Net Operating Loss Carryforward Sample Clauses

Net Operating Loss Carryforward. The information contained in ------------------------------- the Schedule of Exceptions or otherwise provided to counsel for the Investors regarding the application of Section 382 of the Code to the Company's federal net operating loss carryforward is true and correct to the best of the Company's knowledge.
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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.
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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.
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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.
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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.
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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.
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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.
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Related to Net Operating Loss Carryforward

  • Net Operating Losses In the case of a Deconsolidation Event, notwithstanding any other provision of this Agreement, VMware hereby expressly agrees to elect (under section 172(b)(3) of the Code and, to the extent feasible, any similar provision of any state, local or non-U.S. Tax law, including section 1.1502-21T(b)(3) of the Treasury Regulations) to relinquish any right to carryback net operating losses to any Pre-Deconsolidation Periods of Dell Technologies (in which event no payment shall be due from Dell Technologies to VMware in respect of such net operating losses).

  • Operating Losses To the extent there is an Operating Loss for any calendar month, Owner shall have the right, without any obligation and in its sole discretion, to fund such Operating Loss within twenty (20) days after Manager has delivered notice thereof to Owner and any Operating Loss funded by Owner shall be a “Owner Operating Loss Advance.” If Owner does not fund such Operating Loss, Manager shall have the right, without any obligation and in its sole discretion, to fund such Operating Loss within twenty (20) days after such initial twenty (20) day period, and any Operating Loss so funded by Manager shall be an Additional Manager Advance. If neither party elects to fund such Operating Loss, Manager may elect, by notice to Owner given within thirty (30) days thereafter, to terminate this Agreement, which termination shall be effective thirty (30) days after the date such notice is given; upon such termination, Owner shall pay Manager the Termination Fee, within sixty (60) days of the effective date of termination, as liquidated damages and in lieu of any other remedy of Manager at law or in equity and such termination shall otherwise be in accordance with the provisions of Section 11.09.

  • Funds from Operations As defined by the National Association of Real Estate Investment Trusts, Funds From Operations means net income computed in accordance with GAAP, excluding gains (or losses) from sales of property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures in which the REIT holds an interest.

  • Operating Cash Flow As used in this Agreement, “Operating Cash Flow” shall mean and be defined, for any fiscal period, as all cash receipts of the Partnership from whatever source (but excluding Capital Cash Flow and excluding the proceeds of any Capital Contributions to the Partnership) during such period in question in excess of all items of Partnership expense (other than non-cash expenses such as depreciation) and other cash needs of the Partnership, including, without limitation, amounts paid by the Partnership as principal on debts and advances, during such period, capital expenditures and any reserves (as determined by the Managing General Partner) established or increased during such period. Operating Cash Flow shall be distributed to or for the benefit of the Partners of record as of the applicable record date not less frequently than quarterly, and shall be allocated among the Partners as follows:

  • Property Cash Flow Allocation (a) During any Cash Management Period, all Rents deposited into the Deposit Account during the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority:

  • Net Operating Income For any Real Estate and for a given period, an amount equal to the sum of (a) the rents, common area reimbursements, and service and other income for such Real Estate for such period received in the ordinary course of business from tenants or licensees in occupancy paying rent (excluding pre-paid rents and revenues and security deposits except to the extent applied in satisfaction of tenants’ or licensees’ obligations for rent and any non-recurring fees, charges or amounts including, without limitation, set-up fees and termination fees) minus (b) all expenses paid or accrued and related to the ownership, operation or maintenance of such Real Estate for such period, including, but not limited to, taxes, assessments and the like, insurance, utilities, payroll costs, maintenance, repair and landscaping expenses, marketing expenses, and general and administrative expenses (including an appropriate allocation for legal, accounting, advertising, marketing and other expenses incurred in connection with such Real Estate, but specifically excluding general overhead expenses of REIT and its Subsidiaries, any property management fees and non recurring charges), minus (c) the greater of (i) actual property management expenses of such Real Estate, or (ii) an amount equal to three percent (3.0%) of the gross revenues from such Real Estate excluding straight line leveling adjustments required under GAAP and amortization of intangibles pursuant to FAS 141R, minus (d) all rents, common area reimbursements and other income for such Real Estate received from tenants or licensees in default of payment or other material obligations under their lease, or with respect to leases as to which the tenant or licensee or any guarantor thereunder is subject to any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution, liquidation or similar debtor relief proceeding.

  • Variances From Operating Budget Furnish Agent, concurrently with the delivery of the financial statements referred to in Section 9.7 and each monthly report, a written report summarizing all material variances from budgets submitted by Borrowers pursuant to Section 9.12 and a discussion and analysis by management with respect to such variances.

  • Consolidated Excess Cash Flow Subject to Section 2.14(g), if there shall be Consolidated Excess Cash Flow for any Fiscal Year beginning with the Fiscal Year ending December 31, 2018, the Borrowers shall, within ten Business Days of the date on which the Borrowers are required to deliver the financial statements of Holdings and its Restricted Subsidiaries pursuant to Section 5.1(b), prepay the Loans and/or certain other Obligations as set forth in Section 2.15(b) in an aggregate amount equal to (i) 50% of such Consolidated Excess Cash Flow minus (ii) voluntary prepayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof)); provided, if, as of the last day of the most recently ended Fiscal Year, the Consolidated Total Net Leverage Ratio (determined for such Fiscal Year by reference to the Compliance Certificate delivered pursuant to Section 5.1(c) calculating the Consolidated Total Net Leverage Ratio as of the last day of such Fiscal Year) shall be (A) less than or equal to 4.50:1.00 but greater than 4.00:1.00, the Borrowers shall only be required to make the prepayments and/or reductions otherwise required hereby in an amount equal to (1) 25% of such Consolidated Excess Cash Flow minus (2) voluntary repayments of the Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) made during such Fiscal Year (excluding repayments of revolving First Lien or Refinanced Debt (as defined in the First Lien Credit Agreement) except to the extent the applicable revolving credit commitments are permanently reduced in connection with such repayments) paid from Internally Generated Cash (provided that such reduction as a result of prepayments made pursuant to Section 10.6(k) shall be limited to the actual amount of cash used to prepay principal of Term Loans, First Lien Loans or Refinanced Debt (as defined in the First Lien Credit Agreement) (as opposed to the face amount thereof)) and (B) less than or equal to 4.00:1.00, the Borrowers shall not be required to make the prepayments and/or reductions otherwise required by this Section 2.14(e).

  • Exclusions from Operating Expenses Operating Expenses exclude the following expenditures:

  • Net Loss After giving effect to the special allocations set forth in Section 6.1(d), Net Loss for each taxable period and all items of income, gain, loss and deduction taken into account in computing Net Loss for such taxable period shall be allocated as follows:

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