MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

2.03 Taxes. [To come.] 5
2.04 No Set-off. Seller’s obligation to pay the Fees or make any other required
payments under this Agreement shall not be subject to any right of offset, set-off, deduction or
counterclaim, however arising, including pursuant to any claims under the Purchase Agreement.
ARTICLE III
TERM AND TERMINATION
3.01 Term of Services. The provision of each Service shall commence on the Effective
Date and shall terminate on the earliest to occur of (i) the date set forth on Schedule A or B under
the heading “Termination Date” for a specific Service, (ii) thirty (30) days after the date of
notification of termination of any Service by Seller, or (iii) ______ , 201_.
3.02 Termination. This Agreement shall terminate on the earliest to occur of
(i) ______ , 201_, (ii) the making by one Party of any general assignment or arrangement for the
benefit of creditors, the filing of a voluntary or involuntary petition in bankruptcy by or against
such Party under any bankruptcy or insolvency law or similar proceeding (unless, in the case of
an involuntary filing against such Party, the petition is dismissed within thirty (30) days), the
appointment of a trustee or receiver or the commencement of a similar proceeding to take
possession of, or the attachment or other judicial seizure of, substantially all of such Party’s
assets, or the taking by such Party of any action in furtherance of the foregoing, (iii) the date on
which all Services have been terminated pursuant to Section 3.01, or (iv) the date on which this
Agreement is terminated pursuant to Section 3.03.
3.03 Breach of Agreement. If either Party shall breach any of its obligations under this
Agreement, including any failure to make payments when due, and such Party does not cure such
breach within thirty (30) days after receiving written notice thereof from the non-breaching
Party, the non-breaching Party may terminate this Agreement, including (in the case of Buyer)
the provision of Services, immediately by providing the breaching Party written notice of
termination.
3.04 Effect of Termination. Upon the expiration or termination of this Agreement,
(i) except as set forth in this Section 3.04, the rights and obligations of each Party under this
Agreement shall terminate, (ii) the rights and obligations of the Parties under Sections 1.05, 3.04,
3.05, and 7.03 and Articles II, IV, V, VI, and VII shall survive the expiration or termination of
this Agreement and shall remain in full force and effect notwithstanding such expiration or
termination, (iii) if either Party shall have breached any provision of this Agreement, whether
such breach occurred before or after the expiration or, with respect to surviving provisions, after
the termination, of this Agreement, such Party shall remain fully liable in accordance with the
terms of this Agreement after such expiration or termination for all losses, liabilities and other
expenses suffered or incurred by the other Party as a result of such breach, and (iv) each Party
shall be entitled to all outstanding amounts due from the other Party up to the effective date of
expiration or termination.
5 Goods and Services Tax, VAT or withholding provisions to be added by local counsel, as applicable.
C1-6
Exhibit C-1
Form of Initial Closing Transfer Documents