MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

limiting the generality of the foregoing, the other assets, properties and rights listed or described
on Schedule 1.1(b). For the avoidance of doubt, neither Seller nor the Seller Parties shall sell,
assign, transfer or convey, and Buyer and the Buyer Parties shall not purchase or take assignment
of, the Canada Acquired Assets until the Canada Closing.
1.2 Consideration.
(a) Purchase Price and Closing Payment. The aggregate consideration for the
Acquired Assets is $465,000,000 (the “Base Purchase Price”). The Base Purchase Price shall be
payable as follows: (i) at the Initial Closing, Buyer shall pay to Seller and the Seller Parties (as
applicable) in accordance with Section 2.2(a)(i) hereof an amount equal to $306,000,000 (the
“Base Initial Closing Purchase Price”, and, as adjusted pursuant to Section 1.2(b), the “Initial
Closing Purchase Price”); and (ii) at the Canada Closing in accordance with the Canada Purchase
Agreement (and without duplication of the payment described in Section 1.2 thereof), Buyer
shall pay to Seller and the Seller Parties (as applicable) an amount equal to $159,000,000 (the
“Base Canada Purchase Price”, and, as adjusted pursuant to the Canada Purchase Agreement, the
“Canada Purchase Price”).
(b) Initial Closing Inventory Count; Purchase Price Adjustment.
(i) Buyer and Seller shall cooperate to conduct a physical count of the
Initial Closing Acquired Inventory (the “Initial Closing Inventory Count”). The Initial Closing
Inventory Count shall be conducted in accordance with the Accounting Principles.
(ii) Within forty-five (45) days after the Initial Closing Date, Seller
shall prepare and deliver to Buyer an unaudited statement (the “Initial Closing Statement”) of
(w) the Initial Closing Net Working Capital, which shall be prepared in accordance with the
Accounting Principles and, in the case of the Initial Closing Acquired Inventories, shall be based
upon the Initial Closing Inventory Count, (x) the amount of the accrued but unused Initial
Closing Employee Entitlements as of the Initial Closing as determined in accordance with the
Accounting Principles (the “Accrued Initial Closing Employee Entitlements”), (y) the amount of
the accrued but unpaid Initial Closing Bonus Entitlements as of the Initial Closing as determined
in accordance with the Accounting Principles (the “Accrued Initial Closing Bonus Entitlements”)
and (z) (1) the aggregate amount of the Initial Closing Severance Amounts as of the Initial
Closing as determined in accordance with the Accounting Principles, less (2) the Chilean
Employee Loan Amount (such difference, the “Initial Closing Severance Entitlements”). Seller
shall make available to Buyer on delivery of the Initial Closing Statement copies of the work
papers and back-up materials used by Seller in preparing the Initial Closing Statement and such
other documents, in each case as Buyer may have reasonably requested in connection with its
review thereof (collectively, the “Initial Closing Supplementary Material”). Seller will
subsequently make available promptly on Buyer’s request such additional documents or
information reasonably related to the preparation of the Initial Closing Statement and/or the
calculation of the Initial Closing Net Working Capital, in each case, as Buyer may reasonably
request in connection with its review thereof.
(iii) Within forty-five (45) days after Buyer’s receipt of the Initial
Closing Statement and all Initial Closing Supplementary Material, Buyer shall have the right to
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