Common use of Section 382 Clause in Contracts

Section 382. Notwithstanding the provisions of Section 5.12 of this Agreement, the Purchaser shall not take any action, including the exercise of any right granted under Section 5.12 of this Agreement, if the Corporation determines that the exercise of such right would trigger an ownership change of the Corporation under Section 382(g) of the Internal Revenue Code of 1986, as amended. The Corporation shall provide within seven (7) days to the Purchaser its written analysis reflecting the Section 382 effects of the proposed transfer.