MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

I. Acquired Inventory
Schedule 1.1(a)
Acquired Assets
A. Except as are sold or otherwise disposed of in the ordinary course of business prior to the
Initial Closing or the Canada Closing (as applicable):
1. The raw materials, finished goods, spare parts and Acquired WIP inventories of Seller
or the applicable Seller Party used in or held for use in the Local Distribution
Businesses and located at, or in transit within the Territory with a delivery point of, the
Acquired Real Property or on consignment at customer mine sites in the Territories
pursuant to an Assumed Contract (in each case excluding any Excluded Inventory).
For purposes of the definition of Acquired WIP, the other work-in-process inventories
include:
• repair/minor build/rebuild work-in-process inventories
• field service and product support work-in-process inventories
• service exchange work-in-process inventories
• “MARC” work-in-process inventories
For the avoidance of doubt, the Initial Closing Acquired WIP shall be as conclusively
set forth on the WIP Schedule delivered pursuant to Section 2.2(b)(viii) of the
Agreement and the Canada Acquired WIP shall be as conclusively set forth on the
WIP Schedule delivered pursuant to Section 2.2(b)(iv) of the Canada Asset Purchase
Agreement.
2. The items listed in Appendix I to this Schedule 1.1(a).
II. Acquired Equipment
1. All items of machinery, equipment, tools, materials and other items of tangible
personal property owned by Seller or the applicable Seller Party and used or held for
use in the Local Distribution Businesses and located at the Acquired Real Property (in
each case excluding any inventories or Excluded Equipment).
2. Rights to the following owned or leased equipment and other personal property, to the
extent transferrable:
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Schedule 1.1(a)
Acquired Assets