in this QEAA the singular is used,
the same shall include the plural, and vice-versa, and wherever in this QEAA the
masculine gender is used, the same shall include the feminine and neuter
genders, and vice-versa.
11.15.
Construction of QEAA . All parties to this QEAA having participated fully and
equally in the negotiation and preparation hereof, and all parties having been
represented by counsel in connection with the negotiation, preparation and
execution of this QEAA, the fact that one of the parties to this QEAA, or its
attorney, may be deemed to have drafted or structured any provision of this QEAA
shall not be considered in construing or interpreting any particular provision
of this QEAA, either in favor of or against such party.
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11.16.
Federal Withholding. In the event Exchangor is a "Foreign Person," EAT shall be
entitled to withhold and pay those amounts required to be withheld by Section
1445 of the Code and the Regulations promulgated thereunder. In the event
Exchangor presents to EAT a "Withholding Certificate," issued by the Internal
Revenue Service pursuant to Treas. Reg. § 1.1445-3, EAT may, in the exercise of
its reasonable judgment, comply with the Withholding Certificate.
By entering a
Taxpayer's I.D. Number after Exchangor's signature below, Exchangor certifies
under penalty of perjury that it is not a "Foreign Person" as that term is
defined in Section 1445 of the Code and the Regulations promulgated thereunder,
and further certifies the accuracy of such Taxpayer I.D. Number and the accuracy
of its address as indicated above.
11.17.
Independent Tax and Legal Advice.
EXCHANGOR ACKNOWLEDGES AND AGREES THAT IT HAS
CONSULTED WITH AND RELIED SOLELY UPON THE ADVICE AND JUDGMENT OF ITS OWN
INDEPENDENT TAX ADVISORS, ATTORNEYS, AND/OR CERTIFIED PUBLIC ACCOUNTANTS AS TO
THE TAX AND OTHER ASPECTS OF THE EXCHANGE, THE TRANSACTIONS CONTEMPLATED HEREBY,
AND ALL DOCUMENTS SIGNED AND/OR TO BE SIGNED IN CONNECTION HEREWITH.
EXCHANGOR
HAS NOT RELIED UPON EAT OR QI OR THEIR RESPECTIVE ADVISORS, EMPLOYEES, ATTORNEYS
AND/OR CERTIFIED PUBLIC ACCOUNTANTS FOR ANY TAX, BUSINESS OR LEGAL ADVICE.
QI
AND EAT MAY PERIODICALLY GIVE EXCHANGOR NOTICES OF ESTIMATED DEADLINES AND ALSO
MAY DISCUSS INCOME TAX MATTERS IN GENERAL WITH EXCHANGOR, BUT SUCH NOTICES AND
GENERAL DISCUSSIONS DO NOT ENLARGE THE DUTIES AND RESPONSIBILITIES OF QI OR EAT
AND DO NOT DIMINISH THE RESPONSIBILITY OF EXCHANGOR TO DETERMINE THE TAX
CONSEQUENCES OF THE EXCHANGE AND TO SEEK INDEPENDENT TAX ADVICE CONCERNING SUCH
TAX CONSEQUENCES.
EXCHANGOR UNDERSTANDS IT MUST ACCURATELY AND TIMELY REPORT
THE EXCHANGE, INCLUDING FILING IRS FORM 8824.
SIGNATURE PAGE - QUALIFIED EXCHANGE ACCOMMODATION AGREEMENT
IN WITNESS WHEREOF, Exchangor and EAT each have caused this QEAA to be duly
executed pursuant to proper authorization as of the day and year first above
written.
EAT:
NORTHERN TECHNOLOGIES HOLDING COMPANY, LLC
a Minnesota limited liability company
By:
FIRST AMERICAN EXCHANGE
COMPANY, LLC, a Delaware limited liability company
Its Sole Member
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By:
/s/ Steven P. Katkov
Steven P. Katkov
Vice President
EXCHANGOR:
NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION
a Minnesota corporation
By: