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IETA Emissions Trading Master Agreement
A Jolly Contrarian owner’s manual™
2 in a Nutshell™
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2 Interpretation and Construction
2.1 Definitions. Unless otherwise defined, capitalized terms used in the body of the Agreement shall have the meanings assigned to them in Schedule 1 (Definitions).
2.2 Interpretation. The following interpretive provisions apply to this Agreement.
- 2.2(a) Reference to any law or statute includes any amendment to, consolidation, re- enactment or replacement of such law or statute.
- 2.2(b) Any reference to a “Clause” or “Schedule” is a reference to a Clause or schedule of this Agreement. Any reference to an “Appendix” is a reference to an appendix to this Agreement.
- 2.2(c) Words in the singular are to be interpreted as including the plural, and vice versa, to the extent the context permits or requires.
- 2.2(d) The terms “including” and “in particular” are used for illustration or emphasis only and not to limit the generality of any preceding words, whether or not non-limiting language (such as “without limitation”, “but not limited to” and similar expressions) is used with reference to them.
- 2.2(e) If there is any conflict between the provisions of any Schedule 2 (‘‘Elections’’) and any provisions of this Agreement, the terms of Schedule 2 (‘‘Elections’’) shall prevail. If, in relation to any Transaction, there is any conflict between the Confirmation and any provisions of this Agreement (including Schedule 2 (‘‘Elections’’)), the terms of such Confirmation shall prevail for the purpose of the relevant Transaction.
- 2.2(f) Any reference to “time” is to Central European Time.
- 2.2(g) Unless otherwise specified, where anything is to be done under this Agreement with reference to a particular day or a period of days:
- 2.2(g)(i) by or not later than a Banking Day, or any period is said to run to a Banking Day, such thing may be done by or such period is to run to 17:00 hours on that Banking Day (as the case may be);
- 2.2(g)(ii) from or not earlier than a Banking Day, or any period is said to run from a Banking Day, such thing may be done or such period is to run from 09:00 hours on that Banking Day (as the case may be);
- 2.2(g)(iii) on a Banking Day, it is to be treated as having been done on the next following Banking Day if it is done after 17:00 hours on that Banking Day (as the case may be);
- 2.2(g)(iv) by or not later than a day or any period is to run to a day, such thing may be done or such period is to run up to the end of that day; and
- 2.2(g)(v) from or not earlier than a day or any period is to run from a day, such thing may be done or such period is to run from the start of that day.
- References in this Clause 2.2(g) shall equally apply to a Delivery Banking Day, save that the relevant period in (i), (ii) and (iii) above shall run from 10:00 hours on that Delivery Banking Day to 16:00 hours on that Delivery Banking Day.
- 2.2(h) Unless otherwise specified, where a date specified in this Agreement to be a Delivery Date would otherwise fall on a day that is not a Delivery Banking Day, then such date will be deemed to be the next following day that is a Delivery Banking Day.
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Overview
Good old fashioned throat-clearing stuff from IETA. An Interpretation and definitions section very much the done thing in finance contracts. Just sets the ground rules, states the bleeding obvious, in the vain hope that the remainder of the contract won’t be too shamelessly pedantic about things which ought to, but inevitably don’t, go without saying.
Summary
2.2(a) is a fairly standard successor statute clause.
2.2(b) is a clause reference clause.
2.2(c) is a singulars and plurals clause.
2.2(d) is a incluso definition clause.
2.2(e) is a hierarchy clause.
2.2(f) deals with time. Possibly painful if you try to use an IETA Master Agreement for UK Allowances, but not hard to fix in the Confirmation.
2.2(g) and 2.2(h) between them deal with business day construction.
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References