Tax Resolution Date means (1) the next day immediately following the issuance of an unfavorable Indian Tax Ruling or (2) in the event of a favorable Indian Tax Ruling, the next day following the earliest of the (A) expiration of ninety (90) days, being the limitation period for filing special leave petition under Article 136 of the Constitution of India where no special leave petition has been filed, (B) the date that the Supreme Court of the Republic of India denies admission of a special leave petition or (C) the date that the Supreme Court of the Republic of India issues a final ruling with respect to the Indian Tax Applications, in each case with respect to the Indian Tax Ruling; provided, that if the Company Agent and Parent mutually agree to terminate the Tax Escrow Agreement pursuant to the mechanics set forth in the Tax Escrow Agreement prior to the earliest of the dates set forth in (1) or (2) above, the date of such termination shall be deemed the Tax Resolution Date.
During the period between the Closing and the State Tax Resolution Date, the parties acknowledge and agree that Buyer may invoice and collect state sales and use taxes related to taxable periods beginning after the Closing, but neither Buyer nor the Company shall file any state sales or use Tax Returns in the states of Massachusetts or Pennsylvania until the Seller provides written notice to Buyer that the VDA process in such states has been completed.
On or before 15 days after completion of the process described in Exhibit J and payment of all Unpaid Taxes and any associated penalties and interest (the "State Tax Resolution Date"), Seller and Buyer shall agree upon the final amount of the Unpaid Taxes.
On or before 15 days after completion of the process described in Exhibit J and payment of all Unpaid Taxes and any associated penalties and interest (the State Tax Resolution Date), Seller and Buyer shall agree upon the final amount of the Unpaid Taxes.
Subject to the terms of the Tax Escrow Agreement, the Surviving Company shall be entitled to payment from the Tax Escrow Amount of an amount equal to the amount of the Indian Taxes determined to be due and payable by a Tax Indemnified Parent Party upon the expiry of the Tax Resolution Date (the "Indian Tax Obligation").