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MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

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INTRODUCTION<br />

This Disclosure Schedule has been prepared and delivered in accordance with the Master Asset<br />

Purchase Agreement (the “Agreement”), dated as of January 17, 2012, by and between<br />

Caterpillar Global Mining LLC (f/k/a Bucyrus International, Inc.), a limited liability company<br />

organized under the laws of Delaware (“Seller”), and Finning International Inc., a corporation<br />

organized under the federal laws of Canada (“Buyer”). Capitalized terms used and not otherwise<br />

defined herein shall have the meanings given to such terms in the Agreement.<br />

This Disclosure Schedule relates to certain matters concerning the transactions contemplated by<br />

the Agreement, is qualified in its entirety by references to specific provisions of the Agreement<br />

and is not intended to constitute, and shall not be construed as constituting, any representations<br />

or warranties of Seller or Seller Parties, except as and to the extent specifically provided in the<br />

Agreement.<br />

No disclosure or other information set forth in this Disclosure Schedule relating to any possible<br />

breach or violation of any contract or Legal Requirement shall be construed as an admission or<br />

indication that such breach or violation exists or has actually occurred. The inclusion of any<br />

information in this Disclosure Schedule shall not be deemed to be an admission of any liability<br />

or obligation of the Seller or any of its Affiliates to any third Person. Any descriptions or<br />

summaries of any contracts or other instruments or documents herein that have been made<br />

available to Buyer are summaries only and are qualified in their entirety by the specific terms of<br />

such contracts, instruments or documents.<br />

Any matter disclosed in any section of this Disclosure Schedule shall be deemed disclosed in all<br />

other sections of this Disclosure Schedule to the extent that it is reasonably apparent that such<br />

disclosed matter also relates to the other section of this Disclosure Schedule, notwithstanding the<br />

omission of an explicit cross-reference thereto. The inclusion of any information in this<br />

Disclosure Schedule shall not be deemed an admission or acknowledgement by Seller or Seller<br />

Parties that such information is material, and no party shall use the fact of the inclusion of such<br />

information in any dispute or controversy between the parties as to whether any item or matter is<br />

or is not material for purposes of the Agreement.<br />

Matters reflected in this Disclosure Schedule are not necessarily limited to matters required by<br />

the Agreement to be reflected in this Disclosure Schedule. Such additional matters are set forth<br />

for informational purposes only and do not necessarily include all matters of a similar nature.<br />

The schedule numbers contained in this Disclosure Schedule correspond to the Section numbers<br />

in the Agreement which are modified by the disclosures set forth herein. The headings used in<br />

this Disclosure Schedule are included solely for convenience, are not intended to be full or<br />

accurate descriptions of the content of the sections of this Disclosure Schedule and shall not<br />

affect the construction or interpretation hereof.<br />

- 115 -<br />

Disclosure Schedule

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