Common use of Control of Contest Clause in Contracts

Control of Contest. Subject to Subsection (g)(3) below, Oglethorpe (i) will be entitled to contest, and control the contest of, any Tax Claim if such Tax Claim may be and is brought in the name of Oglethorpe, or may be and is segregated procedurally from tax claims for which Oglethorpe is not obligated to indemnify the Tax Indemnitee and the Tax Indemnitee in good faith determines that there is no material risk of it or an Affiliate being adversely affected by such contest or the conduct thereof and (ii) shall contest any Tax claim if the Tax Indemnitee requests that Oglethorpe control such contest, provided that in the case of any such contest pursuant to (i) or (ii) Oglethorpe shall use its best efforts to contest such Tax Claim in its own name and if it is contesting the Tax Claim in the Tax Indemnitee's name, it shall consult with such Tax Indemnitee with respect to all decisions involving the contest of such Tax Claim and provided further that the Tax Indemnitee shall be entitled to reassert control of any contest if it determines in good faith that Oglethorpe's continued control of the contest will adversely affect it. In the case of a Tax Claim that Oglethorpe is not entitled to contest, or that Oglethorpe and the Tax Indemnitee otherwise agree that the Tax Indemnitee shall contest subject to subsection (g)(3) below:

Control of Contest. Subject to Subsection (g)(3Section 12.2(g)(iii) below, Oglethorpe (i) the Company will be entitled to contestcontest (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 Tax Claim may contest can be and is brought pursued in the name of Oglethorpethe Company, or may (y) such contest must be and is segregated procedurally pursued in the name of such Tax Indemnitee, but can be pursued independently from any other proceeding involving a tax claims for which Oglethorpe is not obligated to indemnify the 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 good faith its reasonable judgment determines that there is no material risk of it permitting the Company to conduct or an Affiliate being adversely affected by continue to conduct such contest or the conduct thereof will not adversely impact other Taxes of such Tax Indemnitee (and (ii) shall contest any Tax claim if the Tax Indemnitee requests determines at any time that Oglethorpe control such contest, provided that in the case there will be an adverse impact on other Taxes of any such contest pursuant to (i) or (ii) Oglethorpe shall use its best efforts to contest such Tax Claim in its own name and if it is contesting the Tax Claim in the Tax Indemnitee's name, it shall consult with such Tax Indemnitee with respect to all decisions involving the contest of such Tax Claim and provided further that then the Tax Indemnitee shall be entitled to reassert control of any contest if it determines in good faith that Oglethorpe's continued control of the contest will adversely affect it. In the case of a Tax Claim that Oglethorpe is not entitled to contestcontrol, or that Oglethorpe and regain control, of such contest). With respect to all other Tax Claims requested to be contested by the Tax Indemnitee otherwise agree that Company, subject to Section 12.2(g)(iii) below, the Tax Indemnitee shall contest subject 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 subsection (g)(3) below:the Company).

Control of Contest. Subject to Subsection subsection (g)(3g)(iii) below, Oglethorpe (i) Midwest will be entitled to contestcontest (acting through counsel selected by Midwest and reasonably satisfactory to the Tax Indemnitee), and control the contest of, any Tax Claim if (i) such Tax Claim may be and is brought in the name of Oglethorpe, or may be and is segregated procedurally and contested independently from tax claims for which Oglethorpe Midwest is not obligated to indemnify the Tax Indemnitee and Indemnitee, PROVIDED that if the Tax Indemnitee in good faith reasonably determines at any time that there is no material risk of it permitting Midwest to conduct or an Affiliate being adversely affected by continue to conduct such contest could have material adverse business or other consequences to such Tax Indemnitee, such Tax Indemnitee shall have the conduct thereof and right to control or reassert control over such contest, or (ii) shall contest any Tax claim if the Tax Indemnitee requests that Oglethorpe Midwest control such contest, provided ; PROVIDED that in the case of any such contest pursuant to (i) or (ii) Oglethorpe Midwest shall use its best all reasonable efforts to contest such Tax Claim in its own name name, and if it is contesting PROVIDED FURTHER that such contest shall be at Midwest's sole cost and expense. Midwest shall consult in good faith with the Tax Claim in Indemnitee and its counsel and shall provide the Tax Indemnitee's name, it shall consult with such Tax Indemnitee with respect copies of any reports or claims issued by the relevant auditing agent or taxing authority, but the decisions regarding what actions to all decisions involving the contest of such Tax Claim and provided further that the Tax Indemnitee be taken shall be entitled to reassert control of any contest if it determines made by Midwest in good faith that Oglethorpe's continued control of the contest will adversely affect itits sole judgment. In the case of a all other Tax Claim that Oglethorpe is not entitled to contestClaims, or that Oglethorpe and the Tax Indemnitee otherwise agree will contest the Tax Claim at Midwest's expense if Midwest shall request that the Tax Indemnitee shall contest subject to be contested (in accordance with subsection (g)(3g)(iii) below), and the following rules shall apply with respect to such contest:

Control of Contest. Subject to Subsection (g)(3Section 21.1(g)(iii) below, Oglethorpe (i) the Sublessee will be entitled to contestcontest (acting through counsel selected by the Sublessee and reasonably satisfactory to the Tax Indemnitee), and control the contest of, any Tax Claim if such (i) the contest of the Tax Claim may can be and is brought pursued in the name of Oglethorpe, or the Sublessee; (ii) the contest of such Tax Claim must be pursued in the name of the Tax Indemnitee but may in the reasonable judgment of the Tax Indemnitee be and is segregated procedurally from tax claims for which Oglethorpe the Sublessee is not obligated to indemnify the Tax Indemnitee and (with the Tax Indemnitee in good faith determines agreeing or agreeing to use reasonable efforts to ensure that there is no material risk the Head Lease Tax Indemnitee will agree to use reasonable efforts to segregate the contest of it any indemnified Tax from the contest of any unindemnified Tax, so that the Sublessee can control the contest of the indemnified Tax) or an Affiliate being adversely affected by such contest (iii) the Head Lease Tax Indemnitee or the conduct thereof and (ii) shall contest any Tax claim if the Tax Indemnitee requests that Oglethorpe the Sublessee control such contest, provided that in the case of any such contest pursuant to (i) or (ii) Oglethorpe shall use its best efforts to contest such Tax Claim in its own name and if it is contesting the Tax Claim in the Tax Indemnitee's name, it shall consult with such Tax Indemnitee with respect to all decisions involving the contest of such Tax Claim and provided further that the Tax Indemnitee shall be entitled to reassert control of any contest if it determines in good faith that Oglethorpe's continued control of the contest will adversely affect it. In the case of a all other Tax Claim that Oglethorpe is not entitled Claims, subject to contestSection 21.1(g)(iii) below, or that Oglethorpe and the Tax Indemnitee otherwise agree will, or will use reasonable efforts to ensure that the Head Lease Tax Indemnitee will, in good faith diligently contest the Tax Claim (including seeking judicial review of any adverse administrative determination and appealing any adverse judicial determination, except that no appeal shall be required to the United States Supreme Court) if the Sublessee shall request that the Tax Indemnitee be contested, and the following rules shall contest subject apply with respect to subsection (g)(3) belowsuch contest:

Control of Contest. Subject to Subsection subsection (g)(3g)(iii) below, Oglethorpe (i) Guarantor will be entitled to contestcontest (acting through counsel selected by Guarantor and reasonably satisfactory to the Indemnitee), and control the contest of, any Tax Claim if (i) such Tax Claim may be and is brought in the name of Oglethorpe, or may be and is segregated procedurally and contested independently from tax claims for which Oglethorpe Guarantor is not obligated to indemnify the Tax Indemnitee, PROVIDED that if the Indemnitee and the Tax Indemnitee in good faith reasonably determines at any time that there is no material risk of it permitting Guarantor to conduct or an Affiliate being adversely affected by continue to conduct such contest could have material adverse business or other consequences to such Indemnitee, such Indemnitee shall have the conduct thereof and right to control or reassert control over such contest, or (ii) shall contest any Tax claim if the Tax Indemnitee requests that Oglethorpe Guarantor control such contest, provided ; PROVIDED that in the case of any such contest pursuant to (i) or (ii) Oglethorpe Guarantor shall use its best all reasonable efforts to contest con test such Tax Claim in its own name name, and if it is contesting PROVIDED FURTHER that such contest shall be at Guarantor's sole cost and expense. In connection with any Lessee controlled contest, Guarantor shall consult in good faith with the Indemnitee and its counsel and shall provide the 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 Guarantor in its sole judgment. In the case of all other Tax Claims, the Indemnitee will contest the Tax Claim in at Guarantor's expense if Guarantor shall request that the Tax Indemnitee's name, it shall consult with be contested if such Tax Indemnitee Claim is for an amount of at least $25,000 (in accordance with subsection (g)(iii) below), and the following rules shall apply with respect to all decisions involving such contest: (1) the Indemnitee will control the contest of such Tax Claim and provided further that the Tax Indemnitee shall be entitled to reassert control of any contest if it determines in good faith that Oglethorpe's continued control of (acting through counsel selected by the contest will adversely affect it. In the case of a Tax Claim that Oglethorpe is not entitled Indemnitee and reasonably satisfactory to contest, or that Oglethorpe and the Tax Indemnitee otherwise agree that the Tax Indemnitee shall contest subject to subsection (g)(3) below:Guarantor),