MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

ANNEX B TO EXHIBIT B
FORM OF INITIAL CLOSING ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made
as of [●], 2012, by and among Caterpillar Global Mining LLC (f/k/a Bucyrus International, Inc.),
a Delaware limited liability company (“Seller”), [[●], [●] and [●]] (each, a “Seller Party” and
collectively, the “Seller Parties”), Finning International Inc., a corporation organized under the
federal laws of Canada (“Buyer”), and [[●], [●] and [●]] (each, a “Buyer Party” and collectively,
the “Buyer Parties”). Capitalized terms used but not otherwise defined herein shall have the
meanings given to such terms in the Purchase Agreement (as defined below).
WHEREAS, Seller and Buyer are parties to that certain Master Asset Purchase
Agreement, dated as of [●], 2012 (as the same may be amended from time to time in accordance
with its terms, the “Purchase Agreement”), pursuant to which, and subject to the terms and
conditions set forth therein, Seller has agreed to assign, or cause the applicable Seller Party to
assign, to Buyer or the applicable Buyer Party all right, title and interest of Seller or such Seller
Party in and to each of the Assumed Contracts, and Buyer has agreed to take, or cause the
applicable Buyer Party to agree to take, assignment from Seller or the applicable Seller Party of
all of Seller’s or such Seller Party’s right, title and interest in and to the Assumed Contracts, as
applicable; and
WHEREAS, pursuant to the Purchase Agreement, Buyer has agreed to, or cause the
applicable Buyer Party to, assume, perform and discharge when due all of the Initial Closing
Assumed Liabilities (other than the Initial Closing Assumed Contract Liabilities) and all of the
Initial Closing Assumed Liabilities with respect to Initial Closing Assumed Contracts (the
“Initial Closing Assumed Contract Liabilities”) that are being assigned to Buyer hereunder.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements set forth herein, Seller, the Seller Parties, Buyer and the Buyer Parties hereby agree
as follows:
1. Assignment of Initial Closing Assumed Contracts. On the terms and subject to
the conditions of the Purchase Agreement, Seller and each of the Seller Parties hereby assigns
and transfers to Buyer or the applicable Buyer Party and Buyer or the applicable Buyer Party
hereby takes assignment from Seller or the applicable Seller Party of, all right, title and interest
of Seller and the Seller Parties, as applicable, in and to the Initial Closing Assumed Contracts
described on Appendix A. Notwithstanding the foregoing, neither Seller nor any Seller Party
shall be deemed to assign or transfer hereunder any Initial Closing Assumed Contract or any
claim, right, benefit or obligation thereunder if an assignment or transfer thereof, without the
Consent of a third-party thereto, would constitute a breach or violation thereof or impose a
Liability on Seller, the Seller Parties, Buyer or the Buyer Parties unless and until such a Consent
has been obtained.
2. Assumption of Initial Closing Assumed Liabilities. On the terms and subject to
the conditions of the Purchase Agreement, Buyer and the Buyer Parties hereby assume, and
agree to pay, perform and discharge when due, all of the Initial Closing Assumed Liabilities
B1-6
Exhibit B
Form of Initial Closing Transfer Documents