MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

(iii) except as set forth in Section 3.3(a)(iii) of the Disclosure Schedule
or for such matters as would not reasonably be expected to be material in the aggregate to the
Local Distribution Businesses, result in any breach of, constitute a default (or an event that,
without the giving of notice or the passage of time, would become a default) under, require any
Consent of any Person pursuant to, give to others any right of termination, amendment,
modification, acceleration or cancellation of, allow the imposition of any fees or penalties,
require the offering or making of any payment or redemption, give rise to any increased,
guaranteed, accelerated or additional rights or entitlements of any Person or otherwise adversely
affect any rights of Seller, the Seller Parties or the Local Distribution Businesses under, or result
in the creation of any Lien (other than Permitted Liens) upon the Local Distribution Businesses
or any of the Acquired Assets pursuant to, any note, bond, indenture, mortgage, deed of trust,
agreement, license, permit, franchise instrument, obligation or other agreement with respect to
the Local Distribution Businesses or any of the Acquired Assets to which Seller or any of the
Seller Parties is a party or by which the Local Distribution Businesses or any of the Acquired
Assets may be bound or affected.
(b) Except for the Mandatory Antitrust Approvals, as set forth in Section
3.3(b) of the Disclosure Schedule or for such matters as would not reasonably be expected to be
material in the aggregate to the Local Distribution Businesses, no Consent of or from any
Governmental Authority or other Person is required (i) in connection with the execution, delivery
and performance of this Agreement, the Canada Purchase Agreement and all other agreements
executed in connection herewith by Seller or the Seller Parties, (ii) in connection with the
consummation by Seller or the Seller Parties of the transactions contemplated hereby or thereby
or (iii) in order to prevent the termination of any right, privilege, license or qualification of or
affecting the Local Distribution Businesses or the Acquired Assets.
(c) None of the following events has occurred in relation to the Seller or a
Seller Party within the two (2) year period preceding the date of this Agreement:
(i) the appointment of a receiver, receiver and manager, liquidator,
provisional liquidator, administrator or trustee in bankruptcy in respect of Seller or any Seller
Party or any of their respective assets;
(ii) any application to any court or the passage of any resolution or the
convening of any meeting or the issuance of any order for the winding up or dissolution of the
Seller or a Seller Party;
(iii) the inability by Seller or any Seller Party to generally pay its debts
when they become due or the declaration under any applicable Legal Requirement that Seller or
such Seller Party is insolvent or the resolution by Seller’s or any Seller Party’s board of directors
that the Seller or such Seller Party is, or is likely to become at some future time, insolvent;
(iv) the implementation of any scheme of arrangement with its
creditors or any class of them under applicable Legal Requirements;
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