MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

eflect the list of applicable Transferred Prime Product Orders as of the date that is thirty (30)
days prior to the Initial Closing Date or the Canada Closing Date (as applicable).
(f) Retained Orders. Prior to the Initial Closing or the Canada Closing (as
applicable), the Parties shall cooperate in good faith to identify customer orders and contracts
nearing completion and relating to the Local Distribution Businesses that shall not be
Transferred Prime Product Orders and that shall not be transferred to Buyer (the “Retained
Orders”).
6.19 Initial Closing TSAs; Canada Closing TSAs.
(a) From the date of this Agreement until the Initial Closing or the Canada
Closing (as applicable), Seller and Buyer shall work together in good faith to identify any
additional services (including Buyer providing to Seller collection services in respect of any
Accounts Receivable that are not assigned to Buyer or a Buyer Party) that may need to be
provided by Seller to Buyer or by Buyer to Seller, as the case may be, under the applicable Initial
Closing TSAs or Canada Closing TSAs (as applicable), in each case, in connection with the
Initial Closing Territories or the Canada Closing Territories (as applicable). Seller and Buyer
acknowledge and agree that any such services identified to be provided under the Initial Closing
TSAs or the Canada Closing TSAs shall be provided on a fully burdened cost basis other than in
the case of real property leases between Buyer or a Buyer Party, on the one hand, and Seller or a
Seller Party, on the other hand, which shall be on a fair market value basis.
(b) From the date of this Agreement until the Initial Closing or the Canada
Closing (as applicable), Seller and Buyer shall work together in good faith to enter into, or cause
the applicable Seller Party or Buyer Party, respectively, to enter into, one or more transition
services agreements (the “Retained WIP and Retained Orders TSAs”) pursuant to which Buyer,
the applicable Buyer Party or their respective Affiliates shall provide the services necessary for
Seller or the applicable Seller Party to complete the Retained WIP and Retained Orders in
accordance with the contracts of Seller or the applicable Seller Party in respect thereof and in a
manner reasonably satisfactory to Seller, in each case, in accordance with the principles set forth
on Exhibit G, notwithstanding the provisions of Section 6.19(a).
(c) Notwithstanding any other provision in this Agreement, from the date of
this Agreement and continuing after the Initial Closing, Seller shall use commercially reasonable
efforts to obtain approval from the duty-free commercial port center (or Zona Franca) of South
America traditionally called Zofri (the “Zofri Consent”) in connection with the leased real
property located at Calle Bellavista, Manzana B, Sitio 17B, Barrio Industrial Zofri, Iquique,
Tarapaca 111-2182, and the owned facility located thereon (collectively, the “Iquique Property”).
Within five (5) Business Days after the Zofri Consent has been obtained, Seller and the
applicable Seller Parties and Buyer and the applicable Buyer Parties shall execute and deliver to
the other Party the Transfer Documents applicable to the Iquique Property.
7. Conditions Precedent to the Obligations of Buyer. The obligations of Buyer and the
Buyer Parties to consummate the Initial Closing are subject to satisfaction of all of the following
conditions by the Initial Closing Date (any one or more of which may, to the extent permitted by
applicable Legal Requirements, be waived in writing by Buyer in Buyer’s sole discretion):
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