MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

into account in connection with the determination of Initial Closing Net Working Capital
hereunder.
(x) In the event that prior to the Initial Closing Date, Buyer and Seller
mutually determine that the aggregate value of the Initial Closing Acquired Inventories and the
Initial Closing Acquired Other Current Assets would be less than the Midpoint Target Initial
Closing Working Capital (such difference, the “Midpoint Shortfall”), Buyer and Seller may (i)
identify Accounts Receivable in an aggregate value that does not exceed the Midpoint Shortfall,
(ii) execute documentation effecting the assignment of such Accounts Receivable from Seller or
the applicable Seller Party to Buyer or the applicable Buyer Party and (iii) provide that any
obligation of Seller to make any payment pursuant to Section 1.2(b)(iv) shall be deemed to be
satisfied to the extent of the aggregate value of such Accounts Receivable so transferred;
provided, that neither Seller nor Buyer shall have any obligation to agree to take any of the
actions described in clauses (i) through (iii) of this sentence and the taking of any such actions
shall only occur upon terms and conditions as Seller and Buyer may mutually agree.
(c) Withholding. Buyer shall be entitled to deduct and withhold from any
consideration otherwise payable pursuant to this Agreement such amounts as it is required to
deduct and withhold with respect to the making of such payment under applicable tax law, as
determined by Buyer acting reasonably; provided, however, that (i) before making any such
deduction or withholding, Buyer shall give Seller notice of the intention to make such deduction
or withholding (such notice, which shall summarize the authority, basis and method of
calculation for the proposed deduction or withholding, shall be given at least a commercially
reasonable period of time before such deduction or withholding is required in order for Seller
and the Seller Parties (as applicable) to obtain reduction of or relief from such deduction or
withholding, if available), (ii) Buyer shall, and shall cause the applicable Buyer Parties to,
cooperate with Seller and the Seller Parties (as applicable) to the extent reasonably requested in
efforts to obtain reduction of or relief from such deduction or withholding and (iii) Buyer shall
timely remit to the appropriate Governmental Authority any and all amounts so deducted or
withheld and timely file all Tax Returns in respect of these amounts and timely provide to Seller
and the Seller Parties (as applicable) withholding tax receipts and such information statements
and other documents required to be filed or provided under applicable tax law. To the extent that
amounts are so withheld or paid over to or deposited with the relevant Governmental Authority
by Buyer, such amounts shall be treated for all purposes of this Agreement as having been paid
to Seller and the Seller Parties (as applicable) in respect of such deduction and withholding.
1.3 Assumed Liabilities.
(a) Buyer shall, and shall cause the Buyer Parties to, at the Initial Closing or
the Canada Closing (as applicable in accordance with Section 2.1), assume and agree to fully
perform and discharge when due the following Liabilities of Seller and its Affiliates
(collectively, the “Assumed Liabilities”), and only such Liabilities and no others:
(i) subject to Sections 6.7, 6.8, 6.9, 6.13, 6.18, 9.1(a) (with respect to
Section 3.6), 9.1(e), 9.1(f) and 9.1(g), any Liability to Seller’s or any of the Bucyrus Entities’
customers to furnish products, parts or services after the Initial Closing or the Canada Closing (as
applicable in accordance with Section 2.1) in respect of the Local Distribution Businesses for
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