MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

written notice, an “Assumed Contract Update Notice”). No Assumed Contract Update Notice
shall be deemed to constitute a Schedule Supplement, and any update to the Disclosure Schedule
contained in an Assumed Contract Update Notice shall be effective to cure any breach of
representation or warranty for purposes of the indemnification obligations of Seller pursuant to
Section 9.1(a) and for purposes of the conditions to the Initial Closing set forth in Article 7.
6.13 Shared Contracts.
(a) With respect to each of the contracts and agreements listed in Schedule
6.13(a) (collectively, the “Shared Contracts”), prior to the Initial Closing and, to the extent that a
Shared Contract relates to the Canada Business, the Canada Closing, Seller and Buyer shall use
their commercially reasonable efforts to work together (and, if necessary and desirable, to work
with the third parties to the Shared Contracts and other dealers of Seller) in an effort to divide,
modify and/or replicate (in whole or in part) as appropriate and, if practicable, novate, the
respective rights and obligations under and in respect of each such Shared Contract such that,
effective as of the Initial Closing (and/or, to the extent relating to the Canada Business, as of the
Canada Closing), (A) Buyer or its designated Affiliate shall be the beneficiary of the rights and
shall be responsible for the obligations related to that portion of such Shared Contract to the
extent relating to the Local Distribution Businesses (the “Local Business Portion”) (so that,
subsequent to the Initial Closing and/or the Canada Closing, as applicable, Seller and its
Affiliates shall have no rights or obligations with respect to the Local Business Portion of such
Shared Contract) and (B) Seller or the applicable Bucyrus Entity (and/or another dealer of Seller
designated by Seller) shall continue to be the beneficiary of the rights and shall be responsible
for the obligations related to such Shared Contract other than the Local Business Portion (the
“Non-Local Business Portion”) (so that, subsequent to the Initial Closing and/or the Canada
Closing, as applicable, Buyer and its Affiliates shall have no rights or obligations with respect to
the Non-Local Business Portion of such Shared Contract). With respect to any Shared Contract
that is formally divided, modified and/or replicated in accordance with the foregoing sentence
prior to the Initial Closing and/or the Canada Closing (as applicable), the Local Business Portion
shall be assigned at the Initial Closing or the Canada Closing (as applicable) to Buyer or another
Buyer Party designated by Buyer at the Initial Closing or the Canada Closing (as applicable) and
shall be deemed to be an Initial Closing Assumed Contract or a Canada Assumed Contract, as
applicable. The Parties also agree that, although they hereby agree to use commercially
reasonable efforts to divide, modify and/or replicate (in whole or in part) as appropriate and, if
possible, novate, the respective rights and obligations under and in respect of each such Shared
Contract prior to the Initial Closing and/or the Canada Closing (as applicable) and the Parties
hereby agree to cooperate with each other (and, as applicable, other dealers of Seller and its
Affiliates) in attempting to obtain all such arrangements, any failure to obtain any such
arrangements by any of them for any reason in and of itself whatsoever shall not constitute a
breach of this Agreement or the Canada Purchase Agreement.
(b) If the Parties are not able to enter into an arrangement to formally divide,
modify and/or replicate one or more Shared Contracts prior to the Initial Closing and/or the
Canada Closing (as applicable) as contemplated by Section 6.13(a), then:
(i) the Shared Contracts marked on Schedule 6.13(a) with (x) an
asterisk (such Shared Contracts, the “Initial Closing Shared Contracts”) shall be assigned at the
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