S Corporation Election. Buyer acknowledges that an election is now in effect by the Corporation to be taxed under Subchapter S of the Internal Revenue Code of 1986, as amended (the “S Corporation Election”). Buyer hereby agrees to administer the Xxxxxx Xxxxx Xxxxx Xxxxxx Trust in a manner that will not adversely affect the S Corporation Election of the Corporation.
S Corporation Election. You are responsible for retaining a copy of your S corporation election and/or the IRS’s acceptance of it. S corporation shareholder agreements. You should review your corporate buy-sell agreement and other stock agreements with your attorney to ensure these documents meet your goals for the transfer of corporate stock.
S Corporation Election. Seller has filed a valid election to be treated as an S Corporation for federal and state income tax purposes and such election will remain in effect and continue to be valid through the Closing Date. Seller has filed all Tax Returns consistent with such elections.
S Corporation Election. Target (i) has been a validly electing S corporation within the meaning of Code Sections 1361 and 1362 at all times from and after January 1, 2006 and will be treated as an S corporation up to and including the Closing Date, or (ii) shall have been a partnership for federal tax purposes at all time since December 31, 2005.
S Corporation Election. The Company is a validly electing S corporation, within the meaning of Code Sections 1361 and 1362, and will be an S corporation up to and including the day immediately prior to the Closing Date. The Company has also validly elected to be an “S corporation” in all state and local jurisdictions that recognize such status and in which it would, absent such an election, be subject to corporate income tax, and has maintained its status as an “S corporation” in each such jurisdiction at all times since the date of such election.
S Corporation Election. Seller, with the consent of the Stockholders, properly elected to be taxed as an "S corporation" under Section 1362 of the Code and any corresponding state or local Tax provision effective July 22, 1987. No such election has been terminated or revoked in any taxable year subsequent thereto.
S Corporation Election. (i) During the period commencing on January 1, 2006, and ending at the close of business on the Closing Date (the “S Period”): (A) the Company has been an “S corporation” within the meaning of Section 1361(a) of the Code; (B) a valid election under Section 1362 of the Code (“S Election”) has been in effect with respect to the Company at all times for the S Period; (C) a valid S Election or similar election has been in effect with respect to the Company during the S Period in all relevant state and local jurisdictions in which the Company is subject to Tax and in which such election is required; (D); each Subsidiary of the Company is and has been a qualified subchapter S subsidiary (“QSub”), and a valid election under Section 1361(b)(3)(B) of the Code (“QSub Election”) has been in effect with respect to each Subsidiary at all times for such period; and (E) a valid QSub Election or similar election has been in effect with respect to each Subsidiary of the Company during such period in all relevant state and local jurisdictions in which the Company or such Subsidiary is subject to Tax and in which such election is required.
(ii) The aggregate amount of U.S. federal income Tax liability of the Company and its Subsidiaries arising as a result of the Merger (including any “built in gain” within the meaning of Section 1374 of the Code) will not exceed $0.
(iii) Since January 1, 2006, the Company has filed its Tax Returns in a manner consistent with its S Election and QSub Election, and neither the Company nor any Subsidiary, nor any of their Representatives, has taken or agreed to take any action or failed to take any action that could reasonably be expected to have the effect of revoking, terminating or otherwise inhibiting the S Election or the QSub Election.
(iv) Each of the Company’s current shareholders is, and at all times during the S Period each of its current and former shareholders has been, a Person described in Section 1361(b)(1)(B) of the Code at all times that such Person held shares of Company Stock, and at no time during the S Period did the Company exceed the maximum number of shareholders permissible to maintain the S Election, nor was any shareholder of the Company a non-resident alien.
S Corporation Election. Subsequent to the consummation of the Acquisition, either (i) (x) if the Acquisition is consummated on or before the last date permitted by law to make such an election to be effective on January 1, 2008, Borrower shall make the S Corp Election on or before such last date, (y) if the Acquisition is consummated after the last date permitted by law to make an election to be effective on January 1, 2008, Borrower shall make the S Corp Election on or before the last date permitted by law to make such an election to be effective on January 1, 2009, and (z) if Borrower fails to make the S Corp Election pursuant to clause (x) or (y) and instead complies with clause (ii) below, then Borrower shall have an ongoing obligation to make the S Corp Election on or before the last date permitted by law to make such an election to be effective for each succeeding year until the S Corp Election is successfully made and in each case, once the S Corp Election has been made, Borrower shall maintain the S Corp Election or (ii) if Borrower has failed to make the S Corp Election (or once made, maintain the S Corp Election) by the last date permitted by law to make such an election to be effective for any year beginning with 2009, then within 10 days of such last date, any Person or Persons shall make an Investment in Borrower in the form of Junior Capital in an amount of at least $100.0 million less the Junior Capital Reduction Amount; provided that if Borrower has taken all steps necessary to make the S Corp Election but is unable to make the S Corp Election or is unable to keep the S Corp Election effective, in either case as a result of governmental, regulatory or administrative challenge or change in law, rule or regulation, for so long as Borrower is diligently contesting in good faith by appropriate proceedings such inability, Borrower shall be deemed to have complied with clause (i) above; provided further that if upon completion of any such contestation, the S Corp Election has not been made or re-applied, Borrower shall then be deemed to have failed to make the S Corp Election for all applicable years and within 10 days of the completion of such contest, any Person or Persons shall make an Investment in Borrower in the form of Junior Capital in an amount (i) for calendar year 2008 of at least the Xxxx Investment Amount, if such year is an applicable year and (ii) of at least $100.0 million for each other applicable year less the Junior Capital Reduction Amount. The Net C...
S Corporation Election. 7 3.6.(f) Other . . . . . . . . . . . . . . . . . . . . . . 7 3.7.
S Corporation Election. The Company has made a valid election under Section 1361 of the Code to be an S Corporation for federal income tax purposes and the Company and the Shareholders have taken all actions necessary to maintain the Company's S Corporation status.
