Common use of Indemnification for the Cost Clause in Contracts

Indemnification for the Cost. Consequences of Current Tax Liability Imposed Upon the Transmission Owner. Notwithstanding Article 5.17.1, Developer shall protect, indemnify and hold harmless Transmission Owner from the cost consequences of any current tax liability imposed against Transmission Owner as the result of payments or property transfers made by Developer to Transmission Owner under this Agreement, as well as any interest and penalties, other than interest and penalties attributable to any delay caused by Transmission Owner. Transmission Owner shall not include a gross-up for the cost consequences of any current tax liability in the amounts it charges Developer under this Agreement unless (i) Transmission Owner has determined, in good faith, that the payments or property transfers made by Developer to Transmission Owner should be reported as income subject to taxation or (ii) any Governmental Authority directs Transmission Owner to report payments or property as income subject to taxation; provided, however, that Transmission Owner may require Developer to provide security, in a form reasonably acceptable to Transmission Owner (such as a parental guarantee or a letter of credit), in an amount equal to the cost consequences of any current tax liability under this Article 5.17. Developer shall reimburse Transmission Owner for such costs on a fully grossed-up basis, in accordance with Article 5.17.4, within thirty (30) Calendar Days of receiving written notification from Transmission Owner of the amount due, including detail about how the amount was calculated. This indemnification obligation shall terminate at the earlier of (1) the expiration of the ten-year testing period and the applicable statute of limitation, as it may be extended by the Transmission Owner upon request of the IRS, to keep these years open for audit or adjustment, or (2) the occurrence of a subsequent taxable event and the payment of any related indemnification obligations as contemplated by this Article 5.17.

Indemnification for the Cost. Consequences of Current Tax Liability Imposed Upon the Transmission OwnerProvider. Notwithstanding Article 5.17.1, Developer Interconnection Customer shall protect, indemnify and hold harmless Transmission Owner Provider from the cost consequences of any current tax liability imposed against Transmission Owner Provider as the result of payments or property transfers made by Developer Interconnection Customer to Transmission Owner Provider under this AgreementLGIA for Interconnection Facilities, as well as any interest and penalties, other than interest and penalties attributable to any delay caused by Transmission OwnerProvider. Transmission Owner Provider shall not include a gross-up for the cost consequences of any current tax liability in the amounts it charges Developer Interconnection Customer under this Agreement LGIA unless (i) Transmission Owner Provider has determined, in good faith, that the payments or property transfers made by Developer Interconnection Customer to Transmission Owner Provider should be reported as income subject to taxation or (ii) any Governmental Authority directs Transmission Owner Provider to report payments or property as income subject to taxation; provided, however, that Transmission Owner Provider may require Developer Interconnection Customer to provide securitysecurity for Interconnection Facilities, in a form reasonably acceptable to Transmission Owner Provider (such as a parental guarantee or a letter of credit), in an amount equal to the cost consequences of any current tax liability under this Article 5.17. Developer Interconnection Customer shall reimburse Transmission Owner Provider for such costs on a fully grossed-up basis, in accordance with Article 5.17.4, within thirty (30) Calendar Days of receiving written notification from Transmission Owner Provider of the amount due, including detail about how the amount was calculated. This The indemnification obligation shall terminate at the earlier of (1) the expiration of the ten-ten year testing period and the applicable statute of limitation, as it may be extended by the Transmission Owner Provider upon request of the IRS, to keep these years open for audit or adjustment, or (2) the occurrence of a subsequent taxable event and the payment of any related indemnification obligations as contemplated by this Article 5.17.

Indemnification for the Cost. Consequences of Current Tax Liability Imposed Upon the Transmission Owner. Notwithstanding Article 5.17.1, Developer shall protect, indemnify and hold harmless Transmission Owner from the cost consequences of any current tax liability imposed against Transmission Owner as the result of payments or property transfers made by Developer to Transmission Owner under this Agreement, as well as any interest and penalties, other than interest and penalties attributable to any delay caused by Transmission Owner. Transmission Owner shall not include a gross-up for the cost consequences of any current tax liability in the amounts it charges Developer under this Agreement unless (i) Transmission Owner has determined, in good faith, that the payments or property transfers made by Developer to Transmission Owner should be reported as income subject to taxation or (ii) any Governmental Authority directs Transmission Owner to report payments or property as income subject to taxation; provided, however, that Transmission Owner may require Developer to provide security, in a form reasonably acceptable to Transmission Owner (such as a parental guarantee or a letter of credit), in an amount equal to the cost consequences of any current tax liability under this Article 5.17. Developer shall reimburse Transmission Owner for such costs on a fully grossed-up basis, in accordance with Article 5.17.4, within thirty (30) Calendar Days of receiving written notification from Transmission Owner of the amount due, including detail about how the amount was calculated. This indemnification obligation shall terminate at the earlier of (1) the expiration of the ten-year testing period and the applicable statute of limitation, as it may be extended by the t he Transmission Owner upon request of the IRS, to keep these years open for audit or adjustment, or (2) the occurrence of a subsequent taxable event and the payment of any related indemnification obligations as contemplated by this Article 5.17.

Indemnification for the Cost. Consequences of Current Tax Liability Imposed Upon the Transmission Owner. Notwithstanding Article 5.17.1, Developer Interconnection Customer shall protect, indemnify and hold harmless Transmission Owner from the cost consequences of any current tax liability imposed against Transmission Owner as the result of payments or property transfers made by Developer Interconnection Customer to Transmission Owner under this AgreementGIA for Interconnection Facilities, as well as any interest and penalties, other than interest and penalties attributable to any delay caused by Transmission Owner. Transmission Owner shall not include a gross-up for the cost consequences of any current tax liability in the amounts it charges Developer Interconnection Customer under this Agreement GIA unless (i) Transmission Owner has determined, in good faith, that the payments or property transfers made by Developer Interconnection Customer to Transmission Owner should be reported as income subject to taxation or (ii) any Governmental Authority directs Transmission Owner to report payments or property as income subject to taxation; provided, however, that Transmission Owner may require Developer Interconnection Customer to provide securitysecurity for Interconnection Facilities, in a form reasonably acceptable to Transmission Owner (such as a parental guarantee or a letter of credit), in an amount equal to the cost consequences of any current tax liability under this Article 5.17. Developer Interconnection Customer shall reimburse Transmission Owner for such costs on a fully grossed-up basis, in accordance with Article 5.17.4, within thirty (30) Calendar Days of receiving written notification from Transmission Owner of the amount due, including detail about how the amount was calculated. This The indemnification obligation shall terminate at the earlier of (1) the expiration of the ten-ten year testing period and the applicable statute of limitation, as it may be extended by the Transmission Owner upon request of the IRS, to keep these years open for audit or adjustment, or (2) the occurrence of a subsequent taxable event and the payment of any related indemnification obligations as contemplated by this Article 5.17.or

Indemnification for the Cost. Consequences of Current Tax Liability Imposed Upon the Transmission Owner. Notwithstanding Article 5.17.1, Developer Interconnection Customer shall protect, indemnify and hold harmless Transmission Owner from the cost consequences of any current tax liability imposed against Transmission Owner as the result of payments or property transfers made by Developer Interconnection Customer to Transmission Owner under this AgreementGIA for Interconnection Facilities, as well as any interest and penalties, other than interest and penalties attributable to any delay caused by Transmission Owner. Transmission Owner shall not include a gross-up for the cost consequences of any current tax liability in the amounts it charges Developer Interconnection Customer under this Agreement GIA unless (i) Transmission Owner has determined, in good faith, that the payments or property transfers made by Developer Interconnection Customer to Transmission Owner should be reported as income subject to taxation or (ii) any Governmental Authority directs Transmission Owner to report payments or property as income subject to taxation; provided, however, that Transmission Owner may require Developer Interconnection Customer to provide securitysecurity for Interconnection Facilities, in a form reasonably acceptable to Transmission Owner (such as a parental guarantee or a letter of credit), in an amount equal to the cost consequences of any current tax liability under this Article 5.17. Developer Interconnection Customer shall reimburse Transmission Owner for such costs on a fully grossed-up basis, in accordance with Article 5.17.4, within thirty (30) Calendar Days of receiving written notification from Transmission Owner of the amount due, including detail about how the amount was calculated. This The indemnification obligation shall terminate at the earlier of (1) the expiration of the ten-ten year testing period and the applicable statute of limitation, as it may be extended by the Transmission Owner upon request of the IRS, to keep these years open for audit or adjustment, or (2) the occurrence of a subsequent taxable event and the payment of any related indemnification obligations as contemplated by this Article 5.17.

Indemnification for the Cost. Consequences of Current Tax Liability Imposed Upon the Transmission OwnerProvider. Notwithstanding Article 5.17.1, Developer Interconnection Customer shall protect, indemnify and hold harmless Transmission Owner Provider from the cost consequences of any current tax liability imposed against Transmission Owner Provider as the result of payments payments, property transfers, or property transfers made its use of the Transmission Provider’s Interconnection Facilities or the Transmission System by Developer to Transmission Owner Interconnection Customer under the terms and conditions of this AgreementLGIA, as well as any interest and penalties, other than interest and penalties attributable to any delay caused by Transmission OwnerProvider. Transmission Owner Provider shall not include a gross-up for the cost consequences of any current tax liability in the amounts it charges Developer Interconnection Customer under this Agreement LGIA unless (i) Transmission Owner Provider has determined, in good faith, that the payments or property transfers made by Developer Interconnection Customer to Transmission Owner Provider should be reported as income subject to taxation or (ii) any Governmental Authority directs Transmission Owner Provider to report payments or property as income subject to taxation; provided, however, that Transmission Owner Provider may require Developer Interconnection Customer to provide securitysecurity for Interconnection Facilities, in a form reasonably acceptable to Transmission Owner Provider (such as a parental guarantee or a letter of credit), in an amount equal to the cost consequences of any current tax liability under this Article 5.17. Developer Interconnection Customer shall reimburse Transmission Owner Provider for such costs on a fully grossed-up basis, in accordance with Article 5.17.4, within thirty (30) Calendar Days of receiving written notification from Transmission Owner Provider of the amount due, including detail about how the amount was calculated. This The indemnification obligation shall terminate at the earlier of (1) the expiration of the ten-ten year testing period and the applicable statute of limitation, as it may be extended by the Transmission Owner Provider upon request of the IRS, to keep these years open for audit or adjustment, or (2) the occurrence of a subsequent taxable event and the payment of any related indemnification obligations as contemplated by this Article 5.17.

Indemnification for the Cost. Consequences of Current Tax Liability Imposed Upon the ConnectingAffected Transmission Owner. Notwithstanding Article 5.17.15.17.13.12.1, Developer shall protect, indemnify and hold harmless ConnectingAffected Transmission Owner from the cost consequences of any current tax liability imposed against ConnectingAffected Transmission Owner as the result of payments or property transfers made by Developer to ConnectingAffected Transmission Owner under this Agreement, as well as any interest and penalties, other than interest and penalties attributable to any delay caused by ConnectingAffected Transmission Owner. ConnectingAffected Transmission Owner shall not include a gross-up for the cost consequences of any current tax liability in the amounts it charges Developer under this Agreement unless (i) ConnectingAffected Transmission Owner has determined, in good faith, that the payments or property transfers made by Developer to ConnectingAffected Transmission Owner should be reported as income subject to taxation or (ii) any Governmental Authority directs ConnectingAffected Transmission Owner to report payments or property as income subject to taxation; provided, however, that ConnectingAffected Transmission Owner may require Developer to provide security, in a form reasonably acceptable to ConnectingAffected Transmission Owner (such as a parental guarantee or a letter of credit), in an amount equal to the cost consequences of any current tax liability under this Article 5.175.173.12. Developer shall reimburse ConnectingAffected Transmission Owner for such costs on a fully grossed-up basis, in accordance with Article 5.17.45.17.43.12.4, within thirty (30) Calendar Days of receiving written notification from ConnectingAffected Transmission Owner of the amount due, including detail about how the amount was calculated. This indemnification obligation shall terminate at the earlier of (1) the expiration of the ten-year testing period and the applicable statute of limitation, as it may be extended by the ConnectingAffected Transmission Owner upon request of the IRS, to keep these years open for audit or adjustment, or (2) the occurrence of a subsequent taxable event and the payment of any related indemnification obligations as contemplated by this Article 5.175.173.12.

Indemnification for the Cost. Consequences of Current Tax Liability Imposed Upon the Transmission OwnerDistribution Provider. Notwithstanding Article 5.17.1, Developer Interconnection Customer shall protect, indemnify and hold harmless Transmission Owner Distribution Provider from the cost consequences of any current tax liability imposed against Transmission Owner Distribution Provider as the result of payments or property transfers made by Developer Interconnection Customer to Transmission Owner Distribution Provider under this AgreementGIA for Interconnection Facilities, as well as any interest and penalties, other than interest and penalties attributable to any delay caused by Transmission OwnerDistribution Provider. Transmission Owner Distribution Provider shall not include a gross-up for the cost consequences of any current tax liability in the amounts it charges Developer Interconnection Customer under this Agreement GIA unless (i) Transmission Owner Distribution Provider has determined, in good faith, that the payments or property transfers made by Developer Interconnection Customer to Transmission Owner Distribution Provider should be reported as income subject to taxation or (ii) any Governmental Authority directs Transmission Owner Distribution Provider to report payments or property as income subject to taxation; provided, however, that Transmission Owner Distribution Provider may require Developer Interconnection Customer to provide securitysecurity for Interconnection Facilities, in a form reasonably acceptable to Transmission Owner Distribution Provider (such as a parental guarantee or a letter of credit), in an amount equal to the cost consequences of any current tax liability under this Article 5.17. Developer Interconnection Customer shall reimburse Transmission Owner Distribution Provider for such costs on a fully grossed-up basis, in accordance with Article 5.17.4, within thirty (30) Calendar Days of receiving written notification from Transmission Owner Distribution Provider of the amount due, including detail about how the amount was calculated. This The indemnification obligation shall terminate at the earlier of (1) the expiration of the ten-ten year testing period and the applicable statute of limitation, as it may be extended by the Transmission Owner Distribution Provider upon request of the IRS, to keep these years open for audit or adjustment, or (2) the occurrence of a subsequent taxable event and the payment of any related indemnification obligations as contemplated by this Article 5.17.

Indemnification for the Cost. Consequences of Current Tax Liability Imposed Upon the Transmission Owner. Notwithstanding Article 5.17.1, Developer Interconnection Customer shall protect, indemnify and hold harmless Transmission Owner from the cost consequences of any current tax liability imposed against Transmission Owner as the result of payments or property transfers made by Developer Interconnection Customer to Transmission Owner under this AgreementLGIA for Interconnection Facilities, as well as any interest and penalties, other than interest and penalties attributable to any delay caused by Transmission Owner. Transmission Owner shall not include a gross-up for the cost consequences of any current tax liability in the amounts it charges Developer Interconnection Customer under this Agreement LGIA unless (i) Transmission Owner has determined, in good faith, that the payments or property transfers made by Developer Interconnection Customer to Transmission Owner should be reported as income subject to taxation or (ii) any Governmental Authority directs Transmission Owner to report payments or property as income subject to taxation; provided, however, that Transmission Owner may require Developer Interconnection Customer to provide securitysecurity for Interconnection Facilities, in a form reasonably acceptable to Transmission Owner (such as a parental guarantee or a letter of credit), in an amount equal to the cost consequences of any current tax liability under this Article 5.17. Developer Interconnection Customer shall reimburse Transmission Owner for such costs on a fully grossed-up basis, in accordance with Article 5.17.4, within thirty (30) Calendar Days of receiving written notification from Transmission Owner of the amount due, including detail about how the amount was calculated. This The indemnification obligation shall terminate at the earlier of (1) the expiration of the ten-ten year testing period and the applicable statute of limitation, as it may be extended by the Transmission Owner upon request of the IRS, to keep these years open for audit or adjustment, or (2) the occurrence of a subsequent taxable event and the payment of any related indemnification obligations as contemplated by this Article 5.17.or