Chargebacks (a) If a Transaction is an Invalid Transaction as denoted in clause 5.2(c), or otherwise constitutes a valid Chargeback in accordance with this Agreement and any relevant Card Scheme Rules, we may in our sole discretion (without a request or demand from a Cardholder):
(i) refuse to accept the Transaction; or
(ii) if the Transaction has been processed, at any time within 180 days of the date of the Transaction, charge that Transaction back to you by debiting the Settlement Account or Fee Account or by otherwise exercising any right under this Agreement.
(b) We may also refuse to accept or Chargeback any Transaction where:
(i) the Cardholder claims the Transaction is invalid or disputes liability for any reason;
(ii) you process a cancelled Recurring Transaction; or
(iii) the Cardholder asserts a claim for set off or counterclaim.
(c) A Transaction is an “Invalid Transaction” and may be subject to Chargeback if:
(i) the Card was not valid at the time of the Transaction (for example, the Card has expired, is not yet valid, or has been cancelled or revoked);
(ii) there is no signature on the Sales Receipt where required or the signature on the Sales Receipt is different to that on the Card;
(iii) the Cardholder did not participate in or authorise the Transaction;
(iv) you used replaced Supplied Equipment after being directed to discontinue such use;
(v) the Sales Receipt has been altered without the Cardholder's authority;
(vi) the Sales Receipt is incomplete or was not presented to us within the relevant timeframe;
(vii) it is subject to dispute, set-off or counterclaim;
(viii) it was processed to your own Card;
(ix) Authorisation for the Transaction was declined for any reason;
(x) it represents the refinance of an existing debt or the collection for a dishonoured cheque;
(xi) it represents a transfer of funds, and not the supply of goods or services, or is a Cash Related Transaction;
(xii) it is not entered into by you and the Cardholder or is not submitted by any authorised third party;
(xiii) it is not processed in accordance with the Operating Procedures or any other term of this Agreement;
(xiv) you issue a credit which does not have a previous offsetting sale; or
(xv) it relates to or is in connection with, the sale of goods or services that are in contravention of the laws of Australia or are otherwise prohibited by us.
(d) If we receive a payment from a Cardholder relating to an Invalid Transaction that has been subject to a Chargeback, we will credit the Settlement Account with an amount equal to that payment, less any amount we are entitled to withhold or set off under this Agreement.
(e) Despite any contract, arrangement or understanding to the contrary, you acknowledge that a Cardholder is entitled to initiate a Chargeback of any Transaction where permitted in accordance with relevant Card Scheme Rules.
Default Exceeding 10% of Firm Shares or Option Shares In the event that the default addressed in Section 6.1 relates to more than 10% of the Firm Shares or Option Shares, you may in your discretion arrange for yourself or for another party or parties to purchase such Firm Shares or Option Shares to which such default relates on the terms contained herein. If, within one (1) Business Day after such default relating to more than 10% of the Firm Shares or Option Shares, you do not arrange for the purchase of such Firm Shares or Option Shares, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party or parties satisfactory to you to purchase said Firm Shares or Option Shares on such terms. In the event that neither you nor the Company arrange for the purchase of the Firm Shares or Option Shares to which a default relates as provided in this Section 6, this Agreement will automatically be terminated by you or the Company without liability on the part of the Company (except as provided in Sections 3.9 and 5 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided, however, that if such default occurs with respect to the Option Shares, this Agreement will not terminate as to the Firm Shares; and provided, further, that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other Underwriters and to the Company for damages occasioned by its default hereunder.
Taxes and Fees Imposed Directly On Either Providing Party or Purchasing Party 13.2.1 Taxes and fees imposed on the providing Party, which are not permitted or required to be passed on by the providing Party to its customer, shall be borne and paid by the providing Party.
13.2.2 Taxes and fees imposed on the purchasing Party, which are not required to be collected and/or remitted by the providing Party, shall be borne and paid by the purchasing Party.
Taxes and Fees Imposed on Purchasing Party But Collected And Remitted By Providing Party 11.3.1 Taxes and fees imposed on the purchasing Party shall be borne by the purchasing Party, even if the obligation to collect and/or remit such taxes or fees is placed on the providing Party.
11.3.2 To the extent permitted by applicable law, any such taxes and/or fees shall be shown as separate items on applicable billing documents between the Parties. Notwithstanding the foregoing, the purchasing Party shall remain liable for any such taxes and fees regardless of whether they are actually billed by the providing Party at the time that the respective service is billed.
11.3.3 If the purchasing Party determines that in its opinion any such taxes or fees are not payable, the providing Party shall not xxxx such taxes or fees to the purchasing Party if the purchasing Party provides written certification, reasonably satisfactory to the providing Party, stating that it is exempt or otherwise not subject to the tax or fee, setting forth the basis therefor, and satisfying any other requirements under applicable law. If any authority seeks to collect any such tax or fee that the purchasing Party has determined and certified not to be payable, or any such tax or fee that was not billed by the providing Party, the purchasing Party may contest the same in good faith, at its own expense. In any such contest, the purchasing Party shall promptly furnish the providing Party with copies of all filings in any proceeding, protest, or legal challenge, all rulings issued in connection therewith, and all correspondence between the purchasing Party and the taxing authority.
11.3.4 In the event that all or any portion of an amount sought to be collected must be paid in order to contest the imposition of any such tax or fee, or to avoid the existence of a lien on the assets of the providing Party during the pendency of such contest, the purchasing Party shall be responsible for such payment and shall be entitled to the benefit of any refund or recovery.
11.3.5 If it is ultimately determined that any additional amount of such a tax or fee is due to the imposing authority, the purchasing Party shall pay such additional amount, including any interest and penalties thereon.
11.3.6 Notwithstanding any provision to the contrary, the purchasing Party shall protect, indemnify and hold harmless (and defend at the purchasing Party’s expense) the providing Party from and against any such tax or fee, interest or penalties thereon, or other charges or payable expenses (including reasonable attorney fees) with respect thereto, which are incurred by the providing Party in connection with any claim for or contest of any such tax or fee.
11.3.7 Each Party shall notify the other Party in writing of any assessment, proposed assessment or other claim for any additional amount of such a tax or fee by a taxing authority; such notice to be provided, if possible, at least ten (10) days prior to the date by which a response, protest or other appeal must be filed, but in no event later than thirty (30) days after receipt of such assessment, proposed assessment or claim.
