Common use of Miscellaneous General Provisions Clause in Contracts

Miscellaneous General Provisions. K1 In the event of any conflict, inconsistency, ambiguity or difference between: .1 the terms of the main body of this Agreement and the terms of any Schedule to this Agreement or Change Order, other than to the extent that the Change Order modifies the Consultant Services to be rendered and the Fee payable, the terms of the main body of this Agreement will govern and be paramount and any such provision in the Schedule or Change Order will be deemed to be amended to the extent necessary to eliminate any such conflict, inconsistency, ambiguity or difference. Notwithstanding the foregoing, if there is any right or remedy of the Client set out in this Agreement or any part hereof which is not set out or provided for in a Schedule or Change Order, such additional right or remedy will not constitute a conflict or inconsistency and the Client will be entitled to exercise such rights and enforce such remedies; .2 the terms of any Change Order and the terms of any Schedule to this Agreement, the terms of any Change Order to the extent it modifies the Consultant Services to be rendered and the Fee payable, will govern and be paramount; in all other events, the terms of the Schedules to this Agreement will govern and be paramount. .3 the terms of various Change Orders, the most current Change Order will govern and prevail, superseding older Change Orders; .4 the terms of various Schedules to this Agreement, the Client, acting reasonably, shall determine the order of precedence. K2 Neither the expiration nor the earlier termination of this Agreement will release either of the parties from any obligation or liability that accrued prior to the expiration or termination. The provisions of this Agreement requiring performance or fulfilment after the expiration or earlier termination of this Agreement, such other provisions as are necessary for the interpretation thereof, and any other provisions hereof, the nature and intent of which is to survive termination or expiration of this Agreement, will survive the expiration or earlier termination of this Agreement. K3 Any notice required to be given pursuant to this Agreement will be addressed in writing to the respective Client or Development Consultant at the addresses stated in Section A2 and Section A4 or such other address as may have been subsequently provided to the other party in writing and any notice so given will be deemed to have been received on the third day following mailing in a postage-paid cover mailed in a post office in Canada or if delivered by hand or by telecopier will be deemed to have been received on the day of delivery or telecopying if it is a business day and otherwise on the next succeeding business day. I1 This Agreement will enure to the benefit of and be binding upon the parties hereto, their executors, administrators, representatives, successors and permitted assigns. I2 Neither the Client nor the Development Consultant will assign this Agreement without the prior written consent of the other, except that this Agreement or any of the rights and obligations hereunder may be assigned to BC Housing without the consent of the other party. In such case, the party assigning its rights and obligations to BC Housing shall provide notice of such assignment to the other party. I3 Time will be of the essence of this Agreement. I4 This Agreement will be governed by and construed and enforced in accordance with the laws of British Columbia. I5 The division of this Agreement into sections and the insertion of headings are for convenience of reference only and are not intended to govern, limit or aid in the construction of any provision. In all cases, the language in this Agreement will be construed simply, according to its fair meaning, and not strictly for or against any party. I6 The word "including", when following any general statement, term or matter, is not to be construed to limit such general statement, term or matter to the specific items or matters set out immediately following such word or to similar items or matters whether or not non-limiting language such as "without limitation" or "but not limited to" or words of similar import is used with reference thereto, but rather such general statement, term or matter is to be construed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter. I7 If any provision contained in this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement which will be construed as if such invalid, illegal or unenforceable provision had never been contained therein and such other provisions will be enforceable to the fullest extent permitted by law. I8 No consent or waiver expressed or implied, by a party of any default by the other party in observing or performing its obligations under this Agreement will be deemed or construed to be a consent or waiver of any other default. Failure on the part of a party to complain of any act or failure to act by the other party or to declare the other party in default, irrespective of how long such failure continues, will not constitute a waiver by such party of its rights under this Agreement or at law or at equity. SIGNATURES