Draft Return definition

Draft Return has the meaning specified in Section 7.3(a).

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Draft Return has the meaning specified in Section 5.5(a).

Draft Return has the meaning set forth in Section 12.1 hereof.

Examples of Draft Return in a sentence

• The Seller and their accountants have the right to review the Draft Return and any working papers relating to its preparation.

• The Stockholders’ Representative will have the right to review the Draft Return and any working papers relating to its preparation and to suggest changes to such Draft Return no later than twenty-five (25) days prior to the due date of such Return.

• Not less than 30 days prior to the due date of any such Tax Return, the Purchaser shall provide the Seller with a substantially final draft of the Tax Return (the "Draft Return").

• The Representative and its accountants have the right to review the Draft Return and any working papers relating to its preparation.

• Within 15 days after the date that the Seller receives the Draft Return, the Seller shall advise the Purchaser in writing that they either agree with the Draft Return or that they do not agree with the Draft Return, in which case the Seller shall set out, in reasonable detail, the basis for such disagreement.

• The Seller and its accountants shall have the right to review the Draft Return and any working papers relating to its preparation.

• In the event that the Representative and Buyer fail to agree to the Draft Return, the Representative and Buyer will attempt to resolve such disagreement; provided, however, that if they fail to reach agreement, the Representative and Buyer agree to jointly select a nationally recognized accounting firm, and use their reasonable best efforts to cause such accounting firm, to make the final written determination of all matters which remain in dispute in respect of the Draft Return.

• Within fifteen (15) days after the date that the Representative receives the Draft Return, but in no event less than five (5) days prior to the due date of any such Tax Return, the Representative will advise Buyer in writing that it either agrees with the Draft Return or does not agree with the Draft Return, in which case the Representative will set out, in reasonable detail, the basis for such disagreement.

• The Purchaser shall have the right to review and comment on such Draft Returns and the Vendors’ Representative shall in good faith, consider any such comments timely made by the Purchaser on such Draft Return to the extent such comments are determined by the Vendors’ Representative to be reasonable and consistent with past practice.

• The Vendors, their accountants and the Vendors’ Representative have the right to review the Draft Return and any working papers relating to its preparation.

More Definitions of Draft Return

Draft Return has the meaning specified in Section 10.1(a).

Draft Return shall have the meaning set forth in Section 5.5(d). “Employment Agreement” shall have the meaning set forth in Section 2.2(b)(vi). “Encumbrance” means any lien, encumbrance, security interest, pledge, mortgage, hypothecation, charge, restriction on transfer of title, adverse claim, title retention agreement of any nature or kind, or other encumbrance, except for any restrictions arising under any applicable securities Laws. “Environmental Laws” shall have the meaning set forth in Section 3.20(g). “Escrow Agent” shall have the meaning set forth in Section 2.1(b). “Escrow Agreement” shall have the meaning set forth in Section 2.1(b). “Escrow Deposit” shall have the meaning set forth in Section 2.1(b). “GAAP” means generally accepted accounting principles in Canada, as in effect from time to time. “Governmental Entity” means any Canadian federal, provincial, municipal or local government, or any other governmental, regulatory or administrative authority, or any agency, board, department, commission, court, tribunal or instrumentality thereof. “Hazardous Substance” shall have the meaning set forth in Section 3.20(g). “ICC Court” shall have the meaning set forth in Section 7.3(b)(i). “ICC Rules” shall have the meaning set forth in Section 7.3(b). “Identified Employees” means, collectively, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. “Indebtedness” means, with respect to any Person, without duplication: (i) indebtedness for borrowed money; (ii) indebtedness for borrowed money of any other Person guaranteed in any manner by such Person (other than a standby letter of credit in the amount of US$100,000 issued in favour of Kontron Canada Inc. by HSBC Canada Inc.); (iii) obligations of such Person to pay rent or other amounts under any lease of real

Draft Return has the meaning ascribed to such term in Section 7.8(d)(i);

Draft Return has the meaning ascribed thereto in Section 5.1(2)(q);

Draft Return shall have the meaning set forth in Section 5.5(d).