Common use of Disputed Amounts Clause in Contracts

Disputed Amounts. (a) If CAISO or the Responsible Utility disputes a Revised Estimated or Revised Adjusted RMR Invoice or Final Invoice or part thereof submitted by Owner under this Agreement, or if the Responsible Utility disputes an CAISO Invoice or part thereof that relates to an RMR Invoice or Final Invoice submitted by Owner to CAISO under this Agreement, and if such dispute is based in whole or part on an alleged error or breach or default of Owner’s obligations to CAISO under this Agreement, then CAISO promptly shall give written notice to Owner of the reasons for the dispute and the amount in dispute. CAISO shall pay Owner the disputed amount without offset, recoupment or reduction of any kind or nature. Such payment may, however, be made by CAISO under protest with reservation of the right to seek a refund with interest at the Interest Rate from the date of the disputed payment to the date of repayment. If CAISO notifies Owner that CAISO or the Responsible Utility disputes any amount of Owner’s RMR Invoice or Final Invoice, Owner shall at its own cost provide CAISO with all information and assistance CAISO reasonably requires to resolve the dispute and shall join with CAISO in any discussions and negotiations with the Responsible Utility to resolve the dispute. The dispute shall be subject to ADR provided that in such ADR proceeding only one entity (CAISO or Responsible Utility) will be the disputing party with respect to such claim. Owner shall be obligated to refund to CAISO as a result of resolution of such dispute only if, and to the extent, the resolution determines the amount invoiced by Owner exceeded the amounts due Owner under this Agreement for the period covered by the RMR Invoices(s) and/or Final Invoice. Any amount agreed or determined to be owed by Owner to CAISO under this Section 9.6 (a) shall be refunded by Owner to CAISO with interest, by Owner’s inclusion of such refund (including interest) in a Prior Period Change Worksheet included with the next appropriate May or December Estimated RMR Invoice as specified in Sections 9.1(g) through 9.1(l) of this Agreement. If Owner does not include such refund (including interest) in the appropriate RMR Invoice, then such refund shall be made by CAISO’s deduction of such amount from the next Revised Estimated and Revised Adjusted RMR Invoice(s) and Final Invoice submitted by Owner to CAISO under this Agreement until such amount is extinguished, or, if this Agreement has terminated, by paying such amount to CAISO. Interest shall be at the Interest Rate unless it is determined through ADR that the amount invoiced by Owner was submitted without a good faith basis in fact or law, in which case interest shall be at twice the Interest Rate. (b) It is expressly understood that the Responsible Utility shall, to the extent set forth herein, be a third party beneficiary of, and shall have all rights that CAISO has under this Agreement, at law, in equity and otherwise, to dispute an RMR Invoice or Final Invoice submitted to CAISO by Owner under this Agreement and to enforce Owner’s obligation to make any required payment to CAISO under this Agreement to the extent CAISO does not make a related deposit into the Responsible Utility Facility Trust Account as a result of Owner’s failure to make the required payment. The rights of the Responsible Utility as third party beneficiary shall be no greater than CAISO’s rights against Owner and shall be subject to the ADR provisions of this Agreement. Either CAISO or the Responsible Utility, but not both, will be entitled to enforce any claim arising from a related set of facts, and only one such entity will be a disputing party under Article 11 of this Agreement with respect to any such claim so that Owner shall not be subject to duplicate claims or recoveries. If the Responsible Utility is not the Owner, the Responsible Utility shall control the disposition of all claims against Owner for non-payment described in this Section 9.6, including the choice of disputing party. The CAISO shall have the right to intervene for the purpose of participating in the proceeding even if it is not the disputing party. CAISO shall cooperate with the Responsible Utility in a timely manner as necessary or appropriate to most fully effectuate the Responsible Utility rights related to such enforcement, including using its best efforts to enforce Owner’s payment obligations if, as, to the extent, and within the time frame, requested by Responsible Utility. Subject to the foregoing, CAISO shall intervene and participate where procedurally necessary to the assertion of a claim by the Responsible Utility.

Disputed Amounts. (a) If CAISO or the Responsible Utility disputes a Revised Estimated or Revised Adjusted RMR Invoice or Final Invoice or part thereof submitted by Owner under this Agreement, or if the Responsible Utility disputes an CAISO Invoice or part thereof that relates to an RMR Invoice or Final Invoice submitted by Owner to CAISO under this Agreement, and if such dispute is based in whole or part on an alleged error or breach or default of Owner’s obligations to CAISO under this Agreement, then CAISO promptly shall give written notice to Owner of the reasons for the dispute and the amount in dispute. CAISO shall pay Owner the disputed amount without offset, recoupment or reduction of any kind or nature. Such payment may, however, be made by CAISO XXXXX under protest with reservation of the right to seek a refund with interest at the Interest Rate from the date of the disputed payment to the date of repayment. If CAISO notifies Owner that CAISO or the Responsible Utility disputes any amount of Owner’s RMR Invoice or Final Invoice, Owner shall at its own cost provide CAISO with all information and assistance CAISO reasonably requires to resolve the dispute and shall join with CAISO in any discussions and negotiations with the Responsible Utility to resolve the dispute. The dispute shall be subject to ADR provided that in such ADR proceeding only one entity (CAISO or Responsible Utility) will be the disputing party with respect to such claim. Owner shall be obligated to refund to CAISO as a result of resolution of such dispute only if, and to the extent, the resolution determines the amount invoiced by Owner exceeded the amounts due Owner under this Agreement for the period covered by the RMR Invoices(s) and/or Final Invoice. Any amount agreed or determined to be owed by Owner to CAISO under this Section 9.6 (a) shall be refunded by Owner to CAISO with interest, by Owner’s inclusion of such refund (including interest) in a Prior Period Change Worksheet included with the next appropriate May or December Estimated RMR Invoice as specified in Sections 9.1(g) through 9.1(l) of this Agreement. If Owner does not include such refund (including interest) in the appropriate RMR Invoice, then such refund shall be made by CAISO’s deduction of such amount from the next Revised Estimated and Revised Adjusted RMR Invoice(s) and Final Invoice submitted by Owner to CAISO under this Agreement until such amount is extinguished, or, if this Agreement has terminated, by paying such amount to CAISO. Interest shall be at the Interest Rate unless it is determined through ADR that the amount invoiced by Owner was submitted without a good faith basis in fact or law, in which case interest shall be at twice the Interest Rate. (b) It is expressly understood that the Responsible Utility shall, to the extent set forth herein, be a third party beneficiary of, and shall have all rights that CAISO has under this Agreement, at law, in equity and otherwise, to dispute an RMR Invoice or Final Invoice submitted to CAISO by Owner under this Agreement and to enforce Owner’s obligation to make any required payment to CAISO under this Agreement to the extent CAISO does not make a related deposit into the Responsible Utility Facility Trust Account as a result of Owner’s failure to make the required payment. The rights of the Responsible Utility as third party beneficiary shall be no greater than CAISO’s rights against Owner and shall be subject to the ADR provisions of this Agreement. Either CAISO or the Responsible Utility, but not both, will be entitled to enforce any claim arising from a related set of facts, and only one such entity will be a disputing party under Article 11 of this Agreement with respect to any such claim so that Owner shall not be subject to duplicate claims or recoveries. If the Responsible Utility is not the Owner, the Responsible Utility shall control the disposition of all claims against Owner for non-payment described in this Section 9.6, including the choice of disputing party. The CAISO shall have the right to intervene for the purpose of participating in the proceeding even if it is not the disputing party. CAISO shall cooperate with the Responsible Utility in a timely manner as necessary or appropriate to most fully effectuate the Responsible Utility rights related to such enforcement, including using its best efforts to enforce Owner’s payment obligations if, as, to the extent, and within the time frame, requested by Responsible Utility. Subject to the foregoing, CAISO shall intervene and participate where procedurally necessary to the assertion of a claim by the Responsible Utility.

Disputed Amounts. ‌ (a) If CAISO or the Responsible Utility disputes a Revised Estimated or Revised Adjusted RMR Invoice or Final Invoice or part thereof submitted by Owner under this Agreement, or if the Responsible Utility disputes an CAISO Invoice or part thereof that relates to an RMR Invoice or Final Invoice submitted by Owner to CAISO under this Agreement, and if such dispute is based in whole or part on an alleged error or breach or default of Owner’s obligations to CAISO under this Agreement, then CAISO promptly shall give written notice to Owner of the reasons for the dispute and the amount in dispute. CAISO shall pay Owner the disputed amount without offset, recoupment or reduction of any kind or nature. Such payment may, however, be made by CAISO XXXXX under protest with reservation of the right to seek a refund with interest at the Interest Rate from the date of the disputed payment to the date of repayment. If CAISO notifies Owner that CAISO or the Responsible Utility disputes any amount of Owner’s RMR Invoice or Final Invoice, Owner shall at its own cost provide CAISO with all information and assistance CAISO reasonably requires to resolve the dispute and shall join with CAISO in any discussions and negotiations with the Responsible Utility to resolve the dispute. The dispute shall be subject to ADR provided that in such ADR proceeding only one entity (CAISO or Responsible Utility) will be the disputing party with respect to such claim. Owner shall be obligated to refund to CAISO as a result of resolution of such dispute only if, and to the extent, the resolution determines the amount invoiced by Owner exceeded the amounts due Owner under this Agreement for the period covered by the RMR Invoices(s) and/or Final Invoice. Any amount agreed or determined to be owed by Owner to CAISO under this Section 9.6 (a) shall be refunded by Owner to CAISO with interest, by Owner’s inclusion of such refund (including interest) in a Prior Period Change Worksheet included with the next appropriate May or December Estimated RMR Invoice as specified in Sections 9.1(g) through 9.1(l) of this Agreement. If Owner does not include such refund (including interest) in the appropriate RMR Invoice, then such refund shall be made by CAISO’s deduction of such amount from the next Revised Estimated and Revised Adjusted RMR Invoice(s) and Final Invoice submitted by Owner to CAISO under this Agreement until such amount is extinguished, or, if this Agreement has terminated, by paying such amount to CAISO. Interest shall be at the Interest Rate unless it is determined through ADR that the amount invoiced by Owner was submitted without a good faith basis in fact or law, in which case interest shall be at twice the Interest Rate. (b) It is expressly understood that the Responsible Utility shall, to the extent set forth herein, be a third party beneficiary of, and shall have all rights that CAISO has under this Agreement, at law, in equity and otherwise, to dispute an RMR Invoice or Final Invoice submitted to CAISO by Owner under this Agreement and to enforce Owner’s obligation to make any required payment to CAISO under this Agreement to the extent CAISO does not make a related deposit into the Responsible Utility Facility Trust Account as a result of Owner’s failure to make the required payment. The rights of the Responsible Utility as third party beneficiary shall be no greater than CAISO’s rights against Owner and shall be subject to the ADR provisions of this Agreement. Either CAISO or the Responsible Utility, but not both, will be entitled to enforce any claim arising from a related set of facts, and only one such entity will be a disputing party under Article 11 of this Agreement with respect to any such claim so that Owner shall not be subject to duplicate claims or recoveries. If the Responsible Utility is not the Owner, the Responsible Utility shall control the disposition of all claims against Owner for non-payment described in this Section 9.6, including the choice of disputing party. The CAISO shall have the right to intervene for the purpose of participating in the proceeding even if it is not the disputing party. CAISO shall cooperate with the Responsible Utility in a timely manner as necessary or appropriate to most fully effectuate the Responsible Utility rights related to such enforcement, including using its best efforts to enforce Owner’s payment obligations if, as, to the extent, and within the time frame, requested by Responsible Utility. Subject to the foregoing, CAISO shall intervene and participate where procedurally necessary to the assertion of a claim by the Responsible Utility.

Disputed Amounts. (a) If CAISO ISO or the Responsible Utility disputes a Revised Estimated or Revised Adjusted RMR Invoice or Final Invoice or part thereof submitted by Owner under this Agreement, or if the Responsible Utility disputes an CAISO ISO Invoice or part thereof that relates to an RMR Invoice or Final Invoice submitted by Owner to CAISO ISO under this Agreement, and if such dispute is based in whole or part on an alleged error or breach or default of Owner’s obligations to CAISO ISO under this Agreement, then CAISO ISO promptly shall give written notice to Owner of the reasons for the dispute and the amount in dispute. CAISO ISO shall pay Owner the disputed amount without offset, recoupment or reduction of any kind or nature. Such payment may, however, be made by CAISO ISO under protest with reservation of the right to seek a refund with interest at the Interest Rate from the date of the disputed payment to the date of repayment. If CAISO ISO notifies Owner that CAISO ISO or the Responsible Utility disputes any amount of Owner’s RMR Invoice or Final Invoice, Owner shall at its own cost provide CAISO ISO with all information and assistance CAISO ISO reasonably requires to resolve the dispute and shall join with CAISO ISO in any discussions and negotiations with the Responsible Utility to resolve the dispute. The dispute shall be subject to ADR provided that in such ADR proceeding only one entity (CAISO ISO or Responsible Utility) will be the disputing party with respect to such claim. Owner shall be obligated to refund to CAISO ISO as a result of resolution of such dispute only if, and to the extent, the resolution determines the amount invoiced by Owner exceeded the amounts due Owner under this Agreement for the period covered by the RMR Invoices(s) and/or Final Invoice. Any amount agreed or determined to be owed by Owner to CAISO ISO under this Section 9.6 (a) shall be refunded by Owner to CAISO ISO with interest, by Owner’s inclusion of such refund (including interest) in a Prior Period Change Worksheet included with the next appropriate May or December Estimated RMR Invoice as specified in Sections 9.1(g) through 9.1(l) of this Agreement. If Owner does not include such refund (including interest) in the appropriate RMR Invoice, then such refund shall be made by CAISOISO’s deduction of such amount from the next Revised Estimated and Revised Adjusted RMR Invoice(s) and Final Invoice submitted by Owner to CAISO ISO under this Agreement until such amount is extinguished, or, if this Agreement has terminated, by paying such amount to CAISOISO. Interest shall be at the Interest Rate unless it is determined through ADR that the amount invoiced by Owner was submitted without a good faith basis in fact or law, in which case interest shall be at twice the Interest Rate. (b) It is expressly understood that the Responsible Utility shall, to the extent set forth herein, be a third party beneficiary of, and shall have all rights that CAISO ISO has under this Agreement, at law, in equity and otherwise, to dispute an RMR Invoice or Final Invoice submitted to CAISO ISO by Owner under this Agreement and to enforce Owner’s obligation to make any required payment to CAISO ISO under this Agreement to the extent CAISO ISO does not make a related deposit into the Responsible Utility Facility Trust Account as a result of Owner’s failure to make the required payment. The rights of the Responsible Utility as third party beneficiary shall be no greater than CAISOISO’s rights against Owner and shall be subject to the ADR provisions of this Agreement. Either CAISO ISO or the Responsible Utility, but not both, will be entitled to enforce any claim arising from a related set of facts, and only one such entity will be a disputing party under Article 11 of this Agreement with respect to any such claim so that Owner shall not be subject to duplicate claims or recoveries. If the Responsible Utility is not the Owner, the Responsible Utility shall control the disposition of all claims against Owner for non-payment described in this Section 9.6, including the choice of disputing party. The CAISO ISO shall have the right to intervene for the purpose of participating in the proceeding even if it is not the disputing party. CAISO ISO shall cooperate with the Responsible Utility in a timely manner as necessary or appropriate to most fully effectuate the Responsible Utility rights related to such enforcement, including using its best efforts to enforce Owner’s payment obligations if, as, to the extent, and within the time frame, requested by Responsible Utility. Subject to the foregoing, CAISO ISO shall intervene and participate where procedurally necessary to the assertion of a claim by the Responsible Utility.

Disputed Amounts. (a) If CAISO ISO or the Responsible Utility disputes a an Revised Estimated or Revised Adjusted RMR Invoice Iinvoice or Final Invoice or part thereof submitted by Owner under this Agreement, or if the Responsible Utility disputes an CAISO Responsible UtilityISO Invoice or part thereof that relates to an RMR Invoice Iinvoice or Final Invoice submitted by Owner to CAISO ISO under this Agreement, and if such dispute is based in whole or part on an alleged error or breach or default of Owner’s obligations to CAISO ISO under this Agreement, then CAISO ISO promptly shall give written notice to Owner of the reasons for the dispute and the amount in dispute. CAISO ISO shall pay Owner the disputed amount without offset, recoupment or reduction of any kind or nature. Such payment may, however, be made by CAISO ISO under protest with reservation of the right to seek a refund with interest at the Interest Rate from the date of the disputed payment to the date of repayment. If CAISO ISO notifies Owner that CAISO ISO or the Responsible Utility disputes any amount of Owner’s RMR Invoice Iinvoice or Final Invoice, Owner shall at its own cost provide CAISO ISO with all information and assistance CAISO ISO reasonably requires to resolve the dispute and shall join with CAISO ISO in any discussions and negotiations with the Responsible Utility to resolve the dispute. The dispute shall be subject to ADR provided that in such ADR proceeding only one entity (CAISO ISO or Responsible Utility) will be the disputing party with respect to such claim. Owner shall be obligated to refund to CAISO ISO as a result of resolution of such dispute only if, and to the extent, the resolution determines the amount invoiced by Owner exceeded the amounts due Owner under this Agreement for the period covered by the RMR Invoices(siInvoices(s) and/or Final Invoice. Any amount agreed or determined to be owed by Owner to CAISO ISO under this Section 9.6 (a) shall be refunded by Owner to CAISO ISO with interest, by Owner’s inclusion of such refund (including interest) in a Prior Period Change Worksheet included with the next appropriate May or December Estimated RMR Invoice as specified in Sections 9.1(g) through 9.1(l) of this Agreement. If Owner does not include such refund (including interest) in the appropriate RMR Invoice, then such refund shall be made by CAISOISO’s deduction of such amount from the next Revised Estimated and Revised Adjusted RMR Invoice(sIinvoice(s) and Final Invoice submitted by Owner to CAISO ISO under this Agreement until such amount is extinguished, or, if this Agreement has terminated, by paying such amount to CAISOISO. Interest shall be at the Interest Rate unless it is determined through ADR that the amount invoiced by Owner was submitted without a good faith basis in fact or law, in which case interest shall be at twice the Interest Rate. (b) It is expressly understood that the Responsible Utility shall, to the extent set forth herein, be a third party beneficiary of, and shall have all rights that CAISO ISO has under this Agreement, at law, in equity and otherwise, to dispute an RMR Invoice Iinvoice or Final Invoice submitted to CAISO ISO by Owner under this Agreement and to enforce Owner’s obligation to make any required payment to CAISO ISO under this Agreement to the extent CAISO ISO does not make a related deposit into the Responsible Utility Facility Trust Account as a result of Owner’s failure to make the required payment. The rights of the Responsible Utility as third party beneficiary shall be no greater than CAISOISO’s rights against Owner and shall be subject to the ADR provisions of this Agreement. Either CAISO ISO or the Responsible Utility, but not both, will be entitled to enforce any claim arising from a related set of facts, and only one such entity will be a disputing party under Article 11 of this Agreement with respect to any such claim so that Owner shall not be subject to duplicate claims or recoveries. If the Responsible Utility is not the Owner, the Responsible Utility shall control the disposition of all claims against Owner for non-payment described in this Section 9.6, including the choice of disputing party. The CAISO ISO shall have the right to intervene for the purpose of participating in the proceeding even if it is not the disputing party. CAISO ISO shall cooperate with the Responsible Utility in a timely manner as necessary or appropriate to most fully effectuate the Responsible Utility rights related to such enforcement, including using its best efforts to enforce Owner’s payment obligations if, as, to the extent, and within the time frame, requested by Responsible Utility. Subject to the foregoing, CAISO ISO shall intervene and participate where procedurally necessary to the assertion of a claim by the Responsible Utility.

Disputed Amounts. (a) If CAISO ISO or the Responsible Utility disputes a Revised Estimated or Revised Adjusted RMR Invoice or Final Invoice an invoice or part thereof submitted by Owner under this Agreement, or if the Responsible Utility disputes an CAISO a Responsible Utility Invoice or part thereof that relates to an RMR Invoice or Final Invoice invoice submitted by Owner to CAISO ISO under this Agreement, and if such dispute is based in whole or part on an alleged error or breach or default of Owner’s obligations to CAISO ISO under this Agreement, then CAISO ISO promptly shall give written notice to Owner of the reasons for the dispute and the amount in dispute. CAISO ISO shall pay Owner the disputed amount without offset, recoupment or reduction of any kind or nature. Such payment may, however, be made by CAISO ISO under protest with reservation of the right to seek a refund with interest at the Interest Rate from the date of the disputed payment to the date of repayment. If CAISO ISO notifies Owner that CAISO ISO or the Responsible Utility disputes any amount of Owner’s RMR Invoice or Final Invoiceinvoice, Owner shall at its own cost provide CAISO ISO with all information and assistance CAISO ISO reasonably requires to resolve the dispute and shall join with CAISO ISO in any discussions and negotiations with the Responsible Utility to resolve the dispute. The dispute shall be subject to ADR provided that in such ADR proceeding only one entity (CAISO ISO or Responsible Utility) will be the disputing party with respect to such claim. Owner shall be obligated to refund to CAISO ISO as a result of resolution of such dispute only if, and to the extent, the resolution determines the amount invoiced by Owner exceeded the amounts due Owner under this Agreement for the period covered by the RMR Invoices(s) and/or Final Invoiceinvoice. Any amount agreed or determined to be owed by Owner to CAISO ISO under this Section 9.6 (a) shall be refunded by Owner to CAISO ISO with interest, by Owner’s inclusion of such refund (including interest) in a Prior Period Change Worksheet included with the next appropriate May or December Estimated RMR Invoice as specified in Sections 9.1(g) through 9.1(l) of this Agreement. If Owner does not include such refund (including interest) in the appropriate RMR Invoice, then such refund shall be made by CAISOISO’s deduction of such amount from the next Revised Estimated and Revised Adjusted RMR Invoice(sinvoice(s) and Final Invoice submitted by Owner to CAISO ISO under this Agreement until such amount is extinguished, or, if this Agreement has terminated, by paying such amount to CAISOISO. Interest shall be at the Interest Rate unless it is determined through ADR that the amount invoiced by Owner was submitted without a good faith basis in fact or law, in which case interest shall be at twice the Interest Rate. (b) It is expressly understood that the Responsible Utility shall, to the extent set forth herein, be a third party beneficiary of, and shall have all rights that CAISO ISO has under this Agreement, at law, in equity and otherwise, to dispute an RMR Invoice or Final Invoice invoice submitted to CAISO ISO by Owner under this Agreement and to enforce Owner’s obligation to make any required payment to CAISO ISO under this Agreement to the extent CAISO ISO does not make a related deposit into the Responsible Utility Facility Trust Account as a result of Owner’s failure to make the required payment. The rights of the Responsible Utility as third party beneficiary shall be no greater than CAISOISO’s rights against Owner and shall be subject to the ADR provisions of this Agreement. Either CAISO ISO or the Responsible Utility, but not both, will be entitled to enforce any claim arising from a related set of facts, and only one such entity will be a disputing party under Article 11 of this Agreement with respect to any such claim so that Owner shall not be subject to duplicate claims or recoveries. If the Responsible Utility is not the Owner, the Responsible Utility shall control the disposition of all claims against Owner for non-payment described in this Section 9.6, including the choice of disputing party. The CAISO ISO shall have the right to intervene for the purpose of participating in the proceeding even if it is not the disputing party. CAISO ISO shall cooperate with the Responsible Utility in a timely manner as necessary or appropriate to most fully effectuate the Responsible Utility rights related to such enforcement, including using its best efforts to enforce Owner’s payment obligations if, as, to the extent, and within the time frame, requested by Responsible Utility. Subject to the foregoing, CAISO ISO shall intervene and participate where procedurally necessary to the assertion of a claim by the Responsible Utility.

Disputed Amounts. (a) If CAISO ISO or the Responsible Utility Affected Participating Transmission Owner disputes a Revised Estimated or Revised Adjusted RMR Invoice or Final an Invoice or part thereof submitted by Owner under this Agreement, or if the Responsible Utility Affected Participating Transmission Owner disputes an CAISO a Affected Participating Transmission Owner Invoice or part thereof that relates to an RMR Invoice or Final Invoice submitted by Owner to CAISO ISO under this Agreement, and if such dispute is based in whole or part on an alleged error or breach or default of Owner’s obligations to CAISO ISO under this Agreement, then CAISO ISO promptly shall give written notice to Owner of the reasons for the dispute and the amount in dispute. CAISO ISO shall pay Owner the disputed amount without offset, recoupment or reduction of any kind or nature. Such payment may, however, be made by CAISO ISO under protest with reservation of the right to seek a refund with interest at the Interest Rate from the date of the disputed payment to the date of repayment. If CAISO ISO notifies Owner that CAISO ISO or the Responsible Utility Affected Participating Transmission Owner disputes any amount of Owner’s RMR Invoice or Final Invoice, Owner shall at its own cost provide CAISO ISO with all information and assistance CAISO ISO reasonably requires to resolve the dispute and shall join with CAISO ISO in any discussions and negotiations with the Responsible Utility Affected Participating Transmission Owner to resolve the dispute. The dispute shall be subject to ADR provided that in such ADR proceeding only one entity (CAISO ISO or Responsible UtilityAffected Participating Transmission Owner) will be the disputing party with respect to such claim. Owner shall be obligated to refund to CAISO ISO as a result of resolution of such dispute only if, and to the extent, the resolution determines the amount invoiced by Owner exceeded the amounts due Owner under this Agreement for the period covered by the RMR Invoices(s) and/or Final Invoice. Any amount agreed or determined to be owed by Owner to CAISO ISO under this Section 9.6 10.6 (a) shall be refunded paid by Owner to CAISO ISO with interest, by Ownerinterest from the date of ISO’s inclusion payment of the disputed Invoice within thirty (30) days; such refund (including interest) in a Prior Period Change Worksheet included with provision to make payments shall survive the next appropriate May or December Estimated RMR Invoice as specified in Sections 9.1(g) through 9.1(l) termination of this Agreement. If Owner does not include such refund (including interest) in the appropriate RMR Invoice, then such refund shall be made by CAISO’s deduction of such amount from the next Revised Estimated and Revised Adjusted RMR Invoice(s) and Final Invoice submitted by Owner to CAISO under this Agreement until such amount is extinguished, or, if this Agreement has terminated, by paying such amount to CAISO. Interest shall be at the Interest Rate unless it is determined through ADR that the amount invoiced by Owner was submitted without a good faith basis in fact or law, in which case interest shall be at twice the Interest Rate. (b) It is expressly understood that the Responsible Utility Affected Participating Transmission Owner shall, to the extent set forth herein, be a third party beneficiary of, and shall have all rights that CAISO ISO has under this Agreement, at law, in equity and otherwise, to dispute an RMR Invoice or Final Invoice submitted to CAISO ISO by Owner under this Agreement and to enforce Owner’s obligation to make any required payment to CAISO ISO under this Agreement to the extent CAISO ISO does not make a related deposit into the Responsible Utility Affected Participating Transmission Owner Facility Trust Account as a result of Owner’s failure to make the required payment. The rights of the Responsible Utility Affected Participating Transmission Owner as third party beneficiary shall be no greater than CAISOISO’s rights against Owner and shall be subject to the ADR provisions of this Agreement. Either CAISO ISO or the Responsible UtilityAffected Participating Transmission Owner, but not both, will be entitled to enforce any claim arising from a related set of facts, and only one such entity will be a disputing party under Article 11 12 of this Agreement with respect to any such claim so that Owner shall not be subject to duplicate claims or recoveries. If the Responsible Utility Affected Participating Transmission Owner is not the Owner, the Responsible Utility Affected Participating Transmission Owner shall control the disposition of all claims against Owner for non-payment described in this Section 9.610.6, including the choice of disputing party. The CAISO ISO shall have the right to intervene for the purpose of participating in the proceeding even if it is not the disputing party. CAISO ISO shall cooperate with the Responsible Utility Affected Participating Transmission Owner in a timely manner as necessary or appropriate to most fully effectuate the Responsible Utility Affected Participating Transmission Owner rights related to such enforcement, including using its best efforts to enforce Owner’s payment obligations if, as, to the extent, and within the time frame, requested by Responsible UtilityAffected Participating Transmission Owner. Subject to the foregoing, CAISO ISO shall intervene and participate where procedurally necessary to the assertion of a claim by the Responsible UtilityAffected Participating Transmission Owner.