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 Section 12.2(g)(iii) below, the Company will be entitled to contest (acting through counsel selected by the Company and reasonably satisfactory to the Tax Indemnitee), and control the contest of, any Tax Claim if (x) such contest can be pursued in the name of the Company, (y) such contest must be pursued in the name of such Tax Indemnitee, but can be pursued independently from any other proceeding involving a tax liability of such Tax Indemnitee (with each Tax Indemnitee agreeing to use all reasonable efforts to sever the contest of any indemnified Tax from the contest of any unindemnified Tax, so that the Company can control the contest of the indemnified Tax) or (z) such Tax Indemnitee requests that the Company control such contest; provided, that any control of a contest described in clauses (x) and (y) is subject to the condition that the Tax Indemnitee in its reasonable judgment determines that permitting the Company to conduct or continue to conduct such contest will not adversely impact other Taxes of such Tax Indemnitee (and if the Tax Indemnitee determines at any time that there will be an adverse impact on other Taxes of the Tax Indemnitee, then the Tax Indemnitee shall control, or regain control, of such contest). With respect to all other Tax Claims requested to be contested by the Company, subject to Section 12.2(g)(iii) below, the Tax Indemnitee shall contest such claim, including seeking judicial review of any adverse administrative determination and appealing any adverse judicial determination, and the Tax Indemnitee shall control the contest of the claim in good faith (acting through counsel selected by the Tax Indemnitee and reasonably acceptable to the Company).
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, 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. 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. 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:
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. Shareholders shall have the right, at their own expense, to control any audit or determination by any taxing authority, initiate any claim for refund or amended tax return and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment relating to Taxes of Company or Members of Company for periods ending on or prior to October 25, 1997. Each party will allow the other and its accountants or counsel (at its or their own expense) to be represented during any audits of income tax returns of Company to the extent the disputed items therein relate to Company and the resolution of such designated items may adversely affect the other party.
