UNDERSTANDING WHETHER WRITTEN OR NOT;
(V)
TO A PARTY MEANS A PARTY
TO THIS AGREEMENT;
(VI)
TO AN ITEM, RECITAL,
CLAUSE, SCHEDULE OR ANNEXURE IS TO AN ITEM, RECITAL, CLAUSE, SCHEDULE OR
ANNEXURE OF OR TO THIS AGREEMENT;
(VII)
TO A NOTICE MEANS A NOTICE,
APPROVAL, DEMAND, REQUEST, NOMINATION OR OTHER COMMUNICATION GIVEN BY ONE PARTY
TO ANOTHER UNDER OR IN CONNECTION WITH THIS AGREEMENT;
(VIII)
TO A PERSON (INCLUDING A
PARTY) INCLUDES:
(A)
AN INDIVIDUAL, COMPANY,
OTHER BODY CORPORATE, ASSOCIATION, PARTNERSHIP, FIRM, JOINT VENTURE, TRUST, FUND
OR GOVERNMENT AGENCY;
(B)
THE PERSON'S
SUCCESSORS, PERMITTED ASSIGNS, SUBSTITUTES, EXECUTORS AND ADMINISTRATORS; AND
(C)
A REFERENCE TO THE
REPRESENTATIVE MEMBER OF THE GST GROUP TO WHICH THE PERSON BELONGS TO THE EXTENT
THAT THE REPRESENTATIVE MEMBER HAS ASSUMED RIGHTS, ENTITLEMENTS, BENEFITS,
OBLIGATIONS AND LIABILITIES WHICH WOULD REMAIN WITH THE PERSON IF THE PERSON
WERE NOT A MEMBER OF A GST GROUP;
(IX)
TO A LAW INCLUDES ANY
LEGISLATION, JUDGMENT, RULE OF COMMON LAW OR EQUITY OR RULE OF ANY APPLICABLE
STOCK EXCHANGE, AND IS A REFERENCE TO THAT LAW AS AMENDED, CONSOLIDATED,
SUPPLEMENTED OR REPLACED, AND INCLUDES A REFERENCE TO ANY REGULATION, BY-LAW OR
OTHER SUBORDINATE LEGISLATION;
(X)
TO PROCEEDINGS
INCLUDES LITIGATION, ARBITRATION AND INVESTIGATION;
(XI)
TO A JUDGEMENT INCLUDES
AN ORDER, INJUNCTION, DECREE, DETERMINATION OR AWARD OF ANY COURT OR TRIBUNAL;
(XII)
TO TIME IS TO SYDNEY TIME;
10
(XIII)
TO AN ACCOUNTING TERM IS TO
BE INTERPRETED ACCORDING TO THE ACCOUNTING STANDARDS;
(XIV)
THE WORD "INCLUDING" OR
"INCLUDES" MEANS "INCLUDING, BUT NOT LIMITED TO," OR "INCLUDES, WITHOUT
LIMITATION, RESPECTIVELY".
(B)
WHERE A WORD OR PHRASE IS
DEFINED, ITS OTHER GRAMMATICAL FORMS HAVE A CORRESPONDING MEANING.
(C)
HEADINGS ARE FOR
CONVENIENCE ONLY AND DO NOT AFFECT THE INTERPRETATION OF THIS AGREEMENT.
(D)
IF A PAYMENT OR OTHER ACT
MUST (BUT FOR THIS CLAUSE) BE MADE OR DONE ON A DAY THAT IS NOT A BUSINESS DAY,
THEN IT MUST BE MADE OR DONE ON THE NEXT BUSINESS DAY.
(E)
IF A PERIOD STARTS FROM,
AFTER OR BEFORE A DAY OR THE DAY OF AN ACT OR EVENT, IT EXCLUDES THAT DAY.
(F)
THIS AGREEMENT MUST NOT
BE CONSTRUED ADVERSELY TO A PARTY ONLY BECAUSE THAT PARTY WAS RESPONSIBLE FOR
PREPARING IT.
1.3
Payments
(A)
ALL PAYMENTS REQUIRED TO
BE MADE UNDER THIS AGREEMENT MUST BE TENDERED, AS AGREED BY THE RECIPIENT IN
RESPECT OF EACH PAYMENT, BY:
(I)
A DRAFT OR CHEQUE
DRAWN BY A BANK AS DEFINED IN THE BANKING ACT 1959 (CTH); OR
(II)
BY WAY OF A DIRECT
TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO THE BANK ACCOUNT NOMINATED PRIOR TO
THE DUE DATE FOR PAYMENT BY THE PARTY TO WHOM THE PAYMENT IS DUE; OR
(III)
TO THE EXTENT THAT THE
COMPANY'S LAWYERS HOLD FUNDS TO THE ORDER OF A PARTY (OR ITS REPRESENTATIVE),
THE COMPANY'S LAWYERS RECEIVING A SIGNED IRREVOCABLE AUTHORISATION FROM THE
PARTY TO WHOSE ORDER THE FUNDS ARE HELD (IN A FORM ACCEPTABLE TO THE COMPANY'S
LAWYERS) UNCONDITIONALLY AUTHORISING THE COMPANY'S LAWYERS TO IMMEDIATELY