Common use of Certain Rules of Interpretation Clause in Contracts

Certain Rules of Interpretation. in this Agreement and the Schedules: -------------------------------------------------------------------- (a) An accounting term not otherwise defined has the meaning assigned to it by, and every accounting matter will be determined in accordance with, generally accepted accounting principles in the United States of America ; (b) Unless otherwise specified, all references to monetary amounts are to United States dollars currency (US$) ; (c) The descriptive headings of Articles and Sections are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of such Articles or Sections ; (d) The use of words in the singular or plural, or with a particular gender, shall not limit the scope or exclude the application of any provision of this Agreement to such Person or Persons or circumstances as the context otherwise permits ; (e) Whenever a provision of this Agreement requires an approval or consent by a Party to this Agreement and notification of such approval or consent is not delivered within the applicable time limit, then, unless otherwise specified, the Party whose approval or consent is required shall be conclusively deemed to have withheld its approval or consent ; (f) Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next business day following if the last day of the period is not a business day in the jurisdiction of the Party to make such payment or do such act ; and (g) Whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a business day, such payment shall be made or action taken on the next business day following such day in the jurisdiction of the Party to make such payment or do such act.

Certain Rules of Interpretation. in In this Agreement and the Schedules: --------------------------------------------------------------------schedules: (a) An accounting term not otherwise defined has TIME - time is of the meaning assigned to it by, and every accounting matter will be determined in accordance with, generally accepted accounting principles essence in the United States performance of America the Parties' respective obligations; (b) Unless CURRENCY - unless otherwise specified, all references to monetary money amounts are to lawful currency of the United States dollars currency (US$) of America; (c) The HEADINGS - descriptive headings of Articles and Sections are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of such Articles or Sections Sections; (d) The SINGULAR, ETC. - use of words in the singular or plural, or with a particular gender, shall not limit the scope or exclude the application of any provision of this Agreement to such Person person or Persons persons or circumstances as the context otherwise permits permits; (e) Whenever CONSENT - whenever a provision of this Agreement requires an approval or consent by a Party to this Agreement and notification of such approval or consent is not delivered within the applicable time limitlimited, then, unless otherwise specified, the Party whose consent or approval or consent is required shall be conclusively deemed to have withheld its approval or consent consent; (f) Unless CALCULATION OF TIME - unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next business day Business Day following if the last day of the period is not a business day in the jurisdiction of the Party to make such payment or do such act ; andBusiness Day; (g) Whenever BUSINESS DAY - whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a business dayBusiness Day, such payment shall be made or action taken on the next business day Business Day following such day day; and (h) INCLUSION - where the words "including" or "includes" appear in the jurisdiction of the Party to make such payment this Agreement, they mean "including (or do such actincludes) without limitation".

Certain Rules of Interpretation. in In this Agreement and the Schedules: --------------------------------------------------------------------exhibits and schedules: (a) An accounting term not otherwise defined has Time - time is of the meaning assigned to it by, and every accounting matter will be determined in accordance with, generally accepted accounting principles essence in the United States performance of America the Parties' respective obligations; (b) Unless Currency - unless otherwise specified, all references to monetary money amounts are to lawful currency of the United States dollars currency (US$) of America; (c) The Headings - descriptive headings of Articles and Sections are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of such Articles or Sections Sections; (d) The Singular, etc. - use of words in the singular or plural, or with a particular gender, shall not limit the scope or exclude the application of any provision of this Agreement to such Person person or Persons persons or circumstances as the context otherwise permits permits; (e) Whenever Consent - whenever a provision of this Agreement requires an approval or consent by a Party to this Agreement and notification of such approval or consent is not delivered within the applicable time limitlimited, then, unless otherwise specified, the Party whose consent or approval or consent is required shall be conclusively deemed to have withheld its approval or consent consent; (f) Unless Calculation of Time - unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next business day Business Day following if the last day of the period is not a business day in the jurisdiction of the Party to make such payment or do such act ; andBusiness Day; (g) Whenever Business Day - whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a business dayBusiness Day, such payment shall be made or action taken on the next business day Business Day following such day day; and (h) Inclusion - where the words "including" or "includes" appear in the jurisdiction of the Party to make such payment this Agreement, they mean "including (or do such actincludes) without limitation".

Certain Rules of Interpretation. in In this Agreement and the Schedules: --------------------------------------------------------------------schedules: (a) An accounting term not otherwise defined has TIME - time is of the meaning assigned to it by, and every accounting matter will be determined in accordance with, generally accepted accounting principles essence in the United States performance of America the Parties' respective obligations; (b) Unless CURRENCY - unless otherwise specified, all references to monetary money amounts are to United States dollars lawful currency (US$) of Canada; (c) The HEADINGS - descriptive headings of Articles and Sections are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of such Articles or Sections Sections; (d) The SINGULAR, ETC. - use of words in the singular or plural, or with a particular gender, shall not limit the scope or exclude the application of any provision of this Agreement to such Person person or Persons persons or circumstances as the context otherwise permits permits; (e) Whenever CONSENT - whenever a provision of this Agreement requires an approval or consent by a Party to this Agreement and notification of such approval or consent is not delivered within the applicable time limitlimited, then, unless otherwise specified, the Party whose consent or approval or consent is required shall be conclusively deemed to have withheld its approval or consent consent; (f) Unless CALCULATION OF TIME - unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next business day Business Day following if the last day of the period is not a business day in the jurisdiction of the Party to make such payment or do such act ; andBusiness Day; (g) Whenever BUSINESS DAY - whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a business dayBusiness Day, such payment shall be made or action taken on the next business day Business Day following such day day; and (h) INCLUSION - where the words "including" or "includes" appear in the jurisdiction of the Party to make such payment this Agreement, they mean "including (or do such actincludes) without limitation".

Certain Rules of Interpretation. in In this Agreement and (including the Schedules: --------------------------------------------------------------------): (a) An accounting term not otherwise defined has the meaning assigned all references to it bya time are references to local time in Calgary, and every accounting matter will be determined in accordance with, generally accepted accounting principles in the United States of America ;Alberta, (b) Unless except as otherwise specifiedexpressly provided herein, all references to monetary money amounts are to United States dollars currency (US$) ;Dollars, (c) The references to an Article, Section or Schedule mean and refer to the specified Article, Section or Schedule of or to this Agreement, (d) descriptive headings or titles of Articles Articles, Sections and Sections are Schedules have been inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of such Articles those Articles, Sections or Schedules, and shall not be used in interpreting those Articles, Sections ;or Schedules, (de) The use of words in the singular or pluralplural shall include the other, or with a particular gender shall include any other gender, and shall not limit the scope or exclude the application of any provision of this Agreement to such any Person or Persons or circumstances as the context otherwise permits permits; (ef) Whenever whenever a provision of this Agreement requires an approval or consent by a Party to this Agreement and notification of such Agreement: (i) unless otherwise provided herein, that approval or consent may not be unreasonably withheld, conditioned or delayed, and (ii) if notification of that approval or consent (or the refusal of that approval or consent) is not delivered within the applicable time limit, then, unless otherwise specifiedexpressly specified herein, the Party whose consent or approval or consent is required shall be conclusively deemed not to have withheld provided its approval or consent ;consent, (fg) Unless except as otherwise specifiedexpressly provided herein, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends ends, and by extending the period to the next business day following Business Day following, if the last day of the period is not a business day in the jurisdiction of the Party to make such payment or do such act ; andBusiness Day, (gh) Whenever except as otherwise expressly provided herein, whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a business dayBusiness Day, such that payment shall be made or action taken on the next business day Business Day following such day that day, (i) where the words “including” or “includes” appear in this Agreement, including the jurisdiction Schedules, those words mean “including (or includes) without limitation”, (j) any references herein to an agreement, instrument or writing shall be a reference to that agreement, instrument or writing, as amended from time to time prior to the date hereof, (k) any reference herein to a law, statute, regulation or other enactment shall be a reference to that law, statute, regulation or enactment as amended, replaced or superseded from time to time, and (l) all references in this Agreement to the words “herein”, “hereby”, “hereof”, “hereto”, and words of the Party similar meaning refer to make such payment this Agreement as a whole and not to any particular Article, Section or do such actSchedule except as otherwise expressly provided herein.

Certain Rules of Interpretation. in In this Agreement and the Schedules: --------------------------------------------------------------------Agreement: (a) An accounting term not otherwise defined has time is of the meaning assigned to it by, and every accounting matter will be determined in accordance with, generally accepted accounting principles essence in the United States performance of America the Parties' respective obligations; (b) Unless unless otherwise specified, all references to monetary money amounts are to United States dollars currency (US$) Canadian currency; (c) The the descriptive headings of Articles articles and Sections sections are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of content and shall not be used to interpret the content provisions of such Articles or Sections this Agreement; (d) The the use of words in the singular or plural, or with a particular gender, shall not limit the scope or exclude the application of any provision of this Agreement to such Person or Persons or circumstances as the context otherwise permits permits; (e) Whenever whenever a provision of this Agreement requires an approval or consent by a Party to this Agreement and notification notice of such approval or consent is not delivered within the applicable time limit, then, unless otherwise specified, the Party whose consent or approval or consent is required shall be conclusively deemed to have withheld its approval consent or consent approval; (f) Unless unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which ends the period ends and by extending the period to the next business day Business Day following if the last day of the period is not a business day in the jurisdiction of the Party to make such payment or do such act Business Day; and (g) Whenever whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a business dayBusiness Day, such payment shall be made or action taken on the next business day following such day in the jurisdiction of the Party to make such payment or do such actBusiness Day following.

Certain Rules of Interpretation. in In this Agreement and the Schedules: --------------------------------------------------------------------: (a) An accounting term not otherwise defined has TIME - time is of the meaning assigned to it by, and every accounting matter will be determined in accordance with, generally accepted accounting principles essence in the United States performance of America the Parties' respective obligations; (b) Unless CURRENCY - unless otherwise specified, all references to monetary dollar amounts are to United States dollars currency (US$) Canadian dollars; (c) The HEADINGS - descriptive headings of Articles and Sections are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of such Articles or Sections Sections; (d) The SINGULAR, ETC. - use of words in the singular or plural, or with a particular gender, shall not limit the scope or exclude the application of any provision of this Agreement to such Person person or Persons persons or circumstances as the context otherwise permits permits; (e) Whenever CONSENT - whenever a provision of this Agreement requires an approval or consent by a Party to this Agreement and notification of such approval or consent is not delivered within the applicable time limit, then, unless otherwise specified, the Party whose consent or approval or consent is required shall be conclusively deemed to have withheld its approval or consent consent; (f) Unless CALCULATION OF TIME - unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next business day Business Day following if the last day of the period is not a business day in the jurisdiction of the Party to make such payment or do such act ; andBusiness Day; (g) Whenever BUSINESS DAY - whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a business dayBusiness Day, such payment shall be made or action taken on the next business day Business Day following such day day; (h) INCLUSION - where the words "including" or "includes" appear in the jurisdiction of the Party to make such payment this Agreement, they mean "including (or do such actincludes) without limitation".

Certain Rules of Interpretation. in In this Agreement and (including the Schedules: --------------------------------------------------------------------): (a) An accounting term not otherwise defined has the meaning assigned all references to it bya time are references to local time in Calgary, and every accounting matter will be determined in accordance with, generally accepted accounting principles in the United States of America Alberta; (b) Unless unless otherwise expressly specified, all references to monetary money amounts are to United States dollars currency (US$) Canadian currency; (c) The references to Article or Section mean and refer to the specified Article or Section of this Agreement; (d) descriptive headings or titles of Articles and Sections are have been inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of such those Articles or Sections Sections, and shall not be used in interpreting those Articles or Sections; (de) The use of words in the singular or plural, or with a particular gender, shall include the other and shall not limit the scope or exclude the application of any provision of this Agreement Agreement, to such any Person or Persons or circumstances as the context otherwise permits permits; (ef) Whenever whenever a provision of this Agreement requires an approval or consent by a Party to this Agreement and notification of such Agreement: (i) unless otherwise provided herein, that approval or consent may not be unreasonably withheld or delayed; and (ii) if notification of that approval or consent (or the refusal of that approval or consent) is not delivered within the applicable time limit, then, unless otherwise specifiedexpressly specified herein, the Party whose consent or approval or consent is required shall be conclusively deemed not to have withheld provided its approval or consent consent; (fg) Unless unless otherwise specifiedexpressly specified herein, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends ends, and by extending the period to the next business day following Business Day following, if the last day of the period is not a business day in the jurisdiction of the Party to make such payment or do such act ; andBusiness Day; (gh) Whenever whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a business dayBusiness Day, such that payment shall be made or action taken on the next business day Business Day following such day that day; (i) where the words “including” or “includes” appear in this Agreement, including the jurisdiction Schedules, those words mean “including (or includes) without limitation”; (j) any references herein to an agreement, instrument or writing shall be a reference to that agreement, instrument or writing, as amended from time to time prior to the date hereof; (k) any reference herein to a law, statute, regulation or other enactment shall be a reference to that law, statute, regulation or enactment as amended, replaced or superseded from time to time; and (l) all references in this Agreement to the words “herein”, “hereby”, “hereof”, “hereto”, and words of the Party similar import refer to make such payment this Agreement as a whole and not to any particular Article, Section or do such actSchedule unless expressly stated.

Certain Rules of Interpretation. in In this Agreement and the Schedules: --------------------------------------------------------------------: (a) An accounting term not otherwise defined has TIME - time is of the meaning assigned to it by, and every accounting matter will be determined in accordance with, generally accepted accounting principles essence in the United States performance of America the Parties' respective obligations; (b) Unless CURRENCY - unless otherwise specified, all references to monetary money amounts are to United States dollars currency (US$) Canadian currency; (c) The HEADINGS - descriptive headings of Articles and Sections are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of such Articles or Sections Sections; (d) The SINGULAR, ETC. - use of words in the singular or plural, or with a particular gender, shall not limit the scope or exclude the application of any provision of this Agreement to such Person person or Persons persons or circumstances as the context otherwise permits permits; (e) Whenever CONSENT - whenever a provision of this Agreement requires an approval or consent by a Party to this Agreement and notification of such approval or consent is not delivered within the applicable time limitlimited, then, unless otherwise specified, the Party whose consent or approval or consent is required shall be conclusively deemed to have withheld its approval or consent consent; (f) Unless CALCULATION OF TIME - unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next business day Business Day following if the last day of the period is not a business day in the jurisdiction of the Party to make such payment or do such act ; andBusiness Day; (g) Whenever BUSINESS DAY - whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a business dayBusiness Day, such payment shall be made or action taken on the next business day Business Day following such day day; (h) INCLUSION - where the words "including" or "includes" appear in the jurisdiction of the Party to make such payment this Agreement, they mean "including (or do such actincludes) without limitation".

Certain Rules of Interpretation. in In this Agreement and the Schedules: --------------------------------------------------------------------schedules: (aA) An accounting term not otherwise defined has TIME - time is of the meaning assigned to it by, and every accounting matter will be determined in accordance with, generally accepted accounting principles essence in the United States performance of America the Parties' respective obligations; (bB) Unless CURRENCY - unless otherwise specified, all references to monetary money amounts are to the lawful currency of the United States dollars currency (US$) of America; (cC) The HEADINGS - descriptive headings of Articles and Sections are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of such Articles or Sections Sections; (dD) The SINGULAR, ETC. - use of words in the singular or plural, or with a particular gender, shall not limit the scope or exclude the application of any provision of this Agreement to such Person person or Persons persons or circumstances as the context otherwise permits permits; (eE) Whenever CONSENT - whenever a provision of this Agreement requires an approval or consent by a Party to this Agreement and notification of such approval or consent is not delivered within the applicable time limitlimited, then, unless otherwise specified, the Party whose consent or approval or consent is required shall be conclusively deemed to have withheld its approval or consent consent; (fF) Unless CALCULATION OF TIME - unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next business day Business Day following if the last day of the period is not a business day in the jurisdiction of the Party to make such payment or do such act ; andBusiness Day; (gG) Whenever BUSINESS DAY - whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a business dayBusiness Day, such payment shall be made or action taken on the next business day Business Day following such day day; and (H) INCLUSION - where the words "including" or "includes" appear in the jurisdiction of the Party to make such payment this Agreement, they mean "including (or do such actincludes) without limitation".

Certain Rules of Interpretation. in In this Agreement and Agreement, unless otherwise specifically provided or unless the Schedules: --------------------------------------------------------------------context otherwise requires: (a) An accounting term the terms “Agreement”, “this Agreement”, “the Agreement”, “hereto”, “hereof”, “herein”, “hereby”, “hereunder” and similar expressions refer to this Agreement in its entirety and not otherwise defined has the meaning assigned to it byany particular Article, and every accounting matter will be determined in accordance withSection, generally accepted accounting principles in the United States of America Schedule, or other portion hereof or thereof; (b) Unless otherwise specified, all references to monetary amounts are a “paragraph”, “Section” or “Article” followed by a number or letter refer to United States dollars currency (US$) the specified paragraph, Section or Article of this Agreement; (c) The descriptive the division of this Agreement into articles, sections and paragraphs and the insertion of headings of Articles and Sections are inserted solely for convenience of reference only and are shall not intended as complete affect the construction or accurate descriptions interpretation of the content of such Articles or Sections ;this Agreement. (d) The use of words in importing the singular or pluralshall include the plural and vice versa, or with a particular gender, and words importing gender shall not limit the scope or exclude the application of any provision of this Agreement to such Person or Persons or circumstances as the context otherwise permits include all genders; (e) Whenever a provision of this Agreement requires an approval or consent by a Party to this Agreement the words “including”, “includes” and notification of such approval or consent is not delivered within the applicable time limit, then, unless otherwise specified, the Party whose approval or consent is required “include” shall be conclusively deemed to have withheld its approval or consent be followed by the words “without limitation”; (f) Unless otherwise specifiedthe terms “party” and “the parties” refer to a party or the parties to this Agreement, time periods within and references to a Person in this Agreement means such Person or following which any payment is its successors or permitted assigns; (g) references to agreements (including this Agreement) and other contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto, but only to the extent such amendments and other modifications are not prohibited by the terms of this Agreement; (h) references to statutes or regulations are to be made construed as including all statutory and regulatory provisions consolidating, amending, supplementing, interpreting or act is to be done shall be calculated by excluding replacing the day on which the period commences and including the day on which the period ends and by extending the period to the next business day following if the last day of the period is not a business day in the jurisdiction of the Party to make such payment statute or do such act regulation referred to; and (gi) Whenever except as otherwise specifically provided herein, where any payment is to be made or action to be taken under this Agreement is required to be made or any other action is required to be taken on a particular day other than and such day is not a business Business Day and, as a result, such payment cannot be made or action cannot be taken on such day, then this Agreement shall be deemed to provide that such payment shall be made or such action shall be taken on the next business day following first (1st) Business Day after such day in the jurisdiction of the Party to make such payment or do such actday.

Certain Rules of Interpretation. in In this Agreement and (including the Schedules: --------------------------------------------------------------------): (a) An accounting term not otherwise defined has the meaning assigned all references to it bya time are references to local time in Calgary, and every accounting matter will be determined in accordance with, generally accepted accounting principles in the United States of America Alberta; (b) Unless except for references to money amounts in Article 3, and in Section 6.2(c)(ii) which references shall be to US Dollars, or as otherwise specifiedexpressly specified in this Agreement, all references to monetary money amounts are to United States dollars currency (US$) Canadian currency; (c) The references to Article or Section mean and refer to the specified Article or Section of this Agreement; (d) descriptive headings or titles of Articles and Sections are have been inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of such those Articles or Sections Sections, and shall not be used in interpreting those Articles or Sections; (de) The use of words in the singular or plural, or with a particular gender, shall include the other and shall not limit the scope or exclude the application of any provision of this Agreement Agreement, to such any Person or Persons or circumstances as the context otherwise permits permits; (ef) Whenever whenever a provision of this Agreement requires an approval or consent by a Party to this Agreement and notification of such Agreement: (i) unless otherwise provided herein, that approval or consent may not be unreasonably withheld or delayed; and (ii) if notification of that approval or consent (or the refusal of that approval or consent) is not delivered within the applicable time limit, then, unless otherwise specifiedexpressly specified herein, the Party whose consent or approval or consent is required shall be conclusively deemed not to have withheld provided its approval or consent consent; (fg) Unless unless otherwise specifiedexpressly specified herein, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends ends, and by extending the period to the next business day following Business Day following, if the last day of the period is not a business day in the jurisdiction of the Party to make such payment or do such act ; andBusiness Day; (gh) Whenever whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a business dayBusiness Day, such that payment shall be made or action taken on the next business day Business Day following such day that day; (i) where the words "including" or "includes" appear in this Agreement, including the jurisdiction Schedules, those words mean "including (or includes) without limitation"; (j) any references herein to an agreement, instrument or writing shall be a reference to that agreement, instrument or writing, as amended from time to time prior to the date hereof; (k) any reference herein to a law, statute, regulation or other enactment shall be a reference to that law, statute, regulation or enactment as amended, replaced or superseded from time to time; (l) all references in this Agreement to the words "herein", "hereby", "hereof", "hereto", and words of similar import refer to this Agreement as a whole and not to any particular Article, Section or Schedule unless otherwise expressly stated; and (m) where any conversion of Canadian currency or US Dollars from one to the other is required, the Parties shall use the average of the Party Bank of Canada posted noon spot exchange rates on the Business Day prior to make such payment or do such actthe Business Day on which the conversion takes place.

Certain Rules of Interpretation. in In this Agreement and the Schedules: --------------------------------------------------------------------: (a) An accounting term not otherwise defined has TIME - time is of the meaning assigned to it by, and every accounting matter will be determined in accordance with, generally accepted accounting principles essence in the United States performance of America the Parties' respective obligations; (b) Unless CURRENCY - unless otherwise specified, all references to monetary money amounts are to United States dollars currency (US$) ; (c) The descriptive headings of Articles and Sections are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of such Articles or Sections Canadian currency; (d) The SINGULAR, ETC. - the use of words in the singular or plural, or with a particular gender, shall not limit the scope or exclude the application of any provision of this Agreement to such Person person or Persons persons or circumstances as the context otherwise permits permits; (e) Whenever CONSENT - whenever a provision of this Agreement requires an approval or consent by a Party to this Agreement and notification of such approval or consent is not delivered within the applicable time limitlimited, then, unless otherwise specified, the Party whose consent or approval or consent is required shall be conclusively deemed to have withheld its approval or consent consent; (f) Unless CALCULATION OF TIME - unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next business day Business Day following if the last day of the period is not a business day in the jurisdiction of the Party to make such payment or do such act Business Day; and (g) Whenever BUSINESS DAY - whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a business dayBusiness Day, such payment shall be made or action taken on the next business day Business Day following such day in the jurisdiction of the Party to make such payment or do such actday.

Certain Rules of Interpretation. in this Agreement and the Schedules: -------------------------------------------------------------------- (a) An accounting term not otherwise defined has the meaning assigned to it by, and every accounting matter will be determined in accordance with, generally accepted accounting principles in the United States of America ; (b) Unless otherwise specified, all references to monetary money amounts are to United States dollars currency (US$) ;Canadian currency. (cb) The descriptive headings of Articles and Sections are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of content and shall not be used to interpret the content provisions of such Articles or Sections ;this Agreement. (dc) The use of words in the singular or plural, or with a particular gender, shall not limit the scope or exclude the application of any provision of this Agreement or a Schedule to such Person or Persons or circumstances as the context otherwise permits ;permits. (ed) Whenever a provision of this Agreement or a Schedule requires an approval or consent by a Party to this Agreement party and notification of such approval or consent is not delivered within the applicable time limit, then, unless otherwise specified, the Party party whose consent or approval or consent is required shall be conclusively deemed to have withheld its approval consent or consent ;approval. (fe) Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next business day Business Day following if the last day of the period is not a business day in the jurisdiction of the Party to make such payment or do such act ; andBusiness Day. (gf) Whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a business dayBusiness Day, such payment shall be made or action taken on the next business day following such day in the jurisdiction of the Party Business Day following. (g) The words "including" and "includes" shall be deemed to make such payment or do such actmean "including without limitation" and "includes without limitation" respectively.

Certain Rules of Interpretation. in In this Agreement and Agreement, unless otherwise specifically provided or unless the Schedules: --------------------------------------------------------------------context otherwise requires: (a) An accounting term the terms “Agreement”, “this Agreement”, “the Agreement”, “hereto”, “hereof”, “herein”, “hereby”, “hereunder” and similar expressions refer to this Agreement in its entirety and not otherwise defined has the meaning assigned to it by, and every accounting matter will be determined in accordance with, generally accepted accounting principles in the United States of America any particular provision hereof; (b) Unless otherwise specified, all references to monetary amounts are a “clause”, “Section” or “Schedule” followed by a number or letter refer to United States dollars currency (US$) the specified clause or Section of or Schedule to this Agreement; (c) The descriptive headings of Articles and Sections are inserted solely for convenience of reference and are not intended as complete references to a Party in this Agreement mean the Party or accurate descriptions of the content of such Articles its successors or Sections permitted assigns; (d) The use of words in the singular or plural, or with a particular gender, shall not limit the scope or exclude the application of any provision division of this Agreement to such Person into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or Persons or circumstances as the context otherwise permits interpretation of this Agreement; (e) Whenever a provision of this Agreement requires an approval or consent by a Party to this Agreement words importing the singular shall include the plural and notification of such approval or consent is not delivered within the applicable time limitvice versa, then, unless otherwise specified, the Party whose approval or consent is required and words importing gender shall be conclusively deemed to have withheld its approval or consent include all genders; (f) Unless otherwise specifiedthe words “including”, time periods within or following which any payment is “includes” and “include” shall be deemed to be made or act is followed by the words “without limitation”; (g) a date on which an event occurs will be deemed to be done shall the date in Vancouver, British Columbia, when the event occurred, and a period of Calendar Days will be calculated by excluding deemed to begin on the first day on after the event which began the period commences and including to end at 11:59 p.m. in Vancouver, British Columbia on the last day on which of the period ends and by extending the period to the next business day following period, provided that, if the last day of the period is does not fall on a business day Business Day, the period will terminate at 11:59 p.m. in Vancouver, British Columbia on the jurisdiction of the Party to make such payment or do such act ; andnext Business Day; (gh) Whenever whenever any payment is to be made or action to be taken under this Agreement is required to be made made, action is required to be taken or taken period of time is to expire on a day other than a business dayBusiness Day, such payment shall be made made, action shall be taken or action taken period shall expire on the next business day following Business Day; (i) references to agreements (including this Agreement) and other contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto (other than where expressly noted otherwise herein), but only to the extent such day amendments and other modifications are not prohibited by the terms of this Agreement; (j) unless otherwise stated, all accounting terms used in this Agreement shall have the jurisdiction meanings attributable thereto under generally accepted accounting principles applicable to such entity at the relevant time, in effect from time to time (which may be International Financial Reporting Standards), consistently applied, and all determinations of an accounting nature required to be made shall be made in a manner consistent with such applicable generally accepted accounting principles; (k) references to a Person in this Agreement refer to such Person and their legal successors, assigns, heirs, executors, administrators, estate, trustees and personal or legal representatives; (l) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Parties acknowledge that they have each participated in drafting the terms of this Agreement. The Parties agree that any rule of legal interpretation to the effect that any ambiguity is to be resolved against the drafting Party will not apply in interpreting this Agreement; and (m) references to make such payment statutes or do such actregulations are to be construed as including all statutory and regulatory provisions consolidating, amending, supplementing, interpreting or replacing the statute or regulation referred to.

Certain Rules of Interpretation. in In this Agreement and the Schedules: --------------------------------------------------------------------Agreement, (a) An accounting term not otherwise defined has time is of the meaning assigned to it by, and every accounting matter will be determined in accordance with, generally accepted accounting principles essence in the United States performance of America the Parties' respective obligations; (b) Unless otherwise specified, all references to monetary amounts are to United States dollars currency (US$) ; (c) The the descriptive headings of Articles and Sections are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of such Articles or Sections content; (dc) The the use of words in the singular or plural, or with a particular gender, shall not limit the scope or exclude the application of any provision of this Agreement to such Person person or Persons persons or circumstances as the context otherwise permits permits; (d) any reference to a particular Shareholder includes, where the context permits, all Eligible Transferees of that Shareholder and any successor thereto resulting from any amalgamation, merger, arrangement or other reorganization of or including that Shareholder or Eligible Transferee or any continuance under the laws of another jurisdiction; (e) Whenever whenever a provision of this Agreement requires an approval or consent by a Party to this Agreement party and notification of such approval or consent is not delivered within the applicable time limit, then, unless otherwise specified, the Party party whose consent or approval or consent is required shall be conclusively deemed to have withheld its approval consent or consent approval; (f) Unless unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which ends the period ends and by extending the period to the next business day Business Day following if the last day of the period is not a business day in the jurisdiction of the Party to make such payment or do such act ; andBusiness Day; (g) Whenever whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a business dayBusiness Day, such payment shall be made or action taken on the next business day following such day in the jurisdiction Business Day following; and (h) whenever a percentage calculation of the Party issued and outstanding Shares is required to make be made under the terms of this Agreement, such payment calculation shall be made excluding any Shares issuable (but not yet issued) upon the exercise of any options granted under the Stock Option Plan or do such actany other Securities convertible into Shares.

Certain Rules of Interpretation. in this Agreement and the Schedules: -------------------------------------------------------------------- (a) An accounting term not otherwise defined has the meaning assigned to it by, and every accounting matter will be determined in accordance with, generally accepted accounting principles The Parties have participated jointly in the United States negotiation and drafting of America ;this Agreement. If an ambiguity or 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 or construction shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement. (b) Unless Words denoting the singular shall include the plural and vice versa. Words denoting one gender shall include another gender, unless the context or construction otherwise specified, all references to monetary amounts are to United States dollars currency (US$) ;requires. (c) The descriptive Titles and headings of Articles and Sections in this Agreement are inserted solely for convenience ease of reference only and are do not intended as complete or accurate descriptions affect the construction of the content respective provisions of such Articles or Sections ;this Agreement. (d) The use of Whenever the words “include”, “includes” or “including” are used in this Agreement, they will be deemed to be followed by the singular or pluralwords “without limitation.” Also, or with a particular genderthe words “hereof”, shall not limit the scope or exclude the application of any provision of “herein” and other similar expressions used in this Agreement refer to such Person or Persons or circumstances this Agreement as the context otherwise permits ;a whole and not to any particular part of it. (e) Whenever The obligation of a provision of this Agreement requires Party to use its efforts, whether best or reasonable, to accomplish an approval objective shall be construed as an “obbligazione di mezzi” and not as an absolute obligation to ensure that such objective is actually achieved (i.e., as an “obbligazione di risultato”). (f) The words “shall cause” or consent “shall procure that” (or any similar expression) and, in general, any reference to actions to be taken (or not taken) by a Person which is not a Party to this Agreement and notification of such approval or consent is not delivered within the applicable time limit, then, unless otherwise specified, the Party whose approval or consent is required shall be conclusively deemed to have withheld its approval or consent ;construed as a “promessa dell’obbligazione o del fatto del terzo” in accordance with article 1381 of the Code. (fg) Unless otherwise specifiedAny reference in this Agreement to a “day” or number of “days” (without the explicit qualification of Business Day(s)) shall be interpreted as a reference to a calendar day or number of calendar days. When calculating the period of days before which, time periods within which or following which any payment is to be made or act is to be done done, or step taken, under this Agreement, the day that is the reference date in calculating such period shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next business day following if excluded. If the last day of the such period is not a business day in Business Day, the jurisdiction of the Party to make such payment or do such act ; and (g) Whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a business day, such payment relevant period shall be made or action taken end on the next business day following such day succeeding Business Day. Unless otherwise expressly indicated, any period of time expressed in the jurisdiction months shall be calculated under article 2963, paragraphs 4 and 5 (Computo dei termini di prescrizione) of the Party to make such payment Code. (h) Where in this Agreement an Italian term is given in italics or do such actin italics and in brackets after an English term and there is any inconsistency between the Italian and the English terms, the meaning of the Italian term shall prevail.

Certain Rules of Interpretation. in In this Agreement and the Schedules: --------------------------------------------------------------------Agreement: (a) An accounting term not otherwise defined has Time - time is of the meaning assigned to it by, and every accounting matter will be determined in accordance with, generally accepted accounting principles essence in the United States performance of America the Parties' respective obligations; (b) Unless otherwise specified, all references to monetary amounts are to United States dollars currency (US$) ; (c) The Headings - descriptive headings of Articles and Sections are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of such Articles or Sections Sections; (dc) The Singular, etc. - use of words in the singular or plural, or with a particular gender, shall not limit the scope or exclude the application of any provision of this Agreement to such Person person or Persons persons or circumstances as the context otherwise permits permits; (ed) Whenever a provision Calculation of this Agreement requires an approval or consent by a Party to this Agreement and notification of such approval or consent is not delivered within the applicable time limit, then, Time - unless otherwise specified, the Party whose approval or consent is required shall be conclusively deemed to have withheld its approval or consent ; (f) Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next business day Business Day following if the last day of the period is not a business day Business Day; (e) Currency - all amounts in this Agreement are stated and shall be paid in lawful currency of the United States of America. Where currency is to be converted from United States dollars to Canadian dollars, the rate to be used will be the noon buying rate in the jurisdiction City of New York for cable transfers in Canadian dollars as certified for customs purposes by the Party to make Federal Reserve Bank of New York in effect on the relevant date (or the inverse of such payment or do such act ; andrate if appropriate); (gf) Whenever Business Day - whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a business dayBusiness Day, such payment shall be made or action taken on the next business day Business Day following such day day; and (g) Inclusion - where the words "including" or "includes" appear in the jurisdiction of the Party to make such payment this Agreement, they mean "including (or do such actincludes) without limitation".

Certain Rules of Interpretation. in In this Agreement and the Schedules: --------------------------------------------------------------------: (a) An accounting term not otherwise defined has TIME - time is of the meaning assigned to it by, and every accounting matter will be determined in accordance with, generally accepted accounting principles essence in the United States performance of America the Parties' respective obligations; (b) Unless CURRENCY - unless otherwise specified, all references to monetary money amounts are to United States dollars currency (US$) Canadian currency; (c) The HEADINGS - the descriptive headings of Articles and Sections are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of such Articles or Sections Sections; (d) The SINGULAR, ETC. - the use of words in the singular or plural, or with a particular gender, shall not limit the scope or exclude the application of any provision of this Agreement to such Person person or Persons persons or circumstances as the context otherwise permits permits; (e) Whenever CONSENT - whenever a provision of this Agreement requires an approval or consent by a Party to this Agreement and notification of such approval or consent is not delivered within the applicable time limit, then, unless otherwise specified, the Party whose consent or approval or consent is required shall be conclusively deemed to have withheld its approval or consent consent; (f) Unless CALCULATION OF TIME - unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next business day Business Day following if the last day of the period is not a business day in the jurisdiction of the Party to make such payment or do such act ; andBusiness Day; (g) Whenever BUSINESS DAY - whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a business dayBusiness Day, such payment shall be made or action taken on the next business day Business Day following such day in the jurisdiction of the Party to make such payment or do such actday.