Seller Return definition

Seller Return has the meaning set forth in Section 5.3(b)(i).

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Seller Return has the meaning set forth in Section 10.01(a).

Seller Return has the meaning set forth in Section 5.10(c).

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.
For the avoidance of doubt, Seller Pre-Closing Taxes shall include any payments of estimated Taxes due with respect to any such Seller Return.
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.
Seller shall honor all Customer returns of Products in accordance with the Seller Return Policy published at the time a Customer purchased a Product.
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.
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.
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.
Acquiror shall permit Seller to review and comment on each such Seller Return prior to filing and shall make such revisions to such Seller Returns as are reasonably requested by Seller.
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.
If the Parties cannot resolve any disputed item, the item or items in question shall be resolved in a manner similar to that set forth in Section 2.6; provided that such disputes shall not prevent the timely filing of any Seller Return.

More Definitions of Seller Return

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).

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)(i). “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). 14 4894-6761-6617 v.11 “Services Agreement” means that certain DES Services Agreement, dated January 1, 2018, entered into between The East Ohio Gas Company and Dominion Energy Services, Inc. “Shares” has the meaning set forth in the Recitals. “Significant Subsidiaries” means the entities identified as “Significant Subsidiaries” on Schedule 1.1(g). “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. “Stock Power” means the Stock Power to be dated as of the Closing Date and executed by Seller, substantially in the form attached hereto as Exhibit A. “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 tax...

Seller Return shall have the meaning set forth in Section 8.09(a)(i).

Seller Return is defined in Section 6.2(b)(i).

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: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇. ▇▇▇▇ ▇▇▇▇, III, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. “Seller’s Knowledge” means the knowledge, after due inquiry, of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇. “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).

Seller Return has the meaning set forth in Section 7.2.