MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

9.7 Survival of Representations and Warranties. Each Party covenants and agrees
that its representations and warranties contained in this Agreement and in any document
delivered or to be delivered pursuant to this Agreement or the Canada Purchase Agreement, as
amended, modified or supplemented pursuant to the Disclosure Schedules and any Schedule
Supplement, shall survive the Initial Closing Date and/or the Canada Closing Date for the period
specified in this Section 9.7 regardless of any investigation made by any Party, and shall not be
considered waived by the other Party’s consummation of the transactions contemplated by this
Agreement with knowledge of any breach or misrepresentation. The representations and
warranties of the Parties contained in this Agreement and in any document delivered or to be
delivered pursuant to this Agreement and the Canada Purchase Agreement, as amended,
modified or supplemented pursuant to the Disclosure Schedules and any Schedule Supplement,
shall (a) to the extent relating to the Initial Closing Business or the Initial Closing Acquired
Assets survive the Initial Closing until the date that is twenty-four (24) months after the Initial
Closing Date and (b) to the extent relating to the Canada Business or the Canada Acquired
Assets survive the Initial Closing and the Canada Closing until the date that is twenty-four (24)
months after the Canada Closing Date, provided, however, that the representations and
warranties set forth in Sections 3.1 and 4.1 (relating to organization and power), Sections 3.2 and
4.2 (relating to authority), Section 3.3(c) (relating to solvency), Section 3.13 (relating to title)
and Sections 3.15 and 4.8 (relating to brokers) (collectively, the “Fundamental Representations”)
shall survive the Initial Closing and the Canada Closing indefinitely.
9.8 Adjustment of Purchase Price. Any amount payable by Seller pursuant to this
Article 9 will be treated for applicable tax purposes as a reduction of the Initial Closing Purchase
Price or the Canada Purchase Price (as applicable) and any amount payable by Buyer pursuant to
this Article 9 will be treated for applicable tax purposes as an increase of the Initial Closing
Purchase Price or the Canada Purchase Price (as applicable).
9.9 GST/HST Gross Up. If any payment made by the Seller or Buyer pursuant to this
Article 9 is deemed by the Excise Tax Act (Canada) or similar legislation in any other jurisdiction
to include goods and services tax/harmonized sales tax, or is deemed by any applicable
provincial or territorial legislation to include a similar value added or multi-staged tax, the
amount of such payment shall be increased accordingly.
10. Miscellaneous.
10.1 Successors and Assigns; No Assignment. Except as otherwise expressly provided
in this Agreement, no Party may assign any of its rights or delegate any of its obligations under
this Agreement without the prior written consent of the other Party. Any attempted assignment
or delegation without the required consent shall be null and void. Subject to the foregoing, this
Agreement shall be binding upon and inure to the benefit of the Parties, their legal
representatives and their successors and permitted assigns.
10.2 Notices. All notices, consents, requests, approvals, instructions and other
communications to a Party shall be in writing and shall be deemed to have been duly given and
received (a) if delivered personally, by courier or actually received, as of the date received, (b) if
delivered by registered or certified mail, return receipt requested, as of two (2) Business Days
after being mailed, (c) if delivered by a nationally recognized overnight delivery service, one (1)
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