Common use of Other Forward Clause in Contracts

Other Forward. Party A acknowledges that Party B has entered into a substantially identical forward transaction for its Shares on the date hereof (the “Other Forward”) with an affiliate of Xxxxxx Xxxxxxx & Co. Incorporated. Party A and Party B agree that if Party B designates a Settlement Date with respect to the Other Forward and the Unwind Period for the Other Forward coincides for any period of time with the Unwind Period for this Transaction (the “Overlap Unwind Period”), Party B shall notify Party A prior to the commencement of such Overlap Unwind Period and Party A shall only be permitted to purchase the Unwind Daily Share Amount on every other Scheduled Trading Day during such Overlap Unwind Period, commencing on the first day of such Overlap Unwind Period. If any term, provision, covenant or condition of this Confirmation, or the application thereof to any party or circumstance, shall be held to be invalid or unenforceable in whole or in part for any reason, the remaining terms, provisions, covenants, and conditions hereof shall continue in full force and effect as if this Confirmation had been executed with the invalid or unenforceable provision eliminated, so long as this Confirmation as so modified continues to express, without material change, the original intentions of the parties as to the subject matter of this Confirmation and the deletion of such portion of this Confirmation will not substantially impair the respective benefits or expectations of parties to this Agreement; provided, however, that this severability provision shall not be applicable if any provision of Section 2, 5, 6 or 13 of the Agreement (or any definition or provision in Section 14 to the extent that it relates to, or is used in or in connection with any such Section) shall be so held to be invalid or unenforceable. Miscellaneous:

Other Forward. Party A Dealer acknowledges that Party B Counterparty has entered into a substantially identical similar forward transaction for its Shares on the date hereof (the “Other Forward”) with an affiliate of Xxxxxx Xxxxxxx & Co. IncorporatedJPMorgan Chase Bank, National Association. Party A Dealer and Party B Counterparty agree that if Party B Counterparty designates a Settlement Date with respect to the Other Forward and for which Cash Settlement or Net Share Settlement is applicable, and the resulting Unwind Period for the Other Forward coincides for any period of time with the an Unwind Period for this the Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer prior to the commencement of such Overlap Unwind Period Period, and Party A Dealer shall only be permitted to purchase Shares to unwind its hedge in respect of the Unwind Daily Share Amount Transaction on every other Scheduled Trading Exchange Business Day that is not a Suspension Day during such Overlap Unwind Period, commencing on the first day of such Overlap Unwind Period. If any term, provision, covenant or condition of this Confirmation, or the application thereof to any party or circumstance, shall be held to be invalid or unenforceable in whole or in part for any reason, the remaining terms, provisions, covenants, and conditions hereof shall continue in full force and effect as if this Confirmation had been executed with the invalid or unenforceable provision eliminated, so long as this Confirmation as so modified continues to express, without material change, the original intentions of the parties as to the subject matter of this Confirmation and the deletion of such portion of this Confirmation will not substantially impair the respective benefits or expectations of parties to this the Agreement; provided, however, that this severability provision shall not be applicable if any provision of Section 2, 5, 6 or 13 of the Agreement (or any definition or provision in Section 14 to the extent that it relates to, or is used in or in connection with any such Section) shall be so held to be invalid or unenforceable. Miscellaneous:.

Other Forward. Party A acknowledges that Party B has entered into a substantially identical forward transaction for its Shares on the date hereof (the “Other Forward”) with an affiliate of Xxxxxx Xxxxxxx Xxxxx & Co. IncorporatedCo., Inc. (such affiliate, the “Other Dealer”). Party A and Party B agree that that, in order to facilitate compliance with the provisions of Rule 10b-18 under the Exchange Act, if Party B designates a Settlement Date or a Settlement Date occurs on the Maturity Date with respect to the Other Forward and the Unwind Period for the Other Forward coincides for any period of time with the Unwind Period for this Transaction (the “Overlap Unwind Period”), Party B shall notify Party A prior to the commencement of such Overlap Unwind Period and Party A shall only be permitted to purchase the Unwind Daily Share Amount on every other Scheduled Trading Day during such Overlap Unwind Period, commencing on the first day of such Overlap Unwind Period. If Assignment: Party A may assign or transfer any term, provision, covenant of its rights or condition delegate any of this Confirmation, or the application thereof its duties hereunder to any party affiliate of Party A or circumstance, shall be held to be invalid any entity organized or unenforceable in whole or in part for sponsored by Party A without the prior written consent of Party B. Notwithstanding any reason, the remaining terms, provisions, covenants, and conditions hereof shall continue in full force and effect as if this Confirmation had been executed with the invalid or unenforceable other provision eliminated, so long as this Confirmation as so modified continues to express, without material change, the original intentions of the parties as to the subject matter of this Confirmation and to the deletion contrary requiring or allowing Party A to purchase or receive any Shares from Party B, Party A may designate any of its affiliates to purchase or receive such portion Shares or otherwise to perform Party A’s obligations in respect of this Confirmation will not substantially impair the respective benefits or expectations Transaction and any such designee may assume such obligations, and Party A shall be discharged of parties its obligations to this Agreement; provided, however, that this severability provision shall not be applicable if any provision of Section 2, 5, 6 or 13 of the Agreement (or any definition or provision in Section 14 Party B to the extent that it relates to, or is used in or in connection with of any such Section) shall be so held to be invalid or unenforceable. Miscellaneous:performance.

Other Forward. Party A acknowledges that Party B has entered into a substantially identical forward transaction for its Shares on the date hereof (the “Other Forward”) with an affiliate of X.X. Xxxxxx Xxxxxxx & Co. Incorporated. Securities Inc. Party A and Party B agree that if Party B designates a Settlement Date with respect to the Other Forward and the Unwind Period for the Other Forward coincides for any period of time with the Unwind Period for this Transaction (the “Overlap Unwind Period”), Party B shall notify Party A prior to the commencement of such Overlap Unwind Period and Party A shall only be permitted to purchase the Unwind Daily Share Amount on every other Scheduled Trading Day during such Overlap Unwind Period, commencing on the first second day of such Overlap Unwind Period. If any term, provision, covenant or condition of this Confirmation, or the application thereof to any party or circumstance, shall be held to be invalid or unenforceable in whole or in part for any reason, the remaining terms, provisions, covenants, and conditions hereof shall continue in full force and effect as if this Confirmation had been executed with the invalid or unenforceable provision eliminated, so long as this Confirmation as so modified continues to express, without material change, the original intentions of the parties as to the subject matter of this Confirmation and the deletion of such portion of this Confirmation will not substantially impair the respective benefits or expectations of parties to this Agreement; provided, however, that this severability provision shall not be applicable if any provision of Section 2, 5, 6 or 13 of the Agreement (or any definition or provision in Section 14 to the extent that it relates to, or is used in or in connection with any such Section) shall be so held to be invalid or unenforceable. Miscellaneous:.

Other Forward. Party A Dealer acknowledges that Party B Counterparty has entered into (x) a substantially identical similar forward transaction for its Shares on the date hereof with JPMorgan Chase Bank, National Association and (y) a substantially similar (other than the “Base Amount” thereunder) forward transaction for its Shares on October 25, 2022 with JPMorgan Chase Bank, National Association (each, an “Other Forward”) with an affiliate of Xxxxxx Xxxxxxx & Co. Incorporated). Party A Dealer and Party B Counterparty agree that if Party B Counterparty designates a Settlement Date with respect to the an Other Forward and for which Cash Settlement or Net Share Settlement is applicable, and the resulting Unwind Period for the such Other Forward coincides for any period of time with the an Unwind Period for this the Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer prior to the commencement of such Overlap Unwind Period Period, and Party A Dealer shall only be permitted to purchase Shares to unwind its hedge in respect of the Unwind Daily Share Amount Transaction on every other Scheduled Trading Exchange Business Day that is not a Suspension Day during such Overlap Unwind Period, commencing on the first day of such Overlap Unwind Period. If any term, provision, covenant or condition of this Confirmation, or the application thereof to any party or circumstance, shall be held to be invalid or unenforceable in whole or in part for any reason, the remaining terms, provisions, covenants, and conditions hereof shall continue in full force and effect as if this Confirmation had been executed with the invalid or unenforceable provision eliminated, so long as this Confirmation as so modified continues to express, without material change, the original intentions of the parties as to the subject matter of this Confirmation and the deletion of such portion of this Confirmation will not substantially impair the respective benefits or expectations of parties to this the Agreement; provided, however, that this severability provision shall not be applicable if any provision of Section 2, 5, 6 or 13 of the Agreement (or any definition or provision in Section 14 to the extent that it relates to, or is used in or in connection with any such Section) shall be so held to be invalid or unenforceable. Miscellaneous:.

Other Forward. Party A Dealer acknowledges that Party B Counterparty has entered into a substantially identical similar forward transaction for its Shares on the date hereof (the “Other Forward”) with an affiliate of Xxxxxx Xxxxxxx & Co. IncorporatedBarclays Bank PLC. Party A Dealer and Party B Counterparty agree that if Party B Counterparty designates a Settlement Date with respect to the Other Forward and for which Cash Settlement or Net Share Settlement is applicable, and the resulting Unwind Period for the Other Forward coincides for any period of time with the an Unwind Period for this the Transaction (the “Overlap Unwind Period”), Party B Counterparty shall notify Party A Dealer prior to the commencement of such Overlap Unwind Period Period, and Party A Dealer shall only be permitted to purchase Shares to unwind its hedge in respect of the Unwind Daily Share Amount Transaction on every other Scheduled Trading Exchange Business Day that is not a Suspension Day during such Overlap Unwind Period, commencing on the first second day of such Overlap Unwind Period. If any term, provision, covenant or condition of this Confirmation, or the application thereof to any party or circumstance, shall be held to be invalid or unenforceable in whole or in part for any reason, the remaining terms, provisions, covenants, and conditions hereof shall continue in full force and effect as if this Confirmation had been executed with the invalid or unenforceable provision eliminated, so long as this Confirmation as so modified continues to express, without material change, the original intentions of the parties as to the subject matter of this Confirmation and the deletion of such portion of this Confirmation will not substantially impair the respective benefits or expectations of parties to this the Agreement; provided, however, that this severability provision shall not be applicable if any provision of Section 2, 5, 6 or 13 of the Agreement (or any definition or provision in Section 14 to the extent that it relates to, or is used in or in connection with any such Section) shall be so held to be invalid or unenforceable. Miscellaneous:.