MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

Order, the aggregate amount of all reasonably allocable cost of labor and any documented outof-pocket
costs and expenses actually incurred by Buyer to perform the Non-Machine
Requirements for such Base Machine, but only to the extent reasonably substantiated by Buyer
and validated by Seller, and excluding any costs to the extent that the negligence, improper
execution, misleading conduct or other like act or omission of Buyer and its Affiliates and
Representatives contributed to or resulted in such costs exceeding the Customer Non-Machine
Requirements Charge for such Base Machine. For the avoidance of doubt, the Buyer Non-
Machine Requirements Costs shall exclude the Buyer Base Machine Price for such Base
Machine.
“Buyer Parties” shall have the meaning set forth in the recitals.
“Canada Acquired Assets” shall have the meaning set forth in the Canada Purchase
Agreement.
“Canada Acquired Equipment” shall have the meaning set forth in the Canada Purchase
Agreement.
“Canada Acquired Inventories” shall have the meaning set forth in the Canada Purchase
Agreement.
“Canada Acquired Leased Real Property” shall have the meaning set forth in the Canada
Purchase Agreement.
“Canada Acquired Other Current Assets” shall have the meaning set forth in the Canada
Purchase Agreement.
“Canada Acquired Owned Real Property” shall have the meaning set forth in the Canada
Purchase Agreement.
“Canada Acquired Real Property” shall have the meaning set forth in the Canada
Purchase Agreement.
“Canada Acquired WIP” shall have the meaning set forth in the Canada Purchase
Agreement.
“Canada Apportioned Obligations” shall have the meaning set forth in Section 5.1(b).
“Canada Assumed Contracts” shall have the meaning set forth in the Canada Purchase
Agreement.
“Canada Assumed Liabilities” shall have the meaning set forth in the Canada Purchase
Agreement.
“Canada Assumed Real Property Leases” shall have the meaning set forth in the Canada
Purchase Agreement.
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