Common use of Subsequent Issuance Clause in Contracts

Subsequent Issuance. The Company may only issue Additional Notes in accordance with Section 4.14 of the Indenture. The Company agrees, and by purchasing the Notes each Holder shall be deemed to have agreed, that upon the issuance by the Company of any Additional Notes, if the Company determines that such Additional Notes were issued with original issue discount, immediately following such issuance (and any issuance of Additional Notes thereafter), a portion of each Holder’s Original Notes and/or Additional Notes, as applicable, will automatically, without any action by such Holder, be exchanged (the “Automatic Exchange”) for a portion of each other Holder’s Notes, such that immediately after the Automatic Exchange, each Holder will hold Notes issued prior to the date of issuance of such Additional Notes and such Additional Notes in the same proportion as the ratio of the then outstanding aggregate principal amount of such Notes to the then outstanding aggregate principal amount of such Additional Notes. The aggregate stated principal amount of Notes owned by each Holder will not change as a result of the Automatic Exchange. Immediately following the Automatic Exchange, the Company and the Trustee will instruct DTC to facilitate the combination of the Notes issued prior to the date of issuance of such Additional Notes and such Additional Notes into indivisible units. At least ten (10) business days prior to the closing of the issuance of Additional Notes that will result in an Automatic Exchange, the Company shall notify the Trustee, in writing of its intention to consummate such subsequent issuance and shall instruct the Trustee and DTC to take any action necessary to effect the Automatic Exchange. Such notice may be revoked at any time prior to the date fixed for such Automatic Exchange. The Company agrees, and by acceptance of beneficial ownership in the Notes each beneficial owner of the Notes shall be deemed to have agreed, that (1) the Company will report any “original issue discount” (as determined for U.S. federal income tax purposes) associated with the Original Notes and Additional Notes among all beneficial owners in proportion to their ownership of the aggregate principal amount of Notes and (2) each beneficial owner of the Notes shall report such original issue discount in this manner and shall not take an inconsistent position for any applicable tax purpose.

Subsequent Issuance. (a) The Company may only issue Additional Notes Notes: (i) in accordance connection with Section 4.14 the exchange of shares of Class B Common Stock of the IndentureCompany outstanding on the Issue Date (or Class B common stock issued or distributed in respect of, or in substitution for, Class B common stock outstanding on the Issue Date, in connection with any stock split or combination); or (ii) for other purposes so long as the Incurrence of Indebtedness evidenced by such Additional Notes is permitted under Section 4.03 hereof. (b) Any Additional Notes will vote on all matters with the Notes issued in the Offering. The Additional Notes will be deemed to have the same accrued current period interest, deferred interest and defaults as the Notes issued in the Offering and will be deemed to have expended Payment Blockage Periods and interest deferral periods to the same extent as the Notes issued in the Offering. (c) The Company agrees, and by purchasing the Notes each Holder shall be deemed to have agreed, that upon in the event there is an issuance by the Company of any Additional Notes, if the Company determines that such Additional Notes were issued with original issue discount, immediately following such issuance discount (and any issuance of Additional Notes thereafter), a portion of each such Holder’s Original Notes and/or Additional Notes, (whether held directly in book-entry form or certificated form or held as applicable, part of IDSs) will automaticallybe exchanged, without any further action by of such Holder, be exchanged (the “Automatic Exchange”) for a portion of each other Holder’s the Additional Notes purchased by the Holders of such Additional Notes, such that immediately after the Automatic Exchangethat, following any such additional issuance and exchange, each Holder will hold of the Notes issued prior to or the date IDSs (as the case may be) owns an indivisible unit composed of issuance of such the Notes and Additional Notes and such Additional Notes of each issuance in the same proportion as each other Holder, and the ratio records of DTC and the then outstanding Trustee will be revised to reflect each such exchange without any further action of such Holder (each such exchange, an “Automatic Exchange”). The aggregate principal amount of such Notes to the then outstanding aggregate principal amount of such Additional Notes. The aggregate stated principal amount of Notes owned by each Holder will not change as a result of the an Automatic Exchange. Immediately following Any Additional Notes will be guaranteed by the Automatic Exchange, Guarantors on the same basis as the Original Notes. (d) The Company and may issue Additional Notes only if it delivers to the Trustee will instruct DTC to facilitate the combination of the Notes issued prior to or simultaneously with such issuance (i) an opinion of tax counsel to the date of issuance of such effect that the Additional Notes and such Additional Notes into indivisible units. At least ten (10) business days prior to the closing of the issuance of Additional Notes that will result in an Automatic Exchange, the Company shall notify the Trustee, in writing of its intention to consummate such subsequent issuance and shall instruct the Trustee and DTC to take any action necessary to effect the Automatic Exchange. Such notice may should be revoked at any time prior to the date fixed for such Automatic Exchange. The Company agrees, and by acceptance of beneficial ownership in the Notes each beneficial owner of the Notes shall be deemed to have agreed, that (1) the Company will report any “original issue discount” (treated as determined debt for U.S. federal income tax purposespurposes and (ii) associated with an Opinion of Counsel to the Original effect that the Additional Notes and the related Guarantees constitute valid and binding obligations of the Company and the respective Guarantors entitled to the benefits of the Indenture and are enforceable against the Company and the respective Guarantors in accordance with their terms. In addition, if an issuance of Additional Notes among all beneficial owners in proportion would trigger the automatic exchange provisions of this Indenture, the Company may not issue such Additional Notes unless it delivers to their ownership the Trustee on the date of such issuance a certificate of the aggregate Company’s principal amount financial officer in the form of Notes and (2) each beneficial owner of the Notes shall report such original issue discount in this manner and shall not take an inconsistent position for any applicable tax purposeExhibit D hereto.

Subsequent Issuance. The Company may only issue Additional Notes in accordance with Section 4.14 of the Indenture. The Company agrees, and by purchasing the Notes each Holder shall be deemed to have agreed, that upon the issuance by the Company of any Additional Notes, if the Company determines that such Additional Notes were issued with original issue discount, immediately following such issuance (and any issuance of Additional Notes thereafter), a portion of each Holder’s Original Notes and/or Additional Notes, as applicable, will automatically, without any action by such Holder, be exchanged (the “Automatic Exchange”) for a portion of each other Holder’s Notes, such that immediately after the Automatic Exchange, each Holder will hold Notes issued prior to the date of issuance of such Additional Notes and such Additional Notes in the same proportion as the ratio of the then outstanding aggregate principal amount of such Notes to the then outstanding aggregate principal amount of such Additional Notes. The aggregate stated principal amount of Notes owned by each Holder will not change as a result of the Automatic Exchange. Immediately following the Automatic Exchange, the Company and the Trustee will instruct DTC to facilitate the combination of the Notes issued prior to the date of issuance of such Additional Notes and such Additional Notes into indivisible units. At least ten (10) business days prior to the closing of the issuance of Additional Notes that will result in an Automatic Exchange, the Company shall notify the Trustee, in writing of its intention to consummate such subsequent issuance and shall instruct the Trustee and DTC ▇▇▇▇▇ Fargo Bank, National Association, as custodian for the benefit of the owners hereof, to take any action necessary to effect the Automatic Exchange. Such notice may be revoked at any time prior to the date fixed for such Automatic Exchange. The Company agrees, and by acceptance of beneficial ownership in the Notes each beneficial owner of the Notes shall be deemed to have agreed, that (1) the Company will report any “original issue discount” (as determined for U.S. federal income tax purposes) associated with the Original Notes and Additional Notes among all beneficial owners in proportion to their ownership of the aggregate principal amount of Notes and (2) each beneficial owner of the Notes shall report such original issue discount in this manner and shall not take an inconsistent position for any applicable tax purpose.

Subsequent Issuance. The Company may only issue Additional Notes in accordance with Section 4.14 of the Indenture. The Company agrees, and by purchasing the Notes each Holder shall be deemed to have agreed, that upon (a) Upon the issuance by the Company of any Additional Notes, if the Company determines that such Additional Notes were issued with original issue discountOID in a Primary Registered Offering, immediately following such issuance (and any issuance of Additional Notes thereafter)issuance, a portion of each Holder’s Original Initial Notes, Additional Notes issued in a Primary Registered Offering without OID (if any) (the “Non-OID Additional Notes”) and/or such Additional Notes, as applicable, or beneficial interest therein, will automatically, without any action by such Holder, be exchanged (the each, an “Automatic OID Exchange”) for a portion of each other Holder’s Initial Notes, Non-OID Additional Notes (if any) and/or such Additional Notes, such that immediately after the Automatic OID Exchange, each Holder will hold Notes issued prior to the date of issuance of such Initial Notes, Non-OID Additional Notes (if any) and such Additional Notes in the same proportion as the ratio of the then outstanding aggregate principal amount of such the Initial Notes (and Non-OID Additional Notes, if applicable) to the then outstanding aggregate principal amount of such Additional Notes. The aggregate stated principal amount of Notes owned by each Holder will not change as a result of the Automatic OID Exchange. Immediately following the Automatic OID Exchange, the Company and the Trustee will instruct DTC the Depositary to facilitate the combination of the Notes issued prior to the date of issuance of such Initial Notes, Non-OID Additional Notes and (if any) and/or such Additional Notes into indivisible inseparable units (such units. , and any units so created following any issuance described in paragraph (b) below, the “OID Exchange Units”). (b) After the occurrence of an OID Exchange and upon any subsequent issuance by the Company of Additional Notes in a Primary Registered Offering, immediately following such issuance a portion of each Holder’s OID Exchange Units and/or such Additional Notes, as applicable, will be automatically exchanged in accordance with the OID Exchange provisions in clause (a) above. (c) At least ten (10) business days Business Days prior to the closing of the issuance of Additional Notes any transaction that will is likely to result in an Automatic OID Exchange, the Company shall notify the Trustee, Trustee and the Depositary in writing of its intention to consummate such subsequent issuance transaction and shall instruct the Trustee and DTC the Depositary to take any action necessary to effect the Automatic OID Exchange. Such notice may be revoked at any time prior to the date fixed for such Automatic Exchange. the OID Exchange by delivery of a notice in writing to the Trustee and the Depositary. (d) The Company agrees, and by acceptance of beneficial ownership in the Notes each such beneficial owner of the Notes shall be deemed to have agreed, that (1i) the Company will report any “original issue discount” (as determined for U.S. federal income tax purposes) OID associated with Notes represented by the Original Notes and Additional Notes OID Exchange Units among all beneficial owners Holders of OID Exchange Units in proportion to their ownership of the aggregate principal amount of Notes represented by OID Exchange Units, and (2ii) each beneficial owner of the Notes OID Exchange Units shall report such original issue discount OID in this manner and shall not take an inconsistent position for any applicable tax purpose. (e) With respect to any Additional Notes exchanged in any OID Exchange, Holders may obtain the amount of OID in respect of such Additional Notes, the date of issuance, the issue price and the yield to maturity by submitting a written request to the Company.

Subsequent Issuance. The Company may only issue Additional Notes in accordance with Section 4.14 4.21 of the Indenture. The Company agrees, and by purchasing the Notes each Holder and each owner of a beneficial interest in a Global Note shall be deemed to have agreed, that that, upon the issuance by the Company of any Additional Notes, if the Company determines that such Additional Notes were issued with original issue discountshould be assigned a different CUSIP number than the CUSIP number assigned to the Initial Notes, then immediately following such issuance (and immediately following any issuance of Additional Notes thereafter), ) a portion of each such Holder’s Original or beneficial owner’s Initial Notes and/or Additional Notes, as applicable, or beneficial ownership interest therein, will automatically, without any action by such HolderHolder or beneficial owner, be exchanged (the each, an “Automatic Exchange”) for a portion of each other Holder’s Initial Notes and/or Additional Notes or each other beneficial owner’s beneficial interest in the Initial Notes and/or Additional Notes, as applicable, such that immediately after the Automatic Exchange, each Holder and owner of a beneficial interest in a Global Note will hold Notes issued prior to or beneficial interests in the date Global Notes of each issuance of such Additional Notes and such Additional Notes in the same proportion as each other Holder and owner of beneficial interests in the ratio of the then outstanding aggregate principal amount of such Notes to the then outstanding aggregate principal amount of such Additional Global Notes. The aggregate stated principal amount of Notes owned by each Holder and owner of a beneficial interest in a Global Note will not change as a result of the Automatic Exchange. Immediately following the Automatic Exchange, the Company and the Trustee will instruct DTC the Depository to facilitate the combination of the Notes issued prior to the date of issuance of such Additional Notes and such Additional Notes into indivisible unitsinseparable units (“Note Units”) in accordance with the procedures of the Depository. The Note Units will be assigned a new CUSIP number, and the transfers and exchanges of beneficial interests in the Note Units will be effected through the Depository. At least ten (10) business days prior to the closing of the issuance of Additional Notes that will result in an Automatic Exchange, the Company shall notify the Trustee, Trustee in writing of its intention to consummate such subsequent issuance and shall instruct the Trustee and DTC Depository to take any action necessary to effect the Automatic Exchange. Such notice may be revoked at any time prior to the date fixed for such Automatic Exchange. The Company agrees, and by acceptance of beneficial ownership in the Notes each beneficial owner of the Notes shall be deemed to have agreed, that (1) the Company will report any “original issue discount” (as determined for U.S. federal income tax purposes) associated with the Original Initial Notes and Additional Notes among all beneficial owners in proportion to their ownership of the aggregate principal amount of Notes and (2) each beneficial owner of the Notes shall report such original issue discount in this manner and shall not take an inconsistent position for any applicable tax purpose.

Subsequent Issuance. (a) The Company may only issue Additional Notes Notes: (i) in accordance connection with Section 4.14 the exchange of shares of Class B Common Stock of the IndentureCompany outstanding on the Issue Date (or Class B common stock issued or distributed in respect of, or in substitution for, Class B common stock outstanding on the Issue Date, in connection with any stock split or combination); or (ii) for other purposes so long as the Incurrence of Indebtedness evidenced by such Additional Notes is permitted under Section 4.03 hereof. (b) Any Additional Notes will vote on all matters with the Notes issued in the Offering. The Additional Notes will be deemed to have the same accrued current period interest, deferred interest and defaults as the Notes issued in the Offering and will be deemed to have expended Payment Blockage Periods and interest deferral periods to the same extent as the Notes issued in the Offering. (c) The Company agrees, and by purchasing the Notes each Holder shall be deemed to have agreed, that upon in the event there is an issuance by the Company of any Additional Notes, if the Company determines that such Additional Notes were issued with original issue discount, immediately following such issuance discount (and any issuance of Additional Notes thereafter), each Holder of the Notes agrees that a portion of each such Holder’s Original Notes and/or Additional Notes, (whether held directly in book-entry form or held as applicable, part of IDSs) will automaticallybe exchanged, without any further action by of such Holder, be exchanged (the “Automatic Exchange”) for a portion of each other Holder’s the Additional Notes purchased by the Holders of such Additional Notes, such that immediately after the Automatic Exchangethat, following any such additional issuance and exchange, each Holder will hold of the Notes issued prior to or the date IDSs (as the case may be) owns an indivisible unit composed of issuance of such the Notes and Additional Notes and such Additional Notes of each issuance in the same proportion as each other Holder, and the ratio records of DTC and the then outstanding Trustee will be revised to reflect each such exchange without any further action of such Holder (each such exchange, an “Automatic Exchange”). The aggregate principal amount of such Notes to the then outstanding aggregate principal amount of such Additional Notes. The aggregate stated principal amount of Notes owned by each Holder will not change as a result of the an Automatic Exchange. Immediately following Any Additional Notes will be guaranteed by the Automatic Exchange, Guarantors on the same basis as the Original Notes. (d) The Company and may issue Additional Notes only if it delivers to the Trustee will instruct DTC to facilitate the combination of the Notes issued prior to or simultaneously with such issuance (i) an opinion of tax counsel to the date of issuance of such effect that the Additional Notes and such Additional Notes into indivisible units. At least ten (10) business days prior to the closing of the issuance of Additional Notes that will result in an Automatic Exchange, the Company shall notify the Trustee, in writing of its intention to consummate such subsequent issuance and shall instruct the Trustee and DTC to take any action necessary to effect the Automatic Exchange. Such notice may should be revoked at any time prior to the date fixed for such Automatic Exchange. The Company agrees, and by acceptance of beneficial ownership in the Notes each beneficial owner of the Notes shall be deemed to have agreed, that (1) the Company will report any “original issue discount” (treated as determined debt for U.S. federal income tax purposespurposes and (ii) associated with an Opinion of Counsel to the Original effect that the Additional Notes and the related Guarantees constitute valid and binding obligations of the Company and the respective Guarantors entitled to the benefits of the Indenture and are enforceable against the Company and the respective Guarantors in accordance with their terms. In addition, if an issuance of Additional Notes among all beneficial owners in proportion would trigger the automatic exchange provisions of this Indenture, the Company may not issue such Additional Notes unless it delivers to their ownership the Trustee on the date of such issuance a certificate of the aggregate Company’s principal amount financial officer in the form of Notes and (2) each beneficial owner of the Notes shall report such original issue discount in this manner and shall not take an inconsistent position for any applicable tax purposeExhibit C hereto.

Subsequent Issuance. The Company Issuer may only issue Additional Notes in accordance with Section 4.14 of the Indenture. The Company Issuer agrees, and by purchasing the Notes each Holder shall be deemed to have agreed, that upon in the issuance by the Company of any Additional Notes, if the Company determines that such Additional Notes were issued with original issue discount, immediately following such issuance (and any event there is a subsequent issuance of Additional Notes thereafter)with a different CUSIP number, a portion of each such Holder’s Original Notes and/or Additional Notes, (whether held as applicable, a certificate note or a Global Note) will automaticallybe automatically exchanged (the “Automatic Exchange”), without any action by such Holder, be exchanged (the “Automatic Exchange”) for a portion of each other Holder’s the Additional Notes purchased by the Holders of such Additional Notes, such that immediately after the Automatic Exchange, following any such additional issuance and automatic exchange each Holder will hold of the Notes issued prior to or the date IDSs (as the case may be) owns an inseparable unit composed of issuance of such the Notes and Additional Notes and such Additional Notes of each issuance in the same proportion as each other Holder, and the ratio records of DTC and the then outstanding aggregate principal amount Trustee will be revised to reflect each such automatic exchange without any further action of such Notes to the then outstanding aggregate principal amount of such Additional NotesHolder. The aggregate stated principal amount of the Notes owned by each Holder will not change as a result of such automatic exchange. As a condition to the Automatic Exchange. Immediately following the Automatic ExchangeCompany’s issuance of Additional Notes, the Company and Board of Directors shall determine in good faith that the Additional Notes should be treated as debt for U.S. federal income tax purposes. The Issuer shall not issue Additional Notes unless it delivers to the Trustee will instruct DTC to facilitate the combination of the Notes issued prior to or simultaneously with such issuance an opinion of an independent advisor to the date effect that, after giving effect to the incurrence of issuance of Indebtedness evidenced by such Additional Notes and such Additional Notes into indivisible units. At least ten (10) business days prior to the closing of the issuance of Additional Notes that will result in an Automatic Exchangerelated Note Guarantees, the Company shall notify Issuer and the Trustee, in writing of its intention to consummate such subsequent issuance and shall instruct the Trustee and DTC to take any action necessary to effect the Automatic Exchange. Such notice may be revoked at any time prior to the date fixed for such Automatic ExchangeGuarantors are solvent. The Company Issuer agrees, and by acceptance of beneficial ownership in the Notes each beneficial owner of the Notes shall be deemed to have agreed, that (1) the Company Issuer will report any “original issue discount” (as determined for U.S. federal income tax purposes) associated with the Original Notes and Additional Notes among all beneficial owners in proportion to their ownership of the aggregate principal amount of Notes and (2) each beneficial owner of the Notes shall report such original issue discount in this manner and shall not take an inconsistent position for any applicable tax purpose.

Subsequent Issuance. The Company may only issue Additional Notes in accordance with Section 4.14 of the Indenture. The Company agrees, and by purchasing the Notes each Holder shall be deemed to have agreed, that upon (a) Upon the issuance by the Company of any Additional Notes, if the Company determines that such Additional Notes were issued with original issue discountOID in a Primary Registered Offering, immediately following such issuance (and any issuance of Additional Notes thereafter)issuance, a portion of each Holder’s Original 's Initial Notes, Additional Notes issued in a Primary Registered Offering without OID (if any) (the "Non-OID Additional Notes") and/or such Additional Notes, as applicable, or beneficial interest therein, will automatically, without any action by such Holder, be exchanged (the “Automatic each, an "OID Exchange”") for a portion of each other Holder’s 's Initial Notes, Non-OID Additional Notes (if any) and/or such Additional Notes, such that immediately after the Automatic OID Exchange, each Holder will hold Notes issued prior to the date of issuance of such Initial Notes, Non-OID Additional Notes (if any) and such Additional Notes in the same proportion as the ratio of the then outstanding aggregate principal amount of such the Initial Notes (and Non-OID Additional Notes, if applicable) to the then outstanding aggregate principal amount of such Additional Notes. The aggregate stated principal amount of Notes owned by each Holder will not change as a result of the Automatic OID Exchange. Immediately following the Automatic OID Exchange, the Company and the Trustee will instruct DTC the Depositary to facilitate the combination of the Notes issued prior to the date of issuance of such Initial Notes, Non-OID Additional Notes and (if any) and/or such Additional Notes into indivisible inseparable units (such units. , and any units so created following any issuance described in paragraph (b) below, the "OID Exchange Units"). (b) After the occurrence of an OID Exchange and upon any subsequent issuance by the Company of Additional Notes in a Primary Registered Offering, immediately following such issuance a portion of each Holder's OID Exchange Units and/or such Additional Notes, as applicable, will be automatically exchanged in accordance with the OID Exchange provisions in clause (a) above. (c) At least ten (10) business days Business Days prior to the closing of the issuance of Additional Notes any transaction that will is likely to result in an Automatic OID Exchange, the Company shall notify the Trustee, Trustee and the Depositary in writing of its intention to consummate such subsequent issuance transaction and shall instruct the Trustee and DTC the Depositary to take any action necessary to effect the Automatic OID Exchange. Such notice may be revoked at any time prior to the date fixed for such Automatic Exchange. the OID Exchange by delivery of a notice in writing to the Trustee and the Depositary. (d) The Company agrees, and by acceptance of beneficial ownership in the Notes each such beneficial owner of the Notes shall be deemed to have agreed, that (1i) the Company will report any “original issue discount” (as determined for U.S. federal income tax purposes) OID associated with Notes represented by the Original Notes and Additional Notes OID Exchange Units among all beneficial owners Holders of OID Exchange Units in proportion to their ownership of the aggregate principal amount of Notes represented by OID Exchange Units, and (2ii) each beneficial owner of the Notes OID Exchange Units shall report such original issue discount OID in this manner and shall not take an inconsistent position for any applicable tax purpose. (e) With respect to any Additional Notes exchanged in any OID Exchange, Holders may obtain the amount of OID in respect of such Additional Notes, the date of issuance, the issue price and the yield to maturity by submitting a written request to the Company. ARTICLE Five

Subsequent Issuance. The Company may only issue Additional Notes in accordance with Section 4.14 of the Indenture. The Company agrees, and by purchasing the Notes each Holder shall be deemed to have agreed, that upon the issuance by the Company of any Additional Notes, if the Company determines that such Additional Notes were should be issued with original issue discount, immediately following such issuance (and any issuance of Additional Notes thereafter), a portion of each Holder’s 's Original Notes and/or Additional Notes, as applicable, will automatically, without any action by such Holder, be exchanged (the “"Automatic Exchange”") for a portion of each other Holder’s 's Notes, such that immediately after the Automatic Exchange, each Holder will hold Notes issued prior to the date of issuance of such Additional Notes and such Additional Notes in the same proportion as the ratio of the then outstanding aggregate principal amount of Notes such Notes to the then outstanding aggregate principal amount of such Additional Notes. The aggregate stated principal amount of Notes owned by each Holder will not change as a result of the Automatic Exchange. Immediately following the Automatic Exchange, the Company and the Trustee will instruct DTC to facilitate the combination of the Notes issued prior to the date of issuance of such Additional Notes and such Additional Notes into indivisible units. At least [ten (10) )] business days prior to the closing of the issuance of Additional Notes that will result in an Automatic Exchange, the Company shall notify the Trustee, in writing of its intention to consummate such subsequent issuance and shall instruct the Trustee and DTC to take any action necessary to effect the Automatic Exchange. Such notice may be revoked at any time prior to the date fixed for such Automatic Exchange. The Company agrees, and by acceptance of beneficial ownership in the Notes each beneficial owner of the Notes shall be deemed to have agreed, that (1) the Company will report any “"original issue discount” " (as determined for U.S. federal income tax purposes) associated with the Original Notes and Additional Notes among all beneficial owners in proportion to their ownership of the aggregate principal amount of Notes and (2) each beneficial owner of the Notes shall report such original issue discount in this manner and shall not take an inconsistent position for any applicable tax purpose.