1. Inclusion of recitals. The above recitals, the service agreement referred to therein and its annexes are incorporated by reference as if they were fully set out in the main part of this seventh amendment. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Service Agreement. 1. Inclusion of recitals. By that reference, the foregoing recitals are incorporated into the main part of that task as if they had been determined in their entirety in the main part of that task. From that moment on, the core of the contract, which contains the legally binding rights and obligations between the parties, is determined. Whether or not there is clear wording to that effect, it is important to examine interpretative clauses, which are usually found immediately after the definition clause and should determine which parts of the contract are part of or excluded from the legally binding agreement. Annexes to the contract (which usually contain other essential contractual conditions) are often expressly mentioned as part of the contract and therefore have legal effect. As already mentioned, in the absence of provisions to the contrary, the recitals have no legal effect if the contract is clear, but if the contract contains ambiguities, a court or arbitrator may apply to them in order to facilitate the interpretation of the intentions of the parties. The best way for the parties to ensure that recitals do not need to be invoked in a dispute is to use clear and unambiguous language in the operational provisions and to ensure that the rights and obligations set out allow for a uniform interpretation (and that this interpretation is as intended).

Parties may choose to expressly exclude recitals from their legally binding nature and effectiveness, but this does not guarantee that they will be completely ignored in certain disputes. Section 1.1 Inclusion of recitals. The foregoing recitals, including, but not limited to, the defined terms Sublandlord Cost, Occupancy Date, Construction Time, Construction Period Rental and New Space set forth herein, are incorporated herein by reference and shall be deemed to be terms and conditions of this Agreement having the same force and effect as if they were fully set forth in this Section 1.1. The key definitions used throughout the contract operative part are better placed in the “Definitions” section of the contract than in the recitals, as the recitals may not have legal effect. This is not necessarily the beginning that is being pursued in practice, as is the case with the Association of International Petroleum Negotiators` (appointing authority) 2012 Model Joint Operating Agreement (JIA). In the official AIPN JOA, the term `contract` is defined in the recitals by reference to the underlying production-sharing agreement, State concession, licence, lease or any other instrument relating to that particular OJA. The term “contract” is then defined in the “Definitions” section as “the instrument referred to in the recitals of this Agreement, including any extension, extension and/or modification”. Whether or not the recitals can have legal effect depends on the interpretation of the contract as a whole. The most important effect associated with the recitals is the possibility for a court or arbitrator to deal with their content when a dispute over the interpretation of the contract arises due to ambiguities in the main part of the contract. Given their ability to influence a court, parties should carefully consider the reasons why they have included specific information in the recitals, the intended purpose of each statement or representation and, ultimately, whether this will have legally beneficial effects for one or both parties. When included, recitals should be considered as legal provisions and not mere introductory texts and should therefore be formulated with the same degree of consideration and precision as the operational provisions of the Treaty.

For this reason, the importance of careful drafting of the recitals should not be dismissed. A well-worded recital could lead a court or arbitrator to favour one party`s argument over that of the other party. For example, the examination of whether or not a clause should be included in a contract may be influenced by evidence in the recitals concerning the intentions of the parties. In addition, if a court considers that a recital clearly expresses the intention to act in a prescribed manner, it may conclude an agreement on that action6. Recitals should accurately reflect the matrix of facts as they are known to constitute `agreed statements`. Even if a finding in the recitals contains an acknowledgement of an established fact which both parties know at that time to be false7, that finding could nevertheless be binding on the parties if the recitals are invoked. Is it possible to completely exclude the effectiveness of the recitals? 1. Inclusion of recitals. The recitals of this amendment are inserted as if they were fully set out here. (a) Inclusion of recitals. All the facts set out in the opening statement of this Agreement are true and accurate and are incorporated into this Agreement by this reference. The purpose of this article is to reaffirm the importance of the modest recital and to recall that, in certain circumstances, the recitals could be legally binding on the Parties and that they could also play an important role in allowing a third party (decisively a tribunal or arbitrator) to refer to relevant background information in order to determine the true intention of the Parties.

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