Corporation Election definition
Examples of Corporation Election in a sentence
Buyer hereby agrees to administer the ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Trust in a manner that will not adversely affect the S Corporation Election of the Corporation.
For those jurisdictions that do not give effect to the Corporation Election, the Partnership shall establish and maintain Partner capital accounts, allocate Profits and Losses, and address tax and accounting matters in accordance with the provisions of Exhibit A.
For those jurisdictions that do not give effect to the Corporation Election, the Partnership shall establish and maintain Partner capital accounts, allocate Profits and Losses, and address tax and accounting matters in accordance with the provisions of Exhibit A, hereunto annexed and made a part hereof, which --------- provisions are incorporated herein and shall constitute part of this Agreement.
There has not been any basis for the revocation or other termination of the S Corporation Election of TempAlert or HoldCo for federal or applicable state income Tax purposes that has not been cured as of the date hereof.
No Person other than the shareholders of the Company has owned any equity interest in the Company on or after the S Corporation Election Date.
This SECTION 5.2 shall terminate upon any such termination of the S Corporation Election.
The Corporation shall communicate the Corporation Election, if any, by delivering written notice of such election to the holder.
Neither the Company nor any ------------------------ Stockholder, by any act or failure to act, shall terminate, or have the effect of terminating, the S Corporation Election, unless the Company, by written resolution of its Board of Directors, first directs or consents to such act or failure to act, and Stockholders holding at least fifty-two percent (52%) of the Shares shall consent to such action or failure to act.
In addition, the U.S. Shareholders covenant and agree they shall indemnify and save harmless Acquiror from and against any and all Damages incurred or suffered directly or indirectly by Acquiror and resulting from the Taxes described in the preceding sentence, or attributable to Taxes which would not have been payable by or assessable against the U.S. Company if a valid S Corporation Election had been in effect with respect to the U.S. Company during such Tax periods.
None of the Company, any Subsidiary or any shareholder of the Company has taken any action on or after the S Corporation Election Date that could reasonably be expect to result in the termination of the “S corporation” status of the Company or the termination of the “qualified subchapter S subsidiary” status of any Subsidiary for federal or any applicable state or local Income Tax purposes.