Common use of Designation as Agent Clause in Contracts

Designation as Agent. Each member of the Tronox Group hereby irrevocably authorizes and designates Distributing as its agent, coordinator and administrator for the purpose of taking any and all actions (including the execution of waivers of applicable statutes of limitations) necessary or incidental to (i) the filing of any Federal Tax or Combined Tax Return (including any amended Return), (ii) the claiming of any refund, credit or offset of Federal Tax or Combined Tax (even where an item or Tax Asset giving rise to any such refund, credit or offset arises in a Post-Deconsolidation Period), (iii) the control of any proceeding and (iv) the making of any payments to, or collecting refunds from, any Taxing Authority, in each case relating only to Federal Taxes or Combined Tax for any Pre-Deconsolidation Period. Distributing covenants to Tronox that it shall be responsible to see that all such administrative matters relating thereto shall be handled promptly and appropriately.