Finally Determined

Finally Determined. Shall mean, with respect to any amount used in the computation of a Gross-Up Payment, that such amount has been the subject of an audit adjustment by the Internal Revenue Service that is either (i) agreed to by both the Executive and the Company, such agreement not to be unreasonably withheld, or (ii) sustained by a court of competent jurisdiction in a decision with which the Executive and the Company concur, such concurrence not to be unreasonably withheld, or with respect to which the period... within which an appeal may be filed has lapsed without a notice of appeal being filed or there is no further right of appeal. View More

Finally Determined. With respect to any Action, threatened Action or other matter, that the outcome or resolution of that Action, threatened Action or matter has either (i) been decided by an arbitrator or Governmental Entity of competent jurisdiction by judgment, order, award or other ruling or (ii) has been settled or voluntarily dismissed and, in the case of each of clauses (i) and (ii), the claimants' rights to maintain that Action, threatened Action or other matter have been finally adjudicated, waived,... discharged or extinguished, and that judgment, order, ruling, award, settlement or dismissal (whether mandatory or voluntary, but if voluntary that dismissal must be final, binding and with prejudice as to all claims specifically pleaded in that Action) is subject to no further appeal, vacatur proceeding or discretionary review View More

Finally Determined. The amount of cash taxes paid or refund or overpayment realized by the Debtors, as may be adjusted in connection with the filing of an amended tax return or pursuant to a "determination" (as defined in Section 1313 of the Code, or analogous provision of state, local or non-U.S. tax law).