Common use of Section 382 Study Clause in Contracts

Section 382 Study. From the date of this Agreement, Seller shall cooperate to enable Buyer to expeditiously conduct, at Buyer’s expense, a study to determine whether prior to Closing there have been any limitations imposed on the utilization of the net operating losses, built-in losses, capital losses, tax credits or other similar items of KUED or the Indian Company under Section 382, 383, or 384 of the Code (or any corresponding or similar provision of state, local or foreign Tax Law). Such study shall be conducted by Ernst & Young under the supervision of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (or his successor as Seller’s primary Ernst & Young contact), a report of such study shall be delivered by Ernst & Young to Buyer in written form with all owners’ identifying information redacted or omitted, and a copy of such written report shall be provided to Seller reasonably promptly after the completion of such study, provided, that in the event that a Governmental Entity requires Buyer to disclose such redacted or omitted information as part of a Tax Contest, (A) Buyer shall, in its sole discretion, either (i) diligently contest the disclosure of such information in good faith or (ii) provide Seller with limited power to contest the disclosure of such information, and (B) in the event efforts to contest the disclosure of such information are unsuccessful, Seller shall provide the redacted or omitted information to the requesting Governmental Entity. Without limiting the applicability of Section 6.02(d) to this Section 6.02(o), Seller shall provide Buyer with such additional information as may be necessary for Buyer to conduct such study.