Subchapter S Matters. If the Company is an "S" corporation, the Shareholders shall prepare, at their expense, the short period tax returns of the Company ending on the Closing Date. Such returns shall be provided for SEI's prior review and approval, which approval shall not be unreasonably withheld or delayed. The Shareholders shall file such returns on behalf of the Company as an "S" corporation for that short period. SEI shall make available any information in its or the Company's possession which is reasonably required by the Shareholders to complete such returns.
Subchapter S Matters. 14 2.1.12 Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 2.1.13 Title to and Condition of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 2.1.14 Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 2.1.15
Subchapter S Matters. The Company (i) has made an effective, valid and binding S election pursuant to Section 1362 of the Code, (ii) has maintained its status as an S Corporation pursuant to Section 1361 of the Code without lapse or interruption, and (iii) has made and continuously maintained elections similar to the federal S election in each state or local jurisdiction where the Company does business or is required to file a tax return to the extent such states or jurisdictions permit such elections. The Company neither is nor will or can be subject to the built-in gains tax under Section 1374 of the Code or any similar corporate level tax imposed on the Company by any taxing authority. To the Knowledge of Sellers and the Company, the Company has no Tax item, election, agreement or adjustment which will accelerate or trigger income or deferred deductions of the Company solely as a result of termination of the Company's status as an S Corporation.
Subchapter S Matters. A&J (i) made an effective, valid and binding S election pursuant to Section 1362 of the Code effective February 1, 1987, (ii) has maintained its status as an S Corporation pursuant to Section 1361 of the Code without lapse or interruption since the date of said election, and (iii) made and continuously maintained, since the effective date of its federal S election, elections similar to the federal S election in each state or local jurisdiction where A&J does business or is required to file a tax return to the extent such states or jurisdictions permit such elections. A&J neither is nor will or can be subject to the built-in gains tax under Section 1374 of the Code or any similar corporate level tax imposed on A&J by any taxing authority. A&J (i) has not adopted or used LIFO as a method of accounting for inventory, and (ii) has no other tax item, election, agreement or adjustment which will accelerate or trigger income or deferred deductions of A&J as a result of termination of A&J's status as an S Corporation.
Subchapter S Matters. The Shareholder made an effective, valid and binding election to treat Recyc as a qualified subchapter S subsidiary ("QSSS") pursuant to Section 1361 of the Internal Revenue Code of 1986, as amended (the "Code"), effective January 1, 1998 (the "QSSS Election Date"). Recyc (i) made an effective, valid and binding S election pursuant to Section 1362 of the Code effective May 1, 1993, (ii) maintained its status as an S Corporation pursuant to Section 1361 of the Code without lapse or interruption from the date of said election until the QSSS Election Date, and (iii) made and continuously maintained, since the effective date of its federal S election, elections similar to the federal S election in each state or local jurisdiction where Recyc does business or is required to file a tax return to the extent such states or jurisdictions permit such elections. Recyc neither is nor will or can be subject to the built-in gains tax under Section 1374 of the Code or any similar corporate level tax imposed on Recyc by any taxing authority. Recyc (i) has not adopted or used LIFO as a method of accounting for inventory, and (ii) has no other tax item, election, agreement or adjustment which will accelerate or trigger income or deferred deductions of Recyc as a result of termination of Recyc's status as an S Corporation.
Subchapter S Matters. 14 2.1.12 Intellectual Property......................................................................14 2.1.13 Title to and Condition of Assets...........................................................15 2.1.14 Contracts..................................................................................15 2.1.15 Licenses and Permits.......................................................................16 2.1.16 Litigation.................................................................................16 2.1.17
Subchapter S Matters. MORI (i) made an effective, valid and binding S election pursuant to Section 1362 of the Code effective Mary 0, 1996, (ii) has maintained its status as an S Corporation pursuant to Section 1361 of the Code without lapse or interruption since the date of said election, and (iii) made and continuously maintained, since the effective date of its federal S election, elections similar to the federal S election in each state or local jurisdiction where MORI does business or is required to file a tax return to the extent such states or jurisdictions permit such elections. MORI neither is nor will or can be subject to the built-in gains tax under Section 1374 of the Code or any similar corporate level tax imposed on MORI by any taxing authority. MORI (i) has not adopted or used LIFO as a method of accounting for inventory, and (ii) has no other tax item, election, agreement or adjustment which will accelerate or trigger income or deferred deductions of MORI as a result of termination of MORI's status as an S Corporation.
Subchapter S Matters. 24 4.32 Absence of Certain Business Practices.................................24 4.33 Completeness of Disclosure............................................25
Subchapter S Matters. If the Company is an “S” corporation, the Members shall prepare, at their expense, the short period tax returns of the Company ending on the Closing Date. Such returns shall be provided for PFC’s prior review and approval, which approval shall not be unreasonably withheld or delayed. The Members shall file such returns on behalf of the Company as an “S” corporation for that short period. PFC shall make available any information in its or the Company’s possession which is reasonably required by the Members to complete such returns.
Subchapter S Matters. Garvey (i) made an effective, valid and binding S election pxxxxxxt to Section 1362 of the Code effective 1986, (ii) has since maintained its status as an S Corporation pursuant to Section 1361 of the Code without lapse or interruption, and (iii) has made and continuously maintained elections similar to the federal S election in each state or local jurisdiction where Garvey does business or is required to file a tax return to xxx xxtent such states or jurisdictions permit such elections. Garvey neither is nor will or can be subject to the built-in xxxxx tax under Section 1374 of the Code or any similar corporate level tax imposed on Garvey by any taxing authority. Garvey (i) has adopted or utxxxxxx LIFO as a method of accouxxxxx for inventory, and (ii) has no tax item, election, agreement or adjustment which will accelerate or trigger income or deferred deductions of Garvey as a result of termination of Garvey's status as an S Xxxxxration.
