MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

Information. Seller shall cooperate with Buyer in the investigation of any apparent unauthorized
access by Seller personnel to the Required Technology. If any Seller personnel’s access to the
Required Technology and other computer or electronic data storage systems could technically
enable such personnel to obtain access to systems or data that they are not authorized to access,
Buyer may require such personnel to execute agreements or otherwise confirm their agreement
to comply with the limits of their authorization as a condition of their right to obtain such access.
(c) While Services are being provided hereunder, each Party shall take commercially
reasonable measures to ensure that, in connection with the provision of any Services, no virus or
similar items are coded or introduced into either Seller’s or any Buyer Party’s computer
networks or databases. If, in connection with the provision of any Services, a virus is found to
have been introduced into such computer networks or databases, the Parties shall cooperate and
diligently work together with Buyer to eliminate the effects of such virus. Each Party shall
exercise commercially reasonable care to prevent unauthorized users from accessing the Services
or the computer and technology systems or networks of any of the Parties.
ARTICLE II
FEES; PAYMENT
2.01 Fees. Seller shall pay Buyer for provision of the Services the fees set forth on
Schedules A and B under the sections entitled “Fees” (collectively, the “Fees”). In addition,
Seller shall reimburse Buyer for any travel, lodging and other out-of-pocket expenses that are
incurred by Transition Employees or otherwise in connection with Buyer’s provision of the
Services or that are otherwise necessary in connection with Buyer’s provision of the Services,
provided that any such expenses in excess of $[●] are approved in writing by Seller before they
are incurred by Buyer and/or Transition Employees; provided, however, that if such expenses are
not approved in writing by Seller, Buyer shall have no obligation to perform the Services
associated with such expenses.
2.02 Payment. Buyer shall provide to Seller each month a valid itemized tax invoice
(an “Invoice”) for the Services performed and out-of-pocket expenses incurred during the
preceding month. Such Invoice shall set forth a description of such Services rendered and the
Fees for such Services, as well as a description of any out-of-pocket expenses and any reasonable
supporting documentation as may be requested by Seller. All amounts due under the Invoice
shall be paid in full by Seller within thirty (30) days of date of the Invoice. Any payments due
under this Article II that are not timely paid by Seller shall be subject to a late charge equal to the
lesser of (i) 1.5% per month and (ii) the maximum amount allowed by applicable law. In
addition, Seller shall reimburse Buyer for all collection costs (including all attorneys’, expert
witnesses’ and other professionals’ fees and expenses) incurred by Buyer to enforce Seller’s
obligations under this Agreement.
C1-5
Exhibit C-1
Form of Initial Closing Transfer Documents