Common use of Section 382 Clause in Contracts

Section 382. Upon request of Investor at any time while the Promissory Note is outstanding, Company shall use commercially reasonable efforts to obtain, at Company’s expense, an opinion from its tax advisers that the transactions contemplated under this Agreement do not constitute an “ownership change” within the meaning of 26 U.S. Code § 382. The Company has made reasonably diligent efforts to determine that no “ownership change” has taken place prior to the date of this Agreement.