QSub Election definition

QSub Election has the meaning set forth in the Recitals.

QSub Election has the meaning set forth on Exhibit 2.

QSub Election has the meaning set forth in Section 4.13(f).

Examples of QSub Election in a sentence

• Since December 31, 2000 and at all times thereafter, Xxxxxxx 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 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.

• For example, if an S corporation intended to make a QSub Election with an Effective Date of June 1, 2012, but it failed to file any income tax returns, it can attach an Election Form to a late filed 2010 Form 1120S only if the late filed 2010 Form 1120S is filed before August 15, 2015 (which is 3 years and 75 days following the June 1, 2012 Effective Date) and all other delinquent Forms 1120S are filed simultaneously and consistently with the requested relief.

• From the effective time of the QSub Election until the transfer of the Purchased Interests pursuant to Section 2.1 the Company has been validly treated as a qualified subchapter S subsidiary pursuant to Section 1361(b)(3)(B) of the Code and the Laws of each state and other jurisdiction in which the Company conducted business or could otherwise be subject to income Taxes.

• To the extent required, each Owner shall include the statement described in Treasury Regulations Section 1.368-3(b) on or with its U.S. Tax Return for the taxable year of the formation of Seller, the Contribution, and the QSub Election.

More Definitions of QSub Election

QSub Election means an election under Section 1361(b)(3) of the Code and Treasury Regulation Section 1.1361-3 to treat a wholly-owned subsidiary of an S-corporation as a qualified subchapter S subsidiary of such corporation.

QSub Election is defined in the Recitals.

QSub Election shall have the meaning set forth in the recitals of this Agreement.

QSub Election has the meaning specified in the definition of “Reorganization”.

QSub Election has the meaning set forth on Exhibit 2. “R&W Insurance Policy” means that certain representations and warranties insurance policy issued by Ethos Specialty Insurance Services LLC to Acquiror in connection with the transactions contemplated hereby, in form and substance reasonably acceptable to Acquiror. “Registered Company IP” has the meaning set forth in Section 3.14(a)(i). “Related Party” means (A) any officer, director, shareholder or Affiliate of the Company, NewCo, any Seller Guarantor or any Seller or (B) any immediate family member of any such Person in the preceding clause (A). “Related Software” has the meaning set forth in the definition of “Open License Terms”. “Releasees” has the meaning set forth in Section 6.11(a). “Releasing Parties” has the meaning set forth in Section 6.11(a). “Relevant Service Provider” means each current or former Company Employee, director, officer and other individual service provider to the Company. “Representatives” means, with respect to any Person, any director, officer, agent, employee, general partner, member, stockholder, equityholder, advisor, manager, consultant, counsel, accountant or other representative of such Person. “Restricted Period” has the meaning set forth in Section 6.13(a). “Restrictive Covenant Agreement” means that certain Restrictive Covenant Agreement, to be entered into by the Company and Paulo Merloti, substantially in the form attached hereto as Exhibit 5. “Restructuring” has the meaning set forth in the Recitals. “Rev. Proc. 2004-35 Filing” means request for relief filed pursuant to IRS Revenue Procedure 2004-35, 2004-23 IRB 1029, in respect of the Company in connection with late shareholder consents for an S Corporation in a community property state. “S Corporation Tax Proceeding” has the meaning set forth in Section 8.1(d). “S Corporation Tax Returns” has the meaning set forth in Section 8.1(c). “Section 1542” has the meaning set forth in Section 6.11(b).

QSub Election shall have the meaning set forth in the definition of Reorganization in this Section 11.18.

QSub Election is defined in Section D of the Background Section.