Common use of S Corporation Status Clause in Contracts

S Corporation Status. Company has been a validly electing S ----------------------- corporation within the meaning of Code Sections 1361 and 1362 at all times during its existence, and Company will be an S corporation up to the consummation of the Merger. Sellers make no representation or warranty concerning the tax effects of the loss of S corporation status as a result of the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Charys Holding Co Inc)

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S Corporation Status. The Company and any predecessor to the Company has been a validly electing S ----------------------- corporation corporation, within the meaning of Code Sections Section 1361 and Section 1362 of the Code and for state Tax law purposes, except in those states which do not recognize S corporation status, at all times during its existencesince April 1, 1987, and Company will be an S corporation up to and including the consummation of the MergerClosing Date. Sellers make no representation or warranty concerning the tax effects of the loss of The Company has not had and does not have any Subsidiaries other than Subsidiaries that always have been "qualified subchapter S corporation status as a result of the Mergersubsidiaries."

Appears in 1 contract

Samples: Stock Purchase Agreement (First Ipswich Bancorp /Ma)

S Corporation Status. The Company (and any predecessor of the Company) has been a validly electing S ----------------------- corporation within the meaning of Code Sections 1361 and 1362 at all times during its existence, and the Company will be an S corporation up to and including the consummation of day before the MergerClosing Date. Sellers make no representation or warranty concerning the tax effects of the loss of The Company will similarly qualify as an S corporation status as a result of the Mergerfor state or local income tax purposes.

Appears in 1 contract

Samples: Stock Purchase Agreement (Eps Solutions Corp)

S Corporation Status. The Company (and any predecessor of the Company) has been a validly electing S ----------------------- corporation within the meaning of Code Sections 1361 and 1362 at all times during its existencesince 1993, and the Company will be an S corporation up to the consummation of the Merger. Sellers make no representation or warranty concerning the tax effects of the loss of S corporation status as a result of the Merger.an including

Appears in 1 contract

Samples: Stock Purchase Agreement (Eps Solutions Corp)

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S Corporation Status. The Company (and any predecessor of the Company) has been a validly electing S ----------------------- corporation within corporation,” as that term is defined in §1361(a) and §1362 of the meaning of Code Sections 1361 Code, for U.S. federal income tax purposes and 1362 under any applicable corresponding state Law, at all times during its existencesince November 1, 1988 (the “S Election”), and the Company will be an S corporation up to through the consummation Closing Date. There are no grounds for the revocation of the Merger. Sellers make no representation S Election and the Company has not taken any action that would cause, or warranty concerning would result in, the tax effects termination of the loss of S corporation status as a result of the MergerCompany.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ufp Technologies Inc)

S Corporation Status. The Company (and any predecessor of the Company) has been a validly electing S ----------------------- corporation within the meaning of Code Sections 1361 and 1362 at all times during its existencesince March 6, 1986, and the Company will be an S corporation up to and including the consummation of day before the MergerClosing Date. Sellers make no representation or warranty concerning the tax effects of the loss of The Company will similarly qualify as an S corporation status as a result of the Mergerfor state or local income tax purposes.

Appears in 1 contract

Samples: Stock Purchase Agreement (Eps Solutions Corp)

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