Certain Assumptions. For purposes of this Section 13, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Excise Tax is payable and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive’s residence on the effective date of the Executive’s termination, net of the reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Except as otherwise provided herein, all determinations required to be made under this Section 13 shall be made by Tax Counsel, which determinations shall be conclusive and binding on the Executive and the Employers, absent manifest error.
Certain Assumptions. For purposes of this Agreement (including the restrictions and covenants and obligations of the Parties set forth in this Section 7, the requirements for an Unqualified Tax Opinion, and any other provision of this Agreement or determination hereunder relating to the U.S. Tax-Free Status of the External Separation Transactions or the Internal Distributions (or the application of Section 355(e) of the Code thereto)), it shall be assumed that, except to the extent expressly ruled otherwise by the IRS in the Private Letter Ruling or in a supplemental private letter ruling, (a) the Specified Acquisition is “part of a plan (or series of related transactions)” with each of the Distributions for purposes of Section 355(e) of the Code, and (b) the Specified Acquisition resulted in one or more persons acquiring directly or indirectly common stock representing no less than the Specified Percentage Interest in each of the SpinCos for purposes of Section 355(e) of the Code.
Certain Assumptions. For purposes of determining whether any transaction or series of transactions is a Section 7.02(e) Acquisition Transaction or a Proposed Acquisition Transaction, it shall be assumed that certain transactions resulted in one or more persons acquiring directly or indirectly common stock representing no less than the Specified Percentage Interest in SpinCo for purposes of Section 355(e) of the Code.
Certain Assumptions. For purposes of this Section 12, the Employee shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Excise Tax is payable and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Employee's residence on the effective date of the Employee's termination, net of the reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Except as otherwise provided herein, all determinations required to be made under this Section 12 shall be made by Tax Counsel, which determinations shall be conclusive and binding on the Employee and the Bank, absent manifest error.
Certain Assumptions. For purposes of this Agreement (including the restrictions and covenants and obligations of the parties set forth in this Article 7, the requirements for an Unqualified Tax Opinion, and any other provision of this Agreement or determination hereunder relating to the Tax-Free Status of the 355 Distributions (or the application of Section 355(e) thereto)), it shall be assumed that, except to the extent expressly ruled otherwise by the IRS in the Private Letter Ruling, (a) each of the Rice Merger, any acquisition of Exchange Debt by a financial institution in connection with a Debt-for-Equity Exchange, and any disposition of the Retained Shares (including pursuant to a Debt-for-Equity Exchange) are “part of a plan (or series of related transactions)” with the External Distribution for purposes of Section 355(e) (b) none of the exceptions set forth in Section 355(e)(3) apply with respect to any acquisition of Retained Shares in exchange for any Exchange Debt acquired by a financial institution in connection with a Debt-for-Equity Exchange and (c) the Rice Merger and the disposition of all of the Retained Shares by EQT (including pursuant to a Debt-for- Equity Exchange) will result in one or more persons acquiring directly or indirectly stock representing no less than the Assumed 355(e) Interest in SpinCo for purposes of Section 355(e).
Certain Assumptions. With your permission I have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to me as copies; (c) with respect to factual matters therein, the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates I have reviewed; (d) the due authorization, execution and delivery by you and the binding effect thereof on you; (e) the compliance by you with any applicable requirements to file returns and pay taxes under the California Franchise Tax Law; and (f) the absence of any evidence extrinsic to the provisions of the written agreements between the parties that the parties intended a meaning contrary to that expressed by those provisions. CERTAIN LIMITATIONS AND QUALIFICATIONS Whenever a statement herein is qualified by the phrase "to my knowledge" or similar phrase, it is intended to indicate that, during the course of my representation of the Seller in connection with the sale of the Business, no information that would give me current actual knowledge of the inaccuracy of such statement has come to my attention or the attention of those attorneys presently in the Legal Department of Seller who have rendered legal services in connection with the representation described in the first paragraph of this opinion letter. However, I have not undertaken any independent investigation or review to determine the accuracy of any such statement, and any limited inquiry undertaken by the Legal Department during the preparation of this opinion letter should not be regarded as such an investigation or review. No inference as to my knowledge of any matters bearing on the accuracy of any such statement should be drawn from the fact of my representation of Seller. I express no opinion as to: (a) matters of law in jurisdictions other than the State of California and the United States, except to the extent necessary to render the opinions set forth with respect to Delaware corporate law, or (b) the enforceability under California law of a choice of law provision in the documents described herein. As you know, I am not licensed to practice law in the State of Delaware and my opinions as to Delaware law are based solely on my review of a standard compilation of the corporate statutes of Delaware. Finally, I express no opinion as to any matters of municipal law or the laws of any ...
Certain Assumptions. With your permission I have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to me as copies and the truth, accuracy, and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates I have reviewed; and (c) the absence of any evidence extrinsic to the provisions of the written agreements between the parties that the parties intended a meaning contrary to that expressed by those provisions. Certain Limitations and Qualifications I express no opinion as to laws other than laws of the State of California, the federal law of the United States of America and the General Corporation Law of the State of Delaware. I am licensed to practice law only in the State of California. The phrase "to the best of my knowledge" is intended to indicate that, during the course of the performance of my duties as Vice President, Legal Affairs, of the Borrower, no information that would give me current actual knowledge of the inaccuracy of such statement has come to my attention.
Certain Assumptions. Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used: • The relevant price per share of VEREIT common stock is $47.29, which is the average closing price per share of VEREIT common stock as reported on the NYSE over the first five business days following the first public announcement of the Merger on April 29, 2021; • The Merger Effective Time as referenced in this section occurs on June 2, 2021, which is the assumed date of the effective time solely for purposes of the disclosure in this section; and • The employment of each executive officer of VEREIT is terminated by Realty Income without “cause” or due to the executive officer’s resignation for “good reason” (as such terms are defined in the relevant plans and agreements), in either case immediately following the assumed Merger Effective Time. The amounts indicated below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described above, and do not reflect certain compensation actions that may occur before completion of the Merger.
Certain Assumptions. The Initial Cost Estimate includes engineering, labor, materials, subcontracts and applicable overheads, and is based, in part, on the following assumptions:
Certain Assumptions. For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to have (a) paid federal income taxes at the highest marginal rate of federal income applicable to you for the calendar year in which the Gross-Up Payment is to be made and (b) paid applicable state and local income taxes at the highest rate of taxation applicable to you for the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. If You Are Audited You are required to notify the Company in writing of any written claim by the Internal Revenue Service (“IRS”) or any state or local taxing authority (together with the IRS, a “Taxing Authority”) that, if successful, would require you to pay an Excise Tax such that your aggregate liability for all Excise Taxes would exceed any Gross-Up Payments previously determined by the Calculation Firm to be due and that were paid to you or to any Taxing Authority on your behalf. Such notification shall be given to the Company as soon as practicable, but in any event no later than ten (10) business days after you are given notice in writing of such claim by the Taxing Authority. You are required to provide the Company a copy of the notice of claim by the Taxing Authority and the date set forth in the claim that the Taxing Authority specifies as the due date for payment of such claim. You may not pay such claim prior to the expiration of the thirty (30) day period following the date on which you give such written notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company does not notify you in writing prior to the expiration of such thirty (30) day period that the Company desires to contest such claim, the Company shall, within fifteen (15) business days after the expiration of such thirty (30) day period, pay to you or to any Taxing Authority on your behalf the amount claimed to be due by the Taxing Authority, such that, on an after-tax basis, you are held harmless for any Excise Tax. If the Company notifies you in writing prior to the expiration of such thirty (30) day period that the Company desires that you contest such claim with the Taxing Authority, you must (a) give the Company any information reasonably requested by the Company relating to such claim, (b) take such action in connection with contesting such claim as the Compan...
