BE
CALCULATED BY EXCLUDING THE DAY ON WHICH THE PERIOD COMMENCES AND INCLUDING THE
DAY ON WHICH THE PERIOD ENDS, AND BY EXTENDING THE PERIOD TO THE NEXT BUSINESS
DAY FOLLOWING, IF THE LAST DAY OF 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, THAT PAYMENT SHALL BE MADE OR ACTION TAKEN ON THE NEXT BUSINESS DAY
FOLLOWING THAT DAY;
(I)
WHERE 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AMENDED, REPLACED OR SUPERSEDED FROM TIME TO TIME;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 THE WORDS "HEREIN", "HEREBY",
"HEREOF", "HERETO", AND WORDS OF SIMILAR IMPORT REFER TO THIS AGREEMENT AS A
WHOLE AND NOT TO ANY PARTICULAR ARTICLE, SECTION OR SCHEDULE UNLESS OTHERWISE
EXPRESSLY STATED; AND
16
(M)
WHERE ANY CONVERSION OF CANADIAN CURRENCY OR US DOLLARS FROM ONE TO
THE OTHER IS REQUIRED, THE PARTIES SHALL USE THE AVERAGE 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.
1.3
KNOWLEDGE
Any reference in this Agreement (including in the Schedules) to "the knowledge"
or "to the best of the knowledge" of Vendor, the Corporation or a Subsidiary or
of which Vendor, the Corporation or any Subsidiary is "aware" will be deemed to
mean a reference to the actual knowledge of the applicable individuals set forth
in Part 1 of Schedule 1.3 without any obligation on those individuals to make
investigation or inquiry.
1.4
ENTIRE AGREEMENT
This Agreement, including the Schedules, constitutes the entire agreement among
the Parties pertaining to the subject matter of this Agreement and supersedes
all prior agreements, understandings, negotiations and discussions, whether oral
or written, of the Parties.
The Confidentiality Agreement shall terminate on
Closing.
1.5
APPLICABLE LAW
This Agreement shall be governed by and interpreted in accordance with the laws
of Alberta and the laws of Canada applicable therein, and shall be treated in
all respects as an Alberta contract.
1.6
ACCOUNTING PRINCIPLES
Except as otherwise provided herein:
(A)
REFERENCES TO GENERALLY ACCEPTED ACCOUNTING PRINCIPLES HEREIN
MEANS A REFERENCE TO PRINCIPLES RECOMMENDED FROM TIME TO TIME; AND
(B)
ALL ACCOUNTING TERMS NOT OTHERWISE DEFINED IN THIS AGREEMENT HAVE
THE MEANINGS ASSIGNED TO THEM;
in accordance with generally accepted accounting principles in the United
States.
1.7
DISCLOSURE
Reference to any matter on any Schedule shall not be deemed to be an
acknowledgement by Vendor, or to otherwise imply, that the matter meets