MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

“Schedule Supplement” shall have the meaning set forth in Section 6.12(a).
“Scheduled Matters” shall mean any matter described on Schedule 1.3(b).
“Seller” shall have the meaning set forth in the preamble.
“Seller Indemnified Parties” shall have the meaning set forth in Section 9.2.
“Seller Parties” shall have the meaning set forth in the recitals.
“Shared Contracts” shall have the meaning set forth in Section 6.13(a).
“Straddle Invoice” shall have the meaning set forth in Section 1.6.
“Support Program” shall have the meaning set forth in Section 6.9(a).
“Tax Return” shall mean any return, declaration, report, claim for refund or information
return, certificate, schedule, election or statement relating to taxes, including any schedule,
supplement or attachment thereto, and including any amendment thereof.
“Taxes” shall mean, unless otherwise specified: (i) any federal, national, provincial, state
or local taxes imposed by or payable to any Governmental Authority, including any income,
gross receipts, license, payroll, employment, excise, severance, stamp, business, occupation,
premium, windfall profits, environmental, capital stock, customs duties, franchise, profits,
withholding, social security (or similar), unemployment, disability, real property, personal
property, sales, use, service, service use, lease, lease use, transfer, registration, value added tax,
goods and services, harmonized sales or similar tax, any alternative or add-on minimum tax, any
estimated tax, and all employment insurance, health insurance and Canada, Quebec and other
government pension plan premiums or contributions, or other tax of any kind, and any levy,
impost, duty, assessment, or withholding tax, in each case, including any interest, penalty, or
addition thereto, whether disputed or not, including those levied in Chile under the regulations of
Decree Law No. 824 of 1974, Decree Law No. 825 of 1974, Decree Law, No. 3,475 of 1980,
Law No. 17,235 and Decree Law No. 3,063 of 1979; and (ii) any Liability for the payment of
any amount of a type described in clause (i) arising as a result of being or having been a member
of any consolidated, combined, unitary or other group or being or having been included or
required to be included in any Tax Return related thereto.
“Territories” shall mean, collectively, the Canada Territories and the Initial Closing
Territories.
“Third Party Claim” shall have the meaning set forth in Section 9.4.
“Transfer Documents” shall mean, collectively, the Initial Closing Transfer Documents
and the Canada Transfer Documents.
“Transfer Taxes” shall have the meaning set forth in Section 5.2.
- 66 -