Common use of COMPENSATION FOR LOSS OF OTHER REVENUES Clause in Contracts

COMPENSATION FOR LOSS OF OTHER REVENUES. To the extent not included in the amounts calculated pursuant to Section 4.2 above, Applicant shall also pay to or on behalf of the District on an annual basis all M&O Revenue losses, and other costs as they are incurred by the District that arise from entering this Agreement (the “Additional Loss”), including, without limitation: (a) any loss incurred by the District resulting from a judicial challenge to this Agreement; (b) any reasonable attorneys’ fees or other costs incurred by the District due to any amendment, audit, legal defense, or enforcement of this Agreement brought by or against either Party or person or entity, irrespective of whether or not this Agreement or any interpretation thereof by the District is ultimately determined to be valid; and (c) any non-reimbursed reasonable costs or fees incurred by the District and reasonably necessary to administer or maintain this Agreement, either directly or indirectly, that are reasonably consistent in nature and amount (relative to project size) with the costs or fees paid by other school districts in the panhandle area of Texas to administer or maintain school value limitation agreements under Chapter 313 of the Texas Tax Code for wind farm projects, including the District’s payments to the Appraisal District for the Appraisal District’s incremental administrative costs attributable to its appraisal of the Qualified Property. Notwithstanding anything to the contrary in Section 4.8, payment for such Additional Loss shall be made by Applicant no later than 30 days following written notice that such Additional Loss is due and owing. Such written notice shall describe the Additional Losses with reasonable specificity and shall include copies of invoices or other documentation for all costs treated as Additional Losses. Other than the timing of payment for Additional Losses after the District delivers written notice, if the Applicant disagrees with the District’s determination of Additional Losses under this Section 4.4, the Applicant may dispute the amount of Additional Losses due using the dispute resolution procedures specified in Sections 9.3.A and 9.3.B.

COMPENSATION FOR LOSS OF OTHER REVENUES. To the extent not included in the amounts calculated pursuant to Section 4.2 above, Applicant shall also pay to or on behalf of the District on an annual basis all M&O Revenue losses, and other costs as they are incurred by the District that arise from entering this Agreement (the “Additional Loss”), including, without limitation: (a) any loss incurred by the District resulting from a judicial challenge to this Agreement; (b) any reasonable attorneys’ fees or other costs incurred by the District due to any amendment, audit, legal defense, or enforcement of this Agreement brought by or against either Party or person or entity, irrespective of whether or not this Agreement or any interpretation thereof by the District is ultimately determined to be valid; and (c) any non-reimbursed reasonable costs or fees incurred by the District and reasonably necessary to administer or maintain this Agreement, either directly or indirectly, , that are reasonably consistent in nature and amount (relative to project size) with the costs or fees paid by other school districts in the panhandle area of Texas to administer or maintain school value limitation agreements under Chapter 313 of the Texas Tax Code for wind farm projects, including the District’s payments to the Appraisal District for the Appraisal District’s incremental administrative costs attributable to its appraisal of the Qualified Property. Notwithstanding anything to the contrary in Section 4.8, payment for such Additional Loss shall be made by Applicant no later than 30 days following written notice that such Additional Loss is due and owing. Such written notice shall describe the Additional Losses with reasonable specificity and shall include copies of invoices or other documentation for all costs treated as Additional Losses. Other than the timing of payment for Additional Losses after the District delivers written notice, if the Applicant disagrees with the District’s determination of Additional Losses under this Section 4.4, the Applicant may dispute the amount of Additional Losses due using the dispute resolution procedures specified in Sections 9.3.A and 9.3.B.

COMPENSATION FOR LOSS OF OTHER REVENUES. To the extent (i) not attributable to services provided to the District in connection with processing and acting on the initial Application resulting in finalizing this Agreement, and (ii) not included in the amounts calculated pursuant to Section 4.2 above, Applicant shall also pay to or on behalf of the District on an annual basis all M&O Revenue losses, and other costs as they are incurred by the District that arise from entering this Agreement (the “Additional Loss”), including, without limitation: (a) any loss incurred by the District resulting from a judicial challenge to this Agreement; (b) any reasonable attorneys’ fees or other costs incurred by the District due to any amendment, audit, legal defense, or enforcement of this Agreement brought by or against either Party or person or entity, irrespective of whether or not this Agreement or any interpretation thereof by the District is ultimately determined to be valid; and (c) any non-reimbursed reasonable costs or fees incurred by the District and reasonably necessary related to administer or maintain this Agreement, either directly or indirectly, that are reasonably consistent in nature and amount (relative to project size) with the including without limitation costs or fees paid by other school districts in the panhandle area of Texas to administer or maintain school value limitation agreements under Chapter 313 of the Texas Tax Code for wind farm projects, including the District’s payments to the Appraisal District for based on the Appraisal District’s incremental administrative costs attributable to its appraisal values of the Qualified PropertyProperty used for the District’s debt service (interest and sinking fund) that exceeds the Tax Limitation Amount provided in Section 2.4 herein. Notwithstanding anything to the contrary in Section 4.8, payment for such Additional Loss shall be made by Applicant no later than 30 days following written notice that such Additional Loss is due and owing. Such written notice Notwithstanding anything in this Section 4.4 to the contrary and unless the District is the prevailing party, each party shall describe the Additional Losses with reasonable specificity and shall include copies of invoices pay its respective expenses (including attorney fees, if any) incurred in any appeal or other documentation for all costs treated as Additional Losses. Other than the timing of payment for Additional Losses after the proceeding (i) in a defense by Applicant against a determination by District delivers written notice, if the that Applicant disagrees with the District’s determination of Additional Losses under has breached this Section 4.4, the Applicant may dispute the amount of Additional Losses due using the dispute resolution procedures specified in Sections 9.3.A and 9.3.B.Agreement or (ii) to compel District to take any action which it is required to take pursuant to this Agreement.

COMPENSATION FOR LOSS OF OTHER REVENUES. To the extent not included in the amounts calculated pursuant to Section 4.2 above, Applicant shall also pay to or on behalf of the District on an annual basis all M&O Revenue losses, and other costs as they are incurred by the District that arise from entering this Agreement (the “Additional Loss”), including, without limitation: (a) any loss incurred by the District resulting from a judicial challenge to this Agreement; (b) any reasonable attorneys’ fees or other costs incurred by the District due to any amendment, audit, legal defense, or enforcement of this Agreement brought by or against either Party or person or entity, irrespective of whether or not this Agreement or any interpretation thereof by the District is ultimately determined to be valid; and (c) any non-reimbursed reasonable costs or fees incurred by the District and reasonably necessary to administer or maintain this Agreement, either directly or indirectly, that are reasonably consistent in nature and amount (relative to project size) with the costs or fees paid by other school districts in the panhandle area of Texas to administer or maintain school value limitation agreements under Chapter 313 of the Texas Tax Code for wind farm projects, including the District’s payments to the Appraisal District for the Appraisal District’s incremental administrative costs attributable to its appraisal of the Qualified Property. Notwithstanding anything to the contrary in Section 4.8, payment for such Additional Loss shall be made by Applicant no later than 30 days following written notice that such Additional Loss is due and owing. Such written notice shall describe the Additional Losses with reasonable specificity and shall include copies of invoices or other documentation for all costs treated as Additional Losses. Other than the timing of payment for Additional Losses after the District delivers written notice, if the Applicant disagrees with the District’s determination of Additional Losses under this Section 4.4, the Applicant may dispute the amount of Additional Losses due using the dispute resolution procedures specified in Sections 9.3.A and 9.3.B.

COMPENSATION FOR LOSS OF OTHER REVENUES. To the extent not included in the amounts calculated pursuant to Section 4.2 above, Applicant shall also pay to or on behalf of the District on an annual basis all M&O Revenue losses, and other unreimbursed costs as they are incurred by the District that arise from entering this Agreement (the “Additional Loss”), including, without limitationincluding but not limited to: (a) any loss incurred by the District resulting from a successful judicial challenge to this Agreement (excluding attorneys’ fees incurred by the District in the event of an unsuccessful judicial challenge brought by the District against Applicant for any action other than non-payment of amounts owed under this Agreement); (b) any reasonable attorneys’ fees or other costs incurred by the District due to any amendment, audit, legal defense, or enforcement of this Agreement brought by or against either Party or person or entity, irrespective of whether or not this Agreement or any interpretation thereof by the District is ultimately determined to be valid; and (c) any non-non- reimbursed reasonable costs or fees incurred by the District and that are both (i) reasonably necessary to administer or maintain this Agreement, either directly or indirectly, that are reasonably and (ii) consistent in nature and amount (relative to project size) with the costs or fees paid by other school districts in the panhandle Panhandle area of Texas to administer or maintain school value limitation agreements under Chapter 313 of the Texas Tax Code for wind farm projectsrenewable energy projects (including, including e.g., the District’s payments to the Appraisal District for the Appraisal District’s incremental administrative costs attributable to its appraisal of the Qualified Property). Notwithstanding anything to the contrary in Section 4.8, payment for such Additional Loss shall be made by Applicant no later than 30 thirty (30) days following written notice that such Additional Loss is due and owing. Such In such written notice and to the extent not protected by the attorney-client or other privilege, the District shall describe the Additional Losses Loss with reasonable specificity specificity, shall explain the manner in which each amount claimed as an Additional Loss falls within the definition of “Additional Loss,” and shall include provide copies of invoices or other documentation for all costs treated as an Additional LossesLoss. Other than the timing of payment for Additional Losses after the District delivers written notice, if the Applicant disagrees with the District’s determination of Additional Losses under this Section 4.4, the Applicant may dispute the amount of Additional Losses due using the dispute resolution procedures specified in Sections 9.3.A and 9.3.B.