Common use of Forward Contract Clause in Contracts

Forward Contract. (a) Seller hereby agrees that: (i) Seller will not treat this Agreement, any portion of this Agreement, or any obligation hereunder as giving rise to any interest income or other inclusions of ordinary income; (ii) Seller will not treat the delivery of any portion of the shares of Common Stock or cash to be delivered pursuant to this Agreement as the payment of interest or ordinary income; (iii) Seller will treat this Agreement in its entirety as a forward contract for the delivery of such shares of Common Stock or cash; and (iv) Seller will not take any action (including filing any tax return or form or taking any position in any tax proceeding) that is inconsistent with the obligations contained in (i) through (iii). Notwithstanding the preceding sentence, Seller may take any action or position required by law, provided that Seller delivers to Buyer an unqualified opinion of counsel, nationally recognized as expert in Federal tax matters and acceptable to Buyer, to the effect that such action or position is required as a result of a Change in Tax Law published after the date of this Agreement.

Forward Contract. (a) Seller hereby agrees that: (i) Seller it will not treat this Agreement, any portion of this Agreement, or any obligation hereunder as giving rise to any interest income or other inclusions of ordinary income; (ii) Seller it will not treat the delivery of any portion of the shares of Common Stock Contract Shares, cash or cash Marketable Securities to be delivered pursuant to this Agreement as the payment of interest or ordinary income; (iii) Seller it will treat this Agreement in its entirety as a forward contract for the delivery of such shares of Common Stock Contract Shares, cash or cashMarketable Securities; and (iv) Seller it will not take any action (including filing any tax return or form or taking any position in any tax proceeding) that is inconsistent with the obligations contained in clause (i) through (iii). Notwithstanding the preceding sentence, Seller may take any action or position required by law, provided that Seller delivers to Buyer Purchaser an unqualified opinion of counsel, nationally recognized as expert in Federal tax matters and acceptable to Buyermatters, to the effect that such action or position is required as by a result of a Change in Tax Law statutory change, Treasury regulation, or applicable court decision published after the date of this Agreement.

Forward Contract. (a) Seller hereby agrees that: (i) Seller he will not treat this Agreement, any portion of this Agreement, or any obligation hereunder as giving rise to any interest income or other inclusions of ordinary income; (ii) Seller he will not treat the delivery of any portion of the shares of Common Stock Contract Shares, cash or cash Marketable Securities to be delivered pursuant to this Agreement as the payment of interest or ordinary income; (iii) Seller he will treat this Agreement in its entirety as a forward contract for the delivery of such shares of Common Stock Contract Shares, cash or cashMarketable Securities; and (iv) Seller he will not take any action (including filing any tax return or form or taking any position in any tax proceeding) that is inconsistent with the obligations contained in clause (i) through (iii). Notwithstanding the preceding sentence, Seller may take any action or position required by law, provided that Seller delivers to Buyer Purchaser an unqualified opinion of counsel, nationally recognized as expert in Federal tax matters and acceptable to Buyermatters, to the effect that such action or position is required as by a result of a Change in Tax Law statutory change, Treasury regulation, or applicable court decision published after the date of this Agreement.

Forward Contract. (a) Seller hereby agrees that: (i) Seller it will not treat this Agreement, any portion of this Agreement, or any obligation hereunder as giving rise to any interest income or other inclusions of ordinary income; (ii) Seller it will not treat the delivery of any portion of the shares of Common Stock Contract Shares, cash or cash Marketable Securities to be delivered pursuant to this Agreement as the payment of interest or ordinary income; (iii) Seller it will treat this -12- Agreement in its entirety as a forward contract for the delivery of such shares of Common Stock Contract Shares, cash or cashMarketable Securities; and (iv) Seller it will not take any action (including filing any tax return or form or taking any position in any tax proceeding) that is inconsistent with the obligations contained in clause (i) through (iii). Notwithstanding the preceding sentence, Seller may take any action or position required by law, provided that Seller delivers to Buyer Purchaser an unqualified opinion of counsel, nationally recognized as expert in Federal tax matters and acceptable to Buyermatters, to the effect that such action or position is required as by a result of a Change in Tax Law statutory change, Treasury regulation, or applicable court decision published after the date of this Agreement.

Forward Contract. (a) Seller hereby agrees that: (i) Seller will not treat this Agreement, any portion of this Agreement, or any obligation hereunder as giving rise to any interest income or other inclusions of ordinary income; (ii) Seller will not treat the delivery of any portion of the shares of Common Stock or cash to be delivered pursuant to this Agreement as the payment of interest or ordinary income; (iii) Seller will treat this Agreement in its entirety as a forward contract for the delivery of such shares of Common Stock or cash; and (iv) Seller will not take any action (including filing any tax return or form or taking any position in any tax proceeding) that is inconsistent with the obligations contained in (i) through (iii). Notwithstanding the preceding sentence, Seller may take any action or position required (A) by any taxing authority or (B) by law, provided that Seller delivers to Buyer an unqualified opinion of counsel, nationally recognized as expert in Federal tax matters and acceptable to Buyer, to the effect that such action or position is required as by a result of statutory change or a Change in Tax Law Treasury regulation or applicable court decision published after the date of this Agreement.

Forward Contract. (a) Seller hereby agrees that: (i) Seller it will not treat this Agreement, any portion of this Agreement, or any obligation hereunder as giving rise to any interest income or other inclusions of ordinary income; (ii) Seller it will not treat the delivery of any portion of the shares of Common Stock Contract Shares, cash or cash Marketable Securities to be delivered pursuant to this Agreement as the payment of interest or ordinary income; (iii) Seller it will treat this Agreement in its entirety as a forward contract for the delivery of such shares of Common Stock Contract Shares, cash or cashMarketable Securities; and (iv) Seller it will not take any action (including filing any tax return or form or taking any position in any tax proceeding) that is inconsistent with the obligations contained in clauses (i) through (iii). Notwithstanding the preceding sentence, Seller may take any action or position required by law, provided that Seller delivers to Buyer Purchaser an unqualified opinion of counsel, nationally recognized as expert in Federal tax matters and acceptable to Buyermatters, to the effect that such action or position is required as by a result of a Change in Tax Law statutory change, Treasury regulation, or applicable court decision published after the date of this Agreement.

Forward Contract. (a) Seller hereby agrees that: (i) Seller he will not treat this Agreement, any portion of this Agreement, or any obligation hereunder as giving rise to any interest income or other inclusions of ordinary income; (ii) Seller he will not treat the delivery of any portion of the shares of Common Stock Contract Shares, cash or cash Reported Securities to be delivered pursuant to this Agreement as the payment of interest or ordinary income; (iii) Seller he will treat this Agreement in its entirety as a forward contract for the delivery of such shares of Common Stock Contract Shares, cash or cashReported Securities; and (iv) Seller he will not take any action (including filing any tax return or form or taking any position in any tax proceeding) that is inconsistent with the obligations contained in clauses (i) through (iii). Notwithstanding the preceding sentence, Seller may take any action or position required by law, provided that Seller delivers to Buyer Purchaser an unqualified opinion of counsel, acceptable to Purchaser and nationally recognized as expert in Federal tax matters and acceptable to Buyermatters, to the effect that such action or position is required as by a result of a Change in Tax Law statutory change, Treasury regulation, or applicable court decision published after the date of this Agreement.

Forward Contract. (a) Seller hereby agrees that: (i) Seller it will not treat this Agreement, any portion of this Agreement, or any obligation hereunder as giving rise to any interest income or other inclusions of ordinary income; (ii) Seller it will not treat the delivery of any portion of the shares of Common Stock Contract Shares, cash or cash Marketable Securities to be delivered pursuant to this Agreement as the payment of interest or ordinary income; (iii) Seller it will treat this Agreement in its entirety as a forward contract for the delivery of such shares of Common Stock Contract Shares, cash or cashMarketable Securities; and (iv) Seller it will not take any action (including filing any tax return or form or taking any position in any tax proceeding) that is inconsistent with the obligations contained in clause (i) through (iii). Notwithstanding the preceding sentence, (1) Seller may take any action or position required by law, provided that Seller delivers to Buyer Purchaser an unqualified opinion of counsel, nationally recognized as expert in Federal tax matters and acceptable to Buyermatters, to the effect that such action or position is required as by a result of a Change in Tax Law statutory change, Treasury regulation, or applicable court decision published after the date of this Agreement. Notwithstanding the first sentence of this paragraph, if in any tax audit or other tax proceeding it is asserted that Seller, by reason of performance or payments made or received under this Agreement, has derived unrelated business taxable income ("UBTI"). Seller in opposition shall be free to assert, in addition to Forward Contract characterization, any characterization of the transaction under which UBTI is avoided.