Tax Release Date means fifteen (15) business days following the earlier of: (i) the date of a written settlement of the Idaho Tax Liability by the Idaho State Tax Commission, or (ii) the date of a final, nonappealable order by a court of competent jurisdiction or other final adjudication of dismissal or discharge (or comparable release) of the Idaho Tax Liability or (iii) the expiration of the period of the statute of limitations under which the Idaho State Tax Commission may bring a claim for the Idaho Tax Liability, if no Claim is made.
Examples of Tax Release Date in a sentence
The Shareholders and the applicable Purchaser Indemnified Party shall negotiate in good faith to determine the amount of such unresolved claims and in the event the parties cannot reach an agreement on the amount of such claim within sixty days following the Tax Release Date, the amount shall be determined by arbitration in accordance with the provisions of Section 7(b) of the Escrow Agreement.
On or prior to the Tax Release Date, Purchaser and Seller shall deliver a Final Instruction to the Escrow Agent notifying the Escrow Agent of (i) the Tax Release Date, (ii) whether any Purchaser Indemnitees have any outstanding Claims relating to the Idaho Tax Liability, and (iii) the amount and recipient of funds to be disbursed from the Indemnification Escrow Fund.
The Tax Release Deferred Portion shall be retained by the Escrow Agent until each unresolved Claim set forth in a Claim Notice delivered on or prior to the Tax Release Date has been completely and finally determined in accordance with the terms hereof, after which any portion of the Tax Release Deferred Portion that is determined pursuant to this Agreement to not constitute an Indemnifiable Amount shall be delivered by the Escrow Agent to the Indemnitor, in accordance with Section 8(d) hereof.