Common use of Refund Clause in Contracts

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer to Connecting 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 Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting 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 Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer the following: Any payment made by Developer under this Article 5.17 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 Connecting Transmission Owner for such taxes which Connecting 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 Connecting Transmission Owner refunds such payment to Developer, and With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting 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 Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting 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 Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer Interconnection Customer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer Interconnection Customer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer Interconnection Customer the following: Any payment made by Developer Interconnection Customer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, Interest on any amounts paid by Developer Interconnection Customer to Connecting Transmission Owner for such taxes which Connecting 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 Interconnection Customer to the date Connecting Transmission Owner refunds such payment to DeveloperInterconnection Customer, and With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting 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 Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer Interconnection Customer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of this provision is to leave both the Developer Interconnection Customer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In If a Tax Indemnitee obtains a refund or credit or would have received such refund or credit but for a counterclaim or other claim not indemnified by NRG hereunder against which such refund or credit has not been applied (an “offset refund or credit”) of all or part of any Taxes paid, reimbursed or advanced by NRG pursuant to this Section 12.2, the event Tax Indemnitee shall pay to NRG within fifteen (15) days of such receipt, or in the case of an offset refund or credit, within fifteen (15) days of the resolution of such contest (x) the amount of such refund or credit (net of any Tax payable by the Tax Indemnitee as a result of the receipt or accrual of such refund or credit) plus (y) an amount equal to any Tax Benefit realized by such Tax Indemnitee by reason of such payment to NRG (determined using the same assumptions as set forth in the second sentence under the definition of After-Tax Basis), provided that (aA) if at the time such payment is due to NRG a private letter ruling Lease Event of Default shall have occurred and be continuing, such amount shall not be payable until such Lease Event of Default has been cured, and (B) the amount payable to NRG pursuant to this sentence shall not exceed the amount of the indemnity payment in respect of such refunded or credited Taxes that was made by NRG (and such excess shall be carried forward and applied to reduce pro tanto any subsequent obligations of NRG to make payments to such Tax Indemnitee pursuant to this Section 12.2). If it is issued subsequently determined that the Tax Indemnitee was not entitled to Connecting Transmission Owner such refund or credit, the portion of such refund or credit that is required to be repaid or recaptured will be treated as Taxes for which holds that any amount paid or NRG must indemnify the value of any property transferred by Developer Tax Indemnitee pursuant to Connecting Transmission Owner under the terms of this Agreement is not subject Section 12.2 without regard to federal income taxation, paragraph (b) any legislative change hereof. If, in connection with a refund or administrative announcement, notice, ruling credit of all or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value part of any property transferred Taxes paid, reimbursed or advanced by Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting 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 Connecting Transmission Owner NRG pursuant to this AgreementSection 12.2, Connecting Transmission Owner a Tax Indemnitee receives an amount representing interest on such refund or credit, the Tax Indemnitee shall promptly refund pay to Developer NRG within fifteen (15) days (1) the following: Any payment made by Developer under this Article 5.17 for taxes amount of such interest that is shall be fairly attributable to the amount determined to be non-taxablesuch Taxes paid, together with interest thereon, Interest on any amounts paid reimbursed or advanced by Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit NRG prior 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 Connecting Transmission Owner refunds receipt of such payment to Developer, and With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives (net of Taxes payable in respect of the receipt or to which it may be entitled from accrual of such interest) and (2) any Governmental Authority, interest (or that portion thereof attributable to the payment described in clause (i), above) owed to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority Tax savings resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer only after and to payments made by the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of Tax Indemnitee under this provision is to leave both the Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been madeSection 12.2.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer to Connecting 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 Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting 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 Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer the following: Any payment made by Developer under this Article 5.17 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 Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit to the taxing authority, calculated in accordance with the methodology set forth in FERC’s 's regulations at 18 C.F.R. §35.19a(a)(2)(iii) from the date payment was made by Developer to the date Connecting Transmission Owner refunds such payment to Developer, and (ii) With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting 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 Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s 's Attachment Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer to Connecting 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 Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting 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 Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer the following: Any payment made by Developer under this Article 5.17 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 Connecting Transmission Owner for such taxes which Connecting 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 Connecting Transmission Owner refunds such payment to Developer, and With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting 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 Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made.

Refund. In If in the event ordinary course of administering its Tax affairs any Tax Indemnitee determines or discovers the existence of a refund, or that such Tax Indemnitee is entitled to a credit against other liability, which such refund or credit is in whole or in part directly attributable to any Taxes paid, reimbursed, or advanced by Borrower pursuant to Section 10(c), such Tax Indemnitee shall pay to Borrower within 30 days of such receipt an amount equal to the lesser of (a) the amount of such refund or credit that is directly attributable to Taxes paid, reimbursed or advanced by Borrower plus any net tax benefit (taking into account any Taxes incurred by such Tax Indemnitee by reason of the receipt of such refund or realization of such credit) actually realized by such Tax Indemnitee as a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value result of any property transferred payment by Developer such Tax Indemnitee made pursuant to Connecting Transmission Owner under the terms of this Agreement is not subject to federal income taxationsentence (including this clause (a)), and (b) any legislative change or administrative announcementsuch tax payment, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protestreimbursement, or other contest results in a determination that any payments or transfers advance by Borrower to such Tax Indemnitee theretofore made by Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting 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 Connecting Transmission Owner pursuant to this AgreementSection 10(c) (and the excess, Connecting Transmission Owner shall promptly refund to Developer the following: Any payment made by Developer under this Article 5.17 for taxes that is attributable to if any, of the amount determined to be non-taxable, together with interest thereon, Interest on any amounts paid by Developer to Connecting Transmission Owner for such taxes which Connecting 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 Connecting Transmission Owner refunds such payment to Developer, and With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting 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 (ia) over the amount described in clause (b) shall be carried forward and applied to reduce pro tanto any subsequent obligation of Borrower to make payments to such Tax Indemnitee pursuant to this Section 10(c)). If, above) owed in addition to the Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset refund or credit); provided, howeversuch Tax Indemnitee receives (or is credited with) an amount representing interest on the amount of such refund or credit, such Tax Indemnitee shall pay to Borrower within thirty (30) days after receiving or realizing such credit that Connecting Transmission Owner will remit proportion of such interest fairly attributable to Taxes paid, reimbursed, or advanced by Borrower before the receipt of such refund or realization of such credit. If a Tax Indemnitee pays Borrower any amount promptly to Developer only after under this Section 10(c)(vi) and if and to the extent that Connecting Transmission Owner it is subsequently determined pursuant to a contest conducted in accordance with Section 10(c)(v) that such Tax Indemnitee was not entitled to the refund for which such Tax Indemnitee made such payment to Borrower, such determination shall be treated as the imposition of a Tax for which Borrower is obligated to indemnify such Tax Indemnitee pursuant to the provisions of Section 10(c)(ii), without regard to the provisions of Section 10(c)(iii) (other than Section 10(c)(iii)(5), (8) or (10)). Notwithstanding anything to the contrary herein, if Borrower provides a Tax Indemnitee with a written notice setting forth facts and circumstances which create a reasonable possibility of a refund of (or a credit against other liability with respect to) an indemnified Tax, such Tax Indemnitee shall make a determination as to whether it has received such a tax refundrefund (or is entitled to such a credit). If a Tax Indemnitee determines that it has received such a refund (or is entitled to such a credit) it shall pay such refund (or the amount of such credit) to Borrower in accordance with the terms of this Section 10(c)(vi). For the avoidance of doubt, credit in no event shall any Tax Indemnitee be required to make available any of its Tax Documents (or offset from any Governmental Authority for any applicable overpayment of income tax other information related to the Connecting Transmission Owner’s Attachment Facilities. The intent its Taxes it deems confidential), to Borrower or any other Person (except as provided in Section 10(c)(iv)(2) of this provision is to leave both the Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been madeAgreement).

Refund. In If a Tax Indemnitee obtains a refund or credit of all or part of any Taxes paid, reimbursed or advanced by Old Dominion pursuant to this Section 8.2, the event Tax Indemnitee promptly shall pay to Old Dominion the amount of such refund or credit plus or minus any net tax benefit or detriment realized by such Tax Indemnitee as a result of any payment by such Tax Indemnitee made pursuant to this sentence (taking into account any Taxes incurred by such Tax Indemnitee by reason of the receipt or accrual of such refund or credit as well as any Tax benefits or credits by reason of such payment to Old Dominion (determined using the same assumptions as set forth in the second sentence under the definition of After-Tax Basis)), PROVIDED that (aA) if at the time such payment is due to Old Dominion a private letter ruling is issued Payment Default or an Event of Default under the Equipment Operating Lease or the Foundation Operating Lease shall have occurred and be continuing, such amount shall not be payable until such Payment Default or Event of Default under the Equipment Operating Lease or the Foundation Operating Lease has been cured, and (B) the amount payable to Connecting Transmission Owner which holds that Old Dominion pursuant to this sentence (net of any amount paid or the value in respect of any property transferred tax benefit realized by Developer reason of the payment hereunder) shall not exceed the amount of the indemnity payment in respect of such refunded or credited Taxes that was made by Old Dominion (net of any amount that was necessary to Connecting Transmission Owner under make such payment on an After-Tax Basis). If, in connection with a refund or credit of all or part of any Taxes paid, reimbursed or advanced by Old Dominion pursuant to this Section 8.2, a Tax Indemnitee receives an amount representing interest on such refund or credit, the terms Tax Indemnitee promptly shall pay to Old Dominion the amount of such interest that shall be fairly attributable to such Taxes paid, reimbursed or advanced by Old Dominion prior to the receipt of such refund or credit net of Taxes payable in respect of such receipt. If it is subsequently determined that the Tax Indemnitee was not entitled to such refund or credit, the portion of such refund or credit that is repaid or recaptured will be treated as Taxes for which Old Dominion must indemnify the Tax Indemnitee pursuant to this Agreement is not subject Section 8.2 without regard to federal income taxation, paragraph (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting 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 Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer the following: Any payment made by Developer under this Article 5.17 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 Connecting Transmission Owner for such taxes which Connecting 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 Connecting Transmission Owner refunds such payment to Developer, and With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting 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 Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been madehereof.

Refund. In If a Tax Indemnitee obtains a refund or credit of all or part of any Taxes paid, reimbursed or advanced by Oglethorpe pursuant to this Section 11.2, the event Tax Indemnitee promptly shall pay to Oglethorpe the amount of such refund or credit plus or minus any net Tax benefit or detriment realized by such Tax Indemnitee as a result of any Taxes incurred by such Tax Indemnitee by reason of the receipt or accrual of such refund or credit as well as any Tax benefits or credits by reason of such payment to Oglethorpe (determined using the same assumptions as set forth in the second sentence under the definition of After-Tax Basis), provided that (aA) if at the time such payment is due to Oglethorpe a private letter ruling is issued Bankruptcy Default, Payment Default or Event of Default under the Facility Lease or a Sublease Bankruptcy Default, Sublease Payment Default or Sublease Event of Default shall have occurred and be continuing, such amount shall not be payable until such Bankruptcy Default, Payment Default or Event of Default under the Facility Lease or Sublease Bankruptcy Default, Sublease Payment Default, or Sublease Event of Default has been cured, and (B) the amount payable to Connecting Transmission Owner which holds that Oglethorpe pursuant to this sentence (net of any amount paid or the value in respect of any property transferred tax benefit realized by Developer reason of the payment hereunder) shall not exceed the amount of the indemnity payment in respect of such refunded or credited Taxes that was made by Oglethorpe (net of any amount that was necessary to Connecting Transmission Owner under make such payment on an After-Tax Basis). If it is subsequently determined that the terms Tax Indemnitee was not entitled to such refund or credit, the portion of such refund or credit that is repaid or recaptured will be treated as Taxes for which Oglethorpe must indemnify the Tax Indemnitee pursuant to this Agreement is not subject Section 11.2 without regard to federal income taxation, paragraph (b) any legislative change hereof. If, in connection with a refund or administrative announcement, notice, ruling credit of all or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value part of any property transferred Taxes paid, reimbursed or advanced by Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting 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 Connecting Transmission Owner Oglethorpe pursuant to this AgreementSection 11.2, Connecting Transmission Owner a Tax Indemnitee receives an amount representing interest on such refund or credit, the Tax Indemnitee promptly shall promptly refund pay to Developer Oglethorpe the following: Any payment made by Developer under this Article 5.17 for taxes amount of such interest that is shall be fairly attributable to the amount determined to be non-taxablesuch Taxes paid, together with interest thereon, Interest on any amounts paid reimbursed or advanced by Developer to Connecting Transmission Owner for such taxes which Connecting Transmission Owner did not submit Oglethorpe prior 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 Connecting Transmission Owner refunds receipt of such payment to Developer, and With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting Transmission Owner receives or to which it may be entitled from any Governmental Authority, interest (or that portion thereof attributable to the payment described net of Taxes payable in clause (i), above) owed to the Connecting Transmission Owner for respect of such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been madereceipt.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer to Connecting 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 Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting 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 Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer the following: Any payment made by Developer under this Article 5.17 for taxes that is attributable to the amount determined to Purchased tickets will only be non-taxable, together with interest thereon, Interest on any amounts paid by Developer to Connecting Transmission Owner for such taxes which Connecting 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 Connecting Transmission Owner refunds such payment to Developer, and With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting 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 Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of this provision is to leave both the Developer and Connecting Transmission Owner, to the extent practicable, refunded in the event that of cancellation. The individual organizer is your contracting party and thus liable to refund the ticket price in case of cancellation. Eventim will carry out the refund on behalf of and on request by the organizer. The repayment will be transferred to the card used when purchasing the tickets. As distributor, Eventim is not liable for your losses arising from the organizer´s suspension of payments, bankruptcy, cancellation of event or due to other defects regarding the event. Consequently, you waive any right to make claim against Eventim. NB! Charged ticket fees, other fees, cancellation insurances as well as any delivery costs paid when purchasing the ticket, will not be refunded in case of cancellation/relocation. There is no taxes right to revoke tickets purchased at Eventim. Liability EVENTIM ASSUMES NO LIABILITY AGAINST YOU, EXECPT THE ABOVE SECTIONS AND REQUIRED REGULATIONS. EVENTIM SVERIGE AB ASSUMES UNDER NO CIRCUMSTANCES LIABILITY FOR INDIRECT LOSS OR CONSEQUENTIAL DAMAGE, INCLUDING LOSS OR DAMAGE OF DATA. EVENTIM´S RESPONSEBILITY FOR DAMAGES TO PERSONS AND OBJECTS, ETC. IS LIMITED TO CIRCUMSTANCES RELATED TO GROSS NEGLIENCE CAUSED BY EVENTIM SVERIGE AB AND LIABILITY IN ACCORDANCE TO THE REQUIRED GENERAL COMPENSATION RULES. Personal data Eventim register and use personal data in accordance to our Cookies- and Personal Data Complaint Any type of complaint relating to the event is to be addressed to the organizer, as this is your contracting party However, if you are due unsatisfied with respect anything in connection with your purchase of tickets, please contact Eventim's Customer Service at xxxxxxxxxxx@xxxxxxx.xx or by phone +00-000000000. Should you not find a solution with the organizer, you can make a complaint to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunderThe Consumer Complaints Board ( Konsumentverket), Konsumentverket, Xxx 00, 000 00 Xxxxxxxx, Xxxxxx, if the requirements are met. The complaint to the Consumer Complaints Board can be made via xxxx://xxx.xxxxxxxxxxxxxxx.xx/kontakt-och-vagledning/ When submitting the complaint, you need to state the organizer´s email address. Furthermore, you can use the European Commission´s online Dispute Resolution in order to make a complaint. This is in particular relevant if you are living in another EU country. The complaint is to be submitted via: xxxx://xx.xxxxxx.xx/odr. When submitting the same position they would have been in had no such tax payments been madecomplaint, you need to state the organizer´s email address.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting 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 Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer Interconnection Customer to Connecting Transmission Owner under the terms of this Agreement is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer Interconnection Customer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer Interconnection Customer to Connecting Transmission Owner pursuant to this Agreement, Connecting Transmission Owner shall promptly refund to Developer Interconnection Customer the following: Any payment made by Developer Interconnection Customer under this Article 5.17 for taxes that is attributable to the amount determined to be non-taxable, together with interest thereon, Interest on any amounts paid by Developer Interconnection Customer to Connecting Transmission Owner for such taxes which Connecting 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 Interconnection Customer to the date Connecting Transmission Owner refunds such payment to DeveloperInterconnection Customer, and With respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting 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 Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer Interconnection Customer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of this provision is to leave both the Developer Interconnection Customer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been made. Taxes Other Than Income Taxes. Upon the timely request by Interconnection Customer, and at Interconnection Customer’s sole expense, Connecting Transmission Owner shall appeal, protest, seek abatement of, or otherwise contest any tax (other than federal or state income tax) asserted or assessed against Connecting Transmission Owner for which Interconnection Customer may be required to reimburse Connecting Transmission Owner under the terms of this Agreement. Interconnection Customer shall pay to Connecting Transmission Owner on a periodic basis, as invoiced by Connecting Transmission Owner, Connecting Transmission Owner’s documented reasonable costs of prosecuting such appeal, protest, abatement, or other contest. Interconnection Customer and Connecting Transmission Owner shall cooperate in good faith with respect to any such contest. Unless the payment of such taxes is a prerequisite to an appeal or abatement or cannot be deferred, no amount shall be payable by Interconnection Customer to Connecting Transmission Owner for such taxes until they are assessed by a final, non-appealable order by any court or agency of competent jurisdiction. In the event that a tax payment is withheld and ultimately due and payable after appeal, Interconnection Customer will be responsible for all taxes, interest and penalties, other than penalties attributable to any delay caused by Connecting Transmission Owner. Tax Status; Non-Jurisdictional Entities.

Refund. In the event that (a) a private letter ruling is issued to Connecting Transmission Owner which holds that any amount paid or the value of any property transferred by Developer New Service Customer to Connecting Transmission Owner under the terms of this Agreement Upgrade CSA is not subject to federal income taxation, (b) any legislative change or administrative announcement, notice, ruling or other determination makes it reasonably clear to Connecting Transmission Owner in good faith that any amount paid or the value of any property transferred by Developer New Service Customer to Connecting Transmission Owner under the terms of this Agreement Upgrade CSA is not taxable to Connecting Transmission Owner, (c) any abatement, appeal, protest, or other contest results in a determination that any payments or transfers made by Developer New Service Customer to Connecting Transmission Owner are not subject to federal income tax, or (d) if Connecting Transmission Owner receives a refund from any taxing authority for any overpayment of tax attributable to any payment or property transfer made by Developer New Service Customer to Connecting Transmission Owner pursuant to this AgreementUpgrade CSA (each of (a), Connecting (b), (c), or (d), a “Favorable Tax Determination”), Transmission Owner shall promptly refund to Developer New Service Customer the following: Any (i) any payment made by Developer New Service Customer under this Article 5.17 Section 4 for taxes that is are attributable to the amount determined to be non-taxable, together with interest thereon, Interest ; (ii) interest on any amounts paid by Developer New Service Customer to Connecting Transmission Owner for such taxes which Connecting 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§ 35.19a(a)(2)(ii) from the date payment was made by Developer New Service Customer to the date Connecting Transmission Owner refunds such payment to Developer, New Service Customer; and With (iii) with respect to any such taxes paid by Connecting Transmission Owner, any refund or credit Connecting 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 Connecting Transmission Owner for such overpayment of taxes (including any reduction in interest otherwise payable by Connecting Transmission Owner to any Governmental Authority resulting from an offset or credit); provided, however, that Connecting Transmission Owner will remit such amount promptly to Developer New Service Customer only after and to the extent that Connecting Transmission Owner has received a tax refund, credit or offset from any Governmental Authority for any applicable overpayment of income tax related to the Connecting Transmission Owner’s Attachment Facilities. The intent of Direct Assignment Facilities or Customer-Funded Upgrades identified in Appendix I to this provision is to leave both the Developer and Connecting Transmission Owner, to the extent practicable, in the event that no taxes are due with respect to any payment for Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades hereunder, in the same position they would have been in had no such tax payments been madeCSA.