Control of Contest. Subject to Section 4.7(iii) below, the Lessee will be entitled to contest (acting through counsel selected by the Lessee and reasonably acceptable to the Tax Indemnitee), and control the contest of, any Tax Claim if (i) the contest of the Tax Claim may be pursued in the name of the Lessee; (ii) the contest of the Tax Claim must be pursued in the name of the Tax Indemnitee but can be pursued independently from any other proceeding involving a tax liability of such Tax Indemnitee for which the Lessee is not responsible (with the Tax Indemnitee agreeing to use reasonable efforts to sever the contest of any indemnified Tax from the contest of any unindemnified Tax so that the Lessee can control the contest of the indemnified Tax), or (iii) the Tax Indemnitee requests that the Lessee control such contest. In the case of all other Tax Claims, subject to Section 4.7(iii) below, the Tax Indemnitee will contest the Tax Claim if the Lessee shall request that the Tax be contested, and the following rules shall apply with respect to such contest:
(1) the Tax Indemnitee will control the contest of such Tax Claim in good faith (acting through counsel selected by the Tax Indemnitee and reasonably acceptable to the Lessee),
(2) at the Lessee's written request, if payment is made to the applicable taxing authority, the Tax Indemnitee shall use all reasonable efforts to obtain a refund thereof in appropriate administrative or judicial proceedings, and
(3) the Tax Indemnitee shall not otherwise settle, compromise or abandon such contest without the Lessee's prior written consent except as provided in Section 4.7(iv) below. In either case, the party conducting such contest shall consult with and keep reasonably informed the other party and its designated counsel with respect to such Tax Claim, shall provide the other party with copies of any reports or claims issued by the relevant auditing agents or taxing authority as well as redacted portions of tax returns, and shall consider and consult in good faith with the other party regarding any request (a) to resist payment of Taxes if practical and (b) not to pay such Taxes except under protest if protest is necessary and proper (but the decision regarding what actions are to be taken shall be made by the controlling party in its sole judgment; provided, however, -------- ------- that (subject to Section 4.7(iv) below) if the Tax Indemnitee is the controlling party, such Tax Indemnitee may not settle the contest without the conse...
Control of Contest. Subject to subsection (g)(iii) below, the Facility Lessee will be entitled to contest (acting through counsel selected by the Facility Lessee and reasonably satisfactory to the Tax Indemnitee), and control the contest of, any Tax Claim if (A) such Tax Claim may be pursued in the name of the Facility Lessee and may be segregated procedurally from tax claims for which the Facility Lessee is not obligated to indemnify the Tax Indemnitee or (B) the Tax Indemnitee requests that the Facility Lessee control such contest. In the case of all other Tax Claims, the Tax Indemnitee will contest the Tax Claim if the Facility Lessee shall request that the Tax be contested (subject to subsection (g)(iii) below), and the following rules shall apply with respect to such contest:
Control of Contest. Subject to subsection (g)(iii) below, Xxxxx City will be entitled to contest (acting through counsel selected by Xxxxx City and reasonably satisfactory to the Tax Indemnitee), and control the contest of, any Tax Claim if (i) such Tax Claim may be segregated procedurally and contested independently from tax claims for which Xxxxx City is not obligated to indemnify the Tax Indemnitee, provided that if the Tax Indemnitee in its sole discretion determines at any time that permitting Xxxxx City to conduct or continue to conduct such contest could have an adverse business effect or other consequences to such Tax Indemnitee, such Tax Indemnitee shall have the right to control or reassert control over such contest, or (ii) the Tax Indemnitee requests that Xxxxx City control such contest; provided that in the case of any such contest pursuant to (i) or (ii) Xxxxx City shall use all reasonable efforts to contest such Tax Claim in its own name, and provided further that such contest shall be at Xxxxx City's sole cost and expense with no after tax cost to the Tax Indemnitee. Xxxxx City shall consult in good faith with and keep reasonably informed the Tax Indemnitee and its counsel and shall provide the Tax Indemnitee with copies of any reports or claims issued by the relevant auditing agent or taxing authority, but the decisions regarding what actions to be taken shall be made by Xxxxx City in its sole judgment.
Control of Contest. Subject to subsection (g)(iii) below, NRG will be entitled to contest (acting through counsel selected by NRG and reasonably satisfactory to the Tax Indemnitee), and control the contest of, any Tax Claim if (i) such Tax Claim may be segregated procedurally and contested independently from tax claims for which NRG is not obligated to indemnify the Tax Indemnitee, provided that if the Tax Indemnitee reasonably determines at any time that permitting NRG to conduct or continue to conduct such contest could have material adverse business or other consequences to such Tax Indemnitee, such Tax Indemnitee shall have the right to control or reassert control over such contest, or (ii) the Tax Indemnitee requests that NRG control such contest; provided that in the case of any such contest pursuant to (i) or (ii) NRG shall use all reasonable efforts to contest such Tax Claim in its own name, and provided further that such contest shall be at NRG’s sole cost and expense. NRG shall consult in good faith with the Tax Indemnitee and its counsel and shall provide the Tax Indemnitee with copies of any reports or claims issued by the relevant auditing agent or taxing authority, but the decisions regarding what actions to be taken shall be made by NRG in its sole judgment.
Control of Contest. The party filing the Tax Return subject to audit or other dispute shall control any audits, disputes, administrative, judicial or other Proceedings related to Taxes with respect to which either party may incur Liability hereunder. In the case of a dispute with respect to a Tax for which no Tax Return is required, the Indemnifying Party shall control any audits, disputes, administrative, judicial or other Proceedings relating to such Tax. Subject to the first sentence of this Section 10.10(b), in the event that an adverse determination may result in each party having a responsibility for any amount of Tax under this Article X, each party shall be entitled to fully participate in that portion of the Proceeding relating to the Taxes for which it may incur Liability hereunder. For purposes of this Section 10.10(b), the term “participate” shall include (i) participation in conferences, meetings or Proceedings with any Governmental Authority, the subject matter of which includes an item for which such party may have Liability hereunder, (ii) participation in appearances before any court or tribunal, the subject matter of which includes an item for which a party may have Liability hereunder, and (iii) with respect to matters described in the preceding clauses (i) and (ii), participation in the submission and determination of the content of the documentation, protests, memoranda of fact and law, and briefs, and the conduct of oral arguments and presentations.
Control of Contest. (i) The Sellers shall, at their election, have the right to represent a Company Group member’s interests in any Contest relating to a Pre-Closing Tax Period, employ counsel of its choice at its expense and control the conduct of such Contest. The Sellers shall have the right to settle or dispose of any such Contest. The Sellers shall provide notice to Buyer of any such Contest to the extent reasonably practicable. Notwithstanding the foregoing, to the extent any Contest relating to a Pre-Closing Tax Period relates to Taxes which pursuant to this Agreement are the responsibility of Buyer, Buyer and the Sellers shall jointly represent their interests in such Contest, shall employ counsel of their mutual choice and shall cooperate with the other and the other’s representatives in a prompt and timely manner in connection with any such Contest. The Parties shall mutually agree on any settlement or other disposition of the Contest.
(ii) In the case of any Contest with respect to a Transaction Tax for which both Buyer and Sellers are equally liable pursuant to Section 6.01(a), or a Straddle Period, Buyer and the Sellers shall jointly represent their interests in any Contest, shall employ counsel of their mutual choice and shall cooperate with the other and the other’s representatives in a prompt and timely manner in connection with any such Contest. The Parties shall mutually agree on any settlement or other disposition of the Contest. In the event Buyer and the Sellers are unable to agree regarding any aspect of the conduct of any such Contest, the decision shall be made by the counsel employed to pursue such Contest on the basis of counsel’s good faith judgment regarding the course of action that would produce the overall lowest present value of Tax and litigation cost to the Parties. Any such Contest expenses shall be borne by Buyer and the Sellers in the same proportion as such related Taxes are borne by Buyer and the Sellers in accordance with Section 6.01 and Section 6.02.
(iii) Buyer shall have the right to control the conduct of any other Contest in its sole discretion with respect to any other Tax matter not covered in clause (i) or clause (ii) above.
Control of Contest. Each party shall have the right, at its own expense, to control any audit or determination by any authority, initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes for any taxable period for which that party (or any of its Affiliates) is charged with responsibility for filing a Tax Return and paying Taxes under this Agreement; provided, however, that neither party shall have the right to agree to any assessment, deficiency, settlement or other adjustment or proposed adjustment of Taxes that would adversely affect the interests of the other party without such other party's written consent, which consent shall not be unreasonably withheld, and provided, further, that in the event that a party not charged with the responsibility for filing a Tax Return under this Agreement is paid a refund, such party shall pay such refund to the party so charged within seven (7) days of receipt of such refund by the first party. Purchaser shall promptly forward to Sellers all written notifications and other written communications from any taxing authority received by the Company relating to any liability for Taxes for any taxable period for which Sellers are charged with payment responsibility under this Agreement and Purchaser shall execute or cause to be executed any powers of attorney or other documents reasonably requested by Sellers to enable Sellers to take any and all necessary actions with respect to any proceedings for any such period.
Control of Contest. Subject to subsection (g)(iii) below, PPL Montana will be entitled to contest (acting through counsel selected by PPL Montana and reasonably satisfactory to the Tax Indemnitee), and control the contest of, any Tax Claim if (i) the contest of the Tax Claim may be pursued in the name of the Tax Indemnitee; (ii) such Tax Claim may be segregated procedurally from tax claims for which PPL Montana is not obligated to indemnify the Tax Indemnitee or (iii) the Tax Indemnitee requests that PPL Montana control such contest; provided that in the case of any such contest, PPL Montana shall use all reasonable efforts to contest such Tax Claim in its own name. In the case of all other Tax Claims, subject to subsection (g)(iii) below, the Tax Indemnitee will contest the Tax Claim if PPL Montana shall request that the Tax be contested, and the following rules shall apply with respect to such contest:
(1) the Tax Indemnitee will control the contest of such Tax Claim in good faith (acting through counsel selected by the Tax Indemnitee and reasonably satisfactory to PPL Montana),
(2) at PPL Montana's written request, if payment is made to the applicable taxing authority, the Tax Indemnitee shall use all reasonable efforts to obtain a refund thereof in appropriate administrative or judicial proceedings, and
(3) the Tax Indemnitee shall not otherwise settle, compromise or abandon such contest without PPL Montana's prior written consent except as provided in paragraph (g)(iv) below. In either case, the party conducting such contest shall consult with and keep reasonably informed 55 63 the other party and its designated counsel with respect to such Tax Claim and shall consider and consult in good faith with the other party regarding any request (a) to resist payment of Taxes if practical and (b) not to pay such Taxes except under protest if protest is necessary and proper.
Control of Contest. Sellers shall have the right, at their own expense, to control any audit, investigation or examination by any taxing authority, initiate any claim for refund or amended Tax return and contest, resolve and defend against any assessment, deficiency or other adjustment or proposed adjustment of Taxes for any taxable period ending prior to the Effective Date for which Sellers are charged with liability for payment of Tax under this Agreement; provided, that Buyer shall have the right to participate on the Company’s behalf, at its sole cost and expense, and (a) Buyer’s consent (not to be unreasonably withheld, conditioned or delayed) shall be required for any settlement of such matter, except that such consent shall not be required if (1) there is no finding or admission of any violation by the Company of any Law or Order or of the rights of any Person and no material adverse effect on any other claims that may be made against the Company, and (2) the sole relief provided is monetary damages that are paid in full by the Sellers and (b) the Sellers will have no liability with respect to any settlement of such matters effected without their consent (not to be unreasonably withheld, conditioned or delayed). Each Party will allow the other and its counsel and its accountants (at its own expense) to be represented during any audits of Tax returns to the extent that disputed items therein relate to the Company. The Buyer Parties shall undertake or authorize actions of the Company as reasonably requested by Sellers with respect to this Section 9.4(ii).
Control of Contest. Each party will have the right, at its own ------------------ expense, to control any audit or determination by any taxing authority, to initiate any claim for refund or file any amended Tax Return, and to contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment of Taxes for any taxable period for which such party (or any of its affiliates) is charged with responsibility for filing a Tax Return under this Agreement; provided, however, that no party will have the right to agree to any assessment, deficiency, settlement, or other adjustment or proposed adjustment, or to initiate any claim for refund or file any amended Tax Return, that would adversely affect the interests of the other party without such other party's written consent, which consent will not be unreasonably withheld. Viisage will promptly forward to Xxx all written notifications and other written communications from any Taxing authority received by Viisage, or by Xxx relating to any liability for Taxes for any taxable period. The failure by Viisage to provide any such notice to Xxx within twenty (20) business days of receipt by Viisage of such notice will relieve Xxx from any obligations with respect to the subject matter of any notification not so forwarded.
