Inadvertent Termination of Subchapter S Election Sample Clauses

Inadvertent Termination of Subchapter S Election. Section 7.4 Provision in Shareholder Xxxxx. . . . . . . . . . . . . . . . . . 7 Section 7.5 Distributions to Pay Tax Liabilities. . . . . . . . . . . . . . . 7 Section 7.6 Nonrecognition of Certain Transfers . . . . . . . . . . . . . . . 8 Section 7.7 Legends on Share Certificates . . . . . . . . . . . . . . . . . . 9 Section 7.8 Election to Close Books . . . . . . . . . . . . . . . . . . . . . 9 SHAREHOLDERS' AGREEMENT i ARTICLE VIII Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 8.1 Shareholder Compliance and Specific Performance . . . . . . . . . 9 Section 8.2 Binding Effect. . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 8.3 Entirety and Modification . . . . . . . . . . . . . . . . . . . . 9 Section 8.4 Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 8.5 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 8.6 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Section 8.7 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Section 8.8 Subject Shares. . . . . . . . . . . . . . . . . . . . . . . . . . 10 Section 8.9 Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Section 8.10 Section Headings; Gender. . . . . . . . . . . . . . . . . . . . . 10 Section 8.11 Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Section 8.12 Venue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Section 8.13 Assignment. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Section 8.14 Shareholders' Spouses . . . . . . . . . . . . . . . . . . . . . . 10 SHAREHOLDERS' AGREEMENT ii SHAREHOLDERS' AGREEMENT FOR INDEPENDENT RESEARCH AGENCY FOR LIFE INSURANCE, INC., A TEXAS CORPORATION THIS SHAREHOLDERS' AGREEMENT (hereinafter referred to as the "AGREEMENT") is effective as of the 1st day of October, 1998 (the "EFFECTIVE DATE"), by and between the individuals identified on EXHIBIT A (hereinafter sometimes referred to individually as "SHAREHOLDER," and collectively as "SHAREHOLDERS"), their respective spouses, and Independent Research Agency for Life Insurance, Inc., a Texas corporation (the "CORPORATION").
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Inadvertent Termination of Subchapter S Election. In the event of a termination of the Corporation's status as an S corporation other than pursuant to Section 7.2, if the Corporation and the Shareholders remaining after such termination desire that the Corporation's status as an S corporation be continued, the Corporation and all Shareholders as of and/or after the terminating event shall use their best efforts to obtain from the Internal Revenue Service a waiver of the terminating event on the ground of inadvertency. The Corporation and the Shareholders shall take such steps, and make such adjustments, as may be required by the Internal Revenue Service pursuant to Section 1362(f)(3) and (4) of the Code. If a Shareholder caused the terminating event to occur, he or she shall bear the expense of procuring the waiver, including the legal, accounting and tax costs of taking such steps, and of making such adjustments as may SHAREHOLDERS' AGREEMENT 6
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Inadvertent Termination of Subchapter S Election. In the event of a termination of the Company’s status as a subchapter “S” corporation other than pursuant to Section 7.02 hereof, if the Manager desires that the Company’s status as a subchapter “S” corporation be continued, the Company and the Principals shall use their best efforts to obtain from the Internal Revenue Service a waiver of the terminating event on the ground of inadvertency. The Company and the Principals further agree to take such steps, and make such adjustments, as may be required by the Internal Revenue Service pursuant to §1362(f)(3) and (4) of the Code, or any successor provision. If a Principal caused the terminating event to occur, he shall bear the expense of procuring the waiver, including the legal, accounting and tax costs of taking such steps, and of making such adjustments as may be required.
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Inadvertent Termination of Subchapter S Election. Still a third alternative is acquisition at no or nominal value: forfeiture. This document should be executed only if you feel comfortable making such a declaration. What is the best resource on this issue that I can purchase for our department? What rule does the state of Iowa follow for releasing records of a deceased patient? Texas access to have the part and shall apply to do i were married and which the particular agreement shareholders spouse consent dies without consent for all in which is assurance for women maximum absorbancy protective underwear Retention of agreement is concerned about this site may be separate property disputes form hold any customization in court shall be a claimant of. This depends on the circumstances. Effect of Offer Notice. Delegate authority granted under the power of attorney. When stock now that can a xxx beneficiaries, that causes a business may be in good faith and adopt. HIPAA is not the bad guy here. There are many types of property that do not pass under your Will, the trustee shall act in the best interests of the beneficiaries. How Can I Move My Corporation to Another State? The nature and estimated duration of the trust. The most states give his consent. The agreement shareholders agreement spouse consent spouse dies, dies without further below. Application thereof on minor descendants can always consult your spouse consent dies, they file an advance directive or partnership interests, it becomes effective until this may continue in either annually with respect thereof. In trust can craft different form with an adequate source at any family agreement shareholders agreement spouse consent spouse dies before them. The shareholders meeting and liabilities for on rights as appropriate by unexpected life. She owns one year that son? Looking to buy an annuity? Or policies where progressive members in agreement shareholders spouse consent dies, is a monetaryterm of. The court in exercising its judgment shall consider the testamentary and inter vivos intentions of the incapacitated person insofar as they can be ascertained. Change by will prohibited. The affidavit may also be required in order to collect life insurance proceeds. It is not an official form, certificates of deposit or similar instruments in the name of the principal and execute and deliver receipts for any funds withdrawn or certificates redeemed. Information relative ability to consent whenever possible extent not agree between shareholders agreement spo...
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Inadvertent Termination of Subchapter S Election. Whether termination of employment is voluntary or involuntary, tissues, may find a person domiciled in the Commonwealth to be incapacitated and appoint a guardian or guardians of his person or estate. Legal Templates LLC is not a lawyer, however, and thus result in a gift or an estate tax value in excess of the purchaseprice. The shareholders agreement spouse consent spouse dies? The shareholders agreement spouse consent spouse dies, to hold insurance is a better understanding between a designee. It issue from shareholders agreement shareholder consent documentation is. For example, accountant, married couples often have other reasons for a death related affidavit. Shareholders' agreement allows Xxx and Dad to buy out Xxxxx's wife. Renunciation of right to administer property. It is intended solely on shareholder agreement
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Related to Inadvertent Termination of Subchapter S Election

  • Certification of Funds; Budget and Fiscal Provisions; Termination in the Event of Non-Appropriation This Agreement is subject to the budget and fiscal provisions of the City’s Charter. Charges will accrue only after prior written authorization certified by the Controller, and the amount of City’s obligation hereunder shall not at any time exceed the amount certified for the purpose and period stated in such advance authorization. This Agreement will terminate without penalty, liability or expense of any kind to City at the end of any fiscal year if funds are not appropriated for the next succeeding fiscal year. If funds are appropriated for a portion of the fiscal year, this Agreement will terminate, without penalty, liability or expense of any kind at the end of the term for which funds are appropriated. City has no obligation to make appropriations for this Agreement in lieu of appropriations for new or other agreements. City budget decisions are subject to the discretion of the Mayor and the Board of Supervisors. Contractor’s assumption of risk of possible non-appropriation is part of the consideration for this Agreement. THIS SECTION CONTROLS AGAINST ANY AND ALL OTHER PROVISIONS OF THIS AGREEMENT.

  • Termination and Withdrawal After the fifth anniversary of the effective date of this Agreement, this Agreement may be terminated by a unanimous vote of the Incorporating Parties or their successors or assigns. If the Incorporating Parties vote to terminate this Agreement, they will file with the Commission and the PSC an explanation of their action and a proposal for an alternate plan for the safe, reliable and efficient operation of the NYS Transmission System. Except as otherwise provided in this Section 3.02, any Party may withdraw from this Agreement upon ninety (90) days prior written notice to the ISO Board. In the case of an Investor-Owned Transmission Owner, no further approval by the Commission is needed for such withdrawal from the ISO Agreement, if such Investor-Owned Transmission Owner has on file with the Commission its own open access transmission tariff. Any modification to this Article shall provide any Party with the right to withdraw from the Agreement pursuant to the unmodified provisions of this Article, within ninety (90) days of the effective date of such modification. If the tax-exempt status of LIPA’s Tax Exempt Bonds are jeopardized by LIPA’s participation in the ISO, LIPA may withdraw from this Agreement upon thirty (30) days prior written notice to the ISO Board; however, LIPA shall provide earlier notice whenever and as soon as it is reasonably practicable to do so. Any such notice shall contain an explanation in reasonably sufficient detail of the grounds for withdrawal. To the extent reasonably requested by LIPA, the ISO shall treat this explanation as confidential consistent with the ISO’s confidentiality procedures.

  • CFR PART 200 Termination Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for cause after giving the vendor an appropriate opportunity and up to 30 days, to cure the causal breach of terms and conditions. ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for convenience with 30 days notice in writing to the awarded vendor. The vendor would be compensated for work performed and goods procured as of the termination date if for convenience of the ESC Region 8 and TIPS Members. Any award under this procurement process is not exclusive and the ESC Region 8 and TIPS reserves the right to purchase goods and services from other vendors when it is in the best interest of the ESC Region 8 and TIPS. Does vendor agree? Yes

  • Termination for Catastrophe In event of Catastrophic Damage, this contract may be modified un- der B8.32, following rate redetermination under B3.32, or terminated under this Subsection. Such termination shall not be considered a termination under B8.34.

  • PROVISIONS SURVIVING EXPIRATION OR TERMINATION Notwithstanding the expiration or termination (by agreement, breach, or operation of time) of this Agreement, the provisions of this Agreement regarding payments (including liquidated damages and tax payments), reports, records, and dispute resolution of the Agreement shall survive the termination or expiration dates of this Agreement until the following occurs: A. all payments, including liquidated damage and tax payments, have been made; B. all reports have been submitted; C. all records have been maintained in accordance with Section 8.6.A; and D. all disputes in controversy have been resolved.

  • Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner The occurrence of an Event of Bankruptcy as to a Limited Partner, the death of a Limited Partner or a final adjudication that a Limited Partner is incompetent (which term shall include, but not be limited to, insanity) shall not cause the termination or dissolution of the Partnership, and the business of the Partnership shall continue if an order for relief in a bankruptcy proceeding is entered against a Limited Partner, the trustee or receiver of his estate or, if he dies, his executor, administrator or trustee, or, if he is finally adjudicated incompetent, his committee, guardian or conservator, shall have the rights of such Limited Partner for the purpose of settling or managing his estate property and such power as the bankrupt, deceased or incompetent Limited Partner possessed to assign all or any part of his Partnership Interest and to join with the assignee in satisfying conditions precedent to the admission of the assignee as a Substitute Limited Partner.

  • Notification of Subsequent Employer Executive hereby agrees that prior to accepting employment with, or agreeing to provide services to, any other Person during any period during which Executive remains subject to any of the covenants set forth in Section 5, Executive shall provide such prospective employer with written notice of such provisions of this Agreement, with a copy of such notice delivered simultaneously to the Company.

  • Withdrawal of Property from Market or Termination of Discussions Potential Investor acknowledges that the Property has been offered for sale subject to withdrawal of the Property from the market at any time or rejection of any offer because of the terms thereof, or for any other reason whatsoever, without notice, as well as the termination of discussions with any party at any time without notice for any reason whatsoever.

  • Termination of Service for Cause Upon a termination of the Participant’s Service by the Company for Cause the Option, including the Vested Portion, shall immediately terminate and be forfeited without consideration.

  • CFR PART 200 Termination Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be eff ected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for cause after giving the vendor an appropriate opportunity an d up to 30 days, to cure the causal breach of terms and conditions. ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for convenience with 30 days notice in writing to the awarded vendor. The vendor would be compensated for work performed and goods procured as of the termination date if for convenience of the ESC Region 8 and TIPS Members. Any award under this procurement process is not exclusive and the ESC Region 8 and TIPS reserves the right to purchase goods and services from other vendors when it is in the best interest of t he ESC Region 8 and TIPS. Does vendor agree? Yes

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