Common use of Definitions Project Documents Clause in Contracts

Definitions Project Documents. 1.1 Definitions; Construction and Interpretation of Agreement (a) Definitions for all capitalized terms used in this PPA are contained in Schedule 1 (Definitions) hereto. If any such terms are used in any other Project Document, unless expressly provided otherwise, they shall have the same respective meanings therein as defined herein. (b) The language in all parts of this PPA shall in all cases be construed simply, as a whole and in accordance with its fair meaning and not strictly for or against any Party. The Parties hereto acknowledge and agree that this PPA has been prepared jointly by the Parties and has been the subject of arm’s length and careful negotiation over a considerable period of time, that each Party has been given the opportunity to independently review this PPA with legal counsel, and that each Party has the requisite experience and sophistication to understand, interpret and agree to the particular language of the provisions hereof. Accordingly, in the event of an ambiguity in or Dispute regarding the interpretation of this PPA, this PPA shall not be interpreted or construed against the Party preparing it, and instead the other applicable rules of interpretation and construction set out herein shall be utilized. (c) Any references to any covenant, condition, obligation and/or undertaking herein, hereunder or pursuant hereto (or language of like import) mean, refer to and include the covenants, conditions, obligations and undertakings existing in this PPA and any Exhibits, Schedules, Forms, Appendices, addenda, attachments or other documents affixed to or expressly incorporated by reference in this PPA. The words herein, hereof and hereunder and any other words of similar import shall be construed to refer to this PPA in its entirety and not to any particular provision of this PPA. All terms defined in this PPA shall be deemed to have the same meanings in all Exhibits, Schedules, Forms, Appendices, addenda, attachments or other documents affixed to or expressly incorporated by reference in this PPA, unless the context thereof clearly requires the contrary. All references to this PPA or any other agreement shall include all Exhibits, Schedule, Forms, Appendices, addenda, attachments or other documents affixed to or expressly incorporated herein or therein by reference. Unless expressly provided otherwise, all references to Articles, Sections, subsections, clauses, Exhibits, Schedules, Forms and Appendices refer to the Articles, Sections, subsections, clauses, Exhibits, Schedules, Forms and Appendices set out in or attached to this PPA, as applicable. Unless otherwise stated in this PPA or the other Project Documents, words which have well-known technical or construction industry meanings are used in this PPA or the other Project Documents in accordance with such recognized meanings. All references to a subsection or clause above or below refer to the denoted subsection or clause within the Section in which the reference appears. Wherever the word including, includes or include is used in the Project Documents, it shall be deemed to be followed by the words without limitation. In the computation of periods of time from a specified date to a later specified date, the word from means from and including and the words to and until mean to and including. (d) As used in this PPA and as the context may require, (i) the singular includes the plural and vice versa, and the masculine gender includes the feminine and vice versa; (ii) any definition of or reference to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document as amended, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, supplements or modifications set out herein or therein); and (iii) any reference to a Person shall be construed to include such Person’s permitted successors and assigns. (e) Portions of the Project Documents are written in active voice, imperative mood. In sentences using the imperative mood, unless otherwise specifically stated, the subject Development Entity is implied, and it is understood the Development Entity shall perform such work, comply with the requirements of, furnish such material, or take such action. The word shall is also implied, and when implied or stated, is to be considered mandatory and, unless otherwise specifically stated, to pertain to requirements or actions of the Development Entity. (f) Unless indicated to the contrary, all determinations, consents or approvals of the Department shall not be unreasonably withheld, conditioned or delayed.