TO FERC'S RULES AND REGULATIONS, SUBJECT TO EACH
PARTY'S RIGHTS TO SEEK REHEARING AND JUDICIAL REVIEW OF FERC'S DECISIONS AND
ORDERS PERTAINING TO THE RESOLUTION OF SUCH DISPUTES.
THIS PROVISION SHALL NOT
APPLY, HOWEVER, TO ANY DISPUTES WHICH MAY ARISE WITH RESPECT TO THE CLASS ACTION
SETTLEMENT PROVISIONS UNDER SECTIONS 12.1 THROUGH 12.7.
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14.
GOVERNING LAW; INTERPRETATION
14.1
GOVERNING LAW.
TO THE EXTENT NOT GOVERNED BY FEDERAL LAW, THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF CALIFORNIA, WITHOUT REGARD TO ITS CONFLICT OF LAWS PRINCIPLES.
14.2
ENTIRE AGREEMENT.
THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT
AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THERE ARE NO
AGREEMENTS, UNDERSTANDINGS, REPRESENTATIONS, OR WARRANTIES AMONG THE PARTIES
OTHER THAN THOSE SET FORTH HEREIN.
EACH OF THE PARTIES EXPRESSLY DISCLAIMS ANY
RELIANCE UPON ANY REPRESENTATIONS OR WARRANTIES NOT STATED HEREIN.
14.3
HEADINGS.
THE HEADINGS OR TITLES OF ARTICLES OR SECTIONS USED IN
THIS AGREEMENT (IN BOLD TYPEFACE) ARE FOR CONVENIENCE ONLY AND SHALL BE
DISREGARDED IN INTERPRETING THIS AGREEMENT.
14.4
PARTIES REPRESENTED BY COUNSEL.
THE PARTIES ACKNOWLEDGE THAT THEY
HAVE SOUGHT THE ADVICE OF, AND HAVE BEEN ADVISED BY, LEGAL COUNSEL OF THEIR
CHOICE IN CONNECTION WITH THE NEGOTIATION OF THIS AGREEMENT, AND THAT THE
PARTIES HAVE WILLINGLY ENTERED INTO THIS AGREEMENT WITH A FULL UNDERSTANDING OF
THE LEGAL AND FINANCIAL CONSEQUENCES OF THIS AGREEMENT.
14.5
DRAFTING OF AGREEMENT.
THE PARTIES ACKNOWLEDGE THAT (I) THIS
AGREEMENT IS THE RESULT OF NEGOTIATIONS AMONG, AND HAS BEEN REVIEWED BY, EACH
PARTY AND ITS RESPECTIVE COUNSEL, AND (II) ALL PARTIES CONTRIBUTED TO THE
DRAFTING OF THIS AGREEMENT.
ACCORDINGLY, THIS AGREEMENT SHALL BE DEEMED TO BE
THE PRODUCT OF ALL PARTIES, AND NO AMBIGUITY SHALL BE CONSTRUED IN FAVOR OF OR
AGAINST ANY PARTY ON THE BASIS THAT IT DRAFTED THE AMBIGUOUS PROVISION.
14.6
RULES OF INTERPRETATION.
THE FOLLOWING RULES OF INTERPRETATION
SHALL APPLY TO THIS AGREEMENT, INCLUDING ALL EXHIBITS.
14.6.1
SINGULAR; PLURAL.
UNLESS THE CONTEXT OTHERWISE REQUIRES, WORDS USED
IN THIS AGREEMENT SHALL INCLUDE IN THE SINGULAR NUMBER THE PLURAL AND IN THE
PLURAL NUMBER THE SINGULAR.
14.6.2
SELF REFERENCE; INCORPORATION BY REFERENCE; CROSS REFERENCE.
EXCEPT
AS OTHERWISE SPECIFIED HEREIN, ALL REFERENCES IN THIS AGREEMENT TO AN "ARTICLE,"
"SECTION," OR "EXHIBIT" SHALL MEAN AN ARTICLE, SECTION, OR EXHIBIT OF THIS
AGREEMENT.
THE WORDS "HEREOF," "HEREIN," AND "HEREUNDER," AND WORDS OF SIMILAR
IMPORT WHEN USED IN THIS AGREEMENT, INCLUDING THE EXHIBITS ATTACHED HERETO,
SHALL, UNLESS OTHERWISE SPECIFIED, REFER TO THIS AGREEMENT AS A WHOLE AND NOT TO
ANY PARTICULAR ARTICLE, SECTION, EXHIBIT OR PROVISION OF THIS AGREEMENT, AND ALL
REFERENCES TO ARTICLES, SECTIONS OR EXHIBITS SHALL BE TO ALL SUBPARTS OF SUCH
ARTICLES, SECTIONS OR EXHIBITS.
ALL EXHIBITS SHALL BE DEEMED TO BE INCORPORATED
BY REFERENCE AND MADE A PART OF THIS AGREEMENT.
49
14.6.3
INCLUSIVE OF PERMITTED SUCCESSORS.
UNLESS OTHERWISE STATED, ANY
REFERENCE IN THIS AGREEMENT TO ANY PERSON OR ENTITY SHALL INCLUDE ITS PERMITTED
SUCCESSORS AND ASSIGNS AND, IN THE CASE OF