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 41 contracts

Samples: Tax Sharing Agreement (SunCoke Energy, Inc.), Tax Matters Agreement (Varex Imaging Corp), Tax Matters Agreement (Ntelos Holdings Corp)

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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 40 contracts

Samples: Tax Matters Agreement (Adient LTD), Tax Matters Agreement (Servicemaster Global Holdings Inc), Tax Matters Agreement (Frontdoor, 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.

Appears in 11 contracts

Samples: Tax Matters Agreement (Adeia Inc.), Tax Matters Agreement (DuPont De Nemours, Inc.), Tax Matters Agreement (DuPont De Nemours, 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 10Article VIII.

Appears in 8 contracts

Samples: Tax Disaffiliation Agreement (NorthStar Asset Management Group Inc.), Tax Matters Agreement (Altisource Residential Corp), Tax Matters Agreement (Altisource Portfolio Solutions S.A.)

Further Action. The parties 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

Samples: Tax Matters Agreement (Entercom Communications Corp), Tax Matters Agreement (Neogen Corp), Tax Matters Agreement (CBS Radio 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 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 IX.

Appears in 6 contracts

Samples: Tax Matters Agreement (Ironwood Pharmaceuticals Inc), Tax Matters Agreement (Cyclerion Therapeutics, Inc.), 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 10.Article X.

Appears in 5 contracts

Samples: Tax Matters Agreement (Ocwen Financial Corp), Tax Matters Agreement (Altisource Portfolio Solutions S.A.), Tax Matters Agreement (Altisource Portfolio Solutions S.A.)

Further Action. The 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 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 IX.

Appears in 5 contracts

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

Appears in 5 contracts

Samples: Tax Matters Agreement (Elanco Animal Health Inc), Tax Matters Agreement (Rexnord Corp), Tax Matters Agreement (Elanco Animal Health 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 10.9. 19.06

Appears in 4 contracts

Samples: 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 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.Article IX. [Signature Page Follows]

Appears in 3 contracts

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

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

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 the filing of Tax Returns pursuant to Section 8 and Tax Contests (or portions thereof) under the control of such other parties in accordance with Section 10.

Appears in 3 contracts

Samples: Tax Matters Agreement (Keysight Technologies, Inc.), Tax Matters Agreement (Keysight Technologies, Inc.), Tax Matters Agreement (Agilent Technologies 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 8.

Appears in 3 contracts

Samples: Tax Matters Agreement (Southwest Gas Holdings, Inc.), Tax Matters Agreement (Centuri Holdings, Inc.), Tax Matters Agreement (Centuri 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 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 in accordance with Section 109.

Appears in 3 contracts

Samples: The Merger Agreement (Valero Refining & Marketing Co), Tax Sharing Agreement (Pg&e Corp), Sharing Agreement (Valero Energy 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 104.

Appears in 3 contracts

Samples: Tax Sharing Agreement (Varian Semiconductor Equipment Associates Inc), Tax Sharing Agreement (Varian Inc), Tax Sharing Agreement (Varian Associates Inc /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 Party or its Affiliates in accordance with Section 109.

Appears in 3 contracts

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

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

Further Action. The 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

Samples: 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 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

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

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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 Article 10.

Appears in 3 contracts

Samples: Tax Matters Agreement, Tax Matters Agreement (Alcoa Upstream Corp), Tax Matters Agreement (Arconic 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

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

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 108.

Appears in 2 contracts

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

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 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

Samples: Tax Sharing Agreement (Lp Innovations Inc), Tax Sharing Agreement (Lp Innovations 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 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 2 contracts

Samples: Tax Matters Agreement (Bioverativ Inc.), Tax Matters Agreement (Bioverativ 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 109.02.

Appears in 2 contracts

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

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 contests (or portions thereof) under the control of such other parties in accordance with Section 107.

Appears in 2 contracts

Samples: Tax Sharing Agreement (Chicago Title Corp), Tax Sharing Agreement (Chicago Title 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 10Article 9.

Appears in 2 contracts

Samples: Tax Matters Agreement (CBS Outdoor Americas Inc.), Tax Matters Agreement (CBS Outdoor Americas 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 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 108.

Appears in 1 contract

Samples: Tax Sharing Agreement (Insilicon Corp)

Further Action. The 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 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 in accordance with Section 109.

Appears in 1 contract

Samples: Tax Matters Agreement (Adient LTD)

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 X. _________________ 1 To be confirmed. 2 To be confirmed.

Appears in 1 contract

Samples: 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 18 Contests (or portions thereof) under the control of such other parties in accordance with Section 10Article VIII.

Appears in 1 contract

Samples: Tax Disaffiliation Agreement (NorthStar Asset Management 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 10. [Signature page follows.]

Appears in 1 contract

Samples: Tax Matters Agreement (International Flavors & Fragrances Inc)

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