MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

Legal Requirements or stock exchange listing regulations to disclose any specific provisions of
this Agreement or any ancillary document or instrument hereto or any of their respective exhibits
or schedules, such Party will promptly notify Buyer (in the case of any Seller or Seller Party) or
Seller (in the case of Buyer or any Buyer Party) so that the Parties may cooperate to obtain a
protective order, confidential treatment or other appropriate remedy. In the event that such
protective order or other remedy is not obtained, the disclosing Party will furnish only that
portion of the Agreement, ancillary document or instrument or exhibit or schedule thereto which
they are advised by written opinion of counsel that they are legally required to disclose and shall
use their commercially reasonable efforts to obtain assurance that confidential treatment will be
accorded. No Party will oppose any action taken by any other Party to obtain a protective order
or other reliable assurance that such confidential treatment will be so accorded, and the Parties
shall cooperate to obtain such order or other assurances.
10.8 Governing Law; Waiver of Jury Trial; Consent to Jurisdiction.
(a) Unless the applicable Legal Requirements require otherwise, this
Agreement and any claims arising out of or relating to this Agreement or the transactions
contemplated by this Agreement shall be governed by and construed in accordance with the laws
of the State of New York, without giving effect to any choice or conflict of law principles that
would cause the application of the laws of any other jurisdiction.
(b) Each Party to this Agreement irrevocably waives the right to a trial by jury
in connection with any matter arising out of this Agreement.
(c) The Parties to this Agreement submit to the exclusive jurisdiction of the
federal courts of the United States located in New York, New York (or, only in the event that the
federal courts lack subject matter jurisdiction over a dispute, the state courts of New York
located in New York, New York) in respect of the interpretation and enforcement of the
provisions of this Agreement and by this Agreement waive, and agree not to assert, any defense
in any action for the interpretation or enforcement of this Agreement, that they are not subject
thereto or that such action may not be brought or is not maintainable in such courts or that this
Agreement may not be enforced in or by such courts or that their property is exempt or immune
from execution, that the action is brought in an inconvenient forum, or that the venue of the
action is improper. Service of process with respect thereto may be made upon the Seller Parties
or the Buyer Parties by mailing a copy thereof by registered or certified mail, postage prepaid, to
such Party at its address as provided in Section 10.2. Additionally, each Buyer Party shall,
promptly following the date hereof, appoint and notify Seller of such Buyer Party’s agent for
service of process in the State of New York for a period of five (5) years from and after the date
hereof and agrees that service made on such agent shall have the same legal force and effect as if
served upon such party personally within the State of New York.
10.9 Expenses. Subject to Section 6.2 and except as otherwise expressly stated in this
Agreement, each Party will be solely responsible for and bear all of its own respective costs and
expenses, including expenses of legal counsel, accountants, and other advisors, incurred at any
time in connection with preliminary negotiations and discussions between the Parties,
negotiating and preparing this Agreement and consummating the transactions contemplated by
this Agreement.
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