Final Consideration Clause Samples

Final Consideration. The consideration set forth in this Section 16 constitutes the total and final consideration due to Contractor in consideration for all deliverables, services Works, obligations, rights and license in respect of the Project and/or set forth in this Agreement and except for the said consideration, unless expressly agreed otherwise by the Parties in writing, Contractor hereby warrants that Company shall not be required to pay Contractor and\or any third party any additional payments, fees, royalties, expenses and/or costs, with respect to the Project and/or this Agreement. The foregoing shall not apply to a Change Request. Payment to Contractor of any amount for any reason shall not, relieve Contractor from any of its obligations or responsibilities hereunder.

Final Consideration. The final Consideration for the Sale Shares shall be RMB20,700,000, determined by the fair market value of the Plant and its land use right as set out in the independent valuation report issued by ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ Valuation Advisory Services (HK) Limited.

Final Consideration. This Agreement will start from October 1, 2021 until December 2021. It will then be automatically renewed, for a period of 12 months, every year until December 31, unless one of the two parties sends a notice against 6 months before.

Final Consideration. (a) Upon the final determination of the Actual Gross Profit Dollars, Final Consideration and the Final Per Share Consideration conclusively in accordance with Section 3.2(b), the amount payable pursuant to Sections 3.1(c)(B), 3.1(g)(ii) and 3.1(h)(iii) will be adjusted and reduced, if necessary, to equal the Final Per Share Consideration and the Purchaser shall deliver or cause to be delivered by wire transfer to the Depositary payment in the amount of the Final Consideration no later than 10 Business Days after the date of the final determination of such amount in full satisfaction of the amount payable pursuant to Sections 3.1(c)(B), 3.1(g)(ii) and 3.1(h)(iii), as the case may be. The Final Consideration shall be disbursed by the Depositary to each former holder of Shares and each former holder of Company Options in an amount per Share or Company Option, as the case may be, equal to the Final Per Share Consideration in accordance with the provisions of Section 5.1 of this Plan of Arrangement and the Indemnification and Escrow Agreement. (b) The Purchaser will use commercially reasonable efforts to determine and to deliver to the Representative copies of the Purchaser's computations of the Actual Gross Profit Dollars, Final Consideration and the Final Per Share Consideration within 30 days after the end of the Calculation Period. The Representative shall notify the Purchaser in writing within 30 days following receipt of such calculations (the "REVIEW PERIOD") of the Representative's acceptance of or disagreement with the Purchaser's calculations of the Actual Gross Profit Dollars, Final Consideration and the Final Per Share Consideration. Failure by the Representative to notify the Purchaser of either acceptance of or disagreement with the Purchaser's calculations of the Actual Gross Profit Dollars, Final Consideration and the Final Per Share Consideration shall be deemed acceptance thereof. If the Representative disagrees with the Purchaser's calculations of the Actual Gross Profit Dollars, Final Consideration and the Final Per Share Consideration, the Representative shall, prior to the expiration of the Review Period, notify the Purchaser in writing of such disagreement and deliver with such notice the Representative's proposed calculations of the Actual Gross Profit Dollars, Final Consideration and the Final Per Share Consideration. The Purchaser shall have a period of 20 days after delivery of the Representative's proposed calculations of the Actual ...

Final Consideration. This formal agreement of collaboration will start from 9 October 2020 until December 2021. Both societies will then discuss the renewal of this agreement.

Final Consideration. The Adjustment Amount and Purchase Price shall become final and binding upon the parties upon the earliest of: (i) the failure by the Company Shareholder Representative to object thereto within the period permitted under, and otherwise in accordance with, the requirements of Section 2.3(c); (ii) the written agreement between the Company Shareholder Representative and Purchaser with respect thereto; or (iii) the decision by the Independent Accounting Firm with respect to disputes under Section 2.3(d).

Final Consideration. 4.1.1. Upon the terms and subject to the conditions hereof, the Purchaser shall pay an aggregate purchase price to the Seller for the Shares equal to the Closing Net Equity (as defined in Section 4.1.2 hereof) from which shall be deducted (i) the goodwill, if any, (ii) Euros 900,000 and (iii) Euros 3,543,000 in relation to the investment plan described in SCHEDULE 4.1.1 such amount being reduced by the amount expended by the Seller on or before the Closing Date in relation to the investment plan described in SCHEDULE 4.1.1 and to the extent such expenditures have not been capitalized in the Final Closing Balance Sheet (the "Final Consideration").

Final Consideration. Both Parties shall have agreed on the Final Consideration as determined in accordance with Section 2.01(c) or (d).

Final Consideration. (a) Upon the receipt by the Depositary of the Final Consideration from the Purchaser pursuant to the Plan of Arrangement, the Representative shall deliver a written instruction to the Depositary substantially in the form attached as Schedule "F" (the "FINAL CONSIDERATION PAYMENT DIRECTION") and the Purchaser shall deliver a written instruction to the Depositary specifying the amount of applicable withholding taxes payable in respect of each Company Securityholder (the "FINAL CONSIDERATION TAX DIRECTION"). (b) Unless otherwise specified in the Final Consideration Payment Direction, the Depositary shall upon receipt of the Final Consideration deliver: (i) to each Company Securityholder listed in Schedule "G", a percentage of the Final Consideration calculated in accordance with the percentage allocations set forth opposite such payee's name in Schedule "G" less any applicable withholding taxes specified in the Final Consideration Tax Direction; (ii) to an account specified by the Company, an amount equal to the aggregate amount of withholding taxes specified in the Final Consideration Tax Direction, (c) The Depositary will disburse such funds by forwarding a cheque by first class mail (postage paid) to each Company Securityholder listed in Schedule "G", in each case in accordance with the signed Final Consideration Payment Direction; provided, however, that the Depositary shall disburse funds to a Company Securityholder only if such Company Securityholder has deposited with the Depositary, in compliance with Section 11.3 above and Article 5 of the Plan of Arrangement, certificate(s) and/or agreement(s), as applicable, representing the Shares or Company Options held by such Company Securityholder or otherwise provided evidence satisfactory to the Depositary and the Purchaser of the loss, theft or destruction of such certificate(s) and/or agreement(s), accompanied by a signed and completed Letter of Transmittal and otherwise complied with Section 11.3 above and Article 5 of the Plan of Arrangement.