MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

HEREBY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR
IMPLIED, HOWSOEVER ARISING.
5. Taxes.
5.1 Proration. Except as provided in Section 5.2:
(a) Liability for all real, personal and intangible property taxes levied with
respect to the Initial Closing Acquired Assets for a taxable period that includes (but does not end
on) the Initial Closing Date (the “Initial Closing Apportioned Obligations”) shall be apportioned
between Seller and the Seller Parties, as appropriate, and Buyer and the Buyer Parties, as
appropriate, based on the number of days of such taxable period included in the period ending on
the day before the Initial Closing Date (the “Initial Closing Pre-Closing Tax Period”) and the
number of days of such taxable period included in the period after the Initial Closing Pre-Closing
Tax Period (the “Initial Closing Post-Closing Tax Period”). Seller shall be liable for its and the
Seller Parties’ proportionate amount of such Initial Closing Apportioned Obligations that are
attributable to the Initial Closing Pre-Closing Tax Period. Buyer shall be liable for its and the
Buyer Parties’ proportionate amount of such Initial Closing Apportioned Obligations that are
attributable to the Initial Closing Post-Closing Tax Period. Buyer shall be responsible for
preparing and filing (or causing the preparation and filing of) all periodic Tax Returns required
to be filed after the Initial Closing Date that directly relate only to the Acquired Assets (other
than the Canada Acquired Assets) or the operation of the Initial Closing Business, and each such
Tax Return shall be prepared in accordance with applicable Legal Requirements; provided,
however, that Buyer shall not be responsible for filing any Tax Return that under applicable
Legal Requirements is required to be filed by a Seller Party.
(b) Liability for all real, personal and intangible property Taxes levied with
respect to the Canada Acquired Assets for a taxable period that includes (but does not end on)
the Canada Closing Date (the “Canada Apportioned Obligations”) shall be apportioned between
the Canada Seller and Buyer based on the number of days of such taxable period included in the
period ending on the day before the Canada Closing Date (the “Canada Pre-Closing Tax Period”)
and the number of days of such taxable period included in the period after the Canada Pre-
Closing Tax Period (the “Canada Post-Closing Tax Period”). The Canada Seller shall be liable
for its proportionate amount of such Canada Apportioned Obligations that are attributable to the
Canada Pre-Closing Tax Period. Buyer shall be liable for its proportionate amount of such
Canada Apportioned Obligations that are attributable to the Canada Post-Closing Tax Period.
Buyer shall be responsible for preparing and filing (or causing the preparation and filing of) all
periodic Tax Returns required to be filed after the Canada Closing Date that directly relate only
to the Canada Acquired Assets or the operation of the Canada Business, and each such Tax
Return shall be prepared in accordance with applicable Legal Requirements; provided, however,
that Buyer shall not be responsible for filing any Tax Return that under applicable Legal
Requirements is required to be filed by a Seller Party.
(c) Seller, on the one hand, and Buyer, on the other hand, shall provide
reimbursement to the other Party as necessary to give effect to this Section 5.1.
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