MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

or maintenance thereof violates any Legal Requirements which has not been resolved, (ii) any
condemnation proceeding is pending or (iii) any compulsory restoration or other work order or
acquisition order is pending.
(d) The use of the Acquired Real Property for the conduct of the Local
Distribution Businesses as conducted by Seller and the Seller Parties complies in all material
respects with the terms of any applicable Assumed Real Property Lease and Legal Requirements.
3.8 Employment Matters. Notwithstanding the generality of any other representations
and warranties in this Agreement, this Section 3.8 contains the sole and exclusive representations
and warranties concerning employment and labor matters.
(a) Except as set forth in Section 3.8 of the Disclosure Schedule, neither
Seller nor any Seller Party is a party to or bound by any labor, collective bargaining or similar
agreement relating to the Local Distribution Businesses, and there are no labor unions, work
councils or other organizations representing or, to Seller’s Knowledge, purporting or attempting
to currently represent any employee of Seller or a Seller Party employed in the Local
Distribution Businesses.
(b) No strike, slowdown, picketing, work stoppage, concerted refusal to work
overtime, union organizing effort, union campaign, union labor dispute or other similar labor
activity with respect to any current employee of the Local Distribution Businesses is currently
ongoing.
(c) To Seller’s Knowledge, Seller has provided to Buyer on or prior to the
date hereof complete and accurate details of each of the following (in each case as they existed
as at December 31, 2011 with respect to the Initial Closing Employees and January 9, 2012 with
respect to the Canada Employees):
(i) the name, position, location and start date of each Employee;
(ii) the terms of employment of each Employee, including all
remuneration and other benefits payable during or upon termination of that employment or
engagement;
(iii) any arrangement under which any Employee has received in the
12 months before December 31, 2011 (with respect to the Initial Closing Employees) and
January 9, 2012 (with respect to the Canada Employees) or may be entitled to receive any bonus
or other payment or benefit (whether contractual or discretionary) that is calculated by reference
to the performance of the Seller or the Bucyrus Entities or any division of the Local Distribution
Businesses of Seller or the Bucyrus Entities, the performance of the Employee or any
combination of these;
(iv) accrued annual vacation leave/vacation time, long term service
leave and pay entitlements of each Employee;
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