Definition of Final Determination Clause Samples

Definition of Final Determination. For purposes of this Agreement the term "Final Determination" shall mean the final resolution of liability for any Tax for a taxable period: (i) by Internal Revenue Service ("IRS") Form 870-AD (or any successor forms thereto) on the date of acceptance by or on behalf of the IRS, or by a comparable form under the laws of other jurisdictions; (ii) by a decision, judgment, decree, or other order by a court of competent jurisdiction which has become final and unappealable; (iii) by closing agreement or accepted offer in compromise under Section 7121 or 7122 of the Code, or comparable agreement under the laws of other jurisdictions; (iv) by 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 (including by way of offset) by the Tax-imposing jurisdiction; or (v) by any other final disposition, including by reason of the expiration of the applicable statute of limitations or by mutual agreement of the parties.
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Definition of Final Determination. For purposes of this Agreement, a “Final Determination” shall mean a final and binging arbitration award as set forth in Section 7.8 of the Merger Agreement or a final judgment of a court of competent jurisdiction having the authority to determine the amount of, and liability with respect to any Indemnity Claim and the denial of, or expiration of all rights to an appeal related thereto. Escrow Agent shall be entitled to receive and may conclusively rely upon an opinion of counsel from Tangoe’s or Stockholder Representative’s counsel accompanying each Final Determination, to the effect that the relevant arbitration panel or court had authority to determine the amount and liability with respect to the Indemnity Claim, as the case may be, and that such arbitration panel or court has rendered a final judgment for which all related rights to appeal have been denied or expired.
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Definition of Final Determination. For purposes of this Agreement, a "Final Determination" shall mean that date on which the judicial judgment as to the appropriate Conversion Rate shall become final and nonappealable, in which case such determination of the Court, or such other judicial court as may appropriate or necessary, shall become the Settled Conversion Rate.
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Definition of Final Determination. For purposes of this Agreement, a "Final Determination" shall mean a final judgment of a court of competent jurisdiction having the authority to determine the amount of, and liability with respect to, any Indemnity Claim, and the denial of, or expiration of all rights to, an appeal related thereto. Escrow Agent shall be entitled to receive and may conclusively rely upon an opinion of counsel from Buyer's or Seller's counsel accompanying each Final Determination, to the effect that the relevant court had authority to determine the amount and liability with respect to the Indemnity Claim, as the case may be, and that such court has rendered a final judgment for which all related rights to appeal have been denied or expired.
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Definition of Final Determination. For purposes of this Agreement, a “Final Determination” shall mean (i) a final judgment of a court of competent jurisdiction having the authority to determine the amount of, and liability with respect to, any Indemnity Claim, and the denial of, or expiration of all rights to, an appeal related thereto or (ii) a binding arbitration proceeding. Escrow Agent shall be entitled to receive and may conclusively rely upon an opinion of counsel from Buyer’s or Sellers’ counsel accompanying each Final Determination, to the effect that the relevant court or arbitrator had authority to determine the amount and liability with respect to the Indemnity Claim, as the case may be, and that such court or arbitrator has rendered a final judgment for which all related rights to appeal have been denied or expired.
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Related to Definition of Final Determination

  • Definition of Overpayments For purposes of this CIA, an “Overpayment” shall mean the amount of money Ensign Group has received in excess of the amount due and payable under any Federal health care program requirements.

  • Definition of Grievance A grievance shall be defined as any difference arising out of the interpretation, application, administration, or alleged violation of the Collective Agreement.

  • Certification of Funds; Budget and Fiscal Provisions; Termination in the Event of Non-Appropriation This Agreement is subject to the budget and fiscal provisions of the City’s Charter. Charges will accrue only after prior written authorization certified by the Controller, and the amount of City’s obligation hereunder shall not at any time exceed the amount certified for the purpose and period stated in such advance authorization. This Agreement will terminate without penalty, liability or expense of any kind to City at the end of any fiscal year if funds are not appropriated for the next succeeding fiscal year. If funds are appropriated for a portion of the fiscal year, this Agreement will terminate, without penalty, liability or expense of any kind at the end of the term for which funds are appropriated. City has no obligation to make appropriations for this Agreement in lieu of appropriations for new or other agreements. City budget decisions are subject to the discretion of the Mayor and the Board of Supervisors. Contractor’s assumption of risk of possible non-appropriation is part of the consideration for this Agreement. THIS SECTION CONTROLS AGAINST ANY AND ALL OTHER PROVISIONS OF THIS AGREEMENT.

  • Determination of Gross-Up Payment Subject to sub-paragraph (c) below, all determinations required to be made under this Section 6, including whether a Gross-Up Payment is required and the amount of the Gross-Up Payment, shall be made by the firm of independent public accountants selected by the Company to audit its financial statements for the year immediately preceding the Change in Control (the "Accounting Firm") which shall provide detailed supporting calculations to the Company and the Executive within 30 days after the date of the Executive's termination of employment. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the Executive may appoint another nationally recognized accounting firm to make the determinations required under this Section 6 (which accounting firm shall then be referred to as the "Accounting Firm"). All fees and expenses of the Accounting Firm in connection with the work it performs pursuant to this Section 6 shall be promptly paid by the Company. Any Gross-Up Payment shall be paid by the Company to the Executive within 5 days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"). In the event that the Company exhausts its remedies pursuant to sub-paragraph (c) below, and the Executive is thereafter required to make a payment of Excise Tax, the Accounting Firm shall promptly determine the amount of the Underpayment that has occurred and any such Underpayment shall be paid by the Company to the Executive within 5 days after such determination. Amended and Restated Change in Control Agreement

  • Definition of Change in Control For purposes of the Agreement, a “Change in Control” shall mean the occurrence of any one of the following events: