Common use of NRG Clause in Contracts

NRG. NRG shall be entitled to contest, compromise and settle any adjustment that is proposed, asserted or assessed pursuant to any Tax Proceeding with respect to any Income Tax Return relating to GenOn if the majority of the Taxes at issue in such Tax Proceeding are NRG Taxes or Taxes for which NRG is otherwise responsible; provided, that to the extent that such Tax Proceeding also relates to GenOn Taxes or would reasonably be expected to materially adversely affect the Tax position of any GenOn Entity for any Post-Closing Tax Period, NRG shall (i) keep GenOn informed in a timely manner of the material actions proposed to be taken by NRG with respect to such Tax Proceeding, (ii) permit GenOn at its own expense to participate in the aspects of such Tax Proceeding that relate to GenOn Taxes or the tax position of GenOn for any Post-Closing Tax Period and (iii) not settle any aspect of such Tax Proceeding that relates to GenOn Taxes or the tax position of GenOn for any Post-Closing Tax Period without the prior written consent of GenOn, which shall not be unreasonably withheld, delayed or conditioned; provided, further, that GenOn’s rights and NRG’s obligations set forth above shall not apply if and to the extent that GenOn elects in writing to forgo its right to indemnification in respect of GenOn Taxes that are subject of such Tax Proceeding.