Common use of Indemnification for the Cost Clause in Contracts

Indemnification for the Cost. Consequences of Current Tax Liability Imposed Upon the Connecting Transmission Owners. Notwithstanding Article 5.17.1, Developer shall protect, indemnify and hold harmless Connecting Transmission Owners from the cost consequences of any current tax liability imposed against Connecting Transmission Owners as the result of payments or property transfers made by Developer to Connecting Transmission Owners under this Agreement, as well as any interest and penalties, other than interest and penalties attributable to any delay caused by Connecting Transmission Owners. Connecting Transmission Owners shall not include a gross-up for the cost consequences of any current tax liability in the amounts charged to Developer under this Agreement unless (i) a Connecting Transmission Owner has determined, in good faith, that the payments or property transfers made by Developer to a Connecting Transmission Owner should be reported as income subject to taxation or (ii) any Governmental Authority directs a Connecting Transmission Owner to report payments or property as income subject to taxation; provided, however, that a Connecting Transmission Owner may require Developer to provide security, in a form reasonably acceptable to the Connecting 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 the Connecting 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 the Connecting 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 a Connecting 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 Connecting Transmission OwnersOwner. Notwithstanding Article 5.17.1, Developer Interconnection Customer shall protect, indemnify and hold harmless Connecting Transmission Owners Owner from the cost consequences of any current tax liability imposed against Connecting Transmission Owners Owner as the result of payments or property transfers made by Developer Interconnection Customer to Connecting Transmission Owners Owner under this AgreementInterim GIA for Interconnection Facilities, as well as any interest and penalties, other than interest and penalties attributable to any delay caused by Connecting Transmission OwnersOwner. Connecting Transmission Owners Owner shall not include a gross-up for the cost consequences of any current tax liability in the amounts charged to Developer it charges Interconnection Customer under this Agreement Interim GIA unless (i) a Connecting Transmission Owner has determined, in good faith, that the payments or property transfers made by Developer Interconnection Customer to a Connecting Transmission Owner should be reported as income subject to taxation or (ii) any Governmental Authority directs a Connecting Transmission Owner to report payments or property as income subject to taxation; provided, however, that a Connecting Transmission Owner may require Developer Interconnection Customer to provide securitysecurity for Interconnection Facilities, in a form reasonably acceptable to the Connecting 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 the Connecting 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 the Connecting 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 a Connecting 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 Connecting Transmission OwnersOwner. Notwithstanding Article 5.17.1, Developer shall protect, indemnify and hold harmless Connecting Transmission Owners Owner from the cost consequences of any current tax liability imposed against Connecting Transmission Owners Owner as the result of payments or property transfers made by Developer to Connecting Transmission Owners Owner under this Agreement, as well as any interest and penalties, other than interest and penalties attributable to any delay caused by Connecting Transmission OwnersOwner. Connecting Transmission Owners Owner shall not include a gross-up for the cost consequences of any current tax liability in the amounts charged to it charges Developer under this Agreement unless (i) a Connecting Transmission Owner has determined, in good faith, that the payments or property transfers made by Developer to a Connecting Transmission Owner should be reported as income subject to taxation or (ii) any Governmental Authority directs a Connecting Transmission Owner to report payments or property as income subject to taxation; provided, however, that a Connecting Transmission Owner may require Developer to provide security, in a form reasonably acceptable to the Connecting 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 the Connecting 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 the Connecting 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 a the Connecting 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 Connecting Transmission OwnersDistribution Provider. Notwithstanding Article 5.17.1, Developer Interconnection Customer shall protect, indemnify and hold harmless Connecting Transmission Owners Distribution Provider from the cost consequences of any current tax liability imposed against Connecting Transmission Owners Distribution Provider as the result of payments or property transfers made by Developer Interconnection Customer to Connecting Transmission Owners 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 Connecting Transmission OwnersDistribution Provider. Connecting Transmission Owners Distribution Provider shall not include a gross-up for the cost consequences of any current tax liability in the amounts charged to Developer it charges Interconnection Customer under this Agreement GIA unless (i) a Connecting Transmission Owner Distribution Provider has determined, in good faith, that the payments or property transfers made by Developer Interconnection Customer to a Connecting Transmission Owner Distribution Provider should be reported as income subject to taxation or (ii) any Governmental Authority directs a Connecting Transmission Owner Distribution Provider to report payments or property as income subject to taxation; provided, however, that a Connecting Transmission Owner Distribution Provider may require Developer Interconnection Customer to provide securitysecurity for Interconnection Facilities, in a form reasonably acceptable to the Connecting 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 the Connecting 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 the Connecting 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 a Connecting 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 Connecting Transmission OwnersOwner. Notwithstanding Article 5.17.1, Developer RG&E shall protect, indemnify and hold harmless Connecting Transmission Owners Owner from the cost consequences of any current tax liability imposed against Connecting Transmission Owners Owner as the result of payments or property transfers made by Developer RG&E to Connecting Transmission Owners Owner under this Agreement, as well as any interest and penalties, other than interest and penalties attributable to any delay caused by Connecting Transmission OwnersOwner. Connecting Transmission Owners Owner shall not include a gross-up gross‐up for the cost consequences of any current tax liability in the amounts charged to Developer it charges RG&E under this Agreement unless (i) a Connecting Transmission Owner has determined, in good faith, that the payments or property transfers made by Developer RG&E to a Connecting Transmission Owner should be reported as income subject to taxation or (ii) any Governmental Authority directs a Connecting Transmission Owner to report payments or property as income subject to taxation; provided, however, that a Connecting Transmission Owner may require Developer RG&E to provide security, in a form reasonably acceptable to the Connecting 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 RG&E shall reimburse the Connecting Transmission Owner for such costs on a fully grossed-up grossed‐up basis, in accordance with Article 5.17.4, within thirty (30) Calendar Days of receiving written notification from the Connecting 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 ten‐year testing period and the applicable statute of limitation, as it may be extended by a Connecting 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 Connecting Transmission OwnersOwner. Notwithstanding Article 5.17.1, Developer Interconnection Customer shall protect, indemnify and hold harmless Connecting Transmission Owners Owner from the cost consequences of any current tax liability imposed against Connecting Transmission Owners Owner as the result of payments or property transfers made by Developer Interconnection Customer to Connecting Transmission Owners 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 Connecting Transmission OwnersOwner. Connecting Transmission Owners Owner shall not include a gross-up for the cost consequences of any current tax liability in the amounts charged to Developer it charges Interconnection Customer under this Agreement LGIA unless (i) a Connecting Transmission Owner has determined, in good faith, that the payments or property transfers made by Developer Interconnection Customer to a Connecting Transmission Owner should be reported as income subject to taxation or (ii) any Governmental Authority directs a Connecting Transmission Owner to report payments or property as income subject to taxation; provided, however, that a Connecting Transmission Owner may require Developer Interconnection Customer to provide securitysecurity for Interconnection Facilities, in a form reasonably acceptable to the Connecting 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 the Connecting 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 the Connecting 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 a Connecting 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 Connecting Transmission OwnersOwner. Notwithstanding Article 5.17.1, Developer shall protect, indemnify and hold harmless Connecting Transmission Owners Owner from the cost consequences of any current tax liability imposed against Connecting Transmission Owners Owner as the result of payments or property transfers made by Developer to Connecting Transmission Owners Owner under this Agreement, as well as any interest and penalties, other than interest and penalties attributable to any delay caused by Connecting Transmission OwnersOwner. Connecting Transmission Owners Owner shall not include a gross-up for the cost consequences of any current tax liability in the amounts charged to it charges Developer under this Agreement unless (i) a Connecting Transmission Owner has determined, in good faith, that the payments or property transfers made by Developer to a Connecting Transmission Owner should be reported as income subject to taxation or (ii) any Governmental Authority directs a Connecting Transmission Owner to report payments or property as income subject to taxation; provided, however, that a Connecting Transmission Owner may require Developer to provide security, in a form reasonably acceptable to the Connecting 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 the Connecting 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 the Connecting 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 a the Connecting 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.