MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

event beyond the Initial Closing Outside Date; provided, further, that Seller shall not have the
right to terminate this Agreement under this Section 2.3(c) if Seller is then in material breach of
this Agreement or the Canada Purchase Agreement; or
(d) (i) By Buyer prior to the Initial Closing, if the Initial Closing has not
occurred on or before May 30, 2012, or such later date as the Parties may agree upon in writing
(the “Initial Closing Outside Date”), unless such delay resulted primarily from Buyer’s breach of
any representation, warranty, covenant or other provision of this Agreement or the Canada
Purchase Agreement; or (ii) by Seller prior to the Initial Closing, if the Initial Closing has not
occurred on or before the Initial Closing Outside Date, unless such delay resulted primarily from
Seller’s breach of any representation, warranty, covenant or other provision of this Agreement or
the Canada Purchase Agreement.
In the event that this Agreement is terminated pursuant to this Section 2.3, the Canada Purchase
Agreement shall be simultaneously terminated automatically without any further action being
required by any Party.
2.4 Effect of Termination. Each Party’s right of termination under Section 2.3 is in
addition to any other rights it may have under this Agreement, the Canada Purchase Agreement
or otherwise, and the exercise of a right of termination will not be an election of remedies. If this
Agreement is terminated pursuant to Section 2.3, all further obligations of the Parties under this
Agreement will terminate, except that this Section 2.4 and Article 10 will survive; provided,
however, that no termination pursuant to Section 2.3 shall relieve either Party from any Liability
arising from or relating to any breach of any representation, warranty, covenant or other
provision of this Agreement or the Canada Purchase Agreement by such Party prior to
termination.
3. Representations and Warranties of Seller. Simultaneously with the execution of this
Agreement by the Parties, Seller is delivering to Buyer a disclosure schedule (the “Disclosure
Schedule”) with numbered sections corresponding to sections in this Agreement. Any matter
disclosed in any section of the Disclosure Schedule shall be deemed disclosed in all other
sections of the Disclosure Schedule to the extent that it is reasonably apparent that such disclosed
matter also relates to the other section of the Disclosure Schedule. The inclusion of any
information in the Disclosure Schedule shall not be deemed an admission or acknowledgement
that such information is material. Seller hereby represents and warrants to Buyer as follows as of
the date of this Agreement:
3.1 Due Organization; Power. (a) Seller is a limited liability company duly
organized, validly existing and in good standing under the laws of Delaware and has the requisite
power and authority to own, lease and operate its properties and to carry on its business as it is
now being operated. Seller has the requisite corporate power and authority to execute and
deliver this Agreement, the Canada Purchase Agreement and each of the ancillary agreements
contemplated hereby and thereby, to consummate the transactions contemplated hereby and
thereby and to perform its obligations hereunder and thereunder.
(b) Each of the Seller Parties is, or at the time of such transfer will be, duly
organized, validly existing and in good standing under the laws of its jurisdiction and has, or at
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