Common use of Confirmation of Authority Clause in Contracts

Confirmation of Authority. In the event of a Tax Contest with the IRS or any other Taxing Authority concerning the amount of any Tax liability of, or refund due to the Affiliated Group, Combined Group or any Member thereof for any Consolidated Return Year or Combined Return Year, and in connection with every Group Refund Claim or other claim for refund of Tax for any Consolidated Return Year or Combined Return Year, Odyssey Holdings and the Subsidiaries hereby expressly confirm, with respect to federal income Tax liability, the authority granted to Fairfax in Regulations Section 1.1502-77 (and in any successor provision thereto) of the Regulations to act on behalf of Odyssey Holdings and the Subsidiaries notwithstanding that Odyssey Holdings or any Subsidiary may be liable for additional Tax or for additional payments to Fairfax. With respect to such federal income Taxes and all other Taxes, Odyssey Holdings and the Subsidiaries hereby expressly and irrevocably appoint Fairfax to be each of such entity's sole agent. Odyssey Holdings and the Subsidiaries expressly relinquish any rights each such entity may have to act for or represent itself in any manner in any such Tax Contest or with respect to any such Group Refund Claim related to the time period in which any Subsidiary is a Member of the Affiliated Group. Odyssey Holdings and the Subsidiaries hereby authorize Fairfax and its representatives to pursue such Tax Contest, Group Refund Claim, or other claim for refund of Tax either administratively or by court action. Odyssey Holdings and the Subsidiaries hereby irrevocably agree that Fairfax shall have the exclusive right, on behalf of Odyssey Holdings and the Subsidiaries, to make any and all decisions to pursue, settle, or appeal any Tax Contest, Group Refund Claim or other claim for refund of Tax, and to control all administrative and court proceedings and any and all negotiations and settlements related thereto. Odyssey Holdings and the Subsidiaries hereby expressly consent to Fairfax entering into settlements on behalf of each such entity, as Fairfax deems appropriate in its sole discretion, exercised in good faith; provided, however, that prior to settling an issue that would give rise to a Tax Adjustment for which Odyssey Holdings or a Subsidiary would be liable under this Agreement. Odyssey Holdings or such Subsidiary shall have the right and opportunity to review such settlement. Fairfax may, in its sole discretion, exercised in good faith, accept or reject any suggestions made by Odyssey Holdings or any Subsidiary with respect to such settlement; provided, however, that Fairfax shall not reject any suggestion made by Odyssey Holdings or any Subsidiary if to do so would be unreasonable. Odyssey Holdings and the Subsidiaries may assist in the defense of audit issues arising from each such entity's operations, at its own expense, subject to the direction and control of Fairfax. Odyssey Holdings and each of the Subsidiaries shall reimburse Fairfax for all reasonable out-of pocket expenses (including, with limitation, legal, consulting and accounting fees) in the course of a Tax Contest regarding an item of Odyssey Holdings or any Subsidiary, respectively, for any Taxable period during which any Subsidiary was a Member of the Affiliated Group and/or Combined Group to the extent such expenses are reasonably attributable to such Tax Contest.

Confirmation of Authority. In the event of a Tax Contest with the IRS or any other Taxing Authority concerning the amount of any Tax liability of, of or refund due to the Affiliated Group, Combined Group or any Member member thereof for any Consolidated Return Year or to the Combined Group or any member thereof for any Combined Return Year, and in connection with every Group Refund Claim or other claim for refund of Tax for any Consolidated Return Year or Combined Return Year, Odyssey Holdings and the Subsidiaries ATT hereby expressly confirmconfirms, with respect to federal income Tax tax liability, the authority granted to Fairfax B/E Aerospace in Regulations Section 1.1502-77 (and in any successor provision thereto) of the Regulations to act on behalf of Odyssey Holdings ATT and the Subsidiaries ATT Subgroup notwithstanding that Odyssey Holdings or any Subsidiary ATT may be liable for additional Tax tax or for additional payments to FairfaxB/E Aerospace. With respect to such federal income Taxes taxes and all other Taxes, Odyssey Holdings and the Subsidiaries ATT hereby expressly and irrevocably appoint Fairfax appoints B/E Aerospace to be each of such entity's its sole agent. Odyssey Holdings agent and the Subsidiaries expressly relinquish relinquishes any rights each such entity it may have to act for or represent itself in any manner in any such Tax Contest or with respect to any such Group Refund Claim related to the time period in which ATT and/or any Subsidiary member of the ATT Subgroup is a Member member of the Affiliated Group. Odyssey Holdings and the Subsidiaries ATT hereby authorize Fairfax authorizes B/E Aerospace and its representatives to pursue such Tax Contest, Group Refund Claim, or other claim for refund of Tax either administratively or by court action. Odyssey Holdings and the Subsidiaries ATT hereby irrevocably agree agrees that Fairfax B/E Aerospace shall have the exclusive right, on behalf of Odyssey Holdings ATT and the SubsidiariesATT Subgroup, to make any and all decisions to pursue, settle, or appeal any Tax Contest, Group Refund Claim or other claim for refund of Tax, and to control all administrative and court proceedings and any and all negotiations and settlements related thereto. Odyssey Holdings and the Subsidiaries ATT hereby expressly consent consents to Fairfax B/E Aerospace entering into settlements on its behalf and on behalf of each such entitythe ATT Subgroup, as Fairfax B/E Aerospace deems appropriate in its sole discretion, exercised in good faith; provided, however, that prior to settling an issue that would give rise to a Tax Adjustment for which Odyssey Holdings ATT or a Subsidiary member of the ATT Subgroup would be liable under this Agreement. Odyssey Holdings or such Subsidiary , ATT shall have the right and opportunity to review such settlement. Fairfax B/E Aerospace may, in its sole discretion, exercised in good faith, and absolute discretion accept or reject any suggestions made by Odyssey Holdings or any Subsidiary ATT with respect to such settlement; provided, however, that Fairfax shall not reject any suggestion made by Odyssey Holdings or any Subsidiary if to do so would be unreasonable. Odyssey Holdings and the Subsidiaries ATT may assist in the defense of audit issues arising from each such entity's its operations, at its own expense, subject to the direction and control of FairfaxB/E Aerospace. Odyssey Holdings and each of the Subsidiaries ATT shall reimburse Fairfax B/E Aerospace for all reasonable out-of pocket expenses (including, with limitation, legal, consulting and accounting fees) in the course of a Tax Contest regarding an item of Odyssey Holdings or any Subsidiary, respectively, the ATT Subgroup for any Taxable period during which any Subsidiary the ATT Subgroup was a Member member of the Affiliated Group and/or or Combined Group to the extent such expenses are reasonably attributable to such Tax Contest.

Confirmation of Authority. In the event of a Tax Contest with the IRS or any other Taxing Authority concerning the amount of any Tax liability of, of or refund due to the Affiliated Group, Combined Group or any Member member thereof for any Consolidated Return Year or Combined Return Year, and in connection with every Group Refund Claim or other claim for refund of Tax for any Consolidated Return Year or Combined Return Year, Odyssey Holdings and the Subsidiaries Retek hereby expressly confirmconfirms, with respect to federal income Tax liability, the authority granted to Fairfax HNC in Regulations Section 1.1502-77 (and in any successor provision thereto) of the Regulations to act on behalf of Odyssey Holdings Retek and the Subsidiaries Retek Subgroup notwithstanding that Odyssey Holdings or any Subsidiary Retek may be liable for additional Tax tax or for additional payments to FairfaxHNC. With respect to such federal income Taxes and all other Taxes, Odyssey Holdings and the Subsidiaries Retek hereby expressly and irrevocably appoint Fairfax appoints HNC to be each of such entity's its sole agent. Odyssey Holdings agent and the Subsidiaries expressly relinquish relinquishes any rights each such entity it may have to act for or represent itself in any manner in any such Tax Contest or with respect to any such Group Refund Claim related to the time period in which Retek and/or any Subsidiary member of the Retek Subgroup is a Member member of the Affiliated Group. Odyssey Holdings and the Subsidiaries Retek hereby authorize Fairfax authorizes HNC and its representatives to pursue such Tax Contest, Group Refund Claim, or other claim for refund of Tax either administratively or by court action. Odyssey Holdings and the Subsidiaries Retek hereby irrevocably agree agrees that Fairfax HNC shall have the exclusive right, on behalf of Odyssey Holdings Retek and the SubsidiariesRetek Subgroup, to make any and all decisions to pursue, settle, or appeal any Tax Contest, Group Refund Claim or other claim for refund of Tax, and to control all administrative and court proceedings and any and all negotiations and settlements related thereto. Odyssey Holdings and the Subsidiaries Retek hereby expressly consent consents to Fairfax HNC entering into settlements on its behalf and on behalf of each such entitythe Retek Subgroup, as Fairfax HNC deems appropriate in its sole discretion, exercised in good faith; provided, however, that prior to settling an issue that would give rise to a Tax Adjustment for which Odyssey Holdings Retek or a Subsidiary member of the Retek Subgroup would be liable under this Agreement. Odyssey Holdings or such Subsidiary , Retek shall have the right and opportunity to review such settlement. Fairfax HNC may, in its sole discretion, exercised in good faith, accept or reject any suggestions made by Odyssey Holdings or any Subsidiary Retek with respect to such settlement; provided, however, that Fairfax HNC shall not reject any suggestion made by Odyssey Holdings or any Subsidiary Retek if to do so would be unreasonable. Odyssey Holdings and the Subsidiaries Retek may assist in the defense of audit issues arising from each such entity's its operations, at its own expense, subject to the direction and control of FairfaxHNC. Odyssey Holdings and each of the Subsidiaries Retek shall reimburse Fairfax HNC for all reasonable out-of pocket expenses (including, with limitation, legal, consulting and accounting fees) in the course of a Tax Contest regarding an item of Odyssey Holdings or any Subsidiary, respectively, the Retek Subgroup for any Taxable period during which any Subsidiary the Retek Subgroup was a Member member of the Affiliated Group and/or Combined Group to the extent such expenses are reasonably attributable to such Tax Contest.