S Corporation Matters. Each of the Corporations listed on Schedule 3.34 has elected to be treated as an S Corporations within the meaning of the Code for the years listed on Schedule 3.34. Schedule 3.34 includes an accurate disclosure of taxable income reported by each of the Corporations and of all distributions made by each of the Corporations from January 1, 1993, through the Signing Date.
S Corporation Matters. 5 3.1 Generally.................................................. 7 3.2
S Corporation Matters. The parties agree that Buyer shall make an election under Section 338(h)(10) of the Code and any comparable election under state or local tax law with respect to the Transactions and the Company and Sellers shall cooperate with respect to the making of such an election and sign all documents and forms requested by Buyer in connection therewith. In addition, the parties agree that, to the extent the parties and the Company have an election to do so, the parties and the Company shall elect to allocate items of income, gain, loss, deduction, and credit to the short taxable year ending on the Closing Date on the basis of a closing of the books of the Company as of the Closing Date. The parties further agree that all reasonable costs related to any such election by the Company under Section 338(h)(10) of the Code (and any comparable election under state or local tax law with respect to the Transactions), including without limitation the costs of any audit related such election, shall be the responsibility of the Buyer and that Xxxxxxx & Medley, PLC shall be designated to perform all necessary accounting work related to any such audit.
S Corporation Matters. Western Drilling, Inc. filed a properly executed Form 2553 with the IRS to elect under Subchapter S of the Code to be an “S corporation” within the meaning of Section 1361 of the Code. Western Drilling, Inc.’s S Election became effective on September 1, 2005 and Western Drilling, Inc. was at all times from and including September 1, 2005, through and including the effective time of the Conversion an “S corporation” within the meaning of Section 1361 of the Code (and an “S corporation” for all applicable state and local income Tax purposes).
S Corporation Matters. If at the time of the Closing, Datalink has not yet initially closed on an IPO, the Stockholders agree to execute any consents reasonably requested by Datalink to the continued tax election of Datalink as an S Corporation pursuant to Code Section 1361. From and after the Closing, and for so long as Datalink continues to be an S Corporation, the Stockholders shall share prorata based on their percentage ownership with the other Datalink stockholders in any S Corporation distributions made by Datalink. Despite the foregoing, if Datalink declares one or more S Corporation distributions payable to its stockholders of any of Datalink's pre-Closing undistributed earnings and profits, whether in contemplation of an IPO, a recapitalization or any other event, the Stockholders hereby waive any right to the receipt of any such distributions and agree to execute a written confirmation of such waiver if requested by Datalink.
S Corporation Matters. Notwithstanding any provision of this Agreement to the contrary, immediately after the Effective Time of the Merger, the Buyer will cause the Company, the Bank and the Service Corporation each to elect to be treated as a qualified S corporation subsidiary of the Buyer for income tax purposes.
S Corporation Matters. Immediately prior to the Closing Date, SMTI will declare a dividend to its shareholders equal to forty percent (40%) of the increase in its accumulated adjustments account, as defined in Section 1368(e) of the Code, for the period from the date hereof until the Closing Date, which dividend shall be paid not later than the last day of SMTI's post-termination period, as defined in Section 1377(b) of the Code.
S Corporation Matters. 61 SECTION 7.20. Limitation on Issuances and Sales of Capital Stock..........................................62
S Corporation Matters. If the Company elects to be treated as an S Corporation:
(a) the Company shall elect to be treated as an "S corporation" or its equivalent for state and local income tax purposes in each state and locality in which the Company does business that permits such an election, for the earliest possible applicable tax year;
(b) with respect to each of the Company's Subsidiaries as to which the Company makes a valid "qualified subchapter S subsidiary" election under Section 1361(b)(3) of the Code, the Company shall make an equivalent election for state and local income tax purposes, in each state and locality in which the Company does business that permits such an election, for the earliest possible applicable tax year;
(c) except as permitted in paragraph 10 of the Tax Payment Agreement or except in connection with the termination of the Company's status as an S Corporation, the Company shall not take any action which it knows would terminate any election made to be treated as an "S corporation" or its equivalent for state and local income tax purposes, or for one or more of its subsidiaries to be treated as a "qualified subchapter S subsidiary" or its equivalent for state and local income tax purposes;
(d) the Company shall furnish the Agent with (i) a copy of its election to be treated as an S Corporation within 15 days after the filing thereof, (ii) a copy of each determination of amounts permitted to be paid or distributed to or for the benefit of, or required to be repaid by, the shareholders of the Company under the Tax Payment Agreement, certified by the Chief Financial Officer of the Company, on or prior to making such payment or distribution or requesting such repayment, (iii) a copy of its federal income tax return for each taxable year (and any amendment thereto) in which it claims to be an S Corporation within 20 days after filing thereof, and (iv) a certificate of the Company's certified independent accountants confirming the computation of the amount determined under clause (a) of paragraph 4 of the Tax Payment Agreement based on the Company's original federal income tax return for such taxable year as filed, within 20 days after the Tax Return Date (as defined in the Tax Payment Agreement) for each taxable year in which the Company claims to be an S Corporation;
(e) the Company shall promptly notify the Agent and each Lender upon learning the termination of its status as an S Corporation for any reason;
(f) the Company shall file its original feder...
S Corporation Matters. Each of the Corporations has elected to be treated as an S Corporation within the meaning of the Code for the years listed on Schedule 3.34.
