PracticeWorks Tainting Act definition

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 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 Contribution Transactions as reorganizations described in Section 368(a)(1)(D) of
Sample 1

Examples of PracticeWorks Tainting Act in a sentence

  • 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.

  • 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.

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.

  • 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.

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

  • 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.

  • 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.

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

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