Buyer Return definition

Buyer Return has the meaning set forth in Section 5.3(b)(ii).
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Buyer Return means any Tax Return of the Buyer Parties or of any Affiliate of the Buyer Parties.
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Buyer Return has the meaning set forth in Section 5.3(b)(ii). “Buyer Union Pension Plan” has the meaning set forth in Section 5.6(b). 4 4894-6761-6617 v.11 “Buyer Union Pension Trust” has the meaning set forth in Section 5.6(b). “Buyer Union Welfare Plan” has the meaning set forth in Section 5.6(b). “Cap” has the meaning set forth in Section 10.5(a). “Capital Expenditure Adjustment Amount” has the meaning set forth in Section 2.1(b)(iv). “Cash” means all cash and all cash equivalents, credit cards, bank deposits, amounts held in escrow, investment or securities accounts, lockboxes, certificates of deposit, marketable securities, short-term investments, treasury bills and other similar items, but excluding Restricted Cash. “Cash Adjustment Amount” has the meaning set forth in Section 2.1(b)(iii). “CFIUS” means the Committee on Foreign Investment in the United States, or any member agency thereof acting in its capacity as a member agency. “CFIUS Clearance” means, after submission of the CFIUS Notice in accordance with the requirements of the CFIUS Regulations: (a) that the Parties shall have received written notice from CFIUS that the Contemplated Transactions are not a “covered transaction” within the meaning of the CFIUS Regulations, (b) the Parties shall have received written notice from CFIUS that it has determined that there are no unresolved national security concerns with respect to the Contemplated Transactions, and concluded all action under the CFIUS Regulations, or (c) if XXXXX has sent a report to the President of the United States (the “President”) requesting the President’s decision with respect to the Contemplated Transactions, either (i) the President has announced a decision not to take any action to suspend, prohibit or place any limitations on the Contemplated Transactions or (ii) the time permitted under the CFIUS Regulations for the President to take action to suspend or prohibit the Contemplated Transactions has lapsed. “CFIUS Notice” means a joint voluntary notice with respect to the Contemplated Transactions prepared by the Parties and submitted to CFIUS pursuant to 31 C.F.R. § 800.501. “CFIUS Regulations” means Section 721 of Title VII of the Defense Production Act of 1950 (50 U.S.C. § 4565). “Closing” has the meaning set forth in Section 8.1. “Closing Date” has the meaning set forth in Section 8.1. “COBRA” has the meaning set forth in Section 5.6(t). “Code” means the Internal Revenue Code of 1986. “Common Parent” has the meaning ascribed to such...
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Examples of Buyer Return in a sentence

  • Acceptance By Buyer; Return Privilege: Buyer agrees that its acceptance of the machinery and/ or tooling tendered shall constitute an acknowledgment by Buyer that such machinery and/ or tooling satisfies any and all obligations of IA MACHINERY hereunder.

  • The Seller Parties shall pay (in immediately available funds) to Buyer the amount of all Pre-Closing Taxes due and payable with respect of any such Buyer Return (determined pursuant to this Section 7.6) no later than three (3) Business Days prior to the earlier of the date such Buyer Return is filed or the due date of such Buyer Return.

  • If the Seller Party Representative does not object by written notice within such period, such draft of such Buyer Return and calculation of the Seller’s share of the Taxes for such Buyer Return shall be deemed to have been accepted and agreed upon, and final and conclusive, for purposes of this Section 7.6(b)(ii).

  • Rectification costs shall be charged to the income statement for 2008.

  • If the Seller Party Representative disputes any item on such Buyer Return, it shall notify Buyer (by written notice within fifteen (15) days of receipt of such Buyer Return and calculation) of such disputed item (or items), the basis for its objection and the proposed revisions, and any dispute shall be resolved (and such Buyer Return filed) pursuant to the provisions of Section 7.6(b)(iii).

  • Seller and Buyer shall notify each other promptly of any audit, investigation or inquiry by any taxing authority as to any Seller Return or any Buyer Return that could reasonably be expected to affect the liability for Taxes of the other party under this Agreement.

  • This has appeared to be consistent with Roest and Pieters, (1997) definition that service quality is a relativistic and cognitive discrepancy between experience-based norms and performances concerning service benefits.Crosby, (1979) defined service quality as “Conformance to requirements”.

  • Better than Outlet, Reply to Buyer Return Different Item Scam, AMAZON SERVICES SELLER FORUMS (July 12, 2013, 8:05 AM), http://sellercentral.amazon.com/forums/message.jspa?messageID=2489867 (Amazon Marketplace seller reporting on Seller Forum that Amazon denied a fraudulent buyer claim).

  • Any Buyer Return that relates to any taxable year or period beginning before the Closing Date shall be filed in a manner consistent with past practice and no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in prior periods in preparing and filing similar Tax Returns (unless otherwise required by applicable Law or this Agreement).

  • The correction of the activity should happen as a group work; thus, the teacher asks students what they have responded in all questions and writes the correct ones on the board.Next, she asks students if they are ready for the second part, and she gives them a sheet of A3 paper, an envelope containing the instructions for Part II (Appendix GG) of Task 2 and the other ten parts of the comic, which brings the comic to a total of thirteen frames.


More Definitions of Buyer Return

Buyer Return is defined in Section 6.2(b)(ii).
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Buyer Return. Date shall mean the date on which the sum of Buyer’s cash proceeds deriving from sales of Seller Securities, other amounts received in connection with the Seller Debenture, and Distributions paid to or for the benefit of Buyer and/or Attis by JVCo, including, without limitation, proceeds from Lump Sum Recovered Amounts, paid to Buyer and/or Attis under the JVCo Operating Agreement, exceeds the Floor Price.
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Buyer Return shall have the meaning set forth in Section 8.09(a)(ii).
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Buyer Return has the meaning set forth in Section 6.06(b)(ii). “Buyer Specified Representations” means Section 5.01 (Organization; Power; Execution), Section 5.02 (Non-Contravention), and Section 5.04 (Brokerage Fees). “Cap” has the meaning set forth in Section 7.04(a). “CARES Act” means, collectively, (a) the Coronavirus, Aid, Relief and Economic Security Act (Pub. L. 116-136), (i) as amended by each of (1) the Paycheck Protection Program and Health Care Enhancement Act, (2) the Paycheck Protection Program Flexibility Act of 2020, (3) the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act, (4) Title V of the American Rescue Plan Act of 2021 (“ARP Act”), and (5) the PPP Extension Act of 2021, and (ii) as otherwise amended from time to time, and the regulations promulgated thereunder, as amended, and (b) the Consolidated Appropriations Act, 2021, as amended from time to time, and the regulations promulgated thereunder, as amended. “Cash” means the cash, cash equivalents and marketable securities of the Company Entities, as adjusted for deposits in transit, outstanding checks and pending electronic transfers, determined in accordance with GAAP; provided, however, that “Cash” shall not include any of the foregoing to the extent held as security by any counterparty of any Company Entity or otherwise classified as restricted under GAAP. “Cash Consideration” means $27,000,000, and shall be subject to adjustment pursuant to Section 2.03(b) and Section 2.04. “Certified Closing Indebtedness” has the meaning set forth in Section 2.03(a). “Certified Transaction Expenses” has the meaning set forth in Section 2.03(a). “Chancery Court” has the meaning set forth in Section 8.08(b). “Change of Control of Buyer” means a sale or other transfer of (i) fifty percent (50%) or more of the voting interests of Buyer or (i) substantially all of the assets of Buyer, in each case to a Person that is not an Affiliate of Buyer. “Claim” has the meaning set forth in Section 7.05. “Claim Notice” has the meaning set forth in Section 7.05. “Closing” has the meaning set forth in Section 2.01. “Closing Cash” means the Cash as of the Effective Time; provided, however, that Closing Cash shall not exceed $400,000. “Closing Date” has the meaning set forth in Section 2.01.
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Buyer Return has the meaning set forth in Section 10.6. “Cash Amount” means the aggregate amount of all cash and cash equivalents of the Company and its Subsidiaries (other than Restricted Cash) as of 12:01 a.m. ET on the Closing Date, as adjusted for any deposits in transit (which, for the avoidance of doubt, shall not include any credit card receivables with respect to unshipped customer orders), outstanding checks or other proper reconciling items, in each case as determined on a consolidated basis in accordance with GAAP consistently applied in accordance with the Company’s past practices as set forth on Exhibit B. “Cash Purchase Price” means Forty-Six Million Dollars ($46,000,000). “Cleanup” means all actions required by applicable Environmental Law to: (a) clean up, remove, treat, address or remediate Hazardous Materials, (b) prevent, mitigate or address the Release of Hazardous Materials, (c) perform pre-remedial studies, samplings, investigations or other actions, and post-remedial monitoring, care or other action or (d) respond to any request of any Governmental Authority for information or documents, or any investigation, demand, request or other action in any way relating to the investigation, cleanup, removal, treatment or remediation (or potential cleanup, removal, treatment or remediation) of Hazardous Materials. “Closing” has the meaning set forth in Section 1.2. “Closing Date” has the meaning set forth in Section 1.2. “Closing Date Credit Balance” has the meaning set forth in the Disclosure Schedules. “Closing Debt” means the outstanding amount of Debt of the Company and its Subsidiaries as of 12:01 a.m. ET on the Closing Date. “Closing Net Working Capital” means an amount equal to: (a) Current Assets, minus (b) Current Liabilities, in each case as of 12:01 a.m. ET on the Closing Date and calculated in accordance with (i) GAAP consistently applied in accordance with the Company’s past practices as set forth on Exhibit B and (ii) the Illustrative Working Capital Calculation. “Closing Purchase Price” has the meaning set forth in Section 1.1.2. “Closing Statement Objection Notice” has the meaning set forth in Section 1.5.2. “Closing Statement Review Period” has the meaning set forth in Section 1.5.2. “Closing Taxes” means any unpaid Taxes of the Company and its Subsidiaries incurred or accruing for Pre-Closing Tax Periods; provided that, for the avoidance of doubt, such amounts shall include reasonable estimates thereof for any taxable periods (or portions...
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Related to Buyer 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 or “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.

  • 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.

  • CAGR means compound annual growth rate;

  • Relative TSR means the Company’s TSR relative to the TSR of the Peer Companies. Following the calculation of the TSR of the Company and each Peer Company for the Performance Period, the Company and each Peer Company will be ranked in order of maximum to minimum according to their respective TSR for the Performance Period. After this ranking, the percentile performance of the Company relative to the Peer Companies will be determined as follows:

  • 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:

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

  • ROIC means the Company’s return on Invested Capital calculated as a percentage for the twelve month period ending on the last day of the Performance Period by dividing net operating profit after tax by Invested Capital. For the purposes of calculating ROIC under this Agreement, “net operating profit” shall be adjusted to exclude the impact of all restructuring, foreign exchange, impairments, legal settlements, employee separation costs, product liability charges, pension plan and SERP terminations and retroactive tax law changes to the extent such items were not contemplated and included in the Company’s 2013-2018 Strategic Plan, upon which the ROIC goals were based.

  • EBIT means earnings before interest and taxes.

  • 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.

  • 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.

  • 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.

  • EPS means earnings per share.

  • TSR means total shareholder return.

  • 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.

  • Performance Measurement Period has the meaning set forth in Section 3.1(e)(ii).

  • Performance Measure means one or more of the following selected by the Committee to measure Company, Affiliate, and/or business unit performance for a Performance Period, whether in absolute or relative terms (including, without limitation, terms relative to a peer group or index): basic, diluted, or adjusted earnings per share; sales or revenue; earnings before interest, taxes, and other adjustments (in total or on a per share basis); basic or adjusted net income; returns on equity, assets, capital, revenue or similar measure; economic value added; working capital; total shareholder return; and product development, product market share, research, licensing, litigation, human resources, information services, mergers, acquisitions, sales of assets of Affiliates or business units. Each such measure shall be, to the extent applicable, determined in accordance with generally accepted accounting principles as consistently applied by the Company (or such other standard applied by the Committee) and, if so determined by the Committee, and in the case of a Performance Compensation Award, to the extent permitted under Code Section 162(m), adjusted to omit the effects of extraordinary items, gain or loss on the disposal of a business segment, unusual or infrequently occurring events and transactions and cumulative effects of changes in accounting principles. Performance Measures may vary from Performance Period to Performance Period and from Participant to Participant, and may be established on a stand-alone basis, in tandem or in the alternative.

  • 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.

  • Target EBITDA means, for each fiscal year, the EBITDA set forth in the operating budget of the Company, as approved by the Board, for the particular year.