MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

[Redacted reference to confidential customer contract]
[Redacted reference to confidential customer contract]
“Accounting Firm” shall have the meaning set forth in Section 1.2(b)(iii).
“Accounting Principles” shall mean the accounting principles, practices, procedures and
stipulations set forth on Exhibit E.
“Accounts Receivable” shall mean the accounts receivable and trade receivables of Seller
or the applicable Seller Party related to the Initial Closing Business.
“Accrued Initial Closing Bonus Entitlements” shall have the meaning set forth in Section
1.2(b)(ii).
“Accrued Initial Closing Employee Entitlements” shall have the meaning set forth in
Section 1.2(b)(ii).
“Acquired Assets” shall mean:
(i) the raw materials, finished goods, spare parts and Acquired WIP
inventories of Seller or the applicable Seller Party used in or held for use in the Local
Distribution Businesses and located at, or in transit within the Territory with a delivery point of,
the Acquired Real Property or on consignment at customer mine sites in the Territories pursuant
to an Assumed Contract (in each case excluding any inventory listed or described on Schedule
1.1(b)), or as otherwise listed or described on Schedule 1.1(a), but excluding any such
inventories that are sold or otherwise disposed of in the ordinary course of business prior to the
Initial Closing or the Canada Closing (as applicable pursuant to Section 2.1) or that are
associated with Retained WIP (collectively, the “Acquired Inventories”);
(ii) the Acquired Equipment;
(iii) the Assumed Contracts;
(iv) the real property leased by Seller or the applicable Seller Party
with respect to the Local Distribution Businesses (collectively, the “Acquired Leased Real
Property”) and the leases to which such real property are subject (collectively, the “Assumed
Real Property Leases”), in each case to the extent set forth on Schedule 1.1(a);
(v) the real property owned by Seller or the applicable Seller Party
with respect to the Local Distribution Businesses to the extent set forth on Schedule 1.1(a)
(collectively, the “Acquired Owned Real Property” and, together with the Acquired Leased Real
Property, the “Acquired Real Property”);
(vi) the Other Assets;
(vii) the Acquired Other Current Assets; and
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