MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

Phase II or other intrusive environmental sampling, testing or investigation by Buyer
(collectively, “Environmental Tests”) at or relating to any Acquired Real Property or Customer
Site; provided, however, that a Buyer Indemnified Party may be entitled to seek indemnification
if any such Environmental Test was undertaken in good faith in response to: (1) with respect to
any Acquired Real Property (I) a request or demand by a Governmental Authority, which request
or demand has not been directly or indirectly solicited or deliberately initiated by any Buyer
Indemnified Party (or any successor owner or operator of the Acquired Real Property) or (II) a
regulatory or permitting requirement of a Governmental Authority applicable in connection with
an expansion or physical restructuring of the Acquired Real Property, which expansion or
physical restructuring is in the best interests of the business of Buyer or its Affiliates conducted
on such Acquired Real Property; or (2) with respect to a Customer Site, a request or demand by
the applicable customer to conduct such Environmental Test pursuant to the requirements of the
applicable Assumed Contract (as such Assumed Contract existed as of the Initial Closing Date or
the Canada Closing Date (as applicable)) relating to such Customer Site, which request or
demand has not been directly or indirectly solicited or deliberately initiated by any Buyer
Indemnified Party (or any successor service provider or operator of the Customer Site), provided
that Buyer shall have obtained the written consent of Seller (which consent shall not be
unreasonably withheld) prior to conducting such Environmental Test and (B) is communicated to
Seller within ten (10) Business Days of the Buyer Indemnified Party becoming aware of a
potential indemnification claim hereunder with respect to such condition, action, event or
circumstance; provided, that the failure to give such notice within such time parameter shall not
relieve Seller of any liability or obligations under this Article 9, except to the extent that Seller
shall have been materially and adversely prejudiced by such failure, and with respect to which
Seller is given the opportunity to participate in any and all further communications with the
applicable Governmental Authority or customer; and
(ii) such claim is made prior to the earlier of (w) the date that is three
(3) years after the Initial Closing Date (with respect to the Initial Closing Business) or three (3)
years after the Canada Closing Date (with respect to the Canada Business), (x) if the Acquired
Real Property to which such claim relates is Acquired Owned Real Property, the date that such
Acquired Owned Real Property is sold by Buyer or its Affiliates to a third party, (y) if the
Acquired Real Property to which such claim relates is Acquired Leased Real Property, the date
that the Assumed Real Property Lease relating thereto expires or is terminated and (z) if the real
property to which such claim relates is a Customer Site, the date that the Assumed Contract
relating thereto expires or is terminated or is assigned to any Person other than Buyer or a Buyer
Party or any of their respective Affiliates.
Seller’s obligation to indemnify any Buyer Indemnified Party with respect to any claims for
breaches or inaccuracies of Section 3.9 and/or Environmental Liabilities that are Retained
Liabilities is limited to costs that are incurred in a reasonable and commercially prudent manner,
which shall incorporate the least stringent clean-up standards having regard to prevailing
industry practice, guidelines and industry standards, and meet any appropriate and relevant
requirement by a Governmental Authority or court of competent jurisdiction or by
Environmental Law or any applicable and appropriate code of practice or by any Assumed Real
Property Lease or Assumed Contract. Seller shall have no obligation to indemnify any Buyer
Indemnified Party with respect to any claims for breaches or inaccuracies of Section 3.9 and/or
Environmental Liabilities that are Retained Liabilities to the extent that the condition, action,
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