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Purchaser Prepared Returns definition

Purchaser Prepared Returns has the meaning set forth in Section 8.03.
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Purchaser Prepared Returns is defined in Section 11.3.
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Purchaser Prepared Returns shall have the meaning ascribed to such term in Section 6.12.
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Examples of Purchaser Prepared Returns in a sentence

  • No failure or delay of Purchaser in delivering Purchaser Prepared Returns to Sellers’ Representative to review shall reduce or otherwise affect the obligations or liabilities of Sellers pursuant to this Agreement, except to the extent the Sellers are actually prejudiced by such failure or delay.

  • Unless required by applicable Law, Purchaser shall not cause or allow the Company to file any new or amended Purchaser Prepared Returns with respect to the Company without the prior written consent of the Sellers’ Representative (which shall not be unreasonably withheld, delayed, or conditioned).

  • Purchaser shall prepare, or cause to be prepared, all other Tax Returns of the Target Companies that are filed after the Closing Date for which are not Purchaser Prepared Returns.

  • Such Purchaser Prepared Returns shall be prepared in a manner consistent with past practice, except as otherwise required by applicable Law.

  • Purchaser shall pay or cause to be paid all Taxes shown as due and owing on such Purchaser Prepared Returns to the appropriate Governmental Authority.

  • Purchaser shall file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns of the Swiss Subsidiary that are required to be filed after the Closing Date ("Purchaser Prepared Returns"), and Purchaser shall remit or cause to be remitted any Taxes due (subject to Purchaser's rights to seek indemnification from Seller pursuant to Section 11.1(a)(iii)) in respect of such Purchaser Prepared Returns.

  • Such cooperation shall include providing records and information that are reasonably relevant to such matters and making employees available on a mutually convenient basis to provide assistance in the preparation of the Purchaser Prepared Returns and additional information and explanation of any material provided hereunder.

  • The Purchaser shall provide drafts of (i) any income Purchaser Prepared Returns to the Seller at least thirty (30) days prior to the due date for filing such Purchaser Prepared Returns and (ii) non-income Purchaser Prepared Returns as soon as is reasonably practicable, to the Seller, and the Seller shall have fifteen (15) days to review and approve such draft Purchaser Prepared Returns.

  • Within ten (10) Business Days of Purchaser’s written request for reimbursement, Seller shall reimburse Purchaser for all reasonable third party expenses incurred in connection with preparing all income, franchise or similar Purchaser Prepared Returns for a taxable period ending on or prior to the Closing Date.

  • The Seller and the Purchaser shall negotiate in good faith to resolve any disputes over such Seller Prepared Returns or Purchaser Prepared Returns, as applicable, for the following fifteen (15) days after receipt by the other Party.


More Definitions of Purchaser Prepared Returns

Purchaser Prepared Returns is defined in Section 6.5(b) of this Agreement.
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Purchaser Prepared Returns is defined in Section 5.9(a)(ii).
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Purchaser Prepared Returns has the meaning set forth in Section 5.10(a)(iii). “Purchaser Released Parties” has the meaning set forth in Section 5.13. “Real Property” has the meaning set forth in Section 3.8(a). “Real Property Lease” has the meaning set forth in Section 3.8(a). “Redemption” has the meaning set forth in the Recitals. “Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, abandonment, disposing or allowing to escape or migrate into or through the environment (including, without limitation, ambient air (indoor or outdoor), surface water, groundwater, land surface or subsurface strata or within any building, structure, facility or fixture). “Restrictive Covenant Agreement” means, a restrictive covenant agreement by and between the Purchaser and GenNx360 Capital Partners II, L.P., substantially in the form of Exhibit G, to be executed and delivered at the Closing. “RWI Policy” has the meaning set forth in Section 5.14. “SEC Rule 3-05” means 17 C.F.R. §210.3-05 (Financial statements of businesses acquired or to be acquired). “Section 503” has the meaning set forth in Section 3.15(i). “Securities Act” means the Securities Act of 1933, as amended. “Seller” has the meaning set forth in the introductory paragraph of this Agreement. “Seller Approved Tax Matter” means (a) filing, amending or otherwise changing any Tax Return or Tax election of any of the Target Companies for a Pre-Closing Tax Period or Straddle Period; (b) revoking an election on any Tax Return filed after the Closing Date that adversely affects the Taxes or Tax Returns of any of the Target Companies for a Pre-Closing Tax Period or Straddle Period; (c) extending or waiving the applicable statute of limitations with respect to a Tax of any of the Target Companies for a Pre-Closing Tax Period or Straddle Period; (d) filing any ruling request with any Governmental Authority that relates to Taxes or Tax Returns of any of the Target Companies for a Pre-Closing Tax Period or Straddle Period; or (e) entering into any
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Purchaser Prepared Returns has the meaning set forth in Section 12.1(a). “Purchaser Releasee” has the meaning set forth in Section 9.7. “Purchaser Releasors” has the meaning set forth in Section 9.7. “R&W Insurance Policy” means the “buyer’s” representations and warranties insurance policy from the R&W Provider, bound as of the date of this Agreement, in substantially the form attached hereto as Exhibit F. “R&W Provider” means Ethos Specialty Insurance Services LLC. “Real Property Leases” has the meaning set forth in Section 4.10(b). “Rebates” means all rebates due to the Seller and/or the Company from their respective vendors with respect to any period prior to the Closing. “Remaining Inventory” has the meaning set forth in Section 9.3(b)(ii). “Representative” means, with respect to any Person, such Person’s Affiliates and its and their respective equityholders, managers, directors, officers, employees, consultants, financial advisors, legal counsel, accountants and other agents. “Restricted Cash” means any Cash (i) the use of which is restricted by Law or Contract, including the Security Deposits Amount and any other deposits with third parties, (ii) that are insurance proceeds in respect of a condemnation, casualty, loss or other material damage to any of the assets of the Business prior to the Closing Date that have not been used to repair or replace such condemned or damaged property as permitted or required pursuant to the terms hereof, (iii) that are held by the Company that cannot be repatriated to the United States, and (iv) equal to the withholding or other Taxes that would be imposed on the repatriation to the United States of any Cash held by the Company. 77
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Related to Purchaser Prepared Returns

  • Tax return preparer means any individual described in Section 7701(a)(36) of the Internal Revenue Code and 26 C.F.R. 301.7701-15 .

  • Combined Return means any Tax Return (other than for Federal Income Taxes) filed on a consolidated, combined (including nexus combination, worldwide combination, domestic combination, line of business combination or any other form of combination), unitary or Group Relief basis that includes activities of members of the ESG Group or the KBR Group, or both, as the case may be.

  • Pre-Closing Tax Returns has the meaning specified in Section 8.04(a).

  • Tax Returns means any and all reports, returns, declarations, claims for refund, elections, disclosures, estimates, information reports or returns or statements required to be supplied to a taxing authority in connection with Taxes, including any schedule or attachment thereto or amendment thereof.

  • Joint Return means any Return of a member of the Parent Group or the SpinCo Group that is not a Separate Return.

  • Tax Return means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

  • Separate Return means (a) in the case of any Tax Return of any member of the SpinCo Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the Parent Group and (b) in the case of any Tax Return of any member of the Parent Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the SpinCo Group.

  • Consolidated Return means any Tax Return relating to Income Taxes filed pursuant to Section 1502 of the Code, or any comparable combined, consolidated, or unitary group Tax Return relating to Income Taxes filed under state or local tax law which, in each case, includes IDT and at least one subsidiary.

  • Company Returns is defined in Section 3.15(a) of the Agreement.

  • Closing Date Financial Statements has the meaning set forth in Section 2.3(a)(i).

  • Closing Financial Statements has the meaning set forth in Section 6.22.

  • Income Tax Returns means all Tax Returns relating to Income Taxes.

  • Closing Date Statement has the meaning set forth in Section 2.06(b).

  • Closing Statements has the meaning set forth in Section 3.3(b).

  • Pre-Closing Statement has the meaning set forth in Section 2.4(a).

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • Pre-Closing Straddle Period means the portion of any Straddle Period ending on the Closing Date.

  • Post-Closing Statement has the meaning set forth in Section 3.3(c).

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

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

  • Returns means the amounts yielded by an investment and in particular, though not exclusively, includes profit, interest, capital gains, dividends, royalties and fees;

  • Tax Period means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

  • Tax Group means any federal, state, local or foreign consolidated, affiliated, combined, unitary or other similar group of which the Acquiror Company is now or was formerly a member.

  • Parent Reports has the meaning set forth in Section 4.5(a).

  • Tax Package has the meaning assigned in Section 6.01(b);

  • Purchaser Parties means, collectively, the Purchasers and any of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates or assignees or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the foregoing.

Most Referenced Clauses

Most Referenced Definitions