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, 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. 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)(3) below, Oglethorpe (i) will be entitled to contest, and control the contest of, any Tax Claim if such Tax Claim may be and is brought in the name of Oglethorpe, or may be and is segregated procedurally from tax claims for which Oglethorpe is not obligated to indemnify the Tax Indemnitee and the Tax Indemnitee in good faith determines that there is no material risk of it or an Affiliate being adversely affected by such contest or the conduct thereof and (ii) shall contest any Tax claim if the Tax Indemnitee requests that Oglethorpe control such contest, provided that in the case of any such contest pursuant to (i) or (ii) Oglethorpe shall use its best efforts to contest such Tax Claim in its own name and if it is contesting the Tax Claim in the Tax Indemnitee's name, it shall consult with such Tax Indemnitee with respect to all decisions involving the contest of such Tax Claim and provided further that the Tax Indemnitee shall be entitled to reassert control of any contest if it determines in good faith that Oglethorpe's continued control of the contest will adversely affect it. In the case of a Tax Claim that Oglethorpe is not entitled to contest, or that Oglethorpe and the Tax Indemnitee otherwise agree that the Tax Indemnitee shall contest subject to subsection (g)(3) below:
Control of Contest. Subject to subsection (g)(iii) below, SEMA will be entitled to contest (acting through counsel selected by SEMA 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 SEMA is not obligated to indemnify the Tax Indemnitee, or (ii) the Tax Indemnitee requests that SEMA control such contest; provided that in the case of any such contest pursuant to (i) or (ii) SEMA shall use all reasonable efforts to contest such Tax Claim in its own name, and in the event of a contest in the Owner Participant's or Equity Investor's name under clause (i), the Owner Participant's consent shall be required; provided further that such contest shall be at SEMA's sole cost and expense with no after-tax cost to the Tax Indemnitee. SEMA 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 documents, reports or claims issued by or sent to the relevant auditing agent or taxing authority, but the decisions regarding what actions to be taken shall be made by SEMA in its sole judgment. In the case of all other Tax Claims, the Tax Indemnitee will contest the Tax Claim at SEMA's expense if SEMA shall request that the Tax be contested (in accordance with subsection (g)(iii) below), and the following rules shall apply with respect to such contest:
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. 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:
Control of Contest. Subject to paragraph (g)(iii) below, at the election of the Lessee, the Lessee (A) will be entitled to contest (acting through counsel selected by the Lessee and reasonably satisfactory to the Tax Indemnitee), and control the contest of, any Tax Claim either in its own name or the name of the Tax Indemnitee if (x) such Tax Claim may be pursued independently from any claim for Taxes for which the Lessee is not obligated to indemnify the Tax Indemnitee, (y) the Lessee shall have acknowledged in writing its liability hereunder if the Tax Claim is not successful, and (z) the Tax Indemnitee has reasonably determined, acting in good faith, that it will not be adversely affected by the Lessee’s control of such Tax Claim (a “Lessee-Controlled Contest”), or (B) may require that the Tax Indemnitee in good faith contest such Tax Claim. The following rules shall apply with respect to any contest hereunder:
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:
