Common use of Valuation of Common Stock Clause in Contracts

Valuation of Common Stock. (i) Purchaser understands that the Stock has been valued by the Company's Board of Directors and that the Company believes this valuation represents a fair attempt at reaching an accurate appraisal of its worth. Purchaser understands, however, that the Company can give no assurances that such price is in fact the fair market value of the Stock, and that it is possible that, with the benefit of hindsight, the Internal Revenue Service would successfully assert that the value of the Stock on the date of purchase is substantially greater than so determined. (ii) If the Internal Revenue Service were to succeed in a tax determination that the Stock had a value greater than that upon which this transaction is based, the additional value would constitute ordinary income to Purchaser as of the date of its receipt. The additional taxes (and interest) due would be payable by Purchaser. There is no provision for the Company to reimburse Purchaser for that tax liability, and Purchaser assumes all responsibility therefor. Furthermore, in the event such additional value represents more than twenty-five percent (25%) of Purchaser's gross income for the year in which the value of the shares would be taxable, the Internal Revenue Service would have six (6) years from the due date for filing the return for such year (or the actual filing date of the return if filed thereafter) within which to assess Purchaser the additional tax and interest which would then be due. (iii) The Company would have the benefit, in any such transaction, if a determination was made prior to the three (3) year statute of limitations period affecting the Company, of an increase in its deduction for compensation paid, which would offset its operating profits, or, if the Company were not profitable at such time, would create net operating loss carry-forwards arising from operations in that year.

Valuation of Common Stock. (i) Purchaser understands that the Stock has been valued by the Company's Board of Directors and that the Company believes this valuation represents a fair attempt at reaching an accurate appraisal of its worth. ; Purchaser understands, however, that the Company can give no assurances that such price is in fact the fair market value of the Stock, Stock and that it is possible that, with the benefit of hindsight, the Internal Revenue Service would successfully assert that the value of the Stock common stock on the date of purchase is substantially greater than so determined. (ii) . If the Internal Revenue Service were to succeed in a tax determination that the Stock received had a value greater than that upon which this the transaction is was based, the additional value would constitute ordinary income to Purchaser as of the date of its receipt. The additional taxes (and interest) due would be payable by Purchaser. There , and there is no provision for the Company to reimburse Purchaser him for that tax liability, and Purchaser assumes all responsibility thereforfor such potential tax liability. Furthermore, in In the event such additional value represents would represent more than twenty-five percent (25%) of Purchaser's ’s gross income for the year in which the value of the shares would be were taxable, the Internal Revenue Service would have six (6) years from the due date for filing the return for such year (or the actual filing date of the return if filed thereafter) within which to assess Purchaser the additional tax and interest which would then be due. (iii) . The Company would have the benefit, in any such transaction, if a determination was made prior to the three (3) year statute of limitations period affecting the Company, of an increase in its deduction for compensation paid, which would offset its operating profits, or, if the Company were not profitable at such timeprofitable, would create net operating loss carry-forwards carry forward arising from operations in that year.

Valuation of Common Stock. (i) Purchaser understands that the Stock has been valued by the Company's Board of Directors and that the Company Corporation believes this valuation represents a fair attempt at reaching an accurate appraisal of its worth. ; Purchaser understands, however, that the Company Corporation can give no assurances that such price is in fact the fair market value of the Stock, Stock and that it is possible that, with the benefit of hindsight, the Internal Revenue Service would could successfully assert that the value of the Stock common stock on the date of purchase is substantially greater than so determined. (ii) . If the Internal Revenue Service were to succeed in a tax determination that the Stock received had a value greater than that upon which this the transaction is was based, the additional value would constitute ordinary income to Purchaser as of the date of its receipt. The additional taxes (and interest) due would be payable by Purchaser. There , and there is no provision for the Company Corporation to reimburse Purchaser for that tax liability, and Purchaser assumes all responsibility thereforfor such potential tax liability. FurthermoreUnder current law, in the event such additional value represents would represent more than twenty-five 25 percent (25%) of Purchaser's gross income for the year in which the value of the shares would be were taxable, the Internal Revenue Service would have six (6) years from the due date for filing the return for such year (or the actual filing date of the return if filed thereafter) within which to assess Purchaser the additional tax and interest which would then be due. (iii) . The Company Corporation would have the benefit, in any such transaction, if a determination was made prior to the three (3) year statute of limitations period affecting the CompanyCorporation, of an increase in its deduction for compensation paid, which would offset its operating profits, or, if the Company were not profitable at such timeprofitable, would create net operating loss carry-forwards carry forward arising from operations in that year.

Valuation of Common Stock. (i) Purchaser understands that the Stock price paid for the Shares has been valued by the Company's Board of Directors and that the Company believes this valuation represents a fair attempt at reaching an accurate appraisal of its their worth. ; Purchaser understands, however, that the Company can give no assurances that such price is in fact the fair market value of the Stock, Shares and that it is possible that, with the benefit of hindsight, the Internal Revenue Service would successfully assert that the value of the Stock Shares on the date of purchase is substantially greater than so determined. (ii) . If the Internal Revenue Service were to succeed in a tax determination that the Stock Shares received had a value greater than that upon which this the transaction is was based, the additional value would constitute ordinary income to Purchaser as of the date of its receipt. The additional taxes (and interest) due would be payable by Purchaser. There , and there is no provision for the Company to reimburse Purchaser him for that tax liability, and Purchaser assumes all responsibility thereforfor such potential tax liability. Furthermore, in In the event that such additional value represents would represent more than twenty-five percent (25%) of Purchaser's ’s gross income for the year in which the value of the shares would be Shares was taxable, the Internal Revenue Service would have six (6) years from the due date for filing the return for such year (or the actual filing date of the return if filed thereafter) within which to assess Purchaser the additional tax and interest which would then be due. (iii) . The Company would have the benefit, in any such transaction, if a determination was made prior to the three (3) year statute of limitations period affecting the Company, of an increase in its deduction for compensation paid, which would offset its operating profits, or, if the Company were not profitable at such timeprofitable, would create net operating loss carry-forwards carry forward arising from operations in that year.

Valuation of Common Stock. (i) Purchaser understands that the Stock has Shares have been valued by the Company's Board of Directors and that the Company believes this valuation represents a fair attempt at reaching an accurate appraisal of its their worth. ; Purchaser understands, however, that the Company can give no assurances that such price is in fact the fair market value of the Stock, Shares and that it is possible that, with the benefit of hindsight, the Internal Revenue Service would successfully assert that the value of the Stock Shares on the date of purchase is substantially greater than so determined. (ii) . If the Internal Revenue Service were to succeed in a tax determination that the Stock Shares received had a value greater than that upon which this the transaction is was based, the additional value would constitute ordinary income to Purchaser as of the date of its receipt. The additional taxes (and interest) due would be payable by Purchaser. There , and there is no provision for the Company to reimburse Purchaser him for that tax liability, and Purchaser assumes all responsibility thereforfor such potential tax liability. Furthermore, in In the event that such additional value represents would represent more than twenty-five 25 percent (25%) of Purchaser's gross income for the year in which the value of the shares would be Shares was taxable, the Internal Revenue Service would have six (6) years from the due date for filing the return for such year (or the actual filing date of the return if filed thereafter) within which to assess Purchaser the additional tax and interest which would then be due. (iii) . The Company would have the to benefit, in any such transaction, if a determination was made prior to the three (3) year statute of limitations period affecting the Company, of an increase in its deduction for compensation paid, which would offset its operating profits, or, if the Company were not profitable at such timeprofitable, would create net operating loss carry-forwards carry forward arising from operations in that year.

Valuation of Common Stock. (i) Purchaser understands that the Stock has Shares ------------------------- have been valued by the Company's Board of Directors and that the Company believes this valuation represents a fair attempt at reaching an accurate appraisal of its their worth. ; Purchaser understands, however, that the Company can give no assurances that such price is in fact the fair market value of the Stock, Shares and that it is possible that, with the benefit of hindsight, the Internal Revenue Service would successfully assert that the value of the Stock Shares on the date of purchase is substantially greater than so determined. (ii) . If the Internal Revenue Service were to succeed in a tax determination that the Stock Shares received had a value greater than that upon which this the transaction is was based, the additional value would constitute ordinary income to Purchaser as of the date of its his receipt. The additional taxes (and interest) due would be payable by Purchaser. There , and there is no provision for the Company to reimburse Purchaser him for that tax liability, and Purchaser assumes all responsibility thereforfor such potential tax liability. Furthermore, in In the event that such additional value represents would represent more than twenty-five 25 percent (25%) of Purchaser's gross income for the year in which the value of the shares would be Shares was taxable, the Internal Revenue Service would have six (6) years from the due date for filing the return for such year (or the actual filing date of the return if filed thereafter) within which to assess Purchaser the additional tax and interest which would then be due. (iii) . The Company would have the benefit, in any such transaction, if a determination was made prior to the three (3) year statute of limitations period affecting the Company, of an increase in its deduction for compensation paid, which would offset its operating profits, or, if the Company were not profitable at such timeprofitable, would create net operating loss carry-forwards carry forward arising from operations in that year.

Valuation of Common Stock. (i) Purchaser understands that the Stock has Shares have been valued by the Company's Board of Directors and that the Company believes this valuation represents a fair attempt at reaching an accurate appraisal of its their worth. ; Purchaser understands, however, that the Company can give no assurances that such price is in fact the fair market value of the Stock, Shares and that it is possible that, with the benefit of hindsight, the Internal Revenue Service would successfully assert that the value of the Stock Shares on the date of purchase is substantially greater than so determined. (ii) . If the Internal Revenue Service were to succeed in a tax determination that the Stock Shares received had a value greater than that upon which this the transaction is was based, the additional value would constitute ordinary income to Purchaser as of the date of its receipt. The additional taxes (and interest) due would be payable by Purchaser. There , and there is no provision for the Company to reimburse Purchaser for that tax liability, and Purchaser assumes all responsibility thereforfor such potential tax liability. Furthermore, in In the event that such additional value represents would represent more than twenty-five percent (25%) percent of Purchaser's gross income for the year in which the value of the shares would be Shares was taxable, the Internal Revenue Service would have six (6) years from the due date for filing the return for such year (or the actual filing date of the return if filed thereafter) within which to assess Purchaser the additional tax and interest which would then be due. (iii) . The Company would have the benefit, in any such transaction, if a determination was made prior to the three (3) year statute of limitations period affecting the Company, of an increase in its deduction for compensation paid, which would offset its operating profits, or, if the Company were not profitable at such timeprofitable, would create net operating loss carry-forwards carry forward arising from operations in that year.

Valuation of Common Stock. (i) Purchaser understands that the Stock has Shares have been valued by the Company's Board of Directors and that the Company believes this valuation represents a fair attempt at reaching an accurate appraisal of its their worth. ; Purchaser understands, however, that the Company can give no assurances that such price is in fact the fair market marker value of the Stock, Shares and that it is possible that, with the benefit of hindsight, the Internal Revenue Service would successfully assert that the value of the Stock Shares on the date of purchase is substantially greater than so determined. (ii) . If the Internal Revenue Service were to succeed in a tax determination that the Stock Shares received had a value greater than that upon which this the transaction is was based, the additional value would constitute ordinary income to Purchaser as of the date of its receipt. The additional taxes (and interest) due would be payable by Purchaser. There , and there is no provision for the Company to reimburse Purchaser him for that tax liability, and Purchaser assumes all al1 responsibility thereforfor such potential tax liability. Furthermore, in In the event that such additional value represents would represent more than twenty-five 25 percent (25%) of Purchaser's gross income for the year in which the value of the shares would be Shares was taxable, the Internal Revenue Service would have six (6) years from the due date for filing the return for such year (or the actual filing date of the return if filed thereafter) within which to assess Purchaser the additional tax and interest which would then be due. (iii) . The Company would have the to benefit, in any such transaction, if a determination was made prior to the three (3) year statute of limitations period affecting the Company, of an increase in its deduction for compensation paid, which would offset its operating profits, or, if the Company were not profitable at such timeprofitable, would create net operating loss carry-forwards carry forward arising from operations in that year.