This Agreement shall be interpreted according to the following provisions, unless the context requires a different meaning.
2.1 The headings and marginal notes and references to them in this Agreement shall be deemed not to be part of this Agreement and shall not be taken into consideration in the interpretation of this Agreement.
2.2 Except where the context expressly requires otherwise, references to:
2.2.1 clauses, sub-clauses, and Schedule Parts are references to clauses, sub-clauses of and Schedule Parts to this Agreement;
2.2.2 references to paragraphs, sub-paragraphs, and Appendices are references to paragraphs and sub-paragraphs of and appendices to Schedule Parts (or Sections of Schedule Parts) to this Agreement;
2.2.3 Sections are references to sections of Schedule Parts to this Agreement; and
2.2.4 Attachments (if any) are references to attachments to or contained in this Agreement.
2.3 The Schedule Parts and any Attachments to this Agreement are an integral part of this Agreement and a reference to this Agreement includes a reference to the Schedule Parts and the Attachments.
2.4 Words importing persons shall, where the context so requires or admits, include individuals, firms, partnerships, trusts, corporations, governments, governmental bodies, authorities, agencies, unincorporated bodies of persons or associations and any organisations having legal capacity.
2.5 Where the context so requires words importing the singular only also include the plural and vice versa and words importing the masculine shall be construed as including the feminine or the neuter or vice versa.
2.6 The language of this Agreement is English. All correspondence, notices, drawings, test reports, certificates, specifications and information shall be in English. All operating and maintenance instructions, name plates, identification labels, instructions and notices to the public and staff and all other written, printed or electronically readable matter required in accordance with, or for purposes envisaged by, this Agreement shall be in English.
2.7 References to any agreement or document include (subject to all relevant approvals and any other provisions of this Agreement concerning amendments to agreements or documents) a reference to that agreement or document as amended, supplemented, substituted, novated or assigned.
2.8 References to any Law are to be construed as references to that Law as from time to time amended or to any Law from time to time replacing, extending, consolidating or amending the same.
2.9 References to a public organisation (other than a Participant) shall be deemed to include a reference to any successor to such public organisation or any organisation or entity which has taken over either or both the functions and responsibilities of such public organisation. References to other persons (other than hubco or a Participant) shall include their successors and assignees.
2.10 References to a deliberate act or omission of a Participant or any Participant Party shall be construed having regard to the interactive nature of the activities of the Participants and of hubco and the expression shall exclude acts or omissions which were within the contemplation of the parties or which were otherwise provided for in this Agreement or in any Project Agreement.
2.11 The words in this Agreement shall bear their natural meaning. The parties have had the opportunity to take legal advice on this Agreement and no term shall, therefore, be construed contra proferentem.
2.12 Reference to "parties" means the parties to this Agreement and references to a "party" mean one of the parties to this Agreement.
2.13 In construing this Agreement, the rule known as the ejusdem generis rule shall not apply nor shall any similar rule or approach to the construction of this Agreement and accordingly general words introduced or followed by the word "other" or "including" or "in particular" shall not be given a restrictive meaning because they are followed or preceded (as the case may be) by particular examples intended to fall within the meaning of the general words.
2.14 All of hubco's obligations, duties and responsibilities shall be construed as separate obligations, duties and responsibilities owed to the Participants (or a Participant, as the case may be) and to be performed at hubco's own cost and expense.
2.15 References to amounts or sums expressed to be "index linked" are, unless expressly stated otherwise, references to amounts or sums in [ ]20 prices which require to be adjusted whenever the provision containing the amount or sum is given effect in accordance with this Agreement to reflect the effects of inflation after that date. The adjustment shall be measured by changes in the relevant index published for that Contract Year as calculated in accordance with the following formula:
Amount or sum [ ] prices x | RPId |
RPI0 |
Where RPId is the value of the Retail Prices Index published or determined with respect to the month most recently preceding the date when the provision in question is to be given effect and RPI0 is the value of the Retail Prices Index in respect of [ ].
2.16 [Reference to a document being in the "agreed form" is a reference to the form of the relevant document agreed between the parties and for the purpose of identification initialled by each of them or on their behalf.]
2.17 Where this Agreement states that an obligation shall be performed "no later than" or "within" or "by" a stipulated date or event which is a prescribed number of Business Days after a stipulated date or event, the latest time for performance shall be noon on the last Business Day for performance of the obligations concerned.
2.18 Where this Agreement states that an obligation shall be performed "no later than" or "by" a prescribed number of Business Days before a base date or "by" a date which is a prescribed number of Business Days before a base date, the latest time for performance shall be noon on the last Business Day for performance of the obligations concerned.
2.19 References to this Agreement, a Project Agreement or the Shareholders Agreement or to a provision thereof shall be construed at a particular time as a reference to it as it may have been amended, varied, supplemented, modified or appended.
2.20 A person, being a company, shall be "controlled" by another person if that other person owns a majority of the voting equity of that person or controls the majority of the votes at meeting of the board of directors of that person.
2.21 A "parent undertaking" or "subsidiary undertaking" has the meaning set out in section 1162 and Schedule 7 of the Companies Act 2006.
2.22 A body corporate is in the "same group" as another body corporate where:
2.22.1 it is a subsidiary undertaking of such body corporate;
2.22.2 it is a parent undertaking of such body corporate; or
2.22.3 it is a subsidiary undertaking of the parent undertaking of such other body corporate.
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20 Complete on a Territory specific basis to reflect terms of ITPD.