MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

3.05 Return of Books and Records. Subject in all cases to the Parties’ respective rights
and responsibilities regarding books, records and files set forth in the Purchase Agreement, upon
the expiration or termination of a Service with respect to which either Party holds books, records
or files, including current and archived copies of computer files, owned by the other Party, the
Party holding such books, records or files shall return them as soon as reasonably practicable to
the other Party upon the written request of the other Party, except that (a) one (1) copy of all such
books, records or files may be retained by the returning Party’s legal department for the purpose
of enforcing such Party’s rights under this Agreement and (b) any instances of such books,
records or files in backups or archived form that are commercially impractical to return may be
retained so long as the returning Party does not access or make use of such books, records or
files after receipt of the written request for return from the other Party other than for restoration
of information and data of the returning Party commingled with such books, records or files or as
may be required by applicable Legal Requirements; provided, however, that Seller shall not be
required to return or destroy books, records or files of Buyer that are commingled with materials
owned or licensed by any Person that is a Seller Party or data or other materials that relate to
periods prior to the Effective Date. The returning Party shall bear all costs and expenses
associated with the return of such documents.
ARTICLE IV
LIABILITIES
4.01 Disclaimer of Warranty. Seller acknowledges that Buyer is not in the business of
providing the services contemplated by this Agreement and that Buyer is providing such services
solely as an accommodation to Seller’s transition following the consummation of the transaction
set forth in the Purchase Agreement. Except as expressly set out in this Agreement, the Services
performed or provided pursuant to this Agreement, and any Resources provided, used or made
available in connection herewith, are furnished AS IS, WHERE IS, WITH ALL FAULTS AND,
TO THE EXTENT PERMITTED BY LAW, WITHOUT ANY REPRESENTATION OR
WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,
INCLUDING ANY WARRANTY OF MERCHANTABILITY, MERCHANTABLE QUALITY
OR FITNESS FOR ANY PARTICULAR PURPOSE OR TITLE OR NON-INFRINGEMENT
OR USE OR ORIGINALITY OR RESULTS TO BE DERIVED FROM THE USE OR
PERFORMANCE OF THE SERVICES (INCLUDING THE RESOURCES). BUYER DOES
NOT MAKE ANY WARRANTY THAT ANY SERVICE COMPLIES WITH ANY LEGAL
REQUIREMENT, DOMESTIC OR FOREIGN. Without limiting the foregoing, Buyer and its
affiliates and licensors EXPRESSLY DISCLAIM AND EXCLUDE any warranty of ownership,
non-infringement, reliability, suitability, functionality, ability to produce a particular result, and
validity regarding any results of the Services (including the Resources) or any improvements as
contemplated by Article VI. Seller assumes all risks in connection with its use of the Resources
and the results of the Services, including any improvements as contemplated by Article VI.
Buyer shall have no obligation to provide Resources where third party content in such Resources
prevents or limits use by Seller.
4.02 Consequential and Other Damages. To the extent permitted by law, no Buyer
Party shall be liable, whether in contract, in tort (including negligence or strict liability) or
otherwise, for any special, indirect, incidental, consequential, special, punitive or similar
damage, losses or expenses whatsoever, that in any way arise out of relate to, or are a
C1-7
Exhibit C-1
Form of Initial Closing Transfer Documents