Schedule 16 Θϭϲ Key principles Applied to Recharges $VVHW7UDQVIHU 7
18. General
18.1 Notices
(a) Any notice or other communication (including any request, demand, consent or approval) to or by a party to this agreement must be in writing and sent to the address set out in this agreement or such other contact details as notified by a party to the other party, and:
(i) left at the address set out or referred to in Schedule 17;
(ii) sent by prepaid ordinary post (airmail if appropriate) to the address set out or referred to in Schedule 17;
(iii) sent by email to the address set out Schedule 17;
(iv) sent by fax to the fax number set out or referred to in Schedule 17; or (v) given in any other way permitted by law.
However, if the intended recipient has notified a changed address, fax number or email address, then communications must be to that address, fax number or email address.
(b) Communications take effect from the time they are received or taken to be received under clause 18.1(c) (whichever happens first) unless a later time is specified.
(c) Communications are taken to be received:
(i) if sent by post, three days after posting (or seven days after posting if sent from one country to another); or
(ii) if sent by fax, at the time shown in the transmission report as the time that the whole fax was sent,
whichever happens first.
(d) Despite clauses 18.1(b) and 18.1(c), if communications are received or taken to be received under clause 18.1(c) after 5.00pm in the place of receipt or on a non-Business Day, they are taken to be received at 9.00am on the next Business Day and take effect from that time unless a later time is specified.
18.2 Discretion in exercising rights
A party may exercise a right or remedy or give or refuse its consent in any way it considers appropriate (including by imposing conditions), unless this agreement expressly states otherwise.
ORDINARY MEETING OF COUNCIL 28 JUNE 2016
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18.3 Failure to exercise rights
Except as otherwise set out in this agreement, any partial exercise, failure to exercise, or delay in exercising, a right or remedy provided under this agreement or by law does not operate as a waiver or prevent or restrict any further or other exercise of that or any other right or remedy in accordance with this agreement.
18.4 Approvals and consents
By giving its approval or consent a party does not make or give any warranty or representation as to any circumstance relating to the subject matter of the consent or approval.
18.5 Remedies cumulative
The rights and remedies provided in this agreement are in addition to other rights and remedies given by law independently of this agreement.
18.6 Variation and waiver
Subject to the terms of this agreement, a provision of this agreement or a right created under it may not be waived or varied except in writing, signed by the party or Councils to be bound.
18.7 Further steps
Each party agrees, at its own expense, to do anything the other party reasonably asks (such as obtaining consents, signing and producing agreements and getting
agreements completed and signed):
(a) to bind the party and any other person intended to be bound under this agreement; and
(b) as may be necessary or desirable to give full effect to the provisions of this agreement and the transactions contemplated by it.
18.8 Entire agreement
This agreement constitutes the entire agreement of the Councils about its subject matter and supersedes all previous agreements, understandings and negotiations on that subject matter.
18.9 Severability
If the whole of any part of a provision of this agreement is void, unenforceable or illegal in a jurisdiction, it is severed for that jurisdiction. The remainder of this agreement has full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This clause 18.9 has no effect if the severance alters the basic nature of this agreement or is contrary to public policy.
ORDINARY MEETING OF COUNCIL 28 JUNE 2016
InterCouncil Transitional Services Agreement Page 26
Doc ID 358096643/v1
18.10 Counterparts
This agreement may consist of a number of copies, each signed by one or more parties to the agreement. If there are a number of signed copies they are treated as making up the one agreement and the date on which the last counterpart is executed is the date of the agreement.
18.11 No agency
Nothing contained or implied in this agreement constitutes a party the partner, agent, or legal representative of another party for any purpose or creates any partnership, agency or trust, and no party has any authority to bind another party in any way.
18.12 Conflict of interest
The Councils’ rights and remedies under this agreement may be exercised even if this involves a conflict of duty or a party has a personal interest in their exercise.
18.13 Costs
The Councils agree to pay their own legal and other costs and expenses in connection with the preparation, execution and completion of this agreement and other related agreement.
18.14 Governing law and jurisdiction
(a) This agreement is governed by the law in force in New South Wales, Australia.
(b) Each party submits to the non-exclusive jurisdiction of the courts of New South Wales, Australia and courts of appeal from them.
18.15 Set off
Neither party may set off any amount payable to it by the other under this agreement against any amount owing by it the other party unless expressly provided for by this agreement including any schedule to this agreement.
ORDINARY MEETING OF COUNCIL 28 JUNE 2016