Parent as Agent. Each Subsidiary hereby appoints Parent as its agent as long as such Subsidiary is a Member of the Group or such Subsidiary’s income is included in the consolidated federal tax return filed by the Group, in each case, for purposes of filing such consolidated federal income tax returns, making any election, application or taking any action in connection therewith on behalf of the Members of the Group. Each Subsidiary hereby consents to the filing of such returns and the making of such elections and applications.
Parent as Agent. Each Subsidiary of the Parent that is or becomes a “Borrower” pursuant to this Agreement hereby irrevocably appoints the Parent as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices, (ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto, and (iii) the receipt of the proceeds of any Loans made by the Lenders, to any such Borrower hereunder. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Parent, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Parent in accordance with the terms of this Agreement shall be deemed to have been delivered to each Borrower; provided that if such communication is directed to a specific Borrower, it shall indicate to which Borrower it is directed.
Parent as Agent. Subsidiary irrevocably designates and shall cause the other members of the Subsidiary Group to irrevocably designate (i) Parent as its agent for the purpose of taking any and all action necessary or incidental to the filing of Consolidated Returns (including, but not limited to, the conduct of any audit or other proceeding by any taxing authority) and (ii) Parent as its agent for the purpose of taking any and all action necessary or incidental to the filing of Combined Returns (including, but not limited to, the conduct of any audit by any taxing authority). Subsidiary further agrees and shall cause the other members of the Subsidiary Group (i) to furnish parent or other corporations selected by Parent with any and all information requested by Parent in order to carry out the provisions of this Agreement, (ii) to cooperate with Parent in filing any return or consent pursuant to or contemplated by this Agreement, (iii) to take such action as Parent may request including, but not limited to, the filing of requests for the extension of time within which to file tax returns, and (iv) to cooperate in connection with any refund claim, audit, judicial, or other proceeding.
Parent as Agent. (1) The Borrowers maintain an integrated cash --------------- management system reflecting their interdependence on one another and the mutual benefits shared among them as a result of their respective operations. In order to efficiently fund and operate their respective businesses and minimize the number of borrowings which they will make under this Agreement and thereby reduce the administrative costs and record keeping required in connection therewith, including the necessity to enter into and maintain separately identified and monitored borrowing facilities, the Borrowers have requested, and the Agent and the Lenders have agreed that, subject to subsection 9.19, (i) all Loans will be advanced to and for the account of the Borrowers on a joint and several basis to the account identified in subsection 1.1(E) and (ii) all Letters of Credit and Risk Participation Agreements will be issued pursuant to requests executed by Parent on behalf of and for the account of Borrowers. Each Borrower hereby acknowledges that it will be receiving a direct benefit from each Loan made and each Letter of Credit issued pursuant to this Agreement.
Parent as Agent. (a) Each Obligor irrevocably appoints the Parent as its agent for the purposes of the Finance Documents (including the execution of any amendments or waivers contemplated under the terms of Clause 38 (Amendments and Waivers)).
Parent as Agent. Each member of the Xxxxx Consolidated Group hereby appoints Parent as its agent for purposes of filing consolidated Federal income Tax Returns, making any election, application or taking any action in connection with such Tax Returns on behalf of members of the Xxxxx Consolidated Group. Each member of the Xxxxx Consolidated Group hereby consents to the filing of such Tax Returns and the making of such elections and applications.
Parent as Agent. Each member of the MFFB Subgroup hereby appoints Parent as its agent for the purpose of (i) filing such consolidated U.S. federal income tax returns for the Group as Parent may elect or be required to file, (ii) making any U.S. federal income tax election (including, without limitation, selecting methods of accounting) or (iii) taking any other action in connection therewith on behalf of the members of the Group. Each member of the MFFB Subgroup hereby consents to the filing of such returns, the making of such elections and the taking of such action. For each Taxable Period, Parent shall apply amounts that it receives in respect of U.S. federal income taxes from the MFFB Subgroup pursuant to this Agreement to the payment of taxes, if any, shown to be due on the relevant U.S. federal income tax returns of the Group for such Taxable Period and shall be entitled to retain any balance of such amounts, and Parent shall indemnify and hold harmless MFFB for any breach of this covenant.
Parent as Agent. Each Borrower hereby nominates and appoints Parent, irrevocably for the term of this Agreement, to act as its agent, attorney-in-fact and legal representative in all matters pertaining to this Agreement and the other Loan Documents. Without limitation of the foregoing, each Borrower authorizes and directs Parent, on behalf of such Borrower, to execute and/or deliver to Lender any certificates, instruments and other Loan Documents executed and/or required to be delivered to Lender pursuant hereto.
Parent as Agent. The Borrowers hereby appoint the Parent to act as their agent for all purposes under this Agreement (including, without limitation, with respect to all matters related to the borrowing and repayment of Loans) and the other Loan Documents and agree that (i) the Parent may execute such documents on behalf of the Borrowers as the Parent deems appropriate in its sole discretion and the Borrowers shall be obligated by all of the terms of any such document executed on their behalf, (ii) any notice or communication delivered by the Administrative Agent or any Lender to Parent shall be deemed delivered to all Borrowers and (iii) the Administrative Agent and the Lenders may accept, and be permitted to rely on, any document, instrument or agreement executed by the Parent on behalf of the Borrowers. For the avoidance of doubt, each Borrower shall be jointly and severally liable with the other Borrowers for all Obligations hereunder.
Parent as Agent
