Definitive Resolution definition
Definitive Resolution shall occur when: (i) a claim is settled by written agreement of the indemnified party and the taxing authority; or (ii) a final non-appealable judgment, order or award of a court of competent jurisdiction or arbitrator deciding such Tax Claim has been rendered, as evidenced by a certified copy of such judgment, order or award.
Definitive Resolution means the earlier of (a) the twelfth U.S. business day after the Holder’s delivery of the Form of Election to Purchase (if such Form of Election to Purchase sets forth the Holder’s proposal for the applicable Control Number and Exercise Price) if the Company shall not have delivered a notice of disagreement prior thereto, or (b) the earlier of (x) the day that the Holder and the Company (whether on behalf of itself or a Selling Holder) agree in writing that they have resolved all disputes relating to the determination of Exercise Price or Control Number with respect to an exercise hereunder and (y) the date of the final resolution by the Arbiter with respect to Schedule 1 or Section 8.2 hereof, as the case may be.
Examples of Definitive Resolution in a sentence
Seller shall pay Buyer the full amount of such claim within 15 days following a Definitive Resolution as provided in Section 8.4 by wire transfer to an account designated by Buyer or by certified check payable to Buyer.
Upon the Definitive Resolution of a Buyer Indemnity Claim in favor of Buyer, the amount of such claim shall be paid by Seller to Buyer within thirty (30) days, subject to the provisions of Section 8.2(ii) hereinabove.