MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

Closing Employee would have been entitled to be paid by Seller or the applicable Seller Party
had such Initial Closing Employee’s employment contract not been maintained and continued
with Buyer or the applicable Buyer Party on the Initial Closing Date.
“Initial Closing Severance Entitlements” shall have the meaning set forth in Section
1.2(b)(ii).
“Initial Closing Shared Contracts” shall have the meaning set forth in Section 6.13(b).
“Initial Closing Statement” shall have the meaning set forth in Section 1.2(b)(ii).
“Initial Closing Supplementary Material” shall have the meaning set forth in Section
1.2(b)(ii).
“Initial Closing Territories” shall mean the territories set forth on Exhibit A-2 hereto.
“Initial Closing Transfer Documents” have the meaning set forth in Section 2.2(a)(ii).
“Initial Closing TSAs” shall have the meaning set forth in Section 2.2(a)(iii).
“Intellectual Property” shall mean all (i) inventions (whether patentable or unpatentable
and whether or not reduced to practice), improvements thereto, and patents, patent applications,
and patent disclosures, together with reissuances, revisions, extensions, and reexaminations
thereof, (ii) trademarks, service marks, trade dress, logos, trade names, and applications,
registrations, and renewals in connection therewith, (iii) the names “Caterpillar” and “Bucyrus”
and any business name, trade name, service name, or brand name, and any domain name that
includes such names and any and all other derivatives thereof, (iv) copyrights and applications,
registrations, and renewals in connection therewith and (v) trade secrets, know how and similar
confidential proprietary information.
“Iquique Property” shall have the meaning set forth in Section 6.19(c).
“Knowledge of Seller” or “Seller’s Knowledge” or similar phrases shall mean the actual
knowledge of Larry Gregory, Philip Kelliher, James Nickolas, John Oliver, Michael Reinsma,
Michael Rochford and Mark Stoddard.
“Legal Requirement” shall mean any federal, provincial, territorial, state, local,
municipal, foreign, international, multinational or other administrative order, constitution, law
(whether civil or criminal), ordinance, principle of common law, code, regulation, rule, statute,
statutory guidance, technical guidance, treaty, resolution, order, decision or directive.
“Liability” shall mean, with respect to any Person, any liability, expense, fee, penalty,
fine, damage, claim or obligation of such Person of any kind, character or description, whether
known or unknown, asserted or unasserted, absolute or contingent, matured or unmatured,
accrued or unaccrued, liquidated or unliquidated, secured or unsecured, joint or several, or due or
to become due.
“Licenses” shall have the meaning set forth in Section 3.4.
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