Final Arbiter definition

Final Arbiter has the meaning set forth in Section 2.3(e) hereof.

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Final Arbiter has the meaning ascribed to in Section 4(3)(d);

Final Arbiter means KPMG, or, if such firm declines to serve as accounting arbiter or each of (i) Oncor and (ii) SDTS (if a there is a Disputed Amount pursuant to Section 1.06(d)) or SU (if there is a SU Disputed Amount pursuant to Section 2.04(c)) , or both SDTS and SU (if there is both a Disputed Amount pursuant to Section 1.06(d) and an SU Disputed Amount pursuant to Section 2.04(c)) agree in writing not to engage such firm, such other firm of independent public accountants as is mutually agreed upon in writing by the parties specified in clause (i) and (ii) above.

Examples of Final Arbiter in a sentence

• The Final Arbiter may not award damages, interest or penalties to any party with respect to any matter.

• Each of Seller and Buyer shall pay one-half of the total fees and expenses of the Final Arbiter.

• The Parties shall cooperate fully in assisting the Final Arbiter in calculating the Disputed Amounts and shall take such actions as necessary to expedite and to cause the Final Arbiter to expedite such calculation.

• The Arbiter so selected by either Seller and Buyer jointly or by the Arbiters (the "Final Arbiter") shall make its determination of the Disputed Amounts solely in accordance with the terms of this Agreement.

• The fees and expenses of the Final Arbiter shall be borne equally, with one-half being paid by the Parent and one-half being paid by the Holders, severally (in proportion to their Sharing Ratios) and not jointly.

• Any determination by the Final Arbiter shall not be outside the range defined by the respective amounts proposed by Purchaser and Sellers.

• In determining the proper calculation of any Disputed Amounts, the Final Arbiter shall be bound by the terms of this Section 1.09 and may not increase the amount of any item in dispute above the highest amount set forth in the Arbiter Objection Statements nor decrease such amount below the lowest amount set forth in the Arbiter Objection Statements.

• The determination by the Final Arbiter of the amounts in dispute shall be based solely on presentations by Purchaser and Sellers, and shall not involve the Final Arbiter’s independent review.

• The Final Arbiter shall send its written determination of Final Working Capital and Final Closing Cash to the Parent and the Holder Representative, together with a calculation of the Final Adjustment Amount that results from such determination, and such determination and calculation shall be binding on the parties, absent fraud or manifest error.

• All costs, fees and expenses paid to the Final Arbiter in connection with any such disputes shall be shared equally by Seller and Purchaser.

More Definitions of Final Arbiter

Final Arbiter means KPMG or, if such firm declines to serve, any nationally-recognized accounting firm reasonably agreed by Oncor and SU.

Final Arbiter means the First Appraiser or, if selected, the Third Appraiser. Each of Landlord and Tenant shall submit to the Final Arbiter its detailed analysis of its proposed Prevailing Rental Rate. If either Landlord or Tenant fails to submit a proposed Prevailing Rental Rate within ten (10) Business Days of the selection or appointment of the Final Arbiter, then the Prevailing Rental Rate proposed by the party that has submitted a proposed Prevailing Rental Rate shall be binding on the parties.

Final Arbiter shall have the meaning set forth in Section 4.4(d). “Financial Statements” shall have the meaning set forth in Section 6.4. “First L/C” shall have the meaning set forth in Section 4.2(a). “GAAP” means generally accepted accounting principles as in effect from time to time in the United States. “Governmental Authority” means any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, foreign or domestic, including any governmental authority, agency, department, board, commission or instrumentality of the United States or other country, any state, province, tribal authority or any political subdivision of any of the foregoing, and any tribunal, court, arbitrator(s) or other private adjudicator whose decisions are binding of competent jurisdiction, and shall include the Bankruptcy Court. “Grupo” means Grupo Mexico S.A.B. de C.V. and its subsidiaries or Affiliates other than ASARCO and any subsidiary or affiliate owned or controlled by ASARCO. “Guarantor” shall have the meaning set forth in the preamble hereto. “Guarantor Opinion” means the opinion of counsel to Guarantor attached as Exhibit C-2 hereto, delivered to Sellers in connection with the execution and delivery of this Agreement. “Hayden Settlement Agreement” means the Administrative Settlement Agreement and Order on Consent for Removal Action, U.S. EPA Region IX, CERCLA Docket No. 2008-09, and the Administrative Settlement Agreement and Order on Consent for Removal Action, U.S. EPA Region IX, CERCLA Docket No. 2008-13, by and among the U.S. Environmental Protection Agency, the Arizona Department of Environmental Quality and ASARCO. “Hazardous Materials” means any substance, material, pollutant, contaminant, waste, or special waste, whether solid, liquid or gaseous, that is infectious, toxic, hazardous, explosive, corrosive, flammable or radioactive or which is defined, designated, listed, regulated or included in any Environmental Law, including asbestos or asbestos-containing material, petroleum or petroleum additive substances, polychlorinated biphenyls or sewage.

Final Arbiter has the meaning given to that term in Section 2.02(c)(ii).

Final Arbiter means the First Appraiser or, if selected, the Third Appraiser. Each of Landlord and Tenant shall submit to the Final Arbiter its detailed analysis of its proposed Prevailing Rental Rate. If either Landlord or Tenant fails to submit a proposed Prevailing Rental Rate within ten (10) days of the selection or appointment of the Final Arbiter, then the Prevailing Rental Rate proposed by the party that has submitted a proposed Prevailing Rental Rate shall be binding on the parties. The Final Arbiter shall request in writing that Landlord and Tenant provide any supplemental information that may be necessary for the Final Arbiter to render a decision regarding the Prevailing Rental Rate. The Final Arbiter shall hold a hearing, upon not less than ten (10) days written notice to Landlord and Tenant, and not later than twenty (20) days following selection of the Final Arbiter, at which Landlord and Tenant shall have the opportunity to explain and justify the Prevailing Rental Rate proposed by each party. Any party not attending such hearing shall have waived its right to defend its proposal at a hearing. The Final Arbiter shall prepare a written report of his or her determination of the Prevailing Rental Rate and deliver a copy to Landlord and a copy to Tenant within thirty (30) days of the selection or appointment of the Final Arbiter. The Final Arbiter shall select the Prevailing Rental Rate proposed by either Landlord or Tenant and shall not be entitled to choose any other Prevailing Rental Rate or to make a determination based upon the average of the Prevailing Rental Rates proposed by Landlord and Tenant. The determination of the Final Arbiter shall be final and binding upon the parties. In no event shall the Prevailing Rental Rate determined by the Final Arbiter for the Extension Period be less than the Rent payable by Tenant for the immediately preceding term. If the Appraisal Method is used to determine the Prevailing Rental Rate, then the reasonable fees and expenses of the appraisers involved in the process, including the fees and expenses of the Final Arbiter, shall be shared equally by Landlord and Tenant. If Tenant shall fail to exercise the option herein provided, such option shall terminate, and shall be null and void and of no further force and effect. Tenant's exercise of such option shall not operate to cure any default by Tenant of any of the terms or provisions in the Lease, nor to extinguish or impair any rights or remedies of Landlord arising b...