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MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

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I. Excluded Inventory<br />

Schedule 1.1(b)<br />

Excluded Assets 8<br />

1. Any customer-owned components, equipment or other assets, including but not<br />

limited to, customer-owned components or equipment that are in the process of<br />

being rebuilt.<br />

2. Retained WIP.<br />

3. Obsolete, slow moving and scrap inventories as identified by Seller.<br />

II. Excluded Accounts Receivable<br />

1. None.<br />

III. Excluded Equipment<br />

1. The equipment listed in attached Appendix I to Schedule 1.1(b).<br />

IV. Excluded Contracts<br />

A. Retained Orders<br />

1. To be agreed by Seller and Buyer as provided pursuant to Section 6.18(f) of<br />

the Agreement prior to the Initial Closing or Canada Closing, as applicable.<br />

B. Other Excluded Contracts<br />

[Redacted references in this section to various confidential contracts]<br />

V. Excluded Other Current Assets<br />

None.<br />

8 Other than items listed herein that would constitute “Acquired Assets” pursuant to the Agreement but for the<br />

inclusion of such items on this Schedule 1.1(b), the inclusion of any specific item on this schedule is made for<br />

informational purposes and for the avoidance of doubt only, and shall not be deemed to affect the interpretation or<br />

meaning of the terms “Acquired Assets” or “Excluded Assets” under the Agreement.<br />

- 65 -<br />

Schedule 1.1(b)<br />

Excluded Assets

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