Common use of Control of Contest Clause in Contracts

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, 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 66 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.. In the case of all other Tax Claims, the Tax Indemnitee will contest the Tax Claim at Xxxxx City's expense if Xxxxx City 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: