MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

will be at dealer net pricing calculated as the aggregate number of units counted in
spare parts plus the number of units allocated to work-in-process orders, the sum
of which is then multiplied by the individual unit value at dealer net price as
agreed between Buyer and Seller in the Allied Supplier File. Any Initial Closing
Acquired Inventory will be included in Initial Closing Net Working Capital at full
value and no inventory reserves for excess, obsolete, or slow moving inventory
will be included in the calculation. 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 Other Current Assets would
exceed the Midpoint Target Initial Closing Working Capital, Seller and Buyer
shall reduce the amount of the Initial Closing Acquired Inventories by an amount
equal to no less than the amount of such excess, by agreeing on specific or
categories of items to exclude from Initial Closing Acquired Inventories and such
items or categories of items shall be deemed to be Excluded Inventory.
b. Initial Closing Acquired Other Current Assets. For purposes of determining the
Initial Closing Net Working Capital, the value of any Initial Closing Acquired
Other Current Assets will be determined in accordance with US GAAP.
3. Accrued Employee Entitlements. The amount of the Accrued Initial Closing Employee
Entitlements, Accrued Initial Closing Bonus Entitlements, and Initial Closing Severance
Entitlements will be determined in accordance with the accounting policies and principles
of Seller and its Affiliates currently used for calculating accrued but unpaid Initial
Closing Employee Entitlements, Initial Closing Bonus Entitlements and Initial Closing
Severance Amounts, respectively, applied on a consistent basis, and in accordance with
applicable Legal Requirements.
4. Foreign Currency and Exchange Considerations.
a. For purposes of Initial Closing Net Working Capital, any non U.S. dollar values,
including non U.S. dollar denominated assets and liabilities, will be translated into
U.S. dollar values using the relevant WMR Fixing exchange rate set on the last
Business Day of the month prior to the Initial Closing Date as published by the
Financial Times on the first Business Day of the month of the Initial Closing.
b. For purposes of Accrued Initial Closing Employee Entitlements, Accrued Initial
Closing Bonus Entitlements, and Initial Closing Severance Entitlements, any non
U.S. dollar values, including non U.S. dollar denominated assets and liabilities,
will be translated into U.S. dollar values using the average of (i) the relevant
WMR Fixing exchange rate set on the last Business Day of the month prior to the
Initial Closing Date as published by the Financial Times on the first Business Day
and (ii) the relevant WMR Fixing exchange rate set on the Business Day prior to
the date that payment is made pursuant to Section 1.2(b)(v), (vi) and (vii).
5. Acquired WIP. Acquired WIP will be counted in accordance with the process outlined in
section 1(a)(i) above. All categories of Acquired WIP shall be calculated as the sum of
E-4
Exhibit E
Accounting Principles