MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

Initial Closing Net Working Capital set forth in the Initial Closing Statement as adjusted
pursuant to the mutual agreement of Buyer and Seller or, if any dispute is referred to the
Accounting Firm, the final decision of the Accounting Firm with respect to any disputed items.
“Fundamental Representations” shall have the meaning set forth in Section 9.7.
“Governmental Authority” shall mean any domestic or foreign national, provincial, state,
multi-state or municipal or other local government or any subdivision, agency, commission or
authority, or regulatory or administrative agency thereof, or any self-regulating organization
having adjudication powers, or any court of record.
“ICS Agreement” shall have the meaning set forth in Section 6.7.
“Indemnified Party” shall have the meaning set forth in Section 9.4.
“Indemnifying Party” shall have the meaning set forth in Section 9.4.
“Initial Closing” shall have the meaning set forth in Section 2.1(a).
“Initial Closing Acquired Assets” shall mean all of the Acquired Assets other than the
Canada Acquired Assets.
“Initial Closing Acquired Inventories” shall mean all of the Acquired Inventories other
than the Canada Acquired Inventories.
“Initial Closing Acquired Other Current Assets” shall mean all of the Acquired Other
Current Assets other than the Canada Acquired Other Current Assets.
“Initial Closing Acquired Real Property” shall mean all of the Acquired Real Property
other than the Canada Acquired Real Property.
“Initial Closing Acquired WIP” shall mean major rebuild work-in process inventories and
other work-in-process inventories specifically listed or described on Schedule 1.1(a), in each
case, as conclusively set forth by Seller on the WIP Schedule delivered pursuant to Section
2.2(b)(vi).
5.1(a).
“Initial Closing Apportioned Obligations” shall have the meaning set forth in Section
“Initial Closing Assumed Contracts” shall mean all of the Assumed Contracts other than
the Canada Assumed Contracts.
“Initial Closing Assumed Liabilities” shall mean all of the Assumed Liabilities other than
the Canada Assumed Liabilities.
“Initial Closing Bonus Entitlements” shall mean all entitlements to bonus payments of
Initial Closing Employees, excluding the Initial Closing Employee Retention Bonus
Entitlements.
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