Tainting Act has the meaning set forth in Section 5.3.

Tainting Act means with respect to either Group (i) any act, failure to act or omission of or by any member of the Group, at a time when it was a member of such Group, that causes any Tax Representation or information submitted to the IRS or with respect to the US Ruling, the Australian Ruling or the Opinion to be inaccurate, or violates any covenant made in connection with the US Ruling, the Australian Ruling or the Opinion; (ii) a failure of any representations made herein by any member of such Group to be true and complete when made; (iii) the breach by any member of such Group of any covenant made herein by such member; or (iv) any other action or omission by any member of such Group, at a time when it was a member of such Group, that is not required pursuant to this Agreement or the Separation and Distribution Agreement, which such member knows or reasonably should expect, after consultation with its tax advisor, may be inconsistent with the Intended Tax Treatment or may give rise to Additional Tax, Restructuring Tax or Distribution Tax;

Tainting Act shall have the meaning provided in Section 10.

Examples of 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.
For the avoidance of doubt, notwithstanding Section 7.02(a) or Section 7.02(b), entering into a Restricted Transaction or a Newco Restricted Transaction shall be treated as a Tainting Act for all purposes of this Agreement, and each Party shall be liable for any Additional Tax, Restructuring Tax or Distribution Tax resulting from any Restricted Transaction or Newco Restricted Transaction in which such Party participates.
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.
Spinco covenants that neither Spinco nor any member of the Spinco Group shall commit or be party to or the subject of any Spinco Tainting Act.
The Generico Parties shall be liable for any Restructuring Taxes that are imposed as a result of a Generico Tainting Act.

More Definitions of Tainting Act

Tainting Act shall have the meaning provided in Section 9.

Tainting Act. “ means a Houston Tainting Act or a Seattle Tainting Act.

Tainting Act has the meaning set forth in Section 5.02(a) of this Agreement.

Tainting Act means (i) any act of omission or commission, including but not limited to, any transaction, representation, or election which would constitute a breach by KBR (or its successors) of the warranties, representations and covenants of Sections 7.02 or 7.03 hereof (without regard to whether a Subsequent Opinion had been obtained); (ii) any breach of any representation or covenant given by KBR in connection with the Private Letter Ruling, Subsequent Ruling, Tax Opinion or Subsequent Opinion which relates to the qualification of the Distribution as a Tax Free Spinoff; or (iii) any transaction involving the stock or assets of KBR (or its successors) occurring after the Deconsolidation Date.

Tainting Act has the meaning set forth in Section 7.03 of this Agreement.

Tainting Act shall have the meaning provided in Article IX.

Tainting Act means (i) any act, failure to act or omission of or by any member of its Group that is inconsistent with the Intended Tax Treatment, the Ruling, the Tax Representations or any covenant or information submitted to the IRS or with respect to the Ruling; (ii) a failure of any of its representations made herein to be true and complete when made; (iii) the breach by any member of its Group of any covenant made herein by it; or (iv) any other action or omission by any member of its Group that is not required pursuant to this Agreement or the Separation Agreement, where such member knows or reasonably should expect, after consultation with is tax advisor, will give rise to Additional Tax, Restructuring Tax, Internal Distribution Tax or Distribution Tax;