MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

ARTICLE XVII
TERM AND TERMINATION
17.01 Term. The Parties’ respective rights and obligations under this Agreement shall
commence on the Effective Date and end on the date this Agreement is terminated pursuant to
Section 3.02 (the “Term”).
17.02 Expiration or Termination. Upon the second (2 nd ) anniversary of the Effective
Date (or such other date as the Parties may agree in writing):
(a) except as otherwise provided in this Agreement, the rights of Buyer hereunder
shall terminate;
(b) neither Party shall be discharged from any antecedent liability;
(c) with respect to any Consigned Products withdrawn from inventory as of the date
of such termination (except for items withdrawn by Seller pursuant to Section 1.04), Buyer shall
pay to Seller all amounts owed by Buyer to Seller as and when such payments would have
become due if termination had not occurred or within thirty (30) days after the date of such
termination, whichever occurs first; and
(d) with respect to all Consigned Products not withdrawn from inventory as of the
date of such termination, Buyer shall, within thirty (30) days after such termination, (i) purchase
any or all of such Consigned Products as desired by Buyer, at Seller’s then-current Dealer Net
Prices and pay to Seller the full purchase price therefor within such thirty (30) day period and (ii)
ship, at Seller’s expense, to a location designated by Seller (in accordance with Seller’s
instructions) all of the Consigned Products that Buyer elects not to purchase pursuant to clause
(i) above.
17.03 Reclamation of Consigned Products. In the event Buyer does not comply with the
provisions of this Agreement, Seller or its authorized representatives may, at Seller’s option, take
possession of all or any part of the Consigned Products. Buyer shall grant peaceable access to
Seller or its authorized representatives for such purpose, and Buyer warrants and represents that
it has all necessary rights to grant Seller such access. To the extent permitted by applicable law,
Seller shall have all the rights and remedies of a secured party under the Uniform Commercial
Code (or similar law of another applicable jurisdiction); provided, however, that nothing
contained in this paragraph granting such rights to Seller shall be deemed to alter the relationship
of the Parties as consignor and consignee or cause this Agreement to be construed as a sale by
Seller to Buyer of the Consigned Products. No remedy herein conferred on Seller is intended to
be exclusive and shall be in addition to every other remedy now or hereafter existing at law or in
equity or by statute or otherwise.
ARTICLE XVIII
RISK OF LOSS; INSURANCE; LIABILITY
18.01 Risk of Loss. Buyer assumes and shall be liable for all risk of loss of, or casualty
to, any and all of the Consigned Products while the Consigned Products are under consignment
D-6
Exhibit D
Form of Consignment Agreement