Common use of TAX SHARING OBLIGATIONS AND PRIOR AGREEMENTS Clause in Contracts

TAX SHARING OBLIGATIONS AND PRIOR AGREEMENTS. (a) Other than liabilities dealt with elsewhere in this Agreement, PracticeWorks shall be liable for and shall indemnify and hold the InfoCure Group harmless against (i) any Tax liability of any member of the PracticeWorks Group, and of any member of the InfoCure Group to the extent that such liability is attributable, as determined in good faith by InfoCure, to the PracticeWorks Business, for (A) any Period After Distribution and (B) the Fiscal Year 2000 and (C) any taxable year or period that begins before and ends on or after the Date of Distribution in respect of the Period Before Distribution, (ii) any Tax liability resulting from a Final Determination with respect to an adjustment attributable to any member of the PracticeWorks Group, or any member of the InfoCure Group to the extent that such liability is attributable, as determined in good faith by InfoCure, to the PracticeWorks Business, and (iii) any amount determined to be PracticeWorks' liability under Section 2.04. PracticeWorks shall be entitled to any refund of or credit for Taxes of the PracticeWorks Group or amounts owed by PracticeWorks or for which PracticeWorks is responsible under this Section 2.03(a). Any liability for Taxes under this Section 2.03(a) shall be measured by the InfoCure Group's actual liability for Taxes after applying Tax benefits otherwise available to the InfoCure Group other than Tax benefits that the InfoCure Group in good faith determines would actually offset Tax liabilities of the InfoCure Group in other taxable years or periods. Any right to refund under this Section 2.03(a) shall be measured by the actual refund or credit of the InfoCure Group attributable to the adjustment without regard to offsetting Tax attributes or liabilities of the InfoCure Group.

TAX SHARING OBLIGATIONS AND PRIOR AGREEMENTS. (a) Other than liabilities dealt with elsewhere in this Agreement, PracticeWorks shall Lanixx xxxll be liable for and shall indemnify and hold the InfoCure Group Harrxx Xxxup harmless against (i) any Tax tax liability of any member of the PracticeWorks Group, and of any member of the InfoCure Group to the extent that such liability is attributable, as determined in good faith by InfoCure, to the PracticeWorks Business, Lanixx Xxxup for (A) any Period After Distribution and Distribution, (Bii) any tax liability of the Lanixx Xxxup for both Fiscal Year 2000 1999 and (C) any the taxable year or period that begins before and ends on or after the Date of Distribution in respect of the Period Before Distribution, both determined in accordance with the Harrxx Xxxup's intergroup method of federal income tax allocation determined under sections 1.1502-33(d) and 1.1552-1 of the income tax regulations in a manner consistent with past practice, or any other allocation methodology for taxes other than Federal income tax in a manner consistent with past practice, (iiiii) any Tax tax liability resulting from a Final Determination with respect to an adjustment attributable to any member of the PracticeWorks Group, or Lanixx Xxxup for any member of the InfoCure Group to the extent that such liability is attributable, as determined in good faith by InfoCure, to the PracticeWorks BusinessPeriod Before Distribution, and (iiiiv) any amount determined to be PracticeWorks' liability Lanixx'x xxxbility under Section 2.04. PracticeWorks shall Lanixx xxxll be entitled to any refund of or credit for Taxes taxes of the PracticeWorks Group Lanixx Xxxup or amounts owed by PracticeWorks or Lanixx xx for which PracticeWorks is Lanixx xx responsible under this Section 2.03(a). Any liability for Taxes taxes under this Section 2.03(a) shall be measured by the InfoCure GroupHarrxx Xxxup's actual liability for Taxes taxes after applying Tax tax benefits otherwise available to the InfoCure Group Harrxx Xxxup other than Tax tax benefits that the InfoCure Group Harrxx Xxxup in good faith determines would actually offset Tax tax liabilities of the InfoCure Group Harrxx Xxxup in other taxable years or periods. Any right to refund under this Section 2.03(a) shall be measured by the actual refund or credit of the InfoCure Group Harrxx Xxxup attributable to the adjustment without regard to offsetting Tax tax attributes or liabilities of the InfoCure GroupHarrxx Xxxup.