Consent to File Sample Clauses

Consent to File. (a) Enron and the Present Subsidiaries hereby consent, and agree to cause any Future Subsidiary to consent, to the extent necessary, to the filing of Consolidated Returns, including the tax year ended December 31, 2002, and for each year thereafter in which Enron and the Present Subsidiaries or Future Subsidiary are eligible to file Consolidated Returns, until such time as Enron, in the exercise of its sole discretion, elects to refrain from filing Consolidated Returns. Such agreement reflects prior practice of Enron and the Present Subsidiaries and their intention to continue such practice absent an amendment to or termination of this Agreement. (b) Enron and the Present Subsidiaries agree to furnish and cause each Future Subsidiary to furnish, all information and to execute all elections and other documents which may be necessary or appropriate to evidence such consent and to prepare and file such Consolidated Returns and such applications for extension of time to file such Consolidated Returns as Enron may from time to time request. (c) Enron and the Present Subsidiaries agree, and shall cause each Future Subsidiary to agree, that Enron shall be authorized to and shall undertake those actions which are within the scope of Enron's "agency" (within the meaning of and pursuant to Section 1.1502-77(a) of the Treasury Regulations) in connection with a Consolidated Return, including, without limitation: (i) taking any and all action necessary or incidental to the preparation and filing of a Consolidated Return; (ii) making elections and adopting accounting methods; (iii) filing all extensions of time, including extensions of time for payment of tax under Section 6161 and other sections of the Code; (iv) filing claims for refund or credit; (v) giving waivers or bonds; (vi) executing closing agreements, settlement agreements, offers in compromise, and all other documents; (vii) obtaining private letter rulings or technical advice memoranda; and (viii) contesting (both administratively and judicially) the proposal of adjustments to tax liability and the assessment of any deficiency. It is intended that the Present Subsidiaries shall not have any authority to act for or to represent themselves in any such matter to which this paragraph relates; however, to the extent any such matter described in this Section 2.1 relates to a Present Subsidiary or to a Future Subsidiary, Enron agrees to timely apprise PGE's management and tax personnel regarding such matter. Furth...
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Consent to File. Retek hereby consents to the filing of Consolidated Group Returns by HNC on behalf of the Affiliated Group, including Retek and the Retek Subgroup, for each Consolidated Return Year, and to any applications for extensions of time to file such Returns which HNC in its sole judgment shall make to the IRS. Retek hereby consents to the filing of Combined Returns by HNC on behalf of the Unitary Group, including Retek and the Retek Subgroup, for each year (or portion thereof) in which HNC owns, directly or indirectly, 50% or more of the equity of Retek, and to any applications for extensions of time to file such Returns which application HNC in its sole judgment shall make to the applicable Taxing Authorities.
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Consent to File. ATT hereby consents to the filing of Consolidated Group Returns by B/E Aerospace on behalf of the Affiliated Group, including ATT and the ATT Subgroup, for each Consolidated Return Year, and to any applications for extensions of time to file such Returns, which B/E Aerospace in its sole judgment shall make to the IRS. ATT hereby consents to the filing of Combined Returns by B/E Aerospace on behalf of the Combined Group, including ATT and the ATT Subgroup, for each Combined Return Year, and to any applications for extensions of time to file such Returns, which B/E Aerospace in its sole judgment shall make to the applicable Taxing Authorities. ATT shall be responsible for filing all Tax Returns for the ATT Subgroup for any Taxable year or portion thereof that is not a Consolidated Return Year or Combined Return Year, as the case may be.
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Consent to File. (a) Enron and the Present Subsidiaries hereby consent, and agree to cause any Future Subsidiary to consent, to the extent necessary, to the filing of Consolidate Returns, including the tax year ended December 31, 2002, and for each year thereafter in which Enron and the Present Subsidiaries or Future Subsidiary are eligible to file Consolidate Returns, until such time as Enron, in the exercise of its sole discretion, elects to refrain from filing Consolidated Returns. Such agreement reflects prior practice of Enron and the Present Subsidiaries and their intention to continue such practice absent an amendment to or termination of this Agreement.
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Consent to File. The Members hereby consent, and agree to cause any Future Member to consent, to the extent necessary, to the filing of Consolidated Tax Returns, including the Taxable Period ending December 31, 2022, and for each Taxable Period thereafter in which the Members are eligible to file such a Consolidated Tax Return, until such time Southern elects to refrain from filing such a Consolidated Tax Return.
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Related to Consent to File

  • Consent to Electronic Notice Each Investor consents to the delivery of any stockholder notice pursuant to the Delaware General Corporation Law (the “DGCL”), as amended or superseded from time to time, by electronic transmission pursuant to Section 232 of the DGCL (or any successor thereto) at the electronic mail address or the facsimile number set forth below such Investor’s name on the Schedules hereto, as updated from time to time by notice to the Company, or as on the books of the Company. To the extent that any notice given by means of electronic transmission is returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected electronic mail address has been provided, and such attempted Electronic Notice shall be ineffective and deemed to not have been given. Each Investor agrees to promptly notify the Company of any change in such stockholder’s electronic mail address, and that failure to do so shall not affect the foregoing.

  • Consent to Suit In the case of any dispute under or in connection with this Agreement, the Indemnitee may only bring suit against the Corporation in the Court of Chancery of the State of Delaware. The Indemnitee hereby consents to the exclusive jurisdiction and venue of the courts of the State of Delaware, and the Indemnitee hereby waives any claim the Indemnitee may have at any time as to forum non conveniens with respect to such venue. The Corporation shall have the right to institute any legal action arising out of or relating to this Agreement in any court of competent jurisdiction. Any judgment entered against either of the parties in any proceeding hereunder may be entered and enforced by any court of competent jurisdiction.

  • Consent to Service Each party irrevocably consents to the service of process by registered or certified mail, postage prepaid, to it at its address given pursuant to Article XVIII hereof.

  • CONSENT TO AGREEMENT You acknowledge receipt of a copy of this Agreement. By signing the application; or by using Your Account or any Account access device; or by authorizing another to use Your Account, You agree to and accept its terms.

  • Notice of, and Consent to, Security Interest The Trust hereby notifies the Guarantor that it has granted to the Indenture Trustee, on behalf of the holders of the Notes, a security interest in the Collateral (as defined in the Indenture), including, but not limited to, any and all payment to be made by the Guarantor to the Trust under this Guarantee. The Trust hereby notifies the Guarantor that it has collaterally assigned to the Indenture Trustee, for the benefit of the holders of the Notes, this Guarantee. The Guarantor, by executing this Guarantee, hereby (i) affirms that it has made or simultaneously will make changes to its books and records to reflect such security interest and collateral assignment, (ii) consents to the security interest granted, and collateral assignment made, by the Trust to the Indenture Trustee of this Guarantee, (iii) agrees to make all payments due under this Guarantee to the Collection Account (as defined in the Indenture) or any other account designated in writing to the Guarantor by the Indenture Trustee and (iv) agrees to comply with all orders of the Indenture Trustee with respect to this Guarantee without any further consent from the Trust.

  • Consent to Disclosure Each Company Shareholder consents to and authorizes the Company or SPAC, as applicable, to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that the Company or SPAC, as applicable, reasonably determines to be necessary or advisable in connection with the Mergers or any other transactions contemplated by the Merger Agreement or this Agreement, such Company Shareholder’s identity and ownership of such Company Shareholder’s Subject Shares, the existence of this Agreement and the nature of such Company Shareholder’s commitments and obligations under this Agreement, and such Company Shareholder acknowledges that the Company or SPAC may, in their sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Company Shareholder agrees to promptly give the Company or SPAC, as applicable, any information that is in its possession that the Company or SPAC, as applicable, may reasonably request for the preparation of any such disclosure documents, and such Company Shareholder agrees to promptly notify the Company and SPAC of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such Company Shareholder shall become aware that any such information shall have become false or misleading in any material respect.

  • Consent to Examination In connection with the performance by the Transfer Agent of the Delegated Duties, the Transfer Agent understands and acknowledges that the Fund remains responsible for assuring compliance with the USA PATRIOT Act and that the records the Transfer Agent maintains for the Fund relating to the AML Program may be subject, from time to time, to examination and/or inspection by federal regulators in order that the regulators may evaluate such compliance. The Transfer Agent hereby consents to such examination and/or inspection and agrees to cooperate with such federal examiners in connection with their review. For purposes of such examination and/or inspection, the Transfer Agent will use its best efforts to make available, during normal business hours and on reasonable notice all required records and information for review by such examiners.

  • Authorization to File Borrower hereby authorizes Bank to file UCC financing statements without notice to Borrower, with all appropriate jurisdictions, as Bank deems appropriate, in order to further perfect or protect Bank’s interest in the Collateral, including a notice that any disposition of the Collateral, by either the Borrower or any other Person, shall be deemed to violate the rights of the Bank under the Code.

  • Consent to Forum EACH OBLIGOR HEREBY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT SITTING IN OR WITH JURISDICTION OVER NEW YORK, IN ANY PROCEEDING OR DISPUTE RELATING IN ANY WAY TO ANY LOAN DOCUMENTS, AND AGREES THAT ANY SUCH PROCEEDING SHALL BE BROUGHT BY IT SOLELY IN ANY SUCH COURT. EACH OBLIGOR IRREVOCABLY WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING SUCH COURT’S PERSONAL OR SUBJECT MATTER JURISDICTION, VENUE OR INCONVENIENT FORUM. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 14.3. 1. Nothing herein shall limit the right of Agent or any Lender to bring proceedings against any Obligor in any other court, nor limit the right of any party to serve process in any other manner permitted by Applicable Law. Nothing in this Agreement shall be deemed to preclude enforcement by Agent of any judgment or order obtained in any forum or jurisdiction.

  • Consent to Electronic Delivery You agree that we may deliver all notices, tax reports and other documents and information to you by email or another electronic delivery method we choose. You agree to tell us right away if you change your email address or home mailing address so we can send information to the new address.

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