PERTINENT NEGATIVE FINDING Clause Samples

PERTINENT NEGATIVE FINDING. A negative finding is considered pertinent when it contributes to the clinical assessment of a positive medical history or clinical test result
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Related to PERTINENT NEGATIVE FINDING

  • Additional Tax Matters (a) As of the Closing Date, CSK shall cause all Tax allocation, Tax sharing, Tax reimbursement and similar arrangements or agreements applicable to the WISCO Business between CSK and any Affiliates, on the one hand, and any of the WISCO Contributed Subsidiaries, on the other, to be extinguished and terminated with respect to such WISCO Contributed Subsidiaries and any rights or obligations existing under any such agreement or arrangement to be no longer enforceable, except to the extent reflected on the Final Working Capital Statement. (b) After the Closing Date, the Company will cause appropriate Employees of the WISCO Contributed Subsidiaries to prepare usual and customary Tax Return packages with respect to the Tax Period beginning January 1, 1999 and ending as of the Closing Date. The Company will use its commercially reasonable efforts to cause such Tax Return packages to be delivered to CSK on or before March 1, 2000, but in any event not later that May 1, 2000. (c) CSK and G-P agree that the Company will acquire hereunder substantially all of the property used in the WISCO Business and that in connection therewith the Company will employ individuals who immediately before the Closing Date were employed in such trade or business by WISCO or the WISCO Contributed Subsidiaries. Accordingly, pursuant to the Alternate Procedure permitted by Rev. Proc. 96-60, 1996-2 C.B. 399, provided that the applicable CSK Party makes available to the Company all necessary payroll records for the calendar year that includes the Closing Date, the Company will furnish a Form W-2 to each Employee employed by the Company who had been employed by the WISCO Business, disclosing all wages and other compensation paid for such calendar year, and Taxes withheld therefrom, and WISCO and the applicable CSK Party will be relieved of the responsibility to do so. (d) If the Company or any WISCO Contributed Subsidiary receives a refund with respect to Taxes of any WISCO Contributed Subsidiary attributable to a Pre-Closing Period (other than a Tax refund accrued as an asset on the Final Working Capital Statement) or a refund of Taxes accrued as a liability on the Final Working Capital Statement, the Company shall pay, within the thirty (30) days following the receipt of such Tax refund, the amount of such Tax refund (reduced by the amount of any Taxes it incurs or will incur as a result of its accrual or receipt of such refund or any interest thereon), to CSK. If CSK receives a Tax refund with respect to Taxes of any WISCO Contributed Subsidiary attributable to any Post-Closing Period or any Tax refund accrued as an asset on the Final Working Capital Statement, CSK will pay, within thirty (30) days following the receipt of such refund, the amount of such Tax refund (reduced by the amount of any Taxes it incurs or will incur as a result of its accrual or receipt of such refund or any interest thereon), to the Company. In the case of any refund with respect to Taxes of a WISCO Contributed Subsidiary attributable to a Straddle Period, the Tax refund shall be apportioned between Pre-Closing Periods and Post-Closing Periods in accordance with the principles of Section 8.1(c) hereof; provided that to the extent any Tax refund for a Straddle Period was accrued on the Final Working Capital Statement, such refund shall be for the account of the Company.

  • Funding Disclaimers and Labeling A. Grantee shall not use System Agency’s name or refer to System Agency directly or indirectly in any media appearance, public service announcement, or disclosure relating to this Grant Agreement including any promotional material without first obtaining written consent from System Agency. The foregoing prohibition includes, without limitation, the placement of banners, pop-up ads, or other advertisements promoting Grantee’s or a third party’s products, services, workshops, trainings, or other commercial offerings on any website portal or internet-based service or software application hosted or managed by Grantee. This does not limit the Grantee’s responsibility to comply with obligations related to the Texas Public Information Act or Texas Open Meetings Act. B. In general, no publication (including websites, reports, projects, etc.) may convey System Agency’s recognition or endorsement of the Grantee’s project without prior written approval from System Agency. Publications funded in part or wholly by HHS grant funding must include a statement that “HHS and neither any of its components operate, control, are responsible for, or necessarily endorse, this publication (including, without limitation, its content, technical infrastructure, and policies, and any services or tools provided)” at HHS’s request.

  • U.S. Tax Matters The Arrangement is intended to qualify as a “reorganization” within the meaning of Section 368(a)(1) of the Code, and this Agreement and the Plan of Arrangement are intended to constitute a “plan of reorganization” within the meaning of the U.S. Treasury Regulations promulgated under Section 368 of the Code for purposes of Sections 354 and 361 of the Code and the Parties will cooperate on a reasonable basis consistent with the Parties’ intention that the transactions contemplated by this Agreement and the Plan of Arrangement qualify as a reorganization within the meaning of Section 368(a) of the Code, including, if necessary, and upon the request of the Parties, restructuring such transactions to include one or more amalgamations of the Company (or any resulting person in any such amalgamation) with one or more wholly owned subsidiaries of the Purchaser. Each Party hereto shall treat the Arrangement as a “reorganization” within the meaning of Section 368(a) of the Code and shall treat this Agreement and the Plan of Arrangement as a “plan of reorganization” within the meaning of the U.S. Treasury Regulations promulgated under Section 368 of the Code, for all U.S. federal income tax purposes, and shall not take any position on any Return or otherwise take any Tax reporting position inconsistent with such treatment, unless otherwise required by applicable Law. Except as otherwise provided in this Agreement and in the Plan of Arrangement, each Party hereto shall act in a manner that is consistent with the Parties’ intention that the Arrangement be treated as a “reorganization” within the meaning of Section 368(a) of the Code for all U.S. federal income tax purposes, and shall not take any action, or knowingly fail to take any action, including any action that is reasonably requested by the other Party if such action or failure to act would reasonably be expected to prevent the Arrangement from qualifying as a reorganization within the meaning of Section 368(a) of the Code. Notwithstanding the foregoing, neither Party makes any representation, warranty or covenant to the other Party or to any Nomad Shareholder, Purchaser Shareholder or other holder of Nomad securities or Purchaser securities (including, without limitation, stock options, warrants, debt instruments or other similar rights or instruments) regarding the U.S. federal income tax treatment of the Arrangement, including, but not limited to, whether the Arrangement will qualify as a reorganization within the meaning of Section 368(a) of the Code or as a tax-deferred reorganization for purposes of any United States state or local income tax Law.

  • No Responsibility for Advances, Creditworthiness, Collateral, Recitals, Etc [Intentionally Omitted. See Sections 7.03 and 7.04 of the Credit Agreement for these provisions.]

  • LIMITATION OF LIABILITY OF THE MANAGER The Manager shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Manager's part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.