Other Returns Clause Samples
The "Other Returns" clause defines the procedures and conditions under which products, goods, or materials—aside from those covered by standard return policies—may be returned by the buyer to the seller. This clause typically outlines the types of items eligible for return, the timeframe in which returns must be initiated, and any specific requirements such as restocking fees or return authorizations. By establishing clear guidelines for non-standard returns, the clause helps prevent disputes and ensures both parties understand their rights and obligations regarding the return of atypical or exceptional items.
Other Returns. Buyer shall, at its own expense, prepare and file, or cause to be prepared and filed, all Tax Returns of the Company (other than the Tax Returns that are prepared by Quiksilver pursuant to Section 5.1 above) that are required to be filed after the Closing Date with respect to taxable periods ending on or before the Closing Date or any Straddle Period, and, subject to the right to payment from Seller or Quiksilver pursuant to this Section, Buyer shall pay all Taxes shown as due on those Tax Returns. Prior to the due date of such Tax Returns, Seller or Quiksilver on behalf of Seller shall reimburse Buyer for all Taxes shown on such Tax Returns, but Quiksilver shall be credited for any estimated tax payments made by it prior to Closing. For Tax periods which begin on or before the Closing Date and end after the Closing Date (a “Straddle Period”), Seller or Quiksilver on behalf of Seller shall reimburse Buyer, prior to the due date of the applicable Tax Return, for an amount equal to the Pre-Closing Taxes due with respect to any such Tax Returns filed by the Company and payable by the Company. Seller or Quiksilver on behalf of Seller shall also reimburse Buyer for all costs and expenses incurred by Buyer or any of its Affiliates with respect to the preparation and filing of any Tax Returns of the Company for any taxable period ending on or prior to the Closing Date. Any amounts owed by Quiksilver to Buyer pursuant to this Section 5.2 shall be paid by Quiksilver within ten (10) Business Days of Buyer’s request therefor. Subject to receiving reimbursement from Seller or Quiksilver, Buyer shall cause the Company to timely pay all such Taxes on or prior to their due date. With respect to a Straddle Period, such Pre-Closing Taxes shall be calculated as follows: For purposes of this Agreement, in the case of any Taxes that are payable for a Straddle Period, the portion of such Taxes that relates to the portion of the Straddle Period ending on or prior to the Closing Date shall (A) in the case of any Taxes other than Taxes based upon or related to income, gain, proceeds, receipts, profits, payments, transactions or other similar items, be deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period from the first day of the Straddle Period through and including the Closing Date, and the denominator of which is the number of days in the entire Straddle Period, and (B)...
Other Returns. KCSI shall timely file or cause to be filed all other Tax Returns required with respect to the KCSI Group, and ▇▇▇▇▇▇▇▇ shall timely file or cause to be filed all other Tax Returns with respect to the ▇▇▇▇▇▇▇▇ Group.
Other Returns. (a) Except as otherwise provided herein or as the parties hereto may otherwise agree, TECHNOLOGIES shall have exclusive authority and responsibility to prepare and file all tax returns by or on behalf of it and any member of the TECHNOLOGIES Subgroup, other than Consolidated Returns and Combined Returns subject to the provisions of Section 2.1. ELECTRONICS shall provide (and shall cause each ELECTRONICS Subgroup member and their representatives to provide) reasonable access to books, records, returns and other information to the extent necessary to permit TECHNOLOGIES timely to prepare and file such tax returns and shall otherwise cooperate as reasonably requested by TECHNOLOGIES in connection with the preparation and filing of such returns.
(b) TECHNOLOGIES shall be liable, and shall indemnify ELECTRONICS and each other member of the ELECTRONICS Subgroup, for any penalties or other damages attributable to the failure of TECHNOLOGIES to make timely filings of tax returns for which it is responsible under this Section 2.2(b) or full and timely payment of amounts shown to be due thereon, provided that ELECTRONICS and the ELECTRONICS Subgroup members have complied with their obligations to provide information and otherwise cooperate as provided hereunder.
Other Returns. All other Tax Returns not described elsewhere in ------------- this Section 2.02 that are required to be filed for Pre-Drop-down Taxable Periods, including Tax Returns in respect of Transaction Taxes and Joint Tax Returns (other than CST and MMI Joint Tax Returns), shall be prepared and filed by the party responsible under the appropriate law of the taxing jurisdiction.
Other Returns. UCC and its Subsidiaries shall be solely responsible for filing all tax returns not described in subsections (b) and (c) of this Section 3 and that relate solely to UCC and/or its Subsidiaries.
Other Returns. The DISTRIBUTOR shall otherwise not have the right to return the Product(s) to the Manufacturer, without the written authorization of the Manufacturer. The Manufacturer will accept return only on Product(s) authorized by the Manufacturer in writing to be returned.
Other Returns. 7.1. Without limiting any rights to return Products that you may have under any applicable laws or under clause 5, if you wish to return a Product on any other basis:
A. you must contact us at ▇▇▇▇▇▇▇-▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇ (unless otherwise notified) within 7 days of receiving or collecting the Product to initiate the return and provide us with your order number, the condition of the Product, and reasoning for the return, including any supporting information such as evidentiary photographs;
B. we may decline to accept the return and will decline if our supplier of the Product declines our request to return it to them;
C. the Product must be in its original condition including in its unopened original packaging; and
D. returns and refunds are not permitted on Products that have been customised for you.
7.2. If we approve any return we will communicate this to you, and notify you of the address that the Products approved for return must be returned to. You will be responsible for returning these Products in their original condition, including the original packaging.
7.3. On receipt of the returned Products and once we have received any refund for the return from any of relevant supplier to us, we will refund you the amount you paid for the returned Products less any fees and/or charges imposed on us or any withholdings by our supplier and a handling charge / restocking fee.
Other Returns. In the case of any Final Determination regarding a ------------- Tax Return other than a Joint Tax Return described in Section 3.03(a):
(i) MMI Holdings (or a member of the MMI Group) shall pay any Tax Deficiency to the appropriate taxing authority, and shall be entitled to receive and retain all Tax Refunds, for all periods with respect to Tax Returns that include only Tax Items primarily related to the MMI Business in accordance with the principles set forth in Section 3.01.
(ii) CST Holdings (or a member of the CST Group) shall pay any Tax Deficiency to the appropriate taxing authority, and shall be entitled to receive and retain all Tax Refunds, for all periods with respect to Tax Returns that include only Tax Items primarily related to the CST Business in accordance with the principles set forth in Section 3.01.
(iii) Stream shall pay any Tax Deficiency to the appropriate taxing authority, and shall be entitled to receive and retain all Tax Refunds, for all periods with respect to Tax Returns that include Tax Items primarily related to the Stream Business in accordance with the principles set forth in Section 3.01.
(iv) Any Tax Deficiency or Tax Refund with respect to other Tax Returns shall be paid by, or shall be received and retained by, the parties in accordance with the principles set forth in Section 3.01.
Other Returns. All Other Tax Returns that are required to be filed for Straddle Periods shall be prepared and filed by the party which prepared and filed such Tax Return for the most recent period for which such Tax Return was filed or if no such Tax Return was filed in such period, the party responsible under the appropriate law of the taxing jurisdiction. Schedule 2.02(d) sets forth the agreed-upon list of Tax Returns that have been filed for the most recent periods. The parties hereto intend that, under this Section 2.03(d), no member of the Spinco Group shall be responsible for preparing or filing such Tax Returns that are currently prepared and filed by members of the Adjusted MMS Group, including any sales, use or property Tax Returns.
Other Returns. All other Tax Returns not described elsewhere in ------------- this Section 2.02, including separate state returns, local tax returns and payroll tax returns ("Other Tax Returns"), required to be filed for all Pre- Distribution Taxable Periods, that have not been filed prior to the Distribution Date, shall be prepared and filed by the party which prepared and filed such Other Tax Return for the most recent period for which such Other Tax Return was filed, or, if no such Other Tax Return was filed in such period, the party responsible under the appropriate law of the taxing jurisdiction. The parties hereto intend that, under this Section 2.02(d), no member of the Spinco Group shall be responsible for preparing or filing such Other Tax Returns that are currently prepared and filed by or on behalf of members of the Adjusted MMS Group, including any sales, use or property Tax Returns. Schedule 2.02