Purchaser Returns Sample Clauses

Purchaser Returns. Purchaser Returns" shall have the meaning set forth in Section 3.15(a) of the Agreement.
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Purchaser Returns. The Purchaser shall file any Tax Returns required to be filed with respect to real or personal property constituting part of the Purchased Assets that are due after the Closing Date for any Straddle Period (the "PURCHASER RETURNS") and all Tax periods beginning on or after the Closing Date.
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Purchaser Returns. All Product returned to Cardinal Health by Purchasers shall be processed and handled by Cardinal Health in accordance with the TMOPG and Client’s returned goods policy (“RGP”). If a Purchaser return is permitted by the RGP, Cardinal Health will accept the return and credit the Purchaser in accordance with the RGP. If a Purchaser Return is not permitted by the RGP (an “Invalid Return”), Cardinal Health will not authorize the Invalid Return and will not credit the Purchaser for such Invalid Return. If a Purchaser deducts value for an Invalid Return, Cardinal Health will use commercially reasonable efforts to resolve the matter with the Purchaser, but if Cardinal Health is not reasonably able to collect for the Invalid Return, Cardinal Health will deduct any amounts the Purchaser deducts from Cardinal Health under this Section 1.13.1 against any amounts due from Cardinal Health to Client for Purchased Inventory. All Product returned by Purchasers will be destroyed by Cardinal Health’s designated third-party waste destruction subcontractor and Cardinal Health will invoice Client for destruction costs. For purposes of this Addendum, the term “Purchaser” means any third party which purchases Product from Cardinal Health.
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Purchaser Returns. The Purchasers shall timely prepare and file (or cause timely preparation and filing) with the appropriate Taxing Authority all Tax Returns with respect to the Company relating to taxable periods that end after the Closing Date (“Purchaser Returns”), and shall timely pay (or cause to be timely paid) all Taxes due with respect to Purchaser Returns. With respect to any Purchaser Return relating to a Straddle Period (a “Straddle Period Return”), the Sellers shall reimburse the Purchasers (in accordance with the provisions hereof) for any amount owed by the Sellers pursuant to Section 9.1 (and the apportionment provisions of Section 7.13(c)) with respect to the Taxes paid with respect to any such Straddle Period, to the extent not already taken into account in determining Net Working Capital (as finally determined pursuant to this Agreement) or otherwise as a Net Purchase Price adjustment hereunder. The Purchasers shall make available to the Sellers any Straddle Period Returns and related workpapers for the Sellers’ review and comment at least 30 Business Days (or such shorter period as the circumstances require, but only in the case of a non-income Tax Return) prior to the respective due dates of such Straddle Period Returns, and the Sellers shall provide the Purchasers with the Sellers’ comments no later than 15 Business Days (or such shorter period as the circumstances require, but only in the case of a non-income Tax Return) before the respective due dates of such Straddle Period Returns. The Purchasers shall consider in good faith any revisions to the Straddle Period Returns that are timely and reasonably requested by the Sellers, except if any such revisions would reasonably be expected to result in a material adverse effect to the Purchasers. The Sellers and the Purchasers agree to consult and resolve in good faith any issue arising as a result of the Sellers’ review of such Straddle Period Returns. No Straddle Period Return shall be filed without the prior written consent of the Sellers, which consent shall not be unreasonably withheld or delayed.
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Purchaser Returns. 18 Representative............................................................14 representatives............................................................7
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Related to Purchaser Returns

  • Product Returns Client will have the responsibility for handling customer returns of the Products. Patheon will give Client any assistance that Client may reasonably require to handle the returns.

  • Tax Periods Beginning Before and Ending After the Closing Date The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

  • Tax Gross-Up Amount Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Developer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting Transmission Owner pursuant to this Article

  • Complete Portfolio Holdings From Shareholder Reports Containing a Summary Schedule of Investments; and

  • Pre-Closing Tax Returns From and after the Closing, Peabody shall prepare or cause to be prepared all Tax returns required to be filed by the Peabody Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Peabody Contributed Assets for any Pre-Closing Tax Period (the “Peabody Prepared Returns”), and Arch shall prepare or cause to be prepared all Tax returns required to be filed by the Arch Transferred Subsidiaries or, other than Tax returns related to Income Taxes, with respect to the Arch Contributed Assets for any Pre-Closing Tax Period (the “Arch Prepared Returns”). Except as otherwise required by applicable Law, each of Peabody and Arch shall prepare such Tax returns in accordance with past practice. Peabody and Arch shall each deliver to the JV Company all Peabody Prepared Returns and Arch Prepared Returns, together with all supporting documentation, no later than ten days prior to the due date for filing such Tax return, and, if any Peabody Prepared Return or any Arch Prepared Return would reasonably be expected to result in or otherwise affect material Taxes of any JV Entity in any Post-Closing Taxable Period, Peabody or Arch, as the case may be, shall also deliver such Tax return, together with all supporting documentation to Arch or Peabody, as the case may be, no later than ten days prior to the due date for filing such Tax return, for review and reasonable comment by the JV Company and Arch or Peabody, as the case may be, and the party filing such Tax return shall incorporate any reasonable comments received no later than five days prior to the due date for filing such Tax return. Peabody and Arch shall use commercially reasonable efforts to determine which of Peabody, Arch or the JV Company shall file such Tax return. If after complying with the immediately preceding sentence in good faith, Peabody and Arch are unable to agree on which of Peabody, Arch or the JV Company is responsible for filing such Tax return, then the JV Company shall be responsible for filing such Tax return. If the JV Company files any Tax return pursuant to this Section 6.21(a)(i) and if such Tax return shows Taxes as due and owing, Peabody or Arch, as applicable, shall pay the amount of Contributor Taxes with respect to such Tax return to the JV Company no later than the due date for filing such Tax return and the JV Company shall remit such Taxes to the applicable Governmental Authority. If either Peabody or Arch files any Tax return pursuant to this Section 6.21(a)(i), such Tax return shows Taxes as due and owing, and such Taxes were specifically included in Peabody Net Working Capital or Arch Net Working Capital, as the case may be, as finally determined pursuant to Section 3.5(c), then the JV Company shall pay the amount of such identified Taxes to Peabody or Arch no later than the due date for filing such Tax return and Peabody or Arch, as the case may be, shall remit such Taxes to the applicable Governmental Authority.

  • Company Tax Returns The Company shall file all tax returns, if any, required to be filed by the Company.

  • Indemnity for Returned Payments If, after receipt of any payment of, or proceeds applied to the payment of, all or any part of the Obligations, the Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person, because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continue and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender, and the Borrower shall be liable to pay to the Agent, and hereby does indemnify the Agent and the Lenders and hold the Agent and the Lenders harmless for, the amount of such payment or proceeds surrendered. The provisions of this Section 4.9 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent's and the Lenders' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 4.9 shall survive the termination of this Agreement.

  • Targets Seller’s supplier diversity spending target for Work supporting the construction of the Project prior to the Commercial Operation Date is ____ percent (___%) as measured relative to Seller’s total expenditures on construction of the Project prior to the Commercial Operation Date, and;

  • Performance Targets Threshold, target and maximum performance levels for each performance measure of the performance period are contained in Appendix B.

  • Inventory; Returns Keep all Inventory in good and marketable condition, free from material defects. Returns and allowances between Borrower and its Account Debtors shall follow Borrower’s customary practices as they exist at the Effective Date. Borrower must promptly notify Bank of all returns, recoveries, disputes and claims that involve more than One Hundred Thousand Dollars ($100,000).

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