Notice of Contest. If a written claim for payment is made by any taxing authority against a Tax Indemnitee for any Taxes with respect to which the Facility Lessee may be liable for indemnity hereunder (a "Tax Claim"), such Tax Indemnitee shall give the Facility Lessee written notice of such Tax Claim promptly after its receipt, and shall furnish the Facility Lessee with copies of such Tax Claim and all other writings received from the taxing authority to the extent relating to such claim; provided that failure to so notify the Facility Lessee shall not relieve the Facility Lessee of any obligation to indemnify the Tax Indemnitee hereunder except to the extent that such failure effectively precludes the ability to conduct a contest hereunder (and without limiting any damage claim or remedy the Facility Lessee may otherwise have for such failure).
Notice of Contest. If a written claim is made by any taxing authority against a Tax Indemnitee for any Taxes with respect to which Xxxxx City may be required to indemnify against hereunder (a "TAX CLAIM"), such Tax Indemnitee shall give Xxxxx City written notice of such Tax Claim promptly after its receipt, and shall xxxxxxx Xxxxx City with copies of such Tax Claim and all other writings received from the taxing authority to the extent relating to such claim, provided that failure so to notify Xxxxx City shall not relieve Xxxxx City of any obligation to indemnify the Tax Indemnitee hereunder except to the extent such failure effectively precludes Xxxxx City from contesting such Tax. The Tax Indemnitee shall not pay such Tax Claim until at least 30 days after providing Xxxxx City with such written notice, unless (a) the Tax Indemnitee is required to do so by law or regulation and (b) in the written notice described above, the Tax Indemnitee has notified Xxxxx City of such requirement.
Notice of Contest. If a written claim is made by any taxing authority against a Tax Indemnitee for any Taxes with respect to which NRG may be required to indemnify against hereunder (a “Tax Claim”), such Tax Indemnitee shall give NRG written notice of such Tax Claim promptly after its receipt, and shall furnish NRG with copies of such Tax Claim and all other writings received from the taxing authority to the extent relating to such claim, provided that failure so to notify NRG shall not relieve NRG of any obligation to indemnify the Tax Indemnitee hereunder except to the extent such failure effectively precludes NRG from contesting such Tax. The Tax Indemnitee shall not pay such Tax Claim until at least thirty (30) days after providing NRG with such written notice, unless (a) the Tax Indemnitee is required to do so by law or regulation and (b) in the written notice described above, the Tax Indemnitee has notified NRG of such requirement.
Notice of Contest. If a written claim for payment is made by any taxing authority against a Tax Indemnitee for any Taxes with respect to which the Lessee may be liable for indemnity hereunder (a “Tax Claim”), such Tax Indemnitee shall give the Lessee written notice of such Tax Claim promptly after its receipt, and shall furnish the Lessee with copies of such Tax Claim and all other writings received from the taxing authority to the extent relating to such Tax Claim; provided that, without limiting any damage claims or remedy the Lessee may otherwise have for such failure, failure to so notify the Lessee shall not relieve the Lessee of any obligation to indemnify the Tax Indemnitee hereunder except to the extent that such failure increases the amount otherwise required to be paid pursuant to this Section 9.2.
Notice of Contest. The Stockholders’ Representative may contest any Indemnification Claim by giving the Buyer written notice of such contest (the “Contest Notice”) within ten (10) Business Days after delivery of such Claim Notice (the “Contest Notice Period”). The Contest Notice shall include a statement of the grounds of such contest in reasonable detail and shall state the amount of the Claim Amount that the Stockholders’ Representative does not dispute. The undisputed portion of the Claim Amount, if any, stated in such Contest Notice shall be available for immediate release to the Buyer from the Escrow Amount (as directed pursuant to the Claim Notice), and the Buyer and Stockholders’ Representative shall provide the Escrow Agent with an executed Disbursement Request (as defined below) regarding the release of such undisputed portion of the Claim Amount from the Escrow Amount. None of the Escrow Amount shall be released to the Buyer with respect to the disputed portion of such Claim Amount unless and until such disputed portion is finally resolved either by a mutual agreement, in writing, between the Buyer and the Stockholders’ Representative or by a court of competent jurisdiction in accordance with Section 13.9 of the Purchase Agreement. Upon expiration of the Contest Notice Period, if no Contest Notice has been delivered to the Buyer during such period, the Buyer and the Stockholders’ Representative shall provide the Escrow Agent with an executed Disbursement Request to release a portion of the Escrow Amount with sufficient value to satisfy the Claim Amount, as calculated in Section 1.4(d) herein.
Notice of Contest. If a written claim is made by any taxing authority against a Tax Indemnitee for any Taxes with respect to which EME may be required to indemnify against hereunder (a "TAX CLAIM"), such Tax Indemnitee shall give EME written notice of such Tax Claim promptly after its receipt, and shall furnish EME with copies of such Tax Claim and all other writings received from the taxing authority to the extent relating to such claim, PROVIDED that failure so to notify EME shall not relieve EME of any obligation to indemnify the Tax Indemnitee hereunder except to the extent such failure effectively precludes EME from contesting such Tax. The Tax Indemnitee shall not pay such Tax Claim until at least 30 days after providing EME with such written notice, unless (a) the Tax Indemnitee is required to do so by law or regulation and (b) in the written notice described above, the Tax Indemnitee has notified EME of such requirement.
Notice of Contest. Promptly after Borrower’s initiation of any contest of taxes, assessments, or governmental charges imposed upon it or upon its property which would reasonably be expected to have a Material Adverse Effect.
Notice of Contest. If a written claim for payment is made by any taxing authority against a Tax Indemnitee for any Taxes with respect to which PPL Montana may be liable for indemnity hereunder (a "Tax Claim"), such Tax Indemnitee shall give PPL Montana written notice of such Tax Claim promptly after its receipt, and shall furnish PPL Montana with copies of such Tax Claim and all other writings received from the taxing authority to the extent relating to such claim, provided that failure so to notify PPL Montana shall not relieve PPL Montana of any obligation to indemnify the Tax Indemnitee hereunder except as provided in clause (xiv) of Section 11.2(b). The Tax Indemnitee shall not pay such Tax Claim until at least 30 days after providing PPL Montana with such written notice, unless required to do so by law or regulation.
Notice of Contest. If a written claim for payment is made by any taxing authority against a Tax Indemnitee for any Taxes with respect to which AEE may be liable for indemnity hereunder (a "Tax Claim"), such Tax Indemnitee shall give AEE written notice of such Tax Claim as soon as practicable after its receipt, and shall furnish AEE with copies of such Tax Claim and all other writings received from the taxing authority to the extent relating to such claim; provided that failure to so notify AEE shall not relieve AEE of any obligation to indemnify the Tax Indemnitee hereunder except as provided in clause (xiii) of Section 10.2(b). After giving of such notice, so long as no Lease Material Default or Lease Event of Default shall have occurred and be then continuing, the Tax Indemnitee shall not pay such Tax Claim until at least 30 days after providing AEE with such written notice, unless required to do so by law or regulation.
Notice of Contest. MidAmerican shall be required to protest such Proposed Adjustment only upon receipt of a written request from MRSC (the "Notice of Contest") to make such protest within 30 days of receipt by MRSC of the Notice of Adjustment.
