Tax Indemnity Escrow Release Date definition

Tax Indemnity Escrow Release Date means the date on which the later of (i) all Tax Contests related to the Specified Taxes are settled or otherwise resolved and (ii) those certain extended statute of limitation periods referenced in Section (b) of the Taxes Schedule, including any additional statute extensions or waivers the Company grants after Closing, have expired or otherwise terminated. Notwithstanding the foregoing, the statute of limitations periods referenced in clause (ii) above shall be deemed to have terminated if all Tax issues described in Section (b)(3) and (b)(4) of the Taxes Schedule have been settled or otherwise resolved for all tax periods from January 1, 2007 to December 31, 2013. 77
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Tax Indemnity Escrow Release Date means the date on which the later of (i) all Tax Contests related to the Specified Taxes are settled or otherwise resolved and (ii) those certain extended statute of limitation periods referenced in Section (b) of the Taxes Schedule, including any additional statute extensions or waivers the Company grants after Closing, have expired or otherwise terminated. Notwithstanding the foregoing, the statute of limitations periods referenced in clause (ii) above shall be deemed to have terminated if all Tax issues described in Section (b)(3) and (b)(4) of the Taxes Schedule have been settled or otherwise resolved for all tax periods from January 1, 2007 to December 31, 2013.
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Examples of Tax Indemnity Escrow Release Date in a sentence

  • On the Tax Indemnity Escrow Release Date, the Purchaser and Seller shall deliver a joint written instruction to the Escrow Agent instructing the Escrow Agent to distribute to the Seller the balance of the Tax Indemnity Escrow Funds remaining in the Tax Indemnity Escrow Account in accordance with the terms of the Escrow Agreement.

Related to Tax Indemnity Escrow Release Date

  • Escrow Release Date means the date of the Escrow Release.

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Indemnity Escrow Amount means $3,000,000.

  • Indemnity Escrow Account means the escrow account established by the Escrow Agent pursuant to the terms of the Escrow Agreement for purposes of holding the Indemnity Escrow Amount.

  • Indemnity Escrow Agreement means the Indemnity Escrow Agreement substantially in the form attached hereto as Exhibit B, among the Sellers, the Buyers and the Escrow Agent.

  • Indemnification Escrow Amount has the meaning specified in Section 3.6(a).

  • Indemnification Escrow Fund has the meaning set forth in Section 2.12(a).

  • Adjustment Escrow Funds means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account.

  • Escrow Fund has the meaning ascribed to it in Section 7.2(a).

  • Tax and Insurance Escrow Fund shall have the meaning set forth in Section 7.2 hereof.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

  • Escrow Release Conditions means, collectively, the conditions set forth in Section 4.3.

  • Qualified escrow fund means an escrow arrangement with a federally or state-chartered financial institution having no affiliation with any tobacco product manufacturer and having assets of at least one billion dollars where such arrangement requires that such financial institution hold the escrowed funds’ principal for the benefit of releasing parties and prohibits the tobacco product manufacturer placing the funds into escrow from using, accessing, or directing the use of the funds’ principal except as consistent with section 453C.2, subsection 2, paragraph “b”.

  • Adjustment Escrow Amount means $1,000,000.

  • Adjustment Escrow Account means the escrow account established pursuant to the Escrow Agreement in respect of the Adjustment Escrow Amount.

  • Escrow Deposit shall have the meaning set forth in Section 2.2(a).

  • Escrow Amount has the meaning set forth in Section 2.1(c).

  • Closing Payment has the meaning set forth in Section 2.2(a).

  • Tax Indemnity Agreement means the Tax Indemnity Agreement, dated as of even date with the Participation Agreement, between Lessee and Owner Participant.

  • Escrow End Date has the meaning specified in the Escrow Agreement.

  • Indemnification Escrow Agreement means that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.

  • Escrow Funds means the Advance funds deposited with the Escrow Agent pursuant to this Agreement.

  • Tax Refunds means refunds of any Cash paid by the Participating CCAA Parties on account of Taxes, refunded to such Participating CCAA Parties from time to time by the applicable Taxing Authorities;

  • Holdback Amount has the meaning set forth in Section 2.06(a).

  • Escrow Cash is defined in Section 4.1(a).

  • Tax Indemnity means the indemnity in respect of certain Taxation matters referred to in clause 10;