ORDERS AND RETURNS Clause Samples

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ORDERS AND RETURNS. 4.1 Reseller Orders. Before placing any order with Authorized Adobe Distributors or Other Authorized Resellers for Software Products, Reseller must (A) ensure that it has received corresponding orders from End Users or Other Authorized Resellers, as applicable, for the Software Products, and (B) procure Other Authorized Resellers to agree that they will place orders on Reseller only after they have received corresponding orders from End Users. The number of licenses indicated on the purchase order issued by Reseller cannot exceed the number of licenses ordered by the End User. Reseller is required to maintain records of all orders for Authorized Programs that it processes. Upon request by Adobe, Reseller must provide Adobe with documentary proof that Reseller has complied with this clause 4.1 (Reseller Orders). If Adobe finds acceptable order documentation has not been received by the Reseller in advance of placing an order, then Adobe may (i) back out such transactions from Reseller’s financial incentives (e.g., deal registration payout and rebate qualifying revenue), or (ii) debit any future payments to Reseller by any amount previously awarded due to such transactions.
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ORDERS AND RETURNS. 5.1 Reseller Orders Before placing any order with Adobe Authorized Distributors for Software Products other than shrink-wrap Software Products, Reseller must ensure that it has received corresponding orders from End Users for the Software Products. The number of licenses indicated on the purchase order issued by Reseller cannot exceed the number of licenses ordered by the End User. Reseller is required to maintain records of all orders for Authorized Programs that it processes. Upon request by Adobe, Reseller will provide Adobe with documentary proof that Reseller has complied with this Clause 5.1 (Reseller Orders). If Adobe finds acceptable order documentation has not been received by the Reseller in advance of placing an order, then Adobe may (a) back out such transactions from Reseller’s financial incentives (e.g., deal registration payout and rebate qualifying revenue), or (b) debit any future payments to Reseller by any amount previously awarded due to such transactions.
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ORDERS AND RETURNS. As of the date of this Agreement, IVP does not have any commitments or unfulfilled orders for the sale of merchandise. As of the date of this Agreement, there are no claims against IVP to return any merchandise.
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ORDERS AND RETURNS. Unless the Hardware is expressly identified in the SKYWIRE Sales Quote, all orders for Hardware are subject to acceptance in writing by SKYWIRE. Any order of Customer not accepted in writing by SKYWIRE is deemed rejected. SKYWIRE shall use reasonable efforts to deliver the Hardware to Customer’s premises on a mutually agreed upon date. Once SKYWIRE has accepted an order, SKYWIRE may, but is not obligated to, agree to cancellation at Customer’s request. If SKYWIRE agrees to a cancellation, Customer shall forfeit any payment already made, provided that, if Customer’s cancellation is received by SKYWIRE in writing before SKYWIRE has placed its order with the supplier for the Hardware, SKYWIRE will credit Customer’s account with the amount of the payment, less any expenses incurred by SKYWIRE in canceling the order.
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ORDERS AND RETURNS. 8.1 3Com shall provide Company with a [*] nonbinding, forward looking, rolling unit order forecast and update such forecast on a monthly basis. Company shall *Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. use such forecast for internal planning requirements only. Such forecast does not represent any commitment by 3Com to purchase Products. Further, Company shall treat all such forecasts as Confidential Information in accordance with Section 13 (Confidential Information) below. 8.2 Orders for Products must be in the form of written or electronically transmitted purchase orders. Neither party shall have any obligation to the other based on an orally transmitted order. In the event of a conflict between the terms of this Agreement and the terms of a purchase order or purchase acknowledgment, the terms of this Agreement shall govern. No minimum order quantities shall be required. Invoices by Company shall be in duplicate and shall include purchase order number, line item number, part number, description of items, quantities, unit price, and extended totals. Payment shall not be deemed to constitute acceptance. 8.3 3Com shall submit binding purchase orders to Company at least ninety (90) days prior to the requested delivery date. ne parties agree to meet quarterly to discuss Company's efforts to reduce leadtimes for Products. 3Com's order shall automatically be deemed accepted upon receipt by Company. Company shall notify 3Com within two (2) business days after receipt of an order if Company anticipates any problem in shipping the quantity of Product ordered on the time schedule set forth below or in the order. Company shall ship all Com21 Modem Products ordered by 3Com within ninety (90) days of receipt of the order or as otherwise specified in the order. Company shall ship all Com21 Headend Products ordered by 3Com within ninety (90) days of receipt of the order or as otherwise specified in the order; provided however that if (a) the number of units of Com21 Headend Products ordered for delivery in the month for which delivery has been requested is greater than [*] the number of units of such Products forecasted by 3Com for the month in which delivery has been requested and (b) such number of units ordered over the forecasted number is greater than [*], then Company shall be obligated only to use commercially reasonable efforts to ship...
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ORDERS AND RETURNS. All purchase orders for Genentech HGH shall be submitted by Nova Factor to Genentech in writing, by telephone, via facsimile or electronic data interchange ("EDI") at least two (2) business days prior to the requested date of shipment. The Discount applicable to such purchase order shall be the Discount in effect upon the date such purchase order is accepted by Genentech. No order will be binding upon Genentech until accepted by Genentech, and Genentech shall have no liability to Nova Factor for purchase orders that are not accepted. Nova Factor's purchase orders submitted to Genentech for purchase of Genentech HGH shall be governed by the terms of this Agreement. Nothing contained in any purchase order shall modify any terms herein stated or add any terms or conditions not stated herein. All Genentech HGH delivered to Nova Factor under this Agreement shall be suitably packed for air freight shipment in Genentech's shipping cartons, marked for delivery to the address provided by Nova Factor with the relevant purchase order, and shall be shipped to Nova Factor, FOB Origin. Genentech shall ship Nutropin AQ to Nova Factor in temperature controlled, validated, insulated shipping containers. Genentech HGH shall be delivered to Nova Factor via second day air freight with shipping costs prepaid by Genentech. Shipping charges for overnight delivery requested by Nova Factor for Genentech HGH in excess of the standard shipping method chosen by Genentech, shall be borne by Nova Factor. Genentech HGH Purchased by Nova Factor shall be returned for credit only upon prior authorization by Genentech. Genentech HGH returns in any Calendar Quarter * for the previous Calendar Quarter. The Discount percentage applicable to such credit will be the Discount in effect upon the date the returned Genentech HGH is received by Genentech.
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ORDERS AND RETURNS. Unless the Hardware is expressly identified in the SKYWIRE Sales Quote, all orders for Hardware are subject to acceptance in writing by SKYWIRE. Any order of Customer not accepted in writing by SKYWIRE is deemed rejected. SKYWIRE shall use reasonable efforts to deliver the Hardware to Customer’s premises on a mutually agreed upon date. Once SKYWIRE has accepted an order, SKYWIRE may, but is not obligated to, agree to cancellation at Customer’s request. If SKYWIRE agrees to a cancellation, Customer shall forfeit any payment already made, provided that, if Customer’s cancellation is received by SKYWIRE in writing before SKYWIRE has placed its order with the supplier for the Hardware, SKYWIRE will credit Customer’s account with the amount of the payment, less any expenses incurred by SKYWIRE in canceling the order. Any Hardware returned for any reason (other than for warranty service or post-warranty maintenance) will be subject to a restocking fee of twenty percent (20%) of the cost of the Hardware. If SKYWIRE determines that the Hardware has been used, SKYWIRE will assess a restocking charge of up to fifty percent (50%) of the cost of Hardware.
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ORDERS AND RETURNS 
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Related to ORDERS AND RETURNS

  • Reports and Returns Seller shall promptly after the Closing prepare and file all reports and returns required by Legal Requirements relating to the business of Seller as conducted using the Assets, to and including the Effective Time.

  • Tax Returns Except as set forth on Schedule 3.6, (a) As of the Closing Date, the Seller has duly, timely and accurately filed or caused to be duly, timely, and accurately filed with the appropriate taxing jurisdictions, all Federal, state, local and foreign Tax Returns required to be filed, has timely paid or caused to be timely paid all Taxes as shown on such returns or on any assessment received by it to the extent that such Taxes have become due. All Tax Returns were correct and complete in all respects. The Seller is not the beneficiary of any extension of time within which to file any Tax Return. The Seller has not waived any statute of limitation in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or penalty. (b) No audits or other administrative or court proceedings are pending or proposed with respect to the Seller that relate to Taxes. The Seller has never been a party to any audit, administrative or court proceeding that relate to Taxes. (c) No claim or assessment has been made by any taxing authority for unpaid Taxes against the Seller. There are no Tax Liens upon the assets of Seller, except for any Liens for personal property taxes not yet due and payable. (d) All Taxes due and payable by Seller on or before the Closing Date, for which neither filing of Tax Returns nor notice of deficiency or assessment is required, have been paid. (e) The Seller is not a party to or bound by (nor will it become a party to or bound by) any Tax indemnity, Tax sharing, or Tax allocation agreement of any kind. There are not outstanding powers of attorney executed on behalf of the Seller. (f) The Seller has never been a member of an affiliated group of corporations within the meaning of IRC Section 1504. (g) The Seller has not filed a consent pursuant to the collapsible corporation provisions of IRC Section 341(f) (or any corresponding provision of state or local law) or agreed to have IRC Section 341(f)(2) (or any corresponding provisions of state or local law) apply to any disposition of any asset owned by the Seller. (h) The Seller has not agreed to make nor is it required to make any adjustment under IRC Section 481(a) by reason of a change in accounting method or otherwise. (i) The Seller is not nor has ever been a United States real property holding company within the meaning of IRC Section 897. (j) There is no contract, agreement, plan, or arrangement covering any employee or former employee of the Seller that, individually or collectively, would give rise to a payment that would not be deductible by reason of IRC Section 280G. (k) Adequate accruals for Taxes have been made on the books of the Seller that will be reflected in the Seller's Financial Statements. (l) All Taxes required to be withheld by or on behalf of the Seller or with respect to the business or assets thereof have been withheld, and such withheld taxes have either been duly and timely paid to the proper Governmental Authorities or set aside in accounts for such purpose or accrued, reserved against and entered upon the books of the Seller. Notwithstanding anything to the contrary contained above, adjustments in claimed Net Operating Loss amounts that do not result in an adverse cash impact on the Seller shall not constitute a breach of any representation made in this Section 3.6.

  • Tax Returns and Reports The Administrative Trustees shall prepare (or cause to be prepared), at the Depositor's expense, and file all United States Federal, state and local tax and information returns and reports required to be filed by or in respect of the Trust. In this regard, the Administrative Trustees shall (a) prepare and file (or cause to be prepared and filed) the appropriate Internal Revenue Service Form required to be filed in respect of the Trust in each taxable year of the Trust and (b) prepare and furnish (or cause to be prepared and furnished) to each Securityholder the appropriate Internal Revenue Service form required to be provided on such form. The Administrative Trustees shall provide the Depositor and the Property Trustee with a copy of all such returns and reports promptly after such filing or furnishing. The Trustees shall comply with United States Federal withholding and backup withholding tax laws and information reporting requirements with respect to any payments to Securityholders under the Trust Securities.

  • Taxes and Returns (a) Each Target Company has or will have timely filed, or caused to be timely filed, all Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company in respect of any Tax, and no Target Company has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Company has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Company has any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the Company or its Subsidiaries with respect to any period following the Closing Date. (i) No Target Company has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

  • Filings and Reports (a) Each year during the term of the Fee Agreement, the Company and any Sponsor Affiliates shall deliver to the County, the County Auditor, the County Assessor and the County Treasurer a copy of their most recent annual filings with the Department with respect to the Project, not later than thirty (30) days following delivery thereof to the Department. (b) The Company shall cause a copy of this Fee Agreement, as well as a copy of the completed Form PT-443 of the Department, to be filed with the County Auditor and the County Assessor, and to their counterparts in the partner county to the MCIP Agreement, the County Administrator and the Department within thirty (30) days after the date of execution and delivery of this Fee Agreement by all parties hereto. (c) Each of the Company and any Sponsor Affiliates agree to maintain complete books and records accounting for the acquisition, financing, construction, and operation of the Project. Such books and records shall (i) permit ready identification of the various Phases and components thereof; (ii) confirm the dates on which each Phase was placed in service; and (iii) include copies of all filings made by the Company and any such Sponsor Affiliates in accordance with Section 3.03(a) or (b) above with respect to property placed in service as part of the Project.