Net Operating Loss Carryforward Sample Clauses

Net Operating Loss Carryforward. To the best of the Company’s knowledge after performing initial research and calculating beneficial ownership of the Company’s securities by persons solely on the basis of their Exchange Act filings, (i) the Company and each of its Subsidiaries have not experienced, and will not experience after the issuance of stock pursuant to this Agreement, an “ownership change” within the meaning of Section 382 of the Internal Revenue Code (an “Ownership Change”); (ii) the ability of the Company and each of its Subsidiaries to use net operating losses realized in the current taxable year, net operating loss carryforwards, tax credits and other tax attributes is not, and will not after the issuance of stock pursuant to this Agreement, be limited by Section 382 or otherwise for Federal income tax purposes; (iii) the Company does not believe that it (or any of its Subsidiaries) is likely to experience an Ownership Change based upon the stock issuance pursuant to this Agreement and all other contemplated transactions, including, for the avoidance of doubt, contemplated transactions that are not yet subject to a legally binding agreement to which the Company (or any of its Subsidiaries) may be a party, including but not limited to any contemplated transactions involving the issuance by the Company (or any of its Subsidiaries) of its stock, options or other securities.

Net Operating Loss Carryforward. The Company, as stated in the financial statements, as of December 31, 2009, has available for Federal income tax purposes a net operating loss carry forward of approximately $165 million, expiring in the year 2028, that may be used to offset future taxable income. The Company believes this to be true and accurate.

Net Operating Loss Carryforward. Purchaser acknowledges and agrees that notwithstanding any other provision of this Agreement, no representation or warranty is being made by any of the Sellers in this Agreement with respect to the amount of and availability to the Corporation or the Purchaser after the Closing Date of the Corporation's net operating loss carryforwards for federal income tax purposes.

Net Operating Loss Carryforward. The information contained in the Schedule of Exceptions regarding the application of Section 382 of the Code to the Company's federal net operating loss carryforward is true and correct to the Company's knowledge.

Net Operating Loss Carryforward. The information contained on Schedule 4.27 regarding the net operating loss carryforward or otherwise provided to Buyer regarding the application of Section 382 of the Code to Linkstar Corporation’s federal net operating loss carryforward is true and correct.

Net Operating Loss Carryforward. Prior to the Closing Date, Enterprises shall have received a written opinion acceptable to Enterprises, in its sole discretion, from Deloitte & Touche, LLP or any other accounting firm acceptable to Enterprises, to the effect that (i) as of March 31, 1998, the net operating loss carryforward of AUGI will be no less than $19 million, (ii) the accrual or receipt of all or any portion of the anticipated $2.0 million tax refund referred to in Section 5.1(b) above shall not reduce or otherwise adversely impact AUGI's net operating loss or other favorable tax attributes, and (iii) taking into account the transactions contemplated by this Agreement, the use of AUGI's net operating loss carry forward referred to in (i) above will not be subject to limitation under Sections 269, 382, 384, 1502, or any other provision under the Internal Revenue Code of 1986, as amended, or the Treasury Regulations promulgated thereunder.