Common use of Further Action Clause in Contracts

Further Action. The Parties shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other Parties and their Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other Parties in accordance with Section 10.

Appears in 13 contracts

Sources: Tax Matters Agreement (Adeia Inc.), Tax Matters Agreement (Xperi Inc.), Tax Matters Agreement (Xperi Inc.)

Further Action. The Parties parties shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other Parties parties and their Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other Parties parties in accordance with Section 10Article VIII.

Appears in 8 contracts

Sources: Tax Disaffiliation Agreement (NorthStar Asset Management Group Inc.), Tax Disaffiliation Agreement (Northstar Realty Finance Corp.), Tax Matters Agreement (Altisource Residential Corp)

Further Action. The Parties shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other Parties parties and their Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other Parties parties in accordance with Section 10Article IX.

Appears in 7 contracts

Sources: Tax Matters Agreement (Alkermes Plc.), Tax Matters Agreement (Mural Oncology PLC), Tax Matters Agreement (Mural Oncology PLC)

Further Action. The Parties shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other Parties and their Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other Parties in accordance with Section 10Article 8.

Appears in 6 contracts

Sources: Tax Matters Agreement (Centuri Holdings, Inc.), Tax Matters Agreement (Twin Hospitality Group Inc.), Tax Matters Agreement (Twin Hospitality Group Inc.)

Further Action. The Parties shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be reasonably necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other Parties Party and their Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other Parties Party in accordance with Section 10Article 9.

Appears in 6 contracts

Sources: Tax Matters Agreement (Neogen Corp), Tax Matters Agreement (Neogen Corp), Tax Matters Agreement (CBS Corp)

Further Action. The Parties parties hereto shall execute and deliver all documents, provide all information, and take or refrain from taking any action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other Parties parties and their Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other Parties parties in accordance with Section 10Article IX.

Appears in 5 contracts

Sources: Tax Matters Agreement (Nuance Communications, Inc.), Tax Matters Agreement (Cerence Inc.), Tax Matters Agreement (Cerence LLC)

Further Action. The Parties parties shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other Parties parties and their Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other Parties parties in accordance with Section 10.Article X.

Appears in 5 contracts

Sources: Tax Matters Agreement (Healthy Choice Wellness Corp.), Tax Matters Agreement (Brinks Co), Tax Matters Agreement (Altisource Portfolio Solutions S.A.)

Further Action. The Parties shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other Parties and their Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other Parties in accordance with Section 109.

Appears in 5 contracts

Sources: Tax Matters Agreement (Regal Beloit Corp), Tax Matters Agreement (Rexnord Corp), Tax Matters Agreement (Elanco Animal Health Inc)

Further Action. The Parties parties shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other Parties parties and their Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other Parties parties in accordance with Section 10.9. 19.06

Appears in 4 contracts

Sources: Tax Sharing Agreement (Newport News Shipbuilding Inc), Tax Sharing Agreement (Newport News Shipbuilding Inc), Tax Sharing Agreement (New Tenneco Inc)

Further Action. The Parties parties shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other Parties parties and their Affiliates Subsidiaries and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other Parties parties in accordance with Section 109.

Appears in 3 contracts

Sources: Tax Sharing Agreement (Valero Energy Corp), Tax Sharing Agreement (Valero Refining & Marketing Co), Tax Sharing Agreement (Pg&e Corp)

Further Action. The Parties shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other Parties and their Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other Parties in accordance with Section 107.

Appears in 3 contracts

Sources: u.s. State and Local Tax Sharing Agreement (CompoSecure, Inc.), u.s. State and Local Tax Sharing Agreement (Resolute Holdings Management, Inc.), u.s. State and Local Tax Sharing Agreement (Resolute Holdings Management, Inc.)

Further Action. The Parties shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other Parties and their Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other Parties Party or its Affiliates in accordance with Section 109.

Appears in 3 contracts

Sources: Tax Matters Agreement (Viatris Inc), Tax Matters Agreement (Upjohn Inc), Tax Matters Agreement (Upjohn Inc)

Further Action. The Parties parties shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other Parties parties and their Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other Parties parties in accordance with Section 109. The Agreement attached hereto as Schedule "E" shall be executed by the parties specified in that Agreement on the date this Agreement is executed.

Appears in 3 contracts

Sources: Tax Sharing Agreement (Autonation Inc /Fl), Tax Sharing Agreement (Anc Rental Corp), Tax Sharing Agreement (Anc Rental Corp)

Further Action. The Parties parties shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other Parties parties and their Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other Parties parties in accordance with Section Article 10.

Appears in 3 contracts

Sources: Tax Matters Agreement (Arconic Inc.), Tax Matters Agreement (Alcoa Upstream Corp), Tax Matters Agreement

Further Action. The Parties shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other Parties parties and their Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other Parties parties in accordance with Section 10.Article IX. [Signature Page Follows]

Appears in 3 contracts

Sources: Tax Matters Agreement (2seventy Bio, Inc.), Tax Matters Agreement (Bluebird Bio, Inc.), Tax Matters Agreement (2seventy Bio, Inc.)

Further Action. The Parties shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other Parties parties and their Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other Parties parties in accordance with Section 10.

Appears in 3 contracts

Sources: Tax Matters Agreement, Tax Matters Agreement (Bioverativ Inc.), Tax Matters Agreement (Bioverativ Inc.)

Further Action. The Parties parties shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other Parties parties and their Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with the filing of Tax Returns pursuant to Section 8 and Tax Contests (or portions thereof) under the control of such other Parties parties in accordance with Section 10.

Appears in 3 contracts

Sources: Tax Matters Agreement (Keysight Technologies, Inc.), Tax Matters Agreement (Agilent Technologies Inc), Tax Matters Agreement (Keysight Technologies, Inc.)

Further Action. The Parties shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be reasonably necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other Parties Party and their its Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other Parties Party in accordance with Section 10Article 9 and to make all filings with any Governmental Authority.

Appears in 3 contracts

Sources: Tax Matters Agreement (3m Co), Tax Matters Agreement (Solventum Corp), Tax Matters Agreement (Solventum Corp)

Further Action. The Parties Each Party shall execute and deliver all documents, provide all information, information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other Parties Companies and their Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of any such other Parties Party in accordance with Section 10Article IV.

Appears in 3 contracts

Sources: Tax Sharing Agreement (Verigy Ltd.), Tax Sharing Agreement (Agilent Technologies Inc), Tax Sharing Agreement (Verigy Pte. Ltd.)

Further Action. The Parties parties shall execute and deliver all documents, provide all information, information and take or refrain from such reasonable taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other Parties Company and their its Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other Parties Company in accordance with Section 109.

Appears in 3 contracts

Sources: Tax Indemnification and Allocation Agreement (SCS Transportation Inc), Tax Indemnification and Allocation Agreement (SCS Transportation Inc), Tax Indemnification and Allocation Agreement (Yellow Corp)

Further Action. The Parties parties shall execute and deliver all -------------- documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other Parties parties and their Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other Parties parties in accordance with Section 104.

Appears in 3 contracts

Sources: Tax Sharing Agreement (Varian Inc), Tax Sharing Agreement (Varian Associates Inc /De/), Tax Sharing Agreement (Varian Semiconductor Equipment Associates Inc)

Further Action. The Parties Each Party shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other Parties Party and their its Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other Parties Party in accordance with Section 109 hereof.

Appears in 2 contracts

Sources: Tax Matters Agreement (Oneok Inc /New/), Tax Matters Agreement (ONE Gas, Inc.)

Further Action. The Parties parties shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other Parties parties and their Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other Parties parties in accordance with Section 108.

Appears in 2 contracts

Sources: Tax Sharing and Indemnification Agreement (Emerging Communications Inc), Tax Sharing and Indemnification Agreement (Atlantic Tele Network Inc /De)

Further Action. The Parties Each party shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other Parties party and their Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other Parties party in accordance with Section 109.

Appears in 2 contracts

Sources: Tax Matters Agreement (DuPont De Nemours, Inc.), Tax Matters Agreement (Qnity Electronics, Inc.)

Further Action. The Parties parties shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other Parties parties and their Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other Parties parties in accordance with Section 109.02.

Appears in 2 contracts

Sources: Tax Matters Agreement (SunEdison Semiconductor LTD), Tax Matters Agreement (SunEdison Semiconductor Pte. Ltd.)

Further Action. The Parties parties shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other Parties parties and their Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests contests (or portions thereof) under the control of such other Parties parties in accordance with Section 107.

Appears in 2 contracts

Sources: Tax Sharing Agreement (Chicago Title Corp), Tax Sharing Agreement (Chicago Title Corp)

Further Action. The Parties parties shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other Parties party and their Affiliates affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other Parties in accordance with Section 10party.

Appears in 2 contracts

Sources: Tax Sharing Agreement (Lp Innovations Inc), Tax Sharing Agreement (Lp Innovations Inc)

Further Action. The Parties shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other Parties and their Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests Proceedings (or portions thereof) under the control of such other Parties Party or its Affiliates in accordance with Section 1015.

Appears in 2 contracts

Sources: Tax Matters Agreement (Versant Media Group, Inc.), Tax Matters Agreement (Versant Media Group, Inc.)

Further Action. The Parties parties shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other Parties parties and their Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other Parties parties in accordance with Section 10Article 9.

Appears in 2 contracts

Sources: Tax Matters Agreement (CBS Outdoor Americas Inc.), Tax Matters Agreement (CBS Outdoor Americas Inc.)

Further Action. The Parties parties shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other Parties parties and their Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax 18 Contests (or portions thereof) under the control of such other Parties parties in accordance with Section 10Article VIII.

Appears in 1 contract

Sources: Tax Disaffiliation Agreement (NorthStar Asset Management Group Inc.)

Further Action. The Parties shall execute and deliver all documents, provide all information, information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other Parties and their Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other Parties in accordance with Section 109.

Appears in 1 contract

Sources: Tax Matters Agreement (Waters Corp /De/)

Further Action. The Parties parties shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other Parties parties and their Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other Parties parties in accordance with Section 10.9. Section 16.07

Appears in 1 contract

Sources: Tax Matters Agreement

Further Action. The Parties parties shall execute and deliver all documents, provide pro- vide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other Parties parties and their Affiliates and representatives of such powers of attorney or other authorizing documentation documen- tation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other Parties parties in accordance with Section 109.

Appears in 1 contract

Sources: Tax Matters Agreement (Adient LTD)

Further Action. The Parties parties shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other Parties parties and their Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other Parties parties in accordance with Section 10Article X. _________________ 1 To be confirmed. 2 To be confirmed.

Appears in 1 contract

Sources: Tax Matters Agreement (Brink's Home Security Holdings, Inc.)

Further Action. The Parties shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other Parties and their Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other Parties in accordance with Section 10.. Section 16.07

Appears in 1 contract

Sources: Tax Matters Agreement

Further Action. The Parties parties shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other Parties parties and their Affiliates affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other Parties parties in accordance with Section 108.

Appears in 1 contract

Sources: Tax Sharing Agreement (Insilicon Corp)