MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

ARTICLE IX
FEES; PAYMENT
9.01 Fees. Buyer shall pay Seller for provision of the Services the fees set forth on
Schedules A and B under the sections entitled “Fees” (collectively, the “Fees”). In addition,
Buyer shall reimburse Seller for any travel, lodging and other out-of-pocket expenses that are
incurred by Transition Employees or otherwise in connection with Seller’s provision of the
Services or that are otherwise necessary in connection with Seller’s provision of the Services,
provided that any such expenses in excess of $[●] are approved in writing by Buyer before they
are incurred by Seller and/or Transition Employees; provided, however, that if such expenses are
not approved in writing by Buyer, Seller shall have no obligation to perform the Services
associated with such expenses.
9.02 Payment. Seller shall provide to Buyer each month a valid itemized tax invoice
(an “Invoice”) for the Services performed and out-of-pocket expenses incurred during the
preceding month. Such Invoice shall set forth a description of such Services rendered and the
Fees for such Services, as well as a description of any out-of-pocket expenses and any reasonable
supporting documentation as may be requested by Buyer. All amounts due under the Invoice
shall be paid in full by Buyer within thirty (30) days of date of the Invoice. Any payments due
under this Article II that are not timely paid by Buyer shall be subject to a late charge equal to
the lesser of (i) 1.5% per month and (ii) the maximum amount allowed by applicable law. In
addition, Buyer shall reimburse Seller for all collection costs (including all attorneys’, expert
witnesses’ and other professionals’ fees and expenses) incurred by Seller to enforce Buyer’s
obligations under this Agreement.
9.03 Taxes. [To come.] 6
9.04 No Set-off. Buyer’s obligation to pay the Fees or make any other required
payments under this Agreement shall not be subject to any right of offset, set-off, deduction or
counterclaim, however arising, including pursuant to any claims under the Purchase Agreement.
ARTICLE X
TERM AND TERMINATION
10.01 Term of Services. The provision of each Service shall commence on the Effective
Date and shall terminate on the earliest to occur of (i) the date set forth on Schedule A or B under
the heading “Termination Date” for a specific Service, (ii) thirty (30) days after the date of
notification of termination of any Service by Buyer, or (iii) ______ , 201_.
10.02 Termination. This Agreement shall terminate on the earliest to occur of
(i) ______ , 201_, (ii) the making by one Party of any general assignment or arrangement for the
benefit of creditors, the filing of a voluntary or involuntary petition in bankruptcy by or against
such Party under any bankruptcy or insolvency law or similar proceeding (unless, in the case of
an involuntary filing against such Party, the petition is dismissed within thirty (30) days), the
6 Goods and Services Tax, VAT or withholding provisions to be added by local counsel, as applicable.
C2-6
Exhibit C-2
Form of Initial Closing TSA - Seller