MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

“Initial Closing Business” shall mean the mining equipment sales (including promotion
and marketing activities), distribution, and aftermarket sales, service and support business
conducted by the Bucyrus Entities in the Initial Closing Territories, which includes such business
related to, but not limited to, the Products and replacement parts therefor. For the avoidance of
doubt, the term “Initial Closing Business” shall not include the original product and part
manufacturing business conducted by the Bucyrus Entities in the Initial Closing Territories.
“Initial Closing Date” shall have the meaning set forth in Section 2.1(a).
“Initial Closing Employee Entitlements” shall mean all entitlements to annual vacation
leave of Initial Closing Employees.
“Initial Closing Employee Retention Bonus Entitlements” shall mean the retention
bonuses amounts due to select Initial Closing Employees pursuant to the terms and conditions of
individual retention bonus agreement letters set forth on Schedule 1.1(a).
“Initial Closing Employees” shall mean, collectively, (i) the employees of the Bucyrus
Entities specified on Schedule 6.6(a) and (ii) any Person who becomes an employee of the
Bucyrus Entities between the date hereof and the Initial Closing Date and (x) is employed
exclusively in connection with the Local Distribution Businesses, (y) is hired for the purpose of
replacing any of the employees specified on Schedule 6.6(a) in connection with the Local
Distribution Businesses, or (z) is otherwise designated as an “employee” by the mutual
agreement of Buyer and Seller, and in each case of clauses (i) and (ii), who remains so employed
at the Initial Closing.
“Initial Closing Inventory Count” shall have the meaning set forth in Section 1.2(b)(i).
“Initial Closing Net Working Capital” shall mean the aggregate value of the Initial
Closing Acquired Inventories and the Initial Closing Acquired Other Current Assets, in each case
calculated as of the Initial Closing in accordance with the Accounting Principles. For the
avoidance of doubt, all Excluded Assets and Retained Liabilities shall be disregarded for
purposes of the calculation of the Initial Closing Net Working Capital.
“Initial Closing Other Assets” shall mean all of the Other Assets other than the Canada
Other Assets.
5.1(a).
5.1(a).
“Initial Closing Outside Date” shall have the meaning set forth in Section 2.3(d).
“Initial Closing Post-Closing Tax Period” shall have the meaning set forth in Section
“Initial Closing Pre-Closing Tax Period” shall have the meaning set forth in Section
“Initial Closing Purchase Price” shall have the meaning set forth in Section 1.2(a).
“Initial Closing Severance Amounts” shall mean, with respect to each Initial Closing
Employee, the aggregate amount of all severance and termination pay to which such Initial
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