Examples of InfoCure Group in a sentence
Notwithstanding any other provision of this Agreement to the contrary, PracticeWorks shall pay, and shall indemnify and hold harmless InfoCure and any member of the InfoCure Group from and against any and all Restructuring Taxes and any reasonable expenses (including, but not limited to, attorney's fees) incurred in defending any audit or examination with respect to Restructuring Taxes.
InfoCure shall be entitled to any refund of or credit for Taxes for any periods that are attributable to the InfoCure Group or amounts owed by InfoCure or for which InfoCure is responsible under this Section 2.03(b).
Any member of the PracticeWorks Group shall be entitled to carry back any net operating loss or other item from a Period After Distribution to a Period Before Distribution, except to the extent that InfoCure determines in good faith that such action will cause an actual increase in the Taxes for which the InfoCure Group is responsible or will cause an actual reduction in the amount of any refund of Taxes payable to the InfoCure Group.
At any time after the Date of Distribution that the PracticeWorks Group proposes to destroy such material or information, they shall first notify the InfoCure Group in writing and the InfoCure Group shall be entitled to receive such materials or information proposed to be destroyed.
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.
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.
Except as otherwise provided in this Article VI, PracticeWorks shall fully cooperate with InfoCure and its representatives, in a prompt and timely manner, in connection with (i) the preparation and filing of and (ii) any inquiry, audit, examination, investigation, dispute, or litigation involving, any Tax Return filed or required to be filed by or for any member of the InfoCure Group which includes PracticeWorks or any other member of the PracticeWorks Group.
Except (i) as provided in the Tax Disaffiliation Agreement or (ii) when a longer retention period is otherwise required by Law or agreed to in writing, the InfoCure Group and the PracticeWorks Group shall retain, for a period of at least eight years, all Records relating to the PracticeWorks Business as of the Effective Time.
InfoCure shall cause all its employees to resign, effective as of the Effective Time, from all positions as officers or directors of any member of the PracticeWorks Group in which they serve, and PracticeWorks shall cause all its employees to resign, effective as of the Effective Time, from all positions as officers or directors of any members of the InfoCure Group in which they serve.
The parties hereto recognize that legal and other professional services that have been and will be provided prior to the Distribution Date have been and will be rendered for the benefit of each of the members of the InfoCure Group, and the members of the PracticeWorks Group, and that each of the members of the InfoCure Group and each of the members of the PracticeWorks Group should be deemed to be the client for the purposes of asserting all privileges which may be asserted under applicable Law.