S Corp Sample Clauses

S Corp. The Target has been an S Corporation since its inception within the meaning of Section 1361(a) of the Code. The Target has no unpaid balance of federal or state income Taxes resulting from (i) any built-in gains under Section 1374 of the Code, (ii) any excess net passive income under Section 1375 of the Code or (iii) any adjustments under Section 481(a) of the Code. Neither the Target nor any Target Stockholder has taken, or failed to take, any action, or is aware of any circumstances, that would cause the Target not to be classified as an S Corporation within the meaning of Section 1361(a) of the Code.
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S Corp. Termination. ................................................................10 9. ARBITRATION.............................................................................................10 10. SURVIVAL OF WARRANTIES, REPRESENTATIONS AND AGREEMENTS..............................................................................................10
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S Corp. Termination. Seller acknowledges and agrees that Buyer's S Corporation election and status under the Internal Revenue Code may be terminated voluntarily or involuntarily and at any time and releases Buyer, the holders of the warrants referred to in Paragraph 8.3, and the respective directors, officers, employees, attorneys, and the respective successors and assigns of each them from any claims arising out of or in connection with any such termination.
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S Corp. Termination . ................................ ......................................11 8.8 Right to Participate in Future Stock Offerings ..............................................11 8.9 Call Restriction and Voting of Shares .......................................................12 8.10.
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S Corp. 46 Exhibit A - Form of Escrow Agreement Exhibit B - Form of Release Exhibit C - Form of Articles of Merger Exhibit D - Form of Plan of Merger Exhibit E - Form of Real Property Transfer Agreement - Plant Exhibit F - Form of Real Property Transfer Agreement - Lot Exhibit G - Form of Employment Agreement - Xxxxx Xxxxxx Exhibit H - Form of Employment Agreement - Xxxxx Xxxxxxxxx Exhibit I - Release of LBW Management, LLC MERGER AGREEMENT This MERGER AGREEMENT (this "Agreement") is made as of October 1, 2004, among A.S.V., Inc., a Minnesota corporation ("Buyer"), LMI Merger Corp., a North Dakota corporation and wholly owned subsidiary of Buyer ("Merger Subsidiary"), Xxxxxxxxx Mfg. Inc., a North Dakota corporation (the "Company"), Xxxxxxx X. Xxxxxxxxx and her successors in trust, as trustees of The Xxxxxxx X. Xxxxxxxxx Revocable Trust March 28, 1996, the sole shareholder of the Company (the "Loegering Trust"), and Xxxxxxx X. Xxxxxxxxx, an individual resident of the State of North Dakota (the Loegering Trust and Xxxxxxx X. Xxxxxxxxx are collectively referred to in this Agreement as the "Shareholder").
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Related to S Corp

  • S Corporation The Company has not made an election to be taxed as an "S" corporation under Section 1362(a) of the Code.

  • 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).

  • REIT A “real estate investment trust” under Sections 856 through 860 of the Code or as may be amended. Sale or Sales. Any transaction or series of transactions whereby: (i) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of any Real Property or portion thereof, including the lease of any Real Property consisting of a building only, and including any event with respect to any Real Property which gives rise to a significant amount of insurance proceeds or condemnation awards; (ii) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of all or substantially all of the interest of the Corporation or the Operating Partnership in any Joint Venture in which it is a co-venturer or partner; (iii) any Joint Venture directly or indirectly (except as described in other subsections of this definition) in which the Company or the Operating Partnership as a co-venturer or partner sells, grants, transfers, conveys, or relinquishes its ownership of any Real Property or portion thereof, including any event with respect to any Real Property which gives rise to insurance claims or condemnation awards; or (iv) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, conveys or relinquishes its interest in any Real Estate Related Asset or portion thereof (including with respect to any Mortgage, all payments thereunder or in satisfaction thereof other than regularly scheduled interest payments) of amounts owed pursuant to such Mortgage and any event which gives rise to a significant amount of insurance proceeds or similar awards; or (v) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of any other asset not previously described in this definition or any portion thereof, but not including any transaction or series of transactions specified in clauses (i) through (v) above in which the proceeds of such transaction or series of transactions are reinvested by the Company in one or more assets within 180 days thereafter.

  • Taxation as Partnership The Company shall be treated as a partnership for U.S. federal income tax purposes.

  • Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • U.S. Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • Public Utility Holding Company Act and Investment Company Act Status The Company is not a “holding company” or a “public utility company” as such terms are defined in the Public Utility Holding Company Act of 1935, as amended. The Company is not, and as a result of and immediately upon the Closing will not be, an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

  • Tax Partnership It is the intention of the Partners that the Partnership be classified as a partnership for U.S. federal tax purposes. Neither the Partnership nor any Partner shall make an election for the Partnership or any Series to be excluded from the application of the provisions of subchapter K of chapter 1 of subtitle A of the Code or any similar provisions of applicable state or local law or to be classified as other than a partnership pursuant to Treasury Regulation Section 301.7701-3 or any similar provision of state or local law.

  • Investment Company; Public Utility Holding Company Neither the Company nor any Subsidiary is an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or a "public utility holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended.

  • Management of Partnership (Check One) ☐ - Partnership: The business and affairs of the Company shall be conducted and managed by the Partners in accordance with this Agreement and the laws of the State of Nebraska. Except as expressly provided elsewhere in this Agreement, all decisions respecting the management, operation and control of the business and affairs of the Partnership and all determinations made in accordance with this Agreement shall be made by the affirmative vote or consent of Partners holding a majority of the percentage interest of the Partnership. Notwithstanding any other provision of this Agreement, the Partners shall not, without the prior written consent of the unanimous vote or consent of the Partners, sell, exchange, lease, assign or otherwise transfer all or substantially all of the assets of the Partnership; sell, exchange, lease (other than space leases in the ordinary course of business), assign or transfer the Partnership’s assets; mortgage, pledge or encumber the Partnership’s assets other than is expressly authorized by this Agreement; prepay, refinance, modify, extend or consolidate any existing mortgages or encumbrances; borrow money on behalf of the Partnership in the excess of $ .00; lend any Partnership funds or other assets to any person in an amount or with a value in excess of $ .00; establish any reserves for working capital repairs, replacements, improvements or any other purpose, in excess of an aggregate of$ .00; confess a judgment against the partnership; settle, compromise or release, discharge or pay any claim, demand or debt in excess of $ .00, including claims for insurance; approve a merger or consolidation of the Partnership with or into any other limited liability company, corporation, partnership or other entity; or change the nature or character of the business of the Partnership. ☐ - Limited Partnership: Except as otherwise set forth herein, the General Partner shall have control of the Partnership and exercise ordinary business judgment in managing the Partnership. The General Partner shall have the power and authority including, but not limited to the following: