MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

(b) Except for the Mandatory Antitrust Approvals, no Consent of or from any
Governmental Authority or other Person is required in connection with (i) the execution, delivery
and performance of this Agreement, the Canada Purchase Agreement and all other agreements
executed in connection herewith or therewith by Buyer or the Buyer Parties or (ii) the
consummation of the transactions contemplated hereby or thereby.
4.4 Due Diligence Investigation. Buyer and the Buyer Parties have conducted, or
have been provided by Seller or the Seller Parties the opportunity to conduct, a due diligence
investigation of the Local Distribution Businesses and the Acquired Assets. Seller acknowledges
that, in entering into this Agreement and the Canada Purchase Agreement, Buyer is relying on
the representations and warranties of Seller contained in Article 3, and Buyer acknowledges that
Seller has not made, nor will be deemed to have made, nor has Buyer or the Buyer Parties relied
on, any representation, warranty, covenant or agreement, express or implied, with respect to the
Local Distribution Businesses or the Acquired Assets or the transactions contemplated by this
Agreement and the Canada Purchase Agreement other than those expressly set forth herein and
therein.
4.5 No Litigation. There is no litigation, action, claim, arbitration, proceeding,
investigation or outstanding order, writ, judgment, injunction, decree, determination or award
pending, or to the knowledge of Buyer, threatened against Buyer or the Buyer Parties (a) that
challenges the validity of this Agreement, the Canada Purchase Agreement or the transactions
contemplated hereby or thereby or (b) that would reasonably be expected to prevent, delay,
modify, make illegal or otherwise interfere with this Agreement or the transactions contemplated
by this Agreement or the Canada Purchase Agreement.
4.6 Financing. Buyer possesses sufficient funds (or has sources of funds readily
available to it from its Affiliates) to consummate the transactions contemplated by this
Agreement and the Canada Purchase Agreement. Buyer acknowledges that it is not a condition
to the Initial Closing or the Canada Closing (as applicable) or to any of its other obligations
under this Agreement or the Canada Purchase Agreement that Buyer obtain any financing or any
funds from any other source.
4.7 Tax Registrations.
(a) GST/HST Registration. Buyer is registered for goods and services
tax/harmonized sales tax purposes under Part IX of the Excise Tax Act (Canada) and its
GST/HST registration number is [Redacted].
(b) The Chile Buyer is a Chilean taxpayer registered with the Chilean tax
authority under Rol Único Tributario – RUT No. [Redacted].
4.8 Brokers. Neither Buyer nor any Buyer Party has retained any broker and neither
Buyer nor the Buyer Parties does or will owe any brokerage fee as a result of the transactions
contemplated by this Agreement or the Canada Purchase Agreement.
4.9 No Other Representations or Warranties. EXCEPT FOR THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE 4, BUYER
MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, AND BUYER
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