Refunds and Product Returns. You agree that if you sell product directly to a customer, you will adhere to NewYou’s 100% satisfaction guarantee policy and shall provide the customer a full refund of all monies paid if the customer returns the product to you within thirty (30) days of the sales transaction. If you are not 100% satisfied with our products, you may return the items for a refund if: # neither you nor we have terminated the Agreement; # the products were purchased within twelve months; and # the products remain in resalable condition (as defined in the Policies and Procedures). The refund shall be 90% of the purchase price. Shipping and handling charges incurred will not be refunded.

Returns. Provided no Event of Default has occurred and is continuing, if any Account Debtor returns any Inventory to a Co-Borrower, such Co-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, Co-Borrowers shall hold the returned Inventory in trust for Bank, and immediately notify Bank of the return of the Inventory.

Tax Returns. (a) All material Tax Returns required to be filed by or on behalf of [[Organization B:Organization]] have been timely filed and all such Tax Returns were (at the time they were filed) and are true, correct and complete in all material respects; # all Taxes of [[Organization B:Organization]] required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on [[Organization B:Organization]]’s balance sheet; # no waivers of statutes of limitation have been given or requested with respect to [[Organization B:Organization]] in connection with any Tax Returns covering [[Organization B:Organization]] or with respect to any Taxes payable by it; # no Governmental Body in a jurisdiction where [[Organization B:Organization]] does not file Tax Returns has made a claim, assertion or threat to [[Organization B:Organization]] that [[Organization B:Organization]] is or may be subject to taxation by such jurisdiction; # [[Organization B:Organization]] has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Body all amounts required to be so collected or withheld for all periods under all applicable laws; # there are no Liens with respect to Taxes on the property or assets of [[Organization B:Organization]] other than Permitted Liens; # there are no Tax rulings, requests for rulings, or closing agreements relating to [[Organization B:Organization]] for any period (or portion of a period) that would affect any period after the date hereof; and # any adjustment of Taxes of [[Organization B:Organization]] made by a Governmental Body in any examination that [[Organization B:Organization]] is required to report to the appropriate provincial, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paid. No state of fact exists or has existed which would constitute ground for the assessment of any tax liability by any Governmental Body. All Tax Returns filed by [[Organization B:Organization]] are true, correct and complete.

Tax Returns. Each Borrower and Guarantor has filed, or caused to be filed, in a timely manner all material tax returns, reports and declarations which are required to be filed by it. All information in such tax returns, reports and declarations is complete and accurate in all material respects. Each Borrower and Guarantor has paid or caused to be paid all material taxes due and payable or claimed due and payable in any assessment received by it, except taxes the validity of which are being contested in good faith by appropriate proceedings diligently pursued and available to such Borrower or Guarantor and with respect to which adequate reserves have been set aside on its books. Adequate provision has been made for the payment of all material accrued and unpaid Federal, State, county, local, foreign and other taxes whether or not yet due and payable and whether or not disputed.

Tax Returns. Upon demand by the Administrative Agent or a Lender, copies of all federal, State and local Tax returns and reports filed by the Borrower, or in which the Borrower was included on a consolidated or combined basis (excluding sales, use and like taxes).

Tax Returns. Seller shall prepare and timely file or shall cause to be prepared and timely filed all Tax Returns required to be filed by Seller related to the Facility or the Acquired Assets, and Buyer shall prepare or cause to be prepared and shall file all Tax Returns required to be filed by Buyer related to the Facility or the Acquired Assets.

The Company shall, at its expense, prepare and timely file, or cause to be prepared and timely filed, all Tax Returns required to be filed by the Company or any of its Subsidiaries that are due on or before the Closing Date (taking into account any extensions), and shall timely pay all Taxes that are due and payable on or before the Closing Date (taking into account any extensions). Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law).

Amended Returns. Unless otherwise required by Law or based upon the opinion of Purchaser’s independent registered public accounting firm (a copy of which Purchaser shall give to the Representative), Purchaser shall not, and shall cause its Affiliates, including the Company and its Subsidiaries, not to amend, refile or otherwise modify any Tax Return relating in whole or in part to any Pre-Closing Period, including the pre-Closing portion of a Straddle Period, without the prior written consent of the Representative, which consent shall not be unreasonably withheld, conditioned, or delayed; provided that to the extent that any such amended or otherwise modified Tax Return is filed without the prior written consent of Representative based upon the opinion of Purchaser’s independent registered public accounting firm and such amended or otherwise modified Tax Return results in an increase in Taxes attributable to a Pre-Closing Period, then Purchaser shall not be entitled to seek indemnification for such increased Tax amounts pursuant to [Article IX], [Section 10.2] or otherwise.

Inventory; Returns. Keep all Inventory in good and marketable condition (ordinary wear and tear and casualty damage excepted), free from material defects. Returns and allowances between Borrower and its Account Debtors shall follow Borrower’s customary practices as they exist at the Effective Date. Borrower must promptly notify Bank of all returns, recoveries, disputes and claims that involve more than One Hundred Thousand Dollars ($100,000).

Tax Returns. Each of the Borrower and each of the Subsidiaries has filed or caused to be filed all Federal, state and local and non-U.S. tax returns required to have been filed by it and has paid or caused to be paid all taxes (whether or not shown in such tax returns) and satisfied all of its withholding tax obligations, except # taxes that are being contested in good faith by appropriate proceedings and for which the Borrower shall have set aside on its books adequate reserves in accordance with GAAP and # where such failure to file or pay would not reasonably be expected to result in a Material Adverse Effect.