Common use of Designation of Agent Clause in Contracts

Designation of Agent. (a) Newco and each member of the Newco Group, in each case with respect to any Rhino Consolidated Group of which such Person was a member on or prior to the Closing Date, hereby irrevocably authorizes Rhino to designate a member of the Rhino Group, or a successor of such member, as its agent, coordinator, and administrator, for the purpose of taking any and all actions (including the execution of waivers of applicable statutes of limitation) with respect to any Rhino Income Tax Return or RhinoRx Non-Income Tax Return, which are necessary or incidental to the filing of any Tax Return, any amended Tax Return, or any claim for refund, credit or offset of Tax (even where an item or Tax Asset giving rise to an amended Tax Return or refund claim arises in a Post-Closing Tax Period) or to any Proceedings, and for the purpose of making payments to, or collecting refunds from, any Taxing Authority, in each case relating to any Pre-Closing Tax Period. Each such designated member of the Rhino Group covenants to Newco that it shall be responsible to see that all such administrative matters relating thereto shall be handled properly and appropriately. (b) Newco and each member of the Newco Group, in each case with respect to any Hippo Consolidated Group of which such Person was a member on or prior to the Closing Date, hereby irrevocably authorizes Hippo to designate a member of the Hippo Group, or a successor of such member, as its agent, coordinator, and administrator, for the purpose of taking any and all actions (including the execution of waivers of applicable statutes of limitation) with respect to any Hippo Income Tax Return or HippoRx Non-Income Tax Return, which are necessary or incidental to the filing of any Tax Return, any amended Tax Return, or any claim for refund, credit or offset of Tax (even where an item or Tax Asset giving rise to an amended Tax Return or refund claim arises in a Post-Closing Tax Period) or to any Proceedings, and for the purpose of making payments to, or collecting refunds from, any Taxing Authority, in each case relating to any Pre-Closing Tax Period. Each such designated member of the Hippo Group covenants to Newco that it shall be responsible to see that all such administrative matters relating thereto shall be handled properly and appropriately.

Designation of Agent. (a) Newco Each member of the RJRN Tax Group and each member of the Newco Group, in each case with respect to any Rhino Consolidated Nabisco Tax Group of which such Person was a member on or prior to the Closing Date, hereby irrevocably authorizes Rhino to designate a member of the Rhino Group, or a successor of such member, and designates Holdings as its agent, coordinatorattorney-in-fact, coordinator and administrator, administrator for the purpose purposes of taking any and all actions (including the execution of waivers of applicable statutes of limitation) with respect to (i) Taxes for which such member is a member of the Holdings Consolidated Group and (ii) Federal Employment Taxes of such member, in the case of each of clauses (i) and (ii) in connection with any Rhino Income taxable year that includes a Pre-Distribution Period, in the case of the RJRN Tax Return Group, or RhinoRx Nonin connection with any taxable year that includes a Pre-Income Deconsolidation Period, in the case of the Nabisco Tax ReturnGroup. In connection with any taxable year that includes a Pre-Distribution Period, which in the case of a member of the RJRN Tax Group, or with any taxable year that includes a Pre-Deconsolidation Period, in the case of a member of the Nabisco Tax Group, Holdings shall have the same authority under this Section 2.02(a), with respect to such Taxes as are necessary described in the preceding sentence, to act on behalf of each member of the RJRN Tax Group and each member of the Nabisco Tax Group as would such member, were such member acting on its own behalf, and as would the parent of the Consolidated Group that includes such member, were such parent acting on behalf of such member. Holdings covenants to the RJRN Tax Group and the Nabisco Tax Group that it shall be responsible to see that matters handled pursuant to its exercise of its authority under this Section 2.02(a) shall be handled promptly and, to the knowledge of Holdings, appropriately. (b) Without limiting the generality of Section 2.02(a), Holdings shall have the authority, with respect to such Taxes and such taxable years as are described in Section 2.02(a), to take any and all actions necessary, helpful or incidental to to, or otherwise in connection with, (i) the preparation or filing of any Tax Return, any amended Tax Return, Return or any claim for refund, credit or offset of Tax refund (even where an item or Tax Asset giving rise to an amended Tax Return or claim for refund claim arises in a Post-Closing Distribution Period, in the case of the RJRN Tax Group, or in a Post-Deconsolidation Period, in the case of the Nabisco Tax Group), (ii) the conduct, management, prosecution, defense, contest, compromise or settlement of (A) any adjustment or deficiency proposed, asserted or assessed as a result of any audit of any Return or claim for refund, or (B) any other Tax Proceeding, (iii) the determination of the taxable years (including, without limitation, taxable years that include a Post-Distribution Period, in the case of the RJRN Tax Group, or a Post-Deconsolidation Period, in the case of the Nabisco Tax Group) that a settlement of a Tax Proceeding may impact and other timing considerations, (iv) the determination as to whether any refunds shall be received by way of refund, credited against tax liability or otherwise applied to any Proceedingstax period, (v) the determination as to the treatment of Tax Assets that are allowed under applicable law to be carried back or carried forward, (vi) the determination as to whether any Tax elections shall be made or modified, (vii) the determination as to whether any extensions shall be requested or granted, (viii) the receipt of confidential information from, or the provision of such information to, any Taxing Authority, and for (ix) the purpose making of making payments to, or collecting collection of refunds from, any Taxing Authority, in each case relating to any Pre-Closing Tax Period. Each such designated member of the Rhino Group covenants to Newco that it shall be responsible to see that all such administrative matters relating thereto shall be handled properly and appropriately. (bc) Newco and each member of Notwithstanding anything in Section 11.07 to the Newco Groupcontrary, Holdings may, in each case with respect its sole and absolute discretion, delegate (including, without limitation, pursuant to the Intercompany Services Agreement) at any time all or a portion of its authority, rights or obligations under this Agreement to any Hippo Consolidated Group of which such Person was a member on or prior to the Closing Date, hereby irrevocably authorizes Hippo to designate a member of the Hippo Group, or a successor of such member, as its agent, coordinator, and administrator, for the purpose of taking any and all actions (including the execution of waivers of applicable statutes of limitationcorporation(s) with respect to any Hippo Income Tax Return or HippoRx Non-Income Tax Return, which are necessary or incidental to the filing of any Tax Return, any amended Tax Return, or any claim for refundperson(s) (including, credit or offset of Tax (even where an item or Tax Asset giving rise to an amended Tax Return or refund claim arises without limitation, Nabisco and/or Nabisco, Inc.). Such delegation may be revoked by Holdings in a Post-Closing Tax Period) or to any Proceedings, its sole and for the purpose of making payments to, or collecting refunds from, any Taxing Authority, in each case relating to any Pre-Closing Tax Period. Each such designated member of the Hippo Group covenants to Newco that it shall be responsible to see that all such administrative matters relating thereto shall be handled properly and appropriatelyabsolute discretion.

Designation of Agent. (a) Newco Each member of the Delta Apparel Tax Group and each member of the Newco Group, in each case with respect to any Rhino Consolidated Duck Head Tax Group of which such Person was a member on or prior to the Closing Date, hereby irrevocably authorizes Rhino to designate a member of the Rhino Group, or a successor of such member, and designates Delta Woodside as its agent, coordinatorattorney- in-fact, coordinator and administrator, administrator for the purpose purposes of taking any and all actions (including the execution of waivers of applicable statutes of limitation) with respect to Taxes for which such member is a member of the Delta Woodside Consolidated Group in connection with any Rhino Income taxable period that includes a Pre-Distribution Period. In connection with any Pre-Distribution Period, Delta Woodside shall have the same authority under this Section 2.02(a), with respect to the Taxes described in the preceding sentence, to act on behalf of each member of the Delta Apparel Tax Return or RhinoRx Non-Income Group and each member of the Duck Head Tax ReturnGroup as would such member, which are necessary were such member acting on its own behalf, and as would the parent of the Consolidated Group that includes such member, were such parent acting on behalf of such member. Delta Woodside covenants to the Delta Apparel Tax Group and the Duck Head Tax Group that it shall be responsible to see that matters handled pursuant to its exercise of its authority under this Section 2.02(a) shall be handled promptly and, to the knowledge of Delta Woodside, appropriately. (b) Without limiting the generality of Section 2.02(a), Delta Woodside shall have the authority, with respect to the Taxes and taxable periods described in Section 2.02(a), to take any and all actions necessary, helpful or incidental to to, or otherwise in connection with, (i) the preparation or filing of any Tax Return, any amended Tax Return, Return or any claim for refund, credit or offset of Tax refund (even where an item or Tax Asset giving rise to an amended Tax Return or claim for refund claim arises in a Post-Closing Distribution Period), (ii) the conduct, management, prosecution, defense, contest, compromise or settlement of (A) any adjustment or deficiency proposed, asserted or assessed as a result of any audit of any Return, or (B) any other Tax Proceeding, (iii) the determination of the taxable periods (including, without limitation, taxable periods that include a Post-Distribution Period) that a settlement of a Tax Proceeding may impact and other timing considerations, (iv) the determination as to whether any refunds shall be received by way of refund or credited against tax liability, (v) the determination as to any Proceedingsthe treatment of Tax Assets that are allowed under applicable law to be carried back or carried forward, (vi) the determination as to whether any, and for what, Tax elections shall be made, (vii) the purpose determination as to whether any, and what, extensions shall be requested, (viii) the receipt of confidential information from, or the provision of such information to, any Taxing Authority, (ix) the making of payments to, or collecting collection of refunds from, any Taxing Authority, in each case relating to any Pre-Closing Tax Period. Each such designated member and (x) the performance of the Rhino Group covenants to Newco that it shall be responsible to see that all such administrative matters relating thereto shall be handled properly and appropriately. (b) Newco and each member of the Newco Group, in each case with respect to any Hippo Consolidated Group of which such Person was a member on or prior to the Closing Date, hereby irrevocably authorizes Hippo to designate a member of the Hippo Group, or a successor of such member, as its agent, coordinator, and administrator, for the purpose of taking any and all actions (including the execution of waivers of applicable statutes of limitation) with respect that are described to any Hippo Income Tax Return be undertaken by Delta Woodside under this Agreement or HippoRx Non-Income Tax Returnthat are necessary, which are necessary helpful or incidental to the filing implementation of the provisions of this Agreement. (c) Notwithstanding anything in Section 10.07 to the contrary, Delta Woodside may, in its sole and absolute discretion, delegate at any Tax Returntime all or a portion of its authority, rights or obligations under this Agreement to any amended Tax Return, corporation(s) or any claim for refund, credit or offset of Tax (even where an item or Tax Asset giving rise to an amended Tax Return or refund claim arises person(s). Such delegation may be revoked by Delta Woodside in a Post-Closing Tax Period) or to any Proceedings, its sole and for the purpose of making payments to, or collecting refunds from, any Taxing Authority, in each case relating to any Pre-Closing Tax Period. Each such designated member of the Hippo Group covenants to Newco that it shall be responsible to see that all such administrative matters relating thereto shall be handled properly and appropriatelyabsolute discretion.

Designation of Agent. (a) Newco Each member of the Delta Apparel Tax Group and each member of the Newco Group, in each case with respect to any Rhino Consolidated Duck Head Tax Group of which such Person was a member on or prior to the Closing Date, hereby irrevocably authorizes Rhino to designate a member of the Rhino Group, or a successor of such member, and designates Delta Woodside as its agent, coordinatorattorney-in-fact, coordinator and administrator, administrator for the purpose purposes of taking any and all actions (including the execution of waivers of applicable statutes of limitation) with respect to Taxes for which such member is a member of the Delta Woodside Consolidated Group in connection with any Rhino Income taxable period that includes a Pre-Distribution Period. In connection with any Pre-Distribution Period, Delta Woodside shall have the same authority under this Section 2.02(a), with respect to the Taxes described in the preceding sentence, to act on behalf of each member of the Delta Apparel Tax Return or RhinoRx Non-Income Group and each member of the Duck Head Tax ReturnGroup as would such member, which are necessary were such member acting on its own behalf, and as would the parent of the Consolidated Group that includes such member, were such parent acting on behalf of such member. Delta Woodside covenants to the Delta Apparel Tax Group and the Duck Head Tax Group that it shall be responsible to see that matters handled pursuant to its exercise of its authority under this Section 2.02(a) shall be handled promptly and, to the knowledge of Delta Woodside, appropriately. (b) Without limiting the generality of Section 2.02(a), Delta Woodside shall have the authority, with respect to the Taxes and taxable periods described in Section 2.02(a), to take any and all actions necessary, helpful or incidental to to, or otherwise in connection with, (i) the preparation or filing of any Tax Return, any amended Tax Return, Return or any claim for refund, credit or offset of Tax refund (even where an item or Tax Asset giving rise to an amended Tax Return or claim for refund claim arises in a Post-Closing Distribution Period), (ii) the conduct, management, prosecution, defense, contest, compromise or settlement of (A) any adjustment or deficiency proposed, asserted or assessed as a result of any audit of any Return, or (B) any other Tax Proceeding, (iii) the determination of the taxable periods (including, without limitation, taxable periods that include a Post-Distribution Period) that a settlement of a Tax Proceeding may impact and other timing considerations, (iv) the determination as to whether any refunds shall be received by way of refund or credited against tax liability, (v) the determination as to any Proceedingsthe treatment of Tax Assets that are allowed under applicable law to be carried back or carried forward, (vi) the determination as to whether any, and for what, Tax elections shall be made, (vii) the purpose determination as to whether any, and what, extensions shall be requested, (viii) the receipt of confidential information from, or the provision of such information to, any Taxing Authority, (ix) the making of payments to, or collecting collection of refunds from, any Taxing Authority, in each case relating to any Pre-Closing Tax Period. Each such designated member and (x) the performance of the Rhino Group covenants to Newco that it shall be responsible to see that all such administrative matters relating thereto shall be handled properly and appropriately. (b) Newco and each member of the Newco Group, in each case with respect to any Hippo Consolidated Group of which such Person was a member on or prior to the Closing Date, hereby irrevocably authorizes Hippo to designate a member of the Hippo Group, or a successor of such member, as its agent, coordinator, and administrator, for the purpose of taking any and all actions (including the execution of waivers of applicable statutes of limitation) with respect that are described to any Hippo Income Tax Return be undertaken by Delta Woodside under this Agreement or HippoRx Non-Income Tax Returnthat are necessary, which are necessary helpful or incidental to the filing implementation of the provisions of this Agreement. (c) Notwithstanding anything in Section 10.07 to the contrary, Delta Woodside may, in its sole and absolute discretion, delegate at any Tax Returntime all or a portion of its authority, rights or obligations under this Agreement to any amended Tax Return, corporation(s) or any claim for refund, credit or offset of Tax (even where an item or Tax Asset giving rise to an amended Tax Return or refund claim arises person(s). Such delegation may be revoked by Delta Woodside in a Post-Closing Tax Period) or to any Proceedings, its sole and for the purpose of making payments to, or collecting refunds from, any Taxing Authority, in each case relating to any Pre-Closing Tax Period. Each such designated member of the Hippo Group covenants to Newco that it shall be responsible to see that all such administrative matters relating thereto shall be handled properly and appropriatelyabsolute discretion.