Section 382 Study Clause Samples

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Section 382 Study. Seller and Buyer shall cooperate in the preparation of an analysis of whether Antero Midstream has undergone one or more ownership changes under Section 382 of the Code and, if such an ownership change has occurred, a determination of the amount of the “section 382 limitation” and “net unrealized built-in gain” as of the date or dates of such ownership change or changes (as those terms are defined in Section 382 of the Code), and the amount, if any, by which (i) the federal, state and local income Tax due from Antero Midstream for the taxable year that includes the Closing Date as a result of the sale contemplated by the Centrahoma Purchase Agreement, exceeds (ii) the federal, state and local income Tax that would have been due from Antero Midstream as a result of such sale absent any such ownership change (such excess, subject to the reduction described in Section 9.2(l), is referred to as the “Centrahoma Section 382 Tax”). Seller shall provide to Buyer a written report of the results of such analysis (the “Draft Section 382 Study”) for Buyer’s review and comment, and if the Centrahoma Section 382 Tax would exceed $1,000,000 (prior to the application of the reduction described in Section 9.2(l)), Seller shall also provide to Buyer written notice indicating whether or not Seller waives the application of the condition to Seller’s obligation to consummate the transactions contemplated by this Agreement pursuant to Section 9.2(l), no later than 5 Business Days before the Closing Date. Seller shall give due consideration to any comments to the Draft Section 382 Study received from Buyer and deliver a final Section 382 Study (the “Section 382 Study”) to Buyer prior to the Closing Date.
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Section 382 Study. On or prior to the Closing Date, the Company shall cause an independent tax accounting firm of national standing to prepare, at the Company’s expense, an analysis of any limitation existing under Sections 382 or 383 of the Code with respect to the Company and its subsidiaries’ ability to utilize net operating losses or other tax attributes of the Company and its subsidiaries to offset taxable income or taxes, as applicable, on Tax Returns filed by the Company or its subsidiaries in the Pre-Closing Tax Period (such analysis, the “Section 382 Study”). If the Section 382 Study concludes that such a limitation existed for any Pre-Closing Tax Period, the Company shall cause to be computed the amount of additional Taxes, if any, that would have been shown as due on any Tax Returns filed by the Company or its subsidiaries in the Pre-Closing Tax Period if such limitation had been reflected in the preparation of such Tax Returns (such additional Taxes, if any, the “Section 382 Tax Amount”).
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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.
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Section 382 Study. (a) The parties agree that the benchmark value of the annual limitation on the usage of NOLs under Code Sections 382 and 383 shall be set at $1,868,000 (the “Benchmark Annual Limitation“) which Benchmark Annual Limitation produces an NOL value of $2,974,000 (the “Benchmark NOL Value“), which Benchmark NOL Value was calculated in accordance with the methodology set forth on Exhibit 4.12 to this Agreement. (b) Not later than two (2) months following the Closing Date, the Sellers shall furnish the Buyer with a study (the “Study“), performed by Deloitte & Touche, LLP opining on the application of Code Sections 382 and 383 to the NOLs of the Company and its Subsidiaries. Deloitte & Touche LLP will arrive to at least a “more likely than not” level of comfort in its opinion on the application of Code Sections 382 and 383 to the NOLs of the Ricon Companies. The parties agree that, to the extent that the Study results in a determination that the annual usage limitation on NOLs under Code Sections 382 and 383 (the “Actual Usage Limitation“) is less than the Benchmark Annual Limitation, an impairment to the value of the Benchmark NOL Value exists (an “NOL Impairment“). The parties further agree that the actual value of such NOL Impairment (the “NOL Impairment Value“) shall be determined by recalculating the NOL value by applying the Actual Usage Limitation according to the methodology set forth on Exhibit 4.12 to this Agreement and subtracting it from the Benchmark NOL Value. The difference between the Benchmark NOL Value and the recalculated NOL value will be the NOL Impairment Value. The parties further agree that the amount of the NOL Impairment Value shall constitute a “Loss” with respect to which Buyer shall be entitled to indemnification pursuant to Article VI of this Agreement. (c) For purposes of this Section 4.12, all references to “NOLs” shall be deemed to include all U.S. federal, state and local Tax net operating losses and credit carryforwards. (d) With respect to any Tax Returns of the Ricon Companies that have not been filed prior to the conclusion of the Study, the Buyer shall prepare or cause to be prepared and file or cause to be filed such Tax Returns consistent with the results of the Study and subject to the proviso in Section 4.7(e)(i). To the extent past Tax Returns have not been filed consistent with the results of the Study, the Buyer shall prepare and file or cause to be prepared and filed amended Tax Returns of the applicable Ricon Companie...
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Section 382 Study. The Company shall have provided Parent with the Section 382 Study in form and substance reasonably acceptable to Parent.
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Section 382 Study. The Company will engage Ernst & Young LLP to conduct, and will use its commercially reasonable efforts to cause Ernst & Young LLP to complete prior to the Closing, a written study to assess (a) whether the Company or any of its domestic Subsidiaries has undergone an ownership change (as such term is defined by section 382(g) of the Code), and (b) if one or more ownership changes has occurred, (i) the dates of the ownership changes, (ii) the section 382 limitations (as such term is defined by Code section 382(b)) applicable to the ownership changes and (iii) the amounts and expiration dates for any net operating losses or credits that are subject to the section 382 limitations. Notwithstanding anything in this Agreement to the contrary (including Section 7.1), satisfaction of the obligations set forth in this Section 6.21 shall not be a condition precedent to the obligation of any Party to consummate the transactions contemplated by this Agreement, and any delay in the completion of the study for any reason shall not be a basis for any Party to delay consummating the transactions contemplated by this Agreement.
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Section 382 Study. Within sixty (60) days following the Closing Date, the Purchaser shall cause the Section 382 Accounting Firm, at the Purchaser’s expense, to prepare a report that concludes whether the Company has undergone an “ownership change” prior to the Agreement Date within the meaning of Section 382(g) of the Code (a “Section 382 Ownership Change”) and whether there currently are limitations on the utilization of the net operating losses, built-in losses, capital losses, tax credits or other similar items of the Company under Sections 382, 383 or 384 of the Code (a “Section 382 Study”) and to provide the Section 382 Study to the Purchaser and the Equityholder Representative. Each of the Equityholder Representative and the Company shall cooperate with the Section 382 Accounting Firm in connection with the preparation of such Section 382 Study. Each of the Purchaser, the Equityholder Representative and the Company Equityholders shall (i) be bound by the Section 382 Study, (ii) with respect to the Purchaser, prepare and file, and cause its Affiliates to prepare and file, their Tax Returns on a basis consistent with the Section 382 Study, and (iii) not take any position, or cause their respective Affiliates to take any position, inconsistent with the Section 382 Study on any Tax Return, in any audit or proceeding before any Governmental Authority or in any report made for Tax purposes; provided that, notwithstanding anything in this Section 5.13 to the contrary, the parties shall be permitted to take a position inconsistent with that set forth in this Section 5.13 if required to do so by a final and nonappealable decision, judgment, decree or other order by any court of competent jurisdiction or other Governmental Authority. In the event (x) the Section 382 Study concludes that the Company has undergone a Section 382 Ownership Change, and (y) such Section 382 Ownership Change has resulted in a Tax liability for the Company for fiscal year 2016 or 2017 (a “Section 382 Liability”), the Section 382 Escrow Fund shall be available to satisfy any indemnity obligations of the Company Equityholders for such Section 382 Liability pursuant to Section 7.1(a). For the avoidance of doubt, no amounts may be withdrawn from the Section 382 Escrow Fund for any purpose other than to satisfy any indemnity obligations of the Company Equityholders for a Section 382 Liability.
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Related to Section 382 Study

  • Clinical Studies The animal and other preclinical studies and clinical trials conducted by the Company or on behalf of the Company were, and, if still pending are, to the Company’s knowledge, being conducted in all material respects in compliance with all Applicable Laws and in accordance with experimental protocols, procedures and controls generally used by qualified experts in the preclinical study and clinical trials of new drugs and biologics as applied to comparable products to those being developed by the Company; the descriptions of the results of such preclinical studies and clinical trials contained in the Registration Statement and the Prospectus are accurate and complete in all material respects, and, except as set forth in the Registration Statement and the Prospectus, the Company has no knowledge of any other clinical trials or preclinical studies, the results of which reasonably call into question the clinical trial or preclinical study results described or referred to in the Registration Statement and the Prospectus when viewed in the context in which such results are described; and the Company has not received any written notices or correspondence from the FDA, the EMA, or any other domestic or foreign governmental agency requiring the termination, suspension or modification of any preclinical studies or clinical trials conducted by or on behalf of the Company that are described in the Registration Statement and the Prospectus or the results of which are referred to in the Registration Statement and the Prospectus.

  • Clinical Trials The studies, tests and preclinical and clinical trials conducted by or on behalf of, or sponsored by, the Company, or in which the Company has participated, that are described in the Registration Statement or the Prospectus, or the results of which are referred to in the Registration Statement or the Prospectus, were and, if still pending, are being conducted in all material respects in accordance with protocols, procedures and controls pursuant to, where applicable, accepted professional and scientific standards for products or product candidates comparable to those being developed by the Company and all applicable statutes, rules and regulations of the FDA, the EMA, Health Canada and other comparable regulatory agencies outside of the U.S. to which they are subject, including, without limitation, 21 C.F.R. Parts 50, 54, 56, 58, 312, and 812; the descriptions of the results of such studies, tests and trials contained in the Registration Statement or the Prospectus do not contain any misstatement of a material fact or omit a material fact necessary to make such statements not misleading; the Company has no knowledge of any studies, tests or trials not described in the Registration Statement or the Prospectus the results of which reasonably call into question in any material respect the results of the studies, tests and trials described in the Registration Statement or Prospectus; and the Company has not received any notices or other correspondence from the FDA, EMA, Health Canada or any other foreign, state or local governmental body exercising comparable authority or any Institutional Review Board or comparable authority requiring or threatening the termination, suspension or material modification of any studies, tests or preclinical or clinical trials conducted by or on behalf of, or sponsored by, the Company or in which the Company has participated, and, to the Company’s knowledge, there are no reasonable grounds for the same. Except as disclosed in the Registration Statement and the Prospectus, there has not been any violation of law or regulation by the Company in its respective product development efforts, submissions or reports to any regulatory authority that could reasonably be expected to require investigation, corrective action or enforcement action.

  • Study An application for leave of absence for professional study must be supported by a written statement indicating what study or research is to be undertaken, or, if applicable, what subjects are to be studied and at what institutions.

  • Tests and Preclinical and Clinical Trials The preclinical studies and clinical trials conducted by or, to the Company’s knowledge, on behalf of the Company, that are described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, as applicable, and are intended to be or have been submitted to FDA or other comparable governmental entities, were and, if still ongoing, are being conducted in all material respects in accordance with experimental protocols, applicable Authorizations, and Applicable Laws, including, without limitation, the Federal Food, Drug and Cosmetic Act and the rules and regulations promulgated thereunder and, for studies submitted to regulatory authorities for approval, in all material respects, current Good Clinical Practices and Good Laboratory Practices and any applicable rules and regulations of the jurisdiction in which such trials and studies are being conducted; the descriptions of the results of such studies and trials contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus are, to the Company’s knowledge, accurate and complete and fairly present the data derived from such studies and trials in all material respects; except to the extent disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any studies or trials, the results of which the Company believes materially call into question the study or trial results described or referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus when viewed in the context in which such results are described and the clinical stage of development; and, except to the extent disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus, the Company has not received any written notices or correspondence from the FDA or any governmental entity requiring the termination or suspension of any preclinical studies or clinical trials conducted by or on behalf of the Company, other than ordinary course communications with respect to modifications in connection with the design and implementation of such trials, copies of which communications have been made available to you.

  • Development Plans Customer has provided Provider with a report attached hereto as Exhibit D (the “Current Development Plan”) describing in detail, as of January 1, 2017, the planned development, drilling, production, processing, treating, marketing and other activities to take place with respect to Dedicated Production and Customer Injected NGLs for the applicable Development Period. The information contained in the Current Development Plan is, with respect to the first three Years covered by the Current Development Plan, on a Quarter-by-Quarter basis, and with respect to the remaining Years covered by the Current Development Plan, on a Year-by-Year basis. The Current Development Plan attached hereto has been approved by the Parties. (a) From time to time during each Year of the Term, the Parties shall meet to discuss the planned development, drilling, production, processing, treating, marketing and other activities that Customer expects to take place with respect to Dedicated Production and Customer Injected NGLs for the then-applicable Development Period. Customer and Provider shall each make their respective representatives available to participate in such meetings and discussions. No later than August 1 of each such Year, Customer shall provide (or cause to be provided) to Provider a proposed update of the then-currently agreed Development Plan, prepared on the same basis as the Current Development Plan and describing in detail the planned development, drilling, production, processing, treating, marketing and other activities to take place with respect to Dedicated Production and Customer Injected NGLs for the then-applicable Development Period (any such update, an “Updated Development Plan” and, together with the Current Development Plan, each, a “Development Plan”). (b) Each proposed Development Plan shall include information as to the following, in each case, broken out, with respect to the first three Years covered by such Development Plan, on a Quarter-by-Quarter basis, and, with respect to the remaining Years covered by such Development Plan, on a Year-by-Year basis: (i) forward-looking production estimates for the applicable time period covered by such Development Plan for all Customer Gas and Customer Injected NGLs (A) that Customer reasonably and in good faith believes will become owned or Controlled by Customer during the time period covered by such Development Plan, and/or (B) that will be produced from (I) in the aggregate, all ▇▇▇▇▇ then-existing and (II) in the aggregate, all ▇▇▇▇▇ that are expected to be drilled during the time period covered by such Development Plan (each such Well reflected in such Development Plan, a “Planned Well” and, such collective estimates described in subsections (A) and (B), both with respect to a particular Quarter and an entire Year, the “Dedicated Production Estimates”); TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). (ii) (A) each new receipt point (including the location thereof) proposed by Customer with respect to the Dedicated Production Estimate reflected in such Development Plan (each such receipt point, a “Planned Receipt Point”), (B) each Receipt Point at which Customer expects to Tender Customer Gas or Customer Injected NGLs reflected in such Development Plan into the TGP System, and (C) the estimated portion of the Dedicated Production Estimate contained in such Development Plan that Customer expects to Tender at each such Receipt Point and Planned Receipt Point; (iii) (A) each new delivery point (including the location thereof) proposed by Customer with respect to the Dedication Production Estimate reflected in such Development Plan (each such delivery point, a “Planned Delivery Point”), (B) each Delivery Point at which Customer expects to Nominate Customer Residue Gas or Customer NGLs produced from the Dedicated Production Estimate reflected in such Development Plan to be redelivered to Customer, and (C) the estimated volumes of Customer Residue Gas and Customer NGLs produced from the Dedication Production Estimate contained in such Development Plan that Customer expects to Nominate to each such Delivery Point; (iv) the earliest date on which each Planned Receipt Point and Planned Delivery Point included in the Development Plan is required by Customer to be placed into service, which date shall not be earlier than three Months after the January 1st that is immediately subsequent to the date that the Development Plan that initially reflected such Planned Receipt Point or Planned Delivery Point was delivered to Provider hereunder; (v) the anticipated characteristics of the production from the ▇▇▇▇▇ and Planned ▇▇▇▇▇ reflected in such Development Plan (including liquids content and gas and liquids composition) and the projected production volumes and production pressures applicable thereto; provided that Customer may utilize the existing and historical production information from similarly situated ▇▇▇▇▇; (vi) any (A) proposed revision to the then-existing Dedicated Area and/or any then-existing Dedicated Contract and/or (B) any new contract that Customer proposes to be a Dedicated Contract; and (vii) other information reasonably requested by Provider that is relevant to the design, construction, and operation of the TGP System, including (A) any applicable Plant Expansion or Facilities Modification proposed by Customer, (B) the relevant Receipt Point and Planned Receipt Point facilities applicable to such Development Plan, and (C) the relevant Delivery Point and Planned Delivery Point facilities applicable to such Development Plan. TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**).