Common use of Certain Assumptions Clause in Contracts

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 a 44 percent interest in SpinCo for purposes of Section 355(e).

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 a 44 percent interest the Assumed 355(e) Interest in SpinCo for purposes of Section 355(e).