MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

End Target Initial Closing Working Capital, there will be no adjustment to the Base Initial
Closing Purchase Price pursuant to this Section 1.2(b)(iv).
(v) Adjustment for Accrued Initial Closing Employee Entitlements.
Seller shall wire the amount of the Accrued Initial Closing Employee Entitlements as finally
determined pursuant to this Section 1.2(b), (which amount shall be grossed up to adjust for tax
obligations undertaken by Buyer and any other payments or contributions required to be paid by
Buyer to any Governmental Authority or any other Person in connection with the payment of the
Accrued Initial Closing Employee Entitlements as finally determined to the Initial Closing
Employees but, for the avoidance of doubt, excluding any amounts required to be withheld or
deducted from amounts paid to the Initial Closing Employees), to an account designated in
writing by Buyer in immediately available funds within two (2) Business Days after the date that
the amount of the Accrued Initial Closing Employee Entitlements is finally determined pursuant
to this Section 1.2(b).
(vi) Adjustment for Accrued Initial Closing Bonus Entitlements. Seller
shall wire the amount of the Accrued Initial Closing Bonus Entitlements as finally determined
pursuant to this Section 1.2(b) (which amount shall be grossed up to adjust for tax obligations
undertaken by Buyer and any other payments or contributions required to be paid by Buyer to
any Governmental Authority or any other Person in connection with the payment of the Accrued
Initial Closing Bonus Entitlements as finally determined to the Initial Closing Employees but, for
the avoidance of doubt, excluding any amounts required to be withheld or deducted from
amounts paid to the Initial Closing Employees), to an account designated in writing by Buyer in
immediately available funds within two (2) Business Days after the date that the amount of the
Accrued Initial Closing Bonus Entitlements is finally determined pursuant to this Section 1.2(b).
(vii) Adjustment for Initial Closing Severance Entitlements. Seller shall
wire the amount of the Initial Closing Severance Entitlements as finally determined pursuant to
this Section 1.2(b) (which amount shall be grossed up to adjust for tax obligations undertaken by
Buyer and any other payments or contributions required to be paid by Buyer to any
Governmental Authority or any other Person in connection with the payment of the Initial
Closing Severance Entitlements as finally determined to the Initial Closing Employees but, for
the avoidance of doubt, excluding any amounts required to be withheld or deducted from
amounts paid to the Initial Closing Employees), to an account designated in writing by Buyer in
immediately available funds within two (2) Business Days after the date that the amount of the
Initial Closing Severance Entitlements is finally determined pursuant to this Section 1.2(b).
(viii) Cooperation and Access to Books and Records. Buyer and Seller
shall, and shall cause the Buyer Parties and the Seller Parties respectively to, cooperate in good
faith and assist each other in the finalization of the Initial Closing Statement, including the
making available to the extent reasonably necessary of books, records, working papers and
personnel.
(ix) Adjustment to Base Canada Purchase Price. The Canada Purchase
Price shall be subject to a separate adjustment following the Canada Closing in accordance with
the Canada Purchase Agreement and without duplication of any asset or liability that is taken
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