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 9.

Tainting Act has the meaning set forth in Section 5.3.

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.
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.
The Generico Parties shall be liable for any Restructuring Taxes that are imposed as a result of a Generico Tainting Act.
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.
IB shall be liable for, and ------------------------------- shall indemnify and hold harmless the Health Care Systems Group and the Semiconductor Equipment Group from and against any liability for, any Restructuring Tax to the extent arising from any breach of Instrument's representations or covenants under Section 10 or any Tainting Act by IB or its Affiliates.

More Definitions of Tainting Act

Tainting Act shall have the meaning provided in Section 10.

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

Tainting Act means a Houston Tainting Act or an Xxxxxxx Tainting Act.

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 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 Tax Sharing Agreement Between Halliburton Co. and KBR, Inc. 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 means any breach, caused by one or more members of the Controlled Group (or their less than wholly-owned subsidiaries), of any written representation or other statement given in connection with an IRS letter ruling or legal opinion obtained by Equifax (relating to the Contribution or Distribution) or contained in Section 2.6.