MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

3.14 Compliance with Laws. Except as set forth in Section 3.14 of the Disclosure
Schedule, Seller and the Seller Parties are conducting the Local Distribution Businesses in
material compliance with all applicable Legal Requirements.
3.15 Brokers. Neither Seller nor any Seller Party has retained any broker and does not
and will not owe any brokerage fee as a result of the transactions contemplated by this
Agreement.
3.16 No Other Representations or Warranties. EXCEPT FOR THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE 3, SELLER
MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, AND SELLER
HEREBY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR
IMPLIED, HOWSOEVER ARISING. AT THE INITIAL CLOSING OR THE CANADA
CLOSING (AS APPLICABLE IN ACCORDANCE WITH SECTION 2.1), BUYER WILL, OR
WILL CAUSE THE BUYER PARTIES TO, ACQUIRE THE ACQUIRED ASSETS
WITHOUT ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY,
MERCHANTABLE QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IN AN
“AS IS” CONDITION AND ON A “WHERE IS” BASIS AS AT CLOSING, EXCEPT AS
OTHERWISE EXPRESSLY REPRESENTED OR WARRANTED IN THIS ARTICLE 3.
4. Representations and Warranties of Buyer. Buyer hereby represents and warrants to Seller
as follows as of the date hereof:
4.1 Due Organization; Power.
(a) Buyer is a corporation duly organized, validly existing and in good
standing under the federal laws of Canada and has the requisite power and authority to (i)
execute and deliver this Agreement, the Canada Purchase Agreement and each of the ancillary
agreements contemplated hereby and thereby, (ii) consummate the transactions contemplated
hereby and thereby and (iii) perform its obligations hereunder and thereunder.
(b) Each of the Buyer Parties is, or at the time of such transfer will be, duly
organized, validly existing and in good standing under the laws of its jurisdiction and has, or at
the time of such transfer will have, the requisite power and authority to (i) execute and deliver
each of the agreements contemplated hereby to which it will be a party, (ii) consummate the
transactions contemplated thereby and (iii) perform its obligations thereunder.
4.2 Due Authorization and Execution.
(a) The execution and delivery of this Agreement, the Canada Purchase
Agreement and all other agreements executed in connection herewith or therewith by Buyer, the
performance by Buyer of its obligations hereunder and thereunder and the consummation by
Buyer of the transactions contemplated hereby and thereby have been duly and validly
authorized by all necessary action on the part of Buyer. This Agreement, the Canada Purchase
Agreement and all agreements to be executed in connection herewith have been duly executed
and validly delivered by Buyer and constitute the legal, valid and binding obligations of Buyer,
enforceable against Buyer in accordance with their respective terms, except as such
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