MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

vii. Seller will request mine site personnel count the remaining Initial Closing
Acquired Inventory at consignment locations not counted in section (vi)
above. Seller will then reconcile the counts.
viii. At least two weeks prior to the start of the counts, Seller will share with
Buyer the written count procedures that will be followed at each location.
ix. Buyer will be allowed to send its own employees, employees of its
appointed representatives, or both to observe the counts at any or all
locations. They will be responsible for all their own travel and lodging
arrangements based on the schedule Seller provides to them.
x. Seller will provide Buyer with the final fully reconciled count quantities
by individual part number within 10 Business Days of completion of the
count.
xi. Three days prior to the Initial Closing Date, Seller will generate the listing
of Initial Closing Acquired Inventory (including the current draft of the
WIP Schedule as of such date) from the systems that Buyer will use to
load the inventory data into its system and Seller will use to remove the
inventory from its system. Included with this listing will be a
reconciliation from the quantities provided in the list from section (x)
above plus receipts less shipments to arrive at the final quantity of each
part number being transferred.
xii. All Excluded Inventory will be physically tagged before the Initial
Closing. It is intended that Excluded Inventory will include all scrap,
obsolete and slow moving inventory as determined by the parties working
cooperatively together leading up to and during the inventory count
process and having regard to a number of factors including the Midpoint
Target Initial Closing Working Capital and Buyer’s forecasted needs for
Acquired Inventory on Closing to support the Initial Closing Business.
xiii. Excluded Inventory will continue to be physically held by Buyer after the
Initial Closing according to the terms of the Consignment Agreement.
2. Initial Closing Net Working Capital.
a. Acquired Inventories. For purposes of determining the Initial Closing Net
Working Capital, each item of Initial Closing Acquired Inventory (based upon the
Initial Closing Inventory Count) will be valued at the expected “dealer net
pricing” for such item of Initial Closing Acquired Inventory. Seller will provide
Buyer with a file (the “Allied Supplier File”) setting forth the dealer net pricing
for purposes of the calculation of Initial Closing Net Working Capital for all
possible parts that could be transferred. For avoidance of doubt, for any spare
parts inventory and any parts included in work-in-process orders that transfer to
Buyer, the value to transfer for purposes of Initial Closing Net Working Capital
E-3
Exhibit E
Accounting Principles