Definition of Tainting Act. For purposes of this Agreement, a Tainting Act is: (a) any act, or failure or omission to act, by a CRG Party or a Fiesta Party following the Distribution that results in any Distribution Taxes being imposed on any CRG Party pursuant to a Final Determination, regardless of whether such act or failure to act (i) is covered by a Post-Distribution Ruling or Unqualified Tax Opinion, or (ii) occurs during or after the Restricted Period; or (b) the direct or indirect acquisition of all or a portion of the stock of any Party (or any transaction or series of related transactions that is deemed to be such an acquisition for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder) by any means whatsoever by any Person including pursuant to an issuance of stock by any Party.
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Samples: Tax Matters Agreement (Carrols Restaurant Group, Inc.), Tax Matters Agreement (Fiesta Restaurant Group, Inc.), Tax Matters Agreement (Fiesta Restaurant Group, Inc.)
Definition of Tainting Act. For purposes of this Agreement, a “Tainting Act Act” is:
(a) any act, or failure or omission to act, by a CRG Party or a Fiesta with respect to any Party following the Distribution that results in any Fortune Brands Party being responsible for Distribution Taxes being imposed on any CRG Party pursuant to a Final Determination, regardless of whether such act or failure to act (i) is covered by a Post-Distribution Ruling or Unqualified Tax Opinion, or (ii) occurs during or after the Restricted Period; or
(b) the direct or indirect acquisition of all or a portion of the stock of any Party (or any transaction or series of related transactions that is deemed to be such an acquisition for purposes of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder) by any means whatsoever by any Person Person, including pursuant to an issuance of stock by any Party.
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