Subchapter S Status. As of the Closing Date, the Company has executed and has caused all other Persons to execute the applicable election forms or other filings required to be made for purposes of the Company's election to be taxed as an "S corporation" as such term is defined in Section 1361 of the Code. Beginning with the Company's taxable year ending September 30, 2002, the Company was and as of the Closing Date remains taxable as an S corporation. The ESOT is not subject to tax imposed under the Code with respect to any item of income or loss of the Company or any Subsidiary of the Company.
Subchapter S Status. Neither the Company nor any of its stockholders, with respect to the Company, have applied for qualification as an "S Corporation" as such term is defined in the Code and regulations promulgated thereunder.
Subchapter S Status. The Company represents that it has elected to be, and currently is, treated as a subchapter S corporation for federal income tax purposes, and that neither the Company nor any of its stockholders has any present intention to change such status.
Subchapter S Status. 55 5.21 Leases........................................................ 55 5.22
Subchapter S Status. The Company has validly elected to be ------------------- treated as a Subchapter S corporation within the meaning of Section 1361 of the Code. The Company has at all times since March 1, 1990 qualified to be treated as a Subchapter S corporation within the meaning of Section 1361 of the Code.
Subchapter S Status. Sellers shall cause each of Ecolochem and International to maintain its respective status as an “S corporation” for U.S. Tax purposes through the Closing Date. Sellers shall cause each of S.A.R.L. and Moson Holdings to maintain its status as a societé à responsibilité limiteé and limited liability company, respectively, so that each will be treated as a partnership for U.S. Tax purposes through the Closing Date.
Subchapter S Status. Since its inception and through the Closing Date, the Shareholder and MMIS have each (i) qualified at all times as, and (ii) timely and validly elected to be taxed as a "small business corporation" or a qualified Subchapter S subsidiary under Subchapter S of the Code. The Shareholder and MMIS have not, in the ten (10) years prior to the Closing Date, acquired assets from another corporation in a transaction in which its tax basis for such assets was determined, in whole or in part, by reference to the tax basis of such assets (or any other property) in the hands of the transferor. The Shareholder and MMIS will not be liable for any tax under Section 1374 of the Code. The Shareholder and MMIS have never owned an equity interest in any corporation that would cause MMIS not to qualify at any time as a "qualified" Subchapter S corporation within the meaning of Section 1361 of the Code.
Subchapter S Status. None of the Company or any Shareholder will take or will omit to take any action, which action or omission would reasonably be expected to result in the loss by the Company of its status as an S corporation within the meaning of Section 1361(a) of the Code (or any comparable state law). Each of the Shareholders jointly and severally indemnifies and holds Parent and the Company harmless against any Losses, including the incurrence of any Tax or the loss of any Tax benefit that would have been generated, utilized or recognized in any taxable period ending after the Closing Date as a result of the Section 338(h)(10) Elections, resulting from the failure of the Company to qualify as an S corporation within the meaning of the Code (or any comparable state law).
Subchapter S Status. 11 Section 3.7. Transactions with Affiliates ............................................................... 11 Section 3.8. Disclosure ................................................................................. 11 ARTICLE IV
Subchapter S Status. The Company made a timely and valid election to be treated as an S corporation (as defined in Section 1361(a) of the Code) from the date of its formation, and such status has continued without interruption to the date hereof.
