Common use of Certain Rules of Interpretation Clause in Contracts

Certain Rules of Interpretation. (a) In this Agreement, words signifying the singular number include the plural and vice versa, and words signifying gender include all genders. Every use of the word “including” in this Agreement is to be construed as meaning “including, without limitation”. (b) The division of this Agreement into Articles, Sections and paragraphs, the insertion of headings and the provision of a table of contents are for convenience of reference only and do not affect the construction or interpretation of this Agreement. (c) References in this Agreement to an Article, Section, paragraph or Schedule are to be construed as references to an Article, Section, paragraph or Schedule of or to this Agreement unless otherwise specified. The expressions “hereto”, “hereof”, “herein”, “hereby” and “hereunder” and similar expressions mean and refer to this Agreement and, unless the context otherwise requires, not to any particular Article, Section, paragraph or other subdivision of this Agreement (d) Unless otherwise specified in this Agreement, time periods within which or following which any payment is to be made or act is to be done will be calculated by excluding the day on which the period begins and including the day on which the period ends. If the last day of a time period is not a Business Day, the time period will end on the next Business Day. (e) Unless otherwise specified, any reference in this Agreement to any statute includes all regulations made under or in connection with that statute from time to time, and is to be construed as a reference to that statute as amended, supplemented or replaced from time to time. (f) Wherever the context so requires, a term used herein importing the singular number shall also include the plural and vice versa.

Certain Rules of Interpretation. In this Agreement and the schedules: (a) In this Agreement, words signifying the singular number include the plural and vice versa, and words signifying gender include all genders. Every use Time - time is of the word “including” essence in this Agreement is to be construed as meaning “including, without limitation”.the performance of the Parties' respective obligations; (b) The division Currency - unless otherwise specified, all references to money amounts are to lawful currency of this Agreement into Articles, the United States of America; (c) Headings - descriptive headings of Articles and Sections and paragraphs, the insertion of headings and the provision of a table of contents are inserted solely for convenience of reference only and do are not affect intended as complete or accurate descriptions of the construction content of such Articles or interpretation of this Agreement. (c) References in this Agreement to an Article, Section, paragraph or Schedule are to be construed as references to an Article, Section, paragraph or Schedule of or to this Agreement unless otherwise specified. The expressions “hereto”, “hereof”, “herein”, “hereby” and “hereunder” and similar expressions mean and refer to this Agreement and, unless the context otherwise requires, not to any particular Article, Section, paragraph or other subdivision of this AgreementSections; (d) Unless 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 or persons or circumstances as the context otherwise specified in permits; (e) Consent - whenever a provision of this AgreementAgreement 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 limited, then, unless otherwise specified, the Party whose consent or approval is required shall be conclusively deemed to have withheld its approval or consent; (f) Calculation of Time - unless otherwise specified, time periods within which or following which any payment is to be made or act is to be done will shall be calculated by excluding the day on which the period begins commences and including the day on which the period ends. If ends and by extending the period to the next Business Day following if the last day of a time the period is not a Business Day; (g) 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 Day, the time period will end such payment shall be made or action taken on the next Business Day.Day following such day; and (eh) Unless otherwise specified, any reference Inclusion - where the words "including" or "includes" appear in this Agreement to any statute includes all regulations made under Agreement, they mean "including (or in connection with that statute from time to time, and is to be construed as a reference to that statute as amended, supplemented or replaced from time to timeincludes) without limitation". (f) Wherever the context so requires, a term used herein importing the singular number shall also include the plural and vice versa.

Certain Rules of Interpretation. In this Agreement and the Schedules: (a) In this Agreement, words signifying the singular number include the plural and vice versa, and words signifying gender include all genders. Every use TIME - time is of the word “including” essence in this Agreement is to be construed as meaning “including, without limitation”.the performance of the Parties' respective obligations; (b) The division CURRENCY - unless otherwise specified, all references to money amounts are to Canadian currency; (c) HEADINGS - descriptive headings of this Agreement into Articles, Sections Articles and paragraphs, the insertion of headings and the provision of a table of contents sections are inserted solely for convenience of reference only and do are not affect intended as complete or accurate descriptions of the construction content of those Articles or interpretation of this Agreement. (c) References in this Agreement to an Article, Section, paragraph or Schedule are to be construed as references to an Article, Section, paragraph or Schedule of or to this Agreement unless otherwise specified. The expressions “hereto”, “hereof”, “herein”, “hereby” and “hereunder” and similar expressions mean and refer to this Agreement and, unless the context otherwise requires, not to any particular Article, Section, paragraph or other subdivision of this Agreementsections; (d) Unless SINGULAR, ETC. - use of words in the singular or plural, or with a particular gender, will not limit the scope or exclude the application of any provision of this Agreement to that Person or those Persons or circumstances as the context otherwise specified in permits; (e) CONSENT - whenever a provision of this AgreementAgreement requires an approval or consent by a Party to this Agreement and notification of that approval or consent is not delivered within the applicable time limit, then, unless otherwise specified, the Party whose consent or approval is required will be conclusively deemed to have withheld its approval or consent; (f) CALCULATION OF TIME - unless otherwise specified, time periods within which or following which any payment is to be made or act is to be done will be calculated by excluding the day on which the period begins commences and including the day on which the period ends. If ends and by extending the period to the next Business Day following if the last day of a time the period is not a Business Day; (g) BUSINESS DAY - whenever any payment 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, the time period that payment will end be made or action taken on the next Business Day.Day following that day; and (eh) Unless otherwise specified, any reference INCLUSION - where the words "including" or "includes" appear in this Agreement to any statute includes all regulations made under Agreement, they mean "including (or in connection with that statute from time to time, and is to be construed as a reference to that statute as amended, supplemented or replaced from time to timeincludes) without limitation". (f) Wherever the context so requires, a term used herein importing the singular number shall also include the plural and vice versa.

Certain Rules of Interpretation. In this Agreement and the Schedules: (a) In this Agreement, words signifying the singular number include the plural and vice versa, and words signifying gender include all genders. Every use TIME - time is of the word “including” essence in this Agreement is to be construed as meaning “including, without limitation”.the performance of the Parties' respective obligations; (b) The division CURRENCY - unless otherwise specified, all references to money amounts are to Canadian currency; (c) HEADINGS - the descriptive headings of this Agreement into Articles, Articles and Sections and paragraphs, the insertion of headings and the provision of a table of contents are inserted solely for convenience of reference only and do are not affect intended as complete or accurate descriptions of the construction content of such Articles or interpretation of this Agreement. (c) References in this Agreement to an Article, Section, paragraph or Schedule are to be construed as references to an Article, Section, paragraph or Schedule of or to this Agreement unless otherwise specified. The expressions “hereto”, “hereof”, “herein”, “hereby” and “hereunder” and similar expressions mean and refer to this Agreement and, unless the context otherwise requires, not to any particular Article, Section, paragraph or other subdivision of this AgreementSections; (d) Unless 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 or persons or circumstances as the context otherwise specified in permits; (e) CONSENT - whenever a provision of this AgreementAgreement 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 is required shall be conclusively deemed to have withheld its approval or consent; (f) CALCULATION OF TIME - unless otherwise specified, time periods within which or following which any payment is to be made or act is to be done will shall be calculated by excluding the day on which the period begins commences and including the day on which the period ends. If ends and by extending the period to the next Business Day following if the last day of a time the period is not a Business Day; (g) BUSINESS DAY - whenever any payment 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, the time period will end such payment shall be made or action taken on the next Business DayDay following such day. (e) Unless otherwise specified, any reference in this Agreement to any statute includes all regulations made under or in connection with that statute from time to time, and is to be construed as a reference to that statute as amended, supplemented or replaced from time to time. (f) Wherever the context so requires, a term used herein importing the singular number shall also include the plural and vice versa.

Certain Rules of Interpretation. in this Agreement and the Schedules: -------------------------------------------------------------------- (a) In this Agreement, words signifying An accounting term not otherwise defined has the singular number include the plural and vice versameaning assigned to it by, and words signifying gender include all genders. Every use every accounting matter will be determined in accordance with, generally accepted accounting principles in the United States of the word “including” in this Agreement is to be construed as meaning “including, without limitation”.America ; (b) Unless otherwise specified, all references to monetary amounts are to United States dollars currency (US$) ; (c) The division descriptive headings of this Agreement into Articles, Articles and Sections and paragraphs, the insertion of headings and the provision of a table of contents are inserted solely for convenience of reference only and do are not affect intended as complete or accurate descriptions of the construction content of such Articles or interpretation of this Agreement. (c) References in this Agreement to an Article, Section, paragraph or Schedule are to be construed as references to an Article, Section, paragraph or Schedule of or to this Agreement unless otherwise specified. The expressions “hereto”, “hereof”, “herein”, “hereby” and “hereunder” and similar expressions mean and refer to this Agreement and, unless the context otherwise requires, not to any particular Article, Section, paragraph or other subdivision of this AgreementSections ; (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 in this Agreementspecified, time periods within which or following which any payment is to be made or act is to be done will shall be calculated by excluding the day on which the period begins commences and including the day on which the period ends. If ends and by extending the period to the next business day following if the last day of a time the period is not a Business Daybusiness 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, the time period will end such payment shall be made or action taken on the next Business Daybusiness day following such day in the jurisdiction of the Party to make such payment or do such act. (e) Unless otherwise specified, any reference in this Agreement to any statute includes all regulations made under or in connection with that statute from time to time, and is to be construed as a reference to that statute as amended, supplemented or replaced from time to time. (f) Wherever the context so requires, a term used herein importing the singular number shall also include the plural and vice versa.

Certain Rules of Interpretation. In this Agreement and the schedules: (a) In this Agreement, words signifying the singular number include the plural and vice versa, and words signifying gender include all genders. Every use TIME - time is of the word “including” essence in this Agreement is to be construed as meaning “including, without limitation”.the performance of the Parties' respective obligations; (b) The division CURRENCY - unless otherwise specified, all references to money amounts are to lawful currency of this Agreement into Articles, the United States of America; (c) HEADINGS - descriptive headings of Articles and Sections and paragraphs, the insertion of headings and the provision of a table of contents are inserted solely for convenience of reference only and do are not affect intended as complete or accurate descriptions of the construction content of such Articles or interpretation of this Agreement. (c) References in this Agreement to an Article, Section, paragraph or Schedule are to be construed as references to an Article, Section, paragraph or Schedule of or to this Agreement unless otherwise specified. The expressions “hereto”, “hereof”, “herein”, “hereby” and “hereunder” and similar expressions mean and refer to this Agreement and, unless the context otherwise requires, not to any particular Article, Section, paragraph or other subdivision of this AgreementSections; (d) Unless 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 or persons or circumstances as the context otherwise specified in permits; (e) CONSENT - whenever a provision of this AgreementAgreement 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 limited, then, unless otherwise specified, the Party whose consent or approval is required shall be conclusively deemed to have withheld its approval or consent; (f) CALCULATION OF TIME - unless otherwise specified, time periods within which or following which any payment is to be made or act is to be done will shall be calculated by excluding the day on which the period begins commences and including the day on which the period ends. If ends and by extending the period to the next Business Day following if the last day of a time the period is not a Business Day; (g) 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 Day, the time period will end such payment shall be made or action taken on the next Business Day.Day following such day; and (eh) Unless otherwise specified, any reference INCLUSION - where the words "including" or "includes" appear in this Agreement to any statute includes all regulations made under Agreement, they mean "including (or in connection with that statute from time to time, and is to be construed as a reference to that statute as amended, supplemented or replaced from time to timeincludes) without limitation". (f) Wherever the context so requires, a term used herein importing the singular number shall also include the plural and vice versa.

Certain Rules of Interpretation. In this Agreement and the exhibits and schedules: (a) In this Agreement, words signifying the singular number include the plural and vice versa, and words signifying gender include all genders. Every use Time - time is of the word “including” essence in this Agreement is to be construed as meaning “including, without limitation”.the performance of the Parties' respective obligations; (b) The division Currency - unless otherwise specified, all references to money amounts are to lawful currency of this Agreement into Articles, the United States of America; (c) Headings - descriptive headings of Articles and Sections and paragraphs, the insertion of headings and the provision of a table of contents are inserted solely for convenience of reference only and do are not affect intended as complete or accurate descriptions of the construction content of such Articles or interpretation of this Agreement. (c) References in this Agreement to an Article, Section, paragraph or Schedule are to be construed as references to an Article, Section, paragraph or Schedule of or to this Agreement unless otherwise specified. The expressions “hereto”, “hereof”, “herein”, “hereby” and “hereunder” and similar expressions mean and refer to this Agreement and, unless the context otherwise requires, not to any particular Article, Section, paragraph or other subdivision of this AgreementSections; (d) Unless 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 or persons or circumstances as the context otherwise specified in permits; (e) Consent - whenever a provision of this AgreementAgreement 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 limited, then, unless otherwise specified, the Party whose consent or approval is required shall be conclusively deemed to have withheld its approval or consent; (f) Calculation of Time - unless otherwise specified, time periods within which or following which any payment is to be made or act is to be done will shall be calculated by excluding the day on which the period begins commences and including the day on which the period ends. If ends and by extending the period to the next Business Day following if the last day of a time the period is not a Business Day; (g) 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 Day, the time period will end such payment shall be made or action taken on the next Business Day.Day following such day; and (eh) Unless otherwise specified, any reference Inclusion - where the words "including" or "includes" appear in this Agreement to any statute includes all regulations made under Agreement, they mean "including (or in connection with that statute from time to time, and is to be construed as a reference to that statute as amended, supplemented or replaced from time to timeincludes) without limitation". (f) Wherever the context so requires, a term used herein importing the singular number shall also include the plural and vice versa.

Certain Rules of Interpretation. In this Agreement (including the Schedules): (a) In this Agreementall references to a time are references to local time in Calgary, words signifying the singular number include the plural and vice versa, and words signifying gender include all genders. Every use of the word “including” in this Agreement is to be construed as meaning “including, without limitation”.Alberta; (b) The division unless otherwise expressly specified, all references to money amounts are to Canadian currency; (c) references to Article or Section mean and refer to the specified Article or Section of this Agreement into Articles, Agreement; (d) descriptive headings or titles of Articles and Sections and paragraphs, the insertion of headings and the provision of a table of contents are have been inserted solely for convenience of reference only and do are not affect intended as complete or accurate descriptions of the construction content of those Articles or interpretation Sections, and shall not be used in interpreting those Articles or Sections; (e) 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. (c) References in this Agreement , to an Article, Section, paragraph any Person or Schedule are to be construed Persons or circumstances as references to an Article, Section, paragraph or Schedule of or to this Agreement unless otherwise specified. The expressions “hereto”, “hereof”, “herein”, “hereby” and “hereunder” and similar expressions mean and refer to this Agreement and, unless the context otherwise requirespermits; (f) whenever a provision of this Agreement requires an approval or consent by a Party to this 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 expressly specified herein, the Party whose consent or approval is required shall be conclusively deemed not to any particular Article, Section, paragraph have provided its approval or other subdivision of this Agreementconsent; (dg) Unless unless otherwise expressly specified in this Agreementherein, time periods within which or following which any payment is to be made or act is to be done will shall be calculated by excluding the day on which the period begins commences and including the day on which the period ends. If , and by extending the period to the next Business Day following, if the last day of a time the period is not a Business Day; (h) 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, the time period will end that payment shall be made or action taken on the next Business Day.Day following that day; (ei) Unless otherwise specifiedwhere the words “including” or “includes” appear in this Agreement, including the 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 any statute includes all regulations made under or in connection with that statute from time to timethe words “herein”, “hereby”, “hereof”, “hereto”, and is words of similar import refer to be construed this Agreement as a reference whole and not to that statute as amendedany particular Article, supplemented Section or replaced from time to timeSchedule unless expressly stated. (f) Wherever the context so requires, a term used herein importing the singular number shall also include the plural and vice versa.

Certain Rules of Interpretation. (a) In The Parties have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, words signifying 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) Words denoting the singular number shall include the plural and vice versa. Words denoting one gender shall include another gender, unless the context or construction otherwise requires. (c) Titles and words signifying gender include all genders. Every use of the word “including” headings in this Agreement is to be construed as meaning “including, without limitation”. (b) The division of this Agreement into Articles, Sections and paragraphs, the insertion of headings and the provision of a table of contents are for convenience ease of reference only and do not affect the construction or interpretation of the respective provisions of this Agreement. (cd) References Whenever the words “include”, “includes” or “including” are used in this Agreement to an ArticleAgreement, Section, paragraph or Schedule are they will be deemed to be construed as references to an Articlefollowed by the words “without limitation.” Also, Section, paragraph or Schedule of or to this Agreement unless otherwise specified. The expressions “hereto”, the words “hereof”, “herein”, “hereby” and “hereunder” and other similar expressions mean and used in this Agreement refer to this Agreement and, unless the context otherwise requires, as a whole and not to any particular Article, Section, paragraph or other subdivision part of this Agreementit. (de) Unless otherwise specified The obligation of a Party to use its efforts, whether best or reasonable, to accomplish an 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 “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 shall be construed as a “promessa dell’obbligazione o del fatto del terzo” in accordance with article 1381 of the Code. (g) Any reference in this AgreementAgreement 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 will be calculated by excluding done, or step taken, under this Agreement, the day on which that is the reference date in calculating such period begins and including the day on which the period endsshall be excluded. If the last day of a time such period is not a Business Day, the time relevant period will shall end on the next succeeding Business Day. Unless otherwise expressly indicated, any period of time expressed in months shall be calculated under article 2963, paragraphs 4 and 5 (Computo dei termini di prescrizione) of the Code. (eh) Unless otherwise specified, any reference Where in this Agreement to any statute includes all regulations made under an Italian term is given in italics or in connection with that statute from time to timeitalics and in brackets after an English term and there is any inconsistency between the Italian and the English terms, and is to be construed as a reference to that statute as amended, supplemented or replaced from time to timethe meaning of the Italian term shall prevail. (f) Wherever the context so requires, a term used herein importing the singular number shall also include the plural and vice versa.

Certain Rules of Interpretation. In this Agreement: (a) In this Agreement, words signifying the singular number include the plural and vice versa, and words signifying gender include all genders. Every use Time - time is of the word “including” essence in this Agreement is to be construed as meaning “including, without limitation”.the performance of the Parties' respective obligations; (b) The division Headings - descriptive headings of this Agreement into Articles, Articles and Sections and paragraphs, the insertion of headings and the provision of a table of contents are inserted solely for convenience of reference only and do are not affect intended as complete or accurate descriptions of the construction content of such Articles or interpretation of this Agreement.Sections; (c) References 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 an Article, Section, paragraph such person or Schedule are to be construed persons or circumstances as references to an Article, Section, paragraph or Schedule of or to this Agreement unless otherwise specified. The expressions “hereto”, “hereof”, “herein”, “hereby” and “hereunder” and similar expressions mean and refer to this Agreement and, unless the context otherwise requires, not to any particular Article, Section, paragraph or other subdivision of this Agreementpermits; (d) Unless Calculation of Time - unless otherwise specified in this Agreementspecified, time periods within which or following which any payment is to be made or act is to be done will shall be calculated by excluding the day on which the period begins commences and including the day on which the period ends. If ends and by extending the period to the next Business Day following if the last day of a time the period is not a 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 time period rate to be used will end be the noon buying rate in the City of New York for cable transfers in Canadian dollars as certified for customs purposes by the Federal Reserve Bank of New York in effect on the relevant date (or the inverse of such rate if appropriate); (f) 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 Day, such payment shall be made or action taken on the next Business Day.Day following such day; and (eg) Unless otherwise specified, any reference Inclusion - where the words "including" or "includes" appear in this Agreement to any statute includes all regulations made under Agreement, they mean "including (or in connection with that statute from time to time, and is to be construed as a reference to that statute as amended, supplemented or replaced from time to timeincludes) without limitation". (f) Wherever the context so requires, a term used herein importing the singular number shall also include the plural and vice versa.

Certain Rules of Interpretation. In this Agreement (including the Schedules): (a) In this Agreementall references to a time are references to local time in Calgary, words signifying the singular number include the plural and vice versa, and words signifying gender include all genders. Every use of the word “including” in this Agreement is to be construed as meaning “including, without limitation”.Alberta; (b) The division of this Agreement into Articles, Sections and paragraphs, the insertion of headings and the provision of a table of contents are except for convenience of reference only and do not affect the construction or interpretation of this Agreement. (c) References in this Agreement to an Article, Section, paragraph or Schedule are to be construed as references to an Articlemoney amounts in Article 3, Sectionand in Section 6.2(c)(ii) which references shall be to US Dollars, paragraph or Schedule of or to this Agreement unless as otherwise specified. The expressions “hereto”, “hereof”, “herein”, “hereby” and “hereunder” and similar expressions mean and refer to this Agreement and, unless the context otherwise requires, not to any particular Article, Section, paragraph or other subdivision of this Agreement (d) Unless otherwise expressly specified in this Agreement, all references to money amounts are to Canadian currency; (c) 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 have been inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of those Articles or Sections, and shall not be used in interpreting those Articles or Sections; (e) 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, to any Person or Persons or circumstances as the context otherwise permits; (f) whenever a provision of this Agreement requires an approval or consent by a Party to this 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 expressly specified herein, the Party whose consent or approval is required shall be conclusively deemed not to have provided its approval or consent; (g) unless otherwise expressly specified herein, time periods within which or following which any payment is to be made or act is to be done will shall be calculated by excluding the day on which the period begins commences and including the day on which the period ends. If , and by extending the period to the next Business Day following, if the last day of a time the period is not a Business Day; (h) 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, the time period will end that payment shall be made or action taken on the next Business Day.Day following that day; (ei) Unless otherwise specifiedwhere the words "including" or "includes" appear in this Agreement, including the 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 any statute includes all regulations made under or in connection with that statute from time to timethe words "herein", "hereby", "hereof", "hereto", and is words of similar import refer to be construed this Agreement as a reference whole and not to that statute as amendedany particular Article, supplemented Section or replaced from time to time.Schedule unless otherwise expressly stated; and (fm) Wherever where any conversion of Canadian currency or US Dollars from one to the context so requiresother is required, a term used herein importing the singular number Parties shall also include use the plural and vice versaaverage of the Bank of Canada posted noon spot exchange rates on the Business Day prior to the Business Day on which the conversion takes place.

Certain Rules of Interpretation. In this Agreement and the schedules: (a) In this Agreement, words signifying the singular number include the plural and vice versa, and words signifying gender include all genders. Every use TIME - time is of the word “including” essence in this Agreement is to be construed as meaning “including, without limitation”.the performance of the Parties' respective obligations; (b) The division CURRENCY - unless otherwise specified, all references to money amounts are to lawful currency of this Agreement into Articles, Canada; (c) HEADINGS - descriptive headings of Articles and Sections and paragraphs, the insertion of headings and the provision of a table of contents are inserted solely for convenience of reference only and do are not affect intended as complete or accurate descriptions of the construction content of such Articles or interpretation of this Agreement. (c) References in this Agreement to an Article, Section, paragraph or Schedule are to be construed as references to an Article, Section, paragraph or Schedule of or to this Agreement unless otherwise specified. The expressions “hereto”, “hereof”, “herein”, “hereby” and “hereunder” and similar expressions mean and refer to this Agreement and, unless the context otherwise requires, not to any particular Article, Section, paragraph or other subdivision of this AgreementSections; (d) Unless 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 or persons or circumstances as the context otherwise specified in permits; (e) CONSENT - whenever a provision of this AgreementAgreement 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 limited, then, unless otherwise specified, the Party whose consent or approval is required shall be conclusively deemed to have withheld its approval or consent; (f) CALCULATION OF TIME - unless otherwise specified, time periods within which or following which any payment is to be made or act is to be done will shall be calculated by excluding the day on which the period begins commences and including the day on which the period ends. If ends and by extending the period to the next Business Day following if the last day of a time the period is not a Business Day; (g) 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 Day, the time period will end such payment shall be made or action taken on the next Business Day.Day following such day; and (eh) Unless otherwise specified, any reference INCLUSION - where the words "including" or "includes" appear in this Agreement to any statute includes all regulations made under Agreement, they mean "including (or in connection with that statute from time to time, and is to be construed as a reference to that statute as amended, supplemented or replaced from time to timeincludes) without limitation". (f) Wherever the context so requires, a term used herein importing the singular number shall also include the plural and vice versa.

Certain Rules of Interpretation. In this Agreement and the Schedules: (a) In this Agreement, words signifying the singular number include the plural and vice versa, and words signifying gender include all genders. Every use TIME - time is of the word “including” essence in this Agreement is to be construed as meaning “including, without limitation”.the performance of the Parties' respective obligations; (b) The division CURRENCY - unless otherwise specified, all references to money amounts are to Canadian currency; (c) HEADINGS - descriptive headings of this Agreement into Articles, Articles and Sections and paragraphs, the insertion of headings and the provision of a table of contents are inserted solely for convenience of reference only and do are not affect intended as complete or accurate descriptions of the construction content of such Articles or interpretation of this Agreement. (c) References in this Agreement to an Article, Section, paragraph or Schedule are to be construed as references to an Article, Section, paragraph or Schedule of or to this Agreement unless otherwise specified. The expressions “hereto”, “hereof”, “herein”, “hereby” and “hereunder” and similar expressions mean and refer to this Agreement and, unless the context otherwise requires, not to any particular Article, Section, paragraph or other subdivision of this AgreementSections; (d) Unless 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 or persons or circumstances as the context otherwise specified in permits; (e) CONSENT - whenever a provision of this AgreementAgreement 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 limited, then, unless otherwise specified, the Party whose consent or approval is required shall be conclusively deemed to have withheld its approval or consent; (f) CALCULATION OF TIME - unless otherwise specified, time periods within which or following which any payment is to be made or act is to be done will shall be calculated by excluding the day on which the period begins commences and including the day on which the period ends. If ends and by extending the period to the next Business Day following if the last day of a time the period is not a Business Day; (g) 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 Day, the time period will end such payment shall be made or action taken on the next Business Day.Day following such day; (eh) Unless otherwise specified, any reference INCLUSION - where the words "including" or "includes" appear in this Agreement to any statute includes all regulations made under Agreement, they mean "including (or in connection with that statute from time to time, and is to be construed as a reference to that statute as amended, supplemented or replaced from time to timeincludes) without limitation". (f) Wherever the context so requires, a term used herein importing the singular number shall also include the plural and vice versa.

Certain Rules of Interpretation. (a) In this Agreement, words signifying unless otherwise specifically provided or unless the singular number include the plural and vice versa, and words signifying gender include all genders. Every use of the word “including” in this Agreement is to be construed as meaning “including, without limitation”.context otherwise requires: (ba) The division of this Agreement into Articlesthe terms “Agreement”, Sections and paragraphs, the insertion of headings and the provision of a table of contents are for convenience of reference only and do not affect the construction or interpretation of “this Agreement. (c) References in this Agreement to an Article”, Section“the Agreement”, paragraph or Schedule are to be construed as references to an Article, Section, paragraph or Schedule of or to this Agreement unless otherwise specified. The expressions “hereto”, “hereof”, “herein”, “hereby” and ”, “hereunder” and similar expressions mean and refer to this Agreement and, unless the context otherwise requires, in its entirety and not to any particular Article, Section, paragraph Schedule, or other subdivision portion hereof or thereof; (b) references to a “paragraph”, “Section” or “Article” followed by a number or letter refer to the specified paragraph, Section or Article of this Agreement; (c) the division of this Agreement into articles, sections and paragraphs and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. (d) Unless otherwise specified in this Agreement, time periods within which or following which any payment is to be made or act is to be done will be calculated by excluding the day on which the period begins and including the day on which the period ends. If the last day of a time period is not a Business Day, the time period will end on the next Business Day. (e) Unless otherwise specified, any reference in this Agreement to any statute includes all regulations made under or in connection with that statute from time to time, and is to be construed as a reference to that statute as amended, supplemented or replaced from time to time. (f) Wherever the context so requires, a term used herein words importing the singular number shall also include the plural and vice versa, and words importing gender shall include all genders; (e) the words “including”, “includes” and “include” shall be deemed to be followed by the words “without limitation”; (f) the terms “party” and “the parties” refer to a party or the parties to this Agreement, and references to a Person in this Agreement means such Person or 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 construed as including all statutory and regulatory provisions consolidating, amending, supplementing, interpreting or replacing the statute or regulation referred to; and (i) except as otherwise specifically provided herein, where any payment is required to be made or any other action is required to be taken on a particular day and such day is not a 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 first (1st) Business Day after such day.

Certain Rules of Interpretation. In this Agreement, (a) In this Agreement, words signifying the singular number include the plural and vice versa, and words signifying gender include all genders. Every use time is of the word “including” essence in this Agreement is to be construed as meaning “including, without limitation”.the performance of the Parties' respective obligations; (b) The division the descriptive headings of this Agreement into Articles, Articles and Sections and paragraphs, the insertion of headings and the provision of a table of contents are inserted solely for convenience of reference only and do are not affect the construction intended as complete or interpretation accurate descriptions of this Agreement.content; (c) References 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 an Article, Section, paragraph such person or Schedule are to be construed persons or circumstances as references to an Article, Section, paragraph or Schedule of or to this Agreement unless otherwise specified. The expressions “hereto”, “hereof”, “herein”, “hereby” and “hereunder” and similar expressions mean and refer to this Agreement and, unless the context otherwise requires, not to any particular Article, Section, paragraph or other subdivision of this Agreementpermits; (d) Unless 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 a provision of this Agreement requires an approval or consent by a party and notification of such approval or consent is not delivered within the applicable time limit, then, unless otherwise specified in this Agreementspecified, the party whose consent or approval is required shall be conclusively deemed to have withheld its consent or approval; (f) unless otherwise specified, time periods within which or following which any payment is to be made or act is to be done will shall be calculated by excluding the day on which the period begins commences and including the day on which ends the period ends. If and by extending the period to the next Business Day following if the last day of a time the period is not a Business Day; (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, the time period will end such payment shall be made or action taken on the next Business Day.Day following; and (eh) Unless otherwise specified, any reference in this Agreement whenever a percentage calculation of the issued and outstanding Shares is required to any statute includes all regulations be made under the terms of this Agreement, such 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 in connection with that statute from time to time, and is to be construed as a reference to that statute as amended, supplemented or replaced from time to timeany other Securities convertible into Shares. (f) Wherever the context so requires, a term used herein importing the singular number shall also include the plural and vice versa.

Certain Rules of Interpretation. In this Agreement and the Schedules: (a) In this Agreement, words signifying the singular number include the plural and vice versa, and words signifying gender include all genders. Every use TIME - time is of the word “including” essence in this Agreement is to be construed as meaning “including, without limitation”.the performance of the Parties' respective obligations; (b) The division CURRENCY - unless otherwise specified, all references to dollar amounts are to Canadian dollars; (c) HEADINGS - descriptive headings of this Agreement into Articles, Articles and Sections and paragraphs, the insertion of headings and the provision of a table of contents are inserted solely for convenience of reference only and do are not affect intended as complete or accurate descriptions of the construction content of such Articles or interpretation of this Agreement. (c) References in this Agreement to an Article, Section, paragraph or Schedule are to be construed as references to an Article, Section, paragraph or Schedule of or to this Agreement unless otherwise specified. The expressions “hereto”, “hereof”, “herein”, “hereby” and “hereunder” and similar expressions mean and refer to this Agreement and, unless the context otherwise requires, not to any particular Article, Section, paragraph or other subdivision of this AgreementSections; (d) Unless 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 or persons or circumstances as the context otherwise specified in permits; (e) CONSENT - whenever a provision of this AgreementAgreement 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 is required shall be conclusively deemed to have withheld its approval or consent; (f) CALCULATION OF TIME - unless otherwise specified, time periods within which or following which any payment is to be made or act is to be done will shall be calculated by excluding the day on which the period begins commences and including the day on which the period ends. If ends and by extending the period to the next Business Day following if the last day of a time the period is not a Business Day; (g) 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 Day, the time period will end such payment shall be made or action taken on the next Business Day.Day following such day; (eh) Unless otherwise specified, any reference INCLUSION - where the words "including" or "includes" appear in this Agreement to any statute includes all regulations made under Agreement, they mean "including (or in connection with that statute from time to time, and is to be construed as a reference to that statute as amended, supplemented or replaced from time to timeincludes) without limitation". (f) Wherever the context so requires, a term used herein importing the singular number shall also include the plural and vice versa.

Certain Rules of Interpretation. (a) In this Agreement, words signifying Agreement and the singular number include the plural and vice versa, and words signifying gender include all genders. Every use schedules: (A) TIME - time is of the word “including” essence in this Agreement is to be construed as meaning “including, without limitation”.the performance of the Parties' respective obligations; (bB) The division CURRENCY - unless otherwise specified, all references to money amounts are to the lawful currency of this Agreement into Articles, the United States of America; (C) HEADINGS - descriptive headings of Articles and Sections and paragraphs, the insertion of headings and the provision of a table of contents are inserted solely for convenience of reference only and do are not affect intended as complete or accurate descriptions of the construction content of such Articles or interpretation of this Agreement.Sections; (cD) References 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 or persons or circumstances as the context otherwise permits; (E) CONSENT - whenever a provision of this Agreement requires an Article, Section, paragraph approval or Schedule are to be construed as references to an Article, Section, paragraph or Schedule of or consent by a Party to this Agreement and notification of such approval or consent is not delivered within the applicable time limited, then, unless otherwise specified. The expressions “hereto”, “hereof”, “herein”, “hereby” and “hereunder” and similar expressions mean and refer the Party whose consent or approval is required shall be conclusively deemed to this Agreement and, unless the context otherwise requires, not to any particular Article, Section, paragraph have withheld its approval or other subdivision of this Agreementconsent; (dF) Unless CALCULATION OF TIME - unless otherwise specified in this Agreementspecified, time periods within which or following which any payment is to be made or act is to be done will shall be calculated by excluding the day on which the period begins commences and including the day on which the period ends. If ends and by extending the period to the next Business Day following if the last day of a time the period is not a Business Day; (G) 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 Day, the time period will end such payment shall be made or action taken on the next Business Day.Day following such day; and (eH) Unless otherwise specified, any reference INCLUSION - where the words "including" or "includes" appear in this Agreement to any statute includes all regulations made under Agreement, they mean "including (or in connection with that statute from time to time, and is to be construed as a reference to that statute as amended, supplemented or replaced from time to timeincludes) without limitation". (f) Wherever the context so requires, a term used herein importing the singular number shall also include the plural and vice versa.

Certain Rules of Interpretation. In this Agreement (including the Schedules): (a) In this Agreementall references to a time are references to local time in Calgary, words signifying the singular number include the plural and vice versa, and words signifying gender include all genders. Every use of the word “including” in this Agreement is to be construed as meaning “including, without limitation”.Alberta, (b) The division of this Agreement into Articlesexcept as otherwise expressly provided herein, Sections and paragraphs, the insertion of headings and the provision of a table of contents all references to money amounts are for convenience of reference only and do not affect the construction or interpretation of this Agreement.to United States Dollars, (c) References in this Agreement to an Article, Section, paragraph or Schedule are to be construed as references to an Article, SectionSection or Schedule mean and refer to the specified Article, paragraph Section or Schedule of or to this Agreement unless otherwise specified. The expressions “hereto”, “hereof”, “herein”, “hereby” and “hereunder” and similar expressions mean and refer to this Agreement and, unless the context otherwise requires, not to any particular Article, Section, paragraph or other subdivision of this Agreement, (d) Unless descriptive headings or titles of Articles, Sections and Schedules have been inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of those Articles, Sections or Schedules, and shall not be used in interpreting those Articles, Sections or Schedules, (e) use of words in the singular or plural 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 any Person or Persons or circumstances as the context otherwise specified in permits; (f) whenever a provision of this Agreement requires an approval or consent by a Party to this 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 expressly specified herein, the Party whose consent or approval is required shall be conclusively deemed not to have provided its approval or consent, (g) except as otherwise expressly provided herein, time periods within which or following which any payment is to be made or act is to be done will shall be calculated by excluding the day on which the period begins commences and including the day on which the period ends. If , and by extending the period to the next Business Day following, if the last day of a time the period is not a Business Day, (h) except as otherwise expressly provided herein, the time period will end 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, that payment shall be made or action taken on the next Business Day.Day following that day, (ei) Unless otherwise specifiedwhere the words “including” or “includes” appear in this Agreement, including the 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 in this Agreement herein to any statute includes all regulations made under a law, statute, regulation or in connection with other enactment shall be a reference to that statute 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 is words of similar meaning refer to be construed this Agreement as a reference whole and not to that statute any particular Article, Section or Schedule except as amended, supplemented or replaced from time to timeotherwise expressly provided herein. (f) Wherever the context so requires, a term used herein importing the singular number shall also include the plural and vice versa.