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Amended Returns
Amended Returns contract clause examples

Amended Returns. Except as otherwise required by Applicable Law, # no Party shall file any amended Combined Tax Return in respect of any Pre-Distribution Period, and # J.Crew shall not file any amended J.Crew Separate Tax Return that reflects Separation Taxes, in each case, without the prior written approval (not to be unreasonably withheld, conditioned or delayed) of the other Party, and the preparation and filing of such amended Combined Tax Return shall be governed by Section 4(a).

Amended Returns. Any amended Tax Return or claim for Tax refund, credit or offset with respect to any member of the Mtron Group may be made only by the Company (or its Affiliates) responsible for preparing the original Tax Return with respect to such member pursuant to Sections 3.1 or 3.2 (and, for the avoidance of doubt, subject to the same review and comment rights set forth in Sections 3.1 or 3.2, to the extent applicable). Such Company (or its Affiliates) shall not, without the prior written consent of the other Company (which consent shall not be unreasonably withheld or delayed), file, or cause to be filed, any such amended Tax Return or claim for Tax refund, credit or offset to the extent that such filing, if accepted, is likely to increase the Taxes allocated to, or the Tax indemnity obligations under this Agreement of, such other Company for any Tax Year (or portion thereof); provided, however, that such consent need not be obtained if the Company filing the amended Tax Return by written notice to the other Company agrees to indemnify the other Company for the incremental Taxes allocated to, or the incremental Tax indemnity obligation resulting under this Agreement to, such other Company as a result of the filing of such amended Tax Return.

Amended Returns. Any amended Tax Return or claim for Tax refund, credit or offset with respect to any member of the Mtron Group may be made only by the Company (or its Affiliates) responsible for preparing the original Tax Return with respect to such member pursuant to Sections 3.1 or 3.2 (and, for the avoidance of doubt, subject to the same review and comment rights set forth in Sections 3.1 or 3.2, to the extent applicable). Such Company (or its Affiliates) shall not, without the prior written consent of the other Company (which consent shall not be unreasonably withheld or delayed), file, or cause to be filed, any such amended Tax Return or claim for Tax refund, credit or offset to the extent that such filing, if accepted, is likely to increase the Taxes allocated to, or the Tax indemnity obligations under this Agreement of, such other Company for any Tax Year (or portion thereof); provided, however, that such consent need not be obtained if the Company filing the amended Tax Return by written notice to the other Company agrees to indemnify the other Company for the incremental Taxes allocated to, or the incremental Tax indemnity obligation resulting under this Agreement to, such other Company as a result of the filing of such amended Tax Return.

Amended Returns. Except as required by Law, Buyer, the Company, any Company Subsidiary or their respective Affiliates shall not amend any Tax Return for a taxable period that ends on or prior to the Closing Date to the extent such amendment would increase any of Seller’s or Seller Stockholders’ liability for Taxes under this Agreement, without the prior written consent of Seller Stockholder Representative (which shall not be unreasonably withheld, conditioned or delayed).

Amended Tax Returns. Except as required by Applicable Law or as such action shall not cause Seller to have an indemnification obligation to Buyer pursuant to [Section 11.01(e)] or to incur an obligation to pay additional Taxes with respect to the Company for any Pre-Closing Tax Period, neither Buyer nor Buyer’s Affiliates (including the Company after the Closing) will amend any Company Tax Return that relates in whole or in part to any Pre-Closing Tax Period without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned, or delayed. Buyer will not cause the Company to file or participate in any voluntary disclosure agreement or arrangement with any Taxing Authority with respect Taxes or Tax Returns of the Company for any Pre-Closing Tax Period that were first due (taking into account any applicable extensions) to be paid or filed on or before the Closing Date, to the extent such action would result in an increase in the Tax liability of Seller (or any of its direct or indirect beneficial owners) at Law or under this Agreement, without the prior written consent of Seller, which consent shall not be unreasonably conditioned, delayed, or withheld.

Returns. BI is not authorized to accept any Product returns. BI shall advise any customer who attempts to return any Product to BI (or its Affiliates) that such Product must be shipped by the customer to the facility designated by [[Unknown Identifier]] from time to time (and in accordance with other instructions provided by G1). [[Unknown Identifier]] shall provide to BI written instructions as to how BI should handle any Product that is actually physically returned to BI. BI shall take no other actions with respect to such return without the prior written consent of [[Unknown Identifier]].

Returns. Provided no Event of Default has occurred and is continuing, if any Account Debtor returns any Inventory with a value in excess of Five Hundred Thousand Dollars ($500,000.00) individually and in the aggregate to Borrower, Borrower shall promptly # determine the reason for such return, # issue a credit memorandum to the Account Debtor in the appropriate amount, and # provide a copy of such credit memorandum to Bank, upon request from Bank. In the event any attempted return occurs after the occurrence and during the continuance of any Event of Default, Borrower shall hold the returned Inventory in trust for Bank, and immediately notify Bank of the return of the Inventory.

Returns. Provided no Event of Default has occurred and is continuing, if any Account Debtor returns any Inventory to any Borrower, such Borrower shall promptly # determine the reason for such return, # issue a credit memorandum to the Account Debtor in the appropriate amount, and # provide a copy of such credit memorandum to the Administrative Agent, upon request from the Administrative Agent. In the event any attempted return occurs after the occurrence and during the continuance of any Event of Default, such Borrower shall hold the returned Inventory in trust for the Secured Parties, and immediately notify the Administrative Agent of the return of the Inventory.

Returns. Any Nonconforming Products shall, upon mutual agreement between [[OUTSET:Organization]] and Supplier, either be # returned to Supplier at Supplier’s expense; or # destroyed at Supplier’s expense. Supplier will not raise the cost or delay the shipment due to any yield issues. Any Tiered pricing, if any for ramp needs to be agreed as per this agreement. [[OUTSET:Organization]] may reject Products (shipped either to [[OUTSET:Organization]] or to [[OUTSET:Organization]]’s end users) which are established to: # have been materially damaged by Supplier prior to, delivery after sterilization. (B) have not met, in all material respects, the specifications provided by [[OUTSET:Organization]]. [[OUTSET:Organization]]’s failure to provide Supplier with notification of rejection within ​ days of delivery of Product shall be deemed acceptance. [[OUTSET:Organization]] will notify Supplier in writing of rejected products and will return them to Supplier at Supplier’s expense within ​ days. Supplier will, as soon as reasonably practical following receipt, at [[OUTSET:Organization]]’s election and at Supplier’s expense either repair, replace or credit [[OUTSET:Organization]] for rejected products. Supplier will assign a Return Material Authorization tracking number or other identifying information to each nonconforming Product that [[OUTSET:Organization]] identifies to be returned to Supplier for repair or rework, as appropriate. All transportation costs, in-transit risk of loss, and damage of Products returned to Supplier for repair will be borne by Supplier.

Returns. AcelRx shall handle all returns, at its sole cost and expense, as needed. Unless the Parties agree otherwise, AcelRx shall only allow returns in customary conditions (e.g., a defect in a Product, Product not produced as specified) or due to a safety regulatory decision in the Territory. Further processing of returns by AcelRx shall be governed by the Quality Agreement.

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