MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

efurbishment, restoration or repair with respect to such Refurbished Item that costs,
individually, $2,000 or more (based upon documented, reasonably allocable cost of labor and
documented out-of-pocket costs and expenses) and is required to fulfill any customer order
invoiced by Buyer or the applicable Buyer Party within thirty (30) days after the date of the
completion of such refurbishment, restoration or repair, Seller shall provide to Buyer or such
Buyer Party a future credit on purchases of products or parts in an amount equal to the
documented amount of such costs of refurbishment, restoration or repair; provided, that Seller
shall have no further obligations pursuant to this Section 6.17 after the second anniversary of the
Initial Closing Date or Canada Closing Date (as applicable); provided, further, that the
maximum, aggregate Liability of Seller pursuant to this Section 6.17 shall not exceed an amount
equal to five percent (5%) of the aggregate value assigned to the Initial Closing Acquired
Inventory or the Canada Acquired Inventory (as applicable) (excluding any raw materials or
Acquired WIP) in connection with the calculation of Initial Closing Net Working Capital or the
Canada Closing Net Working Capital (as applicable).
6.18 Transferred Prime Product Orders; Retained Orders.
(a) Performance of Transferred Prime Product Orders. Buyer shall, or shall
cause the applicable Buyer Party to, perform the Transferred Prime Product Orders.
(b) Payment of the Buyer Base Machine Price. Buyer shall, or shall cause the
applicable Buyer Party to, pay to the applicable Seller, or the applicable Affiliate of Seller, the
Buyer Base Machine Price for each Base Machine that Seller, or any Affiliate of Seller, delivers
to Buyer, or any Affiliate of Buyer, in connection with a Transferred Prime Product Order, in
each case when due in accordance with the standard terms and conditions of Sellers as in effect
from time to time.
(c) Non-Machine Requirements Credit. On a quarterly basis, Buyer and
Seller shall determine the aggregate amount of the Non-Machine Requirements Credit to which
Buyer is entitled, if any; provided, however, that notwithstanding anything to the contrary herein,
Buyer shall be entitled to a Non-Machine Requirements Credit for a Validated Non-Machine
Claim Amount only after and to the extent that the aggregate amount of all Validated Non-
Machine Claim Amounts has exceeded $2,500,000.
(d) Dispute Resolution. In the event of a dispute over the substantiation and
validation of a Non-Machine Requirements Credit that cannot be resolved after reasonable good
faith efforts by Buyer and Seller within a period of ninety (90) days, then such dispute shall be
referred for resolution to the Mining General Manager of Seller for the applicable Territory, in
the case of Seller, and to the dealer principal of Buyer for the applicable Territory, in the case of
Buyer. Such individuals shall use good faith efforts for a period of thirty (30) days after such
referral to resolve such dispute on a commercial level.
(e) Transferred Prime Product Orders Schedule. Notwithstanding any other
provision in this Agreement, the Parties agree to cooperate in good faith to complete Schedule
6.18 in a manner consistent with and applying the principles and methodologies used to complete
the illustrative form of such Schedule provided by Seller to Buyer prior to the date hereof to
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