Interpretation in good faith Sample Clauses

Interpretation in good faith. According to Xxxxxxxx, Xxxxxxxx and Goldman, “The first and most widely accepted principle of interpretation applied to arbitration agreements is the principle of interpretation in good faith.”288 Parallel with the rule of interpretation favoring party intent (if one can be discerned) over the wording of contract289, the principle of good faith gives preference to the parties’ true intent in case it conflicts with the worded intent and presupposes that the contracting parties enter into agreement with the intention that the stipulations of the contract are binding and that both (or all) parties have intended for the subsequent consequences.290 The principle of good faith and fair dealing has also been articulated in the UNIDROIT Principles of International Commercial Contracts as “one of the fundamental ideas underlying the Principles”.291 Xxxxxxxx, Xxxxxxxx and Goldman divide the principle of good faith into three more exact rules of construction of party intent.292 First of all, the examination of party intent must be conducted in context, which refers to taking into consideration the justifiable expectations that the parties envisaged when entering into the agreement. Assumingly the consideration in context also includes reflecting these expectations to the circumstances of the execution of contract. Secondly, the perception of the parties towards the agreement and its objectives may be deduced from their attitude (and actions reflecting the attitude) between the time of the signing and the moment the dispute arises. The use of this “practical and 288 See Xxxxxxxx-Xxxxxx 1999, p. 257. 289 See supra note 260. 290 See Xxxxxxxx-Xxxxxx 1999, p. 257. 291 See UNIDROIT Principles of International Commercial Contracts (2010), Article 1.7, Comment 1. 292 See Xxxxxxxx-Xxxxxx 1999, pp. 257-258. quasi-authentic interpretation” has been common in international arbitration293, e.g. in the Aramco case.294 However, as will be discussed below, the significance of such subsequent conduct may be reduced when juxtaposed alongside the typical offer-reply mechanism and the time of formation of an agreement. Considering this composition, the defining factor is the intent of the parties at the time of contract execution, while the subsequent attitude and conduct is considered to be of lesser (if any) significance, especially if it does not reflect the attitude of both parties.295 Although in KKO 2013:84, the issue concerns a non-signatory – a situation based on the premise tha...
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Related to Interpretation in good faith

  • Interpretation, etc Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including,” when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter.

  • 2Interpretation In this Agreement, unless the context otherwise requires:

  • Interpretation; Governing Law This Agreement shall be construed as a whole and in accordance with its fair meaning and any ambiguities shall not be construed for or against either party. Headings are for convenience only and shall not be used in construing meaning. This Agreement shall be governed and interpreted in accordance with the laws of the State of New York without regard to the conflict of laws principles thereof.

  • Interpretation of results 2.1.3.1. In the case of all vehicles except those of categories M3, N2 and N3, the time t shall not exceed 20 seconds.

  • Interpretation; Effect When a reference is made in this Agreement to Sections, Exhibits or Schedules, such reference shall be to a Section of, or Exhibit or Schedule to, this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and are not part of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”

  • Interpretation of Contract In the event of a conflict or question involving the provisions of any part of this Contract, interpretation and clarification as necessary shall be determined by the County’s assigned buyer. If disagreement exists between the Contractor and the County’s assigned buyer in interpreting the provision(s), final interpretation and clarification shall be determined by the County’s Purchasing Agent or his designee.

  • Contract Interpretation The Contract Documents completely describe the Services to be provided. Contractor will provide any Services that may reasonably be inferred from the Contract Documents or from prevailing custom or trade usage as being required to produce the intended result whether or not specifically called for or identified in the Contract Documents. Words or phrases which have a well-known technical or construction industry or trade meaning and are used to describe Services will be interpreted in accordance with that meaning unless a definition has been provided in the Contract Documents.

  • Interpretation In this Agreement, unless the context otherwise requires:

  • Construction; Interpretation The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; (iv) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (v) financial terms shall have the meanings given to such terms under GAAP unless otherwise specified herein; (vi) references to “$” or “dollar” or “US$” shall be references to United States dollars; (vii) where the context permits, the use of the term “or” will be non-exclusive and equivalent to the use of the term “and/or”; (viii) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (ix) if any action under this Agreement is required to be done or taken on a day that is not a Business Day or on which a government office is not open with respect to which a filing must be made, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

  • Governing Law; Interpretation This Agreement shall be interpreted and enforced under the laws of the State of California, without regard to conflict of law principles. In the event of any dispute, this Agreement is intended by the parties to be construed as a whole, to be interpreted in accordance with its fair meaning, and not to be construed strictly for or against either you or the Company or the “drafter” of all or any portion of this Agreement.

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