Reasonably Equivalent Value and Solvency. El Paso Corporation and EPNG each represent and warrant, for itself, to the Settling Claimants, Settlement Fund, and Collateral Agent as follows as of the date hereof:
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Contingent Value Rights 2.1 CVRs.
Actuarial Equivalent The Actuarial Equivalent of the payments from the SERP determined under that Plan and this subsection shall be determined by taking into account the reduction for early commencement of benefits imposed by that Plan and by using reasonable actuarial assumptions. For purposes of determining the lump sum actuarial equivalent, the corresponding actuarial assumptions provided in the Retirement Plan (or, to the extent not provided in that Plan, as provided under GATT) shall be used.
Determination of Excise Tax Liability Unless the Company and the Executive otherwise agree in writing, the Company will select a professional services firm (the “Firm”) to make all determinations required under this Section 6, which determinations will be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 6, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive will furnish to the Firm such information and documents as the Firm reasonably may request in order to make determinations under this Section 6. The Company will bear the costs and make all payments for the Firm’s services in connection with any calculations contemplated by this Section 6. The Company will have no liability to the Executive for the determinations of the Firm.
Fair Market Value Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean:
Company Debt Liability A Member will not be personally liable for any debts or losses of the Company beyond his or her respective Capital Contributions except as provided in Section 7.6 or as otherwise required by law.
Market Value Market value shall be determined by the Lending Agent, where applicable, based upon the valuation policies adopted by the Client’s Board of Directors/Trustees.
Present Value The term "Present Value" shall have the same meaning as provided in Section 280G(d)(4) of the Code.
