Common use of Excessive Chargebacks Clause in Contracts

Excessive Chargebacks. i) Microsoft will promptly notify NewCo in writing if any Chargeback rates for the relevant Chargeback period exceed a Network’s threshold for the ratio of Chargebacks to processed Card Transactions or if Microsoft anticipates that Chargebacks for future Chargeback periods will exceed such threshold. Microsoft and NewCo will cooperate in good faith with the goal of reducing the incidence of Chargebacks and avoiding Network Chargeback-related fees and fines. ii) If a financial institution or a Network notifies Microsoft or NewCo that there is an excessive amount of Chargebacks, as determined by the Network Rules, NewCo agrees: (1) to comply with all requirements that may apply as a result of such excessive Chargebacks, provided that all costs of such compliance shall be deducted in determining Net Revenue in accordance with the definition thereof in the Agreement; and (2) with respect to the excessive Chargebacks: