Net Operating Loss Carryforwards. To the best knowledge of HCIA, after consultation with its outside tax accountants, the net operating loss carryforwards of HCIA and its subsidiaries as of the date hereof are in excess of $107,000,000 and constitute valid net carryforwards which have been properly and accurately recorded on the consolidated financial statements of HCIA in accordance with GAAP applied on a consistent basis.
Net Operating Loss Carryforwards. As disclosed in Footnote 17 of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 as filed with the Commission, the Company had the benefit, as of such date, of estimated federal and California net operating loss carryforwards in the approximate respective amounts of $489.4 million and $419.0 million. The actual amount of the Company’s federal and California net operating loss carryforwards as of the Closing Date will not be materially different from those respective estimated amounts as of December 31, 2012. Subject to the accuracy of the representations made by the Purchasers in Sections 4.14 and 4.15 hereof, the consummation of the Transactions, including, without limitation, the issuance of the Notes on the Closing Date, and the issuance of Conversion Shares subsequently to the Closing, will not result in any limitations on the Company’s ability to utilize such net operating loss carryforwards or in any reductions in the amount thereof pursuant to the Code, including Section 382 thereof, and the regulations promulgated by the Department of Treasury thereunder, or any corresponding provisions of the California Revenue and Taxation Code.
Net Operating Loss Carryforwards. Based on its federal tax return for the year ended December 31, 2004, BVCC had available, to its knowledge, a consolidated federal net operating loss carryforward of approximately $55 million. In addition, BVCC has prepared amended tax returns for open years which represent additional consolidated federal net operating loss carryforwards of approximately $73 million. Including amended tax returns not yet filed, to BVCC's knowledge, BVCC had total consolidated federal net operating loss carryforwards of approximately $128 million as of December 31, 2004. None of the loss carryforwards is currently subject to any limitation on use under Code Section 382 or otherwise.
Net Operating Loss Carryforwards. Following the transactions contemplated in Article I of this Agreement, PFP and the Praxis Companies shall have retained and available for use by the PAC Parties following Closing, not less than a total of the Mexican currency equivalent of U.S. $1,886,413 in net operating loss carryforwards which shall not expire until the dates referenced in Schedule 3.17(i) if any and not less than a total of the Mexican currency equivalent of U.S.$82,625 in VAT tax credits which shall not expire until the dates referenced in Schedule 3.17(i) if any and which shall collectively result in a net tax benefit to the PAC Parties of the Mexican currency equivalent of approximately U.S. $621,000.
Net Operating Loss Carryforwards. As of December 31, 2005, the net operating loss carryforwards of the Company available for United Sates federal income tax purposes were $37,622,305 and for North Carolina state income tax purposes were $20,592,942. As of the date hereof, none of the Company’s net operating loss carryforwards as described in the preceding sentence is subject to any limitations on utilization under Sections 269, 382, 383, 384 or 1502 of the Code (or any similar provision of state, local or foreign Law).
Net Operating Loss Carryforwards. Purchaser's good faith estimate of the amount of net operating loss carryforwards projected to be available to Company and its Subsidiaries at Closing shall not be less than $325 million.
Net Operating Loss Carryforwards. To the Knowledge of the Company with due inquiry of Company employees reasonably likely to have knowledge of such matters, (i) the consolidated net operating loss carryforward of the Company and its Subsidiaries as of December 31, 2016 for U.S. federal income tax purposes is not materially smaller than $460,000,000, (ii) with respect to the Subsidiaries of the Company set forth on Section 3.06(h)(i) of the Company Disclosure Letter, the net operating loss carryforwards of such Subsidiaries as of December 31, 2016 for U.S. federal income tax purposes (A) are not materially smaller than the amounts set forth on such Section of the Company Disclosure Letter and (B) represent not materially smaller than 79% of the aggregate net operating loss carryforward attributable to the Hospital Entities (excluding for this purpose the net operating loss carryforwards as of December 31, 2016 of Kindred Nursing Centers East, LLC), (iii) except as set forth in Section 3.06(h)(ii) of the Company Disclosure Letter, no such net operating loss carryforward is subject to limitation pursuant to Section 382 of the Code, (iv) the Company’s U.S. federal income tax consolidated group will recognize an aggregate loss of not materially smaller than $390,000,000, not materially smaller than $370,000,000 of which will be ordinary, for the taxable years ending December 31, 2017 and December 31, 2018 as a result of the SNF Transaction.
Net Operating Loss Carryforwards. At the Effective -------------------------------- Time, prior to giving effect to Prism's anticipated losses subsequent to October 31, 1996, and the administrative expenses of Prism's bankruptcy proceeding, and the cancellation of debt resulting from the issuance of Prism stock to holders of Allowed Claims referred to in Section 2.1(f) of this Agreement, immediately prior to the Merger, Prism shall have federal net operating loss carryforwards of at least Ten Million Dollars ($10,000,000).
Net Operating Loss Carryforwards. Prior to transferring any common stock of Solutia received by Monsanto on the Effective Date in connection with the consummation of the Plan, Monsanto shall consider the potential impact, if any, of such transfer on the net operating loss carryforwards of Solutia. Monsanto shall take commercially reasonable steps, consistent with its business judgment, to structure any such transfer in a manner that is designed to mitigate or eliminate any such potential tax impact. Solutia shall not apply the provisions of Section 382(l)(5) of the Internal Revenue Code of 1986, as amended (“Code”), to the ownership change resulting from the Plan in accordance with Section 382(l)(5)(H) of the Code and Treasury Regulation Section 1.382-9(i) without the prior written consent of Monsanto.
Net Operating Loss Carryforwards. To the Knowledge of the Company, Section 4.06(i) of the Company Disclosure Letter sets forth (i) the consolidated net operating loss carryforward of the Company and its Subsidiaries as of March 31, 2019 for U.S. federal income tax purposes and (ii) the annual “382 limitation” (within the meaning of Section 382 of the Code) in respect of any such net operating loss carryforwards of the Company and its Subsidiaries that are subject to limitation pursuant to Section 382 of the Code and, in each case, such amounts set forth on Section 4.06(i) of the Company Disclosure Letter are materially accurate. Except as set forth on Section 4.06(i) of the Company Disclosure Letter, to the Knowledge of the Company, no net operating loss carryforwards of the Company and its Subsidiaries are subject to limitation pursuant to Section 382 of the Code or any similar provision of state tax law. Except as a result of the transactions contemplated by this Agreement, no “preacquisition loss” (within the meaning of Section 384 of the Code) of the Company or its Subsidiaries that could otherwise be used to offset income attributable to any recognized built-in gains are subject to limitation pursuant to Section 384 of the Code.
