Final Amounts Clause Samples
The 'Final Amounts' clause defines the definitive sums owed or to be paid between parties at the conclusion of a contract or upon the occurrence of a specified event, such as termination or settlement. It typically outlines the method for calculating these amounts, including any adjustments for outstanding obligations, accrued interest, or set-offs. By clearly establishing how and when the final financial obligations are determined, this clause ensures both parties have certainty regarding their ultimate liabilities or entitlements, thereby reducing the risk of disputes over payments at the end of the contractual relationship.
Final Amounts. The Spinco Closing Net Working Capital, the Spinco Closing Cash Amount, the Spinco Closing Indebtedness Amount and the Spinco Adjustment Amount that are final and binding on the Parties, as determined through agreement of the Parties or through the action of the Independent Accounting Firm pursuant to this Section 2.6 are referred to in this Agreement, respectively, as the “Spinco Final Closing Net Working Capital,” the “Spinco Final Closing Cash Amount,” the “Spinco Final Closing Indebtedness Amount” and the “Spinco Final Adjustment Amount”.
Final Amounts. The final Effective Date Working Capital, Effective Date Cash, Effective Date Financial Debt and the final Purchase Price (as adjusted pursuant to Section 2.1) shall be the relevant amounts (i) as shown in the Effective Date Certificate delivered pursuant to Section 3.1, to the extent that no notice of disagreement with respect thereto is duly delivered pursuant to Section 3.3 (c); or (ii) if such a notice of disagreement is delivered, either as agreed by the Parties or, in the absence of such agreement, as shown in the Accounting Firm’s calculation delivered pursuant to Section 3.4 (d).
Final Amounts. The Merger Partner Closing Net Working Capital, the Merger Partner Closing Cash Amount, the Merger Partner Closing Indebtedness Amount, the Merger Partner Transaction Expenses, the Merger Partner Dividend Amount and the Merger Partner Dividend Amount Per Share that are final and binding on the Parties, as determined through agreement of the Parties or through the action of the Independent Accounting Firm pursuant to this Section 2.5 are referred to in this Agreement, respectively, as the “Merger Partner Final Closing Net Working Capital,” the “Merger Partner Final Closing Cash Amount,” the “Merger Partner Final Closing Indebtedness Amount,” the “Merger Partner Final Transaction Expenses,” the “Merger Partner Final Dividend Amount” and the “Merger Partner Final Dividend Amount Per Share”.
Final Amounts. The amount owed to the Sellers under the Seller-Financing will be adjusted according to the Adjustment Amount determined in accordance with this Section 3 and in accordance with any Indemnification Claims pursuant to Section 8 and the loan amortization table shall be updated accordingly, with full amortization of the remaining balance of the Seller-Financing after adjustment for the Adjustment Amount scheduled for the number of periods remaining in the 10 (ten) year loan period. If the Adjustment Amount will show a negative aggregate amount the Remaining Shareholder’s Loan shall be reduced accordingly in the Closing Date Financial Statements and Seller 2 shall waive and cancel in writing her existing shareholder’s loan by the same amount.
Final Amounts. The Spinco Closing Net Working Capital, the Spinco Closing Cash Amount, the Spinco Closing Indebtedness Amount and the Spinco Adjustment Amount and, based thereon, the Purchase Price, that are final and binding on the Parties, as determined through agreement of the Parties or through the action of the Independent Accounting
Final Amounts. For the purpose of the calculation of the Purchase Price, the Inter-Group Net-Debt Amount, and the ES Loan Receivable Purchase Price, the (final) Cash, Financial Debt, the Working Capital, and the ES Loan Receivable shall be the relevant amounts as shown in the Effective Date Certificate, delivered by Seller pursuant to Section 6.1, if and to the extent no notice of disagreement with respect thereto is duly and within the relevant time period delivered pursuant to Section 6.3 or, if and to the extent such a notice of disagreement is delivered, either as agreed by Purchaser and Seller or, in the absence of such agreement or for any disputed items or amounts not covered by any agreement, as shown in the binding Accounting Firm’s calculation delivered pursuant to Section 6.4. 31 SECTION 7. SELLER’S AND NEW PACKAGING’S REPRESENTATIONS Seller hereby represents and warrants to Purchaser in the form of an independent undertaking (section 311 para. 1 BGB) that, except as set forth in the disclosure schedule attached hereto as Schedule 7 with sections corresponding to the sections of this Agreement (the “Disclosure Schedule”), the statements in this Section 7, except for those statements in this Section 7 which relate to New Packaging, are true and complete as of the date hereof and will be true and complete as of the Closing Date, and New Packaging hereby represents and warrants to Purchaser in the form of an independent undertaking (section 311 para. 1 BGB) that, except as set forth in the Disclosure Schedule, the statements in Sections 7.1, 7.3 7.4, 7.8 and 7.10, in each case only if and to the extent such statements relate to New Packaging, are true and complete as of the date hereof and will be true and complete as of the Closing Date, provided in each case, however, that representations which are expressly made as of a specific date shall be true and complete only as of such date. The scope and content of each representation of Seller and, as applicable, New Packaging contained in this Section 7, as well as Seller’s and/or New Packaging’s liability arising thereunder, shall be exclusively defined by the provisions of this Agreement (in particular the limitations on Purchaser’s rights and remedies set forth in Section 9 below), which shall be an integral part of the representations of Seller and New Packaging, and no representation of Seller or New Packaging shall be construed as either a Seller’s or New Packaging’s guarantee (Garantie für die Beschaffenheit d...
Final Amounts. The Closing Net Working Capital as of the Effective Time, Target Working Capital as of the Effective Time, Closing Cash as of the Effective Time, Closing Indebtedness as of the Closing and Closing Transaction Expenses as of the Closing that are final and binding on the parties to this Agreement, as determined through agreement or inaction of the parties to this Agreement or through the action of the Independent Accounting Firm pursuant to this Section 2.06 are referred to herein, respectively, as the “Final Closing Net Working Capital,” “Final Target Working Capital,” “Final Closing Cash,” “Final Closing Indebtedness” and “Final Closing Transaction Expenses.”
Final Amounts. The Closing Net Working Capital, Closing Cash, Closing Indebtedness and Closing Transaction Expenses as of the Adjustment Time that is final and binding on the parties to this Agreement, as determined through agreement of the parties to this Agreement or through the action of the Independent Accounting Firm pursuant to this Section 2.06 are referred to herein, respectively, as the “Final Closing Net Working Capital,” “Final Closing Cash”, “Final Closing Indebtedness” and “Final Closing Transaction Expenses”.
Final Amounts. For the purpose of the calculation of the Purchase Price, the Inter-Group Net-Debt Amount, and the ES Loan Receivable Purchase Price, the (final) Cash, Financial Debt, the Working Capital, and the ES Loan Receivable shall be the relevant amounts as shown in the Effective Date Certificate, delivered by Seller pursuant to Section 6.1, if and to the extent no notice of disagreement with respect thereto is duly and within the relevant time period delivered pursuant to Section 6.3 or, if and to the extent such a notice of disagreement is delivered, either as agreed by Purchaser and Seller or, in the absence of such agreement or for any disputed items or amounts not covered by any agreement, as shown in the binding Accounting Firm’s calculation delivered pursuant to Section 6.4.
Final Amounts. (i) As used herein, the term “Final Closing Date Net Working Capital” means, (A) if the Seller does not notify the Purchaser of any such dispute during the Review Period, or notifies the Purchaser of its agreement with the adjustments in the Closing Statement prior to the expiration of the Review Period, then the Closing Date Net Working Capital as set forth in the Closing Statement or (B) if the Seller delivers a Notice of Disagreement relating to the Purchaser’s calculation of the Closing Date Net Working Capital as reflected in the Closing Statement prior to the expiration of the Review Period, then the Closing Date Net Working Capital is (1) as agreed to in writing by the Purchaser and the Seller pursuant to Section 2.6(c)(i) or (2) in the absence of such agreement, as determined by the Arbitrator pursuant to Section 2.6(c)(ii).