Common use of Subchapter S Clause in Contracts

Subchapter S. The COMPANY has elected, by the unanimous consent of the Stockholders and is in compliance with all applicable legal requirements, to be taxed under Subchapter "S" of the Code and corresponding provisions under any applicable state and local tax laws, such elections are currently in full force and effect for the COMPANY. No action has been taken by the COMPANY or any Stockholders that may result in the revocation of any such elections. The COMPANY has no "Subchapter C earnings and profits" as defined in Section 1362(d) of the Code. The COMPANY has no "net unrealized built-in gain" as such term is defined in Sections 1374(d)(1) and 1374(d)(8) of the Code. The COMPANY has no Liability for the payment of any income Taxes under the Code or under Subchapter S of the Code.

Subchapter S. The COMPANY has elected, by the unanimous consent of the Stockholders Stockholder and is in compliance with all applicable legal requirements, to be taxed under Subchapter "S" of the Code and corresponding provisions under any applicable state and local tax laws, such elections are currently in full force and effect for the COMPANY. No action has been taken by the COMPANY or any Stockholders Stockholder that may result in the revocation of any such elections. The COMPANY has no "Subchapter C earnings and profits" as defined in Section 1362(d) of the Code. The COMPANY has no "net unrealized built-in gain" as such term is defined in Sections 1374(d)(1) and 1374(d)(8) of the Code. The COMPANY has no Liability for the payment of any income Taxes under the Code or under Subchapter S of the Code.