MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any
other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No
waiver shall be binding unless executed in writing by the Party making the waiver.
19.11 Severability. In the event that any provision hereof is held to be illegal, invalid or
unenforceable in any respect, such provision shall (to the extent permitted by law) be construed
by modifying or limiting it so as to be legal, valid and enforceable to the maximum extent
compatible with, and possible under, applicable Legal Requirements. The provisions hereof are
severable, and in the event any provision hereof should be held illegal, invalid or unenforceable
in any respect, it shall not invalidate, render unenforceable or otherwise affect any other
provision hereof.
19.12 Construction.
(a) Each of the Parties and their respective counsel have reviewed and negotiated this
Agreement. Any rule of construction against the Party preparing this Agreement is hereby
waived.
(b) Section and subsection headings are not to be considered part of this Agreement,
are included solely for convenience, are not intended to be full or accurate descriptions of the
content of the Sections or subsections of this Agreement and shall not affect the construction
hereof.
(c) The words “hereof,” “herein,” “hereunder” and words of similar import shall refer
to this Agreement as a whole and not to any particular Section or provision of this Agreement,
and reference to a particular Section of this Agreement shall include all subsections thereof.
(d) Definitions shall be equally applicable to both the singular and plural forms of the
terms defined, and references to the masculine, feminine or neuter gender shall include each
other gender.
(e) The word “including” and “include” shall be deemed to be followed by the phrase
“without limitation.”
(f) Any reference to “$” or “dollars” shall mean United States dollars, and all
payments required by any Party hereunder shall be made in United States dollars.
(g) Any reference to any Legal Requirement shall mean such Legal Requirement as
amended and in effect as of any time of determination.
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D-10
Exhibit D
Form of Consignment Agreement