Common use of INDEMNIFICATION FOR PRACTICEWORKS TAINTING ACTS Clause in Contracts

INDEMNIFICATION FOR PRACTICEWORKS TAINTING ACTS. PracticeWorks covenants that neither PracticeWorks nor any member of the PracticeWorks Group shall commit or be party to or the subject of any PracticeWorks Tainting Act which would result in any Tax or liability described in the following sentence and payable by InfoCure. To the extent that any member of the InfoCure Group would not have been liable for the following amounts but for a PracticeWorks Tainting Act, PracticeWorks shall pay, and shall indemnify and hold harmless the InfoCure Group from and against, (i) any liability of any member of the InfoCure Group to any Taxing Authority, InfoCure shareholders or PracticeWorks shareholders (together with any reasonable expenses (including, but not limited to, attorney's fees) incurred in defending against any such liability) resulting from a Final Determination that the Internal Distribution or the Distribution failed to meet the requirements of Sections 355 or 361 of the Code for nonrecognition of gain by the InfoCure Group, including, without limitation, by reason of (x) any stock or securities of PracticeWorks failing to qualify as "qualified property" within the meaning of Sections 355(c)(2) or 361(c)(2) of the Code or (y) the application of Section 355(e) of the Code to the Internal Distribution or the Distribution, and (ii) any Taxes and related expenses payable by any member of the InfoCure Group by reason of the receipt of such payment.

INDEMNIFICATION FOR PRACTICEWORKS TAINTING ACTS. PracticeWorks covenants that neither PracticeWorks nor any member of the PracticeWorks Group shall commit or be party to or the subject of any PracticeWorks Tainting Act which would result in any Tax or liability described in the following sentence and payable by InfoCure. To the extent that any member of the InfoCure Group would not have been liable for the following amounts but for a PracticeWorks Tainting Act, PracticeWorks shall pay, and shall indemnify and hold harmless the InfoCure Group from and against, (i) any liability of any member of the InfoCure Group to any Taxing Authority, InfoCure shareholders or PracticeWorks shareholders (together with any reasonable expenses (including, but not limited to, attorney's fees) incurred in defending against any such liability) resulting from a Final Determination that the Internal Distribution ISI Conversion failed to qualify for nonrecognition treatment or that the Distribution failed to meet the requirements of Sections 355 or 361 of the Code for nonrecognition of gain by the InfoCure Group, including, without limitation, by reason of (x) any stock or securities of PracticeWorks failing to qualify as "qualified property" within the meaning of Sections 355(c)(2) or 361(c)(2) of the Code or (y) the application of Section 355(e) of the Code to the Internal Distribution or the Distribution, and (ii) any Taxes and related expenses payable by any member of the InfoCure Group by reason of the receipt of such payment.

INDEMNIFICATION FOR PRACTICEWORKS TAINTING ACTS. PracticeWorks covenants that neither PracticeWorks nor any member of the PracticeWorks Group shall commit or be party to or the subject of any PracticeWorks Tainting Act which would result in any Tax or liability described in the following sentence and payable by InfoCure. To the extent that any member of the InfoCure Group would not have been liable for the following amounts but for a PracticeWorks Tainting Act, PracticeWorks shall pay, and shall indemnify and hold harmless the InfoCure Group from and against, (i) any liability of any member of the InfoCure Group to any Taxing Authority, InfoCure shareholders or PracticeWorks shareholders (together with any reasonable expenses (including, but not limited to, attorney's fees) incurred in defending against any such liability) resulting from a Final Determination that the Internal Distribution ISI Merger failed to qualify for nonrecognition treatment or that the Distribution failed to meet the requirements of Sections 355 or 361 of the Code for nonrecognition of gain by the InfoCure Group, including, without limitation, by reason of (x) any stock or securities of PracticeWorks failing to qualify as "qualified property" within the meaning of Sections 355(c)(2) or 361(c)(2) of the Code or (y) the application of Section 355(e) of the Code to the Internal Distribution or the Distribution, and (ii) any Taxes and related expenses payable by any member of the InfoCure Group by reason of the receipt of such payment.as