Q-Sub Election definition
Examples of Q-Sub Election in a sentence
Since December 31, 2000 and at all times thereafter, ▇▇▇▇▇▇▇ Enterprises, Inc., the owner of all of the outstanding capital stock of Seller (“S Corporation Parent”), has had in effect and maintained a valid S Election and has been an S corporation within the meaning of Section 1361(a)(1) of the Code, and has had in effect and maintained, with respect to Seller, the Company and each of the SCT Subsidiaries set forth on Section 4.13(f) of the Disclosure Letter, a valid QSub Election.
The Contribution and the Q-Sub Election are together properly treated as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code (and any comparable provision of state or local income Tax Law).
Following the QSub Election and up to and including the Closing Date, the Company will be properly classified as either a “qualified subchapter S subsidiary” of Holdco as the term is defined in Section 1361(b)(3)(B) of the Code (and any comparable provision of applicable state and local income Tax Law) or a disregarded entity not separate from Holdco for federal and applicable state and local income Tax purposes.
As a result of the Restructuring, each Seller will be properly treated as an “S corporation” pursuant to Sections 1361 and 1362 of the Code from and after the date of the applicable QSub Election.
Seller shall include the statement described in Treasury Regulations Section 1.368-3(a) on or with its U.S. Tax Return for the taxable year of the formation of Seller, the Contribution, and the QSub Election.
This will be accomplished through assignments of transition team members and knowledge transfer sessions.
The S Corporation Election for each Company and the Q-Sub Election for each Subsidiary of each Company set forth in Section 4.21(t) of the Company Disclosure Letter shall be in effect immediately prior to the Closing.
There are no grounds for the revocation of the QSub Election and the Seller has not taken any action that would cause, or would result in, the termination of the Company’s status as a qualified subchapter S subsidiary.
The Parties intend that, for U.S. federal income Tax purposes, (a) the Contribution together with the Q-Sub Election qualify as a reorganization described in Section 368(a)(1)(F) of the Code and Rev.
At all times following the Q-Sub Election, University Pharmacy has been classified and treated as either (i) a qualified subchapter S subsidiary within the meaning of Section 1361(b)(3)(B) of the Code and applicable provisions of substantially similar state law, or (ii) an entity disregarded as separate from its parent within the meaning of Treasury Regulation Section 301.7701-2(c) and applicable provisions of substantially similar state law.