Common use of 3Interpretation Clause in Contracts

3Interpretation. In this Agreement: (a) (headings): headings and subheadings (including those of the type in this paragraph) are for convenience only and do not affect interpretation; (b) (number and gender): a word importing the singular includes the plural and vice versa, and a word indicating a gender includes every other gender; (c) (Agreement and Schedule references): a reference to: (i) a party, clause, Schedule, Annexure or Attachment is a reference to a party, clause, Schedule, Annexure or Attachment of or to this Agreement; and (ii) a section, table, item or part is a reference to a section, table, item or part of the Schedule or the PSDR (as applicable) in which they are located, unless expressly provided otherwise; (d) (Appendix): a reference to an Appendix is a reference to an Appendix of the PSDR; (e) (Agreement as amended): a reference to this Agreement, a Project Document, or to any other deed, agreement, document or instrument means a reference to this Agreement, such Project Document, or other deed, agreement, document or instrument as amended, novated, supplemented, varied or replaced from time to time; (f) (party): a reference to a party includes that party's legal representatives, trustees, executors, administrators, successors and permitted substitutes and assigns, including any persons taking part by way of novation and, in the case of a trustee, includes a substituted or additional trustee; (g) (person): a reference to a person includes an individual, the estate of an individual, a corporation, a body corporate, an Authority, an association or a joint venture (whether incorporated or unincorporated), a partnership, an Entity and a trust (including a trustee); (h) (replacement person): a reference to a person appointed under this Agreement or any other Project Document includes that person's replacement or delegate appointed in accordance with this Agreement or other Project Document (as applicable); (i) (Standards): unless otherwise expressly stated, a reference to a Standard includes that Standard as amended or updated from time to time; (j) (legislation): a reference to legislation includes its delegated legislation and a reference to such legislation or delegated legislation or a provision of either includes: (i) all ordinances, by-laws, regulations of and other statutory instruments (however described) issued under the legislation or delegated legislation; and (ii) consolidations, amendments, re‑enactments and replacements; (k) (definitions): if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning; (l) (includes): "include", "includes" and "including" will be read as if followed by the phrase "(without limitation)"; (m) ("or"): the meaning of "or" will be that of the inclusive, being one, some or all of a number of possibilities; (n) (information): a reference to information includes information, representations, statements, data, samples, calculations, assumptions, deductions, determinations, drawings, design specifications, models, plans and other documents in all forms including the electronic form in which it was generated; (o) ("$"): a reference to "$", AUD or dollar is to Australian currency; (p) (Business Day): if the day on or by which anything is to be done under this Agreement is not a Business Day, that thing must be done no later than the next Business Day; (q) (time): a reference to time is a reference to time in [Melbourne, Victoria, / Sydney, New South Wales,] Australia; (r) (rights): a reference to a right includes any benefit, remedy, function, discretion, authority or power; (s) (obligations and liabilities): a reference to an obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally; (t) (absolute discretion): unless the State or the State Representative is expressly required under this Agreement to act reasonably in exercising a power, right or remedy, the State can exercise any power, right or remedy in its absolute and unfettered discretion and the State has no obligation to do so; (u) ("may"): without limiting clause 1.3(t), unless the State or the State Representative is expressly required under a State Project Document to act reasonably in exercising a power, right or remedy, the term "may", when used in the context of a power, right or remedy exercisable by the State, means that the State can exercise that power, right or remedy in its absolute and unfettered discretion and the State has no obligation to do so; (v) (replacement Authorities): where there is a reference to an Authority, institute, association or other body referred to in this Agreement which: (i) is reconstituted, renamed or replaced or if its powers or functions are transferred to, or assumed by, another entity, this Agreement is deemed to refer to that other entity; or (ii) ceases to exist, this Agreement is deemed to refer to the new entity (if any) which serves substantially the same purpose or object as the former entity; and (w) (no bias against drafter): each provision will be interpreted without disadvantage to the party who (or whose representative) drafted or proposed that provision.

3Interpretation. In this Agreement: (a) (headings): headings and subheadings (including those of the type in this paragraph) are for convenience only and do not affect interpretation; (b) (number and gender): a word importing the singular includes the plural and vice versa, and a word indicating a gender includes every other gender; (c) (Agreement and Schedule references): a reference to: (i) a party, clause, Schedule, Annexure or Attachment is a reference to a party, clause, Schedule, Annexure or Attachment of or to this Agreement; and (ii) a section, table, item or part is a reference to a section, table, item or part of the Schedule or the PSDR (as applicable) in which they are located, unless expressly provided otherwise; (d) (Appendix): a reference to an Appendix is a reference to an Appendix of the PSDR; (e) (Agreement as amended): a reference to this Agreement, a Project Document, or to any other deed, agreement, document or instrument means a reference to this Agreement, such Project Document, or other deed, agreement, document or instrument as amended, novated, supplemented, varied or replaced from time to time; (f) (party): a reference to a party includes that party's legal representatives, trustees, executors, administrators, successors and permitted substitutes and assigns, including any persons taking part by way of novation and, in the case of a trustee, includes a substituted or additional trustee; (g) (person): a reference to a person includes an individual, the estate of an individual, a corporation, a body corporate, an Authority, an association or a joint venture (whether incorporated or unincorporated), a partnership, an Entity and a trust (including a trustee); (h) (replacement person): a reference to a person appointed under this Agreement or any other Project Document includes that person's replacement or delegate appointed in accordance with this Agreement or other Project Document (as applicable); (i) (Standards): unless otherwise expressly stated, a reference to a Standard includes that Standard as amended or updated from time to time; (j) (legislation): a reference to legislation includes its delegated legislation and a reference to such legislation or delegated legislation or a provision of either includes: (i) all ordinances, by-laws, regulations of and other statutory instruments (however described) issued under the legislation or delegated legislation; and (ii) consolidations, amendments, re‑enactments and replacements; (k) (definitions): if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning; (l) (includes): "include", "includes" and "including" will be read as if followed by the phrase "(without limitation)"; (m) ("or"): the meaning of "or" will be that of the inclusive, being one, some or all of a number of possibilities; (n) (information): a reference to information includes information, representations, statements, data, samples, calculations, assumptions, deductions, determinations, drawings, design specifications, models, plans and other documents in all forms including the electronic form in which it was generated; (o) ("$"): a reference to "$", AUD or dollar is to Australian currency; (p) (Business Day): if the day on or by which anything is to be done under this Agreement is not a Business Day, that thing must be done no later than the next Business Day; (q) (time): a reference to time is a reference to time in [Melbourne, Victoria, / Sydney, New South Wales,] Australia; (r) (rights): a reference to a right includes any benefit, remedy, function, discretion, authority or power; (s) (obligations and liabilities): a reference to an obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally; (t) (absolute discretion): unless the State or the State Representative is expressly required under this Agreement to act reasonably in exercising a power, right or remedy, the State can exercise any power, right or remedy in its absolute and unfettered discretion and the State has no obligation to do so; (u) ("may"): without limiting clause 1.3(t), unless the State or the State Representative is expressly required under a State Project Document to act reasonably in exercising a power, right or remedy, the term "may", when used in the context of a power, right or remedy exercisable by the State, means that the State can exercise that power, right or remedy in its absolute and unfettered discretion and the State has no obligation to do so; (v) (replacement Authorities): where there is a reference to an Authority, institute, association or other body referred to in this Agreement which: (i) is reconstituted, renamed or replaced or if its powers or functions are transferred to, or assumed by, another entity, this Agreement is deemed to refer to that other entity; or (ii) ceases to exist, this Agreement is deemed to refer to the new entity (if any) which serves substantially the same purpose or object as the former entity; and (w) (no bias against drafter): each provision will be interpreted without disadvantage to the party who (or whose representative) drafted or proposed that provision.