MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

deliver to Seller a written statement specifying any objections to the Initial Closing Statement. If
Buyer does not deliver any such statement within such 45-day period, the Initial Closing
Statement shall become final and binding upon all Parties and judgment may be obtained and
entered thereon. If Buyer does deliver such statement within such 45-day period containing any
objections to the Initial Closing Net Working Capital, the Accrued Initial Closing Employee
Entitlements, the Accrued Initial Closing Bonus Entitlements or the Initial Closing Severance
Entitlements as set forth in the Initial Closing Statement, then (x) whichever of the Initial
Closing Net Working Capital, the Accrued Initial Closing Employee Entitlements, the Accrued
Initial Closing Bonus Entitlements or the Initial Closing Severance Entitlements as set forth in
the Initial Closing Statement as to which Buyer shall not have stated any objection (if any) shall
become final and binding upon all Parties and judgment may be obtained and entered thereon
and (y) with respect to any of the Initial Closing Net Working Capital, the Accrued Initial
Closing Employee Entitlements, the Accrued Initial Closing Bonus Entitlements or the Initial
Closing Severance Entitlements as set forth in the Initial Closing Statement as to which Buyer
shall have stated any objection, if the Parties cannot resolve such objections within thirty (30)
days after Seller’s receipt thereof (or such longer period as Buyer and Seller agree in writing), at
the request of either Seller or Buyer, any remaining disputes shall be resolved by Ernst & Young
LLP or another internationally recognized independent accounting firm mutually agreed upon by
Seller and Buyer (the “Accounting Firm”). The Accounting Firm shall be instructed to resolve
such disputes within thirty (30) days after its appointment and shall resolve such disputes in
accordance with the Accounting Principles and based solely on the presentations of Buyer and
Seller as to the calculation of the disputed items and by selecting an amount for each disputed
item that is not greater than the highest, or less than the lowest, amount applicable to such
disputed item based on such presentations. The resolution of such disputes by the Accounting
Firm shall be set forth in writing and shall be final and binding upon all Parties, and the
applicable portion of the Initial Closing Statement, as modified by such resolution, shall become
final and binding upon the date of such resolution and judgment may be obtained and entered
thereon. The fees and expenses of the Accounting Firm shall be paid fifty percent (50%) by
Seller and fifty percent (50%) by Buyer.
(iv) Payment of Initial Closing Net Working Capital Adjustment
Amount. If the Final Initial Closing Net Working Capital is greater than the Upper End Target
Initial Closing Working Capital, the Base Initial Closing Purchase Price shall be increased by the
amount by which the Final Initial Closing Net Working Capital exceeds the Upper End Target
Initial Closing Working Capital, and Buyer shall wire the amount of such difference between the
Final Initial Closing Net Working Capital and the Upper End Target Initial Closing Working
Capital to an account designated in writing by Seller in immediately available funds within two
(2) Business Days after the date that the Final Initial Closing Net Working Capital is determined.
If the Final Initial Closing Net Working Capital is less than the Lower End Target Initial Closing
Working Capital, the Base Initial Closing Purchase Price shall be decreased by the amount by
which the Lower End Target Initial Closing Working Capital exceeds the Final Initial Closing
Net Working Capital, and Seller shall wire the amount of such difference between the Lower
End Target Initial Closing Working Capital and the Final Initial Closing Net Working Capital to
an account designated in writing by Buyer in immediately available funds within two (2)
Business Days after the date that the Final Initial Closing Net Working Capital is determined.
For the avoidance of doubt, if the Final Initial Closing Net Working Capital is less than or equal
to the Upper End Target Initial Closing Working Capital but greater than or equal to the Lower
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