Common use of Net Operating Loss Clause in Contracts

Net Operating Loss. NEI and Aptus presently have a net operating loss ("NOL") for fiscal year ended December 31, 1993 equal to or greater than $16,200,000, representing their apportioned share of Seller's NOL for that year. Seller agrees that the amount of the NOL shall equal or exceed $16,200,000. To the extent that it does not, Seller shall provide to Buyer thirty-five percent (35%) of the difference in cash within thirty (30) days of its determination. Buyer and Seller acknowledge that all NOL amounts are subject to adjustment by the IRS and will not be final until the audit covering the relevant period has been completed by the IRS. To the extent that the NOL is less than or equal to $19,200,000, Buyer shall be entitled to retain the full amount. To the extent that the NOL exceeds $19,200,000, Seller shall be entitled to make,the appropriate election under the Code to enable it to utilize any amount in excess of $19,200,000, provided that if Seller is unable to utilize such amount, it shall be retained by Buyer, if possible. There shall be no adjustments to Final Adjusted Net Worth under Section 2.3.1 due to any payments by Seller under this Section.

Net Operating Loss. NEI and Aptus presently have a net operating loss ("NOL") for fiscal year ended December 31, 1993 equal to or greater than $16,200,000, representing their apportioned share of Seller's NOL for that year. Seller agrees that the amount of the NOL shall equal or exceed $16,200,000. To the extent that it does not, Seller shall provide to Buyer thirty-five percent (35%) of the difference in cash within thirty (30) days of its determination. Buyer and Seller acknowledge that all NOL amounts are subject to adjustment by the IRS and will not be final until the audit covering the relevant period has been completed by the IRS. To the extent that the NOL is less than or equal to $19,200,000, Buyer shall be entitled to retain the full amount. To the extent that the NOL exceeds $19,200,000, Seller shall be entitled to make,make the appropriate election under the Code to enable it to utilize any amount in excess of $19,200,000, provided that if Seller is unable to utilize such amount, it shall be retained by Buyer, if possible. There shall be no adjustments to Final Adjusted Net Worth under Section 2.3.1 due to any payments by Seller under this Section.