MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

(viii) the Transferred Licenses.
For the avoidance of doubt, the term “Acquired Assets” shall include the Canada Acquired
Assets, and the categories of Acquired Assets set forth in the foregoing clauses (i) through (vii)
shall include, respectively, the Canada Acquired Inventories, the Canada Acquired Equipment,
the Canada Assumed Contracts, the Canada Acquired Leased Real Property and Canada
Assumed Real Property Leases, the Canada Acquired Owned Real Property and Canada
Acquired Real Property, the Canada Other Assets and the Canada Acquired Other Current
Assets.
“Acquired Equipment” shall mean all items of machinery, equipment, tools, materials
and other items of tangible personal property owned by Seller or the applicable Seller Party and
used or held for use in the Local Distribution Businesses and located at the Acquired Real
Property, or as otherwise listed or described on Schedule 1.1(a), but excluding in each case any
inventories or Excluded Equipment.
“Acquired Inventories” shall have the meaning set forth in the definition of Acquired
Assets.
“Acquired Leased Real Property” shall have the meaning set forth in the definition of
Acquired Assets.
“Acquired Other Current Assets” shall mean lease deposits, prepaid rent and other
prepaid expenses and other current assets of Seller or the Seller Parties, in each case that relate
exclusively to the Local Distribution Businesses, the Acquired Real Property or another
Acquired Asset as listed or described on Schedule 1.1(a).
“Acquired Owned Real Property” shall have the meaning set forth in the definition of
Acquired Assets.
“Acquired Real Property” shall have the meaning set forth in the definition of Acquired
Assets.
“Acquired WIP” shall mean, collectively, the Initial Closing Acquired WIP and the
Canada Acquired WIP.
“Affiliate” shall mean, when used with reference to a Party to this Agreement, such
Party’s direct or indirect owners, managers, partners, directors, officers, employees,
representatives and agents and any entity directly or indirectly controlling or controlled by or
under common control with such Party. For purposes of this definition, the term “control”
means the possession, direct or indirect, of the power to direct or cause the direction of the
management and policies of an entity, whether through ownership of voting securities or
otherwise.
“Agreement” shall have the meaning set forth in the preamble.
“Allocation Schedule” shall have the meaning set forth in Section 1.4.
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