S Corporation Status. The Company and Seller shall not revoke the Company’s election to be taxed as an S corporation within the meaning of Code § 1361 and § 1362. The Company and Sellers shall not take or allow any action that would result in the termination of the Company’s status as a validly electing S corporation within the meaning of Code § 1361 and § 1362.
S Corporation Status. (a) Prior to the Closing Date, Holdings has qualified and elected to be treated as an “S Corporation” under Subchapter S of the Code, and on the Closing Date each Domestic Subsidiary of Holdings (other than any such Subsidiary that is an “Ineligible Corporation” under Section 1361(b)(2) of the Code) has qualified and elected to be treated as a “qualified subchapter S subsidiary”, in each case for U.S. federal income tax purposes and in accordance with all applicable Requirements of Law.
(b) Prior to the Closing Date, no Governmental Authority has disputed in writing Holdings’ qualification as an “S Corporation” under Subchapter S of the Code, or the qualification of each Domestic Subsidiary of Holdings (other than any such Subsidiary that is an “Ineligible Corporation” under Section 1361(b)(2) of the Code) as a “qualified subchapter S subsidiary”, in each case for U.S. federal income tax purposes.
S Corporation Status. Neither the Company nor the Sole Stockholder shall revoke the election of the Company to be taxed as an S corporation within the meaning of Sections 1361 and 1362 of the Code on or prior to the Closing Date. The Company and the Sole Stockholder shall not take or allow any action that would result in the termination of the Company’s status as a validly electing S corporation within the meaning of Sections 1361 and 1362 of the Code on or prior to the Closing Date (other than as contemplated by this Agreement).
S Corporation Status. The Company has been an electing S corporation within the meaning of the Code at all times since its incorporation, and will remain an S corporation through the Closing Date.
S Corporation Status. Take, or fail to take, any action that would terminate, or could reasonably be expected to lead to the termination of, Holdings' qualification as an "S Corporation" under Subchapter S of the Code, or the qualification of each Domestic Subsidiary of Holdings (other than any such Subsidiary that is an "Ineligible Corporation" under Section 1361(b)(2) of the Code) as a "qualified subchapter S subsidiary", in each case for U.S. federal income tax purposes.
S Corporation Status. If Target is an S Corporation, Transferor acknowledges that as a result of the consummation of the transactions contemplated by this Agreement, Target's S Corporation status will terminate as of the Closing Date. Notwithstanding anything in this Section 10 to the contrary, Transferor agrees that he will file any required S Corporation federal, state or local tax returns for Target for the period from January 1, 1997 through the Closing Date and will pay all applicable Taxes for such period. Transferor will elect under Section 1362(e)(3) of the Code not to have the pro rata allocation method of Section 1362(e)(2) of the Code apply to Target's final taxable year as an S Corporation.
S Corporation Status. The Company (and any predecessor of the Company) was at all times during its existence until June 28, 2007 a validly electing S corporation, within the meaning of Sections 1361 and 1362 of the Code. On June 29, 2007, the Company’s status as an S Corporation terminated. The Company has not made any election under Treasury Regulations Section 301.7701-3 to be taxed other than as a corporation for U.S. federal income tax purposes.
S Corporation Status. (a) On or prior to the Closing Date, Seller shall not permit any of the holders of Seller Common Stock to revoke Seller’s election to be Taxed as an “S corporation,” or take or allow any action or fail to take any action that would result in the termination of Seller’s status as a validly electing “S corporation” within the meaning of Sections 1361 and 1362 of the Code, or the termination of any Seller Subsidiary’s status as a ‘‘qualified subchapter S subsidiary’’ within the meaning of Section 1361(b)(3)(B) of the Code.
(b) If any Tax authority determines or proposes to determine that Seller did not have a valid election in effect under Section 1362(a) of the Code to be treated as an S corporation as of the Closing Date (without regard to the transfer of Seller Common Stock under this Agreement), Seller, on behalf of the holders of Seller Common Stock, shall cooperate with Buyer, and use commercially reasonable efforts, to obtain from the IRS a waiver of the termination and reinstatement of such S corporation status through the Closing Date pursuant to Section 1362(f) or any similar relief available with respect to state and local income taxation. In the event of such a challenge to the S corporation status of Seller, Seller, on behalf of the holders of Seller Common Stock, shall promptly take all steps pursuant to Section 1362(f)(3) of the Code, and shall make such adjustments as may be required by the IRS pursuant to Section 1362(f)(4) as a condition of obtaining such waiver and reinstating the S corporation status through the Closing Date (and any similar adjustments required under analogous state and local Tax provisions. The holders of Seller Common Stock shall bear the entire expense of procuring the waiver and reinstatement of the S status of the Company described above, including the legal, accounting, and Tax costs of taking such steps and of making such adjustments as may be required.
S Corporation Status. Targets and Sellers will not revoke the Target Corporations' election to be taxed as S corporations within the meaning of Code Sections 1361 and 1362. The Target Corporations and Sellers will not take or allow any action other than the sale of the Target Corporations' stock pursuant to this Agreement that would result in the termination of Target Corporations' status as a validly electing S corporations within the meaning of Code Sections 1361 and 1362.
S Corporation Status. From the date hereof through the Closing Date, the Shareholders and the Conveyed Corporations shall maintain the status as an S corporation for federal, state and local Income Tax purposes of each of the Conveyed Corporations (other than any Conveyed Corporation that is not an S corporation for federal, state or local Income Tax purposes as of the date hereof).
