MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

“Antitrust Laws” shall mean any competition, merger control and antitrust law of any
applicable supranational, national, federal, state, provincial or local authority designed or
intended to prohibit, restrict or regulate monopolizing trade or competition, to the extent
applicable to the transactions contemplated by this Agreement or the Canada Purchase
Agreement.
“Applicable Warranty Items” shall mean any prime product, part or service sold by the
Bucyrus Entities or their dealers in (i) the Initial Closing Territories prior to the Initial Closing or
(ii) the Canada Territories prior to the Canada Closing, but in each case only if such prime
product, part or service is covered by a Bucyrus Warranty.
“Assumed Contracts” shall mean the following agreements, contracts (including purchase
or sales orders), obligations and undertakings of Seller or the applicable Seller Party:
(i) all agreements, contracts, obligations, purchase orders or
undertakings for the provision of goods or services to Seller or such applicable Seller Party
relating exclusively to the Acquired Real Property or the Local Distribution Businesses and
having annual payments of less than $500,000 and entered into in the ordinary course of
business;
(ii) all agreements, contracts, obligations, purchase orders or
undertakings relating exclusively to the Acquired Real Property (including for the provision of
utilities);
(iii) all leases or other agreements, contracts, obligations, purchase
orders or undertakings relating to equipment or other personal property exclusively used in or
held for use in the Local Distribution Businesses;
(iv) all agreements, contracts, obligations, customer orders or
undertakings for the sale of products, parts or services to any customer of Seller or such
applicable Seller Party and relating exclusively to the Local Distribution Businesses, including
any such agreement, contract, obligation or undertaking that relates to products, parts or services
that were sold prior to the Initial Closing or the Canada Closing (as applicable pursuant to
Section 2.1);
(v) the Transferred Prime Product Orders;
(vi) the Assumed Real Property Leases; and
(vii) without limiting the generality of the foregoing clauses (i) through
(vi), the agreements, contracts, obligations, purchase or customer orders and undertakings listed
or described on Schedule 1.1(a);
in each case of the foregoing clauses (i) through (vii) excluding any Excluded Contract but
including the Canada Assumed Contracts.
“Assumed Contract Update Notice” shall have the meaning set forth in Section 6.12(d).
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