Purchaser Prepared Returns definition

Purchaser Prepared Returns has the meaning set forth in Section 8.03.
Sample 1Sample 2
Purchaser Prepared Returns has the meaning set forth in Section 5.10(a)(ii).
Sample 1
Purchaser Prepared Returns is defined in Section 11.3.
Sample 1Sample 2

Examples of Purchaser Prepared Returns in a sentence

  • 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.

  • 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).


More Definitions of Purchaser Prepared Returns

Purchaser Prepared Returns has the meaning attributed to such term in Section 5.10(2).
Sample 1
Purchaser Prepared Returns is defined in Section 6.5(b) of this Agreement.
Sample 1Sample 2
Purchaser Prepared Returns is defined in Section 5.9(a)(ii).
Sample 1
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
Sample 1
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
Sample 1
Purchaser Prepared Returns is defined in Section 6.13(b).
Sample 1

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 .

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

  • Tax Returns The federal income tax return on Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of the REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed by the Trustee on behalf of each REMIC, together with any and all other information reports or returns that may be required to be furnished to the Certificateholders or filed with the Internal Revenue Service or any other governmental taxing authority under any applicable provisions of federal, state or local tax laws.

  • Joint Return means one return made jointly by a married individual with that individual's spouse.

  • 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.

  • Pre-Closing Tax Return has the meaning set forth in Section 7.01(a).

  • 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 has the meaning set forth in Section 7.06(h)(iii).

  • 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.

  • Seller Taxes has the meaning set forth in Section 11.1(f).

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