Subchapter S Election. The Company may, upon unanimous consent of the Members, elect to be treated for income tax purposes as an S Corporation. This designation may be changed as permitted under the Internal Revenue Code Section 1362(d) and applicable Regulations.
Subchapter S Election. The Company (i) is a validly electing S corporation under Sections 1361 and 1362 of the Code (a “S-Corp”), and each Company Subsidiary is a “qualified subchapter S subsidiary” within the meaning of Section 1361(b)(3)(B) of the Code, and (ii) has not, and the Company Subsidiaries and the shareholders of the Company have not, taken any action which would invalidate such elections.
Subchapter S Election. If at the time of a transfer of stock permitted hereunder, the Corporation then is an "S" corporation, the transferee and new stockholder shall be required to consent in writing not to revoke such "S" election without the unanimous approval of all other stockholders. Such written consent shall be executed and delivered prior to the delivery of the shares to the transferee at the closing of such sale and transfer.
Subchapter S Election. Seller shall have the right effective as of the Closing Date to terminate the Corporation's Subchapter S election and shall have the obligation to file any final tax returns due with respect to the Corporation for the tax year ending on December 31,1996. Any and all taxes and tax returns due and payable for the tax years commencing on the Closing Date shall be the responsibility of Purchaser and any and all taxes and tax returns due and payable for the tax years prior to the Closing Date shall be the responsibility of Seller.
Subchapter S Election. Community Development Financial Institution Status; Domestic Ownership 7 Section 3.4 Authorization and Enforceability 7 Section 3.5 Anti-Takeover Provisions and Rights Plan 8 Section 3.6 No Company Material Adverse Effect 9 Section 3.7 Company Financial Statements 9 Section 3.8 No Undisclosed Liabilities 9 Section 3.9 Offering of Securities 9 Section 3.10 Litigation and Other Proceedings 9 Section 3.11 Compliance with Laws 9 Section 3.12 Employee Benefit Matters 10 Section 3.13 Taxes 11 Section 3.14 Properties and Leases 11 Section 3.15 Environmental Liability 11 Section 3.16 Risk Management Instruments 11 Section 3.17 Agreements with Regulatory Agencies 12 Section 3.18 Insurance 12 Section 3.19 Intellectual Property 12 Section 3.20 Brokers and Finders 13 Section 3.21 Disclosure Schedule 13 Section 3.22 CPP Senior Subordinated Securities 13 Section 3.23 Amendment to Charter and Other Documents to Effect Section 5.12(b) 13
Subchapter S Election. The Company covenants to elect to be taxed as an S corporation under the provisions of Subchapter S of the Code, and any successor section or sections thereto, such election to take effect as soon as permitted under the Code after the date of this Agreement.
Subchapter S Election. Dakota and each Dakota Subsidiary is a "small business corporation" for which a valid qualified subchapter S subsidiary election under Section 1361(b)(3) of the Internal Revenue Code 1986, as amended (the "Code") and the equivalent provisions of all applicable state income tax statutes has been in effect since January 1, 1997. As of the date of this Agreement, Dakota has not taken any action which might have caused the revocation of such Subchapter S status.
Subchapter S Election. The Company has properly and timely filed all elections and other documents necessary for it to be treated as a Subchapter S corporation under Section 1362 of the Internal Revenue Code of 1986, as amended (the "Code"), and any applicable state and local law, and no challenge to the validity of such status has been made against the Company by any Person since May 28, 1999.
Subchapter S Election. For this purpose, it shall be assumed that income recognized by the shareholders of Borrower as a result of Borrower's election to be taxed as an S corporation is subject to Federal and State of California income tax at the highest marginal rates in effect for individuals."
Subchapter S Election. The Company has been a validly electing S Corporation within the meaning of Code Sections 1361 and 1362 since January 1, 2001. The Company has no potential Liability under Section 1374 of the Code or other similar provisions of state or local Law. The Company has not, on or after January 1, 2009, (i) acquired assets from another corporation in a transaction in which the Company’s tax basis for the acquired assets was determined in whole or in part, by reference to the Tax basis of the acquired assets (or any other property) in the hands of the transferor; or (ii) acquired the stock of any corporation that is a qualified subchapter S subsidiary. The Company has no Tax Liability under Section 1375 of the Code for any Tax period prior to Closing.
