MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

products or parts that (i) were sold by Seller, its Affiliates or any of their respective dealers
pursuant to any of the [Redacted] (including under any purchase order or local supply agreement
issued thereunder) prior to the Initial Closing (and/or, to the extent a [Redacted] relates to the
Canada Business, the Canada Closing) or (ii) are ordered by [Redacted], [Redacted] or any of
their respective Affiliates pursuant to the [Redacted] from and after the Initial Closing (and/or, to
the extent a [Redacted] relates to the Canada Business, the Canada Closing).
6.14 Insurance Policies. Buyer acknowledges that it will be responsible for obtaining
its own insurance with respect to (i) the Initial Closing Acquired Assets as of the Initial Closing
and (ii) the Canada Acquired Assets as of the Canada Closing. Seller shall have no
responsibility for insuring the Initial Closing Acquired Assets from and after the Initial Closing
or the Canada Acquired Assets from and after the Canada Closing.
6.15 Vehicle Titles. With respect to any owned vehicles or other owned tangible
personal property for which a certificate of title or other registration is required under applicable
Legal Requirements or has been issued by any applicable Governmental Authority, Seller shall
cooperate with Buyer to cause such certificates of title or other registrations to be issued in the
name of Buyer or a Buyer Party designated by Buyer and to otherwise reflect the ownership
interest of Buyer or such Buyer Party therein in accordance with applicable Legal Requirements,
in each case as promptly as practicable after the Initial Closing and/or the Canada Closing (as
applicable).
6.16 Inventory Returns. Within fifteen (15) days after the second anniversary of the
Initial Closing Date or the Canada Closing Date (as applicable), Buyer and the Buyer Parties
shall have the one-time right to return any portion of the Initial Closing Acquired Inventories or
the Canada Acquired Inventories (as applicable) (excluding any raw materials or Acquired WIP),
to Seller at a return value equal to the value assigned to the applicable Acquired Inventory in
connection with the calculation of Initial Closing Net Working Capital or the Canada Closing
Net Working Capital (as applicable); provided, that with the prior written consent of Seller,
Buyer and the Buyer Parties may return, on or after the first anniversary but before the second
anniversary of the Initial Closing Date or the Canada Closing Date (as applicable), any item of
the Initial Closing Acquired Inventory or the Canada Acquired Inventory (as applicable)
(excluding any raw materials or Acquired WIP), that was individually valued in excess of
$100,000 in connection with the calculation of the Initial Closing Net Working Capital or the
Canada Closing Net Working Capital (as applicable); provided, further, that each item of Initial
Closing Acquired Inventory or Canada Acquired Inventory that is returned must be returned in
substantially the same condition as such item was in as of the Initial Closing Date or the Canada
Closing Date (as applicable) ordinary wear and tear excepted, and not used or damaged. Except
as provided in the foregoing sentence, Buyer and the Buyer Parties shall not be permitted to
return any of the Acquired Inventories.
6.17 Refurbishment. For each item of the Initial Closing Acquired Inventory or the
Canada Acquired Inventory (as applicable) (excluding any raw materials or Acquired WIP) that
Buyer or the applicable Buyer Party establishes to the reasonable satisfaction of Seller to be in a
condition as of the Initial Closing Date or the Canada Closing Date (as applicable) that causes
such item to be in need of refurbishment, restoration or repair in order for such item of Acquired
Inventory to be in saleable condition (each, a “Refurbished Item”), then for any such
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