Net Operating Loss Carryovers Sample Clauses

Net Operating Loss Carryovers. The amount of each Acquired Corporation’s net operating losses, and the dates on which they arose, are set forth in Part 2.10(o) of the Company Disclosure Schedule.
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Net Operating Loss Carryovers. The amount of each Parent and its Subsidiaries’ net operating losses, and the dates on which they arose, are set forth in Part 3.11(o) of the Parent Disclosure Schedule.
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Net Operating Loss Carryovers. Section 3.11(p) of the Company Disclosure Schedule sets forth, as of March 31, 2013, the amount of each Acquired Corporation’s federal, state and local net operating losses, on a consolidated basis. None of such losses is subject to limitation under Section 382 of the Code or otherwise.
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Net Operating Loss Carryovers. Seller may elect for federal income tax purposes to retain any or all net operating loss carryovers and capital loss carryovers of the Company under Treasury Regulation Section 1.1502-20(g) and may also elect under Treasury Regulation Section 1.1502-32(b)(4) to treat as having expired for federal income tax purposes any or all of the Company's net operating loss carryovers and capital loss carryovers from the period prior to Seller's acquisition of the Company. Seller will not elect to retain any net operating loss carryovers or capital loss carryovers of the Company under any state, local or foreign law. If there was an ownership change of Seller under Section 382(g) of the Code and the corresponding provisions of the relevant states' income tax law subsequent to Seller's acquisition of the Company, and if Seller determines, in its sole discretion, that the consolidated limitation of Seller under Section 382 of the Code (and the corresponding provision of such states' income tax law) as a result of such ownership change exceeds zero, then Seller shall, if permitted under state law, elect for state income tax purposes only (and not for federal tax purposes) to apportion to the Company a portion of Seller's consolidated limitation under the provisions state tax law corresponding to Section 382 of the Code. The aggregate amount of such limitation apportioned to the Company for state tax purposes shall be equal to the total amount of such limitation multiplied by a fraction, the numerator of which is the fair market value of the Company as of the time of such ownership change and the denominator of which is the total fair market value of Seller's consolidated group as of the time of such ownership change, in each case as determined by Seller in its sole discretion. Such limitation shall, if necessary, be further apportioned among the relevant states in accordance with applicable state law. Notwithstanding anything herein to the contrary, Seller shall have sole discretion concerning whether to apportion to the Company (i) any portion of Seller's consolidated "net unrealized built-in gain" for state income tax, federal income tax, or any other tax purpose, and (ii) any portion of its consolidated Section 382 limitation for federal income tax purposes.
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Net Operating Loss Carryovers. The amount of each Target Entity’s net operating losses as of December 31, 2013, and the dates on which they arose, are set forth on Schedule 5.4(n) of the Disclosure Schedules.
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Related to Net Operating Loss Carryovers

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

  • Limit on Operating Expenses The Advisor hereby agrees to limit the Fund’s current Operating Expenses to an annual rate, expressed as a percentage of the Fund’s average daily net assets for the month, to the amounts listed in Appendix A (the “Annual Limit”). In the event that the current Operating Expenses of the Fund, as accrued each month, exceed its Annual Limit, the Advisor will pay to the Fund, on a monthly basis, the excess expense within the first ten days of the month following the month in which such Operating Expenses were incurred (each payment, a “Fund Reimbursement Payment”).

  • 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.

  • Cooperation in Loss Recovery Efforts Except as otherwise stated in the Agreement, in the event of any damages for which Bank or Customer may be liable to the other or to a third party with respect to the Service(s), Bank and Customer will undertake commercially reasonable efforts to cooperate with each other (as permitted by applicable law) in performing loss recovery efforts and in connection with any action(s) that the relevant party may be obligated to defend or elect to pursue against a third party.

  • Distributions of Available Cash From Operating Surplus (a) During Subordination Period. Available Cash with respect to any Quarter within the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5 shall, subject to Section 17-607 of the Delaware Act, be distributed as follows, except as otherwise contemplated by Section 5.6 in respect of other Partnership Securities issued pursuant thereto:

  • Operating Expense Payments Landlord shall deliver to Tenant a written estimate of Operating Expenses for each calendar year during the Term (the “Annual Estimate”), which may be revised by Landlord from time to time during such calendar year. During each month of the Term, on the same date that Base Rent is due, Tenant shall pay Landlord an amount equal to 1/12th of Tenant’s Share of the Annual Estimate. Payments for any fractional calendar month shall be prorated.

  • Funds from Operations The ratio of Funds from Operations to Total Debt for such Relevant Entity in any fiscal year is greater than the ratio specified in the Election Sheet; or

  • Operating Expense Limit The Fund’s maximum operating expense limits (each an “Operating Expense Limit”) in any year shall be that percentage of the average daily net assets of the Fund as set forth on Schedule A attached hereto and incorporated by this reference.

  • 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 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 made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the 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 (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 made during such Fiscal Year (excluding repayments of Revolving Loans or Swing Line Loans except to the extent the 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 (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).

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