Seller Prepared Return definition

Seller Prepared Return has the meaning given to such term in Section 6.5(a)(i).

Seller Prepared Return has the meaning ascribed to it in Section 10.03(a). “Seller Representative” has the meaning ascribed to it in the forepart of this Agreement.

Seller Prepared Return has the meaning set forth in Section 9.1(a).

Examples of Seller Prepared Return in a sentence

• Each Seller Prepared Return (other than Consolidated or Combined Return) that is required to be filed by any of the Transferred Entities after the Closing Date shall be submitted to Buyers at least twenty (20) days prior to the due date for filing such Tax Return.

• Buyers shall cause the applicable Transferred Entity to file any Seller Prepared Return delivered to Buyers that was prepared in accordance with the two preceding sentences.

• The Sellers’ Representative (with respect to each Purchaser Prepared Return delivered to it) and Purchaser (with respect to each Seller Prepared Return delivered to it) shall review each such Tax Return within ten (10) days after the delivery of such Tax Return.

• Seller will provide Buyer with copies of all such Seller Prepared Returns for Buyer’s reasonable review and comment, at least 30 days prior to the due date thereof (giving effect to any extensions thereto) (with the exception of the Seller Prepared Return for the period commencing March 12, 2015 and ending March 31, 2015, copies of which will be provided to Buyer at least 30 days prior to the filing date thereof).

• The Sellers’ Representative (with respect to each Seller Prepared Return) and Purchaser (with respect to each Purchaser Prepared Return) shall deliver to the other party a copy of such Tax Return at least thirty (30) days before the date on which such Tax Return is required to be filed (including applicable extensions), or as soon as reasonably possible if such Tax Return is required to be filed within seventy-five (75) days following the Closing Date.

• At least fourteen days’ written notice of a members’ meeting shall be given.

• At least 30 days prior to the due date of any Seller Prepared Return, the Securityholders’ Agent shall submit such Seller Prepared Return to Acquirer for review.

• Acquirer shall cause the Company or applicable Subsidiary of the Company to sign and timely file the Seller Prepared Return due after the Closing Date in the form submitted by the Securityholders’ Agent (as adjusted to reflect Acquirer’s reasonable comments).

• If the Purchaser disputes any item on such Seller Prepared Return, it shall notify the Seller (by written notice within fifteen (15) days of receipt of such draft of such Seller Prepared Return) of such disputed item (or items) and the basis for its objection.

• Other reasons of courts to declare a premium increase as “not justified” were insufficient explanations by the insurers or a deliberate initial underpricing of premiums in the first year to attract enrollees (Krankenkassen-Zentrale (KKZ), 2020).To calculate the equilibrium premium in t < T, we need to consider endogenous lapsation.

More Definitions of Seller Prepared Return

Seller Prepared Return is defined in Section 5.9(a)(i).

Seller Prepared Return shall have the meaning set forth in Section 12D(a)(i).

Seller Prepared Return has the meaning set forth in Section 7.05(a)(i). “Seller-Xxxxxx Party” means any Seller or Xxxxxx. “Sellers” has the meaning set forth in the Preamble. “Sellers Note” has the meaning set forth in Section 2.02(b). “Sellers Note Amount” means $130,000,000.00 minus the Retention Bonus Amount. “Sellers’ Representative” has the meaning set forth in the Preamble. “Sellers Retention Amount” means $810,000. “Shareholders” has the meaning set forth in the Preamble. “Software” means, in any form or medium, any and all (i) computer software (including any and all (A) software implementations of algorithms, models and methodologies, (B) software embodied in any sensor component or used in the design, test and manufacture of any sensor component, and (C) programmable logic and human readable or any intermediate hardware logic description language (including HDL and VHDL), whether in Source Code, Object Code, or other form), (ii) data, databases and collections or compilations of data, and (iii) all information, documentation and manuals related to any of the foregoing. “Source Code” means one or more statements in human readable form, including comments and definitions, that are generally formed and organized according to the syntax of a computer or programmable logic programming language (including such statements in batch or scripting languages), together with any and all text, diagrams, graphs, charts, flow-charts, presentations, manuals and other information that describe the foregoing. “Specific Indemnity Matters” has the meaning set forth in Section 8.02(a)(ii)(J). “Sponsor” has the meaning set forth in Section 3.11(d). “Stock Buyer” has the meaning set forth in the Preamble. “Straddle Period” has the meaning set for in Section 7.05(b).

Seller Prepared Return has the meaning set forth in Section 7.11(a).

Seller Prepared Return means any S corporation income Tax Return of the Company that is required to be filed after the Closing Date for any Tax period ending on or prior to the Closing Date.

Seller Prepared Return has the meaning set forth in Section 5.10(a)(i). “Seller’s Knowledge” means the actual knowledge of Xxxxxx Fines, Xxxx Xxxxx, Xxx Xxxx, Xxxxx Xxxx, Xxxxxxx X. Xxxxxx and Xxxx Xxxxxxxx, in each case, and such knowledge as would have been obtained following the exercise of reasonable inquiry by such Persons. “Senior Credit Facilities” means each of the Target Companies’ following credit facilities, as in effect as of the date hereof: (i) Revolving Credit and Security Agreement, dated September 30, 2015, among PNC Bank, National Association, the Company and the other borrowers from time to time party thereto, as amended on March 1, 2016, as further amended on September 30, 2016 and as further amended on February 10, 2017; and (ii) Credit Agreement, dated September 30, 2015, by and among the Company, the other borrowers, the other credit parties from time to time party thereto, the financial institutions from time to time party thereto and Brightwood Loan Services LLC and Brightwood Capital Advisors, LLC, as amended on September 30, 2016 and as further amended on February 10, 2017. “Shares” has the meaning set forth in the Recitals. “Straddle Period” means any taxable period that includes, but does not end on, the Closing Date. “Subsidiary” means, with respect to any specified Person, any other Person of which such first Person owns (either directly or through one or more other Subsidiaries) a majority of the outstanding equity securities or securities carrying a majority of the voting power in the election of the board of directors or other governing body of such Person, and with respect to which entity such first Person is not otherwise prohibited contractually or by other legally binding authority from exercising control. “Target Companies” means the Company and its Subsidiaries. “Target Working Capital” means $25,500,000. “Tax” (and, with the correlative meaning, “Taxes,” “Taxable” and “Taxing”) means any net income, capital gains, gross income, gross receipts, sales, use, transfer, ad valorem, franchise, profits, license, capital, withholding, payroll, employment, property, alternative, value added, or other tax imposed by any Governmental Authority, or any interest or penalties incurred under Laws with respect to such taxes.