Final Determination definition
Final Determination means the final resolution of liability for any Tax for any taxable period, by or as a result of (a) a final decision, judgment, decree or other order by any court of competent jurisdiction that can no longer be appealed, (b) a final settlement with the IRS, a closing agreement or accepted offer in compromise under Sections 7121 or 7122 of the Code, or a comparable agreement under the Laws of other jurisdictions, which resolves the entire Tax liability for any taxable period, (c) any allowance of a refund or credit in respect of an overpayment of Tax, but only after the expiration of all periods during which such refund or credit may be recovered by the jurisdiction imposing the Tax, or (d) any other final resolution, including by reason of the expiration of the applicable statute of limitations or the execution of a pre-filing agreement with the IRS or other Taxing Authority.
Final Determination means a determination within the meaning of Section 1313 of the Code or any similar provision of state or local Tax Law.
Final Determination shall have the meaning set forth in the Tax Matters Agreement.
Examples of Final Determination in a sentence
Unless otherwise required by a Final Determination, the Parties shall treat (and shall cause their respective Affiliates to treat) any and all such payments in the manner provided in Section 6.2.
The Parties shall treat (and shall cause their respective Affiliates to treat) such payments as follows for U.S. federal (and applicable state and local) income tax purposes, unless otherwise required by a Final Determination: (1) forty-nine percent (49%) of such Damages shall be treated as a Capital Contribution by Sellers, and (2) fifty-one percent (51%) of such Damages shall be treated as paid to Buyer as an adjustment to the Purchase Price, followed by a Capital Contribution by ▇▇▇▇▇.
The Escrow Agent will act on such Final Determination without further inquiry.
The Party delivering such Final Determination to the Escrow Agent shall simultaneously send a copy of such Final Determination to the other Party.
More Definitions of Final Determination
Final Determination means the final resolution of liability for any Tax for any taxable period, including any related interest or penalties, by or as a result of: (i) a final and unappealable decision, judgment, decree or other order by any court of competent jurisdiction; (ii) a closing agreement or accepted offer in compromise under Section 7121 or 7122 of the Code, or comparable agreement under the laws of other jurisdictions which resolves the entire Tax liability for any taxable period; or (iii) any allowance of a refund or credit in respect of an overpayment of Tax, but only after the expiration of all periods during which such refund may be recovered by the jurisdiction imposing the Tax.
Final Determination means (i) a decision, judgment, decree or other order by any court of competent jurisdiction that occurs pursuant to the provisions of Section 8.3.4, which decision, judgment, decree or other order has become final and unappealable, (ii) a closing agreement or settlement agreement entered into in accordance with Section 8.3.4 that has become binding and is not subject to further review or appeal (absent fraud, misrepresentation, etc.), or (iii) the termination of administrative proceedings and the expiration of the time for instituting a claim in a court proceeding.
Final Determination. As defined in Section 9.03(a) hereof.
Final Determination means (A) a decision, judgment, decree or other order by a court or other tribunal with appropriate jurisdiction, which has become final and non-appealable; (B) a final and binding settlement or compromise with an administrative agency with appropriate jurisdiction, including, but not limited to, a closing agreement under Section 7121 of the Code; (C) any disallowance of a claim for refund or credit in respect to an overpayment of tax unless a suit is filed on a timely basis; or (D) any final disposition by reason of the expiration of all applicable statutes of limitations.
Final Determination means with respect to any issue (a) a decision, judgment, decree or other order by the United States Tax Court or any other court of competent jurisdiction that has become final and unappealable, (b) a closing agreement under section 7121 of the Code or a comparable provision of any state, local, or foreign Tax law that is binding against the Service or any other Taxing Authority, (c) any other final settlement with the Service or other Taxing Authority, or (d) the expiration of an applicable statute of limitations.
Final Determination has the meaning set forth in Section 8.4.
Final Determination means, with respect to any Taxes, (i) the expiration of the statute of limitations on both assessments and refunds of such Taxes, or (ii) the final settlement of Taxes through agreement of the Parties or by an administrative or judicial decision from which no appeal can be taken or the time for taking any such appeal has expired.