InfoCure Tainting Act definition

InfoCure Tainting Act means (a) any breach of any written representation or covenant relating to the qualification of the Contribution Transactions as reorganizations described in Section 368(a)(1)(D) of the Code or relating to the qualification of the Internal Distribution or the Distribution as transactions described in Section 355 of the Code, which representation or covenant is made by InfoCure in connection with the tax opinion of King & Spalding described in the Form 10, or (b) any action or actions of or involving any Person (other than PracticeWorks or any Person that is an Affiliate of PracticeWorks immediately before or immediately after such action or actions), or any omission or omissions of any Person (other than PracticeWorks or any Person that is an Affiliate of PracticeWorks immediately before or immediately after such omission or omissions), of an action or actions available to it, after the Date of the Distribution, if such breach, action or omission described in (a) or (b) contributes to a Final Determination that the Distribution results in the recognition of gain to the InfoCure Group by virtue of (i) the Contribution Transactions failing to qualify as reorganizations under Section 368(a)(1)(D) of the Code, (ii) the Internal Distribution or the Distribution failing to qualify as transactions described in Section 355 of the Code, (iii) any stock or securities of PracticeWorks failing to qualify as "qualified property" within the meaning of Sections 355(c)(2) and 361(c)(2) of the Code, including by reason of the application of Section 355(e) of the Code to the Internal Distribution or the Distribution.
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InfoCure Tainting Act means (a) any breach of any written representation or covenant relating to the qualification of the ISI Merger as a transaction qualifying for nonrecognition treatment under the Code, the qualification of the Contribution Transaction as a reorganization described in Section 368(a)(1)(D) of the Code or relating to the qualification of the Distribution as a transaction described in Section 355 of the Code, which representation or covenant is made by InfoCure in connection with the tax opinion of King & Spalding described in the Form S-1, or (b) any action or actions of or involving any Person (other than PracticeWorks or any Person that is an Affiliate of PracticeWorks immediately before or immediately after such action or actions), or any omission or omissions of any Person (other than PracticeWorks or any Person that is an Affiliate of PracticeWorks immediately before or immediately after such omission or omissions), of an action or actions available to it, after the Date of the Distribution, if such breach, action or omission described in (a) or (b) contributes to a Final Determination that the Distribution results in the recognition of gain to the InfoCure Group by virtue of (i) the ISI Merger failing to qualify
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Examples of InfoCure Tainting Act in a sentence

  • If an InfoCure Tainting Act and a PracticeWorks Tainting Act both contribute to such a Final Determination, any such Taxes or liability (together with any reasonable expense (including, but not limited to, attorney's fees) incurred in defending against any liability) shall be borne 50 percent by InfoCure and 50 percent by PracticeWorks.

  • InfoCure covenants that neither InfoCure nor any member of the InfoCure Group shall commit or be party to or the subject of any InfoCure Tainting Act which would result in any Tax or liability described in the following sentence and payable by PracticeWorks.

Related to InfoCure Tainting Act

  • Financial Regulations means regulations made under section 21 of the Act;

  • Regulatory Capital Requirements means any applicable capital resources requirement or applicable overall financial adequacy rule required by the Relevant Regulator, as such requirements or rule are in force from time to time;

  • Auditing Profession Act ’ means the Auditing Profession Act, 2005 (Act No. 26 of 2005);

  • e-Procurement means the use of information and communication technology (especially the internet) by the Procuring Entity in conducting its procurement processes with bidders for the acquisition of goods (supplies), works and services with the aim of open, non discriminatory and efficient procurement through transparent procedures;

  • CRD IV Implementing Measures means any regulatory capital rules or regulations or other requirements, which are applicable to the Issuer and which prescribe (alone or in conjunction with any other rules, regulations or other requirements) the requirements to be fulfilled by financial instruments for their inclusion in the regulatory capital of the Issuer (on a non-consolidated or consolidated basis) to the extent required by the CRD IV Directive or the CRR, including for the avoidance of doubt and without limitation any regulatory technical standards released from time to time by the European Banking Authority (or any successor or replacement thereof);

  • FOISA means the Freedom of Information (Scotland) Xxx 0000 and any subordinate legislation made under this Act from time to time or any superseding or amending enactments or regulations, together with any guidance and/or codes of practice issued by the Information Commissioner, the Scottish Information Commissioner and/or any relevant government department in relation to such legislation.

  • Small disadvantaged business concern , as used in this clause, means a small business concern that (1) is at least 51 percent unconditionally owned by one or more individuals who are both socially and economically disadvantaged, or a publicly owned business having at least 51 percent of its stock unconditionally owned by one or more socially and economically disadvantaged individuals, and (2) has its management and daily business controlled by one or more such individuals. This term also means a small business concern that is at least 51 percent unconditionally owned by an economically disadvantaged Indian tribe or Native Hawaiian Organization, or a publicly owned business having at least 51 percent of its stock unconditionally owned by one or more of these entities, which has its management and daily business controlled by members of an economically disadvantaged Indian tribe or Native Hawaiian Organization, and which meets the requirements of 13 CFR 124.

  • CRD IV Regulation means Regulation (EU) No. 575/2013 on prudential requirements for credit institutions and investment firms of the European Parliament and of the Council of June 26, 2013, as the same may be amended or replaced from time to time.

  • Capital Regulations means, at any time, the regulations, requirements, guidelines and policies relating to capital adequacy of the FSA then in effect;

  • Corrective Measure means a last resort measure taken by all NEMOs in case of performance degradation of the price coupling algorithm or of the continuous trading matching algorithm with the aim to restore their adequate performance.

  • Resource Adequacy Rulings means CPUC Decisions 00-00-000, 00-00-000, 00-00-000, 06- 06-024, 00-00-000 and any subsequent CPUC ruling or decision, or any other resource adequacy laws, rules or regulations enacted, adopted or promulgated by any applicable Governmental Authority, as such CPUC decisions, rulings, laws, rules or regulations may be amended or modified from time to time during the Term.