Common use of Subchapter S Matters Clause in Contracts

Subchapter S Matters. The Company (i) has made an effective, valid and binding S election pursuant to Section 1362 of the Code, (ii) has maintained its status as an S Corporation pursuant to Section 1361 of the Code without lapse or interruption, and (iii) has made and continuously maintained elections similar to the federal S election in each state or local jurisdiction where the Company does business or is required to file a tax return to the extent such states or jurisdictions permit such elections. The Company neither is nor will or can be subject to the built-in gains tax under Section 1374 of the Code or any similar corporate level tax imposed on the Company by any taxing authority. To the Knowledge of Sellers and the Company, the Company has no Tax item, election, agreement or adjustment which will accelerate or trigger income or deferred deductions of the Company solely as a result of termination of the Company’s status as an S Corporation.

Subchapter S Matters. The Company (i) has made an effective, valid and binding S election pursuant to Section 1362 of the Code, (ii) has maintained its status as an S Corporation pursuant to Section 1361 of the Code without lapse or interruption, and (iii) has made and continuously maintained elections similar to the federal S election in each state or local jurisdiction where the Company does business or is required to file a tax return to the extent such states or jurisdictions permit such elections. The Company neither is nor will or can be subject to the built-in gains tax under Section 1374 of the Code or any similar corporate level tax imposed on the Company by any taxing authority. To the Knowledge of Sellers and the Company, the Company has no Tax item, election, agreement or adjustment which will accelerate or trigger income or deferred deductions of the Company solely as a result of termination of the Company’s 's status as an S Corporation.