Termination of Corporation's Subchapter S Election Sample Clauses

Termination of Corporation's Subchapter S Election. (i) On the Closing Date, the Corporation's Subchapter S election will terminate under the Code because, as a wholly-owned subsidiary of Buyer, it will cease to be a small business company. The termination will be effective as of the Effective Time. The Corporation will close its books as of the Effective Time and assign items of income, gain, loss, deduction, and credit to the final short S corporation tax year (ending January 31, 1997) based on the Corporation's normal methods of accounting. Sellers agree to prepare, and Buyer agrees to cause to be timely filed, federal and state Tax Returns for all periods ending prior to Effective Time, including the Corporation's final short S corporation year ending on January 31, 1997 ("Final S Period(s) Tax Returns") and to attach to the Final S Period(s) Tax Returns notifications that a termination has occurred and the date of termination. Sellers shall control preparation of the Final S Period(s) Tax Returns, shall be responsible for any Taxes due on those returns, and shall pay all costs associated with the preparation of those returns; provided, however, such returns shall be submitted to the Corporation and Buyer for filing. Buyer shall file such returns unless it shall have filed a written objection with Sellers on or prior to the due date; and, provided, further, that all tax returns relating to the final S corporation tax year shall be prepared on a basis consistent with that used in making the determination provided for in Section 10.3(a) and (b). The parties shall use their best efforts to promptly resolve any disagreements as to the Final S Period(s)
Sample 1
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Termination of Corporation's Subchapter S Election. (i)On the Closing Date, the Corporation's Subchapter S election will terminate and the termination will be effective as of the Closing Date. The Corporation will close its books as of the Closing Date and assign items of income, gain, loss, deduction, and credit to the final short S corporation tax year (ending on the Closing Date) based on the Corporation's normal methods of accounting. Sellers agree to prepare, and Buyer agrees to cause to be timely filed, federal and state Tax Returns for all periods ending prior to and on Closing Date, including the Corporation's final short S corporation year ending on the Closing Date ("Final S Period(s) Tax Returns"). Sellers shall control preparation of the Final S Period(s) Tax Returns, shall be responsible for any Taxes due on those returns, and shall pay all costs associated with the preparation of those returns; provided, however, such returns shall be submitted to the Corporation and Buyer for filing. Buyer shall file such returns unless it shall have filed a written objection with Sellers on or prior to the due date; and, provided, further, that all tax returns relating to the final S corporation tax year shall be prepared on a basis consistent with that used in making the determination provided for in Section 10.3(a) and (b). The parties shall use their best efforts to promptly resolve any disagreements as to the Final S Period(s)
Sample 1

Related to Termination of Corporation's Subchapter S Election

  • Termination of Company Upon the completion of the liquidation of the Company and the distribution of all Company assets, the Company's affairs shall terminate and the Liquidator shall cause to be executed and filed an appropriate certificate, if required, to such effect in the proper governmental office or offices, as well as any and all other documents required to effectuate the termination of the Company.

  • Termination of Merger 9.1 This Agreement may be terminated and the Merger abandoned at any time prior to the Effective Date, whether before or after shareholder approval of this Agreement, by the consent of the Board of Directors of MLGT and CXNG.

  • Effect of Death, Resignation, Removal, etc. of a Trustee The death, declination, resignation, retirement, removal, declaration as bankrupt or incapacity of one or more Trustees, or of all of them, shall not operate to dissolve the Trust or any Series or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is filled as provided in this Article IV, Section 1, the Trustee(s) in office, regardless of the number, shall have all the powers granted to the Board of Trustees and shall discharge all the duties imposed upon the Board of Trustees by this Declaration of Trust. In the event of the death, declination, resignation, retirement, removal, declaration as bankrupt or incapacity of all of the then Trustees, the Trust’s Investment Adviser(s) is (are) empowered to appoint new Trustees subject to the provisions of Section 16(a) of the 1940 Act.

  • Resignation of NCPS NCPS may resign and be discharged from the performance of its duties hereunder at any time by giving fifteen (15) business days prior written notice to the Broker and the Issuer specifying a date when such resignation shall take effect. Upon any such notice of resignation, the Broker and Issuer jointly shall appoint a successor NCPS hereunder prior to the effective date of such resignation. The retiring NCPS shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor NCPS, after making copies of such records as the retiring NCPS deems advisable. After any retiring NCPS’s resignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was escrow agent under this Escrow Agreement. Any corporation or association into which NCPS may be merged or converted or with which it may be consolidated shall be the escrow agent under this Escrow Agreement without further act.

  • Certificate of Non-Foreign Status Section 1445 of the Internal Revenue Code of 1986, as amended (the “Code”), provides that under specified circumstances, a transferee of a United States real property interest must withhold tax if the transferor is a foreign person. For United States tax purposes (including Section 1445), the owner of a disregarded entity (which has legal title to a United States real property interest under local law) will be the transferor of the real property interest and not the disregarded entity. To inform (the “Transferee”), that withholding of tax is not required upon the disposition of a United States real property interest by (the “Transferor”), the undersigned hereby certifies the following:

  • Successor Trustee by Consolidation, Merger or Conversion If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust assets to, another corporation, subject to Section 7.10 hereof, the successor corporation without any further act shall be the successor Trustee.

  • Merger, Conversion, Consolidation or Succession to Business of Trustee Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided that such corporation shall be eligible under the provisions of Section 5.08, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Securities of any series shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee and deliver such Securities so authenticated; and, in case at that time any of the Securities of any series shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificate shall have the full force which it is anywhere in the Securities of such series or in this Indenture provided that the certificate of the Trustee shall have; provided, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities of any series in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

  • Designation of Start-up Day The Closing Date is hereby designated as the "start-up day" of each of the Upper-Tier REMIC and Lower-Tier REMIC within the meaning of Section 860G(a)(9) of the Code.

  • Termination of Partnership and Cancellation of Certificate of Limited Partnership Upon the completion of the liquidation of the Partnership’s assets, as provided in Section 13.2 hereof, the Partnership shall be terminated, a certificate of cancellation shall be filed, and all qualifications of the Partnership as a foreign limited partnership in jurisdictions other than the state of Delaware shall be canceled and such other actions as may be necessary to terminate the Partnership shall be taken.

  • Termination of Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

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