Common use of Section 382 of the Code Clause in Contracts

Section 382 of the Code. The parties hereto agree and acknowledge that, if the Company and Oak Hill reasonably believe the Closing is likely to result in a "change of control" (as such term is defined in Section 382 of the Code) (a "Section 382 Control Change"), Oak Hill and the Company agree to negotiate in good faith to restructure the transaction terms, in a manner satisfactory to both parties, (i) so as to avoid a Section 382 Control Change, or (ii) in the event a Section 382 Control Change cannot be avoided to assure that the timing and amount of deductions of net operating losses that the Company may claim for federal income tax purposes is not materially adversely affected by reason of such Section 382 Control Change.