MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

Closing Date (with respect to the Canada Business) which (i) regulate or relate to the protection
of, or the prevention of the pollution of, the Environment or the use, storage, treatment,
generation, transportation, processing, handling, release, production, distribution, remedial
action, cleanup, purchase, sale or disposal of hazardous materials but does not include laws
relating to occupational health and safety or (ii) impose Liability or responsibility with respect to
any of the foregoing.
“Environmental Liability” shall mean any Liability for the use, handling, storage,
treatment, or disposal of any hazardous materials by the Local Distribution Businesses or the
investigation, cleanup, or remediation of hazardous materials or the Environment or otherwise
arising under or with respect to any Environmental Laws or under any permits or licenses issued
or required thereunder.
“Environmental Tests” shall have the meaning set forth in Section 9.3(f)(i).
“Excluded Accounts Receivable” shall mean all accounts receivable, trade receivables,
notes or other receivables of Seller or any of its Affiliates, including all accounts receivable,
trade receivables, notes and other receivables arising out of the Retained Orders and Retained
WIP and such other accounts receivable, trade receivables, notes and other receivables described
or listed on Schedule 1.1(b).
“Excluded Amounts” shall have the meaning set forth in Section 5.2.
“Excluded Assets” shall have the meaning set forth in Section 1.1.
“Excluded Contract” shall mean any agreement, contract, obligation or other undertaking
of Seller or the applicable Seller Party other than the Assumed Contracts, including the Retained
Orders and such other agreements, contracts, obligations and other undertakings described or
listed on Schedule 1.1(b).
“Excluded Equipment” shall mean any machinery, equipment, tools, materials and other
items of tangible property of Seller or the applicable Seller Party other than the Acquired
Equipment, including such machinery, equipment, tools, materials and other tangible property
described or listed on Schedule 1.1(b).
“Excluded Inventory” shall mean any raw materials, work-in-process or finished goods
inventories of Seller or any of its Affiliates other than the Acquired Inventories, including such
inventory described or listed on Schedule 1.1(b).
“Excluded Other Current Assets” shall mean any lease deposits, prepaid rent and other
prepaid expenses, prepaid insurance and other current assets of Seller or the Seller Parties other
than the Acquired Other Current Assets, including those listed or described on Schedule 1.1(b).
“Final Initial Closing Net Working Capital” shall mean (i) the Initial Closing Net
Working Capital as set forth in the Initial Closing Statement as delivered by Seller to Buyer in
the event that no objection to the Initial Closing Net Working Capital as set forth in the Initial
Closing Statement is delivered by Buyer to Seller during the 45-day period specified in Section
1.2(b)(iii), or (ii) if any such objection is delivered within such forty-five (45) day period, the
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