Final Determination Date Clause Samples
The Final Determination Date clause establishes the specific deadline by which a final decision or resolution must be made regarding a particular matter in the agreement. This clause typically applies to situations such as the resolution of disputes, completion of due diligence, or fulfillment of certain contractual conditions, and it sets a clear, non-negotiable date for these outcomes. By defining this date, the clause provides certainty and prevents indefinite delays, ensuring that all parties are aware of the timeline and can plan accordingly.
Final Determination Date. The Parties agree that the Calculation Date Statement (as it may be modified, as applicable, by the mutual written agreement of Purchaser and Seller or by any final decision rendered by the Independent Accounting Expert under this Section 2.04(d) will become final and binding upon the Parties on the first of the following dates to occur (the “Final Determination Date”): (i) on the 15th day following the date of Purchaser’s receipt of the Calculation Date Statement, if Purchaser does not deliver a written notice of objection to Seller on or before such date; (ii) on the date of the settlement of all of Purchaser’s objections by mutual written agreement of Purchaser and Seller; or (iii) on the date on which Purchaser and Seller receive a written copy of the final decision rendered by the Independent Accounting Expert under Section 2.04(c). The Parties agree that:
(i) if the Final Determination Date occurs prior to the Closing Date, the amount payable by Purchaser at the Closing pursuant to Section 2.03(c)(i), shall be the amount equal to the Purchase Price, increased or decreased by the Purchase Price Adjustment (depending on whether such Purchase Price Adjustment is a positive or negative number) confirmed in the final and binding Calculation Date Statement, and
(ii) if the Final Determination Date does not occur before the Closing Date, (1) the amount payable by Purchaser at the Closing pursuant to Section 2.03(c)(i), shall be the amount equal to the Purchase Price, increased or decreased by the portion, if any, of the Purchase Price Adjustment (depending on whether such Purchase Price Adjustment is a positive or negative number) that is not subject to an objection of Purchaser in accordance with Section 2.04(b) (the “Undisputed Portion of the Purchase Price Adjustment”), and (2) (x) if the difference between the total Purchase Price Adjustment confirmed in the final and binding Calculation Date Statement and the Undisputed Portion of the Purchase Price Adjustment is a positive number, Purchaser shall pay such difference to Seller within ten Business Days from the Final Determination Date by wire transfer of immediately available funds to Seller’s account as provided on Exhibit C, or (y) if the difference between the total Purchase Price Adjustment confirmed in the final and binding Calculation Date Statement and the Undisputed Portion of the Purchase Price Adjustment is a negative number, Seller shall pay such difference to Purchaser within ten Business D...
Final Determination Date. The date (the “Final Determination Date”) on which the Final Purchase Price shall be deemed to have been determined shall be the earliest of: (i) the Objection Date, if Purchaser has not delivered an Objection Report with respect to the Final Purchase Price by the Objection Date; (ii) the date during the Negotiation Period that Purchaser and Seller have resolved all disputed amounts with respect to the Final Purchase Price, if all disputed amounts with respect to the Final Purchase Price are resolved during the Negotiation Period; and (iii) the date on which the Accounting Referee delivers its report as to the final determination as to the Final Purchase Price, if submitted to the Accounting Referee.
Final Determination Date. For the purposes of paragraph 1 of part 1 of this Schedule 7, the Final Determination Date shall be, in the case of paragraph 3.3(a), the date the Buyer notifies the Seller that no adjustments need be made or, in the case of paragraph 3.4(b) and paragraph 3.4(c), the date of written agreement of the adjusted Completion Net Asset Statement in accordance with Schedule 7, part 2.
Final Determination Date. During the thirty (30) days immediately following the ------------------ delivery of any Section 5.1
Final Determination Date. Section 13(h) Final Termination Date................... Section 13(e) Financial Statements..................... Annex 5(e) French and U.K. Securities Authorities... Annex 5(d) French Franc Crown Common Stock Price.... Section 1(b) Group.................................... Section 16(r) HSR Act.................................. Section 5(k) Independent Accountant................... Section 13(j)(iv) International Accounting Standards....
Final Determination Date. “Final Determination Date” shall have the meaning set forth in Section 7.3(e).
Final Determination Date. The date (the “Final Determination Date”) on which the Final First Closing Purchase Price or Final Second Closing Purchase Price, as applicable, shall be deemed to have been determined shall be the earliest of: (i) the Objection Date, if Purchaser has not delivered an Objection Report with respect to the Final First Closing Purchase Price or Final Second Closing Purchase Price, as applicable, by the Objection Date; (ii) the date during the Negotiation Period that Purchaser and Seller have resolved all disputed amounts with respect to the Final First Closing Purchase Price or Final Second Closing Purchase Price, as applicable, if all disputed amounts with respect to the Final First Closing Purchase Price or Final Second Closing Purchase Price, as applicable, are resolved during the Negotiation Period; and (iii) the date on which the Accounting Referee delivers its report as to the final determination as to the Final First Closing Purchase Price or Final Second Closing Purchase Price, as applicable, if submitted to the Accounting Referee.
Final Determination Date. During the thirty (30) days immediately ------------------------------------- following the delivery of any Section 5.2 Notice of Disagreement, the Purchaser and the Companies shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in such Section 5.2
Final Determination Date. The Note shall further provide that if, on the date that is one hundred and twenty (120) days after the Effective Date (the "Final Determination Date"), the value of the Common Stock remaining in the hands of POR-CA, determined in the aforesaid manner for the five (5) trading days immediately prior to the Final Determination Date, together with the amount of any cash proceeds realized by POR-CA from the sale of such Common Stock during such period, is less than the Cash Consideration, the Purchaser shall deliver to POR-CA, as full and final payment hereunder and under the Note, cash in an amount equal to any shortfall. In the event that the value of the Common Stock remaining in the hands of POR-CA on the Final Determination Date, valued as aforesaid, together with any cash proceeds realized by POR-CA from the sale of such Common Stock during such period, is greater than the Cash Consideration, POR-CA shall deliver shares of Common Stock equivalent in value to any such overage to Purchaser.
Final Determination Date. The date (the “Final Determination Date”) on which the Final Purchase Price shall be deemed to have been determined shall be the earliest of: (i) the Objection Date, if Purchaser has not delivered an Objection Report with respect to the Final Purchase Price by the Objection Date; (ii) the date during the Negotiation Period that Purchaser and Seller have resolved all disputed amounts with respect to the Final Purchase Price, if all disputed amounts with respect to the Final Purchase Price are resolved during the Negotiation Period; and (iii) the date on which the Accounting Referee delivers its report as to the final determination as to the Final Purchase Price, if submitted to the Accounting Referee; provided, however, that the Final Determination Date shall in no event occur, and the Final Purchase Price shall not be determined, prior to the date on which all Open Title Defects and Open Environmental Defects have been resolved in accordance with Articles 5 and 6, as applicable.