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 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.