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 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. 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. 18 Representative............................................................14 representatives............................................................7
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Related to Purchaser Returns

  • Total Shareholder Return (i) Up to twenty-five percent (25%) of the RSUs granted to the Participant pursuant to this Agreement shall vest, if at all, based upon the Total Shareholder Return for the Company, as compared to the Comparison Companies, for the Performance Period in the manner set forth on Exhibit 1-A hereto.

  • 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.

  • Final Returns When no amounts are or thereafter may become payable by the Pledgor with respect to any Obligations (except for any potential liability under Section 2(d) of this Agreement), the Secured Party will Transfer to the Pledgor all Posted Credit Support and the Interest Amount, if any.

  • Joint Returns In the case of any Tax Contest with respect to any Joint Return, Parent shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle, or agree to any deficiency, claim, or adjustment proposed, asserted, or assessed in connection with or as a result of such Tax Contest.

  • Peer Group For purposes of this Agreement, the Company’s peer group (the “Peer Group”) shall be comprised of three components: (a) the industry peer group companies set forth in Exhibit A to this Agreement; (b) companies in the S&P 500 Index; and (c) companies in the Xxxxxx Xxxxxxx XXXX Index; provided, that each of the foregoing Peer Group components shall be subject to equitable adjustment by the Committee in its sole discretion to the extent that one or more companies in any component grouping shall cease to maintain separate legal existence by reason of merger or legal dissolution or otherwise, or shall no longer be part of the applicable index. For purposes of determining values earned for Value Management Award Units granted hereby, the components of the Peer Group will be given the following weightings: industry group 25%; S&P group 50%; and REIT Index group 25%.

  • 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.

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

  • Pre-Closing Tax Returns Seller shall prepare or cause to be prepared and file or cause to be filed all Pre-Closing Tax Returns with respect to the Assets. Seller shall pay (or cause to be paid) any Taxes due with respect to such Tax Returns.

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

  • Industry Data; Forward-looking statements The statistical and market-related data included in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus are based on or derived from sources that the Company reasonably and in good faith believes are reliable and accurate or represent the Company’s good faith estimates that are made on the basis of data derived from such sources. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

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