MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

military installation, equipment or personnel, (iii) financial, banking, or securities markets
(including any disruption thereof and any decline in the price of any security or any market
index), (iv) changes after the date hereof in any applicable accounting principles, (v) changes in
Legal Requirements issued by any Governmental Authority after the date hereof, or (vi) the
announcement or performance of this Agreement or the other agreements or transactions
contemplated hereby or thereby.
“Material Contracts” shall have the meaning set forth in Section 3.6(a).
“Midpoint Shortfall” shall have the meaning set forth in Section 1.2(b)(x).
“Midpoint Target Initial Closing Working Capital” shall mean $81,280,000.
“Non-Local Business Portion” shall have the meaning set forth in Section 6.13(a).
“Non-Local Business Shared Contracts” shall have the meaning set forth in Section
6.13(b).
“Non-Machine Requirements” shall mean, with respect to a Base Machine sold by Buyer,
or an Affiliate of Buyer, to a customer pursuant to a Transferred Prime Product Order, all
delivery, assembly, commissioning and similar items required by the Transferred Prime Product
Order, or other reasonably substantiated commitment made by Seller, or any Affiliate of Seller,
to the customer prior to Closing, for such Base Machine, but only to the extent validated by
Seller.
“Non-Machine Requirements Credit” shall mean, with respect to a Base Machine sold by
Buyer, or an Affiliate of Buyer, to a customer pursuant to a Transferred Prime Product Order, a
credit for new machine purchases by Buyer from Seller equal to the Validated Non-Machine
Claim Amount for such sold Base Machine, if any.
“Other Assets” shall mean the other assets used by the Seller Parties exclusively in the
Local Distribution Businesses (including all sales, marketing and promotion activities), including
the assets set forth on Schedule 1.1(a) but excluding the Intellectual Property.
“Party” or “Parties” shall have the meaning set forth in the recitals.
“Permitted Liens” shall mean (i) Liens for federal, provincial, state or local income,
franchise, sales, withholding, payroll, property or similar taxes (and assessments and other
governmental charges or levies) not yet due and payable or due but not delinquent, (ii)
mechanics’, builders’, workmen’s, repairmen’s, warehousemen’s, landlord’s, carriers’ or other
like Liens (including Liens created by operation of law) for amounts not delinquent or that are
being contested in appropriate proceedings, (iii) with respect to real property, Liens in respect of
easements, permits, licenses, right-of-way, restrictive covenants or encroachments or
irregularities in, and other similar exceptions to, title and any conditions with respect to real
property that would be shown by a current survey, title report or other public record, (iv) with
respect to real property, zoning, entitlement, building, planning, land use and environmental
restrictions or regulations and other Legal Requirements, (v) with respect to real property, such
other imperfections in title, easements, charges, restrictions and Liens which do not materially
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