MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

delayed, (1) sell, lease, subject to any Lien (other than Permitted Liens) or otherwise dispose of,
any of the Initial Closing Acquired Assets except in the ordinary course of business, (2) cancel,
compromise, waive or release any right or claim relating to the Initial Closing Acquired Assets
except in the ordinary course of business, (3) enter into any Initial Closing Assumed Contract
that would constitute a Material Contract if such Initial Closing Assumed Contract were entered
into prior to the date hereof or terminate or amend in any material respect any Material Contract,
(4) commence or settle any litigation, action, claim, arbitration, proceeding or investigation
relating to the Initial Closing Acquired Assets or Initial Closing Assumed Liabilities except in
the ordinary course of business, (5) except as required by applicable Legal Requirements,
terminate the employment of any Initial Closing Employee, increase or make any representation
about an increase in the annual remuneration of an Initial Closing Employee (other than
increases in base compensation pursuant to periodic performance reviews in the ordinary course
of business), or vary the terms of employment or engagement of any Initial Closing Employee or
(6) agree to do any of the foregoing in clauses (1) through (5) except in the ordinary course of
business. Without limiting the foregoing, and until the earlier of the Initial Closing or
termination of this Agreement, Seller shall, and shall cause the Seller Parties to, proactively
consult with Buyer and/or the applicable Buyer Parties in a timely manner in respect of any
material matter or material decision in connection with, relating to or otherwise having a material
impact on the Initial Closing Business and/or the Initial Closing Acquired Assets.
(b) Until the earlier of the Canada Closing or termination of this Agreement
and the Canada Purchase Agreement, without the prior written consent of Buyer, which consent
shall not be unreasonably withheld or delayed, Seller shall, and shall cause the Canada Seller to,
(i) operate the Canada Acquired Assets only in the ordinary course of the Canada Businesses to
which such Canada Acquired Assets relate, consistent with prior practices, (ii) comply in all
material respects with all applicable Legal Requirements and all applicable Governmental
Authorities and Licenses and (iii) use commercially reasonable efforts to preserve the Canada
Acquired Assets in good order, ordinary wear and tear excepted. Seller shall not, and shall cause
the Canada Seller not to, without the prior written consent of Buyer, which consent shall not be
unreasonably withheld or delayed, (1) sell, lease, subject to any Lien (other than Permitted
Liens) or otherwise dispose of, any of the Canada Acquired Assets except in the ordinary course
of business, (2) cancel, compromise, waive or release any right or claim relating to the Canada
Acquired Assets except in the ordinary course of business, (3) enter into any Canada Assumed
Contract that would constitute a Material Contract if such Canada Assumed Contract were
entered into prior to the date hereof or terminate or amend in any material respect any Material
Contract, (4) commence or settle any litigation, action, claim, arbitration, proceeding or
investigation relating to the Canada Acquired Assets or Canada Assumed Liabilities except in
the ordinary course of business, (5) except as required by applicable Legal Requirements,
terminate the employment of any Canada Employee (other than any termination of a Canada
Transferred Employee necessary or appropriate to facilitate the transition of employment of such
Canada Transferred Employee from Seller or the Seller Parties to Buyer or the Buyer Parties),
increase or make any representation about an increase in the annual remuneration of a Canada
Employee (other than increases in base compensation pursuant to periodic performance reviews
in the ordinary course of business), or vary the terms of employment or engagement of any
Canada Employee or (6) agree to do any of the foregoing in clauses (1) through (5) except in the
ordinary course of business. Without limiting the foregoing, and until the earlier of the Canada
Closing or termination of this Agreement and the Canada Purchase Agreement, Seller shall, and
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