S Corp. Termination. ................................................................10 9. ARBITRATION.............................................................................................10 10. SURVIVAL OF WARRANTIES, REPRESENTATIONS AND AGREEMENTS..............................................................................................10
S Corp. Termination. Seller acknowledges and agrees that Buyer's S Corporation election and status under the Internal Revenue Code may be terminated voluntarily or involuntarily and at any time and releases Buyer, the holders of the warrants referred to in Paragraph 8.3, and the respective directors, officers, employees, attorneys, and the respective successors and assigns of each them from any claims arising out of or in connection with any such termination.
S Corp. Termination . ................................ ......................................11 8.8 Right to Participate in Future Stock Offerings ..............................................11 8.9 Call Restriction and Voting of Shares .......................................................12 8.10.
S Corp. The Target has been an S Corporation since its inception within the meaning of Section 1361(a) of the Code. The Target has no unpaid balance of federal or state income Taxes resulting from (i) any built-in gains under Section 1374 of the Code, (ii) any excess net passive income under Section 1375 of the Code or (iii) any adjustments under Section 481(a) of the Code. Neither the Target nor any Target Stockholder has taken, or failed to take, any action, or is aware of any circumstances, that would cause the Target not to be classified as an S Corporation within the meaning of Section 1361(a) of the Code.
S Corp. 46 Exhibit A - Form of Escrow Agreement Exhibit B - Form of Release Exhibit C - Form of Articles of Merger Exhibit D - Form of Plan of Merger Exhibit E - Form of Real Property Transfer Agreement - Plant Exhibit F - Form of Real Property Transfer Agreement - Lot Exhibit G - Form of Employment Agreement - Xxxxx Xxxxxx Exhibit H - Form of Employment Agreement - Xxxxx Xxxxxxxxx Exhibit I - Release of LBW Management, LLC MERGER AGREEMENT This MERGER AGREEMENT (this "Agreement") is made as of October 1, 2004, among A.S.V., Inc., a Minnesota corporation ("Buyer"), LMI Merger Corp., a North Dakota corporation and wholly owned subsidiary of Buyer ("Merger Subsidiary"), Xxxxxxxxx Mfg. Inc., a North Dakota corporation (the "Company"), Xxxxxxx X. Xxxxxxxxx and her successors in trust, as trustees of The Xxxxxxx X. Xxxxxxxxx Revocable Trust March 28, 1996, the sole shareholder of the Company (the "Loegering Trust"), and Xxxxxxx X. Xxxxxxxxx, an individual resident of the State of North Dakota (the Loegering Trust and Xxxxxxx X. Xxxxxxxxx are collectively referred to in this Agreement as the "Shareholder").
S Corp. Buyer acknowledges that the Company has been operating as a subchapter S corporation, and this Agreement is subject to the disclosures and exceptions contained in Schedule 9.20. [The remainder of this page is intentionally left blank; signature page follows]
S Corp was found to have vio- lated a law of State Y which prohibited the emission into the air of particulate matter in excess of a limit set forth in a regulation promulgated under that law. The Environ- mental Quality Hearing Board of State Y as- sessed a fine of $500 against S Corp. The fine was payable to State Y, and S Corp. paid it. Section 162(f) precludes S Corp. from deduct- ing the $500 fine.
