MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

“Lien” shall mean any charge, claim, condition, equitable interest, lien, option, pledge,
security interest, mortgage, right of way, easement, encroachment, encumbrance, servitude, right
of first option, right of first refusal or similar restriction, including any restriction on use, voting
(in the case of any security or equity interest), transfer, receipt of income or exercise of any other
attribute of ownership.
“Local Business Portion” shall have the meaning set forth in Section 6.13(a).
“Local Distribution Businesses” shall mean, collectively, the Initial Closing Business and
the Canada Business.
“Losses” shall have the meaning set forth in Section 9.1.
“Lower End Target Initial Closing Working Capital” shall mean an amount equal to
$79,248,000.
“Mandatory Antitrust Approvals” shall mean a decision, in whatever form (including a
declaration of lack of jurisdiction or a mere filing or notification, if the Initial Closing or the
Canada Closing (as applicable) can take place, pursuant to the applicable Antitrust Laws, without
a decision or the expiry of any waiting period) by any Governmental Authority under the
Antitrust Laws of any of the jurisdictions listed in Exhibit Z (the “Relevant Antitrust
Jurisdictions”) or the expiry of the applicable waiting period, as applicable, under the Antitrust
Laws of the Relevant Antitrust Jurisdictions, authorizing or not objecting to the transactions
contemplated by this Agreement or the Canada Purchase Agreement, which includes any
decision or consent by any such Governmental Authority setting forth conditions or obligations
on Buyer or any of its Affiliates.
“Mandatory Canadian Antitrust Approval” shall mean either of the following:
(i) the issuance of an advance ruling certificate by the Commissioner
under section 102(1) of the Competition Act; or
(ii) the applicable waiting period under subsection 123(1) of the
Competition Act shall have expired or shall have been terminated early under subsection 123(2)
of the Competition Act, or the obligation to submit a notification under Part IX of the
Competition Act shall have been waived pursuant to paragraph 113(c) of the Competition Act.
“MARC” shall mean the service contracts, obligations, undertakings or arrangements
relating to the maintenance and repair of prime products in the Territories as listed on Schedule
6.7(a).
“Material Adverse Effect” shall mean any change, development or event that has a
material adverse effect upon the Acquired Assets and the Local Distribution Businesses (taken as
a whole), except for any adverse effect to the extent resulting from (i) general business or
economic conditions affecting the mining industry in the Territories, (ii) the engagement by any
Governmental Authority in hostilities or the escalation thereof, whether or not pursuant to the
declaration of a national emergency or war, or the occurrence or the escalation of any military or
terrorist attack, or any territories, possessions, or diplomatic or consular offices or upon any
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