MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

10.3 Entire Agreement; Amendment; Waiver. This Agreement (including the Exhibits,
Schedules and Disclosure Schedules hereto and the Canada Purchase Agreement) constitutes the
entire agreement between the Parties as to the subject matter hereof, and supersedes all prior and
contemporaneous agreements, understandings, negotiations and discussions, whether oral or
written, by or on behalf of the Parties. This Agreement may be altered, amended or modified in
whole or in part at any time only by a writing signed by all the Parties. No waiver of any of the
provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other
provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No
waiver shall be binding unless executed in writing by the Party making the waiver.
10.4 Severability. In the event that any provision hereof is held to be illegal, invalid or
unenforceable in any respect under any applicable Legal Requirements, such provision shall (to
the extent permitted by law) be construed by modifying or limiting it so as to be legal, valid and
enforceable to the maximum extent compatible with, and possible under, applicable Legal
Requirements. The provisions hereof are severable, and in the event any provision hereof should
be held illegal, invalid or unenforceable in any respect, it shall not invalidate, render
unenforceable or otherwise affect any other provision hereof.
10.5 Counterparts; Facsimile Signatures. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Delivery of an executed counterpart of a signature
page to this Agreement by facsimile or electronic mail will be effective as delivery of a manually
executed counterpart of this Agreement.
10.6 Third Party Beneficiaries. Nothing in this Agreement is intended or shall be
construed to entitle any Person, other than the Parties and their respective successors and
permitted transferees and assigns, to any claim, cause of action, remedy or right of any kind;
provided, that the Buyer Indemnified Parties and the Seller Indemnified Parties are intended
third-party beneficiaries of Article 9.
10.7 Public Announcements; Confidentiality. Without the prior written consent of the
other Party, which consent shall not be unreasonably withheld or delayed, no Party may make or
cause to be made any public statement, press release or other public disclosure to any Person
with respect to this Agreement or the transactions contemplated by this Agreement (including
announcing the signing of this Agreement or the consummation of the transactions contemplated
by this Agreement); provided, however, that each Party may disclose the proposed acquisition to
its partners, managers, officers, legal counsel, accountants, employees, and advisors to the extent
that such Party reasonably determines such disclosure is necessary or advisable, or to the extent
necessary to obtain the Consent of Governmental Authorities or third parties to the transactions
contemplated by this Agreement. No Party may disclose the terms and specific provisions of this
Agreement, except (a) to its Representatives with a need to know such contents, (b) to the extent
that such Party believes in good faith that such disclosure is required to be made by applicable
Legal Requirements or by applicable stock exchange listing regulations after consultation with
legal counsel and (c) for those contents of this Agreement that become generally available to the
public other than as a result of a disclosure by such Party or its Representatives in violation of
this Section 10.7. Notwithstanding the foregoing, provisions of this Section 10.7, if any Party is
or becomes legally compelled or otherwise believes in good faith that it is required by applicable
- 49 -