MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

appointment of a trustee or receiver or the commencement of a similar proceeding to take
possession of, or the attachment or other judicial seizure of, substantially all of such Party’s
assets, or the taking by such Party of any action in furtherance of the foregoing, (iii) the date on
which all Services have been terminated pursuant to Section 3.01, or (iv) the date on which this
Agreement is terminated pursuant to Section 3.03.
10.03 Breach of Agreement. If either Party shall breach any of its obligations under this
Agreement, including any failure to make payments when due, and such Party does not cure such
breach within thirty (30) days after receiving written notice thereof from the non-breaching
Party, the non-breaching Party may terminate this Agreement, including (in the case of Seller)
the provision of Services, immediately by providing the breaching Party written notice of
termination.
10.04 Effect of Termination. Upon the expiration or termination of this Agreement,
(i) except as set forth in this Section 3.04, the rights and obligations of each Party under this
Agreement shall terminate, (ii) the rights and obligations of the Parties under Sections 1.05, 3.04,
3.05, and 7.03 and Articles II, IV, V, VI, and VII shall survive the expiration or termination of
this Agreement and shall remain in full force and effect notwithstanding such expiration or
termination, (iii) if either Party shall have breached any provision of this Agreement, whether
such breach occurred before or after the expiration or, with respect to surviving provisions, after
the termination, of this Agreement, such Party shall remain fully liable in accordance with the
terms of this Agreement after such expiration or termination for all losses, liabilities and other
expenses suffered or incurred by the other Party as a result of such breach, and (iv) each Party
shall be entitled to all outstanding amounts due from the other Party up to the effective date of
expiration or termination.
10.05 Return of Books and Records. Subject in all cases to the Parties’ respective rights
and responsibilities regarding books, records and files set forth in the Purchase Agreement, upon
the expiration or termination of a Service with respect to which either Party holds books, records
or files, including current and archived copies of computer files, owned by the other Party, the
Party holding such books, records or files shall return them as soon as reasonably practicable to
the other Party upon the written request of the other Party, except that (a) one (1) copy of all such
books, records or files may be retained by the returning Party’s legal department for the purpose
of enforcing such Party’s rights under this Agreement and (b) any instances of such books,
records or files in backups or archived form that are commercially impractical to return may be
retained so long as the returning Party does not access or make use of such books, records or
files after receipt of the written request for return from the other Party other than for restoration
of information and data of the returning Party commingled with such books, records or files or as
may be required by applicable Legal Requirements; provided, however, that Seller shall not be
required to return or destroy books, records or files of Buyer that are commingled with materials
owned or licensed by any Person that is a Seller Party or data or other materials that relate to
periods prior to the Effective Date. The returning Party shall bear all costs and expenses
associated with the return of such documents.
C2-7
Exhibit C-2
Form of Initial Closing TSA - Seller