MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

administration (“HR Administration”) in connection with each such Transition Employee so long
as such Transition Employee is an employee of a Buyer Party.
(c) Seller shall be solely responsible for HR Administration in connection with all of
Seller’s employees. No Buyer or Buyer Party or Transition Employee shall be responsible for
any HR Administration in connection with any of Seller’s employees, agents or subcontractors.
1.05 Mutual Cooperation. The Parties shall reasonably cooperate with each other in
connection with the performance and receipt of the Services under this Agreement and any
required transition at the end of the term of this Agreement, including by developing reasonable
procedures with respect to information sharing, transfer of data and similar matters. Seller shall
make available on a timely basis to Buyer all information and materials reasonably requested by
Buyer to enable it to provide the Services. Seller shall give Buyer reasonable access, during
regular business hours and at such other times as are reasonably required, to the premises on
which Seller conducts business to the extent necessary for the purposes of providing Services.
1.06 Resources.
(a) Reserved.
(b) The equipment, software, documentation, tools, electronic communications,
computer systems, materials, information and other items provided by Buyer or its affiliates used
in the Information Systems Services (whether used by Seller, Buyer or their respective affiliates
or agents) are collectively the “Buyer-Provided Resources”. Buyer shall have no obligation to
provide Buyer-Provided Resources where obligations regarding third party content in Buyer-
Provided Resources or otherwise prevent or limit access or use by Seller or others. Sellerprovided
resources and Buyer-Provided Resources shall together constitute the “Resources”.
(c) Seller acknowledges that it will acquire no right, title or interest (including any
license rights or rights of use) in any firmware, software or hardware of Buyer, or the licenses or
leases in any firmware, software or hardware which are held by Buyer, by reason of Buyer’s
provision of or in connection with the Services.
1.07 Buyer Systems.
(a) Reserved.
(b) To the extent that the performance or receipt of Services hereunder requires Seller
to have access to any Buyer Party’s intranet or other computer software, networks, hardware,
technology or computer-based resources (including third party services, e-mail and access to
computer networks, database and equipment) owned, licensed, leased or used by such Buyer
Party (“Required Technology”), Seller shall: (i) limit such access to those Seller personnel who
are authorized to use the Services; (ii) upon Buyer’s request, provide to Buyer a written list of
the names of all of the Seller personnel who have been granted such access; and (iii) adhere to
Buyer’s (or its Affiliates’ or any applicable subcontractors’) security rules and procedures for use
of the Required Technology and other computer or electronic data storage systems. All user
identification numbers and passwords disclosed to Seller to permit Seller personnel to access the
Required Technology shall be deemed to be, and shall be treated as, Buyer’s Confidential
C1-4
Exhibit C-1
Form of Initial Closing Transfer Documents