Seller Prepared Return definition

Seller Prepared Return has the meaning given to such term in Section 6.5(a)(i).
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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.
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Seller Prepared Return is defined in Section 9.1(a)
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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.

  • An authorized and applicable exemption category(ies) as described on page 10 of this guide.

  • 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 Sellers’ Representative (with respect to a Purchaser Prepared Return) or Purchaser (with respect to a Seller Prepared Return) disputes any items shown on such Tax Return, it shall deliver to the other party a written description of such items within such ten (10) day period.

  • 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.

  • 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.

  • 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.

  • Reasons for such direction may include, but are not limited to, the following: (1) changes in the Work; (2) re-phasing of the Project or any phase; (3) a change in the duration of the Project or phase; or (4) acceleration of the Project or phase.

  • Each Seller Prepared Return shall be prepared in accordance with historical procedures and practices of the Company unless otherwise required by applicable Tax Law.

  • At least forty-five (45) days prior to the due date of any Seller Prepared Return, Seller shall provide a draft of such Tax Return to Purchaser for Purchaser’s review and comment.


More Definitions of Seller Prepared Return

Seller Prepared Return is defined in Section 5.9(a)(i).
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Seller Prepared Return shall have the meaning set forth in Section 12D(a)(i).
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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.
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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.
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Seller Prepared Return has the meaning set forth in Section 7.11(a).
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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).
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Related to Seller Prepared Return

  • Combined Return means any Tax Return (other than for Federal Income Taxes) filed on a consolidated, combined (including nexus combination, worldwide combination, domestic combination, line of business combination or any other form of combination) or unitary basis wherein Holdings or one or more Holdings Affiliates join in the filing of such Tax Return (for any taxable period or portion thereof) with Continental or one or more Continental Affiliates.

  • Tax return preparer means any individual described in Section 7701(a)(36) of the Internal Revenue Code and 26 C.F.R. 301.7701-15 .

  • Joint Return means any Return of a member of the Parent Group or the SpinCo Group that is not a Separate Return.

  • Consolidated Return means a Tax Return filed with respect to Federal Income Taxes for the Consolidated Group.

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

  • Separate Return means (a) in the case of any Tax Return of any member of the SpinCo Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the Parent Group and (b) in the case of any Tax Return of any member of the Parent Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the SpinCo Group.

  • Tax Return means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

  • Closing Date Statement has the meaning set forth in Section 2.06(b).

  • Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.

  • Closing Date Financial Statements has the meaning set forth in Section 2.3(a)(i).

  • valid return means a return furnished under sub-section (1) of section 39 on which self-assessed tax has been paid in full;

  • Company Returns is defined in Section 3.15(a) of the Agreement.

  • Tax Package shall have the meaning set forth in Section 5.5.

  • Closing Financial Statements has the meaning set forth in Section 6.22.

  • Progress Assessment Report (PAR means the monthly compliance report to Owner verifying compliance with the HUB subcontracting plan (HSP).

  • SpinCo Separate Return means any Tax Return of or including any member of the SpinCo Group (including any consolidated, combined, or unitary return) that does not include any member of the Parent Group.

  • Parent Reports has the meaning set forth in Section 4.5(a).

  • Post-Closing Statement has the meaning set forth in Section 3.3(c).

  • Income Tax Returns means all Tax Returns relating to Income Taxes.

  • CMSA Operating Statement Analysis Report means a report substantially in the form of, and containing the information called for in, the downloadable form of the "Operating Statement Analysis Report" available as of the Closing Date on the CMSA Website or in such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CMSA for commercial mortgage-backed securities transactions generally.

  • Tax Returns The federal income tax return on Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of the REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed by the Trustee on behalf of each REMIC, together with any and all other information reports or returns that may be required to be furnished to the Certificateholders or filed with the Internal Revenue Service or any other governmental taxing authority under any applicable provisions of federal, state or local tax laws.

  • Pre-Closing Tax Returns has the meaning specified in Section 8.04(a).

  • Responsible Party means a public or private body or any other person which, alone or in conjunction with others, determines the purpose of and means for processing personal information, as defined in POPI.

  • Operating Statement Analysis Report format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.

  • Pre-Closing Statement has the meaning set forth in Section 2.4(a).

  • SOS Reports means the official reports from the Secretaries of State of each Collateral State, Chief Executive Office State and the Borrower State and other applicable federal, state or local government offices identifying all current security interests filed in the Collateral and Liens of record as of the date of such report.