MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

consequence of, this Agreement, Buyer’s performance or nonperformance under this Agreement,
or the provision of or failure to provide any Service under this Agreement, including loss of
profits, savings, competitive advantage, goodwill, business interruptions or claims of customers,
even if Buyer or any Buyer Party has been advised of the likelihood or possible existence of the
foregoing and regardless of whether any of the foregoing may have been foreseeable. No Buyer
Party shall be responsible for any damages Seller may suffer arising from or as a result of
Seller’s use of the internet, including loss of data and any service interruptions.
4.03 Limitation of Liability. The total aggregate liability of Buyer with respect to this
Agreement or anything done in connection herewith, including the performance or breach of this
Agreement, or from the sale, delivery, provision or use of any Service provided under or covered
by this Agreement, whether in contract, tort (including negligence or strict liability) or otherwise,
shall be limited, to the extent permitted by law, to Seller’s direct proven actual damages and shall
not exceed the Fees previously paid to Buyer by Seller under this Agreement in respect of the
Service from which such liability flows; provided, however, that in no event shall Buyer have
any liability to Seller related to the non-performance of any third party provider.
4.04 Duty to Mitigate. Each Party shall use its commercially reasonable efforts to
mitigate damages or losses for which it seeks recourse hereunder, including by promptly
pursuing recovery under available insurance policies; provided, however, that the failure of such
Party to successfully mitigate such damages or losses shall not affect such Party’s right to seek
recourse with respect to such damages or losses so long as such Party shall have used its
commercially reasonable efforts to mitigate.
4.05 Force Majeure. Buyer shall not be liable for any interruption of Service or delay
or failure to perform under this Agreement if such interruption, delay or failure results from
causes beyond its reasonable control, including any strike, lockout, work stoppage, labor dispute,
material shortage, earthquake, act of terrorism, severe weather, accident, government action, riot,
insurrection or other hostilities, trade sanction, embargo, fuel or energy shortage, fire, flood, acts
of God, condition caused by national emergency, wrecks or transportation delays or inability to
obtain necessary labor, materials, utilities or third party software rights. Buyer will notify Seller,
either orally or in writing, as soon as practicable upon learning of the occurrence of such event of
force majeure. Upon the cessation of the force majeure event, Buyer will use commercially
reasonable efforts to resume its performance as soon as practicable. In no event shall the
occurrence of a force majeure event result in the extension of the term of this Agreement or any
Service hereunder.
4.06 No Individual Liability. Notwithstanding any other provision of this Agreement,
the individual officers, directors, managers, principals, employees and agents of each Party shall
not have any liability to the other Party, or to any affiliate of the other Party, under this
Agreement or in connection with the Services to be provided under this Agreement.
ARTICLE V
CONFIDENTIALITY
5.01 Confidential Information. Each Party acknowledges that, during the term of this
Agreement, it may receive or have access to Confidential Information of the other Party.
C1-8
Exhibit C-1
Form of Initial Closing Transfer Documents