Common use of Contests Clause in Contracts

Contests. In the event any Governmental Authority determines that Distribution Provider’s receipt of payments or property constitutes income that is subject to taxation, Distribution Provider shall notify Interconnection Customer, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer and at Interconnection Customer's sole expense, Distribution Provider may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's written request and sole expense, Distribution Provider may file a claim for refund with respect to any taxes paid under this Article 5.17, whether or not it has received such a determination. Distribution Provider reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Provider shall keep Interconnection Customer informed, shall consider in good faith suggestions from Interconnection Customer about the conduct of the contest, and shall reasonably permit Interconnection Customer or an Interconnection Customer representative to attend contest proceedings. Interconnection Customer shall pay to Distribution Provider on a periodic basis, as invoiced by Distribution Provider, Distribution Provider’s documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Provider may agree to a settlement either with Interconnection Customer's consent or after obtaining written advice from nationally-recognized tax counsel, selected by Distribution Provider, but reasonably acceptable to Interconnection Customer, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's obligation shall be based on the amount of the settlement agreed to by Interconnection Customer, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-grossed-up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's consent or such written advice will relieve Interconnection Customer from any obligation to indemnify Distribution Provider for the tax at issue in the contest.

Contests. In the event any Governmental Authority determines that Distribution ProviderTransmission Owner’s receipt of payments or property constitutes income that is subject to taxation, Distribution Provider Transmission Owner shall notify Interconnection Customer, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer and at Interconnection Customer's ’s sole expense, Distribution Provider Transmission Owner may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's ’s written request and sole expense, Distribution Provider may Transmission Owner shall file a claim for refund with respect to any taxes paid under this Article 5.17, whether or not it has received such a determination. Distribution Provider Transmission Owner reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Provider Transmission Owner shall keep Interconnection Customer informed, shall consider in good faith suggestions from Interconnection Customer about the conduct of the contest, and shall reasonably permit Interconnection Customer or an Interconnection Customer representative to attend contest proceedings. Interconnection Customer shall pay to Distribution Provider Transmission Owner on a periodic basis, as invoiced by Distribution ProviderTransmission Owner, Distribution ProviderTransmission Owner’s documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Provider Transmission Owner may agree to a settlement either with Interconnection Customer's ’s consent or after obtaining written advice from nationally-recognized tax counsel, selected by Distribution ProviderTransmission Owner, but reasonably acceptable to Interconnection Customer, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's ’s obligation shall be based on the amount of the settlement agreed to by Interconnection Customer, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-nationally- recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-fully grossed-up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's ’s consent or such written advice will relieve Interconnection Customer from any obligation to indemnify Distribution Provider Transmission Owner for the tax at issue in the contest.

Contests. In the event any Governmental Authority determines that Distribution ProviderInterconnecting Transmission Owner’s receipt of payments or property constitutes income that is subject to taxation, Distribution Provider Interconnecting Transmission Owner shall notify Interconnection Customer, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer and at Interconnection Customer's ’s sole expense, Distribution Provider Interconnecting Transmission Owner may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's ’s written request and sole expense, Distribution Provider Interconnecting Transmission Owner may file a claim for refund with respect to any taxes paid under this Article 5.17, whether or not it has received such a determination. Distribution Provider Interconnecting Transmission Owner reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Provider Interconnecting Transmission Owner shall keep Interconnection Customer informed, shall consider in good faith suggestions from Interconnection Customer about the conduct of the contest, and shall reasonably permit Interconnection Customer or an Interconnection Customer representative to attend contest proceedings. Interconnection Customer shall pay to Distribution Provider Interconnecting Transmission Owner on a periodic basis, as invoiced by Distribution ProviderInterconnecting Transmission Owner, Distribution Provider’s documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Provider Interconnecting Transmission Owner may agree to a settlement either with Interconnection Customer's ’s consent or after obtaining written advice from nationally-nationally- recognized tax counsel, selected by Distribution ProviderInterconnecting Transmission Owner, but reasonably acceptable to Interconnection Customer, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's ’s obligation shall be based on the amount of the settlement agreed to by Interconnection Customer, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-nationally recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-fully grossed-up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's ’s consent or such written advice will relieve Interconnection Customer from any obligation to indemnify Distribution Provider Interconnecting Transmission Owner for the tax at issue in the contest.

Contests. In the event any Governmental Authority determines that Distribution ProviderTransmission Owner’s receipt of payments or property constitutes income that is subject to taxation, Distribution Provider Transmission Owner shall notify Interconnection Customer, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer and at Interconnection Customer's sole expense, Distribution Provider Transmission Owner may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's written request and sole expense, Distribution Provider Transmission Owner may file a claim for refund with respect to any taxes paid under this Article 5.17, whether or not it has received such a determination. Distribution Provider Transmission Owner reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Provider Transmission Owner shall keep Interconnection Customer informed, shall consider in good faith suggestions from Interconnection Customer about the conduct of the contest, and shall reasonably permit Interconnection Customer or an Interconnection Customer representative to attend contest proceedings. Interconnection Customer shall pay to Distribution Provider Transmission Owner on a periodic basis, as invoiced by Distribution ProviderTransmission Owner, Distribution ProviderTransmission Owner’s documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Provider Transmission Owner may agree to a settlement either with Interconnection Customer's consent or after obtaining written advice from nationally-recognized tax counsel, selected by Distribution ProviderTransmission Owner, but reasonably acceptable to Interconnection Customer, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's obligation shall be based on the amount of the settlement agreed to by Interconnection Customer, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-fully grossed-up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's consent or such written advice will relieve Interconnection Customer from any obligation to indemnify Distribution Provider Transmission Owner for the tax at issue in the contest.

Contests. In the event any Governmental Authority determines that Distribution ProviderTransmission Owner’s receipt of payments or property constitutes income that is subject to taxation, Distribution Provider Transmission Owner shall notify Interconnection Customer, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer and at Interconnection Customer's ’s sole expense, Distribution Provider Transmission Owner may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's ’s written request and sole expense, Distribution Provider may Transmission Owner shall file a claim for refund with respect to any taxes paid under this Article 5.17, whether or not it has received such a determination. Distribution Provider Transmission Owner reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Provider Transmission Owner shall keep Interconnection Customer informed, shall consider in good faith suggestions from Interconnection Customer about the conduct of the contest, and shall reasonably permit Interconnection Customer or an Interconnection Customer representative to attend contest proceedings. Interconnection Customer shall pay to Distribution Provider Transmission Owner on a periodic basis, as invoiced by Distribution ProviderTransmission Owner, Distribution ProviderTransmission Owner’s documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Provider Transmission Owner may agree to a settlement either with Interconnection Customer's ’s consent or after obtaining written advice from nationally-recognized tax counsel, selected by Distribution ProviderTransmission Owner, but reasonably acceptable to Interconnection Customer, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's ’s obligation shall be based on the amount of the settlement agreed to by Interconnection Customer, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-fully grossed-up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's ’s consent or such written advice will relieve Interconnection Customer from any obligation to indemnify Distribution Provider Transmission Owner for the tax at issue in the contest.

Contests. In the event any Governmental Authority determines that Distribution ProviderTransmission Owner’s receipt of payments or property constitutes income that is subject to taxation, Distribution Provider Transmission Owner shall notify Interconnection Customer, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer and at Interconnection Customer's sole expense, Distribution Provider Transmission Owner may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's written request and sole expense, Distribution Provider may Transmission Owner shall file a claim for refund with respect to any taxes paid under this Article 5.17, whether or not it has received such a determination. Distribution Provider Transmission Owner reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Provider Transmission Owner shall keep Interconnection Customer informed, shall consider in good faith suggestions from Interconnection Customer about the conduct of the contest, and shall reasonably permit Interconnection Customer or an Interconnection Customer representative to attend contest proceedings. Interconnection Customer shall pay to Distribution Provider Transmission Owner on a periodic basis, as invoiced by Distribution ProviderTransmission Owner, Distribution ProviderTransmission Owner’s documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Provider Transmission Owner may agree to a settlement either with Interconnection Customer's consent or after obtaining written advice from nationally-recognized tax counsel, selected by Distribution ProviderTransmission Owner, but reasonably acceptable to Interconnection Customer, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's obligation shall be based on the amount of the settlement agreed to by Interconnection Customer, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-fully grossed-up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's consent or such written advice will relieve Interconnection Customer from any obligation to indemnify Distribution Provider Transmission Owner for the tax at issue in the contest.

Contests. In the event any Governmental Authority determines that Distribution ProviderNYSEG’s receipt of payments or property constitutes income that is subject to taxation, Distribution Provider NYSEG shall notify Interconnection CustomerTrAILCo, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer TrAILCo and at Interconnection Customer's TrAILCo’s sole expense, Distribution Provider NYSEG may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's TrAILCo’s written request and sole expense, Distribution Provider NYSEG may file a claim for refund with respect to any taxes paid under this Article 5.175.12, whether or not it has received such a determination. Distribution Provider NYSEG reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Provider NYSEG shall keep Interconnection Customer TrAILCo informed, shall consider in good faith suggestions from Interconnection Customer TrAILCo about the conduct of the contest, and shall reasonably permit Interconnection Customer TrAILCo or an Interconnection Customer TrAILCo representative to attend contest proceedings. Interconnection Customer TrAILCo shall pay to Distribution Provider NYSEG on a periodic basis, as invoiced by Distribution ProviderNYSEG, Distribution ProviderNYSEG’s documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Provider NYSEG may agree to a settlement either with Interconnection Customer's TrAILCo’s consent or after obtaining written advice from nationally-recognized nationally‐recognized tax counsel, selected by Distribution ProviderNYSEG, but reasonably acceptable to Interconnection CustomerTrAILCo, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's TrAILCo’s obligation shall be based on the amount of the settlement agreed to by Interconnection CustomerTrAILCo, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-recognized nationally‐recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-grossed-up fully grossed‐up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's TrAILCo’s consent or such written advice will relieve Interconnection Customer TrAILCo from any obligation to indemnify Distribution Provider NYSEG for the tax at issue in the contest.

Contests. In the event any Governmental Authority determines that Distribution ProviderTransmission Owner’s receipt of payments or property constitutes income that is subject to taxation, Distribution Provider Transmission Owner shall notify Interconnection Customer, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer and at Interconnection Customer's ’s sole expense, Distribution Provider Transmission Owner may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's ’s written request and sole expense, Distribution Provider Transmission Owner may file a claim for refund with respect to any taxes paid under this Article 5.17, whether or not it has received such a determination. Distribution Provider Transmission Owner reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Provider Transmission Owner shall keep Interconnection Customer informed, shall consider in good faith suggestions from Interconnection Customer about the conduct of the contest, and shall reasonably permit Interconnection Customer or an Interconnection Customer representative to attend contest proceedings. Interconnection Customer shall pay to Distribution Provider Transmission Owner on a periodic basis, as invoiced by Distribution ProviderTransmission Owner, Distribution ProviderTransmission Owner’s documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Provider Transmission Owner may agree to a settlement either with Interconnection Customer's ’s consent or after obtaining written advice from nationally-recognized tax counsel, selected by Distribution ProviderTransmission Owner, but reasonably acceptable to Interconnection Customer, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's ’s obligation shall be based on the amount of the settlement agreed to by Interconnection Customer, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-fully grossed-up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's ’s consent or such written advice will relieve Interconnection Customer from any obligation to indemnify Distribution Provider Transmission Owner for the tax at issue in the contest.

Contests. In the event any Governmental Authority determines that Distribution Transmission Provider’s 's receipt of payments or property constitutes income that is subject to taxation, Distribution Transmission Provider shall notify Interconnection Customer, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer and at Interconnection Customer's sole expense, Distribution Transmission Provider may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's written request and sole expense, Distribution Transmission Provider may file a claim for refund with respect to any taxes paid under this Article 5.17, whether or not it has received such a determination. Distribution Transmission Provider reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Transmission Provider shall keep Interconnection Customer informed, shall consider in good faith suggestions from Interconnection Customer about the conduct of the contest, and shall reasonably permit Interconnection Customer or an Interconnection Customer representative to attend contest proceedings. Interconnection Customer shall pay to Distribution Transmission Provider on a periodic basis, as invoiced by Distribution Transmission Provider, Distribution Transmission Provider’s 's documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Transmission Provider may agree to a settlement either with Interconnection Customer's consent or after obtaining written advice from nationally-recognized tax counsel, selected by Distribution Transmission Provider, but reasonably acceptable to Interconnection Customer, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's obligation shall be based on the amount of the settlement agreed to by Interconnection Customer, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-nationally- recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-fully grossed-up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's consent or such written advice will relieve Interconnection Customer from any obligation to indemnify Distribution Transmission Provider for the tax at issue in the contest.

Contests. In the event any Governmental Authority determines that Distribution Transmission Provider’s 's receipt of payments or property constitutes income that is subject to taxation, Distribution Transmission Provider shall notify Interconnection Customer, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer and at Interconnection Customer's sole expense, Distribution Transmission Provider may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's written request and sole expense, Distribution Transmission Provider may file a claim for refund with respect to any taxes paid under this Article 5.17, whether or not it has received such a determination. Distribution Transmission Provider reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Transmission Provider shall keep Interconnection Customer informed, shall consider in good faith suggestions from Interconnection Customer about the conduct of the contest, and shall reasonably permit Interconnection Customer or an Interconnection Customer representative to attend contest proceedings. Interconnection Customer shall pay to Distribution Transmission Provider on a periodic basis, as invoiced by Distribution Transmission Provider, Distribution Transmission Provider’s 's documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Transmission Provider may agree to a settlement either with Interconnection Customer's consent or after obtaining written advice from nationally-recognized tax counsel, selected by Distribution Transmission Provider, but reasonably acceptable to Interconnection Customer, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's obligation shall be based on the amount of the settlement agreed to by Interconnection Customer, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-fully grossed-up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's consent or such written advice will relieve Interconnection Customer from any obligation to indemnify Distribution Transmission Provider for the tax at issue in the contest.

Contests. In the event any Governmental Authority determines that Distribution ProviderAffected Transmission Owner’s receipt of payments or property constitutes income that is subject to taxation, Distribution Provider Affected Transmission Owner shall notify Interconnection CustomerDeveloper, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer Developer and at Interconnection Customer's Developer’s sole expense, Distribution Provider Affected Transmission Owner may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's Developer’s written request and sole expense, Distribution Provider Affected Transmission Owner may file a claim for refund with respect to any taxes paid under this Article 5.173.12, whether or not it has received such a determination. Distribution Provider Affected Transmission Owner reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Provider Affected Transmission Owner shall keep Interconnection Customer Developer informed, shall consider in good faith suggestions from Interconnection Customer Developer about the conduct of the contest, and shall reasonably permit Interconnection Customer Developer or an Interconnection Customer Developer representative to attend contest proceedings. Interconnection Customer Developer shall pay to Distribution Provider Affected Transmission Owner on a periodic basis, as invoiced by Distribution ProviderAffected Transmission Owner, Distribution ProviderAffected Transmission Owner’s documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Provider Affected Transmission Owner may agree to a settlement either with Interconnection Customer's Developer’s consent or after obtaining written advice from nationally-recognized tax counsel, selected by Distribution ProviderAffected Transmission Owner, but reasonably acceptable to Interconnection CustomerDeveloper, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's Developer’s obligation shall be based on the amount of the settlement agreed to by Interconnection CustomerDeveloper, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-fully grossed-up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's Developer’s consent or such written advice will relieve Interconnection Customer Developer from any obligation to indemnify Distribution Provider Affected Transmission Owner for the tax at issue in the contest.

Contests. In the event any Governmental Authority determines that Distribution ProviderTransmission Owner’s receipt of payments or property constitutes income that is subject to taxation, Distribution Provider Transmission Owner shall notify Interconnection Customer, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer and at Interconnection Customer's sole expense, Distribution Provider Transmission Owner may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's written request and sole expense, Distribution Provider may Transmission Owner shall file a claim for refund with respect to any taxes paid under this Article 5.17, whether or not it has received such a determination. Distribution Provider Transmission Owner reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Provider Transmission Owner shall keep Interconnection Customer informed, shall consider in good faith suggestions from Interconnection Customer about the conduct of the contest, and shall reasonably permit Interconnection Customer or an Interconnection Customer representative to attend contest proceedings. Interconnection Customer shall pay to Distribution Provider Transmission Owner on a periodic basis, as invoiced by Distribution ProviderTransmission Owner, Distribution ProviderTransmission Owner’s documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Provider Transmission Owner may agree to a settlement either with Interconnection Customer's consent or after obtaining written advice from nationally-recognized tax counsel, selected by Distribution ProviderTransmission Owner, but reasonably acceptable to Interconnection Customer, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's obligation shall be based on the amount of the settlement agreed to by Interconnection Customer, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-nationally- recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-fully grossed-up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's consent or such written advice will relieve Interconnection Customer from any obligation to indemnify Distribution Provider Transmission Owner for the tax at issue in the contest.

Contests. In the event any Governmental Authority determines that Distribution ProviderTransmission Owner’s receipt of payments or property constitutes income that is subject to taxation, Distribution Provider Transmission Owner shall notify Interconnection Customer, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer and at Interconnection Customer's sole expense, Distribution Provider Transmission Owner may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's written request and sole expense, Distribution Provider Transmission Owner may file a claim for refund with respect to any taxes paid under this Article 5.17, whether or not it has received such a determination. Distribution Provider Transmission Owner reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Provider Transmission Owner shall keep Interconnection Customer informed, shall consider in good faith suggestions from Interconnection Customer about the conduct of the contest, and shall reasonably permit Interconnection Customer or an Interconnection Customer representative to attend contest proceedings. Interconnection Customer shall pay to Distribution Provider Transmission Owner on a periodic basis, as invoiced by Distribution ProviderTransmission Owner, Distribution ProviderTransmission Owner’s documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Provider Transmission Owner may agree to a settlement either with Interconnection Customer's consent or after obtaining written advice from nationally-recognized tax counsel, selected by Distribution ProviderTransmission Owner, but reasonably acceptable to Interconnection Customer, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's obligation shall be based on the amount of the settlement agreed to by Interconnection Customer, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-nationally- recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-fully grossed-up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's consent or such written advice will relieve Interconnection Customer from any obligation to indemnify Distribution Provider Transmission Owner for the tax at issue in the contest.

Contests. In the event any Governmental Authority determines that Distribution ProviderInterconnecting Transmission Owner’s receipt of payments or property constitutes income that is subject to taxation, Distribution Provider Interconnecting Transmission Owner shall notify Interconnection Customer, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer and at Interconnection Customer's ’s sole expense, Distribution Provider Interconnecting Transmission Owner may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's ’s written request and sole expense, Distribution Provider Interconnecting Transmission Owner may file a claim for refund with respect to any taxes paid under this Article 5.17, whether or not it has received such a determination. Distribution Provider Interconnecting Transmission Owner reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Provider Interconnecting Transmission Owner shall keep Interconnection Customer informed, shall consider in good faith suggestions from Interconnection Customer about the conduct of the contest, and shall reasonably permit Interconnection Customer or an Interconnection Customer representative to attend contest proceedings. Interconnection Customer shall pay to Distribution Provider Interconnecting Transmission Owner on a periodic basis, as invoiced by Distribution ProviderInterconnecting Transmission Owner, Distribution Provider’s documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Provider Interconnecting Transmission Owner may agree to a settlement either with Interconnection Customer's ’s consent or after obtaining written advice from nationally-recognized nationally -recognized tax counsel, selected by Distribution ProviderInterconnecting Transmission Owner, but reasonably acceptable to Interconnection Customer, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's ’s obligation shall be based on the amount of the settlement agreed to by Interconnection Customer, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-nationally recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-fully grossed-up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's ’s consent or such written advice will relieve Interconnection Customer from any obligation to indemnify Distribution Provider Interconnecting Transmission Owner for the tax at issue in the contest.

Contests. In the event any Governmental Authority determines that Distribution ProviderNYSEG’s receipt of payments or property constitutes income that is subject to taxation, Distribution Provider NYSEG shall notify Interconnection CustomerTrAILCo, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer TrAILCo and at Interconnection Customer's TrAILCo’s sole expense, Distribution Provider NYSEG may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's TrAILCo’s written request and sole expense, Distribution Provider NYSEG may file a claim for refund with respect to any taxes paid under this Article 5.175.12, whether or not it has received such a determination. Distribution Provider NYSEG reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Provider NYSEG shall keep Interconnection Customer TrAILCo informed, shall consider in good faith suggestions from Interconnection Customer TrAILCo about the conduct of the contest, and shall reasonably permit Interconnection Customer TrAILCo or an Interconnection Customer TrAILCo representative to attend contest proceedings. Interconnection Customer TrAILCo shall pay to Distribution Provider NYSEG on a periodic basis, as invoiced by Distribution ProviderNYSEG, Distribution ProviderNYSEG’s documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Provider NYSEG may agree to a settlement either with Interconnection Customer's TrAILCo’s consent or after obtaining written advice from nationally-recognized nationally‐recognized tax counsel, selected by Distribution ProviderNYSEG, but reasonably acceptable to Interconnection CustomerTrAILCo, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's TrAILCo’s obligation shall be based on the amount of the settlement agreed to by Interconnection CustomerTrAILCo, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-recognized nationally‐recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-grossed-up fully grossed‐up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's consent or such written advice will relieve Interconnection Customer from any obligation to indemnify Distribution Provider for the tax at issue in the contest.without

Contests. In the event any Governmental Authority determines that Distribution Transmission Provider’s receipt of payments or property constitutes income that is subject to taxation, Distribution Transmission Provider shall notify Interconnection Customer, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer and at Interconnection Customer's ’s sole expense, Distribution Transmission Provider may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's ’s written request and sole expense, Distribution Transmission Provider may file a claim for refund with respect to any taxes paid under this Article 5.17, whether or not it has received such a determination. Distribution Transmission Provider reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Transmission Provider shall keep Interconnection Customer informed, shall consider in good faith suggestions from Interconnection Customer about the conduct of the contest, and shall reasonably permit Interconnection Customer or an Interconnection Customer representative to attend contest proceedings. Interconnection Customer shall pay to Distribution Transmission Provider on a periodic basis, as invoiced by Distribution Transmission Provider, Distribution Transmission Provider’s documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Transmission Provider may agree to a settlement either with Interconnection Customer's ’s consent or after obtaining written advice from nationally-recognized tax counsel, selected by Distribution Transmission Provider, but reasonably acceptable to Interconnection Customer, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's ’s obligation shall be based on the amount of the settlement agreed to by Interconnection Customer, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-fully grossed-up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's ’s consent or such written advice will relieve Interconnection Customer from any obligation to indemnify Distribution Transmission Provider for the tax at issue in the contest.

Contests. In the event any Governmental Authority determines that Distribution ProviderInterconnecting Transmission Owner’s receipt of payments or property constitutes income that is subject to taxation, Distribution Provider Interconnecting Transmission Owner shall notify Interconnection Customer, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer and at Interconnection Customer's ’s sole expense, Distribution Provider Interconnecting Transmission Owner may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's ’s written request and sole expense, Distribution Provider Interconnecting Transmission Owner may file a claim for refund with respect to any taxes paid under this Article 5.17, whether or not it has received such a determination. Distribution Provider Interconnecting Transmission Owner reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Provider Interconnecting Transmission Owner shall keep Interconnection Customer informed, shall consider in good faith suggestions from Interconnection Customer about the conduct of the contest, and shall reasonably permit Interconnection Customer or an Interconnection Customer representative to attend contest proceedings. Interconnection Customer shall pay to Distribution Provider Interconnecting Transmission Owner on a periodic basis, as invoiced by Distribution ProviderInterconnecting Transmission Owner, Distribution Provider’s documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Provider Interconnecting Transmission Owner may agree to a settlement either with Interconnection Customer's ’s consent or after obtaining written advice from nationally-recognized tax counsel, selected by Distribution ProviderInterconnecting Transmission Owner, but reasonably acceptable to Interconnection Customer, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's ’s obligation shall be based on the amount of the settlement agreed to by Interconnection Customer, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-nationally recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-fully grossed-up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's ’s consent or such written advice will relieve Interconnection Customer from any obligation to indemnify Distribution Provider Interconnecting Transmission Owner for the tax at issue in the contest.

Contests. In the event any Governmental Authority determines that Distribution Transmission Provider’s receipt of payments or property constitutes income that is subject to taxation, Distribution Transmission Provider shall notify Interconnection Customer, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer and at Interconnection Customer's sole expense, Distribution Transmission Provider may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's written request and sole expense, Distribution Transmission Provider may file a claim for refund with respect to any taxes paid under this Article 5.17, whether or not it has received such a determination. Distribution Transmission Provider reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Transmission Provider shall keep Interconnection Customer informed, shall consider in good faith suggestions from Interconnection Customer about the conduct of the contest, and shall reasonably permit Interconnection Customer or an Interconnection Customer representative to attend contest proceedings. Interconnection Customer shall pay to Distribution Transmission Provider on a periodic basis, as invoiced by Distribution Transmission Provider, Distribution Transmission Provider’s documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Transmission Provider may agree to a settlement either with Interconnection Customer's consent or after obtaining written advice from nationally-recognized tax counsel, selected by Distribution Transmission Provider, but reasonably acceptable to Interconnection Customer, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's obligation shall be based on the amount of the settlement agreed to by Interconnection Customer, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-fully grossed-up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's consent or such written advice will relieve Interconnection Customer from any obligation to indemnify Distribution Transmission Provider for the tax at issue in the contest.

Contests. In the event any Governmental Authority determines that Distribution ProviderAffected Transmission Owner’s receipt of payments or property constitutes income that is subject to taxation, Distribution Provider Affected Transmission Owner shall notify Interconnection CustomerDeveloper, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer Xxxxxxxxx and at Interconnection Customer's Developer’s sole expense, Distribution Provider Affected Transmission Owner may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's Xxxxxxxxx’s written request and sole expense, Distribution Provider Affected Transmission Owner may file a claim for refund with respect to any taxes paid under this Article 5.173.12, whether or not it has received such a determination. Distribution Provider Affected Transmission Owner reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Provider Affected Transmission Owner shall keep Interconnection Customer Developer informed, shall consider in good faith suggestions from Interconnection Customer Developer about the conduct of the contest, and shall reasonably permit Interconnection Customer Developer or an Interconnection Customer Developer representative to attend contest proceedings. Interconnection Customer Developer shall pay to Distribution Provider Affected Transmission Owner on a periodic basis, as invoiced by Distribution ProviderAffected Transmission Owner, Distribution ProviderAffected Transmission Owner’s documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Provider Affected Transmission Owner may agree to a settlement either with Interconnection Customer's Xxxxxxxxx’s consent or after obtaining written advice from nationally-recognized tax counsel, selected by Distribution ProviderAffected Transmission Owner, but reasonably acceptable to Interconnection CustomerDeveloper, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's Developer’s obligation shall be based on the amount of the settlement agreed to by Interconnection CustomerDeveloper, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-fully grossed-up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's Developer’s consent or such written advice will relieve Interconnection Customer Developer from any obligation to indemnify Distribution Provider Affected Transmission Owner for the tax at issue in the contest.

Contests. In the event any Governmental Authority determines that Distribution ProviderNYSEG’s receipt of payments or property constitutes income that is subject to taxation, Distribution Provider NYSEG shall notify Interconnection CustomerTrAILCo, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer XxXXXXx and at Interconnection Customer's TrAILCo’s sole expense, Distribution Provider NYSEG may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's TrAILCo’s written request and sole expense, Distribution Provider NYSEG may file a claim for refund with respect to any taxes paid under this Article 5.175.12, whether or not it has received such a determination. Distribution Provider NYSEG reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Provider NYSEG shall keep Interconnection Customer TrAILCo informed, shall consider in good faith suggestions from Interconnection Customer TrAILCo about the conduct of the contest, and shall reasonably permit Interconnection Customer TrAILCo or an Interconnection Customer TrAILCo representative to attend contest proceedings. Interconnection Customer TrAILCo shall pay to Distribution Provider NYSEG on a periodic basis, as invoiced by Distribution ProviderNYSEG, Distribution ProviderNYSEG’s documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Provider NYSEG may agree to a settlement either with Interconnection Customer's TrAILCo’s consent or after obtaining written advice from nationally-recognized nationally‐recognized tax counsel, selected by Distribution ProviderNYSEG, but reasonably acceptable to Interconnection CustomerTrAILCo, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's TrAILCo’s obligation shall be based on the amount of the settlement agreed to by Interconnection CustomerTrAILCo, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-recognized nationally‐recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-grossed-up fully grossed‐up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's TrAILCo’s consent or such written advice will relieve Interconnection Customer TrAILCo from any obligation to indemnify Distribution Provider NYSEG for the tax at issue in the contest.

Contests. In the event any Governmental Authority determines that Distribution Provider’s receipt of payments or property constitutes income that is subject to taxation, Distribution Provider shall notify Interconnection Customer, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer and at Interconnection Customer's sole expense, Distribution Provider may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's written request and sole expense, Distribution Provider may file a claim for refund with respect to any taxes paid under this Article 5.17, whether or not it has received such a determination. Distribution Provider reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Provider shall keep Interconnection Customer informed, shall consider in good faith suggestions from Interconnection Customer about the conduct of the contest, and shall reasonably permit Interconnection Customer or an Interconnection Customer representative to attend contest proceedings. Interconnection Customer shall pay to Distribution Provider on a periodic basis, as invoiced by Distribution Provider, Distribution Provider’s documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Provider may agree to a settlement either with Interconnection Customer's consent or after obtaining written advice from nationally-recognized tax counsel, selected by Distribution Provider, but reasonably acceptable to Interconnection Customer, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's obligation shall be based on the amount of the settlement agreed to by Interconnection Customer, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-nationally- recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-grossed-up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's consent or such written advice will relieve Interconnection Customer from any obligation to indemnify Distribution Provider for the tax at issue in the contest.

Contests. In the event any Governmental Authority determines that Distribution ProviderAffected Transmission Owner’s receipt of payments or property constitutes income that is subject to taxation, Distribution Provider Affected Transmission Owner shall notify Interconnection CustomerDeveloper, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer Developer and at Interconnection Customer's Developer’s sole expense, Distribution Provider Affected Transmission Owner may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's Developer’s written request and sole expense, Distribution Provider Affected Transmission Owner may file a claim for refund with respect to any taxes paid under this Article 5.173.12, whether or not it has received such a determination. Distribution Provider Affected Transmission Owner reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Provider Affected Transmission Owner shall keep Interconnection Customer Developer informed, shall consider in good faith suggestions from Interconnection Customer Developer about the conduct of the contest, and shall reasonably permit Interconnection Customer Developer or an Interconnection Customer Developer representative to attend contest proceedings. Interconnection Customer Developer shall pay to Distribution Provider Affected Transmission Owner on a periodic basis, as invoiced by Distribution ProviderAffected Transmission Owner, Distribution ProviderAffected Transmission Owner’s documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Provider Affected Transmission Owner may agree to a settlement either with Interconnection Customer's Developer’s consent or after obtaining written advice from nationally-recognized tax counsel, selected by Distribution ProviderAffected Transmission Owner, but reasonably acceptable to Interconnection CustomerDeveloper, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's Developer’s obligation shall be based on the amount of the settlement agreed to by Interconnection CustomerDeveloper, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-fully grossed-up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's Developer’s consent or such written advice will relieve Interconnection Customer Developer from any obligation to indemnify Distribution Provider Affected Transmission Owner for the tax at issue in the contest. Refund. In the event that (a) a private letter ruling is issued to Affected Transmission Owner which holds that any amount paid or the value of any property transferred by Developer to Affected Transmission Owner under the terms of this Agreement is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Affected Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer to Affected Transmission Owner under the terms of this Agreement is not taxable to Affected Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Affected Transmission Owner are not subject to federal income tax, or (d) if Affected Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer to Affected Transmission Owner pursuant to this Agreement, Affected Transmission Owner shall promptly refund to Developer the following: Any payment made by Developer under this Article 3.12 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, Interest on any amounts paid by Developer to Affected Transmission Owner for such taxes which Affected Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer to the date Affected Transmission Owner refunds such payment to Developer, and With respect to any such taxes paid by Affected Transmission Owner, any refund or credit Affected Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Affected Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Affected Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Affected Transmission Owner will remit such amount promptly to Developer only after and to the extent that Affected Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Affected System Upgrade Facilities. The intent of this provision is to leave both the Developer and Affected Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Affected System Upgrade Facilities hereunder, in the same position they would have been in had no such tax payments been made.

Contests. In the event any Governmental Authority determines that Distribution Provider’s receipt of payments or property constitutes income that is subject to taxation, Distribution Provider shall notify Interconnection Customer, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer and at Interconnection Customer's sole expense, Distribution Provider may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's written request and sole expense, Distribution Provider may file a claim for refund with respect to any taxes paid under this Article 5.17, whether or not it has received such a determination. Distribution Provider reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Provider shall keep Interconnection Customer informed, shall consider in good faith suggestions from Interconnection Customer about the conduct of the contest, and shall reasonably permit Interconnection Customer or an Interconnection Customer representative to attend contest proceedings. Interconnection Customer shall pay to Distribution Provider on a periodic basis, as invoiced by Distribution Provider, Distribution Provider’s documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Provider may agree to a settlement either with Interconnection Customer's consent or after obtaining written advice from nationally-recognized tax counsel, selected by Distribution Provider, but reasonably acceptable to Interconnection Customer, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's obligation shall be based on the amount of the settlement agreed to by Interconnection Customer, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-nationally recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-grossed-up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's consent or such written advice will relieve Interconnection Customer from any obligation to indemnify Distribution Provider for the tax at issue in the contest.

Contests. In the event any Governmental Authority determines that Distribution ProviderConnecting Transmission Owner’s receipt of payments or property constitutes income that is subject to taxation, Distribution Provider Connecting Transmission Owner shall notify Interconnection CustomerRG&E, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer RG&E and at Interconnection Customer's RG&E’s sole expense, Distribution Provider Connecting Transmission Owner may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's RG&E’s written request and sole expense, Distribution Provider Connecting Transmission Owner may file a claim for refund with respect to any taxes paid under this Article 5.17, whether or not it has received such a determination. Distribution Provider Connecting Transmission Owner reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Provider Connecting Transmission Owner shall keep Interconnection Customer RG&E informed, shall consider in good faith suggestions from Interconnection Customer RG&E about the conduct of the contest, and shall reasonably permit Interconnection Customer RG&E or an Interconnection Customer RG&E representative to attend contest proceedings. Interconnection Customer RG&E shall pay to Distribution Provider Connecting Transmission Owner on a periodic basis, as invoiced by Distribution ProviderConnecting Transmission Owner, Distribution ProviderConnecting Transmission Owner’s documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Provider Connecting Transmission Owner may agree to a settlement either with Interconnection Customer's RG&E’s consent or after obtaining written advice from nationally-recognized nationally‐recognized tax counsel, selected by Distribution ProviderConnecting Transmission Owner, but reasonably acceptable to Interconnection CustomerRG&E, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's RG&E’s obligation shall be based on the amount of the settlement agreed to by Interconnection CustomerRG&E, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-recognized nationally‐recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-grossed-up fully grossed‐up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's RG&E’s consent or such written advice will relieve Interconnection Customer RG&E from any obligation to indemnify Distribution Provider Connecting Transmission Owner for the tax at issue in the contest.

Contests. In Whenever any taxing authority asserts a claim, makes an assessment or otherwise disputes or affects the event any Governmental Authority determines that Distribution Provider’s Tax reporting position of the Company for periods ending prior to the Closing Date, the Company shall, promptly upon receipt by Purchaser or the Company of payments or property constitutes income that is subject to taxationnotice thereof, Distribution Provider inform the Stockholders, and the Stockholders shall notify Interconnection Customerhave the right, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer and at Interconnection Customer's sole their expense, Distribution Provider may appealto control any resulting proceedings and to determine whether and when to settle any such claim, protestassessment or dispute, seek abatement of, or otherwise oppose to the extent such determination. Upon Interconnection Customer's written request and sole expense, Distribution Provider may file a claim for refund proceedings affect the amount of Taxes with respect to which the Company and Purchaser are entitled to indemnification pursuant to Section 9.1, provided that the Stockholders shall not be entitled to settle any taxes paid under claim for Taxes that would have the consequence of adversely affecting the liability for Taxes of the Company or its Subsidiaries for any period after the Closing Date to any extent (including, but not limited to, the imposition of income tax deficiencies, reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods or the denial of amortization or depreciation deductions) without the prior written consent of Purchaser. Such consent shall not be unreasonably withheld and shall not be necessary to the extent the Stockholders have indemnified Purchaser and the Company against the effects of any such settlement. Purchaser, the Company and their representatives may also participate in any such proceedings at their own expense. Whenever any taxing authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes with respect to which the Company and Purchaser are not entitled to indemnification pursuant to Section 9.1 because such Taxes are not covered by the indemnification provisions set forth in this Article 5.17Agreement, whether or not it has received such a determinationthe Stockholders shall, promptly upon receiving notice thereof, inform Purchaser. Distribution Provider reserves The Company shall have the right to make all decisions with regard control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, but only to the prosecution of extent such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Provider shall keep Interconnection Customer informed, shall consider in good faith suggestions from Interconnection Customer about the conduct of the contest, and shall reasonably permit Interconnection Customer or an Interconnection Customer representative to attend contest proceedings. Interconnection Customer shall pay to Distribution Provider on a periodic basis, as invoiced by Distribution Provider, Distribution Provider’s documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Provider may agree to a settlement either with Interconnection Customer's consent or after obtaining written advice from nationally-recognized tax counsel, selected by Distribution Provider, but reasonably acceptable to Interconnection Customer, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's obligation shall be based on proceedings affect the amount of Taxes for which the settlement agreed Company is not entitled to by Interconnection Customerindemnification pursuant to Section 9.1. The Stockholders and their representatives may also participate in any such proceedings at their own expense. Purchaser shall not (and shall cause the Company not to) file or amend any Tax Return with respect to periods ending on or prior to the Closing Date. Notwithstanding anything set forth herein, or if a higher amount, so much taxing authority requests an extension of the settlement that is supported by statute of limitations for assessment and the written advice from nationally-recognized tax counsel selected under Stockholders control such proceeding, the terms extension shall not be granted if the statute of limitations would be extended to a date after five years following the preceding sentence. The settlement amount shall be calculated on a fully-grossed-up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's consent or such written advice will relieve Interconnection Customer from any obligation to indemnify Distribution Provider for the tax at issue in the contestClosing Date.

Contests. In the event any Governmental Authority determines that Distribution Transmission Provider’s receipt of payments or property constitutes income that is subject to taxation, Distribution Transmission Provider shall notify Interconnection Customer, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer and at Interconnection Customer's ’s sole expense, Distribution Transmission Provider may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's ’s written request and sole expense, Distribution Transmission Provider may file a claim for refund with respect to any taxes paid under this Article 5.17, whether or not it has received such a determination. Distribution Transmission Provider reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Transmission Provider shall keep Interconnection Customer informed, shall consider in good faith suggestions from Interconnection Customer about the conduct of the contest, and shall reasonably permit Interconnection Customer or an Interconnection Customer representative to attend contest proceedings. Interconnection Customer shall pay to Distribution Transmission Provider on a periodic basis, as invoiced by Distribution Transmission Provider, Distribution Transmission Provider’s documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Transmission Provider may agree to a settlement either with Interconnection Customer's ’s consent or after obtaining written advice from nationally-recognized tax counsel, selected by Distribution Transmission Provider, but reasonably acceptable to Interconnection Customer, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's ’s obligation shall be based on the amount of the settlement agreed to by Interconnection Customer, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-fully grossed-up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's consent or such written advice will relieve Interconnection Customer from any obligation to indemnify Distribution Transmission Provider for the tax at issue in the contest.

Contests. In the event any Governmental Authority determines that Distribution Provider’s receipt of payments or property constitutes income that is subject to taxation, Distribution Provider shall notify Interconnection Customer, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer and at Interconnection Customer's sole expense, Distribution Provider may appeal, protest, seek abatement of, or otherwise oppose oppose‌ such determination. Upon Interconnection Customer's written request and sole expense, Distribution Provider may file a claim for refund with respect to any taxes paid under this Article 5.17, whether or not it has received such a determination. Distribution Provider reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Provider shall keep Interconnection Customer informed, shall consider in good faith suggestions from Interconnection Customer about the conduct of the contest, and shall reasonably permit Interconnection Customer or an Interconnection Customer representative to attend contest proceedings. Interconnection Customer shall pay to Distribution Provider on a periodic basis, as invoiced by Distribution Provider, Distribution Provider’s documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Provider may agree to a settlement either with Interconnection Customer's consent or after obtaining written advice from nationally-recognized tax counsel, selected by Distribution Provider, but reasonably acceptable to Interconnection Customer, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's obligation shall be based on the amount of the settlement agreed to by Interconnection Customer, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-grossed-up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's consent or such written advice will relieve Interconnection Customer from any obligation to indemnify Distribution Provider for the tax at issue in the contest.

Contests. In the event any Governmental Authority determines that Distribution Transmission Provider’s receipt of payments or property constitutes income that is subject to taxation, Distribution Transmission Provider shall notify Interconnection Customer, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer and at Interconnection Customer's ’s sole expense, Distribution Transmission Provider may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's ’s written request and sole expense, Distribution Transmission Provider may file a claim for refund with respect to any taxes paid under this Article 5.17, whether or not it has received such a determination. Distribution Transmission Provider reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Transmission Provider shall keep Interconnection Customer informed, shall consider in good faith suggestions from Interconnection Customer about the conduct of the contest, and shall reasonably permit Interconnection Customer or an Interconnection Customer representative to attend contest proceedings. Interconnection Customer shall pay to Distribution Transmission Provider on a periodic basis, as invoiced by Distribution Transmission Provider, Distribution Transmission Provider’s documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Transmission Provider may agree to a settlement either with Interconnection Customer's ’s consent or after obtaining written advice from nationally-recognized tax counsel, selected by Distribution Transmission Provider, but reasonably acceptable to Interconnection Customer, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's ’s obligation shall be based on the amount of the settlement agreed to by Interconnection Customer, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-fully grossed-up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's ’s consent or such written advice will relieve Interconnection Customer from any obligation to indemnify Distribution Transmission Provider for the tax at issue in the contest.. Arizona Public Service Company APS Contract No. 52023 LGIA (Large Generator Interconnection Agreement)

Contests. In the event any Governmental Authority determines that Distribution Provider’s 's receipt of payments or property constitutes income that is subject to taxation, Distribution Provider shall notify Interconnection Customer, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer and at Interconnection Customer's sole expense, Distribution Provider may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's written request and sole expense, Distribution Provider may file a claim for refund with respect to any taxes paid under this Article 5.17, whether or not it has received such a determination. Distribution Provider reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Provider shall keep Interconnection Customer informed, shall consider in good faith suggestions from Interconnection Customer about the conduct of the contest, and shall reasonably permit Interconnection Customer or an Interconnection Customer representative to attend contest proceedings. Interconnection Customer shall pay to Distribution Provider on a periodic basis, as invoiced by Distribution Provider, Distribution Provider’s 's documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Provider may agree to a settlement either with Interconnection Customer's consent or after obtaining written advice from nationally-recognized tax counsel, selected by Distribution Provider, but reasonably acceptable to Interconnection Customer, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's obligation shall be based on the amount of the settlement agreed to by Interconnection Customer, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-grossed-up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's consent or such written advice will relieve Interconnection Customer from any obligation to indemnify Distribution Provider for the tax at issue in the contest.

Contests. In the event any Governmental Authority determines that Distribution Transmission Provider’s 's receipt of payments or property constitutes income that is subject to taxation, Distribution Transmission Provider shall notify Interconnection Customer, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer and at Interconnection Customer's sole expense, Distribution Transmission Provider may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's written request and sole expense, Distribution Provider may file a claim for refund with respect to any taxes paid under this Article 5.17, whether or not it has received such a determination. Distribution Provider reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Provider shall keep Interconnection Customer informed, shall consider in good faith suggestions from Interconnection Customer about the conduct of the contest, and shall reasonably permit Interconnection Customer or an Interconnection Customer representative to attend contest proceedings. Interconnection Customer shall pay to Distribution Transmission Provider on a periodic basis, as invoiced by Distribution Transmission Provider, Distribution Transmission Provider’s 's documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Transmission Provider may agree to a settlement either with Interconnection Customer's consent or after obtaining written advice from nationally-recognized tax counsel, selected by Distribution Transmission Provider, but reasonably acceptable to Interconnection Customer, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's obligation shall be based on the amount of the settlement agreed to by Interconnection Customer, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-fully grossed-up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's consent or such written advice will relieve Interconnection Customer from any obligation to indemnify Distribution Transmission Provider for the tax at issue in the contest.

Contests. In the event any Governmental Authority determines that Distribution Providereither of the Connecting Transmission Owner’s receipt of payments or property constitutes income that is subject to taxation, Distribution Provider the affected Connecting Transmission Owner shall notify Interconnection CustomerDeveloper, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer Developer and at Interconnection Customer's Developer’s sole expense, Distribution Provider the affected Connecting Transmission Owner may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's Developer’s written request and sole expense, Distribution Provider the affected Connecting Transmission Owner may file a claim for refund with respect to any taxes paid under this Article 5.17, whether or not it has received such a determination. Distribution Provider Each Connecting Transmission Owner reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Provider the affected Connecting Transmission Owner shall keep Interconnection Customer Developer informed, shall consider in good faith suggestions from Interconnection Customer Developer about the conduct of the contest, and shall reasonably permit Interconnection Customer Developer or an Interconnection Customer Developer representative to attend contest proceedings. Interconnection Customer Developer shall pay to Distribution Provider the affected Connecting Transmission Owner on a periodic basis, as invoiced by Distribution Providerthe affected Connecting Transmission Owner, Distribution Providerthe affected Connecting Transmission Owner’s documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Provider the affected Connecting Transmission Owner may agree to a settlement either with Interconnection Customer's Developer’s consent or after obtaining written advice from nationally-recognized tax counsel, selected by Distribution Providerthe affected Connecting Transmission Owner, but reasonably acceptable to Interconnection CustomerDeveloper, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's Developer’s obligation shall be based on the amount of the settlement agreed to by Interconnection CustomerDeveloper, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-fully grossed-up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's Developer’s consent or such written advice will relieve Interconnection Customer Developer from any obligation to indemnify Distribution Provider the affected Connecting Transmission Owner for the tax at issue in the contest.

Contests. In the event any Governmental Authority determines that Distribution Transmission Provider’s receipt of payments or property constitutes income that is subject to taxation, Distribution Transmission Provider shall notify Interconnection Customer, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer and at Interconnection Customer's ’s sole expense, Distribution Transmission Provider may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's ’s written request and sole expense, Distribution Transmission Provider may file a claim for refund with respect to any taxes paid under this Article 5.17, whether or not it has received such a determination. Distribution Transmission Provider reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Transmission Provider shall keep Interconnection Customer informed, shall consider in good faith suggestions from Interconnection Customer about the conduct of the contest, and shall reasonably permit Interconnection Customer or an Interconnection Customer representative to attend contest proceedings. Interconnection Customer shall pay to Distribution Transmission Provider on a periodic basis, as invoiced by Distribution Transmission Provider, Distribution Transmission Provider’s documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Transmission Provider may agree to a settlement either with Interconnection Customer's ’s consent or after obtaining written advice from nationally-recognized tax counsel, selected by Distribution Transmission Provider, but reasonably acceptable to Interconnection Customer, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's ’s obligation shall be based on the amount of the settlement agreed to by Interconnection Customer, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-fully grossed-up basis bases to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's ’s consent or such written advice will relieve Interconnection Customer from any obligation to indemnify Distribution Transmission Provider for the tax at issue in the contest.

Contests. In the event any Governmental Authority determines that Distribution ProviderTransmission ProviderOwner’s receipt of payments or property constitutes income that is subject to taxation, Distribution Provider Transmission ProviderOwner shall notify Interconnection CustomerCustomerDeveloper, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer CustomerDeveloper and at Interconnection Customer's CustomerDeveloper’s sole expense, Distribution Provider may Transmission ProviderOwner shall appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's CustomerDeveloper’s written request and sole expense, Distribution Provider may Transmission ProviderOwner shall file a claim for refund with respect to any taxes paid under this Article 5.17, whether or not it has received such a determination. Distribution Provider Transmission ProviderOwner reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Provider Transmission ProviderOwner shall keep Interconnection Customer CustomerDeveloper informed, shall consider in good faith suggestions from Interconnection Customer CustomerDeveloper about the conduct of the contest, and shall reasonably permit Interconnection Customer CustomerDeveloper or an Interconnection Customer CustomerDeveloper representative to attend contest proceedings. Interconnection Customer CustomerDeveloper shall pay to Distribution Provider Transmission ProviderOwner on a periodic basis, as invoiced by Distribution ProviderTransmission ProviderOwner, Distribution ProviderTransmission ProviderOwner’s documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. Transmission ProviderOwner will not be required to appeal or seek further review beyond one level of judicial review. At any time during the contest, Distribution Provider Transmission ProviderOwner may agree to a settlement either with Interconnection Customer's CustomerDeveloper’s consent or after obtaining written advice from nationally-recognized tax counsel, selected by Distribution ProviderTransmission ProviderOwner, but reasonably acceptable to Interconnection CustomerCustomerDeveloper, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's CustomerDeveloper’s obligation shall be based on the amount of the settlement agreed to by Interconnection CustomerCustomerDeveloper, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-nationally- recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-grossed-up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's CustomerDeveloper’s consent or such written advice will relieve Interconnection Customer CustomerDeveloper from any obligation to indemnify Distribution Provider Transmission ProviderOwner for the tax at issue in the contest.

Contests. In the event any Governmental Authority determines that Distribution ProviderCompany’s receipt of payments or property constitutes income that is subject to taxation, Distribution Provider Company shall notify Interconnection Customer, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer and at Interconnection Customer's ’s sole expense, Distribution Provider Company may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's ’s written request and sole expense, Distribution Provider Company may file a claim for refund with respect to any taxes paid under this Article 5.17, whether or not it has received such a determination. Distribution Provider Company reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Provider Company shall keep Interconnection Customer informed, shall consider in good faith suggestions from Interconnection Customer about the conduct of the contest, and shall reasonably permit Interconnection Customer or an Interconnection Customer representative to attend contest proceedings. proceedings.‌ Interconnection Customer shall pay to Distribution Provider Company on a periodic basis, as invoiced by Distribution ProviderCompany, Distribution ProviderCompany’s documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Provider Company may agree to a settlement either with Interconnection Customer's ’s consent or after obtaining written advice from nationally-recognized tax counsel, selected by Distribution ProviderCompany, but reasonably acceptable to Interconnection Customer, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's ’s obligation shall be based on the amount of the settlement agreed to by Interconnection Customer, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-fully grossed-up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's ’s consent or such written advice will relieve Interconnection Customer from any obligation to indemnify Distribution Provider Company for the tax at issue in the contest.

Contests. In the event any Governmental Authority determines that Distribution Provider’s Transmission Owner's receipt of payments or property constitutes income that is subject to taxation, Distribution Provider Transmission Owner shall notify Interconnection Customer, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer and at Interconnection Customer's sole expense, Distribution Provider Transmission Owner may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's written request and sole expense, Distribution Provider may Transmission Owner shall file a claim for refund with respect to any taxes paid under this Article 5.17, whether or not it has received such a determination. Distribution Provider Transmission Owner reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Provider Transmission Owner shall keep Interconnection Customer informed, shall consider in good faith suggestions from Interconnection Customer about the conduct of the contest, and shall reasonably permit Interconnection Customer or an Interconnection Customer representative to attend contest proceedings. Interconnection Customer shall pay to Distribution Provider Transmission Owner on a periodic basis, as invoiced by Distribution ProviderTransmission Owner, Distribution Provider’s Transmission Owner's documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Provider Transmission Owner may agree to a settlement either with Interconnection Customer's consent or after obtaining written advice from nationally-recognized tax counsel, selected by Distribution ProviderTransmission Owner, but reasonably acceptable to Interconnection Customer, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's obligation shall be based on the amount of the settlement agreed to by Interconnection Customer, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-fully grossed-up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's consent or such written advice will relieve Interconnection Customer from any obligation to indemnify Distribution Provider Transmission Owner for the tax at issue in the contest.

Contests. In the event any Governmental Authority determines that Distribution ProviderAffected Transmission Owner’s receipt of payments or property constitutes income that is subject to taxation, Distribution Provider Affected Transmission Owner shall notify Interconnection CustomerDeveloper, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer Xxxxxxxxx and at Interconnection Customer's Developer’s sole expense, Distribution Provider Affected Transmission Owner may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's Developer’s written request and sole expense, Distribution Provider Affected Transmission Owner may file a claim for refund with respect to any taxes paid under this Article 5.173.12, whether or not it has received such a determination. Distribution Provider Affected Transmission Owner reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Provider Affected Transmission Owner shall keep Interconnection Customer Developer informed, shall consider in good faith suggestions from Interconnection Customer Developer about the conduct of the contest, and shall reasonably permit Interconnection Customer Developer or an Interconnection Customer Developer representative to attend contest proceedings. Interconnection Customer Developer shall pay to Distribution Provider Affected Transmission Owner on a periodic basis, as invoiced by Distribution ProviderAffected Transmission Owner, Distribution ProviderAffected Transmission Owner’s documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Provider Affected Transmission Owner may agree to a settlement either with Interconnection Customer's Xxxxxxxxx’s consent or after obtaining written advice from nationally-recognized tax counsel, selected by Distribution ProviderAffected Transmission Owner, but reasonably acceptable to Interconnection CustomerDeveloper, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's Developer’s obligation shall be based on the amount of the settlement agreed to by Interconnection CustomerDeveloper, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-fully grossed-up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's Developer’s consent or such written advice will relieve Interconnection Customer Developer from any obligation to indemnify Distribution Provider Affected Transmission Owner for the tax at issue in the contest.

Contests. In the event any Governmental Authority determines that Distribution Provider’s receipt of payments or property constitutes income that is subject to taxation, Distribution Provider shall notify Interconnection Customer, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer and at Interconnection Customer's sole expense, Distribution Provider may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's written request and sole expense, Distribution Provider may file a claim for refund with respect to any taxes paid under this Article 5.17, whether or not it has received such a determination. Distribution Provider reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Provider shall keep Interconnection Customer informed, shall consider in good faith suggestions from Interconnection Customer about the conduct of the contest, and shall reasonably permit Interconnection Customer or an Interconnection Customer representative to attend contest proceedings. proceedings.‌ Interconnection Customer shall pay to Distribution Provider on a periodic basis, as invoiced by Distribution Provider, Distribution Provider’s documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Provider may agree to a settlement either with Interconnection Customer's consent or after obtaining written advice from nationally-recognized tax counsel, selected by Distribution Provider, but reasonably acceptable to Interconnection Customer, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's obligation shall be based on the amount of the settlement agreed to by Interconnection Customer, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-grossed-up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's consent or such written advice will relieve Interconnection Customer from any obligation to indemnify Distribution Provider for the tax at issue in the contest.

Contests. In the event any Governmental Authority determines that Distribution ProviderConnecting Transmission Owner’s receipt of payments or property constitutes income that is subject to taxation, Distribution Provider Connecting Transmission Owner shall notify Interconnection DeveloperInterconnection Customer, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Developer and at Developer’sInterconnection Customer and at Interconnection Customer's ’s sole expense, Distribution Provider Connecting Transmission Owner may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Developer’sInterconnection Customer's ’s written request and sole expense, Distribution Provider Connecting Transmission Owner may file a claim for refund with respect to any taxes paid under this Article 5.17, whether or not it has received such a determination. Distribution Provider Connecting Transmission Owner reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Provider Connecting Transmission Owner shall keep Interconnection DeveloperInterconnection Customer informed, shall consider in good faith suggestions from Interconnection DeveloperInterconnection Customer about the conduct of the contest, and shall reasonably permit Interconnection Developer or an DeveloperInterconnection Customer or an Interconnection Customer representative to attend contest proceedings. Interconnection DeveloperInterconnection Customer shall pay to Distribution Provider Connecting Transmission Owner on a periodic basis, as invoiced by Distribution ProviderConnecting Transmission Owner, Distribution ProviderConnecting Transmission Owner’s documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Provider Connecting Transmission Owner may agree to a settlement either with Interconnection Developer’sInterconnection Customer's ’s consent or after obtaining written advice from nationally-recognized tax counsel, selected by Distribution ProviderConnecting Transmission Owner, but reasonably acceptable to Interconnection DeveloperInterconnection Customer, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Developer’sInterconnection Customer's ’s obligation shall be based on the amount of the settlement agreed to by Interconnection DeveloperInterconnection Customer, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-fully grossed-up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Developer’sInterconnection Customer's ’s consent or such written advice will relieve Interconnection DeveloperInterconnection Customer from any obligation to indemnify Distribution Provider Connecting Transmission Owner for the tax at issue in the contest.

Contests. In the event any Governmental Authority determines that Distribution ProviderConnecting Transmission Owner’s receipt of payments or property constitutes income that is subject to taxation, Distribution Provider Connecting Transmission Owner shall notify Interconnection Customer, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer and at Interconnection Customer's ’s sole expense, Distribution Provider Connecting Transmission Owner may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's ’s written request and sole expense, Distribution Provider Connecting Transmission Owner may file a claim for refund with respect to any taxes paid under this Article 5.17, whether or not it has received such a determination. Distribution Provider Connecting Transmission Owner reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Provider Connecting Transmission Owner shall keep Interconnection Customer informed, shall consider in good faith suggestions from Interconnection Customer about the conduct of the contest, and shall reasonably permit Interconnection Customer or an Interconnection Customer representative to attend contest proceedings. Interconnection Customer shall pay to Distribution Provider Connecting Transmission Owner on a periodic basis, as invoiced by Distribution ProviderConnecting Transmission Owner, Distribution ProviderConnecting Transmission Owner’s documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Provider Connecting Transmission Owner may agree to a settlement either with Interconnection Customer's ’s consent or after obtaining written advice from nationally-recognized tax counsel, selected by Distribution ProviderConnecting Transmission Owner, but reasonably acceptable to Interconnection Customer, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's ’s obligation shall be based on the amount of the settlement agreed to by Interconnection Customer, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-fully grossed-up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's ’s consent or such written advice will relieve Interconnection Customer from any obligation to indemnify Distribution Provider Connecting Transmission Owner for the tax at issue in the contest.

Contests. In the event any Governmental Authority determines that Distribution Transmission Provider’s 's receipt of payments or property property, if any, from Interconnection Customer with respect to Transmission Provider’s Interconnection Facilities constitutes income that is subject to taxation, Distribution Transmission Provider shall notify Interconnection Customer, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer and at Interconnection Customer's sole expense, Distribution Transmission Provider may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's written request and sole expense, Distribution Transmission Provider may file a claim for refund with respect to any taxes paid under this Article 5.17, whether or not it has received such a determination. Distribution Transmission Provider reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Transmission Provider shall keep Interconnection Customer informed, shall consider in good faith suggestions from Interconnection Customer about the conduct of the contest, and shall reasonably permit Interconnection Customer or an Interconnection Customer representative to attend contest proceedings. Interconnection Customer shall pay to Distribution Transmission Provider on a periodic basis, as invoiced by Distribution Transmission Provider, Distribution Transmission Provider’s 's documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Transmission Provider may agree to a settlement either with Interconnection Customer's consent or after obtaining written advice from nationally-recognized tax counsel, selected by Distribution Transmission Provider, but reasonably acceptable to Interconnection Customer, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's obligation shall be based on the amount of the settlement agreed to by Interconnection Customer, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-fully grossed-up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's consent or such written advice will relieve Interconnection Customer from any obligation to indemnify Distribution Transmission Provider for the tax at issue in the contest.

Contests. In the event any Governmental Authority determines that Distribution ProviderTransmission Owner’s receipt of payments or property constitutes income that is subject to taxation, Distribution Provider Transmission Owner shall notify Interconnection Customer, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer and at Interconnection Customer's ’s sole expense, Distribution Provider Transmission Owner may appeal, protest, seek abatement of, or FERC Electric Tariff Generator Interconnection Agreement (GIA) ATTACHMENTS 92.0.0 otherwise oppose such determination. Upon Interconnection Customer's ’s written request and sole expense, Distribution Provider may Transmission Owner shall file a claim for refund with respect to any taxes paid under this Article 5.17, whether or not it has received such a determination. Distribution Provider Transmission Owner reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Provider Transmission Owner shall keep Interconnection Customer informed, shall consider in good faith suggestions from Interconnection Customer about the conduct of the contest, and shall reasonably permit Interconnection Customer or an Interconnection Customer representative to attend contest proceedings. Interconnection Customer shall pay to Distribution Provider Transmission Owner on a periodic basis, as invoiced by Distribution ProviderTransmission Owner, Distribution ProviderTransmission Owner’s documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Provider Transmission Owner may agree to a settlement either with Interconnection Customer's ’s consent or after obtaining written advice from nationally-recognized tax counsel, selected by Distribution ProviderTransmission Owner, but reasonably acceptable to Interconnection Customer, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's ’s obligation shall be based on the amount of the settlement agreed to by Interconnection Customer, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-nationally- recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-fully grossed-up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's ’s consent or such written advice will relieve Interconnection Customer from any obligation to indemnify Distribution Provider Transmission Owner for the tax at issue in the contest.. FERC Electric Tariff Generator Interconnection Agreement (GIA) ATTACHMENTS 92.0.0

Contests. In the event any Governmental Authority determines that Distribution ProviderTransmission Owner’s receipt of payments or property constitutes income that is subject to taxation, Distribution Provider Transmission Owner shall notify Interconnection Customer, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer and at Interconnection Customer's sole expense, Distribution Provider Transmission Owner may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's written request and sole expense, Distribution Provider Transmission Owner may file a claim for refund with respect to any taxes paid under this Article 5.17, whether or not it has received such a determination. Distribution Provider Transmission Owner reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Provider Transmission Owner shall keep Interconnection Customer informed, shall consider in good faith suggestions from Interconnection Customer about the conduct of the contest, and shall reasonably permit Interconnection Customer or an Interconnection Customer representative to attend contest proceedings. Interconnection Customer shall pay to Distribution Provider Transmission Owner on a periodic basis, as invoiced by Distribution ProviderTransmission Owner, Distribution ProviderTransmission Owner’s documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Provider Transmission Owner may agree to a settlement either with Interconnection Customer's consent or after obtaining written advice from nationally-recognized tax counsel, selected by Distribution ProviderTransmission Owner, but reasonably acceptable to Interconnection Customer, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's obligation shall be based on the amount of the settlement agreed to by Interconnection Customer, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-fully grossed-up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's consent or such written advice will relieve Interconnection Customer from any obligation obliga tion to indemnify Distribution Provider Transmission Owner for the tax at issue in the contest.

Contests. In the event any Governmental Authority determines that Distribution Provideran Interconnecting Transmission Owner’s receipt of payments or property constitutes income that is subject to taxation, Distribution Provider that Interconnecting Transmission Owner shall notify Interconnection Customer, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer and at Interconnection Customer's ’s sole expense, Distribution Provider Interconnecting Transmission Owner may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's ’s written request and sole expense, Distribution Provider Interconnecting Transmission Owner may file a claim for refund with respect to any taxes paid under this Article 5.17, whether or not it has received such a determination. Distribution Provider Interconnecting Transmission Owner reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Provider Interconnecting Transmission Owner shall keep Interconnection Customer informed, shall consider in good faith suggestions from Interconnection Customer about the conduct of the contest, and shall reasonably permit Interconnection Customer or an Interconnection Customer representative to attend contest proceedings. Interconnection Customer shall pay to Distribution Provider Interconnecting Transmission Owner on a periodic basis, as invoiced by Distribution ProviderInterconnecting Transmission Owner, Distribution Provider’s documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Provider Interconnecting Transmission Owner may agree to a settlement either with Interconnection Customer's ’s consent or after obtaining written advice from nationally-nationally- recognized tax counsel, selected by Distribution ProviderInterconnecting Transmission Owner, but reasonably acceptable to Interconnection Customer, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's ’s obligation shall be based on the amount of the settlement agreed to by Interconnection Customer, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-nationally recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-fully grossed-up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's ’s consent or such written advice will relieve Interconnection Customer from any obligation to indemnify Distribution Provider Interconnecting Transmission Owner for the tax at issue in the contest.

Contests. In the event any Governmental Authority determines that Distribution ProviderInterconnecting Transmission Owner’s receipt of payments or property constitutes income that is subject to taxation, Distribution Provider Interconnecting Transmission Owner shall notify Interconnection Customer, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer and at Interconnection Customer's ’s sole expense, Distribution Provider Interconnecting Transmission Owner may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's ’s written request and sole expense, Distribution Provider Interconnecting Transmission Owner may file a claim for refund with respect to any taxes paid under this Article 5.17, whether or not it has received such a determination. Distribution Provider Interconnecting Transmission Owner reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Provider Interconnecting Transmission Owner shall keep Interconnection Customer informed, shall consider in good faith suggestions from Interconnection Customer about the conduct of the contest, and shall reasonably permit Interconnection Customer or an Interconnection Customer representative to attend contest proceedings. Interconnection Customer shall pay to Distribution Provider Interconnecting Transmission Owner on a periodic basis, as invoiced by Distribution ProviderInterconnecting Transmission Owner, Distribution Provider’s documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Provider Interconnecting Transmission Owner may agree to a settlement either with Interconnection Customer's ’s consent or after obtaining written advice from nationally-nationally recognized tax counsel, selected by Distribution ProviderInterconnecting Transmission Owner, but reasonably acceptable to Interconnection Customer, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's ’s obligation shall be based on the amount of the settlement agreed to by Interconnection Customer, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-nationally recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-fully grossed-up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's ’s consent or such written advice will relieve Interconnection Customer from any obligation to indemnify Distribution Provider Interconnecting Transmission Owner for the tax at issue in the contest.

Contests. In the event any Governmental Authority determines that Distribution ProviderConnecting Transmission Owner’sNYSEG’s receipt of payments or property constitutes income that is subject to taxation, Distribution Provider Connecting Transmission OwnerNYSEG shall notify Interconnection CustomerDeveloperTrAILCo, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer DeveloperTrAILCo and at Interconnection Customer's Developer’sTrAILCo’s sole expense, Distribution Provider Connecting Transmission OwnerNYSEG may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's Developer’sTrAILCo’s written request and sole expense, Distribution Provider Connecting Transmission OwnerNYSEG may file a claim for refund with respect to any taxes paid under this Article 5.17,5.12, whether or not it has received such a determination. Distribution Provider Connecting Transmission Owner NYSEG reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Provider Connecting Transmission OwnerNYSEG shall keep Interconnection Customer DeveloperTrAILCo informed, shall consider in good faith suggestions from Interconnection Customer DeveloperTrAILCo about the conduct of the contest, and shall reasonably permit Interconnection Customer DeveloperTrAILCo or an Interconnection Customer DeveloperTrAILCo representative to attend contest proceedings. Interconnection Customer DeveloperTrAILCo shall pay to Distribution Provider Connecting Transmission OwnerNYSEG on a periodic basis, as invoiced by Distribution ProviderConnecting Transmission Owner, Distribution ProviderConnecting Transmission Owner’sNYSEG, NYSEG’s documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Provider Connecting Transmission OwnerNYSEG may agree to a settlement either with Interconnection Customer's Xxxxxxxxx’xXxXXXXx’x consent or after obtaining written advice from nationally-recognized nationally-‐recognized tax counsel, selected by Distribution ProviderConnecting Transmission OwnerNYSEG, but reasonably acceptable to Interconnection CustomerDeveloperTrAILCo, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's obligation shall be based on the amount of the settlement agreed to by Interconnection Customer, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-grossed-up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's consent or such written advice will relieve Interconnection Customer from any obligation to indemnify Distribution Provider for the tax at issue in the contest.

Contests. In the event any Governmental Authority determines that Distribution Provider’s JPP receipt of payments or property constitutes income that is subject to taxation, Distribution Provider Operating Agent shall notify Interconnection Customer, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer and at Interconnection Customer's sole expense, Distribution Provider Operating Agent may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's written request and sole expense, Distribution Provider Operating Agent may file a claim for refund with respect to any taxes paid under this Article 5.176, whether or not it has received such a determination. Distribution Provider reserves JPP reserve the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Provider Operating Agent shall keep Interconnection Customer informed, shall consider in good faith suggestions from Interconnection Customer about the conduct of the contest, and shall reasonably permit Interconnection Customer or an Interconnection Customer representative to attend contest proceedings. Interconnection Customer shall pay to Distribution Provider JPP on a periodic basis, as invoiced by Distribution ProviderOperating Agent, Distribution ProviderJPP’s documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Provider JPP may agree to a settlement either with Interconnection Customer's consent or after obtaining written advice from nationally-recognized tax counsel, selected by Distribution ProviderJPP, but reasonably acceptable to Interconnection Customer, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's obligation shall be based on the amount of the settlement agreed to by Interconnection Customer, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-nationally- recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-fully grossed-up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's consent or such written advice will relieve Interconnection Customer from any obligation to indemnify Distribution Provider JPP for the tax at issue in the contest.

Contests. In the event any Governmental Authority determines that Distribution ProviderConnectingAffected Transmission Owner’s receipt of payments or property constitutes income that is subject to taxation, Distribution Provider ConnectingAffected Transmission Owner shall notify Interconnection CustomerDeveloper, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer Xxxxxxxxx and at Interconnection Customer's Developer’s sole expense, Distribution Provider ConnectingAffected Transmission Owner may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's Developer’s written request and sole expense, Distribution Provider ConnectingAffected Transmission Owner may file a claim for refund with respect to any taxes paid under this Article 5.175.173.12, whether or not it has received such a determination. Distribution Provider ConnectingAffected Transmission Owner reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Provider ConnectingAffected Transmission Owner shall keep Interconnection Customer Developer informed, shall consider in good faith suggestions from Interconnection Customer Developer about the conduct of the contest, and shall reasonably permit Interconnection Customer Developer or an Interconnection Customer Developer representative to attend contest proceedings. Interconnection Customer Developer shall pay to Distribution Provider ConnectingAffected Transmission Owner on a periodic basis, as invoiced by Distribution ProviderConnectingAffected Transmission Owner, Distribution ProviderConnectingAffected Transmission Owner’s documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Provider ConnectingAffected Transmission Owner may agree to a settlement either with Interconnection Customer's Xxxxxxxxx’s consent or after obtaining written advice from nationally-nationally- recognized tax counsel, selected by Distribution ProviderConnectingAffected Transmission Owner, but reasonably acceptable to Interconnection CustomerDeveloper, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's Developer’s obligation shall be based on the amount of the settlement agreed to by Interconnection CustomerDeveloper, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-fully grossed-up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's Developer’s consent or such written advice will relieve Interconnection Customer Developer from any obligation to indemnify Distribution Provider ConnectingAffected Transmission Owner for the tax at issue in the contest.

Contests. In the event any Governmental Authority determines that Distribution ProviderConnecting Transmission OwnerNYSEG’s receipt of payments or property constitutes income that is subject to taxation, Distribution Provider Connecting Transmission OwnerNYSEG shall notify Interconnection CustomerDeveloperTrAILCo, in writing, within thirty (30) Calendar Days of receiving notification of such determination by a Governmental Authority. Upon the timely written request by Interconnection Customer DeveloperTrAILCo and at Interconnection Customer's DeveloperTrAILCo’s sole expense, Distribution Provider Connecting Transmission OwnerNYSEG may appeal, protest, seek abatement of, or otherwise oppose such determination. Upon Interconnection Customer's DeveloperTrAILCo’s written request and sole expense, Distribution Provider Connecting Transmission OwnerNYSEG may file a claim for refund with respect to any taxes paid under this Article 5.175.175.12, whether or not it has received such a determination. Distribution Provider Connecting Transmission OwnerNYSEG reserves the right to make all decisions with regard to the prosecution of such appeal, protest, abatement or other contest, including the selection of counsel and compromise or settlement of the claim, but Distribution Provider Connecting Transmission OwnerNYSEG shall keep Interconnection Customer DeveloperTrAILCo informed, shall consider in good faith suggestions from Interconnection Customer DeveloperTrAILCo about the conduct of the contest, and shall reasonably permit Interconnection Customer Developer or an Interconnection Customer DeveloperTrAILCo or an TrAILCo representative to attend contest proceedings. Interconnection Customer DeveloperTrAILCo shall pay to Distribution Provider Connecting Transmission OwnerNYSEG on a periodic basis, as invoiced by Distribution ProviderConnecting Transmission Owner, Distribution ProviderConnecting Transmission OwnerNYSEG, NYSEG’s documented reasonable costs of prosecuting such appeal, protest, abatement or other contest. At any time during the contest, Distribution Provider Connecting Transmission OwnerNYSEG may agree to a settlement either with Interconnection Customer's DeveloperTrAILCo’s consent or after obtaining written advice from nationally-recognized tax counsel, selected by Distribution ProviderConnecting Transmission OwnerNYSEG, but reasonably acceptable to Interconnection CustomerDeveloperTrAILCo, that the proposed settlement represents a reasonable settlement given the hazards of litigation. Interconnection Customer's DeveloperTrAILCo’s obligation shall be based on the amount of the settlement agreed to by Interconnection CustomerDeveloperTrAILCo, or if a higher amount, so much of the settlement that is supported by the written advice from nationally-recognized tax counsel selected under the terms of the preceding sentence. The settlement amount shall be calculated on a fully-fully grossed-up upgrossed‐up basis to cover any related cost consequences of the current tax liability. Any settlement without Interconnection Customer's DeveloperTrAILCo’s consent or such written advice will relieve Interconnection Customer DeveloperTrAILCo from any obligation to indemnify Distribution Provider Connecting Transmission OwnerNYSEG for the tax at issue in the contest.