Common use of Liability Resulting from a GCI Tainting Act Clause in Contracts

Liability Resulting from a GCI Tainting Act. In the event that GCI is ------------------------------------------- liable for Restructuring Taxes because the Distribution failed to meet the requirements of Sections 368(a)(1)(D) and 355 of the Code for nonrecognition of gain or loss due solely to a GCI Tainting Act, then GCI shall be allocated all liability for: (1) the Restructuring Taxes; (2) any claim against GCI or any member of the Post-Distribution GCI Group for liability to shareholders of GCI arising out of the determination that the Distribution failed to meet the requirements of Section 355 of the Code for nonrecognition of gain or loss; and (3) any and all other liability that arises as a direct consequence of, or would not have otherwise arisen but for, the determination that GCI is liable for the Restructuring Taxes as a result of the GCI Tainting Act. For purposes of this Section 4.1, any failure of the Distribution to meet the requirements of Code Sections 368(a)(1)(D) and 355 shall be treated as due solely to a GCI Tainting Act if any of the following items shall have occurred; provided, however, that none of the items set forth in 4.1(a)(i)-(vi) shall have occurred first: (i) A taxable merger or a liquidation of any successor to GCI, or a taxable acquisition of the outstanding stock of any successor to GCI which acquisition the Board of Directors to GCI's successor consents or otherwise agrees to, or a contract or option for such a merger, liquidation, or acquisition, within two years of the Distribution Date; (ii) A failure by TeamCare to continue the active conduct of its trade or business for at least two years after the Distribution Date; (iii) A sale, exchange, or other disposition of the stock of TeamCare within two years of the Distribution Date; (iv) The sale, exchange, or other disposition (in one or more transactions) of more than fifty percent of TeamCare' assets (taking into account the stock of its subsidiaries) within two years of the Distribution Date; and (v) A repurchase by any successor of GCI of any of its outstanding stock within two years of the Distribution Date other than stock repurchases meeting the requirements of Section 4.05(1)(b) of Rev. Proc. 96-30.

Liability Resulting from a GCI Tainting Act. In the event that GCI ------------------------------------------- is ------------------------------------------- liable for Restructuring Taxes because the Distribution failed to meet the requirements of Sections 368(a)(1)(D) and 355 of the Code for nonrecognition of gain or loss due solely to a GCI Tainting Act, then GCI shall be allocated all liability for: (1) the Restructuring Taxes; (2) any claim against GCI or any member of the Post-Post- Distribution GCI Group for liability to shareholders of GCI arising out of the determination that the Distribution failed to meet the requirements of Section 355 of the Code for nonrecognition of gain or loss; and (3) any and all other liability that arises as a direct consequence of, or would not have otherwise arisen but for, the determination that GCI is liable for the Restructuring Taxes as a result of the GCI Tainting Act. For purposes of this Section 4.1, any failure of the Distribution to meet the requirements of Code Sections 368(a)(1)(D) and 355 shall be treated as due solely to a GCI Tainting Act if any of the following items shall have occurred; provided, however, that none of the items set forth in 4.1(a)(i)-(vi) shall have occurred first: (i) A taxable merger or a liquidation of any successor to GCI, or a taxable acquisition of the outstanding stock of any successor to GCI which acquisition the Board of Directors to GCI's successor consents or otherwise agrees to, or a contract or option for such a merger, liquidation, or acquisition, within two years of the Distribution Date; (ii) A failure by TeamCare GCHS to continue the active conduct of its trade or business for at least two years after the Distribution Date; (iii) A sale, exchange, or other disposition of the stock of TeamCare GCHS within two years of the Distribution Date; (iv) The sale, exchange, or other disposition (in one or more transactions) of more than fifty percent of TeamCareGCHS' assets (taking into account the stock of its subsidiaries) within two years of the Distribution Date; and (v) A repurchase by any successor of GCI of any of its outstanding stock within two years of the Distribution Date other than stock repurchases meeting the requirements of Section 4.05(1)(b) of Rev. Proc. 96-30.