Tax Release Date definition

Tax Release Date means the later of (i) twelve (12) months after the Closing or (ii) the date upon which all pending indemnification claims against Seller for any breach of the representations and warranties in Section 3.20 have been resolved.
Sample 1
Tax Release Date shall have the meaning set forth in Section 4.2(b).
Sample 1
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.
Sample 1

Examples of Tax Release Date in a sentence

  • 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.

  • Notwithstanding anything to the contrary in this Agreement, prior to the Tax Release Date, Seller shall, upon Purchaser’s request, promptly repay to Purchaser any such amount Seller received under this Section 10.4(a) in the event that Purchaser or any member of the Company Group is required to repay such refund or credit (including interest received thereon) to such Governmental Authority.

  • 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.

Related to Tax Release Date

  • Escrow Release Date has the meaning set forth in Section 9.6.

  • Release Date means the date on which the Initial Shares are disbursed from escrow pursuant to Section 3 of that certain Stock Escrow Agreement dated as of the date hereof by and among the Investors and Continental Stock Transfer & Trust Company.

  • Collateral Release Date shall have the meaning provided in Section 10.15(d).

  • Restriction Release Date means such date, after the Effective Date, that the Board of Directors determines in good faith that it is in the best interests of the Corporation and its stockholders for the transfer restrictions set forth in this Article 4 to terminate.

  • Release Deadline means the deadline prescribed by Employer for the execution of the general release described in this paragraph (d)(2) of Section 7, which deadline shall in no event be later than 60 days following the date Executive’s employment terminates;

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

  • Release Effective Date means the date the Release becomes effective and irrevocable.

  • Rollover Notification Date shall be defined as set forth in the Prospectus under "Summary of Essential Information."

  • Escrow Termination Date has the meaning ascribed to such term in Section 9.12.

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

  • Collateral Release Period means each period commencing with the occurrence of a Collateral Release Event and continuing until the occurrence of the next Collateral Reinstatement Event, if any, immediately following such Collateral Release Event.

  • Tax Payment Date means, with respect to any applicable Taxes, the date occurring 30 days prior to the date the same are due and payable.

  • Lease Termination Date means the last day of the Lease Term.

  • Lease Date means the later date upon which this Lease is signed by Landlord and Tenant.

  • Section 409A Payment Date means the earlier of (a) the date of Executive’s death or (b) the date that is six months after the date of termination of Executive’s employment with the Company.

  • Transition Date means the date on which this contract comes into effect for all purposes. Schedule 1 (Contract Particulars)

  • Closing Press Release has the meaning set forth in Section 5.4(b).

  • Release Event has the meaning set forth in Section 6(b).

  • Anticipated Closing Date means the anticipated closing date of any proposed Qualified Sale Transaction, as determined in good faith by the Board of Directors on the Applicable Date.

  • Release Period means the period specified in paragraph 3(d) of the letter of consent.

  • Deconsolidation Date means the last date on which SpinCo qualifies as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the common parent.

  • Pre-Closing Taxable Period means any taxable period ending on or before the Effective Time and that portion of any taxable period beginning before and ending after the Effective Time that ends on the Effective Time.

  • Allocation Date means, with respect to any Transfer Date, the Business Day which is immediately prior to such Transfer Date.

  • Anticipated Termination Date Any Distribution Date on which it is anticipated that the Trust Fund will be terminated pursuant to Section 9.01(c) of this Agreement.

  • Target Completion Date has the meaning given such term in Section 3.3(b).