MASTER ASSET PURCHASE AGREEMENT BY ... - Canadian Stocks

and
Mayer Brown LLP
71 S. Wacker Dr.
Chicago, IL 60606
Attn: John Sagan
Andrew Noreuil
Facsimile: +1 (312) 701-7711
(b) If to Buyer:
Finning International Inc.
10th Floor, 666 Burrard Street
Vancouver, BC V6C 2X8
Attn: David Smith
Facsimile: +1 (604) 691-6254
E-mail: david.s.smith@finning.com
with copies (which shall not constitute notice) to:
Finning International Inc.
10 th Floor, 666 Burrard Street
Vancouver, BC V6C 2X8
Attn: Gail Sexsmith
Facsimile: +1 (604) 691-6440
E-mail: Gail.Sexsmith@finning.com
or such other address as any Party may from time to time specify by written notice to the other
Party. Any Party may change the address to which notices, requests, demands, claims and other
communications hereunder are to be delivered by giving the other Party notice in the manner
herein set forth.
7.07 Applicable Law. This Agreement shall in all respects be governed by, and
construed in accordance with, the laws of the State of New York without giving effect to any
conflicts of law principles of such state that might refer the governance, construction or
interpretation of such agreements to the laws of another jurisdiction. Each Party to this
Agreement irrevocably waives the right to a trial by jury in connection with any matter arising
out of this Agreement.
7.08 Amendments and Waivers. This Agreement may be altered, amended or
modified in whole or in part at any time only by a writing signed by all the Parties. No waiver of
any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any
other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No
waiver shall be binding unless executed in writing by the Party making the waiver.
C1-12
Exhibit C-1
Form of Initial Closing Transfer Documents