MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

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eceiving Party by or on behalf of the disclosing Party, provided that the source of such information was not known by the receiving Party to be subject to a confidentiality agreement with or obligation to the disclosing Party in respect thereof, or (iv) is independently developed by the receiving Party without reference to the disclosing Party’s Confidential Information. 12.03 Confidentiality Obligations. Each Party agrees that it will protect the Confidential Information of the other Party through the exercise of no less protection and care than it customarily uses in safeguarding its own confidential and proprietary information of like character that it desires to retain in confidence, but always with the exercise of at least a reasonable degree of care. Neither Party shall disclose to any third party (other than its Representatives on a need-to-know basis) any Confidential Information of the other Party, and each Party shall utilize such Confidential Information on a need-to-know basis only to the extent necessary to effect the provisions and purposes of, and as expressly contemplated under the terms of, this Agreement. Each Party shall take reasonable steps to advise its Representatives of the confidential nature of Confidential Information and their obligations not to copy, reveal or use Confidential Information except to the extent required to carry out the Parties’ obligations under this Agreement and to require that Confidential Information be kept in a reasonably secure location. Each Party will promptly notify the other if it believes that Confidential Information has lost its status as such. 12.04 Permitted Disclosure. Notwithstanding anything in this Agreement to the contrary, the receiving Party may disclose Confidential Information if required by Legal Requirement or court, arbitral or governmental order or process, or any stock exchange listing or trading agreements, provided that, unless impermissible under applicable Legal Requirement, the receiving Party gives the disclosing Party prompt written notice of such requirement to permit the disclosing Party to seek a protective order or other appropriate relief. 12.05 Return or Destruction of Confidential Information. Upon the written request of a disclosing Party after the purpose for which Confidential Information has been furnished has been accomplished or upon the expiration or termination of this Agreement, the receiving Party agrees to return to the disclosing Party or to destroy any and all Confidential Information received from the disclosing Party in accordance with, and subject to, the provisions of Section 3.05. Upon destruction of Confidential Information or any copies thereof required to be destroyed hereunder, the receiving Party shall certify in writing to the disclosing Party that such destruction has occurred. 12.06 Remedies. Each Party acknowledges and agrees that, due to the unique nature of Confidential Information, there can be no adequate remedy at law for breach of the confidentiality provisions of this Agreement and that such breach will cause irreparable harm to the non-breaching Party. The non-breaching Party shall thus be entitled to immediate injunctive relief, in addition to whatever other remedies it might have at law or in equity, in the event of an actual or threatened breach of such confidentiality provisions. C2-10 Exhibit C-2 Form of Initial Closing TSA - Seller
ARTICLE XIII INTELLECTUAL PROPERTY 13.01 Improvements to Intellectual Property of Buyer. Improvements to the Intellectual Property of Buyer created by employees or agents of Buyer as a result of the Services shall be owned by Buyer. 13.02 Improvements to Intellectual Property of Seller. Improvements to the Intellectual Property of Seller created by employees or agents of Seller, employees or agents of Buyer, or jointly by employees or agents of Seller and employees or agents of Buyer, as a result of the Services, shall be owned by Seller. 13.03 Assignment. Each Party hereby assigns to the other Party its full right, title and interest in relevant improvements that are necessary to give ownership to the other Party as contemplated in Sections 6.01 and 6.02 above. Each Party further agrees to execute such documents as the other Party may reasonably request from time to time to evidence and record the ownership interest in such other Party (without charge, but at the other Party’s expense). 13.04 No Obligation to File. Neither Seller nor Buyer shall have any obligation to file any patent application, prosecute any patent application or maintain any patent in force, nor register any copyright. ARTICLE XIV MISCELLANEOUS 14.01 No Third-Party Beneficiaries. Nothing in this Agreement is intended or shall be construed to entitle any Person, other than the Parties and their respective successors and permitted transferees and assigns, to any claim, cause of action, remedy or right of any kind. 14.02 Entire Agreement. This Agreement (including the Schedules) constitutes the entire agreement between the Parties as to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, by or on behalf of the Parties. 14.03 Succession and Assignment. Except as otherwise expressly provided in this Agreement, no Party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party. Any attempted assignment or delegation without the required consent shall be null and void ab initio. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties, their legal representatives and their successors and assigns. 14.04 Counterparts; Facsimile Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or electronic mail will be effective as delivery of a manually executed counterpart of this Agreement. C2-11 Exhibit C-2 Form of Initial Closing TSA - Seller
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MASTER ASSET PURCHASE AGREEMENT BY
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TABLE OF CONTENTS (continued) - ii
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TABLE OF CONTENTS (continued) - iv
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MASTER ASSET PURCHASE AGREEMENT THI
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deliver to Seller a written stateme
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into account in connection with the
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or the Canada Purchase Agreement or
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Parties may otherwise agree (the
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event beyond the Initial Closing Ou
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(iii) except as set forth in Sectio
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(iv) any Assumed Contract granting
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(v) all material policies and pract
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3.14 Compliance with Laws. Except a
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(b) Except for the Mandatory Antitr
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5.2 Transfer Taxes. Except as provi
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delayed, (1) sell, lease, subject t
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other and, upon request, to any Gov
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(b) From the date of this Agreement
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that (i) Seller and the Seller Part
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Disclosure Schedules specifying suc
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Initial Closing and (y) with a doub
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efurbishment, restoration or repair
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7.1 Representations; Warranties; Co
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(d) any Excluded Assets; (e) any ob
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to (x) $46,500,000 minus (y) the ag
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event or circumstance that gave ris
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9.7 Survival of Representations and
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10.3 Entire Agreement; Amendment; W
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10.10 Bulk Sales Law. Buyer acknowl
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(viii) the Transferred Licenses. Fo
Page 61 and 62: “Assumed Liabilities” shall hav
Page 63 and 64: “Canada Business” shall mean th
Page 65 and 66: Closing Date (with respect to the C
Page 67 and 68: “Initial Closing Business” shal
Page 69 and 70: “Lien” shall mean any charge, c
Page 71 and 72: detract from, materially diminish t
Page 73 and 74: “Transferred Employees” shall m
Page 75 and 76: EXHIBIT A-1 Canada Territories 1. A
Page 77 and 78: EXHIBIT B Form of Initial Closing T
Page 79 and 80: IN WITNESS WHEREOF, the parties her
Page 81 and 82: APPENDIX A 3 [APPENDIX TO BE COMPLE
Page 83 and 84: (other than the Initial Closing Ass
Page 85 and 86: FINNING INTERNATIONAL INC. By: ____
Page 87 and 88: EXHIBIT C-1 Form of Initial Closing
Page 89 and 90: immediately prior to the Effective
Page 91 and 92: Information. Seller shall cooperate
Page 93 and 94: 3.05 Return of Books and Records. S
Page 95 and 96: “Confidential Information” shal
Page 97 and 98: 7.03 Succession and Assignment. Exc
Page 99 and 100: 7.09 Severability. In the event tha
Page 101 and 102: Schedule A General Services C1-15 E
Page 105 and 106: immediately prior to the Effective
Page 107 and 108: (c) Buyer acknowledges that it will
Page 109 and 110: appointment of a trustee or receive
Page 111: 11.04 Duty to Mitigate. Each Party
Page 115 and 116: (b) If to Buyer: Finning Internatio
Page 117 and 118: Date. IN WITNESS WHEREOF, the Parti
Page 119 and 120: Schedule B Information Systems Serv
Page 121 and 122: CONTRATO DE DEPOSITO POR CUENTA AJE
Page 123 and 124: El cliente podrá exigir la devoluc
Page 127 and 128: 3. Bucyrus Chile declara que cumple
Page 129 and 130: dependencias de Finning Chile ubica
Page 131 and 132: a) Listado de los trabajadores de l
Page 133 and 134: que deberá ser pagada conforme a l
Page 135 and 136: De igual manera, , Bucyrus Chile se
Page 137 and 138: mediando tal aprobación, Bucyrus C
Page 139 and 140: Nombre: Dirección: Cargo: Correo e
Page 141 and 142: EXHIBIT D Form of Consignment Agree
Page 143 and 144: 15.02 Consignment and Sale. (a) Con
Page 145 and 146: 16.04 Taxes and Fees. Except as pro
Page 147 and 148: with Buyer to the extent such loss
Page 149 and 150: If to Seller: Attn: Gail Sexsmith F
Page 151 and 152: Date. IN WITNESS WHEREOF, the Parti
Page 153 and 154: EXHIBIT E Accounting Principles (Se
Page 155 and 156: vii. Seller will request mine site
Page 157 and 158: the parts consumed, the work-in-pro
Page 159 and 160: Work Order Created From SAP BAAN Pr
Page 161 and 162: EXHIBIT G Retained WIP and Retained
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SCHEDULES TO MASTER ASSET PURCHASE
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Schedule A Certain Bucyrus Entities
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Schedule B Products - 3 - Schedule
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I. Acquired Inventory Schedule 1.1(
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Seller/Seller Party Buyer/Buyer Par
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D. Other Seller/Seller Party Buyer/
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Initial Closing Territories Seller/
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Pl. Part Description TEREX DISTRIBU
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Pl. Part Description - 31 - Current
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I. Excluded Inventory Schedule 1.1(
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- 67 - Schedule 1.1(b) Excluded Ass
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I. Assumed Other Current Liabilitie
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Schedule 1.4 Preliminary Allocation
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Schedule 6.6(a) Employees [Redacted
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2. [Redacted reference to confident
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I. Standard Bucyrus Warranties See
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[Redacted confidential details rega
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- 81 - Schedule 6.8 Warranty Matter
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- 103 - Schedule 6.8 Warranty Matte
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1. 2. Customer Name Mine / Site Bas
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INTRODUCTION This Disclosure Schedu
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Schedule 3.3(a)(iii) No Conflicts 1
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16. Consigned Stock Agreement, date
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49. Lease, dated July 29, 2010, bet
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83. Contrato de Usuario de Zona Fra
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Antofagasta Region, authorizing Buc
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I. Section 3.6(a)(i) Schedule 3.6(a
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Blanca, S.A. 31. [Redacted referenc
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63. Corporacion Nacional del Cobre
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17. Corporacion Nacional Del Cobre
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I. Section 3.6(b)(i) Schedule 3.6(b
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10. Award Letter regarding Contract
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12. Highvale Mine Warehouse, 4425 S
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Canada Territories 1. None Initial
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[Redacted certain confidential tax
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Schedule 3.13 Title to Assets 1. Ba
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