Firm Determination definition
Examples of Firm Determination in a sentence
If applicable, the Investment Baking Firm Determination shall have been completed.
If applicable, the Investment Banking Firm Determination shall have been completed.
In the event that (whether expressly or by failure of Purchaser to provide notice of any disagreement within the applicable period) Purchaser agrees with the determination of the final Net Financial Assets set forth in the Closing Statement without submitting the matter for an Accounting Firm Determination, the Net Financial Assets set forth in the Closing Statement shall be the final determination of the Net Financial Assets.
For the avoidance of doubt, in the event that the Benchmark Date Net Debt set forth in the Accounting Firm Determination is equal to or less than the sum of (i) the Maximum Net Debt Amount and (ii) US$10,000,000, there shall be no Audit Difference.
The Firm shall be directed to issue its written decision regarding the Unresolved Changes as promptly as practicable and in any event within 30 days following the submission of the Unresolved Changes to the Firm for resolution, and such decision, and the Final Closing Statement as adjusted to reflect the Firm Determination, shall be final, binding and conclusive on the parties.
In the event the Company, Gannett and Purchaser cannot agree with respect to the Closing Statement and the Proposed Adjustment within five days of the notice of disagreement provided by Purchaser to the Company (a "WOKR Dispute"), then the Company shall seek an Accounting Firm Determination as defined in the Gannett Purchase Agreement.
For example, if Purchaser’s calculation of the Unresolved Changes is $1,000 and Seller’s calculation of the Unresolved Changes is $2,000 (resulting in a Disputed Amount of $1,000) and the Firm Determination is $1,700, then 70% of the Firm Expenses shall be paid by Purchaser and 30% of the of the Firm Expenses shall be paid by Seller.
The Escrow Agent shall be entitled conclusively to rely upon any certification and instruction accompanying a Selected Firm Determination and shall have no responsibility to review the determination to which such certification and instruction refers or to make any determination as to whether such determination is final.
A copy of such Selected Firm Determination shall also be sent by Buyer or Key Seller, as the case may be, to the other Party concurrently with delivery thereof to the Escrow Agent.
In the event that the Termination Payment paid into the Collection Account is based on the Issuer Determination and the Valuation Firm Determination is greater than the Issuer Determination, the Issuer shall, within two Business Days after the Issuer shall have received the Valuation Firm Determination, deposit funds equal to the excess of the Valuation Firm Determination over the Issuer Determination into the Collection Account.