Conditions of Contest. Notwithstanding the foregoing, no contest with respect to a Tax Claim will be required or permitted pursuant to this Section 9.2, and the Facility Lessee shall be required to pay the applicable Taxes without contest, unless:
Conditions of Contest. Notwithstanding the foregoing, no contest with respect to a Tax Claim will be required or permitted pursuant to this SECTION 10.2, and Xxxxx City shall be required to pay the applicable Taxes without contest, unless:
Conditions of Contest. Notwithstanding the foregoing, no contest with respect to a Tax Claim will be required or permitted pursuant to this Section 12.2, and NRG shall be required to pay the applicable Taxes without contest, unless:
Conditions of Contest. Notwithstanding the foregoing, in no event shall the Lessee be permitted or a Tax Indemnitee be required to contest (or to continue the contest of) any Tax Claim, unless:
Conditions of Contest. Notwithstanding the foregoing, no contest with respect to a Tax Claim will be required or permitted pursuant to this SECTION 12.2, and EME shall be required to pay the applicable Taxes without contest, unless:
Conditions of Contest. Notwithstanding the foregoing, no contest with respect to a Tax Claim will be required or permitted pursuant to this Section 11.2, and PPL Montana shall be required to pay the applicable Taxes without contest, unless:
Conditions of Contest. Notwithstanding the foregoing, no contest with respect to a Tax Claim shall be required or permitted pursuant to this Section 10.2, and AEE shall be required to pay the applicable Taxes without contest, unless:
Conditions of Contest. Notwithstanding the foregoing, no contest with respect to a Tax Claim will be required or permitted pursuant to this Section 10.2, and SEMA shall be required to pay the applicable ------------ Taxes without contest, unless:
Conditions of Contest. Notwithstanding the foregoing, no contest with respect to a Tax Claim will be required or permitted pursuant to this SECTION 6.3, and Guarantor shall be required to pay the applicable Taxes without contest, unless:
Conditions of Contest. Notwithstanding the foregoing, in no event shall the Company be permitted to contest (or shall the Tax Indemnitee be required to contest) any Tax Claim (A) if the contest of such Tax Claim involves a material risk of sale, forfeiture or loss of, or the creation of any material Lien (other than a Permitted Lien) on the Facility or any portion or Component thereof unless the Company has adequate reserves or shall have posted and maintained a bond or other security satisfactory to the relevant Tax Indemnitee or the Taxes shall have been paid in either manner specified in clause (E) below, (B) if a Significant Company Default or a Company Event of Default has occurred and is continuing, (C) unless the Company shall have agreed to pay and shall pay, to such Tax Indemnitee on demand, and on an After-Tax Basis, all reasonable out-of-pocket costs and expenses that such Tax Indemnitee may incur in connection with contesting the asserted Taxes, including all reasonable legal, accounting and investigatory fees and disbursements, (D) unless the Company shall have provided the Tax Indemnitee with an opinion of counsel selected by the Company and reasonably acceptable to the Tax Indemnitee that a reasonable basis exists for the contest of such Tax Claim; provided, that if the contested issue shall have previously been decided by a court of competent jurisdiction pursuant to the contest provisions of this Section 12.2(g), such opinion shall be that, as a result of a change in law or fact, it is more likely than not that the Tax Indemnitee will prevail, (E) unless, if such contest involves payment of the Tax, the Company either advances to the Tax Indemnitee on an interest-free basis, and with no after-tax cost to such Tax Indemnitee, the amount of such Tax (a “Tax Advance”) or pays such Tax Indemnitee the amount payable by the Company under this Section 12.2 with respect to such Tax, (F) unless the amount of the Taxes in controversy, taking into account the amount of all similar and logically related Taxes with respect to the transactions contemplated by the Operative Documents in respect of the Facility that could be raised in any other year (including any future year) not barred by the statute of limitations, exceeds $10,000, (G) unless the Company shall acknowledge in writing its liability to indemnify the Tax Indemnitee hereunder in respect of such Tax Claim if the contest is not successful; provided, that such acknowledgment of liability will not be binding if the c...
