MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

“Transferred Employees” shall mean, collectively, the Initial Closing Employees and the
Canada Transferred Employees.
“Transferred Licenses” shall mean the Licenses set forth on Schedule 1.1(a), to the extent
transferrable.
“Transferred Prime Product Order” shall mean a customer product order or other inprocess
customer order that is set forth on Schedule 6.18, as in effect as of the Initial Closing or
the Canada Closing (as applicable). For the avoidance of doubt, a Transferred Prime Product
Order shall not include any Retained Order or MARC or orders under any MARC.
“UK Acquired Assets” shall mean all of the Initial Closing Acquired Assets located in the
UK Territories or exclusively related to or exclusively used in the UK Business.
“UK Business” shall mean the mining equipment sales (including promotion and
marketing activities), distribution, and aftermarket sales, service and support business conducted
by the Bucyrus Entities in the UK Territories, which includes such business related to, but not
limited to, the Products and replacement parts therefor. For the avoidance of doubt, the term
“UK Business” shall not include the original product and part manufacturing business conducted
by the Bucyrus Entities in the UK Territories.
“UK Territories” shall mean those Initial Closing Territories marked with an asterisk on
Exhibit A-2 hereto.
“Unassigned Asset” shall have the meaning set forth in Section 1.5.
“Upper End Target Initial Closing Working Capital” shall mean an amount equal to
$83,312,000.
“Validated Non-Machine Claim Amount” 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, the amount, if any, by which the aggregate Buyer Non-Machine Requirements Costs for
such Base Machine exceed 110% of the Customer Non-Machine Requirements Charge for such
Base Machine.
“VAT” shall mean value added tax as provided for in VATA and any tax similar to that
tax imposed in addition to or in substitution for it at the rate(s) from time to time imposed.
“VATA” shall mean the UK Value Added Tax Act 1994.
“WIP Schedule” means a schedule listing the work-in-process (excluding any work-inprocess
that is part of the Excluded Inventory) for the Initial Closing Business and in respect of
the Initial Closing Acquired Assets and Initial Closing Assumed Liabilities in the form of Exhibit
F, which Seller shall complete as of the date that is three (3) days prior to the Initial Closing
Date.
“Zofri Consent” shall have the meaning set forth in Section 6.19(c).
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