MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

Disclosure Schedules specifying such development, fact or circumstance (each such supplement,
a “Schedule Supplement”); provided, that except as set forth in Section 6.12(b), such Schedule
Supplement shall have no effect for purposes of the indemnification obligations of Seller or the
conditions to the Initial Closing set forth in Article 7 and shall be for informational purposes
only.
(b) In the event that Seller delivers a Schedule Supplement pursuant to
Section 6.12(a) that reflects any developments, facts or circumstances which individually or in
the aggregate would result in any of the representations and warranties contained in Article 3 not
being true in all material respects as of and on the Initial Closing Date, such that Buyer would be
entitled to terminate this Agreement and the Canada Purchase Agreement pursuant to Section
2.3(b) as a result of the developments, facts or circumstances described in such Schedule
Supplement, and Buyer does not within ten (10) days after Buyer’s receipt of such Schedule
Supplement terminate this Agreement on the basis of such Schedule Supplement pursuant to
Section 2.3(b), then such Schedule Supplement shall be deemed to have cured any
misrepresentation or breach of representation or warranty that otherwise would have existed
hereunder by reason of the developments, facts or circumstances described in such Schedule
Supplement, and Buyer will not have any claim for indemnification for the developments, facts
or circumstances described in such Schedule Supplement.
(c) From and after the Initial Closing Date and until the Canada Closing Date,
as promptly as practicable following the discovery thereof, Seller shall cause the Canada Seller
to deliver a Schedule Supplement to Buyer disclosing any development, fact or circumstance that
would result in any of the representations and warranties contained in Article 3 not being true
with respect to the Canada Acquired Assets and/or the Canada Business as of and on the Canada
Closing Date. Any such Schedule Supplement shall be deemed to have cured any
misrepresentation or breach of representation or warranty that otherwise would have existed
hereunder by reason of the developments, facts or circumstances described in such Schedule
Supplement, and Buyer and its Affiliates will not have any claim for indemnification for the
developments, facts or circumstances described in such Schedule Supplement.
(d) Notwithstanding anything to the contrary in Sections 6.12(a), 6.12(b) and
6.12(c), if, at any time from the date hereof until the Initial Closing Date or the Canada Closing
Date (as applicable), Seller discovers in good faith that any agreement, contract (including
purchase or sales order), obligation, order or undertaking (i) is listed on Schedule 1.1(a) as an
Assumed Contract but does not relate exclusively to the Acquired Real Property or the Local
Business and thus should not constitute an Assumed Contract, (ii) is not listed on Schedule 1.1(a)
as an Assumed Contract but relates exclusively to the Acquired Real Property or the Local
Distribution Businesses and thus should constitute an Assumed Contract, or (iii) is or is not listed
on Schedule 6.13(a) as a Shared Contract but should not or should, as the case may be, have been
listed as a Shared Contract, then Seller shall have the right to update any or all of Schedules
1.1(a) (to the extent relating to Assumed Contracts), 1.1(b) (to the extent relating to Excluded
Contracts), 6.7(a) and 6.13(a), in each case as applicable, by delivering written notice thereof to
Buyer at least fifteen (15) days prior to the Initial Closing or the Canada Closing (as applicable),
together with any corresponding changes that may be required to the Disclosure Schedule based
on such discovery in order for the representations and warranties contained in Article 3 to be true
as of and on the Initial Closing Date or the Canada Closing Date, as applicable (each such
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