Asset Purchase Agreement



 Exhibit 10.2 
 POSTMEDIA NETWORK INC. 
 - and - 

TC PUBLICATION LIMITED PARTNERSHIP 
 - and - 
 GVIC COMMUNICATIONS CORP. 

ASSET PURCHASE AGREEMENT 
  

 
  

October 18, 2011 
  

 







 TABLE OF CONTENTS 

 

					
	 	 	Page	 
	 ARTICLE 1 DEFINITIONS AND PRINCIPLES OF INTERPRETATION
	 	 	1	  
	 1.1 Definitions
	 	 	1	  
	 1.2 Certain Rules of Interpretation
	 	 	14	  
	 1.3 Knowledge
	 	 	15	  
	 1.4 Entire Agreement
	 	 	15	  
	 1.5 Schedules
	 	 	15	  
	 ARTICLE 2 PURCHASE AND SALE
	 	 	16	  
	 2.1 Action by Vendor and Purchaser
	 	 	16	  
	 2.2 Place of Closing
	 	 	17	  
	 2.3 Tender
	 	 	17	  
	 2.4 Non-Assignable Rights
	 	 	18	  
	 2.5 Allocation of Revenues
	 	 	18	  
	 2.6 Allocation of the Purchase Price
	 	 	18	  
	 ARTICLE 3 PURCHASE PRICE
	 	 	19	  
	 3.1 Purchase Price
	 	 	19	  
	 3.2 Satisfaction of Purchase Price
	 	 	19	  
	 3.3 Delivery of Working Capital Statement
	 	 	19	  
	 3.4 Valuation of Inventories and Prepaid Expenses and Deposits
	 	 	21	  
	 3.5 Transfer Taxes
	 	 	21	  
	 3.6 ETA Election
	 	 	21	  
	 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE VENDOR
	 	 	21	  
	 4.1 Formation and Authorization to Carry on Business
	 	 	21	  
	 4.2 Due Authorization and Enforceability of Obligations
	 	 	21	  
	 4.3 No Other Agreement to Purchase
	 	 	22	  
	 4.4 Absence of Conflicts
	 	 	22	  
	 4.5 Regulatory Approvals
	 	 	22	  
	 4.6 Compliance with Law
	 	 	22	  
	 4.7 Title to Purchased Assets and Use
	 	 	23	  
	 4.8 Intellectual Property
	 	 	23	  
	 4.9 Insurance
	 	 	23	  
	 4.10 No Expropriation
	 	 	24	  
	 4.11 Purchased Contracts
	 	 	24	  
	 4.12 Licences
	 	 	24	  
	 4.13 Financial Information
	 	 	24	  
	 4.14 Books and Records
	 	 	25	  
	 4.15 Absence of Changes
	 	 	25	  
	 4.16 Litigation and Other Proceedings
	 	 	25	  
	 4.17 Residency
	 	 	26	  
	 4.18 Leased Real Property and Owned Real Property
	 	 	26	  
	 4.19 Environmental Matters
	 	 	26	  
	 4.20 Employment Matters
	 	 	27	  
	 4.21 Collective Agreements
	 	 	28	  
	 4.22 Tax Matters
	 	 	29	  
	 4.23 Sufficiency of Assets
	 	 	29	  
	 4.24 Post Retirement Benefits
	 	 	29	  
	 4.25 Regarding the Partnership
	 	 	29	  
	 4.26 No Broker
	 	 	30	  
	 4.27 Independent Auditor
	 	 	30	  








 TABLE OF CONTENTS 

(continued) 
  

					
	 	  	Page	 
	 ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF GVIC AND THE PURCHASER
	  	 	30	  
	 5.1 Formation
	  	 	30	  
	 5.2 Due Authorization and Enforceability of Obligations
	  	 	30	  
	 5.3 Absence of Conflicts
	  	 	30	  
	 5.4 Financial Ability
	  	 	31	  
	 5.5 Litigation
	  	 	31	  
	 5.6 Regulatory Approvals
	  	 	31	  
	 5.7 No Broker
	  	 	31	  
	 5.8 Goods and Services Tax Registration
	  	 	31	  
	 5.9 Residence of the Purchaser and Real Property Purchasers
	  	 	32	  
	 5.10 Independent Auditor
	  	 	32	  
	 ARTICLE 6 SURVIVAL
	  	 	32	  
	 6.1 Nature and Survival
	  	 	32	  
	 ARTICLE 7 PURCHASER’S CONDITIONS PRECEDENT
	  	 	32	  
	 7.1 Truth and Accuracy of Representations of Vendor at the Closing Time
	  	 	33	  
	 7.2 Compliance with Vendor Covenants
	  	 	33	  
	 7.3 Receipt of Closing Documentation
	  	 	33	  
	 7.4 Consents and Authorizations
	  	 	33	  
	 7.5 No Proceedings
	  	 	33	  
	 7.6 Actual Possession
	  	 	33	  
	 7.7 Non-Competition Agreement
	  	 	33	  
	 7.8 Postmedia Services
	  	 	33	  
	 7.9 Concurrent Closing
	  	 	34	  
	 7.10 Material Adverse Effect
	  	 	34	  
	 7.11 Competition Act
	  	 	34	  
	 7.12 Ancillary Agreements
	  	 	34	  
	 ARTICLE 8 VENDOR’S CONDITIONS PRECEDENT
	  	 	34	  
	 8.1 Truth and Accuracy of Representations of the Purchaser at Closing Time
	  	 	34	  
	 8.2 Performance of Obligations
	  	 	34	  
	 8.3 Consents and Authorizations
	  	 	34	  
	 8.4 No Proceedings
	  	 	35	  
	 8.5 Concurrent Closing
	  	 	35	  
	 8.6 Competition Act
	  	 	35	  
	 8.7 Ancillary Agreements
	  	 	35	  
	 ARTICLE 9 OTHER COVENANTS OF THE PARTIES
	  	 	35	  
	 9.1 Operation of Businesses Prior to Closing
	  	 	35	  
	 9.2 Access to Information
	  	 	37	  
	 9.3 Notice by Vendor of Certain Matters
	  	 	38	  
	 9.4 Confidentiality
	  	 	38	  
	 9.5 Actions to Satisfy Closing Conditions
	  	 	38	  
	 9.6 Employees
	  	 	39	  
	 9.7 Benefits Plans and Pension Plans
	  	 	40	  
	 9.8 Preservation of Records
	  	 	41	  
	 9.9 Risk of Loss
	  	 	42	  
	 9.10 Insurance
	  	 	42	  
	 9.11 Regulatory Matters
	  	 	42	  
	 ARTICLE 10 INDEMNIFICATION
	  	 	43	  








 TABLE OF CONTENTS 

(continued) 
  

					
	 	  	Page	 
	 10.1 Indemnification by the Vendor
	  	 	43	  
	 10.2 Indemnification by the Purchaser
	  	 	44	  
	 10.3 Indemnification Procedures for Third Party Claims
	  	 	44	  
	 10.4 Reductions and Subrogation
	  	 	45	  
	 10.5 Exclusive Remedy
	  	 	45	  
	 10.6 One Recovery
	  	 	46	  
	 10.7 Duty to Mitigate
	  	 	46	  
	 10.8 Tax Status of Indemnification Payments
	  	 	46	  
	 ARTICLE 11 TERMINATION
	  	 	46	  
	 11.1 Termination
	  	 	46	  
	 11.2 Effect of Termination
	  	 	47	  
	 ARTICLE 12 GENERAL
	  	 	47	  
	 12.1 GVIC and the Purchaser
	  	 	47	  
	 12.2 Public Notices
	  	 	47	  
	 12.3 Expenses
	  	 	47	  
	 12.4 Notices
	  	 	48	  
	 12.5 Assignment
	  	 	49	  
	 12.6 Enurement
	  	 	49	  
	 12.7 Amendment
	  	 	49	  
	 12.8 Further Assurances
	  	 	49	  
	 12.9 Execution and Delivery
	  	 	50	  








 THIS ASSET PURCHASE AGREEMENT is made as of October 18, 2011. 

BETWEEN: 
 POSTMEDIA
NETWORK INC., a corporation duly incorporated under the laws of Canada, 
 (the “Vendor”) 

- and - 
 TC
PUBLICATION LIMITED PARTNERSHIP, a limited partnership duly established under the laws of British 
 Columbia, 

(the “Purchaser”) 
 - and - 
 GVIC COMMUNICATIONS CORP., a corporation duly incorporated under the
laws of Canada, 
 (“GVIC”). 
 RECITALS: 
  

	A.	The Vendor owns assets related to the Businesses, as hereinafter defined. 

  


	B.	The Vendor has agreed to transfer and sell to the Purchaser, and the Purchaser has agreed to purchase and assume from the Vendor, certain of the assets and liabilities,
of and relating to the Businesses, on the terms and conditions of this Agreement. 

 THEREFORE the Parties agree as
follows: 
 ARTICLE 1 
 DEFINITIONS AND PRINCIPLES OF INTERPRETATION 
  

	1.1	Definitions 

 Whenever used in this
Agreement the following words and terms shall have the meanings set out below: 
 “2010 Report” has the meaning
ascribed thereto in Section 9.7(e); 
 “30 Day Period” has the meaning ascribed thereto in
Section 3.3(c); 
 “Accounts Payable” means the accounts payable of the Businesses as set forth in their
books and records in accordance with 
 GAAP, but excludes payables to the Vendor or any affiliate and any intra-company accounts
as at the Effective Time; 
 “Accrued Expenses” means the accrued operating expenses of the Businesses as set
forth in their books and records in 
 accordance with GAAP incurred in the ordinary course of business as at the Effective Time,
but excluding any expenses 
 retained by the Vendor pursuant to Sections 9.6 and 9.7; 







 “Actuarial Liabilities” has the meaning ascribed thereto in Section 9.7(e);

 “Advance Ruling Certificate” means an advance ruling certificate issued by the Commissioner of Competition pursuant to
section 102 of the Competition Act with respect to the transactions contemplated by this Agreement; 
 “affiliate” has
the meaning given to it in the Canada Business Corporations Act; 
 “Agency Agreement” means the agreement between the
Vendor and the Purchaser for the provision of SwarmJam services by the Vendor to the Purchaser after Closing, such agreement to be on such terms consistent with the terms described in the Service Agreement; 

“Agreement” means this Asset Purchase Agreement, including all schedules, and all amendments or restatements, as permitted, and
references to “Article”, “Section” or “Schedule” mean the specified Article, Section or Schedule of this Agreement; 
 “Assumed Liabilities” means those liabilities of the Vendor related to the Businesses (other than the Partnership Business), as set forth below: 

 

	 	(a)	liabilities under the Purchased Contracts (it being understood that Current Liabilities under Purchased Contracts shall be included in the Working Capital calculation);


  

	 	(b)	liabilities respecting the Owned Real Property and any Tangible Personal Property in respect of the period commencing after the Effective Time;


  

	 	(c)	liabilities respecting Non-Union Employees and Union Employees pursuant to Sections 9.6 and 9.7, but excluding those liabilities specifically retained by the Vendor
pursuant to Sections 9.6 and 9.7; 

  

	 	(d)	without duplication, the liabilities included within Current Liabilities which are included in calculating the Working Capital calculation; 


 

	 	(e)	liabilities under the Multi-Employer Plans commencing on or after the Effective Time, pursuant to Section 9.7; 


 

	 	(f)	any obligations of the Vendor under the Partnership Agreement after the Effective Time; 


 

	 	(g)	liabilities and obligations under the Transferred Benefits Plans and the Transferred Pension Plans pursuant to Section 9.7; 


 

	 	(h)	any other liability that is agreed to be assumed by the Purchaser in this Agreement or any other agreement, certificate or instrument executed and delivered pursuant to
this Agreement; and 

  

	 	(i)	Insured Litigation and Uninsured Litigation, but specifically excluding obligations in respect of Insured Litigation Deductibles and Uninsured Litigation Contributions.


 Notwithstanding the foregoing, the Assumed Liabilities will not include any of the Retained Liabilities; 

  
 - 2 -









 “Assumed Real Property Liabilities” has the meaning ascribed thereto in
Section 2.1(b); 
 “Benefit Plans” means material plans, arrangements, agreements, programs or undertakings, whether oral
or written, formal or informal, funded or unfunded, insured or uninsured, registered or unregistered with respect to Employees to which the Vendor is a party or bound or in which Employees participate in relation to the Businesses or under which the
Vendor has, or will have, any liability or contingent liability, or pursuant to which payments are made, or benefits are provided to, or an entitlement to payments or benefits may arise with respect to any of its Employees, individuals working on
contract with the Vendor relating to the Businesses or other individuals providing services to the Vendor relating to the Businesses of a kind normally provided by employees (or any spouses, dependants, survivors or beneficiaries of any such
persons), excluding Statutory Plans, the Multi-Employer Plans and the Pension Plans; 
 “Books and Records” means books and
records of the Vendor relating exclusively to the Businesses or the Purchased Assets, including financial, operations and sales books, programming information and studies, technical information, advertising studies, marketing and demographic data,
subscription lists and records, lists of advertisers, logs, public inspection files, records, books of account, sales and purchase records, lists of suppliers, business reports, plans and projections and all other documents, surveys, plans, files,
records, assessments, correspondence, and other data and information, financial or otherwise including all data, information and databases stored on computer-related or other electronic media provided that to the extent such books and records are
held or stored as part of the books and records of the Vendor, or a division hereof, and cannot be segregated from the Books and Records to be transferred at Closing (the “Shared Records”), the Books and Records shall include only
those Shared Records or copies thereof as can be provided to the Purchaser without unreasonable expense or effort on the Vendor’s part unless the Purchaser compensates the Vendor for such unreasonable expense or effort; and provided further
that Books and Records shall include a copy of financial information for fiscal 2010 and 2011 relating to the Businesses in electronic form; 

“Businesses” means the printing, publication and distribution of the Publications including the publication and distribution of digital
and online versions thereof and all other activities related thereto and including the separate distribution services provided on Vancouver Island for the Publications and advertising and other materials for third parties; 

“Business Day” means any day, other than a Saturday or Sunday, on which the main branch of The Toronto Dominion Bank in Toronto, Ontario
and Vancouver, British Columbia is open for commercial banking business during normal banking hours; 
 “Circulation Lists and Related
Material” means the current paid and controlled circulation records and subscription lists and prospect lists for the Publications, lists to advertisers and advertising agencies, advertising promotion list, promotional material, rate cards,
sales materials, articles, manuscripts, editorial material, advertising copy, reproductions, films and negatives, artwork, photographs, illustrations, lists of electronic mail advertising and electronic addresses for opt-in subscribers of
publications and other similar materials in each case of the Vendor and used primarily in connection with the Businesses, material held by the Vendor from past or current issues of the Publications now in process and copies of all past or current
research reports, market data and surveys and circulation audits of the Vendor and in connection with the Publications and inventory of current and back issues of the Publications and reprints, in each case whether in paper or electronic format;

 “Claims” means claims, demands, complaints, grievances, actions, applications, suits, causes of action, Orders, charges,
indictments, prosecutions, informations or other similar processes, assessments or reassessments, judgments, debts, liabilities, expenses, costs, damages or losses, 

  
 - 3 -









 
contingent or otherwise, including loss of value, reasonable professional fees, including fees and disbursements of legal counsel on a partial indemnity basis, and all actual and documented costs
incurred in investigating or pursuing any of the foregoing or any proceeding relating to any of the foregoing; 
 “Closing”
means the completion of the sale to and purchase by the Purchaser of the Purchased Assets under this Agreement; 
 “Closing Asset Value
Estimate” has the meaning ascribed thereto in Section 9.7(e); 
 “Closing Date” means November 30, 2011 or
such other date as the Parties may agree in writing as the date upon which the Closing shall take place; 
 “Closing Time”
means noon Vancouver time, on the Closing Date or such other time on such date as the Parties may agree in writing as the time at which the Closing shall take place; 
 “Closing Working Capital” means Working Capital at the Effective Time; 

“Collective Agreements” means the collective bargaining agreements set out in Schedule 4.21 and “Collective
Agreement” means any one of them; 
 “Commissioner of Competition” means the Commissioner of Competition
appointed pursuant to the Competition Act or a person designated or authorized pursuant to the Competition Act to exercise the powers and perform the duties of the Commissioner of Competition; 

“Confidentiality Agreement” means the confidentiality agreement between the Vendor and Glacier Media Inc. dated as of August 11,
2011; 
 “Competition Act” means the Competition Act (Canada), as amended, and the regulations thereunder; 

“Competition Act Approval” means: 
  

	 	(a)	the issuance of an Advance Ruling Certificate and such Advance Ruling Certificate has not been rescinded prior to Closing; or 


 

	 	(b)	the Purchaser and the Vendor have given the notice required under section 114 of the Competition Act with respect to the transactions contemplated by this Agreement and
the applicable waiting period under section 123 of the Competition Act has expired or has been terminated in accordance with the Competition Act; or 

  

	 	(c)	the obligation to give the requisite notice has been waived pursuant to paragraph 113(c) of the Competition Act; 


“Competition Tribunal” means the Competition Tribunal established under the Competition Tribunal Act (Canada); 

“Contract” means any agreement, indenture, contract, lease, deed of trust, licence, option instrument or other commitment, undertaking,
entitlement, engagement or undertaking; 
 “Credit Agreements” means the following agreements: 

  
 - 4 -










	(a)	the secured term loan credit agreement dated as of July 13, 2010 between Postmedia Network Inc. as borrower, Postmedia Network Canada Corp. as guarantor, JPMorgan
Chase Bank, N.A. as administrative agent and collateral agent, Morgan Stanley Senior Funding, Inc. as syndication agent, J.P. Morgan Securities Inc. and Morgan Stanley Senior Funding, Inc. as joint lead arrangers and joint book runners and certain
lenders parties thereto, including the Bank of Montreal, Canadian Imperial Bank of Commerce, the Bank of Nova Scotia, Royal Bank of Canada and the Toronto-Dominion Bank, as amended, modified, restated or supplemented from time to time;


  

	(b)	the secured revolving credit agreement dated as of July 13, 2010 between Postmedia Network Inc. as borrower, Postmedia Network Canada Corp. as guarantor, Morgan
Stanley Senior Funding, Inc. as administrative agent, collateral agent, joint collateral agent and co-syndication agent, JPMorgan Chase Bank N.A. as co-syndication agent, Wells Fargo Bank, National Association as joint collateral agent and
co-documentation agent, Royal Bank of Canada as co-documentation agent and certain lenders parties thereto, including the Bank of Montreal, CIBC Asset-Based Lending Inc., the Bank of Nova Scotia and the Toronto-Dominion Bank, as amended, modified,
restated or supplemented from time to time; and 

  

	(c)	the indenture dated as of July 13, 2010 with The Bank of New York Mellon, as trustee, and BNY Trust Company of Canada, as collateral agent, whereby the Vendor
issued US$275 million in aggregate principal amount of 12.50% senior secured notes due 2018; 

 and “Credit
Agreement” means any one of them; 
 “Current Assets” means the current assets of the Vendor in connection with the
Businesses determined in accordance with GAAP and in a manner consistent with the sample calculation of Working Capital set out in Schedule A, subject to the adjustments and exclusions as described therein; 

“Current Liabilities” means the current liabilities of the Vendor in connection with the Businesses determined in accordance with GAAP
and in a manner consistent with the sample calculation of Working Capital set out in Schedule A, subject to the adjustments and exclusions as described therein; 
 “Customer Lists” means the list of all customers and advertisers of the Businesses; 
 “Deficit” has the meaning ascribed thereto in Section 3.3(g); 

“Determination Date” has the meaning ascribed thereto in Section 3.3(g); 
 “Effective Time” means 11:59 pm (Vancouver time) on the Closing Date, or such other time on the Closing Date as the Vendor and the Purchaser may mutually determine; 

“Employees” means the Non-Union Employees and the Union Employees; 
 “Employee on Leave” has the meaning ascribed thereto in Section 4.20(a); 

“Employment Contracts” means Contracts between any Non-Union Employees and the Vendor or the Partnership and any Partnership Employees;

 “Employment Legislation” means all applicable Laws relating in any way to employment including employment standards, labour
relations, workers’ compensation, benefit entitlements, 

  
 - 5 -









 
pay equity, wages and hours of work, human rights or occupational health and safety of employees; 
 “Encumbrances” means pledges, liens, charges, security interests, leases, title retention agreements, leases, mortgages, options, adverse claims, restrictions or encumbrances of any kind
or character whatsoever; 
 “Environmental Protection Laws” means all applicable principles of common law and equity and all
applicable federal, state, provincial, municipal and local statutes, codes (having the force of law), ordinances, decrees, rules, regulations and by-laws, and judicial, arbitral, administrative, ministerial, departmental or regulatory judgments,
orders, decisions, rulings, awards, policies (having the force of law), guidelines (having the force of law) and other requirements of any Governmental Authority, at any time in force or effect, as at the date of this Agreement that relate to the
environment, health, occupational health and safety, the transportation of dangerous goods or the manufacture, processing, distribution, use, treatment, storage, disposal, discharge, emission, release, destruction, packaging, containment, transport,
handling, clean-up or other remediation or corrective action of any Hazardous Materials; 
 “ETA” means the Excise Tax
Act (Canada) and all regulations therein; 
 “Excluded Assets” means: 

 

	 	(a)	cash, bank balances, moneys in possession of banks and other depositories, term or time deposits and similar cash items of, owned or held by or for the account of the
Vendor, except for such items which are part of Prepaid Expenses and Deposits and are included as Current Assets in the Working Capital calculation; 

  

	 	(b)	corporate, financial and taxation records of the Vendor and records of the Vendor that do not relate exclusively or primarily to the Businesses;


  

	 	(c)	extra-provincial, sales, excise or other licences or registrations issued to or held by the Vendor; 


 

	 	(d)	refunds in respect of reassessments for Taxes relating to the Businesses or Purchased Assets paid prior to the Effective Time; 


 

	 	(e)	refundable Taxes; 

  

	 	(f)	all rights to the name “Postmedia”, “Postmedia Network” and logos or variations thereof and all goodwill associated therewith;


  

	 	(g)	insurance policies, prepaid insurance premiums and the right to receive insurance recoveries under such policies, except for Insurance Proceeds;


  

	 	(h)	the asset or property used or held for use by the Vendor not relating to the Businesses or the Publications; 


 

	 	(i)	Shared Assets; and 

  

	 	(j)	Contracts relating to the foregoing; 


“Final Statement” has the meaning ascribed thereto in Section 3.3(a); 

  
 - 6 -









 “Financial Information” has the meaning ascribed thereto in Section 4.13(a);

 “Fund” has the meaning ascribed thereto in Section 9.7(d); 
 “GAAP” means, in respect of any period ending on or prior to August 31, 2011, Canadian Generally Accepted Accounting Principles – Part V of the Canadian Institute of Chartered
Accountants Handbook (“Canadian GAAP”) and in respect of any period ending after August 31, 2011, Canadian Accepted Accounting Principles – Part I of the Canadian Institute of Chartered Accountants Handbook; 

“Goodwill” means the goodwill of or relating exclusively to the Businesses and the Publications; 

“Governmental Authorities” means governments, regulatory authorities, governmental departments, agencies, commissions, bureaus,
officials, ministers, Crown corporations, courts, bodies, boards, tribunals or dispute settlement panels or other law or regulation-making organizations or entities: 
  

	 	(a)	having or purporting to have jurisdiction on behalf of any nation, province, territory or state or any other geographic or political subdivision of any of them; or


  

	 	(b)	exercising, or entitled or purporting to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power;


 in each case, having jurisdiction over the Vendor, the Purchaser, the Partnership or the transactions contemplated by the
Agreement, as applicable. 
 “Governmental Authorizations” means authorizations, approvals, licences or permits issued to the
Vendor or the Partnership relating exclusively to the Publications or any of the Purchased Assets or Partnership Assets by or from any Governmental Authority; 
 “Hazardous Materials” means any contaminants, pollutants, hazardous, corrosive or toxic substances, flammable materials, explosive materials, radioactive materials, microwaves, waste,
urea formaldehyde, asbestos materials, hydrocarbon contaminants, noxious substances, compounds known as chlorobiphenyls, deleterious substances, special wastes, dangerous goods or substances and any other substances or materials that are identified
or described in, or defined by, any Environmental Protection Law as being substances or materials the storage, manufacture, disposal, treatment, generation, use, transportation or remediation of which, or release of which into or concentration of
which in the environment, is prohibited, controlled, regulated or licensed by any Governmental Authority or under any Environmental Protection Law; 
 “HST” means all taxes payable under the ETA or under any provincial legislation similar to the ETA, and any reference to a specific provision of the ETA or any such provincial legislation
shall refer to any successor provision thereto of like or similar effect; 
 “Indemnified Party” has the meaning ascribed
thereto in Section 10.3; 
 “Indemnifying Party” has the meaning ascribed thereto in Section 10.3; 

“Independent Auditor” means Deloitte & Touche LLP or such independent auditing firm as may be agreed to by the Parties, or, if
the Parties cannot agree, an independent auditing firm selected by the Chair of the Canadian Institute of Chartered Accountants; 

  
 - 7 -









 “Information Technology” means information technology systems owned, used or held by the
Vendor exclusively for use in or relating to the Businesses, Publications or the Purchased Assets including, without limitation, all software and documentation therefor, electronic data processing systems, program specifications, source codes, input
data and report layouts and formats, algorithms, record file layouts, diagrams, functional specifications and narrative descriptions, flow charts, operating manuals, training manuals and aids and other related materials; provided that Information
Technology shall not include such information technology systems owned, used or held by the Vendor forming part of the Shared Assets; 

“Insurance Proceeds” has the meaning ascribed thereto in Section 9.9(b); 
 “Insured Litigation” means the insured litigation notices and claims involving the Publications and/or the Businesses as set out in Schedule 4.16(A) and in respect of insured litigation
claims involving the Publications and/or the Businesses for libel, slander and/or defamation relating to a publication date prior to the Effective Time; 
 “Insured Litigation Deductibles” means any remaining deductibles under insurance policies maintained by or on behalf of the Publication and the Businesses in respect of the Insured
Litigation; 
 “Intellectual Property” means intellectual property rights, whether registered or not, owned, used or held by
the Vendor exclusively for use in or relating to the Publications or the Businesses, including the Publications’ trademarks, trade names, mastheads, copyrights, jingles and slogans, URLs, domain names, mobile applications, names and processes
for products or services contained within the Publications, including those intellectual property rights listed in Schedule 4.8; 

“Inventories” means items that are held by the Vendor or the Partnership, including those items ordered by the Vendor or the Partnership
but not yet delivered to either of them, which are recorded in their respective Books and Records, which are being produced for sale, or are to be consumed, directly or indirectly, exclusively in the production of the Publications or other goods or
services to be available for sale, of every kind and nature and wheresoever situate owned by the Vendor or the Partnership exclusively for use in or relating to the Businesses, including supplies of newsprint, paper, ink and other raw materials,
operating supplies, packaging materials, finished goods and work-in-progress; 
 “Laws” means currently existing applicable
statutes, by-laws, rules, regulations, Orders, ordinances or judgments, in each case of any Governmental Authority having the force of law; 

“Leased Real Property” means lands and/or premises which are leased by the Vendor or the Partnership for their respective Businesses,
including those listed or described in Schedule 4.21(B); 
 “Leases” has the meaning ascribed thereto in Section 4.18(a);

 “Lenders’ Release” means, collectively, the releases to be provided by the applicable agents for the Vendor’s
lending syndicates under the Credit Agreements, with respect to the sale of the Purchased Assets pursuant to this Agreement; 
 “Licence
Agreement” has the meaning ascribed thereto in Section 7.12; 
 “Licences” has the meaning ascribed thereto in
Section 4.12; 

  
 - 8 -









 “LTD Employees” has the meaning ascribed thereto in Section 9.6(a); 

“material” means material to (i) all of the Businesses taken as a whole, or (ii) all of the Purchased Assets taken as a whole;

 “Material Adverse Effect” means any change, effect or circumstance, either individually or combined with all other changes,
effects or circumstances, that is or would reasonably be expected to be materially adverse to the business, operations, Purchased Assets, Partnership Assets, liabilities or financial condition or results of operations of the Businesses taken as a
whole; but shall exclude any Material Adverse Effect arising out of: (i) any adverse change, effect or circumstance relating generally to financial markets or general economic conditions; (ii) any adverse change, effect or circumstance
relating to conditions generally affecting the publishing industry, and not affecting the Businesses in a disproportionate manner; (iii) war, act of terrorism, civil unrest or similar event; (iv) any generally applicable change in Laws or
interpretation thereof; or (v) any adverse change, effect or circumstance caused by the announcement or pendency of this Agreement or the transactions contemplated by this Agreement; 
 “Material Consents” has the meaning ascribed thereto in Section 2.4; 

“Multi-Employer Plans” means the benefit plans and pension plans listed on Schedule 4.20(F); 

“National Post Printing Agreement” means an agreement between the Vendor and Glacier Media Inc. to extend, renew or agree to the
printing of the National Post for a period of five years following the Closing Date on the same terms and conditions (including rates) as those in the printing contract currently in place for the printing of the National Post in British Columbia,
such printing to be done at Kodiak Press; provided that the Vendor, acting reasonably, is satisfied that Kodiak Press can print the National Post at substantially the same quality as, and at substantially the same times as, those currently being
provided by Black Press; 
 “National Sales Agreement” means an agreement between the Vendor and GVIC, on behalf of its
affiliates, the Purchaser and the purchaser under the purchase agreement referred to in Section 7.9 for national sales for a period of five years following the Closing Date, on the same terms and conditions as those currently applicable under
the national sales agreement dated as of September 1, 2008 between GVIC and Canwest Media Inc., with the addition of national sales for all the Purchased Assets; 
 “Non-Assignable Rights” has the meaning ascribed thereto in Section 2.4; 

“Non-Union Employees” means individuals employed or retained by the Vendor set out on Schedule 4.20(A); 

“Normal Working Capital” means the average monthly Working Capital for the 12 calendar months preceding and ending on the Closing Date,
if the Closing Date is the last day of the month, and if the Closing Date is other than the last day of the month, ending on the last day of the calendar month preceding the Closing Date, calculated in the manner as shown on Schedule A;

 “Notice” has the meaning ascribed thereto in Section 12.4; 
 “Orders” means orders, injunctions, judgments, administrative complaints, decrees, rulings, awards, assessments, directions, instructions, penalties or sanctions issued, filed or imposed
by any Governmental Authority or arbitrator; 

  
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 “Owned Real Property” means lands and/or premises which are owned by the Vendor and used by
the Vendor relating exclusively to the Businesses, all of which are listed or described in Schedule 4.18(A); 
 “Parties”
means the Vendor, the Purchaser, GVIC and the Real Property Purchasers, as the context requires, collectively, and “Party” means any one of them; 
 “Partnership” means the partnership between the Vendor and Echo Publications Ltd. known as Comox Valley Echo Publications Partnership, which carries on the Partnership Business;

 “Partnership Agreement” means the partnership agreement with respect to the Partnership dated December 21, 1995 and all
amendments thereto, originally between Arrow Speed Controls Limited, Hedi MacDonald, David MacDonald and Virginia Hughes, and now between Echo Publications Ltd. and the Vendor; 
 “Partnership Assets” means the properties, assets and rights of the Partnership; 

“Partnership Business” means the printing, publication and distribution of the community newspaper known as Comox Valley Echo including
the publication and distribution of digital and online versions thereof and all other activities related thereto; 
 “Partnership
Employees” means individuals employed by the Partnership; 
 “Partnership Interest” means the 70.78% uncertificated
general partnership interest (including the Vendor’s capital account in the Partnership) held by the Vendor in the Partnership; 

“Pension Deficit” has the meaning ascribed thereto in Section 9.7(e); 
 “Pension Plans” means the pension plans listed on Schedule 4.20(G); 

“Permitted Encumbrances” means: 
  

	 	(a)	encumbrances for taxes, assessments or governmental charges or levies not yet due or delinquent or the validity of which is being contested in good faith by the Vendor;


  

	 	(b)	undetermined or inchoate liens, charges and privileges incidental to current operations and statutory liens, charges, adverse claims, security interests or encumbrances
of any nature whatsoever claimed or held by any Governmental Authority which have not at the time been filed or registered against the title to the Purchased Assets; 


 

	 	(c)	unregistered purchase money security interests arising under contracts for the supply of goods and materials entered into in the ordinary course of business which
secure the unpaid balance of the purchase price for goods and/or materials purchased thereunder which are due and payable (and have been outstanding) for not more than 90 days after delivery of the invoice therefor; 


 

	 	(d)	any security interest in respect of deposits of money or property by way of security for the performance of any statutory obligations arising in the ordinary course of
business; 


  
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	 	(e)	financing statements evidencing the rights, including security interests, or equipment lessors under the Purchased Contracts; and 


 

	 	(f)	survey exceptions, encumbrances, easements or reservations of, or rights of others for, licences, rights of way, sewers, electric lines, telegraph and telephone lines
and other similar purposes, or zoning or other restrictions as to the use of real properties or Encumbrances incidental to the conduct of the Businesses or to the ownership of the Owned Real Property, in each case which do not in the aggregate
materially adversely affect the value of the Owned Real Property or materially impair their use in the operation of the Businesses, the leases which form part of the Purchased Contracts and all Encumbrances registered against title to the Owned Real
Property as at the Date of Closing; 

 “Person” means any individual, sole proprietorship, partnership, firm,
entity, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, Governmental Authority, and where the context requires any of the foregoing when they are acting as trustee, executor, administrator or
other legal representative; 
 “Post Retirement Benefits” means retiree welfare benefits (except as required by applicable
Laws) or retiree life insurance benefits to any Person; 
 “Prepaid Expenses and Deposits” means the unused portion of amounts
prepaid by or on behalf of the Vendor relating exclusively to the Businesses, the Publications, the Purchased Assets or the Partnership Assets, including Taxes, assessments, rates and charges, utilities, rents, tenant allowances common area
payments, and to the extent transferable, deposits with any public utility or any Governmental Authority, but excluding prepaid insurance premiums, income or other Taxes which are personal to the Vendor and amounts paid in respect of any Excluded
Assets and any Benefit Plans; 
 “Proceedings” has the meaning ascribed thereto in Section 4.16; 

“Publications” means the daily newspapers and community newspapers and other publications, published on Vancouver Island as shown on
Schedule B and all print, digital, online publications, and products and services provided as part of and related thereto, but specifically excluding those print, digital and online publications, products and services listed or described in Schedule
C; 
 “Purchaser’s Claim” means any claim by the Purchaser as a result of a Pension Deficit or a Deficit; 

“Purchase Price” has the meaning ascribed thereto in Section 3.1; 
 “Purchased Assets” means all of the Vendor’s right, title and interest in, to and under, or relating to, the following properties, assets and rights (other than the Excluded Assets):

  

	 	(a)	the Books and Records; 

  

	 	(b)	the Purchased Contracts; 

  

	 	(c)	the Goodwill; 

  

	 	(d)	the Intellectual Property; 

  

	 	(e)	the Receivables; 


  
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	 	(f)	the Circulation Lists and Related Materials; 

  

	 	(g)	the Customer Lists; 

  

	 	(h)	the Inventories; 

  

	 	(i)	the Owned Real Property; 

  

	 	(j)	the Prepaid Expenses and Deposits (to the extent transferable); 

  

	 	(k)	the Tangible Personal Property; 

  

	 	(l)	the Technology; 

  

	 	(m)	the Partnership Interest; 

  

	 	(n)	any Insurance Proceeds; and 

  

	 	(o)	all other rights, properties and assets of the Vendor exclusively used in or held by the Vendor for use in the Businesses or Publications, of whatsoever nature or kind
and wherever situated, including all proprietary exclusive content and data for the digital and online products and publications forming part of the Publications contained on any URL sites, websites or otherwise; 


other than the Excluded Assets and those items as set forth in (a) to (l) and (n) that are owned by the Partnership; 

“Purchased Contracts” means the Contracts to which the Vendor is or will prior to Closing be a party or by which the Vendor is or will
prior to Closing be bound or under which the Vendor has, or will have, any liability or contingent liability relating exclusively to the Businesses or the Purchased Assets, and includes quotations, orders, proposals or tenders, advertising and
commitments with customers and subscribers which remain open for acceptance and warranties and guarantees but, for greater certainty, excludes any such Contracts (i) for advertising commitments that do not relate to the Businesses or the
Purchased Assets, (ii) for the acquisition of newsprint, (iii) related to any of the Excluded Assets, or (iv) related to accounts payable or other current liabilities not expressly assumed by the Purchaser herein; provided that with
respect to advertising commitments relating both to one or more of the Publications and one or more other publications of the Vendor, the Purchaser and the Vendor will agree to co-operate to honour such commitments and the Purchaser shall be
entitled to receive such portion of the advertising revenue applicable to the Publications; 
 “Real Property Purchasers” has
the meaning ascribed thereto in Section 2.1(a); 
 “Receivables” means all accounts receivable, bills receivable, trade
accounts, book debts, rebates and insurance claims related to the Businesses, together with any unpaid interest accrued on such items and any security or collateral for such items, including recoverable deposits; 

“Retained Liabilities” has the meaning ascribed thereto in Section 2.1(c); 

“Services Agreement” means the agreement contemplated in Section 7.8; 
 “Shared Assets” means the Vendor’s properties, assets and rights used in or held by the Vendor for use in the Businesses or Publications and also used in or held by the Vendor for
use in the 

  
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Vendors businesses and publications other than the Businesses or Publications, such as, but not limited to, assets, contracts, intellectual property, information technology, and equipment,
including those listed or described in Schedule C; 
 “Statutory Plans” means statutory benefit plans which the Vendor is
required to comply with, including the Canada Pension Plan and plans administered pursuant to applicable health tax, workplace safety insurance and employment insurance legislation; 
 “Tangible Personal Property” means machinery, equipment, electrical devices, antennae, cables, furniture, furnishings, office equipment, computer hardware, supplies, materials, inventory,
vehicles, tools and spare parts and other tangible assets owned or used or held by the Vendor for use exclusively in or relating exclusively to the Publications; 
 “Tax Returns” means returns, reports, declarations, elections, notices, filings, forms, statements and other documents (whether in tangible, electronic or other form) and including any
amendments, schedules, attachments, supplements, appendices and exhibits thereto, made, prepared, filed or required to be made, prepared or filed by Law in respect of Taxes; 
 “Taxes” means taxes, duties, fees, premiums, assessments, imposts, levies and other similar charges imposed by any Governmental Authority under Laws, including all interest, penalties,
fines, additions to tax or other additional amounts imposed by any Governmental Authority in respect thereof, and including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, transfer, sales, goods and
services, harmonized sales, use, value-added, excise, stamp, withholding, business, franchising, property, development, occupancy, employer health, payroll, employment, health, social services, education and social security taxes, all surtaxes, all
customs duties and import and export taxes, countervail and anti-dumping, all licence, franchise and registration fees and all employment insurance, health insurance and Canada, and other government pension plan premiums or contributions; but
excluding any municipal taxes on the Owned Real Property after the Effective Time and any transfer taxes with respect to the transfer of the Owned Real Property; 
 “Technology” means Intellectual Property and Information Technology; 

“Termination Costs” has the meaning ascribed thereto in Section 9.6(f); 
 “Transferred Pension Plan” means the Postmedia Network Inc. Pension Plan for Vancouver Island Employees, Canada Revenue Agency registration number 1077056. 

“Uninsured Litigation” means the uninsured claims involving the Publications and/or the Businesses as set out in Schedule 4.16(B);

 “Uninsured Litigation Contribution” means the sum of $50,000 less any amounts expended by the Vendor in respect of the
Uninsured Litigation to the date of Closing; 
 “Unions” means those unions which are parties to the Collective Agreements as
set forth on Schedule 4.21; 
 “Union Employees” means those employees of the Businesses which are part of the Collective
Agreements as set forth on Schedule 4.21; 
 “Working Capital” means, in respect of any particular date and time, the amount by
which the Current Assets exceed or are less than, as the case may be, the Current Liabilities as at such date and time; and 

  
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	 	“Working	Capital Adjustment” means the difference between the Closing Working Capital and the Normal Working Capital. 


1.2 Certain Rules of Interpretation 
 In
this Agreement: 
  

	 	(a)	Currency – Unless otherwise specified, all references to money amounts are to lawful currency of Canada; 


 

	 	(b)	Governing Law – This Agreement is a contract made under and shall be governed by and construed in accordance with the laws of the Province of British
Columbia and the federal laws of Canada applicable in the Province of British Columbia; 

  

	 	(c)	Headings – Headings of Articles and Sections are inserted for convenience of reference only and do not affect the construction or interpretation of this
Agreement; 

  

	 	(d)	Including – Where the word “including” or “includes” is used in this Agreement, it means “including (or includes) without
limitation”; 

  

	 	(e)	No Strict Construction – The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict
construction shall be applied against any Party; 

  

	 	(f)	Number and Gender – Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include
all genders; 

  

	 	(g)	Severability – If, in any jurisdiction, any provision of this Agreement or its application to any Party or circumstance is restricted, prohibited or
unenforceable, such provision shall, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability without invalidating the remaining provisions of this Agreement and without affecting the validity
or enforceability of such provision in any other jurisdiction or without affecting its application to other Parties or circumstances; 

  

	 	(h)	Statutory references – A reference to a statute includes all regulations and rules made pursuant to such statute and, unless otherwise specified, the
provisions of any statute or regulation which amends, supplements or supersedes any such statute or any such regulation; 

  

	 	(i)	Time – Time is of the essence in the performance of the Parties’ respective obligations; and 


 

	 	(j)	Time Periods – Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by
excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next Business Day following if the last day of the period is not a Business Day. 


  
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 1.3 Knowledge 
 Any reference to the knowledge of any Party means to the actual knowledge of a senior officer of such Party after reasonable inquiry, which in the case of the Vendor shall be Paul Godfrey, Doug Lamb,
Michelle Hall, Kevin Bent and Craig Barnard. 
 1.4 Entire Agreement 
 This Agreement, the Confidentiality Agreement and the agreements and other documents required to be delivered pursuant to this Agreement or executed and delivered concurrently herewith, constitute the
entire agreement between the Parties and set out all the covenants, promises, warranties, representations, conditions and agreements between the Parties in connection with the subject matter of this Agreement and supersede all prior agreements,
understandings, negotiations and discussions, whether oral or written, pre-contractual or otherwise. There are no covenants, promises, warranties, representations, conditions, understandings or other agreements, whether oral or written,
pre-contractual or otherwise, express, implied or collateral, whether statutory or otherwise, between the Parties in connection with the subject matter of this Agreement except as specifically set forth in this Agreement, the Confidentiality
Agreement and any document required to be delivered pursuant to this Agreement or executed and delivered concurrently herewith, and the Purchaser shall acquire the Publications and the Purchased Assets as is and where is subject to the benefit of
the representations and warranties in this Agreement. 
 1.5 Schedules 
 The Schedules to this Agreement, listed below, are an integral part of this Agreement: 
  

			
	Schedule	  	Description
	Schedule A	  	Sample Calculation of Working Capital
	Schedule B	  	Included Publications and Services
	Schedule C	  	Shared Assets
	Schedule 2.4	  	Material Consents
	Schedule 4.8	  	Intellectual Property
	Schedule 4.11	  	Purchased Contracts
	Schedule 4.12	  	Licences
	Schedule 4.13	  	Financial Information
	Schedule 4.16(A)	  	Insured Litigation
	Schedule 4.16(B)	  	Uninsured Litigation
	Schedule 4.18(A)	  	Owned Real Property
	Schedule 4.18(B)	  	Leased Real Property
	Schedule 4.19	  	Environmental Matters
	Schedule 4.20(A)	  	Non-Union Employees
	Schedule 4.20(A)	  	Union Employees
	Schedule 4.20(B)	  	Employees on Leave
	Schedule 4.20(C)	  	Employment Contracts
	Schedule 4.20(D)	  	Employment Legislation Matters
	Schedule 4.20(E)	  	Benefit Plans
	Schedule 4.20(F)	  	Multi-Employer Plans
	Schedule 4.20(G)	  	Pension Plans
	Schedule 4.21	  	Collective Agreements
	Schedule 7.8	  	Postmedia Services Agreement


  
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 ARTICLE 2 
 PURCHASE AND SALE 
 2.1 Action by Vendor and Purchaser 

Subject to the provisions of this Agreement, at the Closing Time: 
  

	 	(a)	Purchase and Sale of Purchased Assets – the Vendor shall sell and the Purchaser shall, and GVIC shall cause the Purchaser to, purchase the Purchased Assets,
other than the Owned Real Property; and GVIC and the Purchaser shall cause three nominee subsidiary corporations of the Purchaser (the “Real Property Purchasers”) to purchase the Owned Real Property; 


 

	 	(b)	Assumption of Contracts and Obligations 

  

	 	(i)	the Purchaser shall, and GVIC shall cause the Purchaser to, assume the Assumed Liabilities, other than the liabilities with respect to the Owned Real Property (together
the “Assumed Real Property Liabilities”); and 

  

	 	(ii)	GVIC and the Purchaser shall cause the Real Property Purchasers to assume the Assumed Real Property Liabilities; 


but neither the Purchaser nor the Real Property Purchasers shall be liable for or assume any other obligations or liabilities of the
Vendor other than Assumed Liabilities assumed by each of them as set forth above; 
  

	 	(c)	Retained Liabilities – there shall be excluded from the Assumed Liabilities all liabilities and obligations of the Vendor not expressly assumed by the
Purchaser and the Real Property Purchasers under Section 2.1(b), including the following liabilities or obligations: 

  

	 	(i)	liabilities and obligations of the Vendor created by this Agreement; 

  

	 	(ii)	any liability or obligation for Taxes owing or accrued up until the Effective Time except as provided for in the Working Capital Adjustment; 


 

	 	(iii)	any liability or obligation for Accounts Payable (other than those of the Partnership) or Accrued Expenses except as expressly agreed herein and as provided for in the
Working Capital Adjustment; 

  

	 	(iv)	any liability or obligation for Benefit Plans and the Multi-Employer Plans prior to the Effective Time except as provided for in the Working Capital Adjustment and as
provided for pursuant to Section 9.7; 

  

	 	(v)	indebtedness of the Vendor for borrowed money; 

  

	 	(vi)	liabilities and obligations in respect of any business of the Vendor other than the Businesses; 


 

	 	(vii)	liabilities and obligations under any Contract or in respect of any assets included in the Excluded Assets; 


  
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	 	(viii)	any liability in respect of Pension Plans except as provided for pursuant to Section 9.7; 


 

	 	(ix)	any liability for Employees specifically retained by the Vendor pursuant to Sections 9.6 and 9.7; 


 

	 	(x)	any other liability of the Businesses which is not an Assumed Liability or a liability of the Partnership; and 


 

	 	(xi)	the liabilities of the Vendor under the Partnership Agreement to the Effective Time; 


(collectively the “Retained Liabilities”), all of which shall remain obligations to the Vendor.

  

	 	(d)	Payment of Purchase Price – the Purchaser shall, and GVIC shall cause the Purchaser to, pay the Purchase Price as provided in Section 3.2, provided
however that GVIC and the Purchaser shall cause the Real Property Purchasers to pay that portion of the Purchase Price allocated to the Owned Real Property, as agreed by the Vendor and the Purchaser acting reasonably; 


 

	 	(e)	Transfer and Delivery of Purchased Assets – the Vendor shall execute and deliver to the Purchaser (and with respect to the Owned Real Property, to the Real
Property Purchasers) all such bills of sale, assignments, instruments of transfer, deeds, assurances, consents and other documents as shall be necessary to effectively transfer to the Purchaser and the Real Property Purchasers, the Purchased Assets
purchased by each of them, respectively (including the transfer of the Partnership Interest); the Vendor shall deliver up to the Purchaser and the Real Property Purchasers possession of the Purchased Assets purchased by each of them, free and clear
of all Encumbrances (other than Permitted Encumbrances); and 

  

	 	(f)	Other Documents – the Vendor and Purchaser shall (and GVIC shall cause the Purchaser to) deliver, and GIVC and the Purchaser shall cause the Real Property
Purchasers to deliver, such other documents as may be necessary to complete the transactions provided for in this Agreement, including without limitation, the Services Agreement. 


2.2 Place of Closing 
 The Closing shall
take place at the Closing Time at the offices of Farris, Vaughan, Wills & Murphy LLP located at 2500 – 700 West Georgia Street, Vancouver, British Columbia, V7Y 1B3, or at such other place as may be agreed upon by the Vendor and the
Purchaser. 
 2.3 Tender 
 Any
tender of documents under this Agreement shall be made upon the Parties or their respective counsel. Any tender of money under this Agreement shall be made by delivery of: 

 

	 	(a)	electronic wire transfer; or 

  

	 	(b)	official bank draft drawn upon a Canadian chartered bank; or 


  
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	 	(c)	negotiable cheque payable in Canadian funds and certified by a Canadian chartered bank or trust company. 


2.4 Non-Assignable Rights 
 Nothing in
this Agreement shall be construed as an assignment of, or an attempt to assign to the Purchaser and its affiliates, any Contract or Governmental Authorization which, as a matter of law or by its terms, is (i) not assignable, or (ii) not
assignable without the approval or consent of the issuer thereof or the other party or parties thereto, without first obtaining such approval or consent (collectively “Non-Assignable Rights”). In connection with such Non-Assignable
Rights, the Vendor shall, at the request of the Purchaser: 
  

	 	(a)	apply for and use reasonable commercial efforts to obtain all consents or approvals contemplated by those material Purchased Contracts listed in Schedule 2.4 (the
“Material Consents”); and 

  

	 	(b)	co-operate with the Purchaser in any reasonable commercial arrangements designed to provide the benefits of such Non-Assignable Rights to the Purchaser and its
affiliates, including holding any such Non-Assignable Rights in trust for the Purchaser and its affiliates or acting as agent for the Purchaser, in each case at the Purchaser’s expense. 


Notwithstanding the foregoing, the transfer of the Partnership Interest shall not be a Non-Assignable Right and the consent to that assignment shall be
obtained prior to Closing, provided that if such consent is not obtained or if any matter relating to the Partnership shall cause the Purchaser’s conditions to closing not be met, the Vendor shall have the option to remove the Partnership
Interest as a Purchased Asset and upon exercise of such option, the Purchase Price shall be reduced by $240,000. Subject to the terms of the Partnership Agreement, at the option of the Vendor or the Purchaser, the Partnership Interest shall be
purchased by the Purchaser from the Vendor, provided that the consent of the other party to the Partnership Agreement has been obtained to permit that purchase for a price of $240,000; provided that such purchase option may be exercised by the
Purchaser only after the Partnership has made a distribution to the Vendor of its 70% share of the Partnership’s cash on hand. Such purchase or sale option may be exercised on written notice to the Vendor or the Purchaser, as the case may be.
The Vendor will not sell the Partnership Interest to any other Person other than the other party to the Partnership Agreement. 
 2.5
Allocation of Revenues 
 The Parties agree that any monies received by a Party, and which monies are to be allocated to the other Party
pursuant to the provisions of this Agreement, shall be held in trust for that other Party and remitted to that other Party as soon as is practicable. The Parties agree that any dispute with respect to such monies shall be referred to arbitration in
accordance with the provisions of Section 12.1 hereof. 
 2.6 Allocation of the Purchase Price 

 

	 	(a)	 The allocation of the Purchase Price among the Purchased Assets will be allocated in a manner to be determined between the Vendor and the Purchaser,
each acting reasonably, within 60 days following the Closing Date. If the Purchaser and the Vendor fail to agree on the allocation of the Purchase Price within 60 days following the Closing Date, the Purchaser and the Vendor will refer the items in
dispute to the Independent Auditor for determination within 5 Business Days after the 60 day period. The Purchaser and the Vendor will each deliver notice of such dispute in writing to the Independent Auditor within such 5 Business Day period. The
notice will detail the items disputed by a Party, including the basis for such dispute. The Independent Auditor will be permitted to review all working papers, books of account and other documents relating to the




  
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Businesses relevant to the preparation and determination of the allocation of the Purchase Price, and will determine the item or items in dispute within 15 Business Days following the referral
thereof. Upon completion by the Independent Auditor of the review, the Independent Auditor will deliver to the Vendor and to the Purchaser its report setting out their determination of the items in dispute. The determination of the Independent
Auditor regarding the allocation of the Purchase Price will be final and binding on the Purchaser and the Vendor. The costs of the Independent Auditor will be allocated between the Vendor and the Purchaser as determined by the Independent Auditor
proportionately and based on the relative success of the Parties in such dispute. The Vendor and the Purchaser shall file their respective income Tax Returns in a manner consistent with the final allocation of the Purchase Price. If the allocation
of the Purchase Price is disputed by any taxation or other Governmental Authority, the Party receiving notice of such dispute will promptly notify the other Party and the Parties will use their commercially reasonable efforts to sustain the final
allocation 

  

	 	(b)	The Parties agree that the consideration for the undertaking by the Vendor not to compete in accordance with the terms of the non-competition agreement to be entered
into as contemplated in Section 7.7 is an amount received or receivable by a corporation that was an “eligible corporation” (within the meaning assigned to that term in subsection 56.4(1) of the Income Tax Act (Canada), as set
out in the Income Tax Amendments Act, 2010) and will be $500,000. The Parties further agree that the Non-Compete Covenant may reasonably be considered to have been granted by the Vendor to the Purchaser in order to maintain or preserve the
value of the goodwill of the Businesses acquired by the Purchaser in accordance with the terms of this Agreement. 


ARTICLE 3 

PURCHASE PRICE 
 3.1
Purchase Price 
 Subject to an adjustment required pursuant to Section 3.3 or 9.7 the amount payable by the Purchaser and the Real
Property Purchasers for the Purchased Assets (the “Purchase Price”), exclusive of all applicable sales and transfer taxes, shall be the amount of $58.5 million CAD (The “Closing Date Payment”) plus the assumption of
the Assumed Liabilities. 
 3.2 Satisfaction of Purchase Price 

 

	 	(a)	The Purchaser shall, and GVIC shall cause the Purchaser to, satisfy the Purchase Price at the Closing Time by (i) assuming the Assumed Liabilities in the manner
provided in Section 2.1(b) and (ii) the payment by the Purchaser and the Real Property Purchasers of $58.5 million CAD to the Vendor directly, or in accordance with the Vendor’s instructions provided by the Vendor at least one
Business Day prior to the Closing Time, in the manner provided in Section 2.3. 

 3.3 Delivery of Working Capital
Statement 
  

	 	(a)	 For the purposes of finally determining the final Purchase Price, the Vendor will, within 60 Business Days following the Closing Date, prepare,
finalize and deliver to the Purchaser, a statement (the “Final Statement”) setting out the final calculation of the amount of the Normal Working Capital, Current Assets, Current Liabilities and resulting Closing Working Capital and
Working Capital Adjustment as at the Effective Time. The Final Statement will also set out the calculation of the resulting final adjustment to the Purchase Price, and will set out the difference, if any, between the final Purchase Price as




  
 - 19 -









 
so determined and the Closing Date Payment and the amount, if any, which the Purchaser may be required to pay to the Vendor or which the Vendor may be required to pay to the Purchaser. The Final
Statement and all components thereof will be prepared in accordance with Schedule A hereto. All Parties agree to cooperate with one another in the preparation of the Final Statement, including providing access to each Party’s employees to the
other Parties if necessary. 
  

	 	(b)	If the Purchaser does not in good faith dispute the contents of the Final Statement within the 45 days of receiving the Final Statement from the Vendor, the contents
thereof will be binding on the Purchaser and the Vendor. 

  

	 	(c)	If the Purchaser has disputed the contents of the Final Statement within such 45 day period, the items in dispute will, in the absence of a negotiated agreement between
the Vendor and the Purchaser within 30 days after the end of the 45 day period (the “30 Day Period”), be referred to the Independent Auditor within 5 Business Days of the 30 Day Period for determination. The Purchaser will deliver
its notice of such dispute in writing to the Vendor within such 45 day period and such notice will detail the items on the Final Statement which the Purchaser disputes, including the basis for such dispute. 


 

	 	(d)	The Independent Auditor will be permitted to review the Final Statement together with all working papers, books of account and other documents relating to the
Businesses relevant to the preparation of the Final Statement including any written submission made by the Vendor and/or the Purchaser within 5 Business Days of the referral to the Independent Auditor, and will determine the item or items in dispute
within 15 Business Days following the referral thereof to the Independent Auditor. For certainty, the Independent Auditor will determine whether the treatment of any items in dispute in the Final Statement is consistent with the treatment of such
items in the sample calculation of Working Capital set out in Schedule A. 

  

	 	(e)	Upon completion by the Independent Auditor of the review, the Independent Auditor will deliver to the Vendor and to the Purchaser its report setting out their
determination of the items in dispute. The determination of the Independent Auditor will be final and binding on the Purchaser and the Vendor. 

  

	 	(f)	The costs of the Independent Auditor will be allocated between the Vendor and the Purchaser as determined by the Independent Auditor proportionately and based on the
relative success of the Parties in such dispute. 

  

	 	(g)	If following the approval or deemed approval by the Purchaser of the Final Statement, or the determination by the Independent Auditor of the Working Capital Adjustment,
whichever is later (the “Determination Date”), 

  

	 	(i)	if the Working Capital Adjustment is a positive amount, that amount shall be paid forthwith after the Determination Date by the Purchaser to the Vendor; and


  

	 	(ii)	if the Working Capital Adjustment shows a deficit (the “Deficit”), the Deficit shall be paid forthwith after the Determination Date by the Vendor to
the Purchaser. 

 Any payment hereunder will be an adjustment to the Purchase Price. 

  
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 3.4 Valuation of Inventories and Prepaid Expenses and Deposits 

For the purposes of this Agreement, including the calculation of the Working Capital Adjustment, the value of the Inventories and Prepaid Expenses and
Deposits shall be the lower of cost or net realizable value thereof as set out in the Books and Records; provided that the Inventories shall exclude any impaired or obsolete Inventories. 
 3.5 Transfer Taxes 
 The Purchaser or the Real Property Purchasers, as applicable, shall be
liable for and shall pay, and GVIC shall cause each of them to pay, all federal and provincial sales, transfer, land transfer and goods and services taxes, harmonized sales taxes (including any retail sales taxes) and all other taxes, duties, fees,
registration charges or other like charges of any jurisdiction (except income taxes) properly payable in connection with the transfer of the Purchased Assets by the Vendor to them, provided that the Real Property Purchasers shall be liable for all
transfer taxes payable on the transfer of the Owned Real Property and GVIC and the Purchaser shall cause the Real Property Purchasers to pay such transfer taxes. Upon reasonable request of the Vendor, the Purchaser or Real Property Purchasers shall
furnish proof of payment, of any taxes paid to any Governmental Authorities to the Vendor. 
 3.6 ETA Election 

The Parties will use their commercially reasonable efforts in good faith to minimize any taxes payable under the ETA in respect of the sale and transfer
of the Purchased Assets hereunder by, making a joint election under Section 167 of the ETA, if applicable, and under any similar provision of any applicable provincial legislation, in the form prescribed for the purposes of that provision and
the Purchaser shall file such election with the Canada Revenue Agency within the prescribed time periods. The Real Property Purchasers will provide the Vendor with a GST Undertaking and Indemnity at Closing. 

ARTICLE 4 

REPRESENTATIONS AND WARRANTIES OF THE VENDOR 
 The Vendor hereby represents and warrants to the Purchaser the matters set out below and acknowledges that the Purchaser is relying on such representations and warranties in connection with the purchase
of the Purchased Assets; provided that all representations and warranties relating to (whether expressly or implicitly) the Partnership, the business carried on by the Partnership and the Partnership Assets, whether or not so indicated, are
qualified by, and based solely on, the Vendor’s knowledge as non-operating partner. 
 4.1 Formation and Authorization to Carry on
Business 
 The Vendor is a corporation validly incorporated and existing under the laws of Canada. The Vendor is duly registered, licensed
or qualified to carry on business under the laws of each jurisdiction in which the nature of the Businesses (other than the Partnership Business) or the Purchased Assets makes such registration, licensing or qualification necessary. 

4.2 Due Authorization and Enforceability of Obligations 
 The Vendor has all necessary corporate power, authority and capacity to enter into this Agreement and to carry out its obligations under this Agreement and any other Contracts to be entered into by the
Vendor as provided herein, and to own the Purchased Assets and to carry on the Businesses (other than the Partnership Business) as now being carried on by it. The execution and delivery of this Agreement and the consummation of the transactions
contemplated by this Agreement will have been duly authorized by all necessary corporate action on the part of the Vendor at the Closing Time. This Agreement constitutes 

  
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a valid and binding obligation of the Vendor enforceable against it in accordance with its terms subject to the usual exceptions as to bankruptcy and the availability of equitable remedies. At
the Effective Time, each of the contracts required by this Agreement to be delivered by the Vendor will be duly executed and delivered by the Vendor and will be valid and binding obligations of the Vendor, enforceable in accordance with its terms,
subject to the usual exceptions of bankruptcy, and the availability of equitable remedies. 
 4.3 No Other Agreement to Purchase

 No Person other than the Purchaser under this Agreement has any written or oral agreement or option or any right or privilege (whether by
law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase or acquisition from the Vendor of the Businesses or any of the Purchased Assets, other than pursuant to purchase orders accepted by the Vendor in the
ordinary course of business, and other than as provided in the Partnership Agreement. 
 4.4 Absence of Conflicts 

Except for the Credit Agreements, neither the Vendor nor the Partnership is a party to, bound or affected by or subject to any: 

 

	 	(a)	Contract, agreement, undertaking or other covenant; 

  

	 	(b)	charter or by-law; or 

  

	 	(c)	Laws or Governmental Authorizations; 

 which
would be violated, breached by, or under which default would occur or an Encumbrance would be created as a result of the execution and delivery of, or the performance by the Vendor of obligations under, this Agreement or any other agreement to be
entered into under the terms of this Agreement except, in the case of (a) and (c) above, where such violation, breach, default or encumbrance would not reasonably be expected to result in a Material Adverse Effect. There has been no sale,
assignment, subletting, licensing or granting of any rights in or other disposition of or in respect of any of the Purchased Assets or any granting of any agreement or right capable of becoming an agreement or option for the purchase, assignment,
subletting, licensing or granting of any rights in or other disposition of any of the Purchased Assets other than pursuant to the provisions of, or as disclosed in, this Agreement or in the ordinary course of business. 

4.5 Regulatory Approvals 
 No approval,
Order, consent of or filing with any Governmental Authority, except for Competition Act Approval, is required on the part of the Vendor, in connection with the execution, delivery and performance of this Agreement or any other documents and
agreements to be delivered under this Agreement or the performance of the Vendor’s obligations under this Agreement or any other documents and agreements to be delivered under this Agreement other than those approvals, Orders, consents or
filings where any failure to obtain or perform would not have a Material Adverse Effect. 
 4.6 Compliance with Law 

To the knowledge of the Vendor, the Businesses and operations of the Publications are conducted in compliance with all Laws other than Environmental Laws
which are specifically addressed in s. 4.19, except where the failure to comply would not reasonably be expected to result in a Material Adverse Effect. 

  
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 4.7 Title to Purchased Assets and Use 
 The Vendor has the right to possess, use, and sell the Purchased Assets, subject only to the rights of the other parties to the Purchased Contracts and the Partnership Agreement and subject to Permitted
Encumbrances. At the Effective Time, the Vendor will have full legal right, power and authority to sell, assign and transfer the Purchased Assets (other than the Non-Assignable Rights) to the Purchaser free of all Encumbrances, other than Permitted
Encumbrances including those set forth on Schedule 4.7. The Purchased Assets, the Partnership Assets, together with the Shared Assets and the Excluded Assets comprise all of the property, rights and assets of the Vendor used in connection with the
Businesses as carried on, on the date hereof. 
 4.8 Intellectual Property 
 Except as set out in Schedule 4.8(A), the Vendor or the Partnership is the owner of or has the right to use all Intellectual Property used or required for use by each of the Vendor or the Partnership in
connection with the Businesses as now used by the Vendor or the Partnership, including, without limitation, all material licences and all like rights used by or granted to the Vendor or the Partnership in connection with the Publications and the
Businesses. Schedule 4.8 sets out all the registered business names, trade names, trade-marks and service marks, copyright, domain names, website names and world wide web addresses issued to except as set out in Schedule 4.8(A) or owned or held by
the Vendor or the Partnership exclusively in connection with the Publications or exclusively used in any manner in connection with the Businesses and forming part of the Intellectual Property. Except as set out in Schedule 4.8(A), the Vendor is not
a party to or bound by any Contract, save and except for Contracts forming part of the Shared Assets, that limits or impairs its ability to sell, transfer, assign or convey the material Intellectual Property. Except as set out in Schedule 4.8(A), to
the knowledge of the Vendor, there are no outstanding claims of any infringement or breach in any material respect by the Vendor or the Partnership in connection with the Businesses of any intellectual property rights of any other Person, and the
Vendor has not received any written notice that the conduct of the Businesses, including the use of the material Intellectual Property, infringes upon or breaches any intellectual property rights of any other Person, and to the knowledge of the
Vendor, there has been no infringement or violation of any of the Vendor’s rights in the material Intellectual Property by any other Person. Except as set out in Schedule 4.8(A), to the knowledge of the Vendor, there exists no state of facts
which casts doubt on the validity or enforceability of any of the material Intellectual Property. 
 4.9 Insurance 

 

	 	(a)	The Vendor has all fixed assets, including all buildings and structures on the Owned Real Property included in the Purchased Assets and all such fixed assets of the
Partnership insured against loss or damage by all insurable hazards or risks in accordance with prudent commercial practice for the industry in which the Businesses operate and such insurance coverage will be continued in full force and effect to
and including the Effective Time. To its knowledge, the Vendor is not in default in any material respect with respect to any of the provisions contained in any such insurance policy and has not failed to give any notice or present any claim under
any such insurance policy in a due and timely fashion. 

  

	 	(b)	To the Vendor’s knowledge and belief, none of the proceedings under Insured Litigation makes any claim or allegation not covered by the insurance policies that is
likely or capable of succeeding. The amounts claimed against the Vendor under the insurance policies for all litigation including the Insured Litigation is within any maximum limitation amount of the insurance policies. 


  
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 4.10 No Expropriation 
 No part of the Purchased Assets or Partnership Assets has been taken or expropriated by any Governmental Authority, nor has any notice or proceeding in respect thereof been given or commenced, and to the
knowledge of the Vendor, there exists no intent or proposal to give any such notice or commence any such proceedings. 
 4.11 Purchased
Contracts 
 Schedule 4.11 lists all of the Purchased Contracts that are material to the (i) Times Colonist; or (ii) the other
Publications, and all amendments thereto (true and complete copies of which have been provided to the Purchaser) (the “Total Contracts”). For purposes of this section 4.11, the term “material” shall not have the meaning as
defined in s. 1.1, but shall have its ordinary meaning. The Total Contracts are, in all material respects, in good standing, in full force and effect and are enforceable against the Vendor or the Partnership (subject to usual exceptions as to
bankruptcy and the availability of equitable remedies) and the Vendor or the Partnership has performed all of the material obligations required to be performed by it and is entitled to all benefits under, and neither the Vendor nor the Partnership
nor to the knowledge of the Vendor, any other parties to such Total Contracts is in default or alleged to be in default of any Total Contract, except where such failure to perform, non-entitlement or default would not reasonably be expected to have
a Material Adverse Effect. 
 The Vendor has not received written notice of any material default, breach or termination of any of the Total
Contracts or of any fact or circumstance which would result in such a material default, breach or termination. 
 None of the interests of the
Vendor or the Partnership in or arising under the Total Contracts has been assigned or at Closing will be subject to any Encumbrance (which is not a Permitted Encumbrance) other than Encumbrances for which an Encumbrance discharge will be delivered
at Closing. 
 4.12 Licences 

Schedule 4.12 sets out a list of all licences, permits, approvals, consents, certificates, registrations and authorizations (whether governmental,
regulatory or otherwise) (the “Licences”) held by or granted to the Vendor or the Partnership and required in connection with the Businesses, except for such Licenses the absence of which has not had, and which would not reasonably
be excepted to have, a Material Adverse Effect. Each such Licence is valid, subsisting and in good standing and the Vendor is not in default or breach of any such Licence in any material respect. No proceeding is pending or to the knowledge of the
Vendor, threatened to revoke or limit any such Licence. 
 4.13 Financial Information 

 

	 	(a)	The balance sheet for the Businesses as at August 31, 2011 and the earnings statement for the Businesses for the fiscal year ending August 31, 2011, have been
provided to the Purchaser and GVIC (together the “Financial Information”). Except as detailed in Schedule 4.13 the Financial Information has been prepared in accordance with GAAP applied on a basis consistent with past practice and
presents fairly in all material respects the financial position and results of operation of the Businesses as at the respective dates of the Financial Information. 


 

	 	(b)	The Financial Information has been derived from the accounting books and records of the Businesses and presents fairly, in all material respects, the combined financial
position and results of operations of the Businesses as of and for the date and period thereof. 


  
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	 	(c)	The balance sheet forming part of the Financial Information does not reflect any material asset that is not intended to constitute part of the Businesses after giving
effect to the transactions contemplated hereunder (excluding routine dispositions of assets in the ordinary course of business consistent with past practice) other than the Excluded Assets, and the statement of earnings for the year ended
August 31, 2011 included in the Financial Information does not reflect the results of any material operations of the Vendor, the Partnership or any other Person, other than College Printers and the shared services to be provided to the
Purchaser pursuant to the Services Agreement, that are not intended to constitute a part of the Businesses after giving effect to the transactions contemplated herein. Such statement of earnings reflects all material costs that historically have
been incurred in connection with the operation of the Businesses. For greater certainty, the Financial Information does not reflect the minority interest in the Partnership. 


 

	 	(d)	Other than the Current Liabilities, the Businesses do not have any indebtedness outstanding to any third parties, other than for greater certainty indebtedness to
Vendor or other businesses operated by the Vendor. 

 4.14 Books and Records 

The Books and Records of the Vendor and the Partnership in connection with the Businesses have been maintained, in all material respects, in accordance
with good business and bookkeeping practice and all financial transactions of the Vendor and the Partnership relating to the Businesses have been accurately recorded, in all material respects, in such books and records. 

4.15 Absence of Changes 
 Since
August 31, 2010 the Businesses have been carried on only in the ordinary course of business consistent with past practice and there has not been: 
  

	 	(a)	any Material Adverse Effect; 

  

	 	(b)	any material damage, destruction or loss (whether or not covered by insurance) in connection with the Purchased Assets and Partnership Assets; 


 

	 	(c)	any material obligation or liability incurred by the Vendor in connection with the Businesses, other than those incurred in the ordinary course of business or as
disclosed in any Purchased Contract or any Contract of the Partnership; or 

  

	 	(d)	any material licence, sale, assignment, transfer or disposition of any Purchased Assets or Partnership Assets, other than in the ordinary course of business;


 and the Vendor has not authorized or agreed or otherwise become committed to do any of the foregoing and has not expressly
authorized the Partnership to do any of the foregoing. 
 4.16 Litigation and Other Proceedings 

Except as described in Schedule 4.16(A) and Schedule 4.16(B), as of the date hereof, there are no court, administrative, regulatory or similar proceedings
(whether civil, quasi-criminal or criminal), arbitration or other dispute resolution procedures, investigations or inquiries by any governmental administrative, regulatory or similar body, or any similar matters or proceedings (collectively,
“Proceedings”) taken, pending against or, to the knowledge of the Vendor, threatened against or involving the Vendor, the Partnership or any employee of the Vendor or the Partnership, in each case in connection with the


  
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Businesses. There is no judgment, decree, injunction, rule, award or order of any Governmental Authority outstanding against the Vendor, or, to the knowledge of the Vendor, the Partnership or any
employee of the Vendor or the Partnership, any case in connection with the Businesses, the Purchased Assets or the Partnership Assets. There is no litigation, proceeding or investigation pending or, to the Vendor’s knowledge, threatened against
or affecting the Vendor that questions the validity or enforceability of this Agreement or any other document, instrument or agreement to be executed and delivered by the Vendor in connection with the transactions contemplated by this Agreement.

 4.17 Residency 
 The Vendor
is a resident of Canada for the purposes of the Tax Act. The Vendor is a registrant for purposes of the ETA whose registration number is 81468 9469. 
 4.18 Leased Real Property and Owned Real Property 
  

	 	(a)	Schedule 4.18(A) sets forth a complete list of the Owned Real Property. The Vendor is the beneficial owner of, and has good and marketable title in fee simple to, the
Owned Real Property free and clear of all Encumbrances except for Permitted Encumbrances. 

  

	 	(b)	Schedule 4.18(B) sets forth a complete list of the Leased Real Property and the leases related thereto (the “Leases”) by the Vendor and the Partnership
with respect to the Businesses including leases in which the Vendor is the landlord. Neither the Vendor nor the Partnership has transferred, assigned, subleased, hypothecated, pledged or encumbered any of its respective rights or interests under any
Lease except for the Credit Agreements. Neither the Vendor nor the Partnership has received any written notice from any landlord or sub-landlord or any other party of the termination of any Lease. Each such Lease granting the Vendor or the
Partnership its right, title or interest in the Leased Real Property is valid without material default or breach thereunder by the Vendor or the Partnership and no circumstance or set of circumstances exists (including this Agreement) which, with
the giving of notice or the passage of time, or both, would permit any applicable landlord, licensor, sub-landlord, lessee, to terminate any Lease or to seek payment of a fee in connection with this Agreement and, to the knowledge of the Vendor, the
grantor of such right, title or interest in the Leased Real Property has not taken any actions and has no intent to terminate any Lease. 

  

	 	(c)	Except as disclosed in Schedule 4.18(B), the Leases related to the Leased Real Property have not been materially altered or amended, are in good standing, and are in
full force and effect. Upon the consummation of the transactions contemplated by this Agreement, the Leases will continue to be valid, binding and in full force and effect subject to the receipt of any required consents from any landlord in
connection with the transactions contemplated by this Agreement. The Purchaser has been provided with true and complete copies of all Leases. 

  

	 	(d)	The Vendor has disclosed to the Purchaser all material surveys, mechanical and structural reports and environmental reports relating to the Owned Real Property in its
possession. 

 4.19 Environmental Matters 
  

	 	(a)	 To the knowledge of the Vendor and except as disclosed in Schedule 4.19, the Purchased Assets, the Owned Real Property, the Leased Real Property, the
operation of the Businesses and the production and distribution of the Publications, have been and are in material compliance with applicable Environmental Protection Laws for at least the past 5 years. To the knowledge of the Vendor, no condition
exists or event has occurred with 



  
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respect to the Businesses which, with or without notice or the passage of time or both, would constitute a material violation of or give rise to material liability under applicable Environmental
Protection Laws. 
  

	 	(b)	Other than as permitted pursuant to Environmental Protection Laws, to the knowledge of the Vendor and except as disclosed in Schedule 4.19, no Hazardous Materials are
present on, in, under, around or adjacent to the Owned Real Property and the Leased Real Property in concentrations that are in excess of those permitted under Environmental Protections Laws (having regard to current use) and, to the knowledge of
the Vendor, no Hazardous Materials are migrating to or from any of the Owned Real Property or the Leased Real Property in contravention of any Environmental Protection Laws. To the knowledge of the Vendor, the Vendor has not used or permitted the
use, and the former owners of the Businesses have not used or permitted the use of, any of the Purchased Assets, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Material except in
compliance with applicable Environmental Protection Laws. 

  

	 	(c)	To the knowledge of the Vendor and except as disclosed in Schedule 4.19, no investigations have or are being conducted, taken or threatened by any Governmental
Authority under or pursuant to any Environmental Protection Laws or in relation to Hazardous Materials with respect to the Businesses, any Purchased Assets or Partnership Assets. 


 

	 	(d)	There are no outstanding material claims, actions, orders, decrees, rulings or directions made or other judicial/regulatory proceedings commenced, or to the knowledge
of the Vendor, threatened, relating to Environmental Protection Laws or Hazardous Materials in respect of the Businesses, the Purchased Assets or the Partnership Assets, nor has the Vendor received notice of any of the same.


  

	 	(e)	To the knowledge of the Vendor and except as disclosed in Schedule 4.19, none of the Owned Real Property or Leased Real Property contain any: (i) underground
storage tanks, above ground storage tanks, asbestos, polychlorinated biphenyls, toluene, lead paint; (ii) underground injection wells; (iii) radioactive materials; (iv) septic tanks or waste disposal pits in which Hazardous Materials
have been discharged or disposed other than as permitted pursuant to Environmental Protection Laws. 

 4.20 Employment Matters

  

	 	(a)	Schedule 4.20(A) sets forth a complete list of, Non-Union Employees to whom the Purchaser shall make an offer of employment, together with their titles, seniority,
salaries or hourly rate of pay, date of hiring, last raise date, benefits, vacation entitlement and commission entitlements and bonus entitlements, and all Union Employees together with their titles, seniority, salaries or hourly rate of pay, date
of hiring, last raise date, benefits, vacation entitlement and commission entitlements and bonus entitlements. As of the date of this Agreement, none of such Non-Union Employees are on long term disability leave, parental leave or sabbatical leave,
except as set forth on Schedule 4.20(B) (the “Employee on Leave”). 

  

	 	(b)	 Except for those Employment Contracts listed in Schedule 4.20(C), there are no written Employment Contracts with any Non-Union Employees or Partnership
Employees which are not terminable on the giving of reasonable notice in accordance with Laws. Current and complete copies of all Employment Contracts with any Non-Union Employees and




  
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Partnership Employees, (including a summary of any unwritten terms or amendments) have been made available to the Purchaser. 

 

	 	(c)	Except as disclosed in Schedule 4.20(D), there are no grievances, claims, work orders, investigations or charges outstanding, or to the knowledge of the Vendor,
anticipated, nor are there any orders, decisions, directions or convictions currently registered or outstanding by any tribunal agency against or in respect of the Vendor relating to the Employees or Partnership Employees under or in respect of any
Employment Legislation. The Vendor and the Partnership is, with respect to the Employees and Partnership Employees, as the case may be, in compliance in all material respects with all Laws respecting employment, employment practices and standards,
terms and conditions of employment, equal employment opportunity, non-discrimination, wages, hours benefits, workers compensation, occupational safety and health and plant closing. 


 

	 	(d)	All accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, Canada Pension Plan premiums, wages, salaries, bonuses and commissions and
employee benefit plan payments for the Non-Union Employees have been reflected in the books and records of the Vendor and in the Financial Information and for the Partnership Employees have been reflected in the books and records of the Partnership.
At the Effective Time, all bonuses in respect of the 2011 fiscal year shall have been paid to the Employees or will be included in Current Liabilities for purposes of the Working Capital calculation. 


 

	 	(e)	The Vendor has furnished to the Purchaser true, correct, up-to-date, and complete copies of all Benefit Plans (or, where oral, written summaries of the material terms
thereof) as amended as of the date hereof, including the most recent personnel manuals, booklets, brochures, summaries, descriptions and manuals prepared for, and circulated to, the Employees, the Partnership Employees and each of their dependants
and beneficiaries concerning the Benefit Plan. 

  

	 	(f)	The only Benefit Plans applicable to the Businesses and the Employees are the Benefit Plans as set forth on Schedule 4.20(E). 


 

	 	(g)	The only multi-employer pension and benefit plans for the Union Employees are the multi-employer pension and benefit plans as set forth on Schedule 4.20(F) (the
“Multi-Employer Plans”). 

  

	 	(h)	The only pension plans other than Multi-Employer Plans applicable to the Businesses, the Employees and the Partnership Employees are the pension plans as set forth on
Schedule 4.20(G) (the “Pension Plans”). The Vendor has made all payments and material filings required to be made by it under Laws pursuant to the Pension Plans and the Multi-Employer Plans. 


4.21 Collective Agreements 
 Schedule
4.21 sets out a complete list of the Collective Agreements related to the Businesses, which are all of the collective agreements between the Vendor and any bargaining agent or union which applies to any Union Employee. Current copies of the
Collective Agreements have been made available to the Purchaser. Except as disclosed on Schedule 4.21, as at the date hereof, there are no pending or threatened strikes, lock-outs, work-to-rule, slow-down, picketing, work stoppage, grievances,
charges of unfair labour practice, complaints or applications pursuant to Employment Legislation by or involving any of the Employees. There are no applications for certification of any Non-Union Employees or Partnership Employees as a bargaining
unit. 

  
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 4.22 Tax Matters 
  

	 	(a)	Each of the Vendor and the Partnership, in connection with the Businesses, has remitted to the appropriate tax authority, when required by Law to do so, all amounts
collected by it on account of HST. 

  

	 	(b)	There is no failure of the Vendor or the Partnership to duly and timely pay all Taxes, including all instalments on account of Taxes for the current year, that are due
and payable by it which could result in an Encumbrance on the Purchased Assets or the Partnership Assets. 

  

	 	(c)	To the knowledge of the Vendor, there are no material proceedings, investigations, audits or Claims now pending or threatened against the Vendor or the Partnership in
respect of any Taxes which would result in an Encumbrance on the Purchased Assets or the Partnership Assets and there are no material matters under discussion, audit or appeal with any Governmental Authority relating to any Taxes which would result
in an Encumbrance on the Purchased Assets or the Partnership Assets. 

 4.23 Sufficiency of Assets 

The Purchased Assets, the Partnership Assets, the Excluded Assets and the Shared Assets are, in all material respects, sufficient to carry on the business
of the Publications, consistent with past practice, and except for the Excluded Assets and the matters contemplated in the Services Agreement (Schedule 7.8), constitute all of the assets used or held exclusively or primarily by the Vendor in the
operation of the Businesses and the Publications. The Vendor has delivered to the Purchaser, a complete list of the Shared Assets to facilitate an orderly transition of the Business. 
 4.24 Post Retirement Benefits 
 No Benefit Plans promise or provide Post Retirement Benefits
to any Person. 
 4.25 Regarding the Partnership 
  

	 	(a)	The Partnership is a general partnership, established, organized and existing under the laws of British Columbia, and has the power to own and operate its property,
carry on the Partnership Business and the Partnership is not required to be qualified, licensed or registered to carry on the Partnership Business in any jurisdictions other than British Columbia. 


 

	 	(b)	The Partnership is authorized to issue an unlimited amount of partnership interests. 


 

	 	(c)	Except for the Purchaser’s right under this Agreement, no Person has any written or oral agreement, option or warrant or any right or privilege (whether by Law,
pre-emptive or contractual) capable of becoming such for the purchase, subscription, allotment or issuance of any of the unissued partnership interests of the Partnership or any of the Partnership Assets. 


 

	 	(d)	 The Partnership Interest is registered in the name of the Vendor and the Vendor is the beneficial owner thereof, with a good title, free and clear of
all Encumbrances other than those restrictions on transfer, if any, contained in the Partnership Agreement and the Credit Agreements. Upon completion of the transactions contemplated by this Agreement, the Purchaser will have good and valid title to
the Partnership Interest, free 



  
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and clear of all Encumbrances other than (i) those restrictions on transfer, if any, contained in the Partnership Agreement, and (ii) Encumbrances granted by the Purchaser. 

 

	 	(e)	Since August 31, 2010 the Partnership has not directly or indirectly purchased any partnership interest or made any repayment of capital on the partnership
interest or otherwise acquired any of its partnership interests or agreed to do so, nor has the Partnership made any election under any applicable Tax Law. 


 

	 	(f)	The Partnership does not have any subsidiary or owns any shares, units, interests and partnership interest or other ownership interests in any corporation, partnership,
limited partnership or other entity and has no agreement of obligation to acquire such an interest. 

 4.26 No Broker

 The Vendor has carried on all negotiations relating to this Agreement and the transactions contemplated in this Agreement directly and
without intervention on its behalf of any other party in such manner as to give rise to any valid claim for a brokerage commission, finder’s fee or other like payment. 
 4.27 Independent Auditor 
 Deloitte & Touche LLP is independent with respect to the
Vendor within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of British Columbia. 

ARTICLE 5 

REPRESENTATIONS AND WARRANTIES OF GVIC AND THE PURCHASER 
 Each of GVIC and the Purchaser hereby represents and warrants to the Vendor the matters set out below and acknowledges that the Vendor is relying on such representations and warranties in connection with
the purchase of the Purchased Assets. 
 5.1 Formation 
 The Purchaser is a limited partnership that is wholly-owned directly or indirectly by GVIC and validly established and existing under the laws of British Columbia and each of 0920234 B.C. Ltd., the
general partner of the limited partnership (the “General Partner”), and the Real Property Purchasers, will be, as of the Closing Date, a corporation validly incorporated and existing within the laws of British Columbia, wholly-owned
directly or indirectly by GVIC. 
 5.2 Due Authorization and Enforceability of Obligations 

The Purchaser has, and the Real Property Purchasers will have, all necessary power, authority and capacity to enter into this Agreement and to carry out
its obligations under this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporation and partnership action on behalf of the
Purchaser by its General Partner and will be duly authorized by all necessary corporate action by the Real Property Purchasers prior to the Closing. This Agreement constitutes a valid and binding obligation of the Purchaser enforceable against it in
accordance with its terms subject to the usual exceptions as to bankruptcy and the availability of equitable remedies. 
 5.3 Absence of
Conflicts 
 The Purchaser is not, and the Real Property Purchasers will not be, a party to, bound or affected by or subject to any material:


  
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	 	(a)	Contract; 

  

	 	(b)	charter or by-law provision; or 

  

	 	(c)	Laws or Governmental Authorizations; 

 which
would be violated, breached by, or under which default would occur or an Encumbrance would be created as a result of the execution and delivery of, or the performance of their respective obligations under, this Agreement or any other agreement to be
entered into under the terms of this Agreement. 
 5.4 Financial Ability 
 GVIC has cash on hand or firm commitments from its lenders, in amounts sufficient to allow it to pay the Purchase Price including that portion to be paid by the Real Property Purchasers including any
adjustments, to fund the Assumed Liabilities and all other costs and expenses in connection with the consummation of the transactions and to complete its obligations contemplated by this Agreement. 

5.5 Litigation 
 There are no Claims,
investigations or other proceedings, including appeals and applications for review, in progress or, to the knowledge of the Purchaser, pending or threatened against or relating to the Purchaser which, if determined adversely to the Purchaser, would,

  

	 	(a)	prevent the Purchaser and the Real Property Purchasers from paying the Purchase Price to the Vendor; 


 

	 	(b)	enjoin, restrict or prohibit the transfer of all or any part of the Purchased Assets as contemplated by this Agreement; or 


 

	 	(c)	prevent the Purchaser from fulfilling any of its obligations set out in this Agreement or arising from this Agreement. 


5.6 Regulatory Approvals 
 No approval,
Order, consent of or filing with any Governmental Authority, except for Competition Act Approval, is required on the part of the Purchaser, in connection with the execution, delivery and performance of this Agreement or any other documents and
agreements to be delivered under this Agreement or the performance of the Purchaser’s obligations under this Agreement or any other documents and agreements to be delivered under this Agreement other than those approvals, Orders, consents or
filings where any failure to obtain or perform would not have a material adverse effect. 
 5.7 No Broker 

The Purchaser has carried on all negotiations relating to this Agreement and the transactions contemplated in this Agreement directly and without the
intervention on its behalf of any other party in such manner as to give rise to any valid claim for a brokerage commission, finder’s fee or other like payment. 
 5.8 Goods and Services Tax Registration 
 The Purchaser and the Real Property Purchasers are
duly registered under the ETA with respect to goods and services tax and their registration numbers are 84961 0688 RT0001, 85123 5705 RT0001, 85123 5309 RT0001, and 85123 4909 RT 0001 

  
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 5.9 Residence of the Purchaser and Real Property Purchasers 

The Purchaser is not and the Real Property Purchasers will not be, a non-resident of Canada for the purposes of the Income Tax Act (Canada). The
Purchaser is a Canadian partnership for purposes of the Income Tax Act (Canada). 
 5.10 Independent Auditor 

Deloitte & Touche LLP is independent with respect to GVIC, Glacier Media Inc. and the Purchaser within the meaning of the Rules of Professional
Conduct of the Institute of Chartered Accountants of British Columbia. 
 ARTICLE 6 

SURVIVAL 
 6.1 Nature
and Survival 
 All representations and warranties contained in this Agreement on the part of each of the Parties shall survive the Closing,
the execution and delivery under this Agreement of any bills of sale, instruments of conveyance, assignments or other instruments of transfer of title to any of the Purchased Assets and the payment of the consideration for the Purchased Assets for a
period of two years from the Closing Date, with the exception of: 
  

	 	(a)	fraudulent misrepresentation and those representations and warranties relating to title to the Purchased Assets or Partnership Assets, which shall survive for unlimited
period of time; 

  

	 	(b)	those representations and warranties relating to Taxes, which shall survive until the expiration of all periods allowed for objecting to or appealing from the final
determination of any proceedings relating to any assessment, reassessment or additional assessment by any taxing authority in respect of any tax period ending on or prior to the date hereof; 


 

	 	(c)	those representations and warranties relating to Insured Litigation, which shall survive until the expiration of the limitation period for each Insured Litigation
notice or claim; and 

  

	 	(d)	those representations and warranties relating to Environmental Protection Laws shall survive for a period of five years from the Closing Date, 


after which time, if no Claim shall have been made against a Party with respect to any incorrectness in or breach of any representation or warranty, that
Party shall have no further liability under this Agreement with respect to the applicable representation or warranty. 

ARTICLE 7 

PURCHASER’S CONDITIONS PRECEDENT 
 The obligation of the Purchaser to complete the purchase of the Purchased Assets (including the purchase of the Owned Real Property by the Real Property Purchasers) under this Agreement is subject to the
satisfaction of, or compliance with, at or before the Closing Time, each of the following conditions precedent (each of which is acknowledged to be inserted for the exclusive benefit of the Purchaser and may be waived by it in whole or in part):


  
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 7.1 Truth and Accuracy of Representations of Vendor at the Closing Time 

All of the representations and warranties of the Vendor made in or pursuant to this Agreement shall be true and correct at the Closing Time and with the
same effect as if made at and as of the Closing Time (and for such purposes disregarding any reference in such representations and warranties to materiality or Material Adverse Effect), except if any falseness or incorrectness of such
representations and warranties, considered in the aggregate, would not reasonably be expected to have a Material Adverse Effect, and except as such representations and warranties may be affected by the occurrence of events or transactions expressly
contemplated and permitted by this Agreement and other than representations and warranties that expressly speak of an earlier date or time (in which case such representations and warranties shall be true and correct as of such date or time, except
if any falseness or incorrectness of such representations and warranties, considered in the aggregate, would not have a Material Adverse Effect) and the Purchaser shall have received a certificate of the Vendor confirming the truth and correctness
of such representations and warranties. 
 7.2 Compliance with Vendor Covenants 
 The Vendor shall have performed or complied, in all material respects, with all of its obligations and covenants under this Agreement. 
 7.3 Receipt of Closing Documentation 
 The Purchaser shall have received copies of all such
documentation or other evidence as it may reasonably request in order to establish the consummation of the transactions contemplated by this Agreement and the taking of all corporate proceedings in connection with such transactions in compliance
with these conditions. 
 7.4 Consents and Authorizations 
 All Material Consents and the Lenders’ Release, shall have been obtained at or before the Closing Time. 
 7.5 No Proceedings 
 There shall be no Order issued preventing, and no pending or threatened
Claim or judicial or administrative proceeding, or investigation against any Party by any Governmental Authority, for the purpose of enjoining or preventing the consummation of the transactions contemplated in this Agreement. 

7.6 Actual Possession 
 The Vendor shall
have delivered actual possession of the Purchased Assets to the Purchaser, and the Real Property Purchasers, as applicable; provided however, that delivery of possession of the Owned Real Property shall constitute delivery of possession of all of
the Purchased Assets. 
 7.7 Non-Competition Agreement 
 The Purchaser and the Vendor will enter into a non-competition agreement attached as Schedule 7.7. If requested by the Vendor, the parties agree to file one or more joint elections in accordance with
subsections 56.4(3), 56.4 (7) and/or 56.4(8) of the Income Tax Act (Canada). 
 7.8 Postmedia Services 

On Closing, the Vendor and the Purchaser will enter into the Services Agreement attached as Schedule 7.8. 

  
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 7.9 Concurrent Closing 
 The closing of the transaction pursuant to the purchase agreement dated the date hereof between the Vendor and LMP Publication Limited Partnership, shall be concurrently completed with the Closing.

 7.10 Material Adverse Effect 

There shall not have occurred following the date hereof and prior to the Closing Time any Material Adverse Effect. 

7.11 Competition Act 
 Competition Act
Approval as described in subsections (i), (ii) or (iii) of the definition thereof shall have been obtained. 
 7.12 Ancillary
Agreements 
 The National Post Printing Agreement, the National Sales Agreement and the Agency Agreement shall have been entered into. The
Purchaser and the Vendor will enter into a perpetual, royalty free worldwide mutual license agreement with respect to archival data content, including those related items delineated in the definition of “Circulation Lists and Related
Materials” in Section 1.1 herein, as at the Effective Time (the “License Agreement”) in respect of use prior to the Closing Date and in respect of use after the Closing Date by the Purchaser in the Publications and/or web
archive and by the Vendor in its business. 
 ARTICLE 8 

VENDOR’S CONDITIONS PRECEDENT 
 The obligation of the Vendor to complete the sale of the Purchased Assets under this Agreement shall be subject to the satisfaction of or compliance with, at or before the Closing Time, each of the
following conditions precedent (each of which is acknowledged to be inserted for the exclusive benefit of the Vendor and may be waived by it in whole or in part): 
 8.1 Truth and Accuracy of Representations of the Purchaser at Closing Time 
 All of the
representations and warranties of the Purchaser made in or pursuant to this Agreement shall be true and correct in all material respects at the Closing Time and with the same effect as if made at and as of the Closing Time except as such
representations and warranties may be affected by the occurrence of events or transactions expressly contemplated and permitted by this Agreement and other than representations and warranties that expressly speak of an earlier date or time (in which
case such representations and warranties shall be true and correct in all material respects as of such date or time) and the Vendor shall have received a certificate of the Purchaser confirming the truth and correctness of such representations and
warranties. 
 8.2 Performance of Obligations 
 The Purchaser shall have performed or complied with, in all material respects, all of its obligations and covenants under this Agreement, including causing each of the Real Property Purchasers to perform
its obligations hereunder. 
 8.3 Consents and Authorizations 
 All Material Consents and the Lenders’ Release, shall have been obtained at or before the Closing Time. 

  
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 8.4 No Proceedings 
 There shall be no Order issued preventing, and no pending or threatened Claim or judicial or administrative proceeding, or investigation against any Party by any Governmental Authority, for the purpose of
enjoining or preventing the consummation of the transactions contemplated in this Agreement. 
 8.5 Concurrent Closing 

The closing of the transaction pursuant to the purchase agreement dated the date hereof between the Vendor and LMP Publication Limited Partnership, shall
be concurrently completed with the Closing. 
 8.6 Competition Act 
 Competition Act Approval as described in subsections (i), (ii) or (iii) of the definition thereof shall have been obtained. 
 8.7 Ancillary Agreements 
 The National Post Printing Agreement, the National Sales
Agreement, the Agency Agreement and the License Agreement shall have been entered into. 
 If any of the foregoing conditions in this Article 8
has not been fulfilled by Closing, the Vendor may terminate this Agreement by notice in writing to the Purchaser, in which event the Parties are released from all of their respective obligations under this Agreement except as provided under the
Confidentiality Agreement and as otherwise contemplated hereby. However, the Vendor may waive compliance with any condition in this Article 8 in whole or in part if it sees fit to do so, without prejudice to its rights of termination in the event of
non-fulfilment of any other condition or to its rights to recover damages for the breach of any representation, warranty, covenant or condition contained in this Agreement. 
 ARTICLE 9 
 OTHER COVENANTS OF THE PARTIES 

9.1 Operation of Businesses Prior to Closing 
 During the period from the date of this Agreement to and through the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, except as otherwise expressly
contemplated by this Agreement, or as the Purchaser shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), the Vendor shall (A) conduct the Businesses in the ordinary course of business in
all material respects consistent with past practice and (B) use commercially reasonable efforts to (i) preserve intact the Businesses and operations, preserve its material rights, franchises, goodwill and relationships with any applicable
Governmental Entity and its material customers, advertisers, suppliers, and others with whom it does business relating to the Businesses, (ii) keep available the services of the Employees and with respect to the Partnership, the Partnership
Employees, and (iii) renew any Intellectual Property which is expiring prior to the Closing Date. During the period from the date of this Agreement to and through the Closing Date, except as otherwise expressly contemplated by this Agreement or
as required by any applicable Law or as the Purchaser shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), the Vendor shall not, without limiting the generality of the foregoing, do any of
the following with respect to any of the Businesses, the Purchased Assets or the Partnership Assets: 
  

	 	(a)	other than in the ordinary course of business consistent with past practice, incur, create or assume any Encumbrance on any of the Purchased Assets, Partnership Assets,
Owned Real Property or Leased Real Property, other than a Permitted Encumbrance; 


  
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	 	(b)	sell, lease, license (other than ordinary course intellectual property licenses), transfer, pledge, convey, assign, mortgage or otherwise dispose of any material
properties or assets, tangible or intangible, of the Businesses, other than Inventory and obsolete or non-used assets or rights or with a fair market value not in excess of $10,000 in the aggregate; 


 

	 	(c)	other than in the ordinary course of business, amend, cancel, waive, modify or otherwise dispose of or permit to lapse any rights in any Intellectual Property used in
connection with the Businesses, other than such Intellectual Property that is no longer used in connection with the Businesses; 

  

	 	(d)	except in the ordinary course of business or as required by the terms of any Benefit Plan in effect as of the date of this Agreement and listed of the Schedules hereto,
(i) increase or decrease the compensation (including bonus opportunity) of any of the Employees or any independent contractor, (ii) pay or agree to pay or increase or agree to increase any pension, welfare, retirement allowance, severance
or other employee benefit not already required or provided for under any existing plan, agreement or arrangement to any Employee or independent contractor, (iii) hire any person to become an Employee or individual independent contractor of the
Businesses with annual compensation in excess of $40,000, (iv) amend, terminate, or adopt any Benefit Plan, (other than any amendment, termination or adoption that does not impact any of the Employees) or convert a Benefit Plan into an assumed
benefit plan or establish or enter into any new employment, change in control or severance agreements, arrangements, plans or policies for the benefit of or with any Employee, or (v) grant or agree to grant or accelerate the time of vesting or
payment of awards held by any of the Employees under any Benefit Plan including any bonus arrangements; 

  

	 	(e)	other than in the ordinary course of business, make or incur any capital expenditures with respect to the Businesses requiring payments in excess of $25,000 in the
aggregate; 

  

	 	(f)	amend any material Purchased Contract or enter into a Contract containing a “most favored nation” provision which could reasonably be expected to be
applicable to the Purchaser following the Closing or amend any existing Contract in a manner to provide that a “most favored nation” provision contained therein would have a similar effect; 


 

	 	(g)	other than in the diligent prosecution of its rights, institute any action or proceeding or assert any claim regarding, or enter into any settlement regarding, any
Intellectual Property forming part of the Purchased Assets or Partnership Assets; 

  

	 	(h)	other than in the ordinary course of business, reduce the amount of insurance coverage or fail to renew any existing insurance policies that, in each case, is material
to the Businesses; 

  

	 	(i)	with respect to Receivables that will remain outstanding following the Closing, cancel or waive any claims under any Receivable or other claims or rights of substantial
value or amend or modify the terms relating to any such Receivable or make any concession with respect to any Receivables which is materially adverse to the Businesses; 


 

	 	(j)	materially amend, terminate or allow to lapse any material Permit relating to the Businesses, other than amendments required by applicable Law or other than as
consistent with the current business plan; 


  
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	 	(k)	enter into any collective agreement relating to the Non-Union Employees or Partnership Employees, or amend any terms of the Collective Agreements except as specifically
required herein; 

  

	 	(l)	authorize or enter into any Contract or commitment with respect to any of the foregoing; or 


 

	 	(m)	expressly authorize the Partnership to do any of the foregoing. 

 9.2 Access to Information 
  

	 	(a)	The Vendor shall permit the Purchaser and its representatives, between the date of this Agreement and the Closing Time, without interference to the ordinary conduct of
the Publications, to have reasonable access during normal business hours and upon being given reasonable advance notice, for purposes consistent with this Agreement, to the Purchased Assets, the Partnership Assets, the contracts which are part of
the Shared Assets, and the Books and Records. The contracts which are part of the Shared Assets may be redacted with respect to the information which is proprietary or sensitive to the Vendor, acting reasonably; will only be provided to the extent
that the Vendor would not be in breach of a confidentiality obligation with the third party; and will be provided to the Purchaser, as soon as reasonably practicable after the Purchaser’s request and in any event within 5 Business Days of the
request from the Purchaser. The Vendor shall furnish to the Purchaser copies of Books and Records (subject to any confidentiality agreements or covenants relating to any such Books and Records) as the Purchaser shall from time to time reasonably
request to enable confirmation of the matters warranted in Article 4, and to permit the Purchaser to effect an orderly transition of the Businesses following the Closing. Notwithstanding the foregoing, without the prior written consent of the
Vendor, the Purchaser shall not contact, and shall instruct its counsel, financial advisors, auditors and other authorized representatives not to contact, any of the employees, advertisers or suppliers of the Publications or the Businesses.


  

	 	(b)	For a period of seven years following the Closing Date, the Vendor shall permit the Purchaser and its representatives, without interference to the ordinary conduct of
the Vendor’s business, to have reasonable access to the Shared Records retained by the Vendor in accordance with its record retention policies in effect from time to time, during normal business hours and upon being given reasonable advance
notice, for purposes consistent with this Agreement and the Services Agreement. The Vendor shall furnish to the Purchaser, at the Purchaser’s cost (provided that to the extent that there is any overlap between the access described herein and
the access described in Section 1.1 in the definition of “Books and Records”, only the costs relating to such access described in Section 1.1 in the definition of “Books and Records” shall be paid by the Purchaser),
copies of such Shared Records (subject to any confidentiality agreements or covenants relating to any such Shared Records) as the Purchaser shall from time to time reasonably request. 


 

	 	(c)	Notwithstanding Sections 9.2(a) and 9.2(b), the Vendor shall not be required to disclose any information, records, files or other data to the Purchaser where
prohibited by any Laws or which would result in the disclosure of any trade secrets of third parties or violate any obligation of the Vendor to any third party or that would have the effect of causing the waiver of any solicitor-client privilege.



  
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 9.3 Notice by Vendor of Certain Matters 
 Prior to the Closing, the Vendor shall give notice to the Purchaser of (a) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation or
warranty of the Vendor contained in this Agreement or in any Schedule thereto to be untrue or inaccurate in any material respect, and (b) any failure of the Vendor to comply with or satisfy in any material respect any covenant, condition or
agreement to be complied with or satisfied by it under this Agreement or any Schedule thereto. In such event, unless the Purchaser has the right to terminate this Agreement pursuant to Article 7 by reason of such development and exercises such right
prior to the Closing Time, the notice provided by the Vendor to the Purchaser pursuant to this Section 9.3 shall be deemed (i) to have amended the applicable Schedule, (ii) to have qualified the representations and warranties
contained in Article 4, and (iii) to have cured any misrepresentation or breach of warranty that otherwise might have existed by reason of such development. 
 9.4 Confidentiality 
  

	 	(a)	Prior to the Closing, or if this Agreement is terminated without completion of the transactions contemplated herein, the Purchaser agrees to be bound by the terms of
the Confidentiality Agreement with respect to all information disclosed to it by the Vendor or its agents relating to the Vendor, the Partnership or the Publications. 


 

	 	(b)	After the Closing, the Vendor shall keep confidential all information relating to the Businesses and the Publications, except information which:


  

	 	(i)	is part of the public domain; 

  

	 	(ii)	becomes part of the public domain other than as a result of a breach of these provisions by the Vendor; or 


 

	 	(iii)	was received in good faith after Closing from an independent Person who was lawfully in possession of such information and, to the knowledge of the Vendor, free of any
obligation of confidence. 

 9.5 Actions to Satisfy Closing Conditions 

 

	 	(a)	Each of the Parties shall use commercially reasonable efforts to take all such actions as are within its power to control, and to cause other actions to be taken which
are not within its power to control, so as to ensure compliance with each of the conditions and covenants set forth in Article 7, Article 8 or Article 9. 

  

	 	(b)	The Purchaser shall not participate, or permit its affiliates to participate, in any substantive meeting or discussion, either in person or by telephone with any
Governmental Authority in connection with the consummation of the transactions contemplated by this Agreement unless it consults with the Vendor in advance and, to the extent not prohibited by such Governmental Authority, gives the Vendor the
opportunity to attend and participate. 

  

	 	(c)	The Purchaser will, and GVIC will cause the Purchaser to, promptly notify the Vendor and the Vendor will promptly notify the Purchaser upon: 


 

	 	(i)	becoming aware of any order or decree or any complaint requesting an order or decree restraining or enjoining the execution of this Agreement or the consummation of the
transactions contemplated under this Agreement; or 


  
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	 	(ii)	receiving any notice from any Governmental Authority of its intention: 

  

	 	(A)	to institute a suit or proceeding to restrain or enjoin the execution of this Agreement or the consummation of the transactions contemplated by this Agreement; or


  

	 	(B)	to nullify or render ineffective this Agreement or such transactions if consummated. 


 

	 	(d)	At the Closing Time, the Vendor shall obtain the Lenders’ Release with respect to any security interest in any of the Purchased Assets and Partnership Assets and
shall procure the discharge of all registrations in respect of such security interests within 30 days of the Closing Date. 


9.6 Employees 
  

	 	(a)	On or prior to the Closing Date and effective from the Effective Time, the Purchaser will, and GVIC will cause the Purchaser to, offer employment in writing to all of
the current Non-Union Employees (for greater certainty, including any Employee on Leave with active employment to commence when they return from leave) on substantially the same or better terms and conditions (including, for greater certainty,
position, location, reporting relationship, all compensation, pensions and benefits, but excluding any Post Retirement Benefits provided to any Non-Union Employee) as they are currently receiving from the Vendor; provided, however, that the
Purchaser need not make written offers of employment to any Non-Union Employees who are disabled and who are in receipt of long-term disability insurance benefits (the “LTD Employees”). Effective on the Closing Date, the LTD
Employees shall become employees of the Purchaser on the disability and related insurance or other plans of the Purchaser for the period of their disability. Upon an LTD Employee becoming able to return to work, the Purchaser shall advise the Vendor
whether it wishes to retain such individual as an employee and, if it does not, then the Purchaser shall be entitled to dismiss such LTD Employee. 

  

	 	(b)	Effective from the Effective Time, the Purchaser shall, and GVIC shall cause the Purchaser to, continue the employment of all Union Employees. The Purchaser shall:


  

	 	(i)	recognize the Unions as the sole and exclusive collective bargaining agents as of the Closing Date and immediately thereafter for the Union Employees immediately prior
to the Closing Date; and 

  

	 	(ii)	accept and be bound by the terms and conditions of the Collective Agreements applicable to the Union Employees except that the Purchaser and the duly authorized
bargaining agent shall be free (upon mutual agreement) to change the terms and conditions of employment for the Union Employees or otherwise modify the Collective Agreements and except that any employee benefit required to be provided under such
agreements through a benefit plan maintained by the Vendor shall instead be provided by the Purchaser through a benefit plan maintained by the Purchaser; 

  

	 	(c)	 Except as set out herein, the Purchaser will be liable for all compensation and benefits of and liabilities to the Employees, accrued from and after
the Effective Time or which relate to events occurring on and after the Effective Time and the Vendor will be liable for all compensation and benefits of and liabilities to the Employees accruing up to the Effective Time or which relate to events
occurring prior to the Effective Time (for greater 



  
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certainty, these liabilities of the Vendor shall not include liabilities included as part of the Working Capital assumed by the Purchaser which shall be the sole responsibility of the Purchaser).

  

	 	(d)	The Vendor shall continue after the Closing Date to be responsible for all post-retirement benefits of all retired employees of the Businesses at the Closing Date and
those Non-Union Employees to whom the Vendor provides Post Retirement Benefits, if any, but for greater certainty, this does not apply to pensions payable under the Transferred Pension Plans. 


 

	 	(e)	The Purchaser will, and GVIC will cause the Purchaser to, recognize, for all purposes, including severance and benefits entitlements, all accepting or continuing
Employees’ past service with the Vendor or any of its predecessors on the same basis as recognized by the Vendor. 

  

	 	(f)	In addition to the foregoing and, for greater certainty, other than with respect to the LTD Employees (who are dealt with as described below), the Purchaser will be
responsible for all termination pay, severance pay and damages (if any) (the “Termination Costs”) payable to all Employees who accept or continue in the Purchaser’s employment. The Purchaser and the Vendor will share equally
the Termination Costs, together with any legal or other reasonable costs incurred (whether by reason of judgment, settlement or otherwise), in connection with: (i) any Employees who do not accept employment with the Purchaser at the Closing
Date or within 2 months thereafter in the event their employment with the Vendor terminates as a result of the transaction under this Agreement; (such amounts shall be, in the first instance, paid by the Vendor, but the Purchaser shall, on notice
from the Vendor, promptly remit to, indemnify and save harmless the Vendor 50% of all such amounts as they are paid or incurred by the Vendor); and (ii) any LTD Employee who is able to return to work but who the Purchaser has advised the Vendor
that it does not wish to retain (such amounts shall be, in the first instance, paid by the Purchaser, but the Vendor shall, on notice from the Purchaser, promptly remit to, indemnify and save harmless the Purchaser 50% of all such amounts as they
are paid or incurred by the Purchaser). 

  

	 	(g)	The Purchaser shall assume, to the extent that they are reflected in the Working Capital Closing Statement, the obligations of the Vendor with respect to vacation
entitlements of the Employees on the same terms and conditions for the current year as such employees would have been entitled had they remained in the employment of the Vendor. 

 9.7 Benefits Plans and Pension Plans 
  

	 	(a)	The Purchaser shall, and GVIC shall cause the Purchaser to, assume all obligations and liabilities under the Multi-Employer Plans with respect to all Union Employees.


  

	 	(b)	Effective as of the Closing Date, the Purchaser shall, and GVIC shall cause the Purchaser to, establish or otherwise provide non-pension benefit plans to cover
Employees for service with the Purchaser on and after the Closing Date. 

  

	 	(c)	 Effective as of the Closing Date, the Vendor shall transfer and assign to the Purchaser all of its rights, liabilities and obligations under the
“Transferred Benefit Plans” listed in Schedule 4.20(E) (the “Transferred Benefit Plans”) and the Purchaser shall, and GVIC shall cause the Purchaser to, assume all of such rights, liabilities and obligations under the
Transferred Benefit Plans. The Vendor and the Purchaser each agree to do all things 



  
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necessary to effect the assignment and transfer of the Transferred Benefit Plans from the Vendor to the Purchaser. 
  


	 	(d)	Effective as of the Closing Date, the Vendor shall transfer and assign to the Purchaser all of its rights, liabilities and obligations as sponsor and administrator of
the Transferred Pension Plan and the related trusts or other funding media relating to the Employees (collectively, the “Fund”) and the Purchaser shall, and GVIC shall cause the Purchaser to, assume all of such rights, liabilities
and obligations. The Vendor and the Purchaser each agree to do all things necessary to effect the assignment and transfer of the sponsorship and administration of the Transferred Pension Plan and the Fund from the Vendor to the Purchaser. The Vendor
shall cause to be filed with the relevant Governmental Authority, as soon as practicable after the Closing Date but in any event within 60 days thereafter, such documentation as may be required by law or under the terms of the Transferred Pension
Plan to reflect the assignment of the Transferred Pension Plan and the Fund to the Purchaser. The Purchaser shall, and GVIC shall cause the Purchaser to, at its own expense, do all things required of it under law to establish that it is the
successor sponsor and administrator to the Vendor under the terms of the Transferred Pension Plan and the Fund and, without limiting the generality of the foregoing, the Purchaser agrees, and GVIC will cause the Purchaser, to prepare and file with
the relevant Governmental Authority, as soon as practicable after the Closing Date, all such documentation as may be required to establish the Purchaser as the sponsor and administrator of the Transferred Pension Plan and the Fund and to transfer to
the Purchaser all of the Vendor’s rights, title and interests in and to any and all assets held in connection with the Transferred Pension Plan in place, unamended for at least one year following the Closing Date. 


 

	 	(e)	The Vendor has caused its actuary to prepare an estimate of the funded status of the Transferred Pension Plan as at December 31, 2010 (the “2010
Report”) on a going concern basis using reasonable actuarial methods and assumptions consistent with the last filed actuarial valuation in respect of the Transferred Pension Plan (and consistent with the Standards of Practice of the
Canadian Institute of Actuaries) showing the liabilities as at December 31, 2010 (the “Actuarial Liabilities”) and the assets as at December 31, 2010 which reflects a surplus on a going concern basis of $224,100. The
Vendor shall cause its actuary to prepare an estimate of the asset value of the Transferred Pension Plan as at the Closing Date using the same method as used in the 2010 Report (the “Closing Asset Value Estimate”). The
Purchaser’s actuaries shall have the opportunity to review the Closing Asset Value Estimate. In the event that the Purchaser disagrees with any of the calculations, the Vendor and the Purchaser shall negotiate in good faith to resolve their
disagreement. If the difference between the Closing Asset Value Estimate and the Actuarial Liabilities discloses a deficit on a going concern basis, the Vendor shall pay to the Purchaser and the Purchaser shall contribute to the Transferred Pension
Plan the amount equal to the deficit (the “Pension Deficit”). If the difference between the Closing Asset Value Estimate and the Actuarial Liabilities discloses a surplus on a going concern basis, the Purchaser shall pay the Vendor
an amount equal to 50% of such surplus. After the completion of the transfer of the Transferred Pension Plan, the Vendor shall have no liabilities or obligations under the Transferred Pension Plan other than (i) to make all payments and
material filings required to be made by it under Laws for the period ending at the Effective Time and (ii) the liabilities and obligations set out in this Section 9.7. 

 9.8 Preservation of Records 
 The Purchaser shall, and GVIC shall cause the Purchaser to,
take all reasonable steps to preserve and keep the original records of the Vendor and the Publications delivered to the Purchaser in connection with the 

  
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completion of the transactions contemplated by this Agreement for a period of 6 years from the Closing Date, or for any longer period as may be required by any Law or Governmental Authority, and
shall make such original records available to the Vendor on a timely basis, as may be required by it. 
 9.9 Risk of Loss 

If the Purchased Assets or Partnership Assets are damaged or destroyed or appropriated, expropriated or seized by any Person, on or prior to the Closing
Date, and if such acts or events: 
  

	 	(a)	in the aggregate have a Material Adverse Effect, then the Purchaser may, within 5 days of becoming aware of such acts or events, terminate this Agreement; or


  

	 	(b)	in the aggregate do not have a Material Adverse Effect or, in the aggregate have a Material Adverse Effect but the Purchaser fails to give notice within the applicable
time period, then the representations and warranties of the Vendor that are not true and correct in all material respects as of the Closing Date solely as a result of such damage, destruction, expropriation or seizure shall be deemed to be true and
correct in all material respects as of the Closing Date for all purposes under this Agreement and the Purchaser will complete the transactions contemplated by this Agreement without reduction of the Purchase Price. In such event, all proceeds of
insurance or compensation for expropriation or seizure in respect thereof will be payable to the Purchaser and all right and claim of the Vendor to any such amounts not paid by the Closing Date will be assigned to the Purchaser (the
“Insurance Proceeds”). 

 9.10 Insurance 
 The Vendor hereby agrees to add the Purchaser to the Vendor’s insurance policies that relate to Insured Litigation. The Purchaser hereby agrees to adhere to and be by bound by the terms of such
policies. The Vendor agrees to continue the coverage under the insurance policies and to adhere to and be bound by the terms of such policies applicable to it until the later of the date on which all Insured Litigation is finally settled or paid
pursuant to the insurance policies, or date of the expiration of the limitation period for any claim which may be made under the insurance policies, for any matter which could be Insured Litigation. 

9.11 Regulatory Matters 
 The Purchaser
and the Vendor will each use, and GVIC will cause the Purchaser to use, commercially reasonable efforts to obtain Competition Act Approval and in doing so will cooperate with each other. Without limiting the generality of the foregoing, the
Purchaser and the Vendor will as soon as practicable after the date of this Agreement, prepare and provide submissions to the Commissioner of Competition, including an application for an Advance Ruling Certificate and a request in the alternative
for a no-action letter and a waiver from notification under paragraph 113(c) and promptly furnish any additional information requested under the Competition Act. In addition, if required by the Purchaser or the Vendor, the Purchaser and the Vendor
shall file a pre-merger notification pursuant to the Competition Act. 
 The Vendor will inform the Purchaser of any substantive communications
it has with the staff of the Competition Bureau or the Commissioner of Competition and will permit the Purchaser to participate in or review any such communication before it is made. The Purchaser will inform the Vendor of any substantive
communications it has with the staff of the Competition Bureau or the Commissioner of Competition and will permit the Vendor to participate in or review any such communication before it is made. 

Notwithstanding the foregoing, submissions, filings or other written communications to the Commissioner of Competition or the staff of the Competition
Bureau may be redacted as necessary before 

  
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sharing with the other Party to address reasonable solicitor-client or other privilege or confidentiality concerns, provided that external legal counsel to the Purchaser and the Vendor shall
receive non-redacted versions of drafts or final submissions, filings or other written communications to the Commissioner of Competition or the staff of the Competition Bureau on the basis that the redacted information will not be shared with their
respective clients. 
 The Purchaser will pay any requisite filing fees in relation to any filing or application made in respect of the
Competition Act. 
 ARTICLE 10 
 INDEMNIFICATION 
 10.1 Indemnification by the Vendor 

 

	 	(a)	The Vendor shall indemnify and save harmless the Purchaser, from and against all valid Claims which may be made or brought against the Purchaser, or which it may suffer
or incur, as a result of or in connection with or relating to: 

  

	 	(i)	any non-fulfilment or breach of any covenant or agreement on the part of the Vendor contained in this Agreement; 


 

	 	(ii)	any misrepresentation or any incorrectness in or breach of any representation or warranty of the Vendor contained in this Agreement or in any certificate furnished by
the Vendor pursuant to this Agreement, and 

  

	 	(iii)	the Retained Liabilities. 

  

	 	(b)	The Vendor’s obligations under Section 10.1(a)(ii) shall be subject to the following limitations: 


 

	 	(i)	the obligations of the Vendor thereunder shall terminate on the second anniversary date following the Closing Date except with respect to bona fide Claims by the
Purchaser set forth in written notices given by the Purchaser to the Vendor prior to such date and in any event, within 45 days of its determination that it has a bona fide Claim, with the exception of fraudulent misrepresentation and those
representations and warranties relating to title to the Purchased Assets which shall not terminate, and Taxes and the Environment which shall terminate as set out in sections 6.1(b) and 6.1(c), respectively; 


 

	 	(ii)	the Vendor shall not be required to pay any amounts until the aggregate of all Claims exceeds $150,000 and then the Vendor shall be obligated to pay all such Claims
subject to the cap set forth in Section 10.1(b)(iii); 

  

	 	(iii)	the Vendor’s total liability shall not exceed $29.250 million; 

  

	 	(iv)	the limitations provided herein shall not be applicable to any Insured Litigation breach by the Vendor with respect to Section 4.9(b) as it relates to any
litigation which would be Insured Litigation; and 

  

	 	(v)	notwithstanding the definition of Claim, the Vendor shall not be liable for any special, indirect, incidental, consequential, punitive or aggravated damages, including
damages for loss of profits and lost business opportunities or damages calculated by reference to any Purchase Price methodology. 


  
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 10.2 Indemnification by the Purchaser 

 

	 	(a)	Each of GVIC and the Purchaser shall indemnify and save harmless the Vendor, from and against all valid Claims which may be made or brought against the Vendor, or which
it may suffer or incur, as a result of or in connection with or relating to: 

  

	 	(i)	any non-fulfilment or breach of any covenant or agreement on the part of GVIC or the Purchaser or the Real Property Purchasers contained in this Agreement;


  

	 	(ii)	any misrepresentation or any incorrectness in or breach of any representation or warranty of GVIC and the Purchaser contained in this Agreement or in any certificate
furnished by the Purchaser pursuant to this Agreement; 

  

	 	(iii)	the Transferred Pension Plan as provided for pursuant to Section 9.7; 


 

	 	(iv)	the Transferred Benefit Plans as provided for pursuant to Section 9.7; and 


 

	 	(v)	the Multi-Employer Plans in respect of liabilities commencing on or after the Effective Time, except as provided for in the Working Capital Adjustment and as provided
for pursuant to Section 9.7. 

  

	 	(b)	GVIC’s and the Purchaser’s obligations under this Section 10.2 shall be subject to the following limitations: 


 

	 	(i)	the obligations of GVIC’s and the Purchaser under Section 10.2(a)(ii) shall terminate on the second anniversary of the Closing Date except with respect to
bona fide Claims by the Vendor set forth in written notices given by the Vendor to the Purchaser prior to such date and in any event, within 45 days of its determination that it has a bona fide Claim with the exception of fraudulent
misrepresentation which shall survive without limitation; and 

  

	 	(ii)	notwithstanding the definition of Claim, the Purchaser shall not be liable for any special, indirect, incidental, consequential, punitive or aggravated damages.


 10.3 Indemnification Procedures for Third Party Claims 

 

	 	(a)	In the case of Claims made by a third party with respect to which indemnification is sought, the Party seeking indemnification (the “Indemnified
Party”) shall give prompt notice, and in any event within 30 days, to the other Party (the “Indemnifying Party”) of any such Claims made upon it including a description of such third party Claim in reasonable detail
including the sections of this Agreement which form the basis for such Claim, copies of all material written evidence of such Claim in the possession of the Indemnified Party and the actual or estimated amount of the damages that have been or will
be sustained by an Indemnified Party, including reasonable supporting documentation therefor. 

  

	 	(b)	The Indemnifying Party shall have the right, by notice to the Indemnified Party given not later than 30 days after receipt of the notice described in
Section 10.3(a), to assume the control of the defence, compromise or settlement of the Claim, provided that such assumption shall, by its terms, be without cost to the Indemnified Party and provided that the Indemnifying Party acknowledges in
writing its obligation to indemnify the Indemnified Party in accordance with the terms contained in this Section in respect of that Claim. 


  
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	 	(c)	Upon the assumption of control of any Claim by the Indemnifying Party as set out in this Section 10.3, the Indemnifying Party shall diligently proceed with the
defence, compromise or settlement of the Claim at its sole expense, including, if necessary, employment of counsel reasonably satisfactory to the Indemnified Party and, in connection therewith, the Indemnified Party shall co-operate fully, but at
the expense of the Indemnifying Party with respect to any out-of-pocket expenses incurred, to make available to the Indemnifying Party all pertinent information and witnesses under the Indemnified Party’s control, make such assignments and take
such other steps as in the opinion of counsel for the Indemnifying Party are reasonably necessary to enable the Indemnifying Party to conduct such defence. The Indemnified Party shall also have the right to participate in the negotiation, settlement
or defence of any Claim at its own expense. 

  

	 	(d)	The final determination of any Claim pursuant to this Section 10.3, including all related costs and expenses, shall be binding and conclusive upon the Parties as
to the validity or invalidity, as the case may be of such Claim against the Indemnifying Party. 

  

	 	(e)	If the Indemnifying Party does not assume control of a Claim as permitted in this Section 10.3, the obligation of the Indemnifying Party to indemnify the
Indemnified Party in respect of such Claim shall terminate if the Indemnified Party settles such Claim without the prior written consent of the Indemnifying Party. 

 10.4 Reductions and Subrogation 
 If the amount of any Claim incurred by an Indemnified
Party at any time subsequent to the making of an indemnity payment is reduced by: 
  

	 	(a)	any net Tax benefit to that Indemnified Party; or 

  

	 	(b)	any recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other
Person, 

 the amount of such reduction (less any costs, expenses (including taxes) or premiums incurred in connection therewith),
shall promptly be repaid by the Indemnified Party to the Indemnifying Party. Upon making a full indemnity payment, the Indemnifying Party shall, to the extent of such indemnity payment, be subrogated to all rights of the Indemnified Party against
any third party in respect of the Claim to which the indemnity payment relates. 
 10.5 Exclusive Remedy 

From and after Closing, the rights of indemnity set forth in this Article 10 are the sole and exclusive remedy of each Party in respect of any
misrepresentation, incorrectness in or breach of representation or warranty or breach of covenant, by the other Party under this Agreement except for Sections 9.6(f), 9.7(e) and 9.10. Accordingly, the Parties waive, from and after the Closing, any
and all rights, remedies and claims that one Party may have against the other, whether at law, under any statute or in equity relating to misrepresentation, incorrectness in or breach of representation or warranty or breach of covenant other than as
expressly provided for in this Article 10 and other than those arising with respect to any fraud or wilful misconduct except for Sections 9.6(f), 9.7(e) and 9.10. The Parties agree that if a Claim for indemnification is made by one Party in
accordance with Section 10.1 or Section 10.2, as the case may be, and there has been a refusal by the other Party to make payment or otherwise provide satisfaction in respect of such Claim, then a legal proceeding is the appropriate means
to seek a remedy for such refusal. This Article 10 shall remain in full force and effect in all circumstances and shall not be terminated by any breach (fundamental, negligent or otherwise) by any Party of its representations, warranties or


  
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covenants under this Agreement or under any Closing document or by any termination or rescission of this Agreement by any Party. 
 10.6 One Recovery 
 A Party shall not be entitled to double recovery for any Claims even
though they may have resulted from the breach of more than one of the representations, warranties, agreements and covenants made by the other Party in this Agreement. 
 10.7 Duty to Mitigate 
 Nothing in this Agreement shall in any way restrict or limit the
general obligation at law of a Party to mitigate any loss which it may suffer or incur by reason of the breach by the other Party of any representation, warranty or covenant of that other Party under this Agreement. If any Claim can be reduced by
any recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other Person, a Party shall take all appropriate steps to enforce such recovery,
settlement or payment. If the Indemnified Party fails to make all commercially reasonable efforts to mitigate any loss then the Indemnifying Party shall not be required to indemnify any Indemnified Party for the loss that could have been avoided if
the Indemnified Party had made such efforts. 
 10.8 Tax Status of Indemnification Payments 

Any payment made by the Vendor pursuant to this Article 10 shall constitute a reduction of the Purchase Price and any payment made by the Purchaser
pursuant to this Article 10 shall constitute an increase in the Purchase Price. In either case, each of the Vendor and the Purchaser shall, within a reasonable time of payment and receipt of such payment, as applicable, and in any event within 2
months of such payment, request all amendments to its current or past Tax Returns as may be necessary to reflect the foregoing. For greater certainty, any such reduction of, or increase in, the Purchase Price shall be allocated among the Purchased
Assets to which such payment by the Vendor or Purchaser, respectively, can reasonably be considered to relate. 
 ARTICLE 11

 TERMINATION 
 11.1 Termination 
 This Agreement may be terminated and the transactions contemplated
hereby may be abandoned at any time before the Closing Date only: 
  

	 	(a)	by the mutual written consent of the Vendor and the Purchaser; 

  

	 	(b)	by either the Vendor or the Purchaser, upon written notification of the non-terminating Party by the terminating Party, if any permanent injunction, Order, decree,
ruling or other action by any Governmental Authority of competent jurisdiction that shall prohibit consummation of the transactions contemplated by this Agreement shall have been issued or taken and shall have become final and non-appealable;


  

	 	(c)	by Purchaser, if there has been a breach of or failure to perform any representation, warranty, covenant or agreement on the part of the Vendor set forth in this
Agreement, which breach or failure to perform would cause the condition set forth in Sections 7.1 or 7.2 not to be satisfied and is incapable of being cured by the date that is 120 days from the date of this Agreement; 


  
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	 	(d)	by Vendor, if there has been a breach of or failure to perform any representation, warranty, covenant or agreement on the part of the Purchaser set forth in this
Agreement, which breach or failure to perform would cause the condition set forth in Sections 8.1 or 8.2 not to be satisfied and is incapable of being cured by the date that is 120 days from the date of this Agreement; and 


 

	 	(e)	by either the Vendor or the Purchaser, if the transactions contemplated by this Agreement are not consummated by the date that is 120 days after the Closing Date,
except to the extent that such failure arises out of, or results from, a breach by the Party seeking to terminate this Agreement of any representation, warranty or covenant of such Party contained herein. 


11.2 Effect of Termination 
 If this
Agreement is terminated in accordance with the provisions of Section 11.1, the Parties will be released from all obligations under this Agreement except as provided under the Confidentiality Agreement and as otherwise contemplated hereby,
provided, however, that nothing in this Section 11.2 shall relieve any Party of liability for any intentional or fraudulent breach of a covenant under this Agreement. 
 ARTICLE 12 
 GENERAL 

12.1 GVIC and the Purchaser 
 GVIC
covenants and agrees to cause the Purchaser and the Real Property Purchasers to take all steps, to do and perform all such acts and things, to execute and deliver all such agreements, documents and other instruments, and to pay such amounts, as are
necessary or desirable to comply with all covenants and agreements of the Purchaser and the Real Property Purchasers contained herein. The agreements, covenants, representations and warranties and other obligations herein which are expressed to be
made by the Purchaser and GVIC are joint and several agreements, covenants, representations and warranties and obligations. 
 12.2 Public
Notices 
 The Parties shall jointly plan and co-ordinate any public notices, media releases, and any other publicity concerning the
transactions contemplated by this Agreement and no Party shall act in this regard without the prior approval of the other, such approval not to be unreasonably withheld, except: 

 

	 	(a)	where required to meet timely disclosure obligations of any Party under Laws or stock exchange rules in circumstances where prior consultation with the other Party is
not practicable and a copy of such disclosure is provided to the other Party; and 

  

	 	(b)	in the case of the Vendor’s communication made to the Vendor’s Employees who are affected by such transaction. 


12.3 Expenses 
 Except as otherwise
provided in this Agreement, each of the Parties shall pay their respective legal, accounting, and other professional advisory fees, costs and expenses incurred in connection with the purchase and sale of the Publications and the Purchased Assets and
the preparation, execution and delivery of this Agreement and all documents and instruments executed pursuant to this Agreement and any other costs and expenses incurred. 

  
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 12.4 Notices 
 Any notice, consent or approval required or permitted to be given in connection with this Agreement (in this Section 12.4 referred to as a “Notice”) shall be in writing and
shall be sufficiently given if delivered (whether in person, by courier service or other personal method of delivery), or if transmitted by facsimile or e-mail: 
  

	 	(a)	in the case of a Notice to the Vendor at: 

 c/o Postmedia Network Inc. 
 1450 Don Mills Road 

North York, ON M3b 2X7 
 Attention: Doug Lamb 
 Facsimile No.: (416) 442-3382 

Email: [Redacted] 
  

	 	(b)	in the case of a Notice to GVIC or the Purchaser at: 

 c/o GVIC Communications Corp. 
 1970 Alberta Street 

Vancouver, British Columbia 
 V5Y 3X4 
 Attention: President 

Fax: (604) 879-1483 
 E-mail: [Redacted] 
 with a copy to: 

Farris, Vaughan, Wills & Murphy LLP 
 # 2500 – 700 West Georgia Street 
 Vancouver, British Columbia 

V7Y 1B3 

Attention: Elizabeth J. Harrison, Q.C. 
 Fax: (604) 661.9349 
 E-mail: [Redacted] 

Any Notice delivered or transmitted to a Party as provided above shall be deemed to have been given and received on the day it is delivered or
transmitted, provided that it is delivered or transmitted on a Business Day prior to 5:00 p.m. local time in the place of delivery or receipt. However, if the Notice is delivered or transmitted after 5:00 p.m. local time or if such day is not a
Business Day then the Notice shall be deemed to have been given and received on the next Business Day. 
 Any Party may, from time to time,
change its address by giving Notice to the other Parties in accordance with the provisions of this Section 12.4. 

  
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 12.5 Assignment 
 No party may assign this Agreement or any rights or obligations under this Agreement without the prior written consent of the other Party. 
 12.6 Enurement 
 This Agreement enures to the benefit of and is binding upon the Parties and
their respective successors (including any successor by reason of amalgamation of any Party) and permitted assigns. 
 12.7 Amendment

 No amendment, supplement, modification or waiver or termination of this Agreement and, unless otherwise specified, no consent or approval
by any Party, is binding unless executed in writing by the Party to be bound thereby. 
 12.8 Further Assurances 

The Parties shall, with reasonable diligence, do all such things and provide all such reasonable assurances as may be required to consummate the
transactions contemplated by this Agreement, and each Party shall provide such further documents or instruments required by any other Party as may be reasonably necessary or desirable to effect the purpose of this Agreement and carry out its
provisions, whether before or after the Closing provided that the costs and expenses of any actions taken after Closing at the request of a Party shall be the responsibility of the requesting Party. 

  
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 12.9 Execution and Delivery 
 This Agreement may be executed by the Parties in counterparts and may be executed and delivered by facsimile or portable document format (PDF) and all such counterparts and facsimiles together constitute
one and the same agreement. 
 IN WITNESS OF WHICH the Parties have executed this Agreement. 

 

			
	POSTMEDIA NETWORK INC.
		
	By:	 	“Paul Godfrey”
		 	Name: Paul Godfrey
		 	Title: President and Chief Executive Officer
		
	 By:
	 	“Doug Lamb”
		 	Name: Doug Lamb
		 	Title: Chief Financial Officer


  

			
	TC PUBLICATION LIMITED PARTNERSHIP,
by its General Partner 0920234 B.C. Ltd.
		
	By:	 	“Jonathan Kennedy”
		 	Name: Jonathon Kennedy
		 	Title: President
		
	By:	 	“Orest Smysnuik”
		 	Name: Orest Smysnuik
		 	Title: Chief Financial Officer


  

			
	GVIC COMMUNICATIONS CORP.
		
	By:	 	“Jonathan Kennedy”
		 	Name: Jonathon Kennedy
		 	Title: President & Chief Executive Officer
		
	By:	 	“Orest Smysnuik”
		 	Name: Orest Smysnuik
		 	Title: Chief Financial Officer



  
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