or
information return or statement relating to Taxes of any kind or nature, filed
or required to be filed with any Governmental Entity, including any schedule or
attachment thereto, and including any amendment thereof.
"Transfer Taxes" means any real property transfer, sales, use, value added,
stamp, documentary, recording, registration, conveyance, stock transfer,
intangible property transfer, personal property transfer, gross receipts,
registration, duty, securities transactions or similar fees or Taxes or
governmental charges (together with any interest or penalty, addition to Tax or
additional amount imposed) as levied by any Governmental Entity in connection
with the transactions contemplated by this Agreement, including any payments
made in lieu of any such Taxes or governmental charges which become payable in
connection with the transactions contemplated by this Agreement.
"True-up Notice" means either the Idaho Power True-up Notice or the PacifiCorp
True-up Notice.
1.2
OTHER DEFINITIONAL AND INTERPRETIVE MATTERS.
UNLESS OTHERWISE
EXPRESSLY PROVIDED IN THIS AGREEMENT, FOR PURPOSES OF THIS AGREEMENT, THE
FOLLOWING RULES OF INTERPRETATION APPLY:
(A)
CALCULATION OF TIME PERIOD.
WHEN CALCULATING THE PERIOD OF TIME
BEFORE WHICH, WITHIN WHICH, OR FOLLOWING WHICH ANY ACT IS TO BE DONE OR STEP
TAKEN PURSUANT TO THIS AGREEMENT, THE DATE THAT IS THE REFERENCE DATE IN
CALCULATING SUCH PERIOD WILL BE EXCLUDED.
IF THE LAST DAY OF SUCH PERIOD IS A
NON-BUSINESS DAY, THE PERIOD IN QUESTION WILL END ON THE NEXT SUCCEEDING
BUSINESS DAY.
(B)
DOLLARS.
ANY REFERENCE IN THIS AGREEMENT TO "DOLLARS" OR "$"
MEANS U.S. DOLLARS.
(C)
EXHIBITS AND SCHEDULES.
UNLESS OTHERWISE EXPRESSLY INDICATED,
ANY REFERENCE IN THIS AGREEMENT TO AN "EXHIBIT" OR A "SCHEDULE" REFERS TO AN
EXHIBIT OR SCHEDULE TO THIS AGREEMENT.
THE EXHIBITS AND SCHEDULES TO THIS
AGREEMENT ARE HEREBY INCORPORATED AND MADE A PART HEREOF AS IF SET FORTH IN FULL
HEREIN AND ARE AN INTEGRAL PART OF THIS AGREEMENT.
ANY CAPITALIZED TERMS USED
IN ANY SCHEDULE OR EXHIBIT BUT NOT OTHERWISE DEFINED THEREIN ARE DEFINED AS SET
FORTH IN THIS AGREEMENT.
(D)
GENDER AND NUMBER.
ANY REFERENCE IN THIS AGREEMENT TO GENDER
INCLUDES ALL GENDERS, AND THE MEANING OF DEFINED TERMS APPLIES TO BOTH THE
SINGULAR AND THE PLURAL OF THOSE TERMS.
(e)
Headings.
The provision of a Table of Contents, the division of
this Agreement into Articles, Sections, and other subdivisions, and the
insertion of headings are for convenience of reference only and do not affect,
and will not be utilized in construing or
11
EXECUTION COPY
interpreting, this Agreement.
All references in this Agreement to any "Section"
are to the corresponding Section of this Agreement unless otherwise specified.
(F)
"HEREIN."
THE WORDS SUCH AS "HEREIN," "HEREINAFTER," "HEREOF,"
AND "HEREUNDER" REFER TO THIS AGREEMENT (INCLUDING THE SCHEDULES AND EXHIBITS TO
THIS AGREEMENT) AS A WHOLE AND NOT MERELY TO A SUBDIVISION IN WHICH SUCH WORDS
APPEAR UNLESS THE CONTEXT OTHERWISE REQUIRES.
(G)
"INCLUDING."
THE WORD "INCLUDING" OR ANY VARIATION THEREOF MEANS
"INCLUDING, WITHOUT LIMITATION" AND DOES NOT LIMIT ANY GENERAL STATEMENT THAT IT
FOLLOWS TO THE SPECIFIC OR SIMILAR ITEMS OR MATTERS IMMEDIATELY FOLLOWING