HEREIN, EXCEPT AS OTHERWISE INDICATED HEREIN OR AS THE
CONTEXT MAY OTHERWISE REQUIRE: (I) THE WORDS "INCLUDE," "INCLUDES," AND
"INCLUDING" ARE DEEMED TO BE FOLLOWED BY "WITHOUT LIMITATION" WHETHER OR NOT
THEY ARE IN FACT FOLLOWED BY SUCH WORDS OR WORDS OF LIKE IMPORT; (II) THE WORDS
"HEREOF," "HEREIN," "HEREUNDER," AND COMPARABLE TERMS REFER TO THE ENTIRETY OF
THIS AGREEMENT, INCLUDING THE EXHIBITS, DISCLOSURE SCHEDULES, AND OTHER
SCHEDULES HERETO, AND NOT TO ANY PARTICULAR ARTICLE, SECTION, OR OTHER
SUBDIVISION HEREOF OR EXHIBIT, DISCLOSURE SCHEDULE, OR SCHEDULE HERETO;
(III) ANY PRONOUN WILL INCLUDE THE CORRESPONDING MASCULINE, FEMININE, AND NEUTER
FORMS; (IV) THE SINGULAR INCLUDES THE PLURAL AND VICE VERSA; (V) REFERENCES TO
ANY AGREEMENT OR OTHER DOCUMENT ARE
65
TO SUCH AGREEMENT OR DOCUMENT AS AMENDED, MODIFIED, SUPPLEMENTED, AND RESTATED
NOW OR HEREAFTER FROM TIME TO TIME; (VI) REFERENCES TO ANY STATUTE OR REGULATION
ARE TO IT AS AMENDED, MODIFIED, SUPPLEMENTED, AND RESTATED NOW OR HEREAFTER FROM
TIME TO TIME, AND TO ANY CORRESPONDING PROVISIONS OF SUCCESSOR STATUTES OR
REGULATIONS; (VII) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT,
REFERENCES TO "ARTICLE," "SECTION," "PREAMBLE," "RECITAL," OR ANOTHER
SUBDIVISION OR TO AN "EXHIBIT," "DISCLOSURE SCHEDULE," OR "SCHEDULE" ARE TO AN
ARTICLE, SECTION, PREAMBLE, RECITAL OR SUBDIVISION HEREOF OR AN "EXHIBIT,"
"DISCLOSURE SCHEDULE," OR " SCHEDULE" HERETO; AND (VIII) REFERENCES TO ANY
PERSON OR ENTITY INCLUDE SUCH PERSON'S OR ENTITY'S RESPECTIVE SUCCESSORS AND
PERMITTED ASSIGNS.
(B)
IN THIS AGREEMENT, ANY REFERENCE TO A PARTY'S "KNOWLEDGE," AND
COMPARABLE TERMS INCLUDING "KNOW," "KNOWN," "AWARE," OR "AWARENESS," MEANS SUCH
PARTY'S ACTUAL KNOWLEDGE AFTER DUE INQUIRY OF OFFICERS, DIRECTORS AND OTHER KEY
EMPLOYEES OF SUCH PARTY REASONABLY BELIEVED TO HAVE KNOWLEDGE OF SUCH MATTERS.
(C)
ANY REFERENCE HEREIN TO A "DAY" OR NUMBER OF "DAYS" (WITHOUT THE
EXPLICIT QUALIFICATION OF "BUSINESS") WILL BE DEEMED TO REFER TO A CALENDAR DAY
OR NUMBER OF CALENDAR DAYS.
IF ANY ACTION OR NOTICE IS TO BE TAKEN OR GIVEN ON
OR BY A PARTICULAR CALENDAR DAY, AND SUCH CALENDAR DAY IS NOT A BUSINESS DAY,
THEN SUCH ACTION OR NOTICE MAY BE TAKEN OR GIVEN ON THE NEXT SUCCEEDING BUSINESS
DAY.
(D)
ANY FINANCIAL OR ACCOUNTING TERMS THAT ARE NOT OTHERWISE DEFINED
HEREIN WILL HAVE THE MEANINGS GIVEN THERETO UNDER GAAP.
FOR PURPOSES OF EACH
REFERENCE HEREIN TO AN AMOUNT IN DOLLARS OR ITS EQUIVALENT IN CHILEAN PESOS AS
OF A CERTAIN DATE, SUCH EQUIVALENT AMOUNT WILL BE DETERMINED USING THE OBSERVADO
EXCHANGE RATE PUBLISHED ON SUCH DATE.
Section 9.12
Rules of Construction.
The Parties agree that they have
been represented by counsel during the negotiation, preparation, and execution
of this Agreement and, therefore, waive the application of any Law or rule of
construction providing that ambiguities in an agreement or other document will
be construed against the Party drafting such agreement or document.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
first written above.
VTR GLOBALCOM S.A.
By:
/s/ RODRIGO CASTILLO MURILLO
Rodrigo Castillo Murillo