Final Determination Sample Clauses

Final Determination. Within 10 business days following the ------------------- final determination of the Final Outstanding Common Stock Number, the Final Per Share Cash Amount, the Final Per Share Common Stock Amount and the Total Merger Consideration as provided in this Section 1.9, (i) the Parent shall deliver to each Shareholder (a) the cash amount, if any, by which the aggregate of the Final Per Share Cash Amounts payable to such Shareholder, as finally determined pursuant hereto, exceeds the aggregate of the Closing Per Share Cash Amounts paid to such Shareholder at the Closing; and (b) the number of shares of Parent Common Stock, if any, by which the aggregate of the Final Per Share Common Stock Amounts deliverable to such Shareholder, as finally determined pursuant hereto, exceeds the aggregate of the Closing Per Share Common Stock Amounts delivered to such Shareholder at the Closing; or (ii) each Shareholder shall deliver to the Parent (a) the cash amount, if any, by which the aggregate of the Closing Per Share Cash Amounts paid to such Shareholder at the Closing exceeds the aggregate of the Final Per Share Cash Amounts payable to such Shareholder as finally determined pursuant hereto; and (b) the number of shares of Parent Common Stock, if any, by which the aggregate of the Closing Per Share Common Stock Amounts delivered to such Shareholder at the Closing exceeds the aggregate of the Final Per Share Common Stock Amounts deliverable to such Shareholder as finally determined pursuant hereto.
Final Determination. The obligation to pay Additional Rent shall survive the expiration or earlier termination of the Term (as to Additional Rent payments that are due and payable with respect to periods prior to the expiration or earlier termination of the Term and during any periods that the Lessee remains in possession of the Leased Property), and a final reconciliation, taking into account, among other relevant adjustments, any contractual allowances which related to Gross Revenues that accrued prior to the date of such expiration or earlier termination, but which have been determined to be not payable. The Lessee's good faith best estimate of the amount of any unresolved contractual allowances shall be made not later than two (2) years after said expiration or termination date. Within sixty (60) days after the expiration or earlier termination of the Term, the Lessee shall advise the Lessor of the Lessee's best estimate of the approximate amount of such adjustments, which estimate shall not be binding on the Lessee or have any legal effect whatsoever.
Final Determination. Final Determination" means an audit adjustment by ------------------- the Internal Revenue Service that is either (i) agreed to by both Executive (or his estate) and the Company (such agreement by the Company to be not unreasonably withheld) or (ii) sustained by a court of competent jurisdiction in a decision with which Executive and the Company concur (such concurrence by the Company to be not unreasonably withheld) or with respect to which the period within which an appeal may be filed has lapsed without a notice of appeal being filed.
Final Determination. For the purposes of this Agreement, a “Final Determination” shall exist when (i) the parties agree in writing upon the amount, or (ii) a court of competent jurisdiction shall have made a determination on the merits with respect thereto and appeal therefrom shall not have been taken within a timely fashion from the date of such determination. The indemnified party will assign to the party providing indemnification any claims against which the indemnified party has been indemnified and paid as provided herein, as to which there may be claims against persons other than the Company, and the party providing indemnification shall in all respects be subrogated to the rights of the indemnified party in connection therewith.
Final Determination. Within fifteen (15) days following the end of each Program Year, the Agent shall deliver to Monsanto a Commission statement which shall contain the final determination of the Commission due at the expiry of the Program Year and shall set forth any eventual adjustments, to the amounts paid up to the Agent under Section 3.6(b) during the preceding Program Year. If within fifteen (15) days following the receipt of such Commission statement by the Agent, Monsanto does not provide the Agent written notice of objection to the Commission statement, the amount of the Commission for such Program Year shall be as provided thereon. If within such fifteen (15) days following receipt of such Commission statement by Monsanto, Monsanto does provide the Agent written notice of objection to the Commission statement, the parties shall resolve such dispute in the manner set forth in Section 3.4 hereof.
Final Determination. Final Determination" means the final resolution of liability for any Tax for any taxable period, by or as a result of: (i) a final and unappealable decision, judgment, decree or other order by any court of competent jurisdiction; (ii) a final settlement with the IRS, a closing agreement or accepted offer in compromise under ss. 7121 or ss. 7122, or a comparable agreement under the laws of other jurisdictions, which resolves the entire Tax liability for any taxable period; (iii) any allowance of a refund or credit in respect of an overpayment of Tax, but only after the expiration of all periods during which such refund may be recovered by the jurisdiction imposing the Tax; or (iv) any other final disposition, including by reason of the expiration of the applicable statute of limitations.
Final Determination. Within thirty (30) days after Landlord’s notice to Tenant of Landlord’s choice of firm, Landlord and Tenant shall each submit to the chosen accounting firm its position concerning the Expense Claim. The accounting firm shall promptly make a determination of the Expense Claim. If the accounting firm determines that the Annual Statement was incorrect, the appropriate party shall pay to the other party the deficiency or overpayment, as applicable, within thirty (30) days after said determination. The determination of the accounting firm shall be limited to determination of the issues raised in the Expense Claim submitted by Tenant, and shall be final and binding upon the parties. All costs and expenses of the accounting firm shall be paid by Tenant unless the accounting firm determines that Landlord overstated Escalations for the applicable calendar year by more than five percent (5%), in which case Landlord shall pay the cost of the accounting firm. EXHIBIT C RULES AND REGULATIONS
Final Determination. In the event that your actual Parachute Tax liability is determined by a Final Determination to be greater than the Parachute Tax liability taken into account for purposes of the Tax-Gross-Up paid pursuant to this Section, then within ninety (90) days following the Final Determination, you will submit to the Company a new Parachute Tax calculation based upon the Final Determination. Within ten (10) business days after receipt of such calculation, the Company will pay you the additional Tax Gross-Up attributable to such excess Parachute Tax liability.
Final Determination. In all events, the final determination of the Committee shall be made not later than eighteen (18) months after the date on which first payment would be required to be made under the domestic relations order if it were a qualified domestic relations order. The final determination shall be communicated in writing to the Participant and all persons claiming to be alternate payees and all prior alternate payees with respect to the Participant.
Final Determination. In the event that Xxxxx'x actual ------------------- Parachute Tax liability is determined by a Final Determination to be greater than the Parachute Tax liability taken into account for purposes of the payments made to him pursuant to Section 7.1.1, then within ninety (90) days following the Final Determination, Xxxxx shall submit to THC a new Parachute Tax calculation based upon the Final Determination. Upon receipt of such calculation, THC shall pay Xxxxx an amount which, when added to any amounts paid under Section 7.1.1, will be sufficient to satisfy (I) his aggregate Parachute Tax and (II) the ordinary federal and state income taxes attributable to all payments made pursuant to any provision of this ARTICLE SEVEN, including all additional payments made pursuant to this clause (II), with the net effect of providing Xxxxx with sufficient aggregate funds to cover (1) his entire Parachute Tax liability and (2) the additional federal and state ordinary income taxes attributable to all the payments made to him pursuant to any provisions of this ARTICLE SEVEN.