governed by the terms and conditions of the
Confidentiality Agreement.
Notwithstanding anything to the contrary set forth
herein or in any other understanding or agreement between the parties hereto,
the parties acknowledge and agree that any obligations of confidentiality
contained herein and therein shall not apply to the tax treatment and tax
structure of this Agreement upon the earlier to occur of (a) the date of the
public announcement of discussions relating to the sale and purchase described
herein, (b) the date of the public announcement of sale and purchase described
herein, or (c) the date of the execution of this Agreement, all within the
meaning of Treasury Regulations Section 1.6011-4; provided, however, that the
foregoing is not intended to affect each party's privilege to maintain, in its
sole discretion, the confidentiality of communications with its attorneys or
with a federally authorized tax practitioner under Section 7525 of the Code.
10.17.
Additional Rules of Construction.
The following provisions shall be
applied wherever appropriate herein:
(A)
"HEREIN," "HEREBY," "HEREUNDER," "HEREOF" AND OTHER EQUIVALENT
WORDS SHALL REFER TO THIS AGREEMENT AS AN ENTIRETY AND NOT SOLELY TO THE
PARTICULAR PORTION OF THIS AGREEMENT IN WHICH ANY SUCH WORD IS USED;
(B)
ALL DEFINITIONS SET FORTH HEREIN SHALL BE DEEMED APPLICABLE
WHETHER THE WORDS DEFINED ARE USED HEREIN IN THE SINGULAR OR THE PLURAL;
(C)
ALL PRONOUNS AND ANY VARIATIONS THEREOF REFER TO THE MASCULINE,
FEMININE OR NEUTER, SINGULAR OR PLURAL, AS THE CONTEXT MAY REQUIRE;
(D)
THE WORDS "INCLUDE" AND "INCLUDING" AND VARIATIONS THEREOF SHALL
NOT BE DEEMED TERMS OF LIMITATION, BUT RATHER SHALL BE DEEMED TO BE FOLLOWED BY
THE WORDS "WITHOUT LIMITATION";
(E)
ALL ACCOUNTING TERMS NOT SPECIFICALLY DEFINED HEREIN SHALL BE
CONSTRUED IN ACCORDANCE WITH GAAP;
(F)
THE CAPTIONS AND DESCRIPTIVE HEADINGS HEREIN ARE INCLUDED FOR
CONVENIENCE OF REFERENCE ONLY AND SHALL BE IGNORED IN THE CONSTRUCTION OR
INTERPRETATION HEREOF;
(G)
ANY REFERENCES HEREIN TO A PARTICULAR SECTION, ARTICLE, ANNEX,
EXHIBIT OR SCHEDULE MEANS A SECTION OR ARTICLE OF, OR AN ANNEX, EXHIBIT OR
SCHEDULE TO, THIS AGREEMENT UNLESS ANOTHER AGREEMENT IS SPECIFIED;
(H)
THE ANNEX, EXHIBITS AND SCHEDULES ATTACHED HERETO ARE INCORPORATED
HEREIN BY REFERENCE AND SHALL BE CONSIDERED PART OF THIS AGREEMENT AS IF FULLY
SET FORTH HEREIN; AND
(I)
ALL REFERENCES TO "$" OR "DOLLARS" SHALL MEAN UNITED STATES
DOLLARS.
28
[Signature Pages Follow]
29
IN WITNESS WHEREOF, the parties hereto have entered into and signed this
Agreement as of the date and year first above written.
Signed for CROWN LIMITED by its
attorney under power of attorney in the
presence of:
/s/ Garry Besson
/s/ Guy Jalland
Signature of witness
Signature of attorney
Garry Besson
Guy Jalland
Name of witness (print)
Name of attorney (print)
Signed for CROWN CCR GROUP
INVESTMENTS ONE, LLC by its
attorney under power of attorney in the
presence of:
/s/ Garry Besson
/s/ Guy Jalland
Signature of witness
Signature of attorney
Garry Besson
Guy Jalland
Name of witness (print)
Name of attorney (print)
Signed for CROWN CCR GROUP