Common use of Final and Binding Determination Clause in Contracts

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. (iA) The Final Closing Balance Sheet Sheet, Cash, Indebtedness, Company Transaction Expenses, and Purchase Price, including the calculations of Final Cash Equivalents, Final Net Working Capital, Closing Date Sellers Expenses and Final Indebtedness as of the Company, Closing as agreed to by Buyer the Purchaser and Sellers the LLC Seller, or as determined by the Independent AccountantFirm, 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.

Final and Binding Determination. (iA) The Final Closing Balance Sheet and Purchase PriceSheet, including the calculations of Final Cash, Cash EquivalentsOffsets, Final Indebtedness, Company Transaction Expenses, Net Working CapitalCapital (including Accounts Receivable, Closing Date Sellers Expenses Prepaid Expenses, Accounts Payable and Final Indebtedness Accrued Expenses), as of the Company, Closing as agreed to by Buyer the Purchaser and Sellers the LLC Seller, or as determined by the Independent AccountantFirm, as applicable, shall be conclusive and binding on all of the parties hereto and shall be deemed the “Final Closing Balance Sheet”, the “

Final and Binding Determination. (i) The Final Closing Balance Sheet Sheet, Final Closing Statement and Purchase Price, including the calculations of Final Cash Equivalents, Final Net Working Capital, Indebtedness, Closing Date Sellers Seller Expenses and Final Indebtedness Capital Expenditure Amount of the CompanyAcquired Companies, as of the Calculation Time as agreed to by Buyer and Sellers Sellers’ Representative or as determined by the Independent AccountantFirm, as applicable, shall be conclusive and binding on all of the parties Parties and shall be deemed the “