S Corporation Status Sample Clauses
S Corporation Status. The Company and Seller shall not revoke the Company’s election to be taxed as an S corporation within the meaning of Code § 1361 and § 1362. The Company and Sellers shall not take or allow any action that would result in the termination of the Company’s status as a validly electing S corporation within the meaning of Code § 1361 and § 1362.
S Corporation Status. The Company (and any predecessor of the Company) has been a validly electing S corporation within the meaning of Code Sections 1361 at all times since March 6, 1986, and the Company will be an S corporation up to and including the day before the Closing Date. The Company will similarly qualify as an S corporation for state or local income tax purposes.
S Corporation Status. (a) Prior to the Closing Date, Holdings has qualified and elected to be treated as an “S Corporation” under Subchapter S of the Code, and on the Closing Date each Domestic Subsidiary of Holdings (other than any such Subsidiary that is an “Ineligible Corporation” under Section 1361(b)(2) of the Code) has qualified and elected to be treated as a “qualified subchapter S subsidiary”, in each case for U.S. federal income tax purposes and in accordance with all applicable Requirements of Law.
(b) Prior to the Closing Date, no Governmental Authority has disputed in writing Holdings’ qualification as an “S Corporation” under Subchapter S of the Code, or the qualification of each Domestic Subsidiary of Holdings (other than any such Subsidiary that is an “Ineligible Corporation” under Section 1361(b)(2) of the Code) as a “qualified subchapter S subsidiary”, in each case for U.S. federal income tax purposes.
S Corporation Status. Neither the Company nor the Sole Stockholder shall revoke the election of the Company to be taxed as an S corporation within the meaning of Sections 1361 and 1362 of the Code on or prior to the Closing Date. The Company and the Sole Stockholder shall not take or allow any action that would result in the termination of the Company’s status as a validly electing S corporation within the meaning of Sections 1361 and 1362 of the Code on or prior to the Closing Date (other than as contemplated by this Agreement).
S Corporation Status. Take, or fail to take, any action that would terminate, or could reasonably be expected to lead to the termination of, Holdings' qualification as an "S Corporation" under Subchapter S of the Code, or the qualification of each Domestic Subsidiary of Holdings (other than any such Subsidiary that is an "Ineligible Corporation" under Section 1361(b)(2) of the Code) as a "qualified subchapter S subsidiary", in each case for U.S. federal income tax purposes.
S Corporation Status. The Sellers will not, and will not allow the Company to, revoke the Company's election to be taxed as an S corporation within the meaning of Code sections 1361 and 1362. The Sellers will not, and will not allow the Company to, take or allow any action that would result in the termination of the Company's status as a validly existing S corporation within the meaning of Code sections 1361 and 1362.
S Corporation Status. If Target is an S Corporation, Transferor acknowledges that as a result of the consummation of the transactions contemplated by this Agreement, Target's S Corporation status will terminate as of the Closing Date. Notwithstanding anything in this Section 10 to the contrary, Transferor agrees that he will file any required S Corporation federal, state or local tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for such period. Transferor will elect under Section 1362(e)(3) of the Code not to have the pro rata allocation method of Section 1362(e)(2) of the Code apply to Target's final taxable year as an S Corporation.
S Corporation Status. (a) On or prior to the Closing Date, Seller shall not permit any of the holders of Seller Common Stock to revoke Seller’s election to be Taxed as an “S corporation,” or take or allow any action or fail to take any action that would result in the termination of Seller’s status as a validly electing “S corporation” within the meaning of Sections 1361 and 1362 of the Code, or the termination of any Seller Subsidiary’s status as a ‘‘qualified subchapter S subsidiary’’ within the meaning of Section 1361(b)(3)(B) of the Code.
(b) If any Tax authority determines or proposes to determine that Seller did not have a valid election in effect under Section 1362(a) of the Code to be treated as an S corporation as of the Closing Date (without regard to the transfer of Seller Common Stock under this Agreement), Seller, on behalf of the holders of Seller Common Stock, shall cooperate with Buyer, and use commercially reasonable efforts, to obtain from the IRS a waiver of the termination and reinstatement of such S corporation status through the Closing Date pursuant to Section 1362(f) or any similar relief available with respect to state and local income taxation. In the event of such a challenge to the S corporation status of Seller, Seller, on behalf of the holders of Seller Common Stock, shall promptly take all steps pursuant to Section 1362(f)(3) of the Code, and shall make such adjustments as may be required by the IRS pursuant to Section 1362(f)(4) as a condition of obtaining such waiver and reinstating the S corporation status through the Closing Date (and any similar adjustments required under analogous state and local Tax provisions. The holders of Seller Common Stock shall bear the entire expense of procuring the waiver and reinstatement of the S status of the Company described above, including the legal, accounting, and Tax costs of taking such steps and of making such adjustments as may be required.
S Corporation Status. Target and Sellers shall not revoke Target’s election to be taxed as an S corporation within the meaning of Code Section 1361 and Section 1362. Target and Sellers shall not take or allow any action, other than the sale of Target’s stock pursuant to this Agreement, which would result in the termination of Target’s status as a validly electing S corporation within the meaning of Code Section 1361 and Section 1362.
S Corporation Status. The Company shall not revoke or change such its status for federal income tax purposes as an S corporation within the meaning of Sections 1361 and 1362 of the Code or the status of any Company Subsidiary as a QSub within the meaning of Section 1361(b)(3)(B) of the Code.