S Corporation Election. Seller has filed a valid election to be treated as an S Corporation for federal and state income tax purposes and such election will remain in effect and continue to be valid through the Closing Date. Seller has filed all Tax Returns consistent with such elections.
S Corporation Election. Seller, with the consent of the Stockholders, properly elected to be taxed as an "S corporation" under Section 1362 of the Code and any corresponding state or local Tax provision effective June 30, 1994. No such election has been terminated or revoked in any taxable year subsequent thereto.
S Corporation Election. The Company is a validly electing S corporation, within the meaning of Code Sections 1361 and 1362, and will be an S corporation up to and including the day immediately prior to the Closing Date. The Company has also validly elected to be an “S corporation” in all state and local jurisdictions that recognize such status and in which it would, absent such an election, be subject to corporate income tax, and has maintained its status as an “S corporation” in each such jurisdiction at all times since the date of such election.
S Corporation Election. You are responsible for retaining a copy of your S corporation election and/or the IRS’s acceptance of it. S corporation shareholder agreements You should review your corporate buy-sell agreement and other stock agreements with your attorney to ensure these documents meet your goals for the transfer of corporate stock.
S Corporation Election. Buyer acknowledges that an election is now in effect by the Corporation to be taxed under Subchapter S of the Internal Revenue Code of 1986, as amended (the “S Corporation Election”). Buyer hereby agrees to administer the Xxxxxx Xxxxx Xxxxx Xxxxxx Trust in a manner that will not adversely affect the S Corporation Election of the Corporation.
S Corporation Election. Subsequent to the consummation of the Acquisition, either (i) (x) if the Acquisition is consummated on or before the last date permitted by law to make such an election to be effective on January 1, 2008, Borrower shall make the S Corp Election on or before such last date, (y) if the Acquisition is consummated after the last date permitted by law to make an election to be effective on January 1, 2008, Borrower shall make the S Corp Election on or before the last date permitted by law to make such an election to be effective on January 1, 2009, and (z) if Borrower fails to make the S Corp Election pursuant to clause (x) or (y) and instead complies with clause (ii) below, then Borrower shall have an ongoing obligation to make the S Corp Election on or before the last date permitted by law to make such an election to be effective for each succeeding year until the S Corp Election is successfully made and in each case, once the S Corp Election has been made, Borrower shall maintain the S Corp Election or (ii) if Borrower has failed to make the S Corp Election (or once made, maintain the S Corp Election) by the last date permitted by law to make such an election to be effective for any year beginning with 2009, then within 10 days of such last date, any Person or Persons (including under the Xxxx Investment Agreement) shall make an Investment in Borrower in the form of Junior Capital in an amount of at least $100.0 million less the Junior Capital Reduction Amount; provided that if Borrower has taken all steps necessary to make the S Corp Election but is unable to make the S Corp Election or is unable to keep the S Corp Election effective, in either case as a result of governmental, regulatory or administrative challenge or change in law, rule or regulation, for so long as Borrower is diligently contesting in good faith by appropriate proceedings such inability, Borrower shall be deemed to have complied with clause (i) above; provided further that if upon completion of any such contestation, the S Corp Election has not been made or re-applied, Borrower shall then be deemed to have failed to make the S Corp Election for all applicable years and within 10 days of the completion of such contest, any Person or Persons shall make an Investment in Borrower in the form of Junior Capital in an amount (i) for calendar year 2008 of at least the Xxxx Investment Amount, if such year is an applicable year and (ii) of at least $100.0 million for each other applicable year les...
S Corporation Election. Target (i) has been a validly electing S corporation within the meaning of Code Sections 1361 and 1362 at all times from and after January 1, 2006 and will be treated as an S corporation up to and including the Closing Date, or (ii) shall have been a partnership for federal tax purposes at all time since December 31, 2005.
S Corporation Election. The Shareholders and the shareholders of EGP agree that it is in the best interests of each such shareholder for MGP and EGP to elect to be taxed as S Corporations under of the Internal Revenue Code of 1954, as amended, and hereby elect such S Corporation status for MGP and EGP and in furtherance of such election agree to provide written consents to the S Corporation election whenever such consents are requested by the Board of Directors of MGP or EGP.
S Corporation Election. THE TARGET HAS BEEN A VALIDLY ELECTING S ------------------------ CORPORATION WITHIN THE MEANING OF SECTIONS 1361 AND 1362 OF THE CODE AT ALL TIMES SINCE ITS FORMATION, AND WILL BE AN S CORPORATION UP TO AND INCLUDING THE CLOSING DATE. (XVII)
S Corporation Election. STS is a validly electing S corporation, within the meaning of Code Sections 1361 and 1362, and will be an S corporation up to and including the day immediately prior to the Closing Date. STS has also validly elected to be an “S corporation” in all state and local jurisdictions that recognize such status and in which it would, absent such an election, be subject to corporate income Tax, and has maintained its status as an “S corporation” in each such jurisdiction at all times since the date of such election. Schedule 4.10(h) identifies each Subsidiary that is a “qualified subchapter S subsidiary” within the meaning of Section 1361(b)(3)(B) of the Code. Each Subsidiary so identified has been a qualified subchapter S subsidiary at all times since the date shown on such schedule up to an including the day prior to the Closing Date.
