MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

19.03 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.
19.04 Entire Agreement. This Agreement 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.
19.05 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.
19.06 Headings. The headings contained in this Agreement are inserted for convenience
only and shall not affect in any way the meaning or interpretation of this Agreement.
19.07 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.
19.08 Notices. Any notice, request, instruction or other document to be given hereunder
by a Party shall be in writing and shall be deemed to have been given (i) when received if given
in person or by courier or a courier service, (ii) on the date of transmission if sent by telex,
facsimile, electronic mail or other wire transmission (receipt confirmed) or (iii) five (5) Business
Days after being deposited in the mail, certified or registered, postage prepaid:
If to Buyer:
Finning International Inc.
10th Floor, 666 Burrard Street
Vancouver, BC V6C 2X8
Attn: David Smith
Facsimile: +1 (604) 691-6254
E-mail: david.s.smith@finning.com
with copies (which shall not constitute notice) to:
Finning International Inc.
10 th Floor, 666 Burrard Street
Vancouver, BC V6C 2X8
D-8
Exhibit D
Form of Consignment Agreement