COMMON OR CUSTOMARY LAW,
CONSTITUTION, CODE, ORDINANCE, STATUTE OR OTHER LEGISLATIVE MEASURE AND ANY
REGULATION, RULE, TREATY, ORDER, DECREE OR JUDGMENT; AND "LAWFUL" SHALL BE
CONSTRUED ACCORDINGLY.
(C)
DOCUMENTS.
REFERENCES TO ANY DOCUMENT (INCLUDING WITHOUT
LIMITATION THIS AGREEMENT) ARE REFERENCES TO THAT DOCUMENT AS AMENDED,
CONSOLIDATED, SUPPLEMENTED, NOVATED OR REPLACED FROM TIME TO TIME.
(D)
SECTIONS.
REFERENCES IN THIS AGREEMENT TO THE PREAMBLE, RECITALS,
SECTIONS AND
SCHEDULES ARE TO THE CLAUSES IN AND PREAMBLE, RECITALS AND
SCHEDULES TO THIS AGREEMENT (UNLESS THE CONTEXT OTHERWISE REQUIRES).
THE
PREAMBLE, RECITALS AND SCHEDULES TO THIS AGREEMENT SHALL BE DEEMED TO FORM PART
OF THIS AGREEMENT.
(E)
HEADINGS.
HEADINGS ARE INSERTED FOR CONVENIENCE ONLY AND SHALL NOT
AFFECT THE CONSTRUCTION OF THIS AGREEMENT.
(F)
SUCCESSORS.
REFERENCES TO THE PARTIES, CLSAC AND THEIR
AFFILIATES INCLUDE THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS.
(G)
WRITING.
REFERENCES TO WRITING SHALL INCLUDE ANY METHOD OF
REPRODUCING WORDS IN A LEGIBLE AND NON-TRANSITORY FORM.
(H)
GENDER; NUMBER.
THE MASCULINE GENDER SHALL INCLUDE THE FEMININE AND
NEUTER AND THE SINGULAR NUMBER SHALL INCLUDE THE PLURAL AND VICE VERSA.
(I)
LOSSES.
REFERENCES HEREIN TO "LOSSES" INCLUDE ALL LIABILITIES,
LOSS, DAMAGES, COMPENSATION, PENALTIES, COSTS, DISBURSEMENTS AND EXPENSES
ARISING FROM ANY CLAIM, DEMAND, ACTION OR PROCEEDINGS.
(J)
INCLUDE NOT LIMITING.
"INCLUDE," "INCLUDING," "ARE INCLUSIVE
OF" AND SIMILAR EXPRESSIONS ARE NOT EXPRESSIONS OF LIMITATION AND SHALL BE
CONSTRUED AS IF FOLLOWED BY THE WORDS "WITHOUT LIMITATION."
(K)
LANGUAGE.
THIS AGREEMENT IS WRITTEN IN BOTH CHINESE AND ENGLISH.
BOTH CHINESE AND ENGLISH VERSIONS SHALL GOVERN THIS AGREEMENT AND SHALL HAVE
EQUAL VALIDITY. IN CASE OF ANY DIFFERENCE BETWEEN THE TWO LANGUAGE VERSIONS, THE
CHINESE VERSION SHALL CONTROL.
(L)
TIME.
IF A PERIOD OF TIME IS SPECIFIED AND DATES FROM A GIVEN
DAY OR THE DAY OF A GIVEN ACT OR EVENT, SUCH PERIOD SHALL BE CALCULATED
EXCLUSIVE OF THAT DAY.
IF THE DAY ON OR BY WHICH SOMETHING MUST BE DONE IS NOT
A BUSINESS DAY, THAT THING MUST BE DONE ON OR BY THE BUSINESS DAY IMMEDIATELY
FOLLOWING SUCH DAY.
(M)
AGREEMENT OF PARTIES.
ANY AGREEMENT, CONSENT OR APPROVAL TO BE GIVEN
BY A PARTY MUST BE GIVEN IN A TIMELY FASHION, BE IN WRITING AND BE SIGNED BY IT
OR A DULY AUTHORIZED PERSON ON ITS BEHALF TO BE EFFECTIVE UNDER THIS
2
AGREEMENT.
NO AGREEMENT, CONSENT OR APPROVAL UNDER THIS AGREEMENT MAY BE
WITHHELD OR DELAYED UNREASONABLY OR ARBITRARILY.
NOTWITHSTANDING THE FOREGOING,
FAILURE BY A PARTY TO GIVE ANY AGREEMENT, CONSENT OR APPROVAL SHALL BE DEEMED TO
BE A DENIAL.
2.
GRANT OF RIGHTS
2.1.
GRANT OF EXCLUSIVE RIGHTS.
CLSAC HEREBY
APPOINTS WPTE TO BE THE EXCLUSIVE MARKETING PARTNER AND THE COMMERCIAL
SANCTIONING BODY OF THE TOUR, AND, SUBJECT TO THE CONDITIONS HEREINAFTER
PROVIDED, GRANTS TO WPTE THE FOLLOWING EXCLUSIVE WORLD-WIDE RIGHTS:
(A)
CLSAC SHALL OWN THE OFFICIAL WORD AND LOGO
TRADEMARKS TO THE TITLE "CHINA NATIONAL TRACTOR TOUR (中国升级扑克(拖拉机)冠军赛)" (THE
"CLSAC TRADEMARKS") AND WPTE SHALL HAVE THE RIGHT TO USE THE CLSAC TRADEMARKS
DURING THE TERM HEREOF;
(B)
WPTE SHALL FURTHER