Asset Returns Sample Clauses

Asset Returns. In the event Buyer receives any assets of the Company that are not intended to be transferred pursuant to the terms of this Agreement, Buyer agrees to promptly return such assets to Seller at Seller's expense. In the event any payments are made to Buyer following the Closing with respect to Accounts Receivable that are not attributable to the Analytical Instruments Business or that relate to any Excluded Assets or Excluded Liabilities, Buyer agrees to forward such payments to Seller promptly. In the event any payments are made to Seller following the Closing with respect to Accounts Receivable that are attributable to the Analytical Instruments Business or that relate to any Assets or Assumed Liabilities, Seller agrees to forward such payments to Buyer promptly. In the event that, following the Closing, Seller or any of the Subsidiaries receives any assets that were intended to be, but were not, transferred pursuant to this Agreement at the Closing, Seller shall promptly notify Buyer to such effect and shall comply with its obligations in respect thereof contemplated by Section 1.5.
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Asset Returns. In the event Buyer receives any assets of Seller that are not intended to be transferred pursuant to the terms of this Agreement, whether or not related to the services to be provided by Buyer under the MSA, Buyer agrees to return such assets to Seller at Seller's expense within thirty (30) days as of the date Buyer becomes aware thereof. In the event that, following the Closing Date, Seller receives any assets that were intended to be, but were not, transferred pursuant to this Agreement on the Closing Date, Seller shall promptly notify Buyer to such effect and shall comply with its obligations in respect thereof contemplated by Section 1.5.
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Asset Returns. In the event Buyer receives any assets of Seller that are not intended to be transferred pursuant to the terms of this Agreement, whether or not related to the services to be provided by Buyer under the MSA, Buyer agrees to return such assets to Seller at Seller's expense promptly, and in any case, within thirty (30) days as of the date Buyer becomes aware thereof. In addition, the Buyer agrees to provide Seller with access to the books, records and data (or copies thereof) transferred in connection with the Assets should Seller need such access for legal, audit or tax reasons.
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Asset Returns. In the event Buyer receives any assets of Seller that ------------- are not intended to be transferred pursuant to the terms of this Agreement, whether or not related to the Business, Buyer agrees to promptly return such assets to Seller at Seller's expense. In the event that, following the Closing, Seller receives any assets that were intended to be, but were not, transferred pursuant to this Agreement at the Closing, Seller shall promptly notify Buyer to such effect and shall comply with its obligations in respect thereof contemplated by Section 2.4.
Sample 1
Asset Returns. In the event any Buyer Entity receives any assets of a Seller Entity that are not intended to be transferred pursuant to the terms of this Agreement, Buyer agrees to, and to cause the applicable Buyer Subsidiary to, promptly return such assets to Seller at Seller's expense.
Sample 1
Asset Returns. In the event the Buying Entities receive any assets of the Seller and its Subsidiaries that are not intended to be transferred pursuant to the terms of this Agreement, whether or not related to the Business, Buyer agrees to, and shall cause the Buying Entities to promptly return such assets to Seller or its Subsidiaries at Seller’s direction and expense. In the event that, following the Closing, Seller receives or finds in its or its Subsidiaries’ possession any Purchased Assets that were intended to be, but were not, transferred pursuant to this Agreement at the Closing, Seller shall promptly notify Buyer to such effect and shall comply with its obligations in respect thereof.
Sample 1

Related to Asset Returns

  • Shared-Loss Asset Records and Reports The Assuming Institution shall establish and maintain such records as may be appropriate to account for the Single Family Shared-Loss Loans in such form and detail as the Receiver may reasonably require, and to enable the Assuming Institution to prepare and deliver to the Receiver such reports as the Receiver may from time to time request regarding the Single Family Shared-Loss Loans and the Monthly Certificates required by Section 2.1 of this Single Family Shared-Loss Agreement.

  • Company Tax Returns The Company shall file all tax returns, if any, required to be filed by the Company.

  • Tax Information Returns and Reports The Service Provider shall prepare and file, and require to be prepared and filed by any brokers or banks as to their Customers, with the appropriate governmental agencies, such information, returns and reports as are required to be so filed for reporting: (i) dividends and other distributions made; (ii) amounts withheld on dividends and other distributions and payments under applicable federal and state laws, rules and regulations; and (iii) gross proceeds of sales transactions as required.

  • Information Returns At the Closing or as soon thereafter as is practicable, Seller shall provide Purchaser with a list of all Deposits on which Seller is back-up withholding as of the Closing Date.

  • Product Returns Client will have the responsibility for handling customer returns of the Products. Patheon will give Client any assistance that Client may reasonably require to handle the returns.

  • State Interest Liabilities 8.6.1 The State shall be liable for interest on Federal funds from the date Federal funds are credited to a State account until the date those funds are paid out for program purposes.

  • Tax Returns; Taxes Except as otherwise disclosed on Schedule 3.13:

  • Separate Returns In the case of any Tax Contest with respect to any Separate Return, the Party having the liability for the Tax pursuant to Article II hereof shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle, or agree to any deficiency, claim, or adjustment proposed, asserted, or assessed in connection with or as a result of such Tax Contest.

  • Tax Returns and Tax Payments (i) The Company has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company.

  • Past Practices (a) The Parties recognize the Employer’s full right to direct the work force and to issue work orders and rules and that these rights are diminished only by the law and this Agreement, including arbitrator’s awards which may evolve pursuant to this Agreement, or for temporary employees, decisions resulting from dispute resolution procedures which may evolve pursuant to this Agreement.

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