MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

(b) From the date hereof until the earlier of the Canada Closing Date and the
termination of this Agreement, and the Canada Purchase Agreement, to the extent permitted by
applicable Legal Requirements, and provided that Seller and the Canada Seller may withhold
information to the extent required under any confidentiality obligation owed to a third party
(provided that Seller and Canada Seller shall use commercially reasonable efforts to seek consent
to disclose such information to Buyer), Seller shall, or shall cause the Canada Seller to, (i) afford
Buyer and its Representatives reasonable access (including for inspection and copying) at all
reasonable times to the Canada Acquired Assets and Canada Seller’s Representatives, properties,
offices, and other facilities, and books and records to the extent relating to the Canada Acquired
Assets, and (ii) furnish Buyer with such financial, operating and other data and information in
connection with the Canada Acquired Assets or the Canada Business as Buyer may reasonably
request.
(c) From and after the Initial Closing or the Canada Closing (as applicable),
Buyer and its Affiliates shall permit Seller and its Affiliates to have reasonable access to any
information in Buyer’s or any of its Affiliates’ possession, and shall make available the Initial
Closing Employees or the Canada Transferred Employees (as applicable) on a mutually
convenient basis for interviews or testimony, in each case to the extent reasonably necessary for
Seller and its Affiliates to contest or defend any litigation, action, claim, arbitration, proceeding,
mediation, investigation relating to or arising out of any fact, situation, circumstance, incident,
action, failure to act or transaction existing on or prior to the Initial Closing Date or the Canada
Closing Date (as applicable), all at the cost and expense of Seller and its Affiliates to the extent
of any out-of-pocket expenses; provided, that this Section 6.4(c) shall not apply to disputes or
litigation among the Parties and their respective Affiliates.
6.5 Consents. Prior to the Initial Closing (in the case of any Initial Closing Assumed
Contract) and/or the Canada Closing (in the case of any Canada Assumed Contract), Seller shall,
or shall cause the Canada Seller and the Seller Parties (as applicable) to, use commercially
reasonable efforts to seek written Consents from the counterparties to any Assumed Contract that
requires the Consent of such counterparty to assign such Assumed Contract or that enables such
counterparty to terminate or materially modify the applicable Assumed Contract upon the
consummation of the transactions contemplated hereby; provided, however, that Buyer shall, and
shall cause the Buyer Parties to, use commercially reasonable efforts to assist Seller, the Seller
Parties or the Canada Seller (as applicable) in doing so. For the avoidance of doubt, the failure
by Seller, the Seller Parties or the Canada Seller to secure any Consents shall not constitute a
failure to satisfy any condition set forth in Article 7 or the Canada Purchase Agreement or a
breach of this Agreement or the Canada Purchase Agreement.
6.6 Initial Closing Employee Matters.
(a) All operations performed by Seller and the applicable Seller Party will be
assumed by Buyer or the applicable Buyer Party in accordance with the terms of this Agreement,
which, therefore, will assume the applicable Seller Party’s legal capacity as employer for all the
legal, regulatory and contractual purposes, in accordance with article 4 of the Chilean Labour
Code, and the current employment contracts of the Initial Closing Employees shall maintain their
validity and continuity with Buyer or the applicable Buyer Party.
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