Partial Subsidiary definition
Examples of Partial Subsidiary in a sentence
Except as set forth on Schedule 3.27, there are no Contracts between any Seller or any Affiliate of any Seller, on the one hand, and any Seller or Partial Subsidiary, on the other hand, related to the Facilities, the Assets or the Assumed Liabilities that are material to any of such Assets or Assumed Liabilities or the Facilities.
Except as set forth in Schedule 3.8, the Seller Entities and the Partial Subsidiary are and during the past six (6) years have been in compliance in all material respects with all applicable statutes, rules, regulations, and requirements of the Government Entities having jurisdiction over the Facilities and the operations of the Facilities.
Except as set forth in Schedule 3.15, neither Seller Entity nor the Partial Subsidiary is the beneficiary of any extension of time within which to file a Tax Return.
The Seller Entities and the Partial Subsidiary have timely and accurately filed all reports, data, and other information required to be filed with the Government Entities.
No Seller or Partial Subsidiary has participated in any “reportable transaction” as defined in Treasury Regulation Section 1.6011-4(b).
In furtherance thereof, the Seller Entities (and the Partial Subsidiary, if applicable) shall execute and deliver to the corresponding Buyer Entities at or prior to the Closing limited powers of attorney substantially in the form of Exhibit C hereto.
Neither the Seller Entities, the Partial Subsidiary, nor any of their employees have committed a material violation of federal or state laws regulating fraud, including but not limited to the federal Anti-Kickback Law, the ▇▇▇▇▇ Law, and the False Claims Act.
No Seller Entity or the Partial Subsidiary has prepared, filed, supported or presented opposition to any Applications filed by another hospital or health agency within the past three (3) years.
Seller will not, and will cause the Seller Entities, the Acquired Company, and the Partial Subsidiary not to, engage in any practice, take any action, or enter into any transaction outside the ordinary course of business.
ERISA Affiliate shall mean any entity that at any relevant time would be treated as a single employer with Seller, the Seller Entities or any of their subsidiaries (including without limitation the Partial Subsidiary) under Section 414 of the Code.