(a) (Revenue): For the purposes of this clause 61, "Revenue" has the meaning given in clause 61.1(g).
(b) (GST exclusive amounts): Unless otherwise expressly stated all amounts referred to in this Deed are exclusive of GST.
(c) (GST payable by Supplier): If GST becomes payable on any Taxable Supply made by a party (Supplier) under or in connection with this Deed:
(i) any amount payable or consideration to be provided in accordance with any other provision of this Deed for that supply (Agreed Amount) is exclusive of GST;
(ii) an additional amount will be payable by the party which is the recipient of the Taxable Supply (Recipient), equal to the amount of GST payable on that Taxable Supply as calculated by the Supplier in accordance with the GST Law, which will be payable at the same time and in the same manner as for the Agreed Amount; and
(iii) the Supplier will provide a Tax Invoice to the Recipient in connection with that supply, either at the time expressly set out in any other provision of this Deed or no later than the time at which the Agreed Amount for that Taxable Supply is to be provided under this Deed. The Recipient is not obliged to pay any amount in accordance with this clause 61.1(c) unless and until a Tax Invoice is received by the Recipient in connection with the Taxable Supply (unless the Recipient is required to issue the Tax Invoice).
(d) (Variation in GST payable): If for any reason, the GST payable by the Supplier in connection with a supply it makes under or in connection with this Deed (incorporating any increasing adjustments or decreasing adjustments relating to that supply) varies from the additional amount it received from the Recipient under clause 61.1(c) in connection with that supply, the Supplier will provide a refund or credit to, or will be entitled to receive from, the Recipient (as applicable) the amount of this variation. If an adjustment event occurs in relation to a supply, and unless the Recipient is required to issue the Adjustment Note:
(i) the Supplier will issue an Adjustment Note to the Recipient in connection with that supply within 14 days after becoming aware of that adjustment event occurring; and
(ii) no additional amount will be payable by the Recipient unless and until an Adjustment Note is received by the Recipient.
(e) (GST ceasing to be payable): No amount is payable by a party in accordance with clause 61.1(c) or clause 61.1(d) to the extent that the GST to which the amount relates has ceased to be payable by or refundable to the Supplier by the Commissioner of Taxation under the GST Law.
(f) (Expert Determination): If the Recipient is dissatisfied with any calculation to be made by the Supplier in accordance with this clause 61.1 the Recipient may, at its own expense and after notifying the Supplier accordingly, refer the matter to an independent expert nominated by the President of the Institute of Chartered Accountants for expert determination, which will be final and binding. The expert will act as an expert and not as an arbitrator and must take into account the terms of this Deed, the matters required to be taken into account by the Supplier in accordance with this clause 61 and any other matter considered by the expert to be relevant to the determination. The parties release the expert from any liability in acting as an expert, except in the case of fraud on the part of the expert.
(g) (Revenue net of GST): Any reference in this Deed or any Project Document to price, value, sales, revenue, profit or a similar amount (Revenue), is a reference to the GST exclusive component of that Revenue, unless the contrary intention is expressed.
(h) (Cost net of GST): Any reference in this Deed or any Project Document to cost, expense, liability or other similar amount (Cost) of a party, is a reference to that Cost reduced by the Input Tax Credits to which the party is entitled in respect of such Cost, unless the contrary intention is expressed.
(i) (State Contribution): Notwithstanding any other provision of this clause 61.1:
(i) the parties intend that the State will not bear any net costs (including funding costs arising from timing differences) in respect of GST payable on any Taxable Supply to which the State Contribution relates;
(ii) the parties will use their reasonable endeavours to obtain and implement an agreement by the Commissioner of Taxation to offset, in the parties' running balance accounts, Project Co's liability to pay GST on a Taxable Supply to which the State Contribution relates and the State's entitlement to Input Tax Credits for a Creditable Acquisition to which the State Contribution relates. The setting off by the Commissioner of Taxation of these amounts in the parties' running balance accounts will be taken to satisfy any obligation of the State to pay to Project Co an amount in respect of GST on the relevant Taxable Supply (whether or not the amount set-off is equal to the whole of that GST);
(iii) Project Co must issue the State a Tax Invoice for any Taxable Supply to which the relevant State Contribution relates in accordance with clause 33.2(a);
(iv) the State is not obliged to make a payment to Project Co in respect of GST in respect of a Supply to which the State Contribution relates on a payment date in accordance with clause 33.2(b) (as applicable) until it has (acting reasonably and in accordance with clause 61.1(i)(ii)) received the benefit of an Input Tax Credit for such GST (by the Input Tax Credit being offset against a GST or other tax liability, credited to the State's running balance account, being refunded to the State or a combination of the above);
(v) if the State is denied an Input Tax Credit by the Australian Tax Office, a Court or other appropriate Authority for all or part of the GST in respect of the State Contribution, Project Co must reimburse the State for any relevant GST it has paid in excess of its Input Tax Credit entitlement and indemnify the State for an amount equal to any penalty or interest as a result of claiming an Input Tax Credit for the whole of the GST on that State Contribution;
(vi) if clause 61.1(i)(v) applies, the State must co-operate with Project Co as reasonably required by Project Co to enable the State and Project Co to discuss with the Australian Tax Office the reasons for the denial of an Input Tax Credit and will take reasonable steps, as reasonably directed by Project Co, to dispute the denial (provided that the obligation to dispute is not a condition precedent to the operation of clause 61.1(i)(v)). Project Co indemnifies the State for its costs incurred in disputing any denial of an Input Tax Credit;
(vii) if, as a result of clause 61.1(i)(vi), the State's entitlement to an Input Tax Credit is increased, the State must promptly pay to Project Co an amount equal to that increase together with any interest to which the State is entitled in relation to that amount;
(viii) the State must take all reasonable steps to ensure it (or the State entity that is treated as making the supplies and acquisitions under the State Project Documents for GST purposes) receives the benefit of the Input Tax Credit from the Australian Taxation Office as quickly as possible, including:
A. claiming the Input Tax Credit in the Business Activity Statement for the Tax Period to which the Input Tax Credit is attributable;
B. lodging the Business Activity Statement in which the Input Tax Credit is reported no later than the due date for that Business Activity Statement;
C. forwarding any queries or correspondence from the Commissioner of Taxation in respect of that Business Activity Statement (but only to the extent that the queries or correspondence relates to the relevant Input Tax Credit) to Project Co; and
D. promptly informing Project Co of any delays or other related issues in respect of the Input Tax Credit;
(ix) if at any time this Deed is terminated, the obligation of the State to pay Project Co any amount in accordance with clause 61.1(i)(iv) continues in full force and effect and is an obligation separate, independent and additional to the State's obligation to make a Termination Payment in accordance with clause 46.6. Notwithstanding the termination of this Deed, the State is obliged to use reasonable endeavours to obtain the Input Tax Credit and to pay to Project Co each amount in accordance with clause 61.1(i)(iv); and
(x) if at any time this Deed is terminated, the obligation of Project Co to pay the State any amount in accordance with clause 61.1(i)(v) continues in full force and effect.
(j) (General obligation): Each party agrees to do all things, including providing Tax Invoices and other documentation, that may be necessary or desirable to enable or assist the other party in determining its GST payable on any supply made by that other party in connection with this Deed, or any Input Tax Credits, adjustments or refunds in relation to any amount of GST paid or payable in connection with any supply made in connection with this Deed.
(k) (GST Groups): For the purposes of this Deed, a reference to GST payable on a Taxable Supply made by a party includes any corresponding GST payable by the representative member of any GST group of which that party is a member and a reference to an Input Tax Credit entitlement of a party includes any corresponding Input Tax Credit entitlement of the representative member of any GST group of which that party is a member, and if a party to this Deed makes a Taxable Supply by virtue of entering into or performing this Deed and the 'recipient' of that Taxable Supply (within the meaning of the GST Act) is an Associate of another party to this Deed that other party to this Deed will be obliged either to pay the amount referred to in clause 61.1(c)(ii) or procure that the actual recipient pays the relevant amount, and the payer of that amount will be the 'Recipient' for the purposes of this clause 61.1 in relation to the relevant Taxable Supply.
(l) (Project Deed to prevail): If, but for this clause 61.1(l), a GST clause in another Project Document would apply in connection with a Taxable Supply to which this clause 61.1 also applies, then this clause 61.1 will apply in connection with that supply and the GST clause in the other Project Document will not apply.
(m) (Definitions): In this clause 61.1 unless otherwise defined in this Deed, terms used have the meanings given to them in the GST Law.