The Actual Clause Samples
The "Actual" clause defines the precise, real-world amount or value of something as opposed to an estimated or theoretical figure. In practice, this clause is often used to specify that payments, measurements, or obligations are to be based on the actual quantities delivered, services rendered, or costs incurred. For example, a contract might require payment for the actual number of hours worked or the actual volume of goods supplied. The core function of this clause is to ensure accuracy and fairness by tying contractual obligations to verifiable, factual outcomes rather than projections or assumptions.
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The Actual. Equity Value as determined by the Adjudicator who shall act as an expert and not as an arbitrator will be final and will bind the COMPANY and both Parties.
The Actual. Stockholders’ Equity Amount shall be calculated after giving effect to (i) the cancellation or similar settlement of all intercompany accounts (including federal income tax accounts) between Seller or any of its Affiliates (other than MISO if it is deemed an Affiliate) and ITC and (ii) the distribution of cash from ITC to Seller. ITC shall be entitled to cash collections of MISO and other receivables set forth on the Actual Closing Statement and received after the Closing. ITC will be responsible for payment after Closing of any liabilities set forth on the Actual Closing Statement. Liabilities shall not include any amount previously included in intercompany liabilities in the Audited Financial Statements.
The Actual. January Pre-Closing Net Income shall become final and binding upon the parties on the thirtieth day following delivery thereof, unless Purchaser gives written notice of its disagreement with the Actual January Pre-Closing Net Income (a "January Income Notice of Disagreement") to Conopco on or prior to such date. Any January Income Notice of Disagreement shall specify (i) in reasonable detail the nature of any such disagreement so asserted and (ii) only include disagreements based on mathematical errors or on Actual January Pre-Closing Net Income not being calculated in accordance with the Income Principles (as adjusted above in Section 3.4(a)). If a January Income Notice of Disagreement is received by Conopco in a timely manner, then the Actual January Pre-Closing Net Income shall become final and binding upon Conopco and Purchaser on the earlier of (i) the date Conopco and Purchaser resolve in writing any differences they have with respect to the matters specified in the applicable January Income Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Independent Accountants. The date on which such final determination is made (either by mutual agreement of Purchaser and Conopco, or as determined by the Independent Accountants) is hereinafter referred to as the "January Income Determination Date".