MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

detract from, materially diminish the value of or materially interfere with the present use of the
affected property, (vi) Liens that may be released at or prior to the Initial Closing (with respect to
the Initial Closing Acquired Assets) or the Canada Closing (with respect to the Canada Acquired
Assets) without further action from any third party and are so released at or prior to the Initial
Closing or the Canada Closing (as applicable) and (vii) Liens consented to by Buyer or any
Buyer Party.
“Person” shall mean an individual, partnership, corporation, business trust, limited
liability company, limited liability partnership, joint stock company, trust, unincorporated
association, joint venture or other entity or a Governmental Authority.
“Products” shall mean the products listed on Schedule B.
“Protected Leave” shall mean any leave from work that is job-protected by a Legal
Requirements.
“Purchase Price” shall mean the Initial Closing Purchase Price plus the Canada Purchase
Price, each as adjusted pursuant to Section 9.8.
“Refurbished Item” shall have the meaning set forth in Section 6.17.
“Reimbursable Warranty Costs” shall mean, with respect to each Applicable Warranty
Item, the costs and expenses that are reimbursable by Seller or a Seller Party in connection with
work or repairs performed, replacement products or parts provided or service rendered by Buyer
or a Buyer Party under an applicable Bucyrus Warranty, in each case as determined in
accordance with the principles set forth on Schedule 6.8 applicable to such Applicable Warranty
Item.
“Relevant Antitrust Jurisdictions” shall have the meaning set forth in the definition of
“Mandatory Antitrust Approvals.”
“Representatives” shall have the meaning set forth in Section 6.4(a).
“Retained Liabilities” shall have the meaning set forth in Section 1.3(b).
“Retained Orders” shall have the meaning set forth in Section 6.18(f).
“Retained Payables” shall have the meaning set forth in Section 1.6.
“Retained WIP” shall mean all work-in-process inventories of Seller and its Affiliates
other than Acquired WIP.
“Retained WIP and Retained Orders TSAs” shall have the meaning set forth in Section
6.19(b).
[Redacted reference to confidential customer contract]
.
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