Common use of Control of Contest Clause in Contracts

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, NRG EME will be entitled to contest (acting through counsel selected by NRG EME 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 EME is not obligated to indemnify the Tax Indemnitee, provided PROVIDED that if the Tax Indemnitee reasonably determines at any time that permitting NRG EME 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 EME control such contest; provided PROVIDED that in the case of any such contest pursuant to (i) or (ii) NRG EME shall use all reasonable efforts to contest such Tax Claim in its own name, and provided further PROVIDED FURTHER that such contest shall be at NRG’s EME's sole cost and expense. NRG EME 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 EME in its sole judgment.. In the case of all other Tax Claims, the Tax Indemnitee will contest the Tax Claim at EME's expense if EME 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. 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 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, NRG will AEE shall be entitled to contest at its own expense (acting through counsel selected by NRG AEE 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 AEE 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 AEE control such contest; provided that in the case of any such contest pursuant to (i) or (ii) NRG AEE shall use all reasonable efforts to contest such Tax Claim in its own name, and provided further that but if such contest shall be at NRG’s sole cost and expense. NRG shall consult is in good faith with the Tax Indemnitee and its counsel and shall provide Sections name, the Tax Indemnitee shall have the right to participate in all proceedings. In the case of all other Tax Claims, (A) unless, in the opinion of counsel selected by Tax Indemnitee and reasonably satisfactory to AEE (but delivered at AEE's expense) there is no Reasonable Basis to contest or (B) the matter at issue was subject to a prior unsuccessful contest (unless AEE shall have previously delivered an opinion of counsel selected by Tax Indemnitee and reasonably satisfactory to AEE that there has been a change in law which would affect the outcome of a new contest in favor of Tax Indemnitee), if AEE shall request that the Tax be contested (in accordance with copies of any reports or claims issued by subsection (g)(iii) below)), the relevant auditing agent or taxing authority, but Tax Indemnitee shall contest the decisions regarding what actions Tax Claim and the following rules shall apply with respect to be taken shall be made by NRG in its sole judgment.such contest: