Common use of Consent to File Clause in Contracts

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. Furthermore, Enron agrees that in those situations when it is exercising its agency to settle proposed adjustments to the federal income tax liability of the Consolidated Group, it will, with regard to any tax issue which could impact the Subsidiaries, timely apprise such Subsidiaries' management and tax personnel of the plans for settling such issue.

Consent to File. (a) Enron and Prisma agree that Enron shall prepare and file all required Returns that Enron or an Enron Subsidiary is legally obligated to file and which relate to Prisma and/or the Present Subsidiaries hereby consentPrisma Subsidiaries. Enron shall prepare and file such applications for extension of time to file such Returns as maybe reasonably necessary in order to meet Enron's obligations hereunder and the Code. Prisma agrees to furnish, and agree to use reasonable efforts 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 Prisma Subsidiary to furnish, to Enron all information as Enron may from time to time reasonably request that is necessary to allow Enron to file all required Returns. Prisma agrees to execute, and to execute use reasonable efforts to cause each Prisma Subsidiary to execute, all elections election forms 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 elections or otherwise as Enron may from time to time request. (cb) Enron and the Present Subsidiaries agree, and shall cause each Future Subsidiary to agree, Prisma 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) reasonably necessary in connection with a Consolidated Returnfulfilling Enron's obligations under section 2.1 (a) with respect to preparing and filing Returns, including, without limitation: (i) taking any and all action necessary or incidental to the preparation and filing of a Consolidated ReturnReturns; (ii) making elections and adopting accounting methods; (iii) filing all extensions of time, including extensions of time for payment of tax under Section section 6161 and other sections of the Code; (iv) filing claims for refund or credit; (v) giving waivers or bonds; (vi) managing audits and other administrative proceedings conducted by the IRS or any other taxing authority; (vii) executing closing agreements, settlement agreements, offers in compromise, and all other documents; (viiviii) obtaining private letter rulings or technical advice memoranda; and (viiiix) 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 neither Prisma nor any Prisma Subsidiary 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. Furthermore, Enron agrees that in those situations when it is exercising its agency to settle proposed adjustments to the federal income tax liability of the Consolidated Group, it will, with regard to any tax issue which could impact the Subsidiaries, timely apprise such Subsidiaries' management and tax personnel of the plans for settling such issue.

Consent to File. (a) Enron INTEGRYS and the Present its 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, 20022007,2011, and for each year thereafter in which Enron INTEGRYS and the Present its Subsidiaries or Future Subsidiary are eligible to file Consolidated Returns, until such time as EnronINTEGRYS, in the exercise of its sole discretion, elects to refrain from filing Consolidated Returns. Such agreement reflects prior practice of Enron INTEGRYS and the Present its Subsidiaries and their intention to continue such practice absent an amendment to or termination of this Agreement. (b) Enron INTEGRYS and the Present its Subsidiaries agree to furnish furnish, and cause each Future Subsidiary to furnish, all information and to execute all elections and or 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 INTEGRYS may from time to time request. (c) Enron INTEGRYS and the Present its Subsidiaries agree, and shall cause each Future Subsidiary to agree, that Enron INTEGRYS shall be authorized to and shall undertake those actions which are within the scope of Enron's "INTEGRYS’ “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 all required payments of consolidated income tax on behalf of the Group (iii) making elections and adopting accounting methods; (iiiiv) filing all extensions of time, including extensions of time for payment of tax under Section 6161 and other sections of the Code; (ivv) filing all claims for refund or credit; (v) giving waivers or bonds; (vi) executing closing agreements, settlement agreements, offers in compromise, conducting all audits of the Group and all other documents; (vii) obtaining private letter rulings or technical advice memoranda; and (viii) its Members and 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 ; Group or any authority to act for Member; (vii) executing all waivers and statute extensions; (viii) making decisions regarding tax adjustments affecting the (ix) executing closing agreements, settlement agreements, offers in compromise, and all other documents; and (x) obtaining private letter rulings 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. Furthermore, Enron agrees that in those situations when it is exercising its agency to settle proposed adjustments to the federal income tax liability of the Consolidated Group, it will, with regard to any tax issue which could impact the Subsidiaries, timely apprise such Subsidiaries' management and tax personnel of the plans for settling such issue.technical advice