MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

(v) all material policies and practices (whether contractual or
discretionary) that are or may be applicable to employment or the termination of employment of
any Employee;
(vi) for any Employee on Protected Leave as of December 31, 2011
(with respect to the Initial Closing Employees) and January 9, 2012 (with respect to the Canada
Employees), the date the Employee went on Protected Leave and the date the Employee is
expected to return from Protected Leave; and
(vii) all commitments given to any Employee in relation to the sale of
the Local Distribution Businesses or the transactions contemplated by this Agreement, and Seller
has not made any commitment, offer or proposal that if implemented would result in any of these
details being inaccurate in any material respect.
(d) Seller has:
(i) paid all amounts due to each Initial Closing Employee and all
related withholdings, remissions and contributions to relevant authorities (including tax, social
security, unemployment insurance and similar payments or withholdings) other than in respect of
remuneration accrued for the current salary payment period and current expense claims; and
(ii) otherwise complied in all material respects with all Legal
Requirements relating to the employment of each Initial Closing Employee including all
obligations in relation to occupational health and safety and workers’ compensation.
3.9 Environmental Matters. Notwithstanding the generality of any other
representations and warranties in this Agreement, this Section 3.9 contains the sole and exclusive
representations and warranties concerning environmental matters. Except as set forth in Section
3.9 of the Disclosure Schedule, to Seller’s Knowledge, the operation of the Local Distribution
Businesses for the past two (2) years on the Acquired Real Property has not violated in any
material respect any Environmental Law that is applicable to the Local Distribution Businesses.
To Seller’s Knowledge, except as set forth in Section 3.9 of the Disclosure Schedule, there is no
Contamination present on, or migrating from, the Acquired Real Property which would result in
cleanup or remediation costs, expenses, fines or other Losses relating to the Local Distribution
Businesses that would have a Material Adverse Effect.
3.10 Taxes. Notwithstanding the generality of any other representations and
warranties in this Agreement, this Section 3.10 and Section 3.11 contain the sole and exclusive
representations and warranties of Seller concerning tax matters. Except as set forth in Section
3.10 of the Disclosure Schedule:
(a) Each Seller Party has filed (or there have been filed on its behalf) all
material Tax Returns relating to the Acquired Assets that it was required to file and all such Tax
Returns are true, correct and complete in all material respects, and has timely paid (or there have
been paid on its behalf) all material Taxes due and payable with respect to the Acquired Assets
being conveyed by it, and there are no Liens for Taxes upon the Acquired Assets other than
Permitted Liens;
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