MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

immediately prior to the Effective Date, including, in the case of Information Systems Services,
the outsourcing of any Services that Seller or Seller Parties previously outsourced.
(b) Notwithstanding anything to the contrary contained herein, including Sections
1.01, 1.02 and 1.03, Buyer shall not be obligated to provide any Service if the provision of such
Service would violate any Legal Requirement or any agreement or license to which a Buyer or
Buyer Party is subject.
(c) Buyer may, from time to time, reasonably supplement, modify, substitute or
otherwise alter the Services to be provided hereunder, in a manner that does not materially
decrease the quality or availability of such Services below the standard set forth in Section
1.02(a). Buyer shall use good faith endeavors to notify Seller of the nature of the supplement,
modification, substitution or alteration to the Services, pursuant to Buyer’s normal change
notification procedures in the ordinary course of business.
(d) Buyer shall have the right to use subcontractors to provide, or assist Buyer and its
affiliates in the provision of, the Services.
(e) The provision of Information Systems Services hereunder shall be subject in all
cases to the availability of third party providers of such Information Systems Services and the
willingness of such third party providers to permit such Information Systems Services to be
made available to Seller.
(f) Seller may obtain services from any other entity, in order to enable such services
to operate in parallel to the Services provided by Buyer, provided that Seller complies with its
confidentiality and other obligations under this Agreement and Seller will be fully responsible
for any disruption or other adverse impact that may result from or in connection with such other
services or operation in parallel.
(g) In providing the Services, Buyer will use reasonable endeavors to act in
accordance with the reasonable directions of Seller, provided that such directions are not
inconsistent with the terms of this Agreement or any Legal Requirement and provided further
that Seller will be fully responsible for any disruption or other adverse impact or other
consequences that may result from or in connection with such Seller directions. Buyer will
perform the Services in the manner required by this Agreement.
1.03 Use of Services. Seller shall not resell any of the Services to any Person
whatsoever.
1.04 Relationship of Parties.
(a) Buyer shall act under this Agreement solely as an independent contractor and not
as an agent, partner, employee or joint venturer of Seller. Employees and agents of a Buyer or
Buyer Party rendering Services to Seller pursuant to this Agreement (collectively, the
“Transition Employees”) shall not be deemed employees or agents of Seller.
(b) As between the Parties, Buyer shall retain the exclusive right of control with
respect to the Transition Employees, and Buyer shall be solely responsible for human resources
C1-3
Exhibit C-1
Form of Initial Closing Transfer Documents