Common use of Construction; Absence of Presumption Clause in Contracts

Construction; Absence of Presumption. (a) For the purposes of this Agreement: (i) words (including capitalized terms defined herein) in the singular shall be held to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be held to include the other gender as the context requires; (ii) the terms “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Exhibits) and not to any particular provision of this Agreement, and Article, Section, paragraph and Exhibit references are to the Articles, Sections, paragraphs and Exhibits to this Agreement, unless otherwise specified; (iii) the word “including” and words of similar import when used in this Agreement means “including without limitation”; (iv) “commercially reasonable efforts,” “reasonable best efforts” and “reasonable efforts” shall not require a waiver by any Party of any material rights or any action or omission that would be a breach of this Agreement; (v) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; and (vi) all references herein to “$” or dollars shall refer to United States dollars, unless otherwise specified. (b) The Parties hereby acknowledge that each Party and its counsel have reviewed and revised this Agreement and that no rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall be employed in the interpretation of this Agreement (including all of the Exhibits) or any amendments hereto or thereto. (c) The Parties hereby acknowledge and agree that to the extent that there is a conflict between any (i) general provision of this Agreement and (ii) provision specifically relating to Tax matters, the terms of the specific Tax provision shall control.

Construction; Absence of Presumption. (a) For the purposes of this Agreement: , (i) words (including capitalized terms defined herein) in the singular shall be held to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be held to include the other gender as the context requires; (ii) the terms “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the ExhibitsSchedules, Exhibits and Addenda) and not to any particular provision of this Agreement, and Article, Section, paragraph paragraph, Schedule, Exhibit and Exhibit Addendum references are to the Articles, Sections, paragraphs paragraphs, Schedules, Exhibits and Exhibits Addenda to this Agreement, unless otherwise specifiedprovided; (iii) the word “including” and words of similar import when used in this Agreement means shall mean “including including, without limitation”; (iv) “commercially reasonable efforts,” “reasonable best efforts” references to this Agreement shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all Schedules, Exhibits and “reasonable efforts” shall not require a waiver by Addenda) and any Party of any material rights amendments hereto or any action or omission that would be a breach of this Agreementthereto; (v) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specifiedprovided; and (viv) all references herein to “$” or dollars shall refer to United States dollars, unless otherwise specifiedprovided. (b) For the avoidance of doubt, with respect to all references in this Agreement to “prior written consent, which shall not be unreasonably withheld, conditioned or delayed,” it shall be deemed reasonable for the applicable Party to withhold, condition or delay any such consent because of requirements of Law or any objection from a Regulatory Body, including any guidance or other advice or direction communicated informally by Regulatory Bodies to the applicable Party. (c) The Parties hereby acknowledge that each Party and its counsel have reviewed and revised this Agreement and that no rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall be employed in the interpretation of this Agreement (including all of the ExhibitsSchedules, Exhibits and Addenda) or any amendments hereto or thereto. (c) The Parties hereby acknowledge and agree that to the extent that there is a conflict between any (i) general provision of this Agreement and (ii) provision specifically relating to Tax matters, the terms of the specific Tax provision shall control.

Construction; Absence of Presumption. (a) For the purposes of this Agreementhereof: (i) words (including capitalized terms defined herein) in the singular shall be held to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be held to include the other gender gender, in each case as the context requires; (ii) the terms “"hereof,” “" "herein” ," and “"herewith” " and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including the Related Agreements and all of the ExhibitsExhibits and Schedules) and not to any particular provision of this Agreement, and Article, Section, paragraph paragraph, Exhibit and Exhibit Schedule references are to the Articles, Sections, paragraphs paragraphs, Exhibits and Exhibits Schedules to this Agreement, Agreement unless otherwise specified; (iii) the word “"including” " and words of similar import when used in this Agreement means “shall mean "including without limitation”" unless the context otherwise requires or unless otherwise specified; (iv) “commercially reasonable efforts,” “reasonable best efforts” and “reasonable efforts” the word "or" shall not require a waiver by any Party of any material rights or any action or omission that would be a breach of this Agreementexclusive; (v) any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise; (vi) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; and (vivii) all references herein to “$” dollar amounts shall be to U.S. Dollars. For purposes hereof, where a party hereto makes a representation or dollars warranty, or any covenant or agreement, such representation or warranty shall refer be deemed made by any relevant Subsidiary of such party and such covenant or agreement shall be deemed to United States dollars, unless be a covenant or agreement by such party to cause its relevant Subsidiary to comply with such covenant or agreement; PROVIDED that nothing in this sentence shall relieve such party of any of its liabilities or obligations otherwise specifiedimposed by this Agreement. (b) The Parties hereby parties acknowledge that each Party party and its counsel have reviewed and revised this Agreement and the Related Agreements and that no rule of construction to the effect that any ambiguities are to be resolved against the drafting Party party shall be employed in the interpretation of this Agreement or the Related Agreements (including all of the ExhibitsExhibits and Schedules) or any amendments hereto or theretohereto. (c) The Parties hereby acknowledge and agree that to the extent that there is a conflict between any (i) general provision of this Agreement and (ii) provision specifically relating to Tax matters, the terms of the specific Tax provision shall control.

Construction; Absence of Presumption. (a) For the purposes of this Agreement: (i) words (including capitalized terms defined herein) in the singular shall be held deemed to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be held deemed to include the other gender as the context requires; (ii) the terms “hereof,” “herein,” “hereby” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the ExhibitsExhibits and Annexes) and not to any particular provision of this Agreement, and Article, Section, paragraph paragraph, Exhibit and Exhibit Annex references are to the Articles, Sections, paragraphs paragraphs, Exhibits and Exhibits Annexes of or to this Agreement, Agreement unless otherwise specified; (iii) the word “including” and words of similar import when used in this Agreement means shall mean “including without limitation”” unless otherwise specified; (iv) “commercially reasonable efforts,” “reasonable best efforts” and “reasonable efforts” shall not require a waiver by any Party of any material rights or any action or omission that would be a breach of this Agreement; (v) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; (v) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (vi) the use of “or” is not intended to be exclusive unless expressly indicated otherwise; and (vii) references to a particular statute or regulation include all references herein rules and regulations thereunder and any successor statute, rule or regulation, in each case as amended or otherwise modified from time to “$” or dollars shall refer to United States dollars, unless otherwise specifiedtime. (b) The Parties hereby acknowledge that each Party and its counsel have reviewed and revised this Agreement and that no rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall be employed in the interpretation of this Agreement (including all of the ExhibitsExhibits and Annexes) or any amendments hereto or theretohereto. (c) The Parties hereby acknowledge and agree that to the extent that there is a conflict between any (i) general provision of this Agreement and (ii) provision specifically relating to Tax matters, the terms of the specific Tax provision shall control. (d) All references to “dollars” or “$” in this Agreement refer to the lawful currency from time to time of the United States and all references to “Canadian dollars” and “C$” in this Agreement refer to the lawful currency from time to time of Canada. Unless mutually agreed otherwise by Sellers and Purchaser at least three (3) Business Days prior to the date of any payment to be made pursuant to this Agreement, any amount payable under this Agreement shall be payable in dollars. If Sellers and Purchaser agree to make any payment due under this Agreement in a currency other than dollars (such as Canadian dollars), unless mutually agreed otherwise by Sellers and Purchaser at least three (3) Business Days prior to the date of payment, such payment shall be converted from dollars to such other currency using the arithmetic average of the relevant exchange rate as in effect at 5:00 p.m. New York Time (as published on Bxxxxxxxx.xxx) over the five (5) Business Days beginning on the seventh trading day immediately preceding such date of payment and concluding on the third trading day immediately preceding such date of payment.

Construction; Absence of Presumption. (a) For the purposes of this Agreementhereof: (i) words (including capitalized terms defined herein) in the singular shall be held to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be held to include the other gender gender, in each case as the context requires; (ii) the terms “"hereof,” “" "herein” ," and “"herewith” " and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including the Related Agreements and all of the ExhibitsExhibits and Schedules) and not to any particular provision of this Agreement, and Article, Section, paragraph paragraph, Exhibit and Exhibit Schedule references are to the Articles, Sections, paragraphs paragraphs, Exhibits and Exhibits Schedules to this Agreement, Agreement unless otherwise specified; (iii) the word “"including” " and words of similar import when used in this Agreement means “shall mean "including without limitation”" unless the context otherwise requires or unless otherwise specified; (iv) “commercially reasonable efforts,” “reasonable best efforts” and “reasonable efforts” the word "or" shall not require a waiver by any Party of any material rights or any action or omission that would be a breach of this Agreementexclusive; (v) any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise; (vi) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; and (vivii) all references herein to “$” dollar amounts shall be to U.S. Dollars. For purposes hereof, where a party hereto makes a representation or dollars warranty, or any covenant or agreement, such representation or warranty shall refer be deemed made by any relevant Subsidiary of such party and such covenant or agreement shall be deemed to United States dollars, unless be a covenant or agreement by such party to cause its relevant Subsidiary to comply with such covenant or agreement; provided that nothing in this sentence shall relieve such party of any of its liabilities or obligations otherwise specifiedimposed by this Agreement. (b) The Parties hereby parties acknowledge that each Party party and its counsel have reviewed and revised this Agreement and the Related Agreements and that no rule of construction to the effect that any ambiguities are to be resolved against the drafting Party party shall be employed in the interpretation of this Agreement or the Related Agreements (including all of the ExhibitsExhibits and Schedules) or any amendments hereto or theretohereto. (c) The Parties hereby acknowledge and agree that to the extent that there is a conflict between any (i) general provision of this Agreement and (ii) provision specifically relating to Tax matters, the terms of the specific Tax provision shall control.

Construction; Absence of Presumption. (a) For the purposes of this Agreement: (i) words (including capitalized terms defined herein) in the singular shall be held deemed to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be held deemed to include the other gender as the context requires; (ii) the terms “hereof,” “herein,” “hereby” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the ExhibitsExhibits and Annexes) and not to any particular provision of this Agreement, and Article, Section, paragraph paragraph, Exhibit and Exhibit Annex references are to the Articles, Sections, paragraphs paragraphs, Exhibits and Exhibits Annexes of or to this Agreement, Agreement unless otherwise specified; (iii) the word “including” and words of similar import when used in this Agreement means shall mean “including without limitation”” unless otherwise specified; (iv) “commercially reasonable efforts,” “reasonable best efforts” and “reasonable efforts” shall not require a waiver by any Party of any material rights or any action or omission that would be a breach of this Agreement; (v) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; (v) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (vi) the use of “or” is not intended to be exclusive unless expressly indicated otherwise; and (vii) references to a particular statute or regulation include all references herein rules and regulations thereunder and any successor statute, rule or regulation, in each case as amended or otherwise modified from time to “$” or dollars shall refer to United States dollars, unless otherwise specifiedtime. (b) The Parties hereby acknowledge that each Party and its counsel have reviewed and revised this Agreement and that no rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall be employed in the interpretation of this Agreement (including all of the ExhibitsExhibits and Annexes) or any amendments hereto or theretohereto. (c) The Parties hereby acknowledge and agree that to the extent that there is a conflict between any (i) general provision of this Agreement and (ii) provision specifically relating to Tax matters, the terms of the specific Tax provision shall control. (d) All references to “British pounds sterling” or “£” in this Agreement refer to the lawful currency from time to time of England and all references to “dollars” or “$” in this Agreement refer to the lawful currency from time to time of the United States. All amounts payable under this Agreement shall be payable in dollars and, to the extent necessary, the conversion of any amounts in a currency other than dollars shall be converted to dollars using the arithmetic average of the relevant exchange rate as in effect at 5:00 p.m. Eastern Time (as published on Xxxxxxxxx.xxx) over the five (5) Business Days immediately preceding the date of determination.

Construction; Absence of Presumption. (a) For the purposes of this Agreement: , (i) any reference to “writing” or “written” means any method of reproducing words in a legible and non-transitory form (excluding, for the avoidance of doubt, e-mail); (ii) references to a “company” include any company, corporation or other body corporate wherever and however incorporated or established; (iii) references to a “person” include any natural person, company, partnership, joint venture, firm, association, trust, proprietorship, other business organization, union, and any Governmental Authority, whether incorporated or unincorporated and shall include a reference to that person’s legal representative or successors; (iv) words (including capitalized terms defined herein) in the singular shall be held to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be held to include the other gender as the context requires; (iiv) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the ExhibitsExhibits and Schedules which are incorporated into and form part of this Agreement) and not to any particular provision of this Agreement, and Article, Section, paragraph paragraph, Exhibit and Exhibit Schedule references are to the Articles, Sections, paragraphs paragraphs, Exhibits and Exhibits Schedules to this Agreement, Agreement unless otherwise specified; (iiivi) the word “including” and words of similar import when used in this Agreement means “including without limitation”” unless the context otherwise requires or unless otherwise specified; (ivvii) the word “or” shall not be exclusive; (viii) “commercially reasonable efforts,” “reasonable best efforts” and “reasonable efforts” shall not require a waiver by any Party of any material rights or any action or omission that would be a breach of this Agreement; (vix) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; (x) references to any statute or statutory provision include a reference to that statute or statutory provision as amended, consolidated or replaced from time to time (whether before or after the date of this Agreement) and include any subordinate regulation or rule made under the relevant statute or statutory provision, except to the extent that any amendment, consolidation or replacement would increase or extend the liability of Seller under this Agreement; (xi) references to any New York legal term for any statute, action, remedy, method of financial proceedings, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than New York, be deemed to include what most nearly approximates in that jurisdiction to the New York legal term; and (vixii) all references herein to “$material” mean, where the context so admits, material, individually or dollars shall refer in the aggregate, with respect to United States dollarsthe financial condition, unless otherwise specified.results of operations, business, assets or liabilities of the Group, taken as a whole or, as the case may be, of the Joint Venture; (b) For the purposes of this Agreement, where any statement is to the effect that any person is not aware of any matter or circumstance, or is a statement qualified by the expression “to the Knowledge of” such person or any similar expression, that statement shall be deemed to include an additional statement that it is the actual knowledge of such person after due and careful enquiry, and if such statement relates to Seller, or is a statement qualified by the expression “to the Knowledge of Seller” or any similar expression, such actual knowledge after due and careful enquiry shall be that of the persons set forth in Exhibit D; (c) The Parties hereby acknowledge that each Party and its counsel have reviewed and revised this Agreement and that no rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall be employed in the interpretation of this Agreement (including all of the ExhibitsExhibits and Schedules) or any amendments hereto or theretohereto. (c) The Parties hereby acknowledge and agree that to the extent that there is a conflict between any (i) general provision of this Agreement and (ii) provision specifically relating to Tax matters, the terms of the specific Tax provision shall control.

Construction; Absence of Presumption. (a) For the purposes of this Agreement: , (i) words (including capitalized terms defined herein) in the singular shall be held to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be held to include the other gender as the context requires; (ii) the terms “"hereof,” “" "herein” " and “"herewith” " and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the ExhibitsSchedules, Exhibits and Addenda) and not to any particular provision of this Agreement, and Article, Section, paragraph paragraph, Schedule, Exhibit and Exhibit Addendum references are to the Articles, Sections, paragraphs paragraphs, Schedules, Exhibits and Exhibits Addenda to this Agreement, unless otherwise specifiedprovided; (iii) the word “"including” " and words of similar import when used in this Agreement means “including shall mean "including, without limitation”"; (iv) “commercially reasonable efforts,” “reasonable best efforts” references to this Agreement shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all Schedules, Exhibits and “reasonable efforts” shall not require a waiver by Addenda) and any Party of any material rights amendments hereto or any action or omission that would be a breach of this Agreementthereto; (v) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specifiedprovided; and (viv) all references herein to “"$” " or dollars shall refer to United States dollars, unless otherwise specifiedprovided. (b) For the avoidance of doubt, with respect to all references in this Agreement to "prior written consent, which shall not be unreasonably withheld, conditioned or delayed," it shall be deemed reasonable for the applicable Party to withhold, condition or delay any such consent because of requirements of Law or any objection from a Regulatory Body, including any guidance or other advice or direction communicated informally by Regulatory Bodies to the applicable Party. (c) The Parties hereby acknowledge that each Party and its counsel have reviewed and revised this Agreement and that no rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall be employed in the interpretation of this Agreement (including all of the ExhibitsSchedules, Exhibits and Addenda) or any amendments hereto or thereto. (c) The Parties hereby acknowledge and agree that to the extent that there is a conflict between any (i) general provision of this Agreement and (ii) provision specifically relating to Tax matters, the terms of the specific Tax provision shall control.

Construction; Absence of Presumption. (a) For the purposes of this Agreementhereof: (i) words (including capitalized terms defined herein) in the singular shall be held to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be held to include the other gender gender, in each case as the context requires; (ii) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including the Related Agreements and all of the ExhibitsExhibits and Schedules) and not to any particular provision of this Agreement, and Article, Section, paragraph paragraph, Exhibit and Exhibit Schedule references are to the Articles, Sections, paragraphs paragraphs, Exhibits and Exhibits Schedules to this Agreement, Agreement unless otherwise specified; (iii) the word “including” and words of similar import when used in this Agreement means shall mean “including without limitation”” unless the context otherwise requires or unless otherwise specified; (iv) the word “commercially reasonable efforts,” “reasonable best efforts” and “reasonable effortsor” shall not require a waiver by any Party of any material rights or any action or omission that would be a breach of this Agreementexclusive; (v) any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise; (vi) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; and (vivii) all references herein to “$” dollar amounts shall be to U.S. Dollars. For purposes hereof, where a party hereto makes a representation or dollars warranty, or any covenant or agreement, such representation or warranty shall refer be deemed made by any relevant Subsidiary of such party and such covenant or agreement shall be deemed to United States dollars, unless be a covenant or agreement by such party to cause its relevant Subsidiary to comply with such covenant or agreement; provided that nothing in this sentence shall relieve such party of any of its liabilities or obligations otherwise specifiedimposed by this Agreement. (b) The Parties hereby parties acknowledge that each Party party and its counsel have reviewed and revised this Agreement and the Related Agreements and that no rule of construction to the effect that any ambiguities are to be resolved against the drafting Party party shall be employed in the interpretation of this Agreement or the Related Agreements (including all of the ExhibitsExhibits and Schedules) or any amendments hereto or theretohereto. (c) The Parties hereby acknowledge and agree that to the extent that there is a conflict between any (i) general provision of this Agreement and (ii) provision specifically relating to Tax matters, the terms of the specific Tax provision shall control.

Construction; Absence of Presumption. (a) For the purposes of this Agreement: , (i) any reference to “writing” or “written” means any method of reproducing words in a legible and non-transitory form (excluding, for the avoidance of doubt, e-mail); (ii) references to a “company” include any company, corporation or other body corporate wherever and however incorporated or established; (iii) references to a “person” include any natural person, company, partnership, joint venture, firm, association, trust, proprietorship, other business organization, union, and any Governmental Authority, whether incorporated or unincorporated and shall include a reference to that person’s legal representative or successors; (iv) words (including capitalized terms defined herein) in the singular shall be held to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be held to include the other gender as the context requires; (iiv) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the ExhibitsSchedules which are incorporated into and form part of this Agreement) and not to any particular provision of this Agreement, and Article, Section, paragraph and Exhibit Schedule references are to the Articles, Sections, paragraphs paragraphs, and Exhibits Schedules to this Agreement, Agreement unless otherwise specified; (iiivi) the word “including” and words of similar import when used in this Agreement means “including without limitation”” unless the context otherwise requires or unless otherwise specified; (ivvii) the word “or” shall not be exclusive; (viii) “commercially reasonable efforts,” “reasonable best efforts” and “reasonable efforts” shall not require a waiver by any Party of any material rights or any action or omission that would be a breach of this Agreement; (vix) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; (x) references to any statute or statutory provision include a reference to that statute or statutory provision as amended, consolidated or replaced from time to time (whether before or after the date of this Agreement) and include any subordinate regulation or rule made under the relevant statute or statutory provision, except to the extent that any amendment, consolidation or replacement would increase or extend the liability of Sellers under this Agreement; (xi) references to any New York legal term for any statute, action, remedy, method of financial proceedings, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than New York, be deemed to include what most nearly approximates in that jurisdiction to the New York legal term; and (vixii) all references herein to “$material” mean, where the context so admits, material, individually or dollars shall refer in the aggregate, with respect to United States dollarsthe financial condition, unless otherwise specified.results of operations, business, assets or liabilities of the Group, taken as a whole or, as the case may be, of the Joint Venture; (b) The Parties hereby acknowledge that each Party and its counsel have reviewed and revised this Agreement and that no rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall be employed in the interpretation of this Agreement (including all of the ExhibitsSchedules) or any amendments hereto or theretohereto. (c) The Parties hereby acknowledge and agree that to the extent that there is a conflict between any (i) general provision of this Agreement and (ii) provision specifically relating to Tax matters, the terms of the specific Tax provision shall control.

Construction; Absence of Presumption. (a) For the purposes of this Agreement: , (i) words (including capitalized terms defined herein) in the singular shall be held to include the plural and vice versa versa, and words (including capitalized terms defined herein) of one gender shall be held to include the other gender as the context requires; (ii) the terms “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Exhibits) and not to any particular provision of this Agreement, ; (iii) Article and Article, Section, paragraph and Exhibit Section references are to the Articles, Sections, paragraphs Articles and Exhibits Sections to this Agreement, unless otherwise specified; (iiiiv) the word “including” and words of similar import when used in this Agreement means shall mean “including including, without limitation”; (iv) “commercially reasonable efforts,” “reasonable best efforts” and “reasonable efforts” shall not require a waiver by any Party of any material rights or any action or omission that would be a breach of this Agreement; (v) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; and (vi) all references herein to “$” or dollars shall refer to United States dollars, unless otherwise specified. (b) The Parties hereby acknowledge that each Party table of contents and its counsel have reviewed and revised headings herein are for convenience of reference only, do not constitute part of this Agreement and that no rule of construction shall not be deemed to the effect that limit or otherwise affect any ambiguities are to be resolved against the drafting Party shall be employed in the interpretation of this Agreement (including all of the Exhibits) or any amendments hereto or theretoprovisions hereof. (c) The Parties hereby acknowledge and agree that When a reference is made in the Schedules of the Company Disclosure Letter to Articles, Sections or sub-Sections, such reference shall be to the extent corresponding Article, Section or sub-Section of this Agreement, unless otherwise indicated; provided, however, that there any information set forth in one section of the Schedules of the Company Disclosure Letter will be deemed to apply as a disclosure under each other section or subsection of this Agreement, so long as its relevance is a conflict between reasonably apparent or the Company has cross-referenced the information. The Company Disclosure Letter and the information and disclosures contained in the Company Disclosure Letter are intended only to respond to, qualify or limit the representations, warranties and covenants of the Company contained in this Agreement and shall not be deemed to expand in any way the scope or effect of any such representation, warranty or covenant. The inclusion of any item in any section of the Company Disclosure Letter (i) general does not represent a determination by the Company that such item is “material” or constitutes a Company Material Adverse Change, (ii) does not represent a determination by the Company that such item did not arise in the Ordinary Course of Business and (iii) does not constitute an admission to any third party of any liability or obligation to any third party. (d) The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement and (ii) provision specifically relating to Tax matters, the terms of the specific Tax provision shall controlAgreement.

Construction; Absence of Presumption. (a) For the purposes of this Agreement: (i) words (including capitalized terms defined herein) in the singular shall be held deemed to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be held deemed to include the other gender as the context requires; (ii) the terms “"hereof,” “" "herein” ," "hereby" and “"herewith” " and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the ExhibitsExhibits and Annexes) and not to any particular provision of this Agreement, and Article, Section, paragraph paragraph, Exhibit and Exhibit Annex references are to the Articles, Sections, paragraphs paragraphs, Exhibits and Exhibits Annexes of or to this Agreement, Agreement unless otherwise specified; (iii) the word “"including” " and words of similar import when used in this Agreement means “shall mean "including without limitation”" unless the context otherwise requires or unless otherwise specified; (iv) “commercially reasonable efforts,” “reasonable best efforts” and “reasonable efforts” shall not require a waiver by any Party of any material rights or any action or omission that would be a breach of this Agreement; (v) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; and (viv) all references herein the use of "or" is not intended to “$” or dollars shall refer to United States dollars, be exclusive unless otherwise specifiedexpressly indicated otherwise. (b) The Parties hereby acknowledge that each Party and its counsel have reviewed and revised this Agreement and that no rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall be employed in the interpretation of this Agreement (including all of the ExhibitsExhibits and Annexes) or any amendments hereto or theretohereto. (c) The Parties hereby acknowledge and agree that to the extent that there is a conflict between any (i) general provision of this Agreement and (ii) provision specifically relating to Tax matters, the terms of the specific Tax provision shall control. (d) For any provision of this Agreement requiring a trading price of Purchaser Share for a particular date or period, such price or prices shall be as reported by Bloomberg L.P., for each such trading day on Bloomberg page "NDAQ UQ <Equity> AQR" (or any appropriate successor Bloomberg page).

Construction; Absence of Presumption. In this Agreement: (a) a reference to a statutory provision includes a reference to the statutory provision as modified or re-enacted or both from time to time before the date of this Agreement and any subordinate legislation made under the statutory provision (as so modified or re-enacted) before the date of this Agreement; (b) For the purposes of this Agreement: , (i) words (including capitalized terms defined hereinherein or in Annex I) in the singular shall be held to include the plural and vice versa and words (including capitalized terms defined hereinherein or in Annex I) of one gender shall be held to include the other gender as the context requires; (ii) the terms “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Exhibits, Schedules and Annexes) and not to any particular provision of this Agreement, and Article, Section, paragraph paragraph, Schedule, Annex and Exhibit references are to the Articles, Sections, paragraphs paragraphs, Schedules, Annexes and Exhibits to this Agreement, unless otherwise specified; (iii) the word words “including” and “such as” and words of similar import when used in this Agreement means shall mean “including including, without limitation”; (iv) “commercially reasonable efforts,” “reasonable best efforts” and “reasonable efforts” shall not require a waiver by any Party of any material rights or any action or omission that would be a breach of this Agreement; (v) all references to any period of days shall be deemed to be to the relevant number of calendar days days, unless otherwise specified; (v) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (vi) all references herein to “$” or dollars shall refer to United States dollars, unless otherwise specified; (vii) the phrase “date hereof” or “date of this Agreement” shall be deemed to refer to July 1, 2008; and (viii) unless otherwise indicated, whenever used in this Agreement, any noun or pronoun shall be deemed to include the plural as well as the singular and to cover all genders. (bc) The Parties hereby acknowledge that each Party and its counsel have reviewed and revised this Agreement and that no rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall be employed in the interpretation of this Agreement (including all of the Exhibits) or any amendments hereto or thereto. (cd) The Parties hereby acknowledge table of contents and agree that to Article and Section headings contained in this Agreement are inserted for convenience of reference only and shall not affect the extent that there is a conflict between any (i) general provision meaning or interpretation of this Agreement and (ii) provision specifically relating to Tax matters, the terms of the specific Tax provision shall controlAgreement.

Construction; Absence of Presumption. (a) For the purposes of this Agreement: (i) words (including capitalized terms defined herein) in the singular shall be held to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be held to include the other gender as the context requires; (ii) the terms “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Exhibits) and not to any particular provision of this Agreement, and Article, Section, paragraph and Exhibit references are to the Articles, Sections, paragraphs and Exhibits to this Agreement, unless otherwise specified; (iii) the word “including” and words of similar import when used in this Agreement means “including without limitation”; (iv) “commercially reasonable efforts,” “reasonable best efforts” and “reasonable efforts” shall not require a waiver by any Party party of any material rights or any action or omission that would be a breach of this Agreement; (v) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; and (vi) all references herein to “$” or dollars shall refer to United States dollars, unless otherwise specified. (b) The Parties parties hereby acknowledge that each Party party and its counsel have reviewed and revised this Agreement and that no rule of construction to the effect that any ambiguities are to be resolved against the drafting Party party shall be employed in the interpretation of this Agreement (including all of the ExhibitsExhibits and Schedules) or any amendments hereto or thereto. (c) The Parties parties hereby acknowledge and agree that to the extent that there is a conflict between any (i) general provision of this Agreement and (ii) provision specifically relating to Tax matters, the terms of the specific Tax provision shall control.

Construction; Absence of Presumption. (a) For the purposes of this Agreement: (i) words (including capitalized terms defined herein) in the singular shall be held deemed to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be held deemed to include the other gender as the context requires; (ii) the terms “hereof,” “herein,” “hereby” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the ExhibitsExhibits and Annexes) and not to any particular provision of this Agreement, and Article, Section, paragraph paragraph, Exhibit and Exhibit Annex references are to the Articles, Sections, paragraphs paragraphs, Exhibits and Exhibits Annexes of or to this Agreement, Agreement unless otherwise specified; (iii) the word “including” and words of similar import when used in this Agreement means shall mean “including without limitation”” unless otherwise specified; (iv) “commercially reasonable efforts,” “reasonable best efforts” and “reasonable efforts” shall not require a waiver by any Party of any material rights or any action or omission that would be a breach of this Agreement; (v) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; (v) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (vi) the use of “or” is not intended to be exclusive unless expressly indicated otherwise; and (vii) references to a particular statute or regulation include all references herein rules and regulations thereunder and any successor statute, rule or regulation, in each case as amended or otherwise modified from time to “$” or dollars shall refer to United States dollars, unless otherwise specifiedtime. (b) The Parties hereby acknowledge that each Party and its counsel have reviewed and revised this Agreement and that no rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall be employed in the interpretation of this Agreement (including all of the ExhibitsExhibits and Annexes) or any amendments hereto or theretohereto. (c) The Parties hereby acknowledge and agree that to the extent that there is a conflict between any (i) general provision of this Agreement and (ii) provision specifically relating to Tax matters, the terms of the specific Tax provision shall control. (d) All references to “dollars” or “$” in this Agreement refer to the lawful currency from time to time of the United States and all references to “Canadian dollars” and “C$” in this Agreement refer to the lawful currency from time to time of Canada. Unless mutually agreed otherwise by Sellers and Purchaser at least three (3) Business Days prior to the date of any payment to be made pursuant to this Agreement, any amount payable under this Agreement shall be payable in dollars. If Sellers and Purchaser agree to make any payment due under this Agreement in a currency other than dollars (such as Canadian dollars), unless. Unless mutually agreed otherwise by Sellers and Purchaser at least three (3) Business Days prior to the applicable date of payment, such paymentif any amount payable under this Agreement (or any component of such amount) is not already denominated in the agreed currency for payment (as determined pursuant to the immediately preceding sentence), such amount (or component of such amount) shall be converted from dollars to such otheragreed currency for payment using the arithmetic average of the relevant exchange rate as in effect at 5:00 p.m. New York Time (as published on Xxxxxxxxx.xxx) over the five (5) Business Days beginning on the seventheighth trading day immediately preceding such date of payment and concluding on the thirdfourth trading day immediately preceding such date of payment.

Construction; Absence of Presumption. (a) For the purposes of this Agreement: (i) words (including capitalized terms defined herein) in the singular shall be held deemed to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be held deemed to include the other gender as the context requires; (ii) the terms “hereof,” “herein,” “hereby” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the ExhibitsExhibits and Annexes) and not to any particular provision of this Agreement, and Article, Section, paragraph paragraph, Exhibit and Exhibit Annex references are to the Articles, Sections, paragraphs paragraphs, Exhibits and Exhibits Annexes of or to this Agreement, Agreement unless otherwise specified; (iii) the word “including” and words of similar import when used in this Agreement means shall mean “including without limitation”” unless otherwise specified; (iv) “commercially reasonable efforts,” “reasonable best efforts” and “reasonable efforts” shall not require a waiver by any Party of any material rights or any action or omission that would be a breach of this Agreement; (v) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; (v) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (vi) the use of “or” is not intended to be exclusive unless expressly indicated otherwise; and (vii) references to a particular statute or regulation include all references herein rules and regulations thereunder and any successor statute, rule or regulation, in each case as amended or otherwise modified from time to “$” or dollars shall refer to United States dollars, unless otherwise specifiedtime. (b) The Parties hereby acknowledge that each Party and its counsel have reviewed and revised this Agreement and that no rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall be employed in the interpretation of this Agreement (including all of the ExhibitsExhibits and Annexes) or any amendments hereto or theretohereto. (c) The Parties hereby acknowledge and agree that to the extent that there is a conflict between any (i) general provision of this Agreement and (ii) provision specifically relating to Tax matters, the terms of the specific Tax provision shall control. (d) All references to “British pounds sterling” or “£” in this Agreement refer to the lawful currency from time to time of England and all references to “dollars” or “$” in this Agreement refer to the lawful currency from time to time of the United States. Unless mutually agreed otherwise by Seller and Purchasers at least three (3) Business Days prior to the date of any payment to be made pursuant to this Agreement, any amount payable under this Agreement shall be payable in British pounds sterling. If Seller and Purchasers agree to make any payment due under this Agreement in a currency other than British pounds sterling (such as United States dollars), unlessUnless mutually agreed otherwise by Seller and Purchasers at least three (3) Business Days prior to the applicable date of payment, such paymentif any amount payable under this Agreement (or any component of such amount) is not already denominated in the agreed currency for payment (as determined pursuant to the immediately preceding sentence), such amount (or component of such amount) shall be converted from British pounds sterling to such otheragreed currency for payment using the arithmetic average of the relevant exchange rate as in effect at 5:00 p.m. London Time (as published on Xxxxxxxxx.xxx) over the five (5) Business Days beginning on the seventh eighth trading day immediately preceding such date of payment and concluding on the third fourth trading day immediately preceding such date of payment.

Construction; Absence of Presumption. (a) For the purposes of this Agreement: (i) words (including capitalized terms defined herein) in the singular shall be held deemed to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be held deemed to include the other gender as the context requires; (ii) the terms “hereof,” “herein,” “hereby” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the ExhibitsExhibits and Annexes) and not to any particular provision of this Agreement, and Article, Section, paragraph paragraph, Exhibit and Exhibit Annex references are to the Articles, Sections, paragraphs paragraphs, Exhibits and Exhibits Annexes of or to this Agreement, Agreement unless otherwise specified; (iii) the word “including” and words of similar import when used in this Agreement means shall mean “including without limitation”” unless the context otherwise requires or unless otherwise specified; (iv) “commercially reasonable efforts,” “reasonable best efforts” and “reasonable efforts” shall not require a waiver by any Party of any material rights or any action or omission that would be a breach of this Agreement; (v) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; and (viv) all references herein the use of “or” is not intended to “$” or dollars shall refer to United States dollars, be exclusive unless otherwise specifiedexpressly indicated otherwise. (b) The Parties hereby acknowledge that each Party and its counsel have reviewed and revised this Agreement and that no rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall be employed in the interpretation of this Agreement (including all of the ExhibitsExhibits and Annexes) or any amendments hereto or theretohereto. (c) The Parties hereby acknowledge and agree that to the extent that there is a conflict between any (i) general provision of this Agreement and (ii) provision specifically relating to Tax matters, the terms of the specific Tax provision shall control. (d) For any provision of this Agreement requiring a trading price of Purchaser Share for a particular date or period, such price or prices shall be as reported by Bloomberg L.P., for each such trading day on Bloomberg page “NDAQ UQ <Equity> AQR” (or any appropriate successor Bloomberg page).

Construction; Absence of Presumption. (a) For the purposes of this Agreement: (i) words (including capitalized terms defined herein) in the singular shall be held to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be held to include the other gender as the context requires; (ii) the terms “hereof,” ”, “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules and Exhibits) and not to any particular provision of this Agreement, and Article, Section, paragraph and Exhibit references are to the Articles, Sections, paragraphs and Exhibits to this Agreement), unless otherwise specified; (iii) the word “including” and words of similar import when used in this Agreement means shall mean “including including, without limitation”; (iv) the term “ordinary course of business”, when used in relation to the conduct by Company Entities of their respective businesses, or the conduct of a business by any other Person, means any transaction or activity which constitutes an ordinary day-to-day business activity, conducted in compliance with the Applicable Law and its organizational documents, in a commercially reasonable efforts,” “reasonable best efforts” and “reasonable efforts” shall not require a waiver by any Party business-like manner, having no extraordinary features, and, in the case of the Company Entities, consistent with past procedures and practice and, in the case of any material rights other Person, any transaction or any action or omission activity that would such Person might reasonably be expected to carry out from time to time, insofar as such Person is of similar nature and size and engaged in a breach of this Agreementsimilar business; and (v) all references to any period of days shall will be deemed to be references to the relevant number of calendar days in such period (unless Business Days are specified); provided that unless otherwise specified; expressly stated herein, all terms or periods set forth in this Agreement will be counted by excluding the date of the event that caused the commencement of such term or period and (vi) all references herein including the last day of such period and any term ending on a day that is not a Business Day shall be automatically extended to the immediately subsequent Business Day. The ejusdem generis principle of construction shall not apply to this Agreement. Accordingly, general words shall not be given a restrictive meaning by reason of their being preceded or followed by words indicating a particular class of acts, matters or things or by examples falling within the general words. Any phrase introduced by the terms “$other”, “including”, “include” and “in particular” or dollars shall refer to United States dollars, unless otherwise specified. (b) The Parties hereby acknowledge that each Party and its counsel have reviewed and revised this Agreement and that no rule of construction to the effect that any ambiguities are to be resolved against the drafting Party similar expression shall be employed in construed as illustrative and shall not limit the interpretation of this Agreement (including all sense of the Exhibits) or any amendments hereto or theretowords preceding those terms. (c) The Parties hereby acknowledge and agree that to the extent that there is a conflict between any (i) general provision of this Agreement and (ii) provision specifically relating to Tax matters, the terms of the specific Tax provision shall control.

Construction; Absence of Presumption. (a) For the purposes of this Agreement: (i) words (including capitalized terms defined herein) in the singular shall be held deemed to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be held deemed to include the other gender as the context requires; (ii) the terms “hereof,” “herein,” “hereby” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the ExhibitsExhibits and Annexes) and not to any particular provision of this Agreement, and Article, Section, paragraph paragraph, Exhibit and Exhibit Annex references are to the Articles, Sections, paragraphs paragraphs, Exhibits and Exhibits Annexes of or to this Agreement, Agreement unless otherwise specified; (iii) the word “including” and words of similar import when used in this Agreement means shall mean “including without limitation”” unless otherwise specified; (iv) “commercially reasonable efforts,” “reasonable best efforts” and “reasonable efforts” shall not require a waiver by any Party of any material rights or any action or omission that would be a breach of this Agreement; (v) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; (v) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (vi) the use of “or” is not intended to be exclusive unless expressly indicated otherwise; and (vii) references to a particular statute or regulation include all references herein rules and regulations thereunder and any successor statute, rule or regulation, in each case as amended or otherwise modified from time to “$” or dollars shall refer to United States dollars, unless otherwise specifiedtime. (b) The Parties hereby acknowledge that each Party and its counsel have reviewed and revised this Agreement and that no rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall be employed in the interpretation of this Agreement (including all of the ExhibitsExhibits and Annexes) or any amendments hereto or theretohereto. (c) The Parties hereby acknowledge and agree that to the extent that there is a conflict between any (i) general provision of this Agreement and (ii) provision specifically relating to Tax matters, the terms of the specific Tax provision shall control. (d) All references to “British pounds sterling” or “£” in this Agreement refer to the lawful currency from time to time of England and all references to “dollars” or “$” in this Agreement refer to the lawful currency from time to time of the United States. Unless mutually agreed otherwise by Seller and Purchasers at least three (3) Business Days prior to the date of any payment to be made pursuant to this Agreement, any amount payable under this Agreement shall be payable in British pounds sterling. If Seller and Purchasers agree to make any payment due under this Agreement in a currency other than British pounds sterling (such as United States dollars), unless mutually agreed otherwise by Seller and Purchasers at least three (3) Business Days prior to the date of payment, such payment shall be converted from British pounds sterling to such other currency using the arithmetic average of the relevant exchange rate as in effect at 5:00 p.m. London Time (as published on Bxxxxxxxx.xxx) over the five (5) Business Days beginning on the seventh trading day immediately preceding such date of payment and concluding on the third trading day immediately preceding such date of payment.

Construction; Absence of Presumption. (a) For the purposes of this Agreement: (i) words (including capitalized terms defined herein) in the singular shall be held to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be held to include the other gender as the context requires; (ii) the terms “"hereof,” “" "herein” ," and “"herewith” " and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the ExhibitsExhibits and Schedules) and not to any particular provision of this Agreement, and Article, Section, paragraph paragraph, Exhibit and Exhibit Schedule references are to the Articles, Sections, paragraphs paragraphs, Exhibits and Exhibits Schedules to this Agreement, Agreement unless otherwise specified; (iii) the word “"including” " and words of similar import when used in this Agreement means “shall mean "including without limitation”" unless the context otherwise requires or unless otherwise specified; (iv) “commercially reasonable efforts,” “the word "or" shall not be exclusive; (v) "reasonable best efforts” and “reasonable efforts” " shall not require a waiver by any Party of any material rights under this Agreement or any action or omission that would be a breach of this Agreement; and (vvi) all references to any period of days shall be deemed to be to the relevant number of calendar days unless otherwise specified; and (vi) all references herein to “$” or dollars shall refer to United States dollars, unless otherwise specified. (b) The Parties hereby acknowledge that each Party and its counsel have reviewed and revised this Agreement and that no rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall be employed in the interpretation of this Agreement (including all of the ExhibitsExhibits and Schedules) or any amendments hereto or thereto.hereto) (c) The Parties hereby acknowledge and agree that to the extent that there is a conflict between any (i) any general provision of this Agreement and (ii) any provision specifically relating to Tax matters, the terms of the specific Tax provision shall control.