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MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

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(b) From the date of this Agreement until the Initial Closing, Seller must<br />

promptly provide to Buyer:<br />

(i) notice of the termination of employment of any Initial Closing<br />

Employee for any reason including details of the name, position, location and termination date of<br />

that Initial Closing Employee;<br />

(ii) notice of the commencement of employment of any person who<br />

becomes an Initial Closing Employee in accordance with this Agreement including accurate<br />

details of their employment; and<br />

Section 3.8(c).<br />

(iii) notice of any changes to the information provided pursuant to<br />

(c) On or before the Initial Closing Date, Seller or a Seller Party must pay to<br />

each Initial Closing Employee all amounts to which the Initial Closing Employee is entitled<br />

including wages, salary, allowances, superannuation contributions, commissions, benefits<br />

(including long and short term incentive plans and entitlements under employee share plans,<br />

option plans, phantom share or option plans) and any other remuneration or benefit payable or<br />

required to be provided to an Initial Closing Employee accrued or arising at the Initial Closing in<br />

relation to such Initial Closing Employee’s employment by Seller and the Seller Parties before<br />

the Initial Closing; provided, however, that nothing in this Section 6.6 places any obligation on<br />

Seller or any Seller Party to make payment of (1) the Initial Closing Employee Entitlements, (2)<br />

the Initial Closing Bonus Entitlements or (3) the Initial Closing Severance Amounts, in each<br />

case, in respect of any Initial Closing Employee. Subject to Section 1.2(b), such Initial Closing<br />

Employee Entitlements and Initial Closing Bonus Entitlements and such Initial Closing<br />

Severance Amounts (if applicable) will be transferred to and shall be assumed by and the sole<br />

responsibility of Buyer or the applicable Buyer Party.<br />

(d) From and after the Initial Closing Date, Buyer or the applicable Buyer<br />

Party shall collect and be entitled to retain payments from the applicable Initial Closing<br />

Employees in respect of any loans comprising any portion of the Chilean Employee Loan<br />

Amount.<br />

(e) With effect from the Initial Closing, Buyer or the applicable Buyer Party<br />

must pay to or in respect of each Initial Closing Employee as and when they fall due amounts<br />

arising out of or in connection with:<br />

(i) all base salary, incentive compensation opportunities and employee<br />

benefits of that Initial Closing Employee accruing after the Initial Closing;<br />

(ii) all allowances, superannuation contributions and commissions of<br />

that Initial Closing Employee accruing after the Initial Closing;<br />

(iii) all Initial Closing Employee Entitlements of that Initial Closing<br />

Employee (A) accrued but unused as of the Initial Closing and (B) accruing after the Initial<br />

Closing;<br />

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