Net Operating Loss. After giving effect to the special allocations set forth in Section 5.3 and Section 5.4, Net Operating Loss for any Fiscal Year will be allocated to the Partners in the following order and priority:
(a) First, 100% to the holders of the Common LP Interests, Pro Rata, until the Adjusted Capital Account of each Common Limited Partner is equal to zero;
(b) Second, 100% to the holders of the Preferred LP Interests, Pro Rata, until the Adjusted Capital Account of each Preferred Limited Partner is equal to zero; and
(c) Third, the balance, if any, to the General Partner.
Net Operating Loss. Except as otherwise provided herein, Net Operating Loss of the Partnership for each fiscal year or other applicable period shall be allocated as follows:
(1) To the Partners in accordance with their respective Percentage Interests.
(2) Notwithstanding subparagraph 1(b)(1) hereof, to the extent any Net Operating Loss allocated to a Partner under subparagraph 1(b)(1) hereof or this subparagraph 1(b)(2) would cause such Partner (hereinafter, a "Restricted Partner") to have an Adjusted Capital Account Deficit as of the end of the fiscal year to which such Net Operating Loss relates, such Net Operating Loss shall not be allocated to such Restricted Partner and instead shall be allocated to the other Partner(s) (hereinafter, the "Permitted Partners") pro rata in accordance with their relative Percentage Interests.
Net Operating Loss. Borrower's Net Operating Loss for the twelve (12) month period ended December 31, 1996 shall not be greater than One Million Five Hundred Two Thousand Dollars ($1,502,000.00).
Net Operating Loss. Except as otherwise provided herein, Net Operating Loss for any fiscal year or other applicable period shall be allocated in the following order and priority:
(i) First, to the Partners in accordance with their respective Percentage Interests until the Capital Account balances of the Limited Partners are reduced to zero (for purposes of this calculation, each Partner’s Capital Account balance shall be credited with the amount such Partner is obligated to restore pursuant to the provisions of Section 1.704-1(b)(2)(ii)(c) of the Regulations, or is deemed to be obligated to restore with respect to any deficit balance pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations);
(ii) Second, to the General Partner until its Capital Account balance has been reduced to zero (for purposes of this calculation, such Partner’s share of Partnership Minimum Gain shall be added back to its Capital Account);
(iii) Thereafter, to the Partners in accordance with their then Percentage Interests;
(iv) Notwithstanding anything to the contrary above, to the extent any Net Operating Loss allocated to a Partner would cause such Partner (hereinafter, a “Restricted Partner”) to have an Adjusted Capital Account Deficit as of the end of the fiscal year to which such Net Operating Loss relates, such Net Operating Loss shall not be allocated to such Restricted Partner and instead shall be allocated to the other Partner(s), pro rata in accordance with their relative Percentage Interests.
Net Operating Loss. Permit or allow a Net Operating Loss of more than One Million Dollars ($1,000,000.00) in any quarterly period or in any amount for any two (2) consecutive quarterly periods in any one (1) fiscal year.
Net Operating Loss. No state or federal “net operating loss” of the Company determined as of the Closing Date is subject to limitation on its use pursuant to Code Section 382 or comparable provisions of state law as a result of any “ownership change” within the meaning of Code Section 382(g) or comparable provisions of any state law occurring prior to the Closing Date.
Net Operating Loss. On the Closing Date, no state or federal net operating loss of EXCO as of the Closing Date would be subject to material limitation, restriction or impairment on its use pursuant to Section 382 of the Code or any comparable provision of any state or local Law, assuming that the Investment is made entirely on the Closing Date at $2 per share.
Net Operating Loss. Based solely on the cumulative owner shifts of which Wang is aware as of the date of this Agreement, Wang has not been subject to an "ownership change" (as defined in Section 382(g) of the Code) which would limit the use of its United States net operating loss ("NOL") under Section 382 of the Code. Based solely on the cumulative owner shifts of which Wang is aware as of the date of this Agreement, the issuance of the Wang Shares pursuant to Section 2.1(b)(ii) herein will not result in an "ownership change" under Section 382(g) of the Code.
Net Operating Loss. NEI and Aptus presently have a net operating loss ("NOL") for fiscal year ended December 31, 1993 equal to or greater than $16,200,000, representing their apportioned share of Seller's NOL for that year. Seller agrees that the amount of the NOL shall equal or exceed $16,200,000. To the extent that it does not, Seller shall provide to Buyer thirty-five percent (35%) of the difference in cash within thirty (30) days of its determination. Buyer and Seller acknowledge that all NOL amounts are subject to adjustment by the IRS and will not be final until the audit covering the relevant period has been completed by the IRS. To the extent that the NOL is less than or equal to $19,200,000, Buyer shall be entitled to retain the full amount. To the extent that the NOL exceeds $19,200,000, Seller shall be entitled to make the appropriate election under the Code to enable it to utilize any amount in excess of $19,200,000, provided that if Seller is unable to utilize such amount, it shall be retained by Buyer, if possible. There shall be no adjustments to Final Adjusted Net Worth under Section 2.3.1 due to any payments by Seller under this Section.
Net Operating Loss. Prior to the third anniversary of the Closing Date, the Company will not (i) amend, or propose an amendment to, the Restatement to amend the restrictions on transfer with respect to the shares of the Company's capital stock, or waive the operation of such restrictions, or (ii) approve any acquisition, sale, issuance, assignment or transfer of its capital stock or options or warrants to purchase shares of its capital stock, unless, in any such event, the Board of Directors determines, after discussion and due deliberation, with the assistance, as necessary or appropriate, of legal, financial, tax, accounting and other advisors, at a duly called meeting, that such event would be in the best interests of the shareholders of the Company.
