MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

“Chilean Employee Loan Amount” shall mean the aggregate amount of all amounts
outstanding pursuant to all “soft loans” made pursuant to any collective bargaining agreement
and all other loans, in each case, made by or on behalf of Chile Seller to any Initial Closing
Employee, as of the Initial Closing Date.
“Commissioner” shall mean the Commissioner of Competition appointed under the
Competition Act and includes a person duly authorized to exercise the powers and to perform the
duties of the Commissioner of Competition.
“Competition Act” shall mean the Competition Act (Canada) (as amended).
“Consent” shall mean any approval, consent, ratification, waiver, notice or other
authorization.
“Consignment Agreement” shall have the meaning set forth in Section 2.2(a)(iv).
“Contamination” shall mean the presence in the Environment of any substance in, on,
under or emanating from an Acquired Real Property (including any buildings, structures, or
facilities thereon) at a concentration above that at which the substance naturally occurs in, on or
under the land, in the air or in groundwater (respectively) in the same locality, being a presence
that constitutes a breach of the applicable standards under Environmental Law or at a level that
requires clean up or remediation under any Assumed Real Property Leases.
“Customer Non-Machine Requirements Charge” 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 customer price for Non-Machine Requirements under a Transferred Prime
Product Order as stated on Schedule 6.18.
“Customer Site” shall have the meaning set forth in Section 9.3(f).
“De Minimis Thresholds” shall have the meaning set forth in Section 9.3(b).
“Dealer/Bucyrus Order” shall have the meaning set forth in Section 6.9(b).
“Disclosure Schedule” shall have the meaning set forth in Section 3.
“Employees” shall mean, collectively, the Initial Closing Employees and the Canada
Employees.
“Environment” shall mean soil, fill material, land surface or subsurface strata, surface
waters (including navigable waters and ocean waters), groundwaters, water in water
pipes/conduits, water in drain pipes, drinking water supply, stream sediments, air (including the
air within buildings and the air within other natural or man-made structures whether above or
below ground), ambient air, soil vapor, plant and animal life and any other environmental
medium or natural resource.
“Environmental Law” shall mean any applicable Legal Requirements in effect as of or
prior to the Initial Closing Date (with respect to the Initial Closing Business) or the Canada
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