All tasks executed and priced under this SOW are for the engineering, construction, and qualification of ​ to be used to execute the Product process as outlined in [Attachment 1]. ​ will be able to accommodate the Product process as described in the Engineering Study Report provided by Lonza in November 2020.

Quality Activities Assumptions and Scope

Definitions and Assumptions. For purposes of this Agreement: # the terms “excess parachute payment” and “parachute payments” shall have the meanings assigned to them in Code [Section 280G] and such “parachute payments” shall be valued as provided therein; # present value shall be calculated in accordance with Code [Section 280G(d)(4)]; # the term “Base Amount” means an amount equal [[Organization A:Organization]] Executive’s “annualized includible compensation for the base period” as defined in Code [Section 280G(d)(1)]; # for purposes of the determination by the Consulting Firm, the value of any non-cash benefits or any deferred payment or benefit shall be determined in accordance with the principles of Code [Sections 280G(d)(3) and (4)])]; and # the Executive shall be deemed to pay federal income tax and employment taxes at the Executive’s actual marginal rate of federal income and employment taxation, and state and local income taxes at the Executive’s actual marginal rate of taxation in the state or locality of the Executive’s domicile (determined in both cases in the calendar year in which the termination of employment or notice described in Section 5(b) above is given, whichever is earlier), net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes. The covenants set forth in Sections 6 and 7 of this Agreement have substantial value [[Organization A:Organization]] and a portion of any Total Payments made to the Executive are in consideration of such covenants. For purposes of calculating the “excess parachute payment” and the “parachute payments”, the Parties intend that an amount equal to not less than the Executive's highest annual base salary during the 12-month period immediately prior [[Organization A:Organization]] Executive’s termination of employment shall be in consideration of the covenants in Sections 6 and 7 below. The Consulting Firm shall consider all relevant factors in appraising the fair value of such covenants and in determining the amount of the Total Payments that shall not be considered to be a “parachute payment” or “excess parachute payment”. The determination of the Consulting Firm shall be addressed [[Organization A:Organization]] and the Executive and such determination shall be binding upon the Company and the Executive.

Payoffs and Assumptions. The Servicer shall provide to the Owner, or its designee, copies of all assumption and payoff statements generated by the Servicer on the related Mortgage Loans from the related Cut-off Date to the related Outbound Transfer Date.

SUBSTITUTIONS AND ASSUMPTIONS. The Board or the Committee shall have the right to substitute or assume Awards in connection with mergers, reorganizations, separations, or other transactions to which Section 424(a) of the Code applies, provided such substitutions and assumptions are permitted by Section 424 of the Code and the regulations promulgated thereunder. The number of Shares reserved pursuant to [Section 4(a)] may be increased by the corresponding number of Awards assumed and, in the case of a substitution, by the net increase in the number of Shares subject to Awards before and after the substitution.

Business Model Assumptions. The Parties understand and agree that the material business terms set forth in this Agreement are intended to create a mutually beneficial business relationship and KeHE used certain assumptions set forth on Exhibit C (the “Assumptions”) to form a basis for its negotiations. ​

Business Model Assumptions. The Parties understand and agree that the material business terms set forth in this Agreement are intended to create a mutually beneficial business relationship and KeHE used certain assumptions set forth on Exhibit C (the “Assumptions”) to form a basis for its negotiations. ​

Initial Protocol Assumptions. The Initial Protocol Assumptions exhibit to each Project Agreement shall represent the understanding of the Parties as to the requirements of the Program as of the date of the Project Agreement.

Seller shall receive an overriding royalty interest of three percent (3%) of the gross proceeds from any currently producing wells or any successful rework wells, and any new wells drilled on the real property covered by the leases.

Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, the following transfers and assumptions shall not constitute a Prohibited Transfer and such transfers and assumptions shall be permitted hereunder and under the other Loan Documents subject to compliance with Section 12.24(b) below (each, a “SmartStop Transaction”):