Final Accounts Payable”, “Final Accrued Expenses”, “Final Cash”, “Final Cash Offsets”, “Final Company Transaction Expenses,” and “Final Indebtedness” for all purposes herein.
Final and Binding Determination. The determinations of the Board of Directors in the construction, interpretation or application of this Option shall be final and conclusive, and binding upon you.
Final and Binding Determination. The amount of Working Capital of the Company as of 11:59 p.m. on the Business Day immediately preceding the Closing Date as agreed upon by Seller and Purchaser (which shall be the Final Working Capital if Seller does not timely deliver a Dispute Notice), or as results from the Determination, as applicable, shall be conclusive and binding on all Parties hereto and shall be deemed the “Actual Working Capital” for all purposes hereunder.
Final and Binding Determination. (i) The Final Closing Statement, Final Closing Balance Sheet, Closing Net Working Capital, Closing Cash, Closing Indebtedness, and Closing Company Transaction Expenses as agreed to by the Purchaser and the Seller (including by way of default pursuant to the last sentence of Section 1.3(a)(i) or the third or last sentence of Section 1.3(b)(ii)) 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 Statement”, “Actual Closing Balance Sheet” and the “Final Net Working Capital”, “Final Cash”, “Final Indebtedness”, and “Final Company Transaction Expenses” (the Final Net Working Capital, Final Cash, Final Indebtedness, and Final Company Transaction Expenses, collectively, the “Final Purchase Price Components”) for all purposes herein. Upon completion of the calculation of the Actual Closing Balance Sheet and the Actual Closing Statement (and the components thereof) in accordance with this Section 1.3(c)(i) the Closing Purchase Price will be adjusted, either upward or downward, as applicable, in accordance with the procedures set forth in Section 1.3(c)(ii).
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.