OPTION, IN SUCH OTHER MANNER AS HE MAY DIRECT,
LESS DEDUCTIONS REQUIRED BY APPLICABLE LAW.
32.
WHERE THE CONTEXT REQUIRES, THE SINGULAR SHALL INCLUDE THE PLURAL
AND THE PLURAL SHALL INCLUDE THE SINGULAR. MASCULINE PRONOUNS SHALL BE DEEMED TO
BE READ AS FEMININE PRONOUNS AND VICE VERSA. WORDS IMPORTING PERSONS SHALL
INCLUDE INDIVIDUALS, PARTNERSHIPS, ASSOCIATIONS, TRUSTS, UNINCORPORATED
ORGANIZATIONS AND CORPORATIONS AND VICE VERSA.
33.
THE DIVISION OF THIS AGREEMENT INTO PARAGRAPHS AND THE INSERTION
OF HEADINGS ARE FOR THE CONVENIENCE OF REFERENCE ONLY AND SHALL NOT AFFECT THE
CONSTRUCTION OR INTERPRETATION OF THIS AGREEMENT.
THE TERMS "THIS AGREEMENT,"
"HEREOF," "HEREUNDER" AND SIMILAR EXPRESSIONS REFER TO THIS AGREEMENT ONLY AND
NOT TO ANY PARTICULAR PARAGRAPH AND INCLUDE ANY AGREEMENT OR INSTRUMENT
SUPPLEMENTAL OR ANCILLARY TO THE AGREEMENT.
REFERENCES HEREIN TO PARAGRAPHS ARE
TO PARAGRAPHS OF THIS AGREEMENT UNLESS SOMETHING IN THE SUBJECT MATTER OR
CONTEXT IS INCONSISTENT THEREWITH.
34.
ALL DOLLAR AMOUNTS IDENTIFIED IN THIS CONTRACT ARE IN U.S.
CURRENCY.
35.
THE PARTIES' RESPECTIVE RIGHTS AND OBLIGATIONS UNDER PARAGRAPHS
17, 18, 19, 21, 22, 23, 24, 25, 26, 27, 29, 30, 39 AND 40 WILL SURVIVE ANY
TERMINATION OR EXPIRATION OF THIS AGREEMENT OR THE TERMINATION OF THE CHAIRMAN'S
EMPLOYMENT FOR ANY REASON WHATSOEVER.
Governing Laws
36.
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE PROVINCE OF
ONTARIO WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF.
EACH PARTY TO THIS AGREEMENT HEREBY CONSENTS AND SUBMITS HIMSELF OR ITSELF TO
THE JURISDICTION OF THE COURTS OF THE PROVINCE OF ONTARIO FOR THE PURPOSES OF
ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT.
Severability
37.
ALL TERMS AND COVENANTS CONTAINED IN THIS AGREEMENT ARE SEVERABLE
AND IN THE EVENT THAT ANY OF THEM IS HELD TO BE INVALID BY ANY COMPETENT COURT
IN THE PROVINCE OF ONTARIO, THE INVALID PROVISION SHALL BE DELETED AND THE
BALANCE OF THIS AGREEMENT SHALL BE INTERPRETED AS IF SUCH INVALID CLAUSE OR
COVENANT WERE NOT CONTAINED HEREIN.
10
Continuity
38.
A)
THIS AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF (I) THE CHAIRMAN AND HIS HEIRS, EXECUTORS,
ADMINISTRATORS AND LEGAL REPRESENTATIVES AND (II) THE COMPANY, ITS RELATED
CORPORATIONS, AFFILIATES, AND ASSOCIATES, AND ANY OTHER ENTITY OR ORGANIZATION
WHICH SHALL SUCCEED TO SUBSTANTIALLY ALL OR ANY DISTINCT PORTION OF THE
BUSINESS, DIVISIONS OR PROPERTY OF THE COMPANY OR ITS RELATED CORPORATIONS,
AFFILIATES, AND ASSOCIATES, WHETHER BY MEANS OF AMALGAMATION, MERGER,
CONSOLIDATION, ACQUISITION, AND/OR SALE OF ALL OR PART OF THE SHARES OR ASSETS
OF THE COMPANY OR OTHERWISE, INCLUDING BY OPERATION OF LAW OR BY SUCCESSION TO
THE BUSINESS OF AGI PURSUANT TO A PLAN OF REORGANIZATION APPROVED BY THE U.S.
BANKRUPTCY COURT.
IN ADDITION, THE COMPANY WILL REQUIRE ANY SUCH SUCCESSOR
EXPRESSLY TO ASSUME AND AGREE, BY WRITTEN AGREEMENT, TO PERFORM THIS AGREEMENT
IN THE SAME MANNER AND TO THE SAME EXTENT THE COMPANY WOULD BE REQUIRED TO
PERFORM IF NO SUCH SUCCESSION HAD TAKEN PLACE.
B)
IF THE CHAIRMAN SHOULD DIE WHILE ANY
AMOUNT WOULD