Common use of Section 267 of the Code Clause in Contracts

Section 267 of the Code. Alpine and Buyer, in the aggregate, will not, at any time during the Closing Date, own directly, or be treated as owning under the rules applicable for purposes of determining whether any of Sellers and Buyer have a relationship described in Section 267(b) of the Code, (i) more than 10,460,371 shares of common stock, par value $.01 per share, of SUT, (ii) shares of any other class of stock of SUT and (iii) shares of STI other than 645 shares of 6% Cumulative Preferred Stock of STI and those that Alpine is treated as owning by virtue of owning or being treated as owning shares of SUT. Alpine has no knowledge that, in the aggregate, any five or fewer individuals, estates or trusts own, or are treated as owning for purposes of determining whether any of Sellers and Buyer have a relationship described in Section 267(b) of the Code, more than (i) 45% of the voting power of the shares of Alpine or Buyer or (ii) 45% of the shares of Alpine or Buyer (as determined by reference to value). The representations set forth in this Section 7.10 are made at all times on the Closing Date.