Subchapter S Election Clause Samples

Subchapter S Election. Dakota and each Dakota Subsidiary is a "small business corporation" for which a valid qualified subchapter S subsidiary election under Section 1361(b)(3) of the Internal Revenue Code 1986, as amended (the "Code") and the equivalent provisions of all applicable state income tax statutes has been in effect since January 1, 1997. As of the date of this Agreement, Dakota has not taken any action which might have caused the revocation of such Subchapter S status.

Subchapter S Election. If at the time of a transfer of stock permitted hereunder, the Corporation then is an "S" corporation, the transferee and new stockholder shall be required to consent in writing not to revoke such "S" election without the unanimous approval of all other stockholders. Such written consent shall be executed and delivered prior to the delivery of the shares to the transferee at the closing of such sale and transfer.

Subchapter S Election. The Company may, upon unanimous consent of the Members, elect to be treated for income tax purposes as an S Corporation. This designation may be changed as permitted under the Internal Revenue Code Section 1362(d) and applicable Regulations.

Subchapter S Election. Seller shall have the right effective as of the Closing Date to terminate the Corporation's Subchapter S election and shall have the obligation to file any final tax returns due with respect to the Corporation for the tax year ending on December 31,1996. Any and all taxes and tax returns due and payable for the tax years commencing on the Closing Date shall be the responsibility of Purchaser and any and all taxes and tax returns due and payable for the tax years prior to the Closing Date shall be the responsibility of Seller.

Subchapter S Election. Community Development Financial Institution Status; Domestic Ownership 7 Section 3.4 Authorization and Enforceability 7 Section 3.5 Anti-Takeover Provisions and Rights Plan 8 Section 3.6 No Company Material Adverse Effect 9 Section 3.7 Company Financial Statements 9 Section 3.8 No Undisclosed Liabilities 9 Section 3.9 Offering of Securities 9 Section 3.10 Litigation and Other Proceedings 9 Section 3.11 Compliance with Laws 9 Section 3.12 Employee Benefit Matters 10 Section 3.13 Taxes 11 Section 3.14 Properties and Leases 11 Section 3.15 Environmental Liability 11 Section 3.16 Risk Management Instruments 11 Section 3.17 Agreements with Regulatory Agencies 12 Section 3.18 Insurance 12 Section 3.19 Intellectual Property 12 Section 3.20 Brokers and Finders 13 Section 3.21 Disclosure Schedule 13 Section 3.22 CPP Senior Subordinated Securities 13 Section 3.23 Amendment to Charter and Other Documents to Effect Section 5.12(b) 13

Subchapter S Election. The Company covenants to elect to be taxed as an S corporation under the provisions of Subchapter S of the Code, and any successor section or sections thereto, such election to take effect as soon as permitted under the Code after the date of this Agreement.

Subchapter S Election. DarkHorse and the Owners hereby represent and warrant that DarkHorse is a reporting Subchapter "S" corporation with the Internal Revenue Service, and that DarkHorse is treated, from a tax reporting standpoint under the rules and regulations, as a Subchapter "S" corporation of the Internal Revenue Code, and that the Owners shall be responsible for any prior year or existing taxes.

Subchapter S Election. Each Principal acknowledges that the Company has elected, and the Principals have consented to have the Company treated, for federal and state income tax purposes, as a subchapter “S” corporation and that each Principal has delivered to the Company a written consent to the Company’s treatment as a subchapter “S” corporation, if necessary. Each Principal shall provide to the Company, immediately upon the Company’s request, such properly signed consents or other documents as, in the opinion of the Company, may be necessary or useful to maintaining the Company’s status as a subchapter “S” corporation, and each Principal covenants that he will do nothing to interfere with the Company’s maintaining its status as a subchapter “S” corporation for federal and state income tax purposes.

Subchapter S Election. TheCompany may,upon unanimous consentofthe Members,elect tobe treatedforincome taxpurposes asan S Corporation.This designation may be changed aspermittedunder theInternalRevenue Code Section1362(d)and applicableRegulations.