MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

7.1 Representations; Warranties; Covenants. All of the representations and
warranties of Seller set forth in this Agreement shall have been true and correct in all material
respects as of the date hereof and shall be true and correct in all material respects as of the Initial
Closing as if made on the Initial Closing Date (except to the extent that any such representation
or warranty is made as of a specific date, in which case such representation or warranty shall
have been true and correct in all material respects as of such date). Seller shall have performed
and satisfied, or shall have caused to be performed and satisfied, in all material respects, all
material covenants and agreements required by this Agreement and the Canada Purchase
Agreement to be performed or satisfied or caused to be performed or satisfied by Seller at or
prior to the Initial Closing.
7.2 Closing Certificate. Seller shall have delivered to Buyer a certificate, dated as of
the Initial Closing Date, executed by an officer of Seller to the effect that each of the conditions
specified in Section 7.1 has been satisfied in all respects.
7.3 Legality; Litigation. No action, claim, arbitration, proceeding or investigation by
any Governmental Authority shall have been instituted at or prior to the Initial Closing relating
to this Agreement or the Canada Purchase Agreement or any of the transactions contemplated
hereby or thereby that makes this Agreement or the Canada Purchase Agreement or the
transactions contemplated hereby or thereby illegal or unenforceable.
7.4 No Material Adverse Effect. There shall have been no changes, developments or
events since the date of this Agreement that have had a Material Adverse Effect.
7.5 Deliveries. Seller shall have effected, or shall have caused to be effected, the
deliveries required pursuant to Section 2.2(b).
7.6 Mandatory Antitrust Approvals. The Mandatory Antitrust Approvals, other than
the Mandatory Canadian Antitrust Approval, shall have been obtained.
8. Conditions Precedent to the Obligations of Seller. The obligations of Seller and the
Seller 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 Seller in Seller’s sole discretion):
8.1 Representations; Warranties; Covenants. All of the representations and
warranties of Buyer set forth in this Agreement shall have been true and correct in all material
respects as of the date hereof and shall be true and correct in all material respects as of the Initial
Closing as if made on the Initial Closing Date (except to the extent that any such representation
or warranty is made as of a specific date, in which case such representation or warranty shall
have been true and correct in all material respects as of such date). Buyer shall have performed
and satisfied, and shall have caused to be performed and satisfied, in all material respects, all
material covenants and agreements required by this Agreement and the Canada Purchase
Agreement to be performed or satisfied or caused to be performed or satisfied by Buyer at or
prior to the Initial Closing.
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