Inadvertent termination Clause Samples
The Inadvertent Termination clause defines procedures and remedies if a contract is unintentionally ended by one or both parties. Typically, this clause allows a party to correct or reverse an accidental termination within a specified period, provided certain conditions are met, such as giving notice and remedying any underlying issues. Its core function is to prevent the unnecessary loss of contractual rights or obligations due to mistakes or misunderstandings, thereby ensuring continuity and reducing the risk of disruption from administrative errors.
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Inadvertent termination. If the company’s S corporation election is terminated and the termination is inadvertent within the meaning of IRC § 1362(f), each member must make any adjustments required by the Internal Revenue Service in order for the company to be treated as if its S corporation election remained in effect. But no member is required to make any adjustment that will adversely affect the member, considering the position the member would have been in had the company’s S corporation election not terminated, unless the company or the other members indemnify and hold the member harmless against the adverse consequences. The obligations of this subsection are binding on all members who are parties to this agreement or become members of the company in the future, whether or not any such member holds ownership shares at the time the required adjustments are to be made.
Inadvertent termination. Corporation’s request for determination of an inadvertent termination.
Inadvertent termination. If NGP's REIT status is terminated ----------------------- inadvertently, each party agrees to take such steps as NGP shall reasonably request of such party in order to reinstate such REIT status; provided that neither party shall be obligated to incur any significant expense to do so; and provided, further, that neither NGP nor NGOP nor any other person or entity shall be deemed a third party beneficiary hereof, or of Section 2 or Section 4 hereof, it being understood that the provisions of this Agreement are intended only for the benefit of the parties. A party's obligation to provide such cooperation shall continue after this Agreement has terminated.
Inadvertent termination. For pur- poses of paragraph (a) of this section, the determination of whether a termi- nation was inadvertent is made by the Commissioner. The corporation has the burden of establishing that under the relevant facts and circumstances the Commissioner should determine that the termination was inadvertent. The fact that the terminating event was not reasonably within the control of the corporation and was not part of a plan to terminate the election, or the fact that the event took place without the knowledge of the corporation, not- withstanding its due diligence to safe- guard itself against such an event, tends to establish that the termination was inadvertent.
Inadvertent termination. If any Subchapter S Corporation's ----------------------- Subchapter S status is terminated inadvertently and such corporation wishes to obtain a ruling under Section 1362(f) of the Code, each party agrees to make any adjustments required pursuant to Section 1362(f)(4) of the Code and approved by such Subchapter S Corporation's Board of Directors. A party's obligation to make such adjustments shall continue after such shareholder has ceased to own stock in such Subchapter S Corporation and after this Agreement has terminated.
Inadvertent termination. In the event of a termination of the ----------------------- Company's status as an S Corporation other than pursuant to Section 5.01(a) above, if the Company and the Stockholders remaining after such termination desire that the Company's status as an S Corporation be continued, the Company and such Stockholders agree to use their best efforts to obtain from the IRS a ruling that the termination was inadvertent and that the Company shall continue to be treated as an S Corporation during the period from and after the terminating event or any other period designated by the IRS. The Company and such Stockholders further agree to take such steps, and make such adjustments, as may be required by the IRS pursuant to Sections 1362(f)(3) and (4) of the Code. In addition to the indemnification provided pursuant to Section 5.4 hereof, the Stockholder or Stockholders, jointly and severally, who caused the terminating event to occur shall cooperate in taking all such steps and making all such adjustments required by the IRS and shall pay all costs and expenses of procuring the ruling, including but not limited to the legal, accounting and tax costs of taking such steps and making such adjustments.
Inadvertent termination. If the Company’s status as an S corporation is terminated inadvertently and the Company wishes to obtain a ruling under Section 1362(f), or a successor provision, of the Code, each Shareholder agrees to make any adjustments required pursuant to Section 1362(f)(4), or a successor provision, of the Code and approved by the Board. A Shareholder’s obligation to make such adjustments shall continue after the Shareholder has ceased to own Shares in the Company and after this Agreement has terminated.