Subchapter S Status Clause Samples
The Subchapter S Status clause establishes requirements or representations regarding a company's election to be taxed as an S corporation under the Internal Revenue Code. Typically, this clause may require the company to maintain its S corporation status throughout the term of an agreement, or to notify the other party if its status changes. By including this provision, parties ensure that the anticipated tax treatment and related benefits or obligations associated with S corporation status are preserved, thereby preventing unexpected tax consequences or compliance issues.
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Subchapter S Status. Neither the Company nor any of its stockholders, with respect to the Company, have applied for qualification as an "S Corporation" as such term is defined in the Code and regulations promulgated thereunder.
Subchapter S Status. The Company (and any predecessor of the Company) has been a validly electing S corporation within the meaning of Sections 1361 and 1362 of the Code during the following periods, and the Company will be an S corporation up to and including the day before the Closing Date: (i) from its inception through December 31, 1994, and (ii) from January 1, 1997 including at all times during 1999 up to and including the day before the Closing Date. Each Subsidiary of the Company identified on Schedule 4.01 that is a corporation for federal income tax purposes is a "qualified subchapter S subsidiary" within the meaning of Section 1361(b)(3)(B) of the Code, has been a "qualified subchapter S subsidiary" at all times since the date shown on such schedule, and will continue to be a "qualified subchapter S subsidiary" up to and including the day before the Closing Date.
Subchapter S Status. Sellers shall cause each of Ecolochem and International to maintain its respective status as an "S corporation" for U.S. Tax purposes through the Closing Date. Sellers shall cause each of S.A.R.L. and Moson Holdings to maintain its status as a societe a responsibilite limitee and limited liability company, respectively, so that each will be treated as a partnership for U.S. Tax purposes through the Closing Date.
Subchapter S Status. As of the Closing Date, the Company has executed and has caused all other Persons to execute the applicable election forms or other filings required to be made for purposes of the Company's election to be taxed as an "S corporation" as such term is defined in Section 1361 of the Code. Beginning with the Company's taxable year ending September 30, 2002, the Company was and as of the Closing Date remains taxable as an S corporation. The ESOT is not subject to tax imposed under the Code with respect to any item of income or loss of the Company or any Subsidiary of the Company.
Subchapter S Status. The Company represents that it has elected to be, and currently is, treated as a subchapter S corporation for federal income tax purposes, and that neither the Company nor any of its stockholders has any present intention to change such status.
Subchapter S Status. The Company has validly elected to be ------------------- treated as a Subchapter S corporation within the meaning of Section 1361 of the Code. The Company has at all times since March 1, 1990 qualified to be treated as a Subchapter S corporation within the meaning of Section 1361 of the Code.
Subchapter S Status. 55 5.21 Leases........................................................ 55 5.22
Subchapter S Status. The Company made a timely and valid election to be treated as an S corporation (as defined in Section 1361(a) of the Code) from the date of its formation, and such status has continued without interruption to the date hereof.
Subchapter S Status. FROM ITS INCORPORATION IN 1990 UNTIL JUNE ------------------- 29, 1997, THE COMPANY HAD VALIDLY ELECTED TO BE TREATED AS A SUBCHAPTER S CORPORATION WITHIN THE MEANING OF SECTION 1361 OF THE CODE. THE COMPANY WAS AT ALL TIMES FROM MARCH 1, 1990 UNTIL JUNE 29, 1997 QUALIFIED TO BE TREATED AS A SUBCHAPTER S CORPORATION WITHIN THE MEANING OF SECTION 1361 OF THE CODE.
Subchapter S Status. For all taxable periods since January 1995, the Company has been qualified and has been treated for U.S. federal income tax purposes as an "S Corporation" as defined in Section 1361(a) of the Internal Revenue Code of 1986, as amended (the "Code") and the Treasury Regulations thereunder, and since January 1995 has been so qualified and treated for state and local income tax purposes pursuant to analogous state or local provisions in Alabama.