MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

to (x) $46,500,000 minus (y) the aggregate amount previously paid by Seller with respect to all
claims made by the Buyer Indemnified Parties under or in connection with this Agreement or the
Canada Purchase Agreement.
(ii) With respect to all claims made by the Buyer Indemnified Parties
under or in connection with this Agreement or the Canada Purchase Agreement (including under
Section 9.1 or otherwise for any breach of or inaccuracy in any representation or warranty
(including any Fundamental Representation) or for any breach of, or failure to perform, any
covenant or obligation or for or in connection with any Retained Liability or Excluded Asset or
under any other theory, whether sounding in tort, contract or otherwise), or the transactions
contemplated hereby or thereby, the maximum aggregate amount that Seller shall be required to
pay to the Buyer Indemnified Parties with respect to all such claims collectively shall not exceed
an amount equal to the Base Purchase Price;
(d) An Indemnified Party may not make a claim for indemnification under
Section 9.1 or Section 9.2, as the case may be, for breach of a particular representation or
warranty after the expiration of the survival period thereof specified in Section 9.7; provided,
however, that if such a claim is made before such expiration, such representation and warranty
shall survive as to such claim until such claim has been finally resolved.
(e) From and after the Initial Closing, the sole and exclusive remedy of the
Indemnified Parties with respect to all Losses and claims of any nature whatsoever (other than in
respect of claims based on conduct constituting fraud, fraud in the inducement or intentional
misrepresentation, or claims to the extent that equitable relief is sought, which for the avoidance
of doubt will not be subject to any of the limitations set forth in this Article 9), relating to the
subject matter of this Agreement or the Canada Purchase Agreement or the transactions
contemplated hereby or thereby shall be pursuant to and limited by the indemnification
provisions set forth in this Article 9, and each Party hereby irrevocably waives effective as of the
Initial Closing all other rights and remedies existing under applicable Legal Requirements or
otherwise.
(f) Notwithstanding any provision in this Agreement to the contrary, with
respect to claims for breaches or inaccuracies of Section 3.9 and/or Environmental Liabilities
that are Retained Liabilities, a Buyer Indemnified Party shall be entitled to indemnification under
Section 9.1 with respect to Losses arising therefrom only to the extent that such Losses of such
Buyer Indemnified Party are a result of the failure of the Local Distribution Businesses to
comply with Environmental Law in effect as of or prior to the Initial Closing Date or the Canada
Closing Date (as applicable) with respect to (1) any of the Acquired Real Property or (2) the
portion of the real property of a customer on which Seller or a Seller Party provided services to
such customer prior to the Initial Closing Date or the Canada Closing Date (as applicable)
pursuant to an Assumed Contract (as such Assumed Contract existed on the Initial Closing Date
or the Canada Closing Date (as applicable)) under which Seller or a Seller Party is subject to
obligations with respect to Environmental Liabilities (each such portion being, a “Customer
Site”), and, in each case, only if all of the following conditions are also satisfied:
(i) the condition, action, event or circumstance that gave rise to such
inaccuracy or breach or such Environmental Liability (A) was not discovered as a result of a
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