Buyer Return definition

Buyer Return has the meaning set forth in Section 5.3(b)(ii).
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Buyer Return means any Tax Return of the Buyer Parties or of any Affiliate of the Buyer Parties.
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Buyer Return has the meaning set forth in Section 5.3(b)(ii). “Cap” has the meaning set forth in Section 10.5(a). “Capital Expenditure Adjustment Amount” has the meaning set forth in Section 2.1(b)(iv). “Cash” means all cash and all cash equivalents, credit cards, bank deposits, amounts held in escrow, investment or securities accounts, lockboxes, certificates of deposit, marketable securities, short-term investments, treasury bills and other similar items, but excluding Restricted Cash. 4 4863-6343-8441 v.8 “Cash Adjustment Amount” has the meaning set forth in Section 2.1(b)(iii). “CFIUS” means the Committee on Foreign Investment in the United States, or any member agency thereof acting in its capacity as a member agency. “CFIUS Clearance” means, after submission of the CFIUS Notice in accordance with the requirements of the CFIUS Regulations: (a) that the Parties shall have received written notice from CFIUS that the Contemplated Transactions are not a “covered transaction” within the meaning of the CFIUS Regulations, (b) the Parties shall have received written notice from CFIUS that it has determined that there are no unresolved national security concerns with respect to the Contemplated Transactions, and concluded all action under the CFIUS Regulations, or (c) if XXXXX has sent a report to the President of the United States (the “President”) requesting the President’s decision with respect to the Contemplated Transactions, either (i) the President has announced a decision not to take any action to suspend, prohibit or place any limitations on the Contemplated Transactions or (ii) the time permitted under the CFIUS Regulations for the President to take action to suspend or prohibit the Contemplated Transactions has lapsed. “CFIUS Notice” means a joint voluntary notice with respect to the Contemplated Transactions prepared by the Parties and submitted to CFIUS pursuant to 31 C.F.R. § 800.501. “CFIUS Regulations” means Section 721 of Title VII of the Defense Production Act of 1950 (50 U.S.C. § 4565). “Closing” has the meaning set forth in Section 8.1. “Closing Date” has the meaning set forth in Section 8.1. “COBRA” has the meaning set forth in Section 5.6(t). “Code” means the Internal Revenue Code of 1986. “Collective Bargaining Agreements” has the meaning set forth in Section 3.14(a) “Common Parent” has the meaning ascribed to such term in Section 1504(a) of the Code and the Treasury Regulations promulgated thereunder. “Communications Plan” has the meaning set forth ...
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Examples of Buyer Return in a sentence

  • The following document fulfils this legal requirement, and is designed to give a clear statement of our approach to anti-social behaviour and the way we intend to work, together with local residents and agencies, to deal with it.

  • Parent shall consider in good faith any comments made by SBEEG to any such Buyer Return but shall not be obligated to make the changes proposed by SBEEG.

  • To the knowledge of Buyer, neither Buyer nor any Buyer Subsidiary is delinquent in the payment of any material tax, assessment or governmental charge shown to be due on any Buyer Return (taking into account extensions properly obtained), and no waiver of the time to assess any tax granted in writing by Buyer or any Buyer Subsidiary is pending.

  • Each such Buyer Return shall be prepared in a manner consistent with Cytori UK’s past practice except as otherwise required by Law.

  • Rita’s Water Ice Franchise Co., No. CV 15‐3509, 2017 WL 1021025, at *8 (E.D. Pa. Mar.

  • The Seller shall be liable for any Taxes shown on such Buyer Return which are attributable to the period (or portion thereof) ending on the Closing date (determined in accordance with Section 7.8(b) with respect to any Straddle Period).

  • Buyer shall permit Seller to review and comment on each such Buyer Return that relates to a taxable year or period beginning before the Closing Date and shall not file any such Buyer Return without Seller’s written consent, which shall not be unreasonably withheld or delayed.

  • Better than Outlet, Reply to Buyer Return Different Item Scam, AMAZON SERVICES SELLER FORUMS (July 12, 2013, 8:05 AM), http://sellercentral.amazon.com/forums/message.jspa?messageID=2489867 (Amazon Marketplace seller reporting on Seller Forum that Amazon denied a fraudulent buyer claim).

  • At least fifteen (15) days prior to the date on which each such Buyer Return is filed, Buyer will submit such Buyer Return to Seller, and Seller will have the right to review and comment on such Buyer Returns.

  • Prior to filing any such income Tax Return that includes a Straddle Period or that includes a refund or credit for Taxes that were paid or prepaid by the Company prior to Closing, (the “Buyer Returns”), Buyer will permit Seller a reasonable time to review and comment on each such Buyer Return.


More Definitions of Buyer Return

Buyer Return shall have the meaning set forth in Section 8.09(a)(ii).
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Buyer Return is defined in Section 6.2(b)(ii).
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Buyer Return has the meaning set forth in Section 10.6. “Cash Amount” means the aggregate amount of all cash and cash equivalents of the Company and its Subsidiaries (other than Restricted Cash) as of 12:01 a.m. ET on the Closing Date, as adjusted for any deposits in transit (which, for the avoidance of doubt, shall not include any credit card receivables with respect to unshipped customer orders), outstanding checks or other proper reconciling items, in each case as determined on a consolidated basis in accordance with GAAP consistently applied in accordance with the Company’s past practices as set forth on Exhibit B. “Cash Purchase Price” means Forty-Six Million Dollars ($46,000,000). “Cleanup” means all actions required by applicable Environmental Law to: (a) clean up, remove, treat, address or remediate Hazardous Materials, (b) prevent, mitigate or address the Release of Hazardous Materials, (c) perform pre-remedial studies, samplings, investigations or other actions, and post-remedial monitoring, care or other action or (d) respond to any request of any Governmental Authority for information or documents, or any investigation, demand, request or other action in any way relating to the investigation, cleanup, removal, treatment or remediation (or potential cleanup, removal, treatment or remediation) of Hazardous Materials. “Closing” has the meaning set forth in Section 1.2. “Closing Date” has the meaning set forth in Section 1.2. “Closing Date Credit Balance” has the meaning set forth in the Disclosure Schedules. “Closing Debt” means the outstanding amount of Debt of the Company and its Subsidiaries as of 12:01 a.m. ET on the Closing Date. “Closing Net Working Capital” means an amount equal to: (a) Current Assets, minus (b) Current Liabilities, in each case as of 12:01 a.m. ET on the Closing Date and calculated in accordance with (i) GAAP consistently applied in accordance with the Company’s past practices as set forth on Exhibit B and (ii) the Illustrative Working Capital Calculation. “Closing Purchase Price” has the meaning set forth in Section 1.1.2. “Closing Statement Objection Notice” has the meaning set forth in Section 1.5.2. “Closing Statement Review Period” has the meaning set forth in Section 1.5.2. “Closing Taxes” means any unpaid Taxes of the Company and its Subsidiaries incurred or accruing for Pre-Closing Tax Periods; provided that, for the avoidance of doubt, such amounts shall include reasonable estimates thereof for any taxable periods (or portions...
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Buyer Return has the meaning set forth in Section 6.06(b)(ii). “Buyer Specified Representations” means Section 5.01 (Organization; Power; Execution), Section 5.02 (Non-Contravention), and Section 5.04 (Brokerage Fees). “Cap” has the meaning set forth in Section 7.04(a). “CARES Act” means, collectively, (a) the Coronavirus, Aid, Relief and Economic Security Act (Pub. L. 116-136), (i) as amended by each of (1) the Paycheck Protection Program and Health Care Enhancement Act, (2) the Paycheck Protection Program Flexibility Act of 2020, (3) the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act, (4) Title V of the American Rescue Plan Act of 2021 (“ARP Act”), and (5) the PPP Extension Act of 2021, and (ii) as otherwise amended from time to time, and the regulations promulgated thereunder, as amended, and (b) the Consolidated Appropriations Act, 2021, as amended from time to time, and the regulations promulgated thereunder, as amended. “Cash” means the cash, cash equivalents and marketable securities of the Company Entities, as adjusted for deposits in transit, outstanding checks and pending electronic transfers, determined in accordance with GAAP; provided, however, that “Cash” shall not include any of the foregoing to the extent held as security by any counterparty of any Company Entity or otherwise classified as restricted under GAAP. “Cash Consideration” means $27,000,000, and shall be subject to adjustment pursuant to Section 2.03(b) and Section 2.04. “Certified Closing Indebtedness” has the meaning set forth in Section 2.03(a). “Certified Transaction Expenses” has the meaning set forth in Section 2.03(a). “Chancery Court” has the meaning set forth in Section 8.08(b). “Change of Control of Buyer” means a sale or other transfer of (i) fifty percent (50%) or more of the voting interests of Buyer or (i) substantially all of the assets of Buyer, in each case to a Person that is not an Affiliate of Buyer. “Claim” has the meaning set forth in Section 7.05. “Claim Notice” has the meaning set forth in Section 7.05. “Closing” has the meaning set forth in Section 2.01. “Closing Cash” means the Cash as of the Effective Time; provided, however, that Closing Cash shall not exceed $400,000. “Closing Date” has the meaning set forth in Section 2.01.
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Buyer Return. Date shall mean the date on which the sum of Buyer’s cash proceeds deriving from sales of Seller Securities, other amounts received in connection with the Seller Debenture, and Distributions paid to or for the benefit of Buyer and/or Attis by JVCo, including, without limitation, proceeds from Lump Sum Recovered Amounts, paid to Buyer and/or Attis under the JVCo Operating Agreement, exceeds the Floor Price.
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Related to Buyer Return

  • Total Shareholder Return means the total return (change in share price plus reinvestment of any dividends) of a Share.

  • Total Stockholder Return means the total return (change in share price plus reinvestment of any dividends) of a Share.

  • Relative Total Shareholder Return means for the Incentive Period the Total Shareholder Return of the Company compared to the Total Shareholder Return of the Peer Group, as more particularly set forth on attached Exhibit C.

  • Revenue Growth means the percentage change in revenue (as defined in Statement of Financial Accounting Concepts No. 6, published by the Financial Accounting Standards Board) from one period to another.

  • Corporate Taxpayer Return means the federal and/or state and/or local Tax Return, as applicable, of the Corporate Taxpayer filed with respect to Taxes of any Taxable Year.

  • Company TSR means, for any Performance Period, the Company’s TSR for such Performance Period.

  • Adjusted EPS means earnings per share further adjusted for share-based payments, amortization of acquired intangible assets, items outside the normal scope of our ordinary activities (including other items, within selling, general and administrative expenses, losses/(gains) on items held at fair value and remeasurements through profit and loss, impairment losses on tangible assets, and impairment losses on intangible assets) and the related tax effects of these adjustments. Adjusted EPS provides a basis for comparison of our business operations between current, past and future periods by excluding items that we do not believe are indicative of our core operating performance. Adjusted EPS may not be comparable to other similarly titled metrics of other companies.

  • RTSR means the percentile rank of the Company’s Total Shareholder Return among the Total Shareholder Returns of all members of the Peer Group, ranked in descending order, at the end of the Performance Period.

  • CAGR means compound annual growth rate;

  • Relative TSR means the Company’s TSR compared to the Peer Companies TSR on a relative basis. The Company and the Peer Companies from highest to lowest according to their respective TSRs will determine Relative TSR. After this ranking, the percentile performance of the Company relative to the Peer Companies will be determined using the Percentrank formula in Microsoft Excel.

  • Weighting factor wT for an organ or tissue (T) means the proportion of the risk of stochastic effects resulting from irradiation of that organ or tissue to the total risk of stochastic effects when the whole body is irradiated uniformly. For calculating the effective dose equivalent, the values of wT are:

  • EBITA means for any period, operating profit (loss) plus (i) amortization, including goodwill impairment, (ii) amortization of non-cash distribution and marketing expense and non-cash compensation expense, (iii) restructuring charges, (iv) non-cash write-downs of assets or goodwill, (v) charges relating to disposal of lines of business, (vi) litigation settlement amounts and (vii) costs incurred for proposed and completed acquisitions.

  • Current Return means the minimum fair combined rate of return on common equity required for

  • ROIC means Return on Invested Capital and represents a ratio of Adjusted net income to Average Invested Capital. The Company believes this is a useful profitability measure as it excludes non-cash expenses (income) from both the numerator and denominator.

  • EBIT means, for any period, the net income of the Company and its Subsidiaries on a Consolidated basis for such period plus each of the following with respect to the Company and its Subsidiaries on a Consolidated basis to the extent utilized in determining such net income: (a) Interest Expense and (b) provision for taxes.

  • Peer Group means the group of companies, as more particularly set forth on attached Exhibit A, against which the Relative Total Shareholder Return of the Company is measured over the Incentive Period.

  • Earnings Per Share means as to any Fiscal Year, the Company’s or a business unit’s Net Income, divided by a weighted average number of common shares outstanding and dilutive common equivalent shares deemed outstanding, determined in accordance with generally accepted accounting principles.

  • Target Value shall have the meaning stated in Section 7.2 of Schedule D to this Agreement.

  • Weighting with respect to an Underlying means the weighting in relation to the relevant Underlying as specified in the table in the definition of such Underlying.

  • Cumulative EBITDA means, as of any date of determination, EBITDA of the Company from the Existing Notes Issue Date to the end of the Company’s most recently ended full fiscal quarter prior to such date, taken as a single accounting period.

  • Fully Diluted Weighted Average Basis means, when calculating the number of Outstanding Units for any period, a basis that includes (a) the weighted average number of Outstanding Units during such period plus (b) all Partnership Interests and Derivative Partnership Interests (i) that are convertible into or exercisable or exchangeable for Units or for which Units are issuable, in each case that are senior to or pari passu with the Subordinated Units, (ii) whose conversion, exercise or exchange price, if any, is less than the Current Market Price on the date of such calculation, (iii) that may be converted into or exercised or exchanged for such Units prior to or during the Quarter immediately following the end of the period for which the calculation is being made without the satisfaction of any contingency beyond the control of the holder other than the payment of consideration and the compliance with administrative mechanics applicable to such conversion, exercise or exchange and (iv) that were not converted into or exercised or exchanged for such Units during the period for which the calculation is being made; provided, however, that for purposes of determining the number of Outstanding Units on a Fully Diluted Weighted Average Basis when calculating whether the Subordination Period has ended or Subordinated Units are entitled to convert into Common Units pursuant to Section 5.7, such Partnership Interests and Derivative Partnership Interests shall be deemed to have been Outstanding Units only for the four Quarters that comprise the last four Quarters of the measurement period; provided, further, that if consideration will be paid to any Group Member in connection with such conversion, exercise or exchange, the number of Units to be included in such calculation shall be that number equal to the difference between (x) the number of Units issuable upon such conversion, exercise or exchange and (y) the number of Units that such consideration would purchase at the Current Market Price.

  • EPS means earnings per share.

  • TSR means total shareholder return.

  • Baseline Value for each of the Company and the Peer Companies means the dollar amount representing the average of the Fair Market Value of one share of common stock of such company over the five consecutive trading days ending on, and including, the Effective Date.

  • Performance Measurement Period has the meaning set forth in Section 3.1(e)(ii).

  • Performance Measure means one or more of the following selected by the Committee to measure Company, Affiliate, and/or business unit performance for a Performance Period, whether in absolute or relative terms (including, without limitation, terms relative to a peer group or index): basic, diluted, or adjusted earnings per share; sales or revenue; earnings before interest, taxes, and other adjustments (in total or on a per share basis); basic or adjusted net income; returns on equity, assets, capital, revenue or similar measure; economic value added; working capital; total shareholder return; and product development, product market share, research, licensing, litigation, human resources, information services, mergers, acquisitions, sales of assets of Affiliates or business units. Each such measure shall be, to the extent applicable, determined in accordance with generally accepted accounting principles as consistently applied by the Company (or such other standard applied by the Committee) and, if so determined by the Committee, and in the case of a Performance Compensation Award, to the extent permitted under Code Section 162(m), adjusted to omit the effects of extraordinary items, gain or loss on the disposal of a business segment, unusual or infrequently occurring events and transactions and cumulative effects of changes in accounting principles. Performance Measures may vary from Performance Period to Performance Period and from Participant to Participant, and may be established on a stand-alone basis, in tandem or in the alternative.