MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

“Assumed Liabilities” shall have the meaning set forth in Section 1.3(a).
“Assumed Real Property Leases” shall have the meaning set forth in the definition of
Acquired Assets.
“Base Canada Purchase Price” shall have the meaning set forth in Section 1.2(a).
“Base Initial Closing Purchase Price” shall have the meaning set forth in Section 1.2(a).
“Base Machine” shall mean the base machine and all attachments as stated in a
Transferred Prime Product Order.
“Base Purchase Price” shall have the meaning set forth in Section 1.2(a).
“Bucyrus Entities” shall mean Seller, its direct and indirect subsidiaries and, without
limitation of the foregoing, the Affiliates of Seller listed on Schedule A.
“Bucyrus Guaranties” shall have the meaning set forth in Section 6.10.
“Bucyrus Supplied Product” shall have the meaning set forth in Section 6.9(a).
“Bucyrus Warranty” shall mean, with respect to any prime product, part or service sold
by any Bucyrus Entity or any dealer of the Bucyrus Entities, (i) the standard written warranty of
a Bucyrus Entity issued with respect to such prime product, part or service as set forth on
Schedule 6.8 (or any corresponding prior warranty offered by the Bucyrus Entities) and (ii) any
extended or additional warranty (including any performance or mechanical availability
guarantee) contained in any Assumed Contract applicable to such prime product, part or service
(but, with respect to any such performance or mechanical availability guarantee, only to the
extent that Buyer establishes that the actions or omissions of Buyer and its Affiliates and
Representatives from and after the Initial Closing or the Canada Closing (as applicable) does not
contribute to or result in a failure of such product, part or service to meet the requirements of
such performance or mechanical availability guarantee).
“Business Day” shall mean any day other than Saturday or Sunday, or any other day on
which banks in New York, New York are permitted or required to be closed.
“Buyer” shall have the meaning set forth in the preamble.
“Buyer Base Machine Price” shall mean, with respect to a Base Machine sold by Buyer,
or an Affiliate of Buyer, to a customer pursuant to a Transferred Prime Product Order, the price
Buyer, or an Affiliate of Buyer, is required to pay to Seller, or an Affiliate of Seller, for such
Base Machine delivered pursuant to such Transferred Prime Product Order as stated on Schedule
6.18.
“Buyer Indemnified Party” shall have the meaning set forth in Section 9.1.
“Buyer Non-Machine Requirements Costs” shall mean, with respect to a Base Machine
sold by Buyer, or an Affiliate of Buyer, to a customer pursuant to a Transferred Prime Product
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