Seller Return definition

Seller Return has the meaning set forth in Section 5.3(b)(i).
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Seller Return means any Tax Return of any of the following Persons: (a) the Seller, (b) any Affiliate of the Seller (including any Company Entity with respect to any Tax Return of such Company Entity filed prior to the Closing), (c) any Person that directly or indirectly holds any equity Securities in the Seller, and (d) any Family Member of any Person described in any of the foregoing clauses (a) through (c) (inclusive).
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Seller Return has the meaning set forth in Section 10.01(a).
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Examples of Seller Return in a sentence

  • With respect to any Seller Return that is a Non-Income Tax Return (each, a “Seller Non-Income Return”) filed after the Closing Date, Seller shall deliver to Buyer for its review and comment a copy of such Seller Non-Income Return for its review as soon as reasonably possible.

  • In the event of a dispute between the Parties with respect to any item on any Seller Return, the Parties shall act in good faith to resolve any such dispute prior to the date on which such Seller Return is required to be filed.

  • For the avoidance of doubt, Seller Pre-Closing Taxes shall include any payments of estimated Taxes due with respect to any such Seller Return.

  • Not later than thirty (30) days prior to the due date for the filing of any Seller Return, SBEEG shall provide the Parent with a copy of such Seller Return and the Parent shall have the right to review, comment on, and approve any such Seller Return.

  • Seller shall timely remit or cause to be remitted to the applicable Governmental Authority (or shall pay to Buyer at least three (3) days prior to the due date for remittance to the applicable Governmental Authority) any Taxes due in respect of any Seller Return (the “Seller Pre-Closing Taxes”); provided that Seller Pre-Closing Taxes shall not include Taxes that are taken into account in the calculation of the Working Capital.

  • Seller shall honor all Customer returns of Products in accordance with the Seller Return Policy published at the time a Customer purchased a Product.

  • Seller shall permit Buyer to review and comment on each such Seller Return described in clause (ii) or (iii) of the definition thereof and shall not file any such Seller Return without Buyer’s consent, which shall not be unreasonably withheld or delayed.

  • SBEEG shall make such changes to such Seller Return as the Parent may reasonably request, and the Company shall file such Seller Return after SBEEG has made such changes, if any, to the reasonable satisfaction of the Parent.

  • Please reference the Seller Return Material Authorization (RMA) Policy for Seller Products.

  • Vodafone shall pay to Verizon by wire transfer of immediately available funds no later than three (3) Business Days prior to the due date for filing any Seller Return required to be filed after the Closing Date the amount of Taxes shown as due and unpaid on such Seller Return for which Vodafone is responsible under this Agreement.


More Definitions of Seller Return

Seller Return has the meaning set forth in Section 5.3(b)(i). “Seller Straddle Taxes” has the meaning set forth in Section 5.3(b)(ii). “Seller’s Counsel” means McGuireWoods LLP. “Seller’s Knowledge” means the actual knowledge (as opposed to any constructive or imputed knowledge) after due inquiry of the Persons listed on Schedule 1.1(f). “Services Agreement” means that certain DES Services Agreement, dated March 1, 2019, entered into between Public Service Company of North Carolina, Inc. and Dominion Energy Services, Inc. “Significant Subsidiaries” means the entities identified as “Significant Subsidiaries” on Schedule 1.1(g). 14 4863-6343-8441 v.8 “State Regulatory Approval” means any required consent or approval of the Governmental Authorities set forth on Schedule 1.1(h) of the change of control of the Sale Entities and the Contemplated Transactions. “Straddle Period” means any Taxable Period that begins on or before the Closing Date and ends after the Closing Date. “Subsidiary” of a Person means (a) any corporation, association or other business entity (whether or not incorporated) of which fifty percent (50%) or more of the total voting power of shares or other voting securities outstanding thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof), and (b) any partnership or limited liability company of which such Person or one or more of the other Subsidiaries of such Person (or any combination thereof) is a general partner or managing member. “Support Obligation Payment” has the meaning set forth in Section 5.8(c). “Support Obligations” has the meaning set forth in Section 5.8(c). “Target Indebtedness” means the amount set forth in Schedule 1.1(i) corresponding to the applicable month of the Closing Date. “Tax Proceeding” has the meaning set forth in Section 5.3(d)(i). “Tax Representations” means the representations and warranties set forth in Section 3.9 (Tax Matters). “Tax Return” means any return, declaration, report, statement, form, claim for refund, or other document, together with all amendments and supplements thereto (including all related and supporting information) required to be filed with a Governmental Authority in respect of Taxes. “Taxable Period” means any taxable year or any other period with respect to which any Tax may be imposed under any Law. “Taxes” mean all federal, state, local, foreign and other net income, gross income, gross rece...
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Seller Return has the meaning set forth in Section 7.11(a)(i).
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Seller Return has the meaning set forth in Section 10.5. “Seller Transaction Expenses” means all fees and expenses incurred by the Company and its Subsidiaries and Seller and payable at or following the Closing arising from, incurred in connection with or incidental to this Agreement, the Ancillary Agreements and the Contemplated Transactions, including: (a) such fees and expenses payable to all lawyers, accountants, consultants and financial or other advisors retained by the Company or its Subsidiaries or Seller in connection with the foregoing; (b) in respect of severance, change of control payments, stay bonuses, retention bonuses, success bonuses, and other bonuses and similar Liabilities payable in connection with the Contemplated Transactions; and (c) any employer payroll Taxes of the Company or its Subsidiaries resulting from payments payable in accordance with clause (b) of this definition; and (d) fifty percent (50%) of the cost of the Escrow Account. “Seller’s Equityholders” means each of the following Persons, who collectively own 72.66% of the issued and outstanding equity of Seller: Xxxx Xxxxx Xxxxxxxxx, Xxxxx X. Xxxxxxxxx, Xxxxx Xxxx Xxxx, Xxxxxxxxxxx X. Xxxx, X. Xxxx Xxxx, III, Xxxxxx Xxxxxx, Xxxxx Xxxxxx, and Xxxxxx Xxxxxxxx. “Seller’s Knowledge” means the knowledge, after due inquiry, of Xxxxxxx Xxxxxxx, Xxxxx Xxxx, Xxx Xxxxx, Xxxxx Xxxxxx and Xxxxx Xxxxxxx. “Shares” has the meaning set forth in the Recitals. “Shortfall” has the meaning set forth in Section 1.5.3. “Statutory Representations” means those representations and warranties set forth in Sections 2.15 (Tax Matters) and 2.16 (Employee Benefit Plans).
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Seller Return shall have the meaning set forth in Section 8.09(a)(i).
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Seller Return has the meaning set forth in Section 7.2.
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Seller Return is defined in Section 6.2(b)(i).
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Related to Seller 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 of the Company’s common stock.

  • 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.

  • 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.

  • 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.

  • 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.

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

  • 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.

  • CAGR means compound annual growth rate;

  • 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.

  • 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.

  • 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.

  • 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.

  • Material Project EBITDA Adjustments means, with respect to each Material Project:

  • Property EBITDA means for any property owned by Ventas, Inc. or any of its Subsidiaries as of the date of determination, for any period of time, the net income (loss) derived from such property for such period, before deductions for (without duplication):

  • 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.

  • 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.

  • Quarterly (1/Quarter) sampling frequency means the sampling shall be done in the months of March, June, August, and December, unless specifically identified otherwise in the Effluent Limitations and Monitoring Requirements table.

  • TSR Percentile means the percentile ranking of the Company’s TSR among the TSRs for the Comparison Group members for the Performance Period. In determining the Company’s TSR Percentile for the Performance Period, in the event that the Company’s TSR for the Performance Period is equal to the TSR(s) of one or more other Comparison Group members for that same period, the Company’s TSR Percentile ranking will be determined by ranking the Company’s TSR for that period as being greater than such other Comparison Group members.

  • TSR means total shareholder return.

  • Rental Return Date means the return date listed on the car rental agreement.

  • EPS means earnings per share.