PracticeWorks Tainting Act definition

PracticeWorks 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 3 197 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 PracticeWorks 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 InfoCure or any Person that is an Affiliate of InfoCure immediately before or immediately after such action or actions), or any omission or omissions of any Person (other than InfoCure or any Person that is an Affiliate of InfoCure 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.
Sample 1
PracticeWorks 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 PracticeWorks 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 InfoCure or any Person that is an Affiliate of InfoCure immediately before or immediately after such action or actions), or any omission or omissions of any Person (other than InfoCure or any Person that is an Affiliate of InfoCure 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 for nonrecognition treatment under the Code, (ii) the Contribution Transaction failing to qualify as a reorganization under Section 368(a)(1)(D) of the Code, (iii) the Distribution failing to qualify as a transaction described in Section 355 of the Code or (iv) 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 Distribution.
Sample 1
PracticeWorks 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
Sample 1

Examples of PracticeWorks 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.

  • 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.

Related to PracticeWorks Tainting Act

  • Public Works Act means the Public Works Xxx 0000;

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

  • POPI Act means the Protection of Personal Information Act, 4 of 2013;

  • Cannabis Act means An Act respecting cannabis and to amend the Controlled Drugs and Substances Act, the Criminal Code and other Acts, S.C. 2018, c. 16, as amended from time to time.

  • Cosmetology means the art or practice of embellishment, cleansing, beautification, and styling of hair, wigs, postiches, face, body, or nails.

  • Uniform Standards of Professional Appraisal Practice means the current standards of the appraisal profession, developed for appraisers and users of appraisal services by the Appraisal Standards Board of the Appraisal Foundation.

  • Project Implementing Entity’s Legislation means the Charter of the Municipal Development Fund established pursuant to Decree No. 118 of the Government of Georgia dated July 23, 2005, as amended to date.

  • Planning Act means the Planning Act, R.S.O. 1990, c. P.13, as amended;

  • FW Act means the Fair Work Act 2009, as amended from time to time.

  • School of cosmetology means any premises, building, or part of a building in which students are instructed in the theories and practices of one or more branches of cosmetology.

  • Society Act means the Society Act of the Province of British Columbia from time to time in force and all amendments to it;

  • ACNC Act means the Australian Charities and Not-for-profits Commission Act 2012 (Cth).

  • Academic and professional matters means the following policy development and implementation matters:

  • Reasonable and prudent parent standard means the

  • Mining Act means the Mining Xxx 0000;

  • Enabling Act means Title 4, Chapter 15, as amended, of the South Carolina Code as supplemented by Section 11-27-40 of the South Carolina Code.

  • Health Insurance Portability and Accountability Act means the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191, 110 Stat. 1936, as amended.

  • Disaster Management Act means the Disaster Management Act, 2002 (Act No.57 of 2002)

  • Educator practice instrument means an assessment tool that provides: scales or dimensions that capture competencies of professional performance; and differentiation of a range of professional performance as described by the scales, which must be shown in practice and/or research studies. The scores from educator practice instruments for teaching staff members other than teachers, Principals, Vice Principals, and Assistant Principals may be applied to the teaching staff member’s summative evaluation rating in a manner determined by the school district.

  • HITECH Act means the Health Information Technology for Economic and Clinical Health Act, TitleXIII, Subtitle D, Part 1 & 2 of the American Recovery and Reinvestment Act of 2009.

  • FOI Act means the Freedom of Information Act 2000 and any subordinate legislation made under that Act or any code issued pursuant to sections 45 or 46 of that Act or any guidance issued by the Information Commissioner;

  • Occupational Health and Safety Act means the Occupational Health and Safety Act, 1993 (Act No 85 of 1993);

  • Societies Act means the Societies Act of the Province of British Columbia from time to time in force and all amendments to it;

  • Practice of medicine or osteopathic medicine means the prevention, diagnosis and treatment of

  • Clean air standards, as used in this clause means:

  • Affordable Care Act means the Patient Protection and Affordable Care Act of 2010 (Pub. L. 111–148), as amended by the Health Care and Education Reconciliation Act of 2010 (Pub. L. 111–152).