MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

(iv) any Assumed Contract granting the counterparty to such Assumed
Contract or a third party “most favored nation” pricing or terms or similar concessions, benefits,
accommodations or rights; and
(v) any Assumed Contract involving a joint venture, partnership or
similar undertaking with a third party relating to the sharing of profits.
(b) Except as set forth on Section 3.6(b)(i) of the Disclosure Schedule: (i) all
of the Material Contracts are in full force and effect and constitute the legal, valid and binding
obligations of Seller and the Seller Parties, as applicable; (ii) to Seller’s Knowledge, all of the
Material Contracts are enforceable in accordance with their respective terms; (iii) no written
default or termination notice has been delivered in accordance with the terms of any Material
Contract by any party to any other party with respect to such Material Contract which has not
been cured prior to the date hereof; and (iv) neither Seller nor any Seller Party nor, to the
Knowledge of Seller, any counterparty is in breach or default under any Material Contract, and
no event has occurred which, with the passage of time or the giving of notice or both, would
constitute a breach or default by Seller or a Seller Party. Except as set forth in Section 3.6(b)(ii)
of the Disclosure Schedule, Seller has made available to Buyer true and complete copies of each
written Material Contract.
3.7 Real Property.
(a) Section 3.7(a) of the Disclosure Schedule sets forth for each parcel of
Acquired Real Property the address and a general description of the current use of such Acquired
Real Property. Neither Seller nor any Seller Party has subleased, licensed or otherwise granted
any Person the right to use or occupy the Acquired Real Property or any portion thereof.
(b) All of the Assumed Real Property Leases are in full force and effect and
constitute the legal, valid and binding obligations of Seller and the Seller Parties, as applicable.
To Seller’s Knowledge, all of the Assumed Real Property Leases are enforceable in accordance
with their respective terms. No written default or termination notice has been delivered in
accordance with the terms of any Assumed Real Property Lease by any party to any other party
with respect to such Assumed Real Property Lease which has not been cured prior to the date
hereof. Seller or the applicable Seller Party is in compliance in all material respects with the
terms of each Assumed Real Property Lease and all other covenants affecting the subject
property of such Assumed Real Property Lease by which Seller or the applicable Seller Party is
bound. Neither Seller nor any Seller Party is in material breach or material default under any
Assumed Real Property Lease, and no event has occurred which, with the passage of time or the
giving of notice or both, would constitute a material breach or material default by Seller or a
Seller Party and in particular no such breach, default or event has occurred which has given or
will give rise to a right to the other party to terminate such Assumed Real Property Lease or to a
Liability for any material penalties, fines or causes of action under applicable Legal
Requirements. Seller has made available to Buyer true and complete copies of each written
Assumed Real Property Lease.
(c) Neither Seller nor any Seller Party has received any written notice with
respect to any Acquired Real Property that (i) any building or structure thereon or the operation
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