{"id":43223,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-for-sale-and-purchase-of-assets-bfgoodrich-co-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-for-sale-and-purchase-of-assets-bfgoodrich-co-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-for-sale-and-purchase-of-assets-bfgoodrich-co-and.html","title":{"rendered":"Agreement for Sale and Purchase of Assets &#8211; BFGoodrich Co. and PMD Group Inc."},"content":{"rendered":"<pre>\n                         AGREEMENT FOR SALE AND PURCHASE\n                                    OF ASSETS\n\n                                     BETWEEN\n\n                            THE B.F.GOODRICH COMPANY\n                                   (\"Seller\")\n\n                                       AND\n\n                                 PMD GROUP INC.\n                                    (\"Buyer\")\n\n\n\n\n\n\n\n\n\n\n\n                          DATED AS OF NOVEMBER 28, 2000\n\n\n\n\n   2\n\n\n\n                                TABLE OF CONTENTS\n\n\n                                                                            Page\n\n\nARTICLE I        PURCHASE AND SALE OF ASSETS...................................2\n  Section 1.1.   Transaction; Sale Assets......................................2\n  Section 1.2.   Excluded Assets...............................................4\n  Section 1.3.   Title to Sale Assets..........................................6\n  Section 1.4.   Excluded Liabilities..........................................6\n  Section 1.5.   Assumed Liabilities...........................................7\n  Section 1.6.   Purchase Price................................................8\n  Section 1.7.   Allocation of Purchase Price..................................8\n  Section 1.8.   Closing.......................................................9\n  Section 1.9.   Purchase Price Adjustment.....................................9\n\nARTICLE II       REPRESENTATIONS AND WARRANTIES OF SELLER.....................12\n  Section 2.1.   Organization; Power..........................................12\n  Section 2.2.   Capitalization...............................................13\n  Section 2.3.   Authority; No Violation......................................13\n  Section 2.4.   Ownership of Stock and Equity Interest.......................14\n  Section 2.5.   Title to Sale Assets and Related Matters.....................14\n  Section 2.7.   Other Tangible Property......................................14\n  Section 2.8.   No Sales or Options..........................................15\n  Section 2.9    Financial Statements.........................................15\n  Section 2.10.  Actions Pending..............................................15\n  Section 2.11.  Absence of Changes or Events.................................16\n  Section 2.12.  Compliance with Laws:  No Default............................16\n  Section 2.13.  Real Property................................................17\n  Section 2.14.  Material Contracts...........................................17\n  Section 2.15.  Licenses and Permits.........................................19\n  Section 2.16.  Intellectual Property........................................20\n  Section 2.17.  Environmental Matters........................................21\n  Section 2.18.  Labor Relations; Employees...................................23\n  Section 2.19.  Employee Benefit Plans.......................................24\n  Section 2.20.  Tax Matters..................................................26\n  Section 2.21.  Brokers' or Finders' Fee.....................................28\n  Section 2.22.  No Other Representations and Warranties......................28\n  Section 2.23.  No Gifts or Similar Benefits.................................29\n  Section 2.24.  Affiliate Transactions.......................................29\n  Section 2.25.  Suppliers and Customers......................................29\n  Section 2.26.  Product Liability Claims.....................................29\n\nARTICLE III      REPRESENTATIONS AND WARRANTIES OF BUYER......................29\n  Section 3.1.   Organization; Power..........................................30\n  Section 3.2.   Authority; No Violation; Etc.................................30\n\n                                       i\n   3\n\n  Section 3.3.   Consents and Approvals.......................................30\n  Section 3.4.   Actions Pending..............................................31\n  Section 3.5.   Disclaimer as to Condition of Sale Assets....................31\n  Section 3.6.   Nonreliance..................................................31\n  Section 3.8.   Investment Intent............................................31\n  Section 3.9.   Legend.......................................................31\n  Section 3.10.  Brokers' or Finders' Fees....................................32\n  Section 3.11.  Financing....................................................32\n  Section 3.12.  Buyer Investment Plan........................................32\n  Section 3.13.  No Other Representations Or Warranties.......................32\n\nARTICLE IV       PRE-CLOSING COVENANTS OF SELLER..............................32\n  Section 4.1.   Maintenance of Corporate and Entity Status...................32\n  Section 4.2.   Operation of the Business....................................32\n  Section 4.3.   Other Offers.................................................35\n  Section 4.4.   Access to Information........................................35\n  Section 4.5.   Insurance....................................................36\n  Section 4.6.   Required Consents and Approvals..............................36\n  Section 4.7.   Pre-Transaction Notification, Transfer Statutes..............36\n  Section 4.8.   Seller's Actions.............................................38\n  Section 4.9.   Notice of Material Adverse Change............................38\n  Section 4.10.  Cooperation..................................................38\n  Section 4.11.  Intercompany Accounts........................................39\n  Section 4.12.  Acquisition of Rights to Confidentiality.....................39\n  Section 4.13.  Textile Consolidation Project................................39\n  Section 4.14.  Satisfaction of Indebtedness.................................39\n  Section 4.15.  Transfer of Excluded Real Property...........................39\n\nARTICLE V        PRE-CLOSING COVENANTS OF BUYER...............................40\n  Section 5.1.   Required Consents and Approvals..............................40\n  Section 5.2.   Pre-Transaction Notification.................................40\n  Section 5.3.   Buyer's Actions..............................................41\n  Section 5.4.   Notice of Material Adverse Change............................41\n  Section 5.5.   Cooperation..................................................41\n\nARTICLE VI       CONDITIONS PRECEDENT TO PERFORMANCE OF BUYER.................41\n  Section 6.1.   Accuracy of Representations and Warranties of Seller.........41\n  Section 6.2.   Compliance...................................................42\n  Section 6.3.   Approval.....................................................42\n  Section 6.4.   Authorization................................................42\n  Section 6.5.   Litigation...................................................42\n  Section 6.6.   Closing Deliveries...........................................43\n  Section 6.7.   Material Adverse Effect......................................43\n  Section 6.8    Financing....................................................43\n\nARTICLE VII      CONDITIONS PRECEDENT TO PERFORMANCE OF SELLER................43\n  Section 7.1.   Accuracy of Representations and Warranties of Buyer..........43\n\n                                       ii\n   4\n\n  Section 7.2.   Compliance...................................................43\n  Section 7.3.   Approval.....................................................44\n  Section 7.4.   Authorization................................................44\n  Section 7.5.   Litigation...................................................44\n  Section 7.6.   Closing Deliveries...........................................44\n\nARTICLE VIII     TERMINATION..................................................45\n  Section 8.1.   Termination by Mutual Agreement..............................45\n  Section 8.2.   Termination by Buyer.........................................45\n  Section 8.3.   Termination by Seller........................................45\n  Section 8.4.   Termination with Respect to Antitrust Matters................45\n  Section 8.5.   Effect of Termination........................................46\n\nARTICLE IX       ADDITIONAL AGREEMENTS........................................46\n  Section 9.1.   Confidentiality..............................................46\n  Section 9.2.   Obligations with Respect to Seller's Employees...............46\n  Section 9.3.   Certain Costs................................................54\n  Section 9.4.   Option to Purchase EMD Business..............................55\n  Section 9.5.   Title to Real Property.......................................55\n  Section 9.6.   Product Liability Claims.....................................55\n  Section 9.7.   Bulk Transfer Laws...........................................55\n  Section 9.8.   Name Changes of Stock Group Subsidiaries.....................56\n  Section 9.9.   Provision of Transition Services.............................56\n  Section 9.10.  Further Assurances...........................................56\n  Section 9.11.  Accounting and Other Assistance..............................58\n  Section 9.12.  Tax Matters..................................................59\n  Section 9.13.  Noncompetition...............................................66\n  Section 9.14.  Directors' and Officers' Insurance...........................67\n  Section 9.15.  Operating Cash...............................................67\n  Section 9.16.  Aerospace Lease..............................................67\n  Section 9.17.  EMD Lease....................................................67\n  Section 9.18.  Sublicense of Lemelson License...............................67\n\nARTICLE X        CLOSING DELIVERIES...........................................68\n  Section 10.1.  Deliveries to Buyer at the Closing...........................68\n  Section 10.2.  Deliveries to Seller at the Closing..........................69\n  Section 10.3.  Third-Party Consents.........................................70\n\nARTICLE XI       INDEMNIFICATION..............................................71\n  Section 11.1.  Indemnification By Seller....................................71\n  Section 11.2.  Indemnification by Buyer.....................................71\n  Section 11.3.  Indemnity and Cost Sharing with Respect to \n                 Environmental Costs..........................................72\n  Section 11.4.  Claims.......................................................79\n  Section 11.5.  Survival of Representations and Warranties...................80\n  Section 11.6.  Indemnification Limitations..................................80\n  Section 11.7.  Exclusive Remedy.............................................81\n  Section 11.8.  Lost Profits and Special Damages.............................81\n\n                                      iii\n   5\n\nARTICLE XII      MISCELLANEOUS PROVISIONS.....................................82\n  Section 12.1.  Counterparts.................................................82\n  Section 12.2.  Entire Agreement.............................................82\n  Section 12.3.  Exhibits and Disclosure Statement............................82\n  Section 12.4.  Expenses.....................................................82\n  Section 12.5.  Interpretation...............................................82\n  Section 12.6.  Governing Law................................................82\n  Section 12.7.  Headings.....................................................82\n  Section 12.8.  Interpretation...............................................82\n  Section 12.9.  Modification and Waiver......................................83\n  Section 12.10. Notices......................................................83\n  Section 12.11. Press Release................................................85\n  Section 12.12. Rights of Parties Assignability; Binding Effect..............85\n  Section 12.13. Currency.....................................................85\n  Section 12.14. Severability.................................................85\n\nAppendix A.      Certain Definitions.........................................A-1\n\nExhibits\n--------\n\nA               May 31, 2000 Balance Sheet\nB               May 31, 2000 Working Capital Statement\nC               Terms of Seller Note\nD               Commitment Letters\nE               Terms of Aerospace Lease Agreement\nF               Terms of EMD Lease Agreement\n\nSchedules\n---------\n\nB(i)            Stock Selling Subsidiaries; Stock Subsidiaries\nB(ii)           Asset Subsidiaries\nD               Equity Subsidiaries\nE               Indirect Subsidiaries\n1.1(a)          Real Property Acquired by Asset Purchase\n1.1(e)          Certain Contracts Assigned by Asset Purchase\n1.1(f)          Certain Intangible Acquired by Asset Purchase\n1.2(j)          Retained Intellectual Property\n1.2(l)          EMD Assets\n1.2(m)          Brecksville Vacant Land\n1.2(n)          Closed Facilities\n1.2(o)          Textile Dyes Business\n1.2(p)          Other Excluded Assets\n1.5             Other Assumed Liabilities\n1.7             Allocation of Purchase Price\n1.9             Principles for Preparation of Seller's Working Capital Statement\n4.2(a)          Capital Expenditures\n\n                                       iv\n   6\n\n4.2(b)           Operation of Business\n4.4              Access to Information\n4.10             Cooperation\n4.13             Textile Consolidation Project\n6.4(b)           Material Consents\n9.1              Confidentiality Agreement\n9.2(d)           Transition Arrangements\n9.5              Surveys\/Title Commitments\n9.10(d)          Defined Remediation Projects\n11.3(c)          Certain Identified Facilities\n11.3(e)(ii)      Apportionment\n11.3(g)          Certain Identified Areas\nA                Persons Deemed to Have Knowledge\n\nDisclosure Schedule\n-------------------\nSection 2.1(a)      List of Subsidiaries\nSection 2.2(a)      Capitalization of corporate Subsidiaries that are part of\n                    Stock Group\nSection 2.2(b)      Capitalization of Equity Subsidiaries\nSection 2.2(d)      Incumbent Directors and Officers\nSection 2.3         Defaults and Violations\nSection 2.5         Title to Sale Assets\nSection 2.7         Other Tangible Property\nSection 2.8         Sales or Options\nSection 2.9(a)      Financial Statements\nSection 2.9(b)      Liabilities Not Reflected in Financial Statements\nSection 2.9(c)      Debt For Borrowing Money\nSection 2.10        Actions Pending\nSection 2.11        Change or Events\nSection 2.12        Compliance with Laws; Defaults\nSection 2.13(a)     Owned Real Property\nSection 2.13(b)     Condemnation Proceedings\nSection 2.13(c)     Leased Real Property\nSection 2.14        Material Contracts\nSection 2.15        Licenses and Permits\nSection 2.16(a)     Intellectual Property\nSection 2.16(b)     Intellectual Property Restrictions\nSection 2.16(c)     Infringement of Intellectual Property\nSection 2.16(d)     Intellectual Property Licensed to Third Parties\nSection 2.16(e)     Intellectual Property License or Royalty Fees Arrangements\n                    with Third Parties\nSection 2.16(f)     Actions Pending regarding Intellectual Property\nSection 2.16(g)     Infringements on Intellectual Property\nSection 2.16(h)     Intellectual Property Agreements to be Assigned to Buyer \n                    (except patents and trademarks)\nSection 2.17(a)     Environmental Compliance\nSection 2.17(b)     Environmental Matters\nSection 2.17(g)     Connecticut and New Jersey Operations\n\n                                       v\n   7\n\nSection 2.18        Collective Bargaining Agreement; Labor Relations\nSection 2.19(a)     Employee Plans\nSection 2.19(d)     Certain Payments due upon Consummation of Transaction\nSection 2.19(f)     Retiree Benefit Plans\nSection 2.20        Tax Matters\nSection 2.20(a)     Tax Group\nSection 2.20(c)     Tax Returns of Stock Subsidiaries and Equity Subsidiaries\nSection 2.20(g)     Other Tax Returns\nSection 2.23        Gifts and Similar Benefits\nSection 2.24        Affiliate Transactions\nSection 2.25        Suppliers and Customers\nSection 2.26        Product Liability Claims\n\n                                       vi\n   8\n\n\n\n                         AGREEMENT FOR SALE AND PURCHASE\n                                    OF ASSETS\n\n\n         This Agreement for Sale and Purchase of Assets (the \"Agreement\") dated\nas of November 28, 2000 is by and between THE B.F.GOODRICH COMPANY, a New York\ncorporation (\"Seller\"), and PMD GROUP INC., a Delaware corporation (\"Buyer\").\n\n                                 R E C I T A L S\n\n         A. Seller's Performance Materials business segment develops,\nmanufactures, markets, distributes and sells a broad range of specialty\nthermoplastic materials and polymer additives, thickeners, emulsions and other\nadditives for consumer and industrial applications (the \"Business\").\n\n         B. Each of the companies listed in Schedule B(i) (the \"Stock Selling\nSubsidiaries\") and the companies listed in Schedule B(ii) (the \"Asset\nSubsidiaries\") is a direct or indirect wholly owned subsidiary of Seller;\n\n         C. Seller and each of the Stock Selling Subsidiaries is the registered\nand beneficial owner of the share capital of those companies set forth opposite\ntheir respective names in Schedule B(i) (the \"Stock Subsidiaries\");\n\n         D. Seller is the beneficial owner of the membership or ownership\ninterest of those companies set forth in Schedule D (the \"Equity Subsidiaries\").\n\n         E. Each Stock Subsidiary is the beneficial owner of share capital or\nother ownership interest of those companies for which it is identified as the\n\"Stock Selling Subsidiary\" in Schedule E (the \"Indirect Subsidiaries\" and,\ncollectively with the Stock Subsidiaries and the Equity Subsidiaries, the \"Stock\nGroup\").\n\n         F. The Business is carried on through Seller, the Asset Subsidiaries,\nand the members of the Stock Group (the Asset Subsidiaries and the members of\nthe Stock Group are collectively referred to as the \"Subsidiaries\").\n\n         G. Seller desires to sell or cause to be sold to Buyer (the \"Sale\") and\nBuyer desires to purchase from Seller, the Stock Selling Subsidiaries and the\nAsset Subsidiaries (the \"Purchase\") (i) the Stock and the Equity Interest (as\ndefined below) and (ii) all of the assets that are used, held for use or useful\nsolely or primarily in connection with the operation of the Business, on the\nterms, and subject to the conditions, set forth herein.\n\n         H. Seller is acting in its own name and on behalf of the Stock Selling\nSubsidiaries and the Asset Subsidiaries.\n\n\n   9\n\n         I. Capitalized terms used in this Agreement shall have the meaning\nascribed to such terms in Appendix A attached to this Agreement.\n\n                               A G R E E M E N T S\n\n         In consideration of the mutual representations, warranties, covenants,\nagreements and conditions contained herein and in order to set forth the terms\nand conditions of the Purchase and the Sale (together, the \"Transaction\") and\nthe manner of effecting the Transaction, the parties hereto agree as follows:\n\n\n                                    ARTICLE I\n                           PURCHASE AND SALE OF ASSETS\n\n         SECTION 1.1. TRANSACTION; SALE ASSETS. On the Closing Date:\n\n                  Stock. Seller shall, and shall cause each relevant Stock\nSelling Subsidiary to, transfer, assign and deliver to Buyer (or its designee)\nall of the issued and outstanding shares of capital stock (the \"Stock\") of the\nStock Subsidiaries;\n\n                  Equity Interest. Seller shall, and shall cause each relevant\nStock Selling Subsidiary to, transfer, assign, and deliver to Buyer (or its\ndesignee) all of its membership or ownership interest (the \"Equity Interest\") in\nand to the Equity Subsidiaries; and\n\n                  Assets. Seller shall, and shall cause each Asset Subsidiary\nto, sell, transfer, assign and deliver to Buyer (or its designee) all of their\nrespective right, title and interest in and to all other assets owned, on the\nClosing Date, by Seller or by any Asset Subsidiaries that are used, held for use\nor useful solely or primarily in connection with the operation of the Business\n(the \"Assets,\" and together with the Stock and the Equity Interest, the \"Sale\nAssets\").\n\n         Buyer (or its designee) shall purchase the Sale Assets from Seller, the\nAsset Subsidiaries and the Stock Selling Subsidiaries, all for the consideration\nand upon and subject to the other terms and conditions hereinafter set forth.\n\n         The Assets include, without limitation, the following assets, rights,\ninterests and other properties of Seller and the Asset Subsidiaries, but the\nAssets specifically exclude the Excluded Assets as described in Section 1.2:\n\n                  (a) Real Property. All of Seller's and the Asset Subsidiaries'\nright, title and interests in the Owned Real Property (each parcel of which is\ndescribed in Schedule 1.1(a)) (the \"Real Property Acquired by Asset Purchase\"),\ntogether with all buildings, improvements, fixtures and appurtenances thereto.\n\n                  (b) Inventory and Supplies. All right, title and interest of\nSeller and any Asset Subsidiaries in inventory and supplies on the Closing Date\nthat are used, held for use or useful solely or primarily in connection with the\noperation of the Business, including without limitation, \n\n\n\n                                       2\n   10\n\nraw materials, work-in-process and finished goods, inventory and supplies in\ntransit or on consignment and any and all other supplies stored, kept or\nmaintained by or on behalf of Seller and the Asset Subsidiaries, wherever\nlocated, (the \"Inventory and Supplies Acquired by Asset Purchase\").\n\n                  (c) Tangible Property. All right, title and interest of Seller\nand any Asset Subsidiaries in the tangible property, other than the Inventory\nand Supplies Acquired by Asset Purchase, on the Closing Date that is used, held\nfor use or useful solely or primarily in connection with the operation of the\nBusiness, including, without limitation, all leasehold improvements, equipment,\nfurniture and fixtures, machinery, vehicles, tools and other fixed assets and\nall records relating thereto including operating and engineering records (the\n\"Other Tangible Property Acquired by Asset Purchase\").\n\n                  (d) Accounts Receivable. All right, title and interest of\nSeller and any Asset Subsidiaries in accounts, notes and other receivables of\nthe Business on the Closing Date, and any collateral or other security relating\nthereto and all proceeds thereof (the \"Receivables Acquired by Asset Purchase\").\n\n                  (e) Contract Rights. Subject to Section 10.3, all of Seller's\nand the Asset Subsidiaries' rights under those contracts, sales and purchase\norders, customer orders, leases for real and personal property, licenses,\ncommitments and agreements to which any of Seller and the Asset Subsidiaries are\na party on the Closing Date that are used, held for use or useful solely or\nprimarily in connection with the operation of the Business including, but not\nlimited to, those set forth on Schedule 1.1(e) (the \"Contracts Assigned by Asset\nPurchase\").\n\n                  (f) Intellectual Property Rights. Except as provided in\nSections 1.2(i) and 1.2(j), below, all of Seller's and the Asset Subsidiaries'\nrights in domestic and foreign patents, trademarks, software licenses, trade\nnames, service marks, copyrights, government approvals, permits and\nauthorizations (irrespective of whether such governmental approvals, permits and\nauthorizations apply to intellectual property matters, but excluding Permits\nwhich are non-transferable under applicable law), together with all applications\nand registrations for any of the foregoing, customer lists, supplier lists,\ntechnical know-how, utility models, designs, proprietary software, trade\nsecrets, confidential information and other similar intangible assets and all\nlicenses, agreements and permissions related to the foregoing owned by Seller\nand the Asset Subsidiaries on the Closing Date and used, held for use, or useful\nsolely or primarily in connection with the operation of the Business, including,\nbut not limited to, the items set forth on Schedule 1.1(f) (the \"Intangibles\nAcquired by Asset Purchase\").\n\n                  (g) Books and Records. Originals of all books and records of\nSeller and the Asset Subsidiaries relating solely to the Business and copies of\nportions of such of the books and records to the extent they relate primarily to\nthe Business which, in the reasonable discretion of Buyer, will be necessary or\nuseful to Buyer in connection with the operation of the Business following the\nClosing Date (the \"Books and Records Acquired by Asset Purchase\").\n\n                  (h) Certain Prepaid Expenses. All non-refundable and\ntransferable prepaid expenses, prepaid assets and deposits paid by Seller or the\nAsset Subsidiaries prior to the Closing \n\n\n\n                                       3\n   11\n\nDate related solely or primarily to the Business for which Buyer will receive\nthe benefit after the Closing Date (the \"Assigned Prepaid Expenses Acquired by\nAsset Purchase\").\n\n                  (i) Causes of Action. All of Seller's and the Asset\nSubsidiaries' rights, credits, causes of action or rights of set-off against\nthird parties relating to the Sale Assets or any assets of the members of the\nStock Group, including, without limitation, unliquidated rights under\nmanufacturer's and vendor warranties.\n\n                  (j) Goodwill. All goodwill associated with the Business or the\nSale Assets, together with the right to represent to third parties that the\nBuyer is the successor to the Business.\n\n                  (k) Other Assets. Except as provided in Section 1.2 below, the\nright, title and interest of Seller and any Asset Subsidiaries in all other\ntangible and intangible assets on the Closing Date that are used, held for use,\nor useful solely or primarily in connection with the operation of the Business.\n\n         SECTION 1.2. EXCLUDED ASSETS. Notwithstanding anything in Section 1.1\nabove to the contrary, specifically excluded from the Transaction are the\nfollowing assets none of which shall be a part of the Assets or assets held by\nany member of the Stock Group (the \"Excluded Assets\"):\n\n                  (a) All cash, cash equivalents, securities available for sale,\nbank accounts, and certificates of deposit other than cash in the amount of Five\nMillion Dollars ($5,000,000), as described in Section 9.15 and other than any\ncash taken into account in calculating the Purchase Price pursuant to Section\n1.9(a)(ii).\n\n                  (b) All prepaid expenses, prepaid assets and deposits, any of\nwhich are non-transferable and are refundable to Seller or any of its\nSubsidiaries (including without limitation prepaid insurance and related rights\nto the refund of unearned premiums as of the Closing Date, cash on deposit with\nthe Internal Revenue Service, state or foreign taxing authorities, public\nutilities and other service providers) and owned by Seller or any of its\nSubsidiaries on the Closing Date, but only to the extent such assets are\nexcluded for purposes of calculating Net Working Capital of the Business as of\nthe Closing Date.\n\n                  (c) Tax Returns and tax records of Seller and its Subsidiaries\n(other than the Tax Returns and Tax records of the members of the Stock Group)\nand all rights of Seller or any of its Subsidiaries to any claims for any\nfederal, state, local or foreign tax refunds relating to the operation of the\nBusiness or the ownership of the Sale Assets during periods prior to the Closing\nDate, but only to the extent such claims for refunds are excluded for purposes\nof calculating Net Working Capital of the Business as of the Closing Date.\n\n                  (d) All books, files, papers and records (including without\nlimitation minute books and stock transfer records) relating solely or primarily\nto general corporate affairs of Seller, the Stock Selling Subsidiaries and the\nAsset Subsidiaries and any records or instruments relating solely or primarily\nto the Excluded Assets.\n\n\n\n                                       4\n   12\n\n                  (e) All policies of insurance of Seller and its Subsidiaries\nand all of Seller's and its Subsidiaries' rights thereunder.\n\n                  (f) Permits which are non-transferable under applicable law.\n\n                  (g) Except to the extent provided in Section 9.2, (i) all of\nthe assets of the Employee Benefit Plans, (ii) any insurance contract, trust,\nthird party administrator contract, or other funding arrangement for such plans,\n(iii) any contracts with third parties relating to the administration of such\nplans, and (iv) any monies held by Seller or its Subsidiaries in any account\ndedicated to the payment of benefits or insurance premiums relating to any such\nplan.\n\n                  (h) Any software computer programs and data bases which are\nnot solely or primarily used or held for use in the Business.\n\n                  (i) Except as otherwise set forth in Section 9.8, all of\nSeller's and its Subsidiaries' rights to use the name \"Goodrich,\" \"B.F.\nGoodrich\" and \"BFG,\" alone or in combination with any other words or terms or\nvariations of such words or terms.\n\n                  (j) Any intellectual property of Seller or its Subsidiaries,\nincluding, patents, licenses, trademarks, trade names, copyrights, know-how and\ntrade secrets (i) that are not solely or primarily used, held for use or useful\nin connection with the operation of the Business, or (ii) that are listed on\nSchedule 1.2(j) (\"Retained Intellectual Property\").\n\n                  (k) Except as otherwise set forth in Section 4.12, (i)\ninformation relating to Seller's negotiations for the sale or other ownership\narrangement of all or a portion of the Business and any other transaction with\nBuyer or any third party who or which was interested in the Business or any\nother businesses, divisions, commercial business units or assets of Seller or\nits Subsidiaries or affiliates and (ii) any confidential information of third\nparties which is contained within records exclusively dedicated for and relating\nto the Business, or otherwise held under an obligation of confidentiality, which\nis subject to an obligation of confidentiality which is not assumed by Buyer\npursuant to this Agreement or otherwise or for which consent for such assumption\nis necessary and not obtained.\n\n                  (l) Subject to Section 9.4, all of the assets directly related\nto Seller's Electronic Materials Business (\"EMD Business\") including but not\nlimited to those assets described on Schedule 1.2(l).\n\n                  (m) That certain parcel of vacant land of approximately 150\nacres in Brecksville, Ohio, as depicted on the map attached to Schedule 1.2(m)\n(the \"Brecksville Vacant Land\").\n\n                  (n) All of the real property of those facilities described on\nSchedule 1.2(n) (the \"Closed Facilities\") along with all of the tangible\npersonal property located at the Closed Facilities.\n\n\n\n                                       5\n   13\n\n                  (o) All of the real property described on Schedule 1.2(o) (the\n\"Textile Dyes Facilities\") along with all of the assets directly related to the\nTextile Dyes business, including, but not limited to, those described on\nSchedule 1.2(o).\n\n                  (p) All other assets of Seller or the Asset Subsidiaries not\nused or useful solely or primarily in connection with the Business and\/or\notherwise listed in Schedule 1.2(p).\n\n         SECTION 1.3. TITLE TO SALE ASSETS. At the Closing, the Sale Assets\nshall be sold, transferred, assigned and conveyed to Buyer free and clear of any\nand all liens, mortgages, pledges, security interests, conditional sales\nagreements, charges, claims, options, conditions, easements and restrictions of\nrecord and any other encumbrances of any kind or nature whatsoever\n(collectively, \"Encumbrances\"), except (in the case of the Assets) for Permitted\nEncumbrances and except as otherwise expressly provided in this Agreement. On\nthe Closing Date, Seller shall, and shall cause the Stock Selling Subsidiaries\nto, transfer to Buyer (or its designee) good and marketable title to the Stock\nand the Equity Interest, free and clear of all Encumbrances, proxies, voting\nrights or agreements and other restrictions and limitations of any kind.\n\n         SECTION 1.4. EXCLUDED LIABILITIES. Except as expressly set forth in\nSection 1.5, Buyer shall neither assume nor become responsible for any\nLiabilities of Seller or its Subsidiaries or affiliates at the Closing\n(collectively, the \"Excluded Liabilities\"). All Excluded Liabilities shall\nremain the sole obligation and responsibility of Seller, its Subsidiaries or\naffiliates or predecessors (in each case, who are not members of the Stock\nGroup), as applicable. The Excluded Liabilities include, without limitation, the\nfollowing:\n\n                  (a) Liabilities relating to or arising in respect of any of\nthe Excluded Assets;\n\n                  (b) Liabilities in respect of Taxes, or any reporting\nrequirement or estimated Tax payable with respect thereto, including all Taxes\nresulting from or with respect to the Assets prior to the Closing (except as\nprovided in Section 9.12);\n\n                  (c) the fees and expenses incurred by the Seller or any of its\nSubsidiaries or affiliates in connection with negotiating, preparing, closing\nand carrying out the provisions of this Agreement and the Transaction,\nincluding, but not limited to, the fees, disbursements and expenses for Seller's\nattorneys, accountants, financial advisers and any other consultants;\n\n                  (d) except as provided in Section 9.2, all liabilities with\nrespect to Employee Benefit Plans, including liabilities for post-retirement\nhealth and life insurance benefits, Management Continuity Agreements, Retention\nAgreements, Management Retention Agreements and Supplemental Executive\nRetirement Plan Agreements;\n\n                  (e) any indebtedness for borrowed money of Seller or any of\nits Subsidiaries or affiliates to third parties or to Seller or any of its\nSubsidiaries or affiliates (other than amounts owed between any members of the\nStock Group) and any guarantees or obligations to reimburse a bank or any other\nPerson under any letter of credit or similar obligations, and any interest,\nfees, prepayment premium and other amounts payable in respect thereof;\n\n\n\n                                       6\n   14\n\n                  (f) all Liabilities against which Seller has agreed to\nindemnify Buyer pursuant to this Agreement but only to the extent of such\nobligation to indemnify;\n\n                  (g) Liabilities arising in connection with any (i) disposition\nprior to the Closing by Seller or any of its affiliates of stock or assets\n(whether by stock or asset sale, merger or other transaction) formerly\ncomprising a product line, segment, portion or division of the Business,\nincluding without limitation, Liabilities arising in connection with the\ndispositions of Tremco, Inc. and Tremco Autobody Technologies, Inc. or (ii)\nproduct line, segment, portion or division of the Business discontinued prior to\nthe Closing;\n\n                  (h) Liabilities arising in connection with product lines of\nthe Business manufactured, sold or delivered prior to the Closing Date\n(including, without limitation, Liabilities under any warranty or product\nliability claims or product recalls or defects, including defective material,\ndesign or manufacturing claims) which product lines are not, as of the date\nhereof or as of the Closing Date, currently manufactured or sold by the\nBusiness; and\n\n                  (i) Other Liabilities expressly assumed or retained by Seller\nunder this Agreement.\n\n         SECTION 1.5. ASSUMED LIABILITIES. Notwithstanding anything in this\nAgreement to the contrary, at the Closing, Buyer shall assume and agree to pay,\nperform and discharge as and when due the following Liabilities of the Seller or\nthe Asset Subsidiaries (the \"Assumed Liabilities\"):\n\n                  (a) bona fide liabilities of the Business (other than any\nnon-current Liability described in Section 1.4(a) through Section 1.4(i)) as\nreflected, or for which amounts are reserved for, on the Closing Balance Sheet\nto the extent such liabilities are of the type reflected on the May 31, 2000\nBalance Sheet or are of a different type and arose subsequent thereto and are\ntaken into account in the calculation of the Net Working Capital as of the\nClosing Date;\n\n                  (b) Except as provided in Section 1.4(f), Liabilities relating\nto or arising out of or incurred in connection with the performance after the\nClosing Date of all Contracts Assigned by Asset Purchase (other than items set\nforth in Section 1.4(d));\n\n                  (c) Except as provided in Sections 1.4(h) or 9.6, Liabilities\nunder any warranty or product liability claims, or product recalls or defects,\nincluding defective material, design or manufacturing claims and merchandise\nreturns made or received after the Closing Date with respect to products of the\nBusiness manufactured, sold or delivered by Seller or its Subsidiaries prior to,\non or after the Closing Date;\n\n                  (d) Liabilities of the Business constituting Permitted\nEncumbrances;\n\n                  (e) Other Liabilities expressly assumed by Buyer under this\nAgreement or listed on Schedule 1.5; and\n\n\n\n                                       7\n   15\n\n                  (f) Except as otherwise specifically provided in this\nAgreement, Liabilities arising from events relating to the ownership of the\nAssets and\/or operation of the Business or Assets with respect to the period\nafter the Closing Date.\n\n         SECTION 1.6. PURCHASE PRICE. The purchase price to be paid by Buyer for\nthe Sale Assets shall be One Billion Four Hundred Million United States Dollars\n($1,400,000,000) (as such number may be adjusted pursuant to the immediately\nsucceeding sentence and Section 1.9, the \"Purchase Price\"). The Purchase Price\n(as adjusted pursuant to Section 1.9(i)) shall be paid at the Closing as\nfollows: (i) the delivery of a promissory note, containing those terms set forth\non Exhibit C, in the amount of Two Hundred Million Dollars ($200,000,000)\n(\"Seller Note\") and (ii) the remainder of the Purchase Price in immediately\navailable funds in United States Dollars to an account designated in writing by\nSeller; provided that, at Buyer's option (exercisable anytime prior to the\nClosing) the principal amount of the Seller Note may be reduced by up to Seventy\nFive Million Dollars ($75,000,000) and the cash portion of the Purchase Price\nincreased by an amount equal to 80% of any such principal amount reduction. The\nPurchase Price (as adjusted pursuant to the immediately preceding sentence and\nSection 1.9(i)) shall be subject to a post-closing adjustment as provided in\nSection 1.9.\n\n         SECTION 1.7. ALLOCATION OF PURCHASE PRICE.\n\n                  (a) Buyer shall prepare (and send to Seller) a proposed\nallocation of the Purchase Price and the Assumed Liabilities to the Sale Assets\nin accordance with the guidelines set forth in Schedule 1.7 no later than\nforty-five (45) days after the Determination Date. The parties acknowledge that\nsuch allocation shall be determined based on the fair market values of the Sale\nAssets in accordance with Section 1060 of the Code, or under Section 338 of the\nCode, in each case to the extent such Section applies to the Transaction. If\nSeller disagrees with Buyer's proposed allocation, the parties will negotiate in\ngood faith in an attempt to resolve such disagreement. If the parties are unable\nto solve such disagreement, the parties agree to submit such dispute to Deloitte\n&amp; Touche LLP pursuant to procedures similar to those set forth in Section\n1.9(f). If Deloitte &amp; Touche LLP determines that Buyer's proposed allocation\nwith respect to any disputed items reflects a reasonable estimate of the\nrelative fair market values of the Sale Assets, Seller agrees to abide by such\ndetermination. If Deloitte &amp; Touche LLP determines that Buyer's proposed\nallocation with respect to any disputed items does not reflect a reasonable\nestimate of the relative fair market values of the Sale Assets, Deloitte &amp; Touche LLP shall determine the relative fair market values with respect to any\ndisputed items, together with any appropriate corresponding allocation, provided\nthat such determination must reflect the minimum allocations set forth on\nSchedule 1.7, and Buyer and Seller agree to abide by Deloitte &amp; Touche LLP's\ndetermination of fair market value. The parties shall report (including with\nrespect to the filing of Form 8594 with the Internal Revenue Service, to the\nextent such Form is applicable hereto) the sale and purchase of the Sale Assets\nfor all income tax purposes in a manner consistent with such agreed allocations\nand shall not, in connection with the filing of applicable Tax Returns, make any\nallocation of the Purchase Price and Assumed Liabilities which is contrary to\nsuch agreed allocations. The parties agree to consult with one another with\nrespect to any tax audit, controversy, or litigation relating to such\nallocations.\n\n\n\n                                       8\n   16\n\n                  (b) Buyer shall use reasonable efforts to prepare a tentative\nallocation of the Purchase Price and deliver such allocation to Seller, prior to\nClosing, provided that such tentative allocation shall be limited to the\nappropriate portions of the Purchase Price that are to be allocated to the\nfollowing entities: BFGoodrich F.C.C., Inc., BFGoodrich Chemical Belgie BVBA,\nand BFGoodrich Chemical Spain S.A. Buyer and Seller agree that such tentative\nallocations may be revised without prejudice when included in the allocation\nprepared pursuant to (a) above.\n\n                  (c) Buyer and Seller agree for all relevant tax purposes, to\nthe extent (i) the Purchase Price is properly allocable under the provisions of\nparagraph (a) to Sale Assets that are not directly owned by Seller but are\ninstead owned by an Asset Subsidiary or a Stock Selling Subsidiary, and (ii) the\nappropriate portion of the Purchase Price is paid to Seller in lieu of such\nAsset Subsidiary or Stock Subsidiary, that in such event the allocable portion\nof the Purchase Price received by Seller shall be held by Seller as collection\nagent for, and for the benefit of, the appropriate Asset Subsidiary or Stock\nSelling Subsidiary, and that such Subsidiary shall be deemed to possess the\nbeneficial ownership of such allocable portion of the Purchase Price. Buyer and\nSeller agree that they shall cooperate in the preparation and execution of any\ndocumentation determined to be necessary or desirable in effectuating the intent\nof this provision to the extent Buyer and Seller mutually determine that such\ndocumentation is appropriate.\n\n         SECTION 1.8. CLOSING. The consummation of the Transaction contemplated\nhereby (the \"Closing\") shall take place at 9:00 a.m., Eastern Standard Time, on\nthe later of: (i) February 26, 2001 or (ii) ten (10) business days after the\nsatisfaction or waiver of the conditions set forth in a Article VI and VII\n(other than those conditions that by their nature are to be satisfied at\nClosing, but subject to the satisfaction of such conditions), in the offices of\nSquire, Sanders &amp; Dempsey L.L.P., 4900 Key Tower, 127 Public Square, Cleveland,\nOhio 44114, or at such other time and place as Buyer and Seller shall mutually\nagree (the date on which the Closing takes place being referred to as the\n\"Closing Date\"). All actions scheduled in this Agreement for the Closing Date\nshall be deemed to occur simultaneously. For accounting purposes, the Closing\nshall be deemed to be effective at 5:00 p.m., Eastern Standard Time, on the\nClosing Date.\n\n         SECTION 1.9. PURCHASE PRICE ADJUSTMENT.\n\n                  (a) A Purchase Price adjustment to the Purchase Price shall be\nmade as follows: (i) the amount of any indebtedness for borrowed money of Seller\nor any of its affiliates from third parties that Buyer is assuming pursuant to\nthis Agreement and the amount of any indebtedness for borrowed money of any\nconsolidated members of the Stock Group from third parties shall be subtracted\nfrom the Purchase Price; (ii) the amount of cash and cash equivalents in excess\nof Five Million Dollars ($5,000,000) held in or by the wholly owned members of\nthe Stock Group as of the Closing Date shall be added to the Purchase Price,\n(iii) the change in Net Working Capital as of the Closing Date (as finally\ndetermined below) shall be added to or subtracted from the Purchase Price, and\n(iv) the amount, if any, of the adjustment derived in Section 1.9(i) shall be\nsubtracted from the Purchase Price, provided that such adjustment shall be\neffectuated solely through reduction of the Seller Note as described in Section\n1.9(i).\n\n                  (b) left blank intentionally.\n\n\n\n                                       9\n   17\n\n                  (c) Within sixty (60) days following the Closing, Seller shall\nprepare and deliver to Buyer an audited consolidated statement of assets to be\nsold and liabilities to be assumed of the Business as of the Closing Date\n(\"Closing Balance Sheet\") as reported on by Ernst &amp; Young LLP, together with a\ncomputation of the Net Working Capital as of the Closing Date (\"Seller's Closing\nWorking Capital Statement\") prepared in a manner consistent with the\nconsolidated statement of assets to be sold and liabilities to be assumed of the\nBusiness as of May 31, 2000, attached as Exhibit A hereto (the \"May 31, 2000\nBalance Sheet\") and the computation of the Net Working Capital as of May 31,\n2000, attached as Exhibit B hereto (\"May 31, 2000 Working Capital Statement\").\nThe Closing Balance Sheet and Seller's Closing Working Capital Statement shall\nbe, and the May 31, 2000 Balance Sheet and May 31, 2000 Working Capital\nStatement were, prepared consistent with past practice, in accordance with\naccounting principles generally accepted in the United States consistently\napplied, and in accordance with the principles set forth in the financial policy\nmanual of Seller, previously delivered to Buyer (the \"Guide\"), except in the\ncase of the May 31, 2000 and the Seller's Closing Working Capital Statement, as\nprovided in Schedule 1.9. In the event the Seller's Closing Working Capital\nStatement cannot be prepared both in accordance with generally accepted\naccounting principles and in a manner consistent with the Guide, compliance with\ngenerally accepted accounting principles shall be given priority, it being\nunderstood that the Guide is intended to be an interpretation of generally\naccepted accounting principles. As used in this Agreement, \"Net Working Capital\"\nshall be determined in accordance with Schedule 1.9. Subject to (g) and (h)\nbelow, (i) to the extent the Net Working Capital as of the Closing Date as\nfinally determined is greater than $197,119,757, the Purchase Price shall be\nincreased by the amount of such difference pursuant to Section 1.9(a)(iii) up to\na maximum of Twenty-Five Million Dollars ($25,000,000), and (ii) to the extent\nthe Net Working Capital as of the Closing Date as finally determined is less\nthan $197,119,757, the Purchase Price shall be decreased by the amount of such\ndifference pursuant to Section 1.9(a)(iii).\n\n                  (d) Buyer and its representatives shall have the right to\nobserve the work performed by Seller and\/or its representatives in connection\nwith the preparation of the Closing Balance Sheet and Seller's Closing Working\nCapital Statement, to examine and make copies of the work papers and other\ndocuments generated or reviewed in connection with the preparation of the\nClosing Balance Sheet and Seller's Closing Working Capital Statement and the May\n31, 2000 Balance Sheet and the May 31, 2000 Working Capital Statement, and to\naccess the books and records of Seller related to the Closing Balance Sheet and\nSeller's Closing Working Capital Statement and the May 31, 2000 Balance Sheet\nand the May 31, 2000 Working Capital Statement.\n\n                  (e) Buyer shall have forty-five (45) days after the receipt of\nSeller's Closing Working Capital Statement to review Seller's Closing Working\nCapital Statement, the work papers and other documents generated or reviewed by\nSeller in connection with the preparation of Seller's Closing Working Capital\nStatement, and the books and records of Seller related to Seller's Closing\nWorking Capital Statement (\"Buyer's Review Period\"). If, within Buyer's Review\nPeriod, Buyer disputes any item(s) on Seller's Closing Working Capital\nStatement, Buyer shall give Seller written notice of such disagreement\nspecifically identifying the item(s) and amount(s) in dispute and the basis for\nsuch dispute (the \"Buyer's Notice\"). The parties shall \n\n\n\n                                       10\n   18\n\nuse their reasonable efforts to reach agreement with respect to such disputed\nitems within forty-five (45) days following the delivery of Buyer's Notice, or\nsuch longer period as may be agreed upon by the parties (the \"Resolution\nPeriod\"). Any item(s) on Seller's Closing Working Capital Statement not\nspecifically identified in writing as a disputed item before the end of Buyer's\nReview Period shall be deemed to have been accepted by Buyer and shall not be\nsubject to any further dispute, review or change.\n\n                  (f) If the parties fail to reach a mutually agreeable\ndetermination with respect to Seller's Closing Working Capital Statement within\nthe Resolution Period, the disputed item(s) shall be resolved and, as a result\nthereof, the amount of the Net Working Capital on the Closing Date shall be\ndefinitely and finally resolved by Deloitte &amp; Touche LLP, or if Deloitte &amp; Touche LLP does not agree in writing to serve in such capacity, a\nnationally-recognized firm of independent public accountants agreed upon by both\nSeller and Buyer (in either case, the \"Accounting Firm\"), who shall act as\nexperts not as arbitrators and whose determination shall be final and binding.\nThe Accounting Firm shall have agreed in writing to serve in such capacity\npursuant to the terms herein described within fifteen (15) days following the\nend of the Resolution Period, and the determination of the Net Working Capital\nshall be completed by the Accounting Firm within forty-five (45) days following\nthe end of the Resolution Period. The Accounting Firm shall address only those\nissues in dispute, and may not assign a value to any item greater than the\ngreatest value for such item claimed by either party or less than the smallest\nvalue for such item claimed by either party. The fees, costs and expenses of the\nAccounting Firm shall be borne proportionately by Buyer and Seller to the extent\nthat each party's calculation of Net Working Capital differs from the Net\nWorking Capital as finally determined by the Accounting Firm. The allocation of\ncost by the Accounting Firm shall be final and binding on the parties. The\nAccounting Firm's determination of Net Working Capital shall be completed in a\nmanner consistent with the principles set forth in this Section 1.9.\n\n                  (g) If, as a result of the post-closing adjustment as\ndescribed in (a) above, the Purchase Price is to be reduced, the amount of such\nreduction, with interest thereon calculated as indicated below (the \"Reduction\nAmount\") shall be paid by wire transfer of immediately available funds to an\naccount designated in writing by Buyer, within ten (10) business days following\nthe date (the \"Determination Date\") of the final determination of the Net\nWorking Capital as of the Closing Date pursuant to the foregoing procedures. The\ninterest shall be calculated at the rate(s) of interest per annum announced from\ntime to time by Citibank N.A. (or its successor) as its U.S. prime rate minus 1%\nfrom the Closing Date through the payment date (the \"Applicable Rate\"). The\nReduction Amount shall be treated for income tax purposes as an adjustment to\nthe Purchase Price.\n\n                  (h) If, as a result of the post-closing adjustment as\ndescribed in (a) above, the Purchase Price is to be increased, the amount of\nsuch increase with interest on such amount (the \"Increased Amount\") shall be\npaid within ten (10) business days following the Determination Date. The\ninterest shall be calculated at the Applicable Rate from the Closing Date\nthrough the payment date. The Increased Amount shall be paid by wire transfer of\nimmediately available funds to an account designated in writing by Seller, and\nshall be treated for income tax purposes as an adjustment to the Purchase Price.\n\n\n\n                                       11\n   19\n\n                  (i) If the earnings of the Business before interest, taxes,\ndepreciation and amortization (\"EBITDA\") for the fiscal quarter ending December\n31, 2000 are less than $52,500,000 then the principal amount of the Seller Note\nshall be reduced by an amount equal to 6.5 times the difference between EBITDA\nfor such quarter and $52,500,000 and any associated interest shall be\neliminated. EBITDA will be calculated from the results of operations of the\nBusiness as publicly reported by Seller in the ordinary course of business,\nadjusted on a pro-forma basis for this purpose to (i) exclude revenue and\nexpenses associated with the EMD Business, (ii) reflect pension expense and\nretiree health care expenses in a manner identical to the pro-forma period for\nthe first three (3) quarters of 2000, (iii) exclude the effect of research and\ndevelopment expenses associated with the Business' drug delivery systems, (iv)\nexclude the results of the Textile Dyes business (as well as any gain or loss or\ntransaction costs associated with the sale of this business), (v) exclude costs\nand expenses associated with implementation of the Textile Consolidation\nProject, (vi) exclude costs and expenses associated with matters that constitute\nExcluded Liabilities under the Agreement, and (vii) exclude any costs or\nexpenses associated with the Business divestiture process.\n\n\n                                   ARTICLE II\n                    REPRESENTATIONS AND WARRANTIES OF SELLER\n\n         As a material inducement to Buyer to enter into this Agreement and to\nconsummate the Purchase, Seller represents and warrants to Buyer as of the date\nhereof and as of the Closing Date as follows:\n\n         SECTION 2.1. ORGANIZATION; POWER.\n\n                  (a) Seller is a corporation duly organized, validly existing\nand in good standing under the laws of the State of New York. Each of the\nSubsidiaries and the Stock Selling Subsidiaries is a corporation or other\nbusiness entity duly organized, validly existing and in good standing under the\nlaws of the jurisdiction of its organization, as listed for each on Section\n2.1(a) of Seller's Disclosure Schedule attached to this Agreement (the\n\"Disclosure Schedule\").\n\n                  (b) Seller and each of the Asset Subsidiaries, Stock\nSubsidiaries and the Stock Selling Subsidiaries have all requisite power and\nauthority to own, lease and operate the Sale Assets (and, in the case of the\nmembers of the Stock Group that are affiliates of Seller, their assets), to\ncarry on the Business as it is now being conducted by each, respectively, and to\nenter into, execute and deliver this Agreement and to consummate the\nTransaction.\n\n                  (c) Seller and each of the Asset Subsidiaries, Stock\nSubsidiaries, the members of the Stock Group and the Stock Selling Subsidiaries\nis duly qualified to do business as a foreign corporation or business entity in\neach jurisdiction where the conduct of its business or ownership of its\nproperties requires such qualification, except where the failure to qualify\nwould not reasonably be expected to have a Material Adverse Effect.\n\n\n\n                                       12\n   20\n\n         SECTION 2.2 CAPITALIZATION.\n\n                  (a) The authorized, issued and outstanding capital stock of\neach member of the Stock Group (other than the Equity Subsidiaries) is as set\nforth in Section 2.2(a) of the Disclosure Schedule, and all of the issued and\noutstanding shares of stock of members of the Stock Group have been duly\nauthorized and validly issued, and are fully paid and nonassessable, and have\nnot been issued in violation of the preemptive rights of any Person and are\nowned by the Person identified as such in Section 2.2(a) of the Disclosure\nSchedule, free and clear of Encumbrances.\n\n                  (b) The ownership interest of each member or owner of each of\nthe Equity Subsidiaries is as set forth in Section 2.2(b) of the Disclosure\nSchedule and all such interests have been validly issued and are fully paid,\nhave not been issued in violation of the preemptive rights of any Person and are\nowned by the Person indicated in Section 2.2(b) of the Disclosure Schedule free\nand clear of Encumbrances.\n\n                  (c) Neither Seller nor any of the Stock Selling Subsidiaries\nor the members of the Stock Group that are affiliates of Seller are a party to\nany outstanding subscriptions, contracts to purchase capital stock or other\nsecurities, conversion privileges, options, warrants or rights of any kind, with\nrespect to the purchase, sale or voting of any of the Stock, any of the stock of\nany member of the Stock Group or any of the Equity Interest.\n\n                  (d) Set forth on Section 2.2(d) of the Disclosure Schedule is\na true and complete list of the incumbent directors and officers of each member\nof the Stock Group.\n\n         SECTION 2.3. AUTHORITY; NO VIOLATION.\n\n                  (a) The execution and delivery of this Agreement and the\nconsummation of the Transaction have been duly and validly authorized by all\nnecessary corporate or other action on the part of Seller, the Asset\nSubsidiaries, the members of the Stock Group and the Stock Selling Subsidiaries.\nThis Agreement is a valid and binding obligation of Seller, the Subsidiaries,\nthe members of the Stock Group that are affiliates of Seller and the Stock\nSelling Subsidiaries, enforceable against each of them in accordance with its\nterms, except as the enforcement may be limited by bankruptcy, insolvency,\nreorganization, moratorium, fraudulent transfer or other laws relating to or\nlimiting creditors' rights generally or by general principles of equity,\nregardless of whether such enforceability is considered in a proceeding at law\nor in equity.\n\n                  (b) Except as set forth in Section 2.3 of the Disclosure\nSchedule, neither the execution and delivery of this Agreement, nor the\nconsummation of the Transaction, nor compliance by Seller, the Subsidiaries, the\nmembers of the Stock Group and the Stock Selling Subsidiaries with any of the\nprovisions of the Agreement, will conflict with, violate, result in a breach of,\nconstitute a default (or an event that, with notice or lapse of time, or both,\nwould constitute a default) under, or give rise to any right of termination,\ncancellation or acceleration, result in the creation of any material Encumbrance\nupon any of the Sale Assets, or the assets of any member of the Stock Group, or\nrequire any authorization, consent, approval, exemption or \n\n\n\n                                       13\n   21\n\nother action by or notice to any court or other governmental body or any other\nPerson under (i) any provision of the constitutional documents of Seller, the\nSubsidiaries, the members of the Stock Group or the Stock Selling Subsidiaries,\nor (ii) (x) any of the terms, conditions or provisions of any material\nindenture, lease, mortgage, loan agreement, contract or other agreement or to\nwhich Seller, any Subsidiary, any Stock Selling Subsidiary or any member of the\nStock Group is bound or which is a Contract Assigned by Asset Purchase, or (y)\nany material Permit, law, rule or regulation of any governmental body, agency or\nauthority, or any judgment, order, writ, injunction or decree of any court,\narbitrator or governmental body, agency or authority to which Seller, the\nSubsidiaries, the Stock Selling Subsidiaries, the members of the Stock Group,\nthe Sale Assets or the assets of any member of the Stock Group are subject.\n\n         SECTION 2.4. OWNERSHIP OF STOCK AND EQUITY INTEREST. Seller or one of\nthe Stock Selling Subsidiaries has good and marketable title to the Stock, free\nand clear of any Encumbrance, and has the right, power and authority to sell and\ntransfer the Stock to Buyer (or its designee) in the manner provided herein. One\nof the Stock Subsidiaries or another member of the Stock Group has good and\nmarketable title to the shares of capital stock or other ownership interests of\nthe Indirect Subsidiaries as reflected in Sections 2.2(a) and (b) of the\nDisclosure Schedule (\"Indirectly Owned Stock\"), free and clear of any\nEncumbrances. None of the Stock or the Indirectly Owned Stock is subject to any\nvoting trust or voting agreement, nor is any proxy in effect with respect\nthereto. Seller has good and marketable title to the Equity Interest, free and\nclear of any Encumbrance, and has the right, power and authority to sell and\ntransfer the Equity Interest to Buyer (or its designee) in the manner provided\nherein. The Equity Interest is not subject to any voting trust or voting\nagreement, nor is any proxy in effect with respect thereto. Except for the\nStock, the Indirectly Owned Stock and the Equity Interest, no member of the\nStock Group owns any stock, or other equity or ownership rights in any Person.\n\n         SECTION 2.5. TITLE TO SALE ASSETS AND RELATED MATTERS. Except as set\nforth in Section 2.5 of the Disclosure Schedule, Seller or one of its\nSubsidiaries has, and, subject to the receipt of any required consents, after\ngiving effect to the Transaction Buyer will have, good and marketable title to,\nor uses under valid and subsisting leases or licenses, all of the Assets and, in\nthe case of the members of the Stock Group, their respective assets (including\nthose reflected on the May 31, 2000 Balance Sheet, except for assets sold,\nconsumed or otherwise disposed of in the ordinary course of business since the\ndate of the May 31, 2000 Balance Sheet), in all cases free and clear of all\nEncumbrances, except Permitted Encumbrances.\n\n         SECTION 2.6. LEFT BLANK INTENTIONALLY\n\n         SECTION 2.7. OTHER TANGIBLE PROPERTY. The Sale Assets and the assets of\nthe members of the Stock Group include all of the properties, assets and rights\nthat are used, held for use or useful solely or primarily in the conduct of the\nBusiness as currently conducted. Except as provided in Section 2.7 of the\nDisclosure Schedule, the Other Tangible Property is adequate for the conduct of\nthe Business as currently conducted. Except as provided in Section 2.7 of the\nDisclosure Schedule, the machinery and equipment included in the Other Tangible\nProperty Acquired by Asset Purchase has been maintained in a manner sufficient\nto permit the conduct of the Business in the ordinary course, and may be so\noperated in such a manner at the Closing in all material respects.\n\n\n\n                                       14\n   22\n\n         SECTION 2.8. NO SALES OR OPTIONS. Except for this Agreement and except\nas set forth in Section 2.8 of the Disclosure Schedule, neither Seller nor any\nof its affiliates have entered into any agreement for the sale or lease of, or\ngiven any Person an option to lease or purchase, all or any part of the Sale\nAssets or assets of any member of the Stock Group, except for sales of inventory\nitems in the ordinary course of the Business, sales of supplies in the ordinary\ncourse of the Business, consistent with past practice, or the disposal of\nmachinery or equipment in the ordinary course of the Business, consistent with\npast practice.\n\n         SECTION 2.9 FINANCIAL STATEMENTS.\n\n                  (a) Seller has delivered to Buyer (i) the unaudited balance\nsheets and statements of income and cash flows of the Business as of and for the\nnine-month period ended September 30, 1999 and 2000, (ii) the May 31, 2000\nBalance Sheet and (iii) the audited balance sheets and statements of income and\ncash flows of the Business for the years ended December 31, 1997, 1998, 1999\ntogether with the notes to such financial statements, accompanied in the case of\nthis clause (iii), by an unqualified opinion of Ernst &amp;Young LLP (the financial\nstatements described above, together with the notes to such financial\nstatements, collectively, the \"Financial Statements.\") Except as described in\nSection 2.9(a) of the Disclosure Schedule, the Financial Statements (i) were\nprepared in accordance with accounting principles generally accepted in the\nUnited States, consistently applied; and (ii) present fairly in all material\nrespects the financial condition and results of operations of the Business for\nthe periods referred to therein (or, in the case of the May 31, 2000 Balance\nSheet, the assets and liabilities of the Business as held for sale in connection\nwith the Transaction).\n\n                  (b) Neither Seller, nor any Asset Subsidiary (to the extent\nrelated to the Business), nor any member of the Stock Group has any liabilities\nor obligations of any nature (whether accrued, absolute, contingent, unasserted,\nknown, unknown or otherwise), except (i) as set forth as a liability on the May\n31, 2000 Balance Sheet, (ii) as are Excluded Liabilities, (iii) items disclosed\nin Section 2.9(b) of the Disclosure Schedule, (iv) liabilities and obligations\nincurred since the date of the May 31, 2000 Balance Sheet in the ordinary course\nof business and not in violation of any of the terms of this Agreement, (v)\nliabilities and obligations arising under any contract or agreement or (vi)\nother liabilities which in the aggregate would not have Material Adverse Effect.\n\n                  (c) Except as set forth in Section 2.9(c) of the Disclosure\nSchedule, no member of the Stock Group has outstanding any debt for borrowed\nmoney or any finance leases required by accounting principles generally accepted\nin the United States to be capitalized and the Assumed Liabilities do not\ninclude obligations under any such finance leases.\n\n         SECTION 2.10. ACTIONS PENDING. Except as set forth in Section 2.10 of\nthe Disclosure Schedule, there are no material actions, suits, claims, written\nnotices, hearings or proceedings (excluding actions, suits, claims, notices,\nhearings or proceedings related to Taxes) pending or, to Seller's Knowledge,\nthreatened against Seller or any of the Subsidiaries or any properties or rights\nof Seller or the Subsidiaries related to the Business, by or before any court,\narbitrator or governmental body, agency or authority. Except as set forth in\nSection 2.10 of the Disclosure \n\n\n\n                                       15\n   23\n\nSchedule, to Seller's Knowledge there are no material inquiries or\ninvestigations (excluding inquires or investigations relating to Taxes) pending\nor threatened against Seller or any of the Subsidiaries or any properties or\nrights of Seller or the Subsidiaries related to the Business, by or before any\ncourt, arbitrator or governmental body, agency or authority. Except as set forth\non Schedule 2.10, neither Seller nor any Subsidiary is subject to any order,\nwrit, injunction or decree of any court or any federal, state, municipal or\nother domestic or foreign governmental department, commission, board, bureau,\nagency or instrumentality (other than as relating to Permits), in each case\nrelating and material to the Business.\n\n         SECTION 2.11. ABSENCE OF CHANGES OR EVENTS. Except as contemplated by\nthis Agreement or as described in Section 2.11 of the Disclosure Schedule, since\nDecember 31, 1999, the Business has in all material respects been conducted only\nin the ordinary course, and neither Seller nor any of its affiliates has:\n\n                  (a) Mortgaged, pledged or subjected to any Encumbrance any\nmaterial portion of the Sale Assets or any material portion of the assets of any\nmembers of the Stock Group;\n\n                  (b) Encountered any actual or, to Seller's Knowledge,\nthreatened labor union organizing activity or collective bargaining agreement\nnegotiation, had any actual or, to Seller's Knowledge, threatened employee\nstrikes, work stoppages, slow-downs or lock-outs, or experienced any material\nchange in its relationship with employees or the agents, consultants,\nsalespersons, distributors or independent contractors of the Business;\n\n                  (c) Except for the Transition Arrangements, made any change in\nthe rate of compensation, commission, bonus or other direct or indirect\nremuneration payable, or paid or agreed to pay, conditionally or otherwise, any\nbonus, extra compensation, pension, severance or vacation pay, to any director,\nofficer, Employee, consultant, sales representative, distributor or independent\ncontractor of the Business, other than in the ordinary course of the Business,\nconsistent with past practice; entered into any employment contract with any\nofficer or salaried employee, or instituted any employee welfare, bonus, stock\noption, profit-sharing, retirement or similar plan or arrangement other than in\nthe ordinary course of the Business, consistent with past practice;\n\n                  (d) Suffered any change, event or condition that, in any\nindividual case or in the aggregate, has had or would reasonably be expected to\nhave a Material Adverse Effect;\n\n                  (e) Taken any action which, if it had been taken after the\ndate of this Agreement, would have been a breach of Section 4.2; or\n\n                  (f) Entered into any agreement or contract, made any\ncommitment or otherwise obligated itself to take any of the types of action\ndescribed in subsections (a) through (e) of this Section 2.11.\n\n         SECTION 2.12. COMPLIANCE WITH LAWS: NO DEFAULT. Except as described in\nSection 2.12 of the Disclosure Schedule, and except for those matters regarding\nany Environmental Laws, Seller and its affiliates are in compliance in all\nmaterial respects with each \n\n\n\n                                       16\n   24\n\napplicable law, rule, regulation, ordinance, writ, injunction, permit,\nresolution, approval, order, decree, policy or guideline of any court,\narbitrator or governmental agency, body or authority to which they or the Sale\nAssets or any assets of the members of the Stock Group are subject (including\nwithout limitation applicable laws, rules and regulations relating to antitrust,\ncivil rights, and occupational health and safety).\n\n         SECTION 2.13. REAL PROPERTY.\n\n                  (a) Section 2.13(a) of the Disclosure Schedule contains a list\nof all of the Owned Real Property and the name of the record title holder\nthereof. With respect to such Owned Real Property either the Seller or one of\nthe Subsidiaries owns good and marketable title to such real property, free and\nclear of all Encumbrances other than Permitted Encumbrances. Except as described\nin Section 2.13(a) of the Disclosure Schedule, there are no leases, subleases,\nlicenses, concessions or other agreements granting to any Person the right of\nuse or occupancy of any material portion of such Owned Real Property; and there\nare no outstanding options or rights of first refusal to purchase any parcel of\nsuch Owned Real Property, any portion thereof or interest therein. The Owned\nReal Property, together with the Leased Real Property, includes all real\nproperty that is used, held for use or useful solely or primarily in the conduct\nof the Business, except for Excluded Assets.\n\n                  (b) Except as described in Section 2.13(b) of the Disclosure\nSchedule, there is no current, or to Seller's Knowledge, proposed condemnation\nproceeding, requisition or taking proposal by any public authority of any\nmaterial portion of the Owned Real Property.\n\n                  (c) Section 2.13(c) of the Disclosure Schedule contains a list\nof all Leased Real Property and the names of the lessee and lessor thereof. To\nSeller's Knowledge, the leases with respect to such property are in full force\nand effect, and Seller or one of the Subsidiaries holds a valid and existing\nleasehold interest under each of the leases free and clear of all Encumbrances\nexcept for Permitted Encumbrances. Buyer either has been supplied with, or has\nbeen given access to, complete and accurate copies of each of the leases and\nnone of such leases have, to Seller's Knowledge, been modified in any material\nrespect, except to the extent that such modifications are disclosed by the\ncopies delivered to Buyer. Neither Seller nor one of the Subsidiaries is, to\nSeller's Knowledge, in default in any material respect under any of such leases,\nand, to Seller's Knowledge, none of the landlords or lessors are in default in\nany material respect thereunder.\n\n         SECTION 2.14. MATERIAL CONTRACTS.\n\n                  (a) Section 2.14 of the Disclosure Schedule lists all\nagreements and contracts, including all amendments thereto, that relate solely\nor primarily to the Business to which Seller or its Subsidiaries or affiliates\nare parties or to which they are subject or by which the Sale Assets or Seller\nor its Subsidiaries or affiliates are bound, and that fall into one or more of\nthe following categories (the \"Material Contracts\"):\n\n                           (i) All agreements and contracts entered into with\ncustomers and suppliers that individually involve the payment at an annual\namount in excess of Three Million \n\n\n\n                                       17\n   25\n\nDollars ($3,000,000) and are not cancelable upon notice without payment or\nconsent within ninety (90) days;\n\n                           (ii) All agreements and contracts relating to capital\nexpenditures at an annual amount in excess of Five Hundred Thousand Dollars\n($500,000);\n\n                           (iii) All agreements and contracts relating to the\ngrant or receipt by Seller or any of its Subsidiaries of any license or royalty\nfees or other similar payment obligations to or from any Person that Seller\nreasonably believes will be in excess of Eight Hundred Thousand Dollars\n($800,000) in the calendar year 2000;\n\n                           (iv) any covenant not to compete, or other covenant,\ncontained in a contract or agreement restricting Seller's and its Subsidiaries'\ndevelopment, manufacture, marketing or distribution of any current product lines\nof the Business with at least Five Million Dollars ($5,000,000) of annual sales\nother than (i) restrictions on the use of Intellectual Property contained in\npatent, license or joint development agreements which are customary for those\ntypes of agreements and (ii) those contained in distributorship agreements or\ngrants of exclusive territories entered into in the ordinary course of business;\n\n                           (v) left blank intentionally;\n\n                           (vi) any lease or similar agreement for the lease or\nuse of (as lesser or lessee) any machinery, equipment, vehicle or other tangible\npersonal property owned by any Person in each case, other than leases entered\ninto in the ordinary course of business and providing for payments of not more\nthan One Million Dollars ($1,000,000) per year;\n\n                           (vii) other than (i) purchase orders or other\nagreements executed in the ordinary course of business extending repayment terms\nto third parties and (ii) lines of credit and secured debt of the affiliates of\nthe Seller supporting payroll, working capital, capital expenditures and other\nordinary course operations of the legal entity; and (iii) debt instruments of\nthe various joint venture entities of which Seller is a member, partner or\nshareholder, any agreement, contract or other instrument entered into with any\nthird party under which any affiliate of the Seller has borrowed any money from,\nor issued any note, bond, debenture or other evidence of indebtedness to, any\nPerson or any other note, bond, debenture or other evidence of indebtedness\nissued to any Person;\n\n                           (viii) (i) other than agreements executed in the\nordinary course of business, including, but not limited to, performance\nguarantees and parent-subsidiary guarantees of performance, any agreement,\ncontract or other instrument under which any Person has, directly or indirectly,\nguaranteed liabilities or obligations of any member of the Stock Group or the\nBusiness or (ii) any agreement pursuant to which any member of the Stock Group\nor the Business has, directly or indirectly, guaranteed liabilities or\nobligations of any Person;\n\n                           (ix) any agreement, contract, or other instrument\nunder which (i) any Person other than Seller has, directly or indirectly,\nguaranteed indebtedness for borrowed money \n\n\n\n                                       18\n   26\n\nof any member of the Stock Group or the Business or (ii) any member of the Stock\nGroup or the Business has, directly or indirectly, guaranteed indebtedness for\nborrowed money of any Person;\n\n                           (x) other than purchase orders or other agreements\nexecuted in the ordinary course of business extending repayment terms to third\nparties, any agreement, contract or other instrument entered into with any third\nparty under which any member of the Stock Group has, directly or indirectly,\nmade any advance, loan, extension of credit or capital contribution to, or other\ninvestment in, any Person;\n\n                           (xi) other than agreements executed in the ordinary\ncourse of business, including, but not limited to, purchase and sale orders,\nleases and license agreements, any agreement or instrument providing for\nindemnification of any Person with respect to material liabilities relating to\nany current or former business;\n\n                           (xii) to Seller's Knowledge any prior acquisition or\ndisposition by Seller or any of its affiliates from or to, as applicable, any\nthird party of stock or assets formerly (in the case of dispositions) comprising\na product line, segment, portion or division of the Business (by way of merger,\nconsolidation, sale or otherwise) where any member of the Stock Group or the\nBusiness has any continuing obligations thereunder other than agreements\nrelating to acquisitions or dispositions by Seller, its affiliates or the\nBusiness with a purchase price of less than Five Million Dollars ($5,000,000);\nand\n\n                           (xiii) any joint venture or partnership agreement.\n\n                  (b) All of the Material Contracts are the valid and binding\nobligations of the Seller, Asset Subsidiaries or member of the Stock Group, a\nparty thereto, and to Seller's knowledge, the other parties thereto, are in full\nforce and effect and as to Seller and\/or its respective affiliates are\nenforceable in accordance with their respective terms, except as the enforcement\nmay be limited by bankruptcy, insolvency, moratorium or other laws relating to\nor limiting creditors' rights generally or by general principles of equity,\nregardless of whether such enforceability is considered in a proceeding at law\nor in equity. Neither Seller nor one of the Subsidiaries is in breach or default\nin any material respect under any Material Contract and, to Seller's Knowledge,\nno other party to any of the Material Contracts is in breach or default in any\nmaterial respect thereunder.\n\n         SECTION 2.15. LICENSES AND PERMITS. Except as provided in Section 2.15\nof the Disclosure Schedule, Seller and the Subsidiaries own, hold, possess or\nlawfully use all licenses, permits, certificates, approvals, resolutions,\nconsents and other authorizations (\"Permits\") which are necessary in order to\noperate in all material respects the Sale Assets and the assets of the members\nof the Stock Group as now operated by them or to conduct the Business as now\nconducted by them.\n\n\n\n                                       19\n   27\n\n         SECTION 2.16. INTELLECTUAL PROPERTY.\n\n                  (a) All patents, patent applications, including utility and\ndesign patents and patent applications, trademarks, trademark applications,\ntrade names, service marks, and registered copyrights, which are owned and\ncurrently in use by Seller or its Subsidiaries and used or held for use solely\nor primarily in connection with the operation of the Business are listed or\ndescribed in Section 2.16(a) of the Disclosure Schedule (the \"Intellectual\nProperty\"). As used herein, the term \"Intellectual Property Agreements\" means\nthose agreements which are listed in Schedules 2.16 (d), (e) and (h) hereof. The\nIntellectual Property together with the Intellectual Property Agreements are\nsufficient for the conduct of the Business as it is presently conducted by\nSeller and its Subsidiaries. Except as disclosed in Section 2.16 of the\nDisclosure Schedule, Seller has no Knowledge of any written notice from a third\nparty unambiguously alleging that any patent listed or described in Section\n2.16(a) of the Disclosure Schedule is invalid except for such notices which are\nnot reasonably expected to have a material effect on a material product line of\nthe Business. Except as disclosed on Section 2.16(a) of the Disclosure Schedule,\nSeller or its Subsidiaries have title and ownership interests to the\nIntellectual Property, as described in Section 2.16(a) of the Disclosure\nSchedule (other than trade secrets).\n\n                  (b) Except as specified in Sections 1.2(i) and 1.2(j) and\nSection 2.16(b) of the Disclosure Schedule, there are no restrictions or\nlimitations on Seller's or the relevant Subsidiaries' right to use any\nIntellectual Property or any rights obtained through the Intellectual Property\nAgreements, except for any restrictions or limitations which would not\nreasonably be expected to have a Material Adverse Effect. Except as specified in\nSections 1.2(i) and 1.2(j) and Section 2.16(b) of the Disclosure Schedule, and\nsubject to the receipt of any required consent, there are no prohibitions on the\ntransfer to Buyer of any Intellectual Property or Intellectual Property\nAgreements as such transfer is contemplated by this Agreement, except for any\nprohibitions which would not reasonably be expected to have a material effect on\na material product line of the Business. Except as provided in Sections 1.2(i)\nand 1.2(j) above, all of Seller's or the relevant Subsidiaries' rights in and to\nsuch Intellectual Property and the Intellectual Property Agreements will be\nconveyed to Buyer pursuant to this Agreement subject to the receipt of any\nrequired consents.\n\n                  (c) Except as disclosed in Section 2.16(c) of the Disclosure\nSchedule, to Seller's Knowledge, neither Seller nor any of its affiliates have\nreceived written notice that the Business infringes or misappropriates any\nintellectual property rights of others, and neither Seller nor any of its\nSubsidiaries that are affiliates have been charged nor, to Seller's Knowledge,\nthreatened in writing to be charged with infringing or misappropriating the\nintellectual property rights of others, except in either case for any\ninfringements which would not reasonably be expected to have a Material Adverse\nEffect.\n\n                  (d) Except as disclosed on Section 2.16(d) of the Disclosure\nSchedule, neither Seller nor any of its affiliates have licensed any third party\nto use any Intellectual Property or any rights obtained through the Intellectual\nProperty Agreements that is material to the Business.\n\n                  (e) Except as described on Section 2.16(e) of the Disclosure\nSchedule, neither Seller nor any of its affiliates have entered into any\ncontract or made any arrangement pursuant \n\n\n\n                                       20\n   28\n\nto which any third party is entitled to any royalty or other compensation for\nthe use of any Intellectual Property that is material to the Business. Except as\ndisclosed in Section 2.16(e) of the Disclosure Schedule, after the Closing Date\nno license or royalty fee or other compensation shall be payable to any third\nparty with respect to the use of any of the Intellectual Property that is\nmaterial to the Business.\n\n                  (f) Except as set forth on Section 2.16(f) of the Disclosure\nSchedule, there are no pending or, to Seller's Knowledge, threatened material\nlegal or governmental proceedings, including opposition, cancellation,\ninterferences, proceedings or suits, directly relating to the Intellectual\nProperty and the Intellectual Property Agreements.\n\n                  (g) Except as set forth on Section 2.16(g) of the Disclosure\nSchedule, to Seller's Knowledge, no Person is infringing upon or is otherwise\nviolating any of the Intellectual Property and the Intellectual Property\nAgreements, except for any infringement and violations which would not\nreasonably be expected to have a Material Adverse Effect.\n\n                  (h) Except for agreements entered into in the ordinary course\nof business, including, but not limited to, confidentiality agreements and\nconsulting agreements, Section 2.16(h) of the Disclosure Schedule contains a\nlist of the material agreements exclusively dedicated to Intellectual Property\nthat are to be assigned to Buyer. To Seller's Knowledge, Section 2.16(h) of the\nDisclosure Schedule is complete and accurate in all material respects, and\nSeller and its relevant affiliates have the right to assign the items on Section\n2.16(h) of the Disclosure Schedule to the Buyer, except as provided otherwise in\nSections 1.2(i) or 1.2(j) above (subject to the receipt of any required\nconsents) and each license, sublicense, agreement or permission disclosed in\nSchedule 2.16(h) of the Disclosure Schedule is a valid and binding obligation of\nthe Seller, Asset Subsidiaries or member of the Stock Group, a party thereto,\nand to Seller's Knowledge, the other parties thereto, to Seller's Knowledge is\nin full force and effect and, as to Seller and\/or its respective affiliates, is\nenforceable in accordance with its respective terms, except as such enforcement\nmay be limited by bankruptcy, insolvency, moratorium or other laws relating to\nor limiting creditors' rights generally or by general principles of equity,\nregardless of whether such enforceability is considered in a proceeding at law\nor in equity. To Seller's Knowledge, Seller or a relevant Subsidiary is not in\nbreach or otherwise in default in any material respect of the agreements listed\nin Schedule 2.16(h), and, to Seller's Knowledge, no event has occurred which\nwith notice or lapse of time would constitute a material breach or default or\npermit termination, modification or acceleration thereunder.\n\n         SECTION 2.17. ENVIRONMENTAL MATTERS.\n\n                  (a) Except as set forth in Section 2.17(a) of the Disclosure\nSchedule, and except for any breach of Section 2.17(a) that is not reasonably\nexpected to result in Environmental Costs exceeding $100,000 (it being\nunderstood and agreed that such $100,000 is a threshold and not a deductible),\nthe Seller and each Asset Subsidiary (to the extent related to the Business),\nthe Business, each member of the Stock Group, the Owned Real Property and the\nLeased Real Property and the operations conducted thereon (i) are in compliance\nwith all applicable Environmental Laws, (ii) have obtained, and are in\ncompliance with, all permits, licenses, authorizations, registrations and other\ngovernmental consents required by applicable \n\n\n\n                                       21\n   29\n\nEnvironmental Laws (\"Environmental Permits\"), and have made all required filings\nfor issuance or renewal of such Environmental Permits; and (iii) there are no\nclaims, notices, civil, criminal or administrative actions, suits, hearings,\ninvestigations, inquiries or proceedings pending or, to Seller's Knowledge,\nthreatened against the Seller or any Asset Subsidiary or any member of the Stock\nGroup that allege non-compliance;\n\n                  (b) Except as set forth in Section 2.17(b) of the Disclosure\nSchedule, and except as would not, individually or in the aggregate, reasonably\nbe expected to have a Material Adverse Effect, there is no contamination of, and\nthere have been no releases or threatened releases of Hazardous Materials at the\nOwned Real Property, the Leased Real Property, or any other real property owned,\nleased or operated by Seller or the Asset Subsidiaries in connection with the\nBusiness or by any member of the Stock Group (or, to Seller's Knowledge, any\nreal property formerly owned, leased or operated by Seller or the Asset\nSubsidiaries (or any predecessor of Seller or its Subsidiaries) in connection\nwith the Business or by any member of the Stock Group);\n\n                  (c) Except as set forth in Section 2.17(b) of the Disclosure\nSchedule, and except as would not, individually or in the aggregate, reasonably\nbe expected to have a Material Adverse Effect, there are no claims, notices,\ncivil, criminal or administrative actions, suits, hearings, investigations,\ninquiries or proceedings pending or, to Seller's Knowledge, threatened against\nthe Seller or any Asset Subsidiary (in connection with the Business) or any\nmember of the Stock Group that are based on or related to any Environmental\nMatters;\n\n                  (d) Except as set forth in Section 2.17(b) of the Disclosure\nSchedule, neither the Owned Real Property, the Leased Real Property, any other\nproperty currently or formerly owned, leased, or operated by Seller or the Asset\nSubsidiaries in connection with the Business or by any member of the Stock\nGroup, nor (to Seller's Knowledge) any site at or to which Seller or the Asset\nSubsidiaries (in connection with the Business) or any member of the Stock Group\nhas disposed of, transported, or arranged for the transportation of, any\nHazardous Materials, has been listed on, or proposed for listing on, the\nNational Priorities List, the Comprehensive Environmental Response, Compensation\nand Liability Information System (\"CERCLIS\") list, or any comparable State list\nof properties to be investigated and\/or remediated; and\n\n                  (e) Except as set forth in Section 2.17(b) of the Disclosure\nSchedule, and except as would not, individually or in the aggregate, reasonably\nbe expected to have a Material Adverse Effect, there are no past or present\nconditions, events, circumstances, facts, activities, practices, incidents,\nactions, omissions or plans that could reasonably be expected to (A) interfere\nwith or prevent continued compliance by the Business or any member of the Stock\nGroup with Environmental Laws and the requirements of Environmental Permits or\n(B) give rise to any liability or other obligation under any Environmental Laws\nthat would require the Business or any member of the Stock Group to incur any\nEnvironmental Costs.\n\n                  (f) The Seller has delivered or made available to Buyer true\nand complete copies and results of any material reports, studies, analyses,\ntests, or monitoring possessed or initiated by Seller or its Subsidiaries with\nrespect to Environmental Matters relating to the Business or, to Seller's\nknowledge, any Member of the Stock Group.\n\n\n\n                                       22\n   30\n\n                  (g) Except as set forth in Section 2.17(g) of the Disclosure\nSchedule, none of the Seller or any Asset Subsidiary (to the extent related to\nthe Business) or any member of the Stock Group owns, leases or operates or has\nowned, leased or operated, any property in Connecticut or New Jersey.\n\n         SECTION 2.18. LABOR RELATIONS; EMPLOYEES. Except as described in\nSection 2.18 of the Disclosure Schedule:\n\n                  (a) Labor Relations\n\n                           (i)      except as mandated by law (other than U.S.\n                                    federal, state and local laws) neither\n                                    Seller nor its Subsidiaries are party to any\n                                    collective bargaining or similar agreement\n                                    with respect to the Business work force or\n                                    any portion thereof;\n\n                           (ii)     no material employee strike, work stoppage,\n                                    lock-out or labor dispute is pending or, to\n                                    Seller's Knowledge, threatened against or\n                                    involving the Business;\n\n                           (iii)    no material unfair labor practice or similar\n                                    charge or complaint against the Business is\n                                    pending, or to Seller's Knowledge,\n                                    threatened; and neither Seller nor any of\n                                    its Subsidiaries have engaged in any\n                                    material unfair labor practices within the\n                                    meaning of the National Labor Relations Act\n                                    and the Railway Labor Act;\n\n                           (iv)     no material union grievance or similar\n                                    complaint is pending or, to Seller's\n                                    Knowledge, threatened with respect to the\n                                    Business;\n\n                           (v)      no material collective bargaining or similar\n                                    agreement is currently being negotiated or\n                                    is currently subject to negotiation or\n                                    renegotiation by Seller or its Subsidiaries\n                                    with respect to employees of the Business;\n                                    and\n\n                           (vi)     no material action, suit or complaint, by or\n                                    before any court, arbitrator or governmental\n                                    body, agency or authority has been brought\n                                    against Seller or any of its Subsidiaries by\n                                    or on behalf of any employee or former\n                                    employee of the Business and is pending or,\n                                    to Seller's Knowledge, is threatened.\n\n                  (b) Employment Matters. The Seller and each of its\nSubsidiaries (i) is in compliance in all material respects with all applicable\nfederal, state and local laws, rules and regulations (U.S. and non-U.S.)\nrespecting employment, employment practices, labor, terms and conditions of\nemployment, occupational safety and wages and hours, in each case, with respect\nto employees of the Business; (ii) has withheld all amounts required by law or\nby agreement to be withheld from the wages, salaries and other payments to\nemployees of the Business (other \n\n\n\n                                       23\n   31\n\nthan employment taxes); (iii) is not liable for any arrears of wages or any\npenalty for failure to comply with any of the foregoing; (iv) is not liable for\nany payment to any trust or other fund or to any governmental or administrative\nauthority, with respect to unemployment compensation benefits, social security\nor other benefits for employees of the Business; and (v) has not classified any\nindividual as \"independent contractor\" or of similar status who, according to\nthe law of the jurisdiction, should have been classified as an employee or of\nsimilar status and which classification could result in a material Loss.\n\n\n         SECTION 2.19. EMPLOYEE BENEFIT PLANS.\n\n                  (a) Schedule 2.19(a) contains a true and complete list of each\nmaterial Employee Benefit Plan other than any plan mandated by law (other than\nU.S. federal, state and local laws) or covering less than 25 participants and\neach Employee Agreement providing for an annual base salary of more than U.S.\n$100,000 or its non-U.S. equivalent. Buyer has received a copy of the Transition\nArrangements that Seller established for employees of the Business. All Employee\nBenefit Plans and Employee Agreements have been maintained, operated and\/or\ncomplied with in all material respects in accordance with both their terms and\nwith the requirements of all applicable statutes, orders, rules and regulations,\nincluding without limitation ERISA and the Code. All contributions required to\nbe made to Employee Benefit Plans have been made. Seller has made available to\nBuyer the following documents with respect to each Employee Benefit Plan and\neach Employee Agreement: (i) a true and complete copy of all written documents\ncomprising each such Employee Benefit Plan (including but not limited to\namendments, insurance contracts, and individual agreements relating thereto) and\nEmployee Agreement or, if there is no such written document, an accurate and\ncomplete description of the Employee Benefit Plan or Employee Agreement; (ii)\nthe two (2) most recent Forms 5500 (or such other applicable Forms 5500),\nincluding all schedules thereto, if applicable; (iii) the two (2) most recent\nfinancial statements and actuarial reports, if any; (iv) the summary plan\ndescription currently in effect and all material modifications thereof, if any;\n(v) the most recent Internal Revenue Service determination letter, if any; and\n(vi) any material communication to any Employee or Employees relating to any\nEmployee Benefit Plan that is materially inconsistent with the plan documents\ndescribed in clause (i) of this Section 2.19(a).\n\n                  (b) With respect to each Employee Benefit Plan: (i) each plan\nwhich is intended to be \"qualified\" within the meaning of Section 401(a) of the\nCode (or any equivalent non-U.S. statute) has been determined to be so qualified\nby the Internal Revenue Service or applicable non-U.S. governmental authority\nand is so qualified, and each related trust is exempt from taxation under\nSection 501 (a) of the Code, if applicable; (ii) there has been no \"prohibited\ntransaction,\" as such term is defined in Section 4975 of the Code or Section 406\nof ERISA, within the last five (5) years, (iii) within the last five (5) years,\nno such plan has been terminated under either a distress or standard termination\nas provided in Title IV of ERISA, nor has any notice of intent to terminate any\nplan been filed with the Pension Benefit Guaranty Corporation (\"PBGC\"), nor has\nthe PBGC issued notice of intent to terminate a plan; (iv) no plan has incurred\nany \"accumulated funding deficiency,\" as such term is defined in Section 412 of\nthe Code and Section 302 of ERISA (whether or not waived) within the last five\n(5) years; (v) all reporting and disclosure requirements applicable under Title\nI of ERISA (or any equivalent non-\n\n\n\n                                       24\n   32\n\nU.S. statute) have been satisfied; (vi) no plan is under audit or investigation\nby the IRS, the Department of Labor, the PBGC or other regulatory agency or\napplicable non-U.S. governmental authority, and to the Knowledge of the Seller\nno such audit or investigation is pending or threatened; and (vii) no liability\nunder any plan has been funded nor has any such obligation been satisfied with\nthe purchase of a contract from an insurance company as to which the Seller or\nany of its Subsidiaries has received notice that such insurance company is\ninsolvent or is in rehabilitation or any similar proceeding. There are no\nmaterial actions, suits or other claims pending with respect to any Employee\nBenefit Plan, other than routine claims for benefits, qualified domestic\nrelations orders (as defined in ERISA Section 206(d)) and qualified medical\nchild support orders (as defined in ERISA Section 609) and to Seller's\nKnowledge, no such actions, suits or other claims are threatened.\n\n                  (c) With respect to each Employee Pension Benefit Plan, all\ncontributions which are due (including all employer contributions and employee\nsalary reduction contributions) have been paid to such plan. With respect to all\nother Employee Benefit Plans, all premiums and other payments which are due have\nbeen paid. The funded status of any non-U.S. Employee Pension Benefit Plan as\nreflected in the May 2000 report of Price Waterhouse Coopers, which has been\nprovided to Buyer, is accurate.\n\n                  (d) Except as disclosed in Section 2.19(d) of the Disclosure\nSchedule, as otherwise provided in this Agreement or as is required under\nSection 411(d)(3) of the Code, neither the execution nor delivery of this\nAgreement, nor the consummation of the Transaction (either alone or together\nwith any other event), will (i) result in any payment (including without\nlimitation any bonus, severance, unemployment compensation, forgiveness of\nindebtedness, or golden parachute payment) becoming due to any employee of the\nBusiness, (ii) increase any benefit otherwise payable under any of the Employee\nBenefit Plans or (iii) result in the acceleration of the time of payment,\nvesting or funding, of any such benefit.\n\n                  (e) Neither Seller nor any ERISA Affiliate (including the\nSubsidiaries) has or will have any liability (contingent or otherwise) to or in\nconnection with (i) any multiemployer plan (within the meaning of Section 3(37)\nof ERISA), or (ii) any other Employee Benefit Plan, which would result in any\nliability to Buyer or any of the Subsidiaries or have a material adverse impact\nupon the Sale Assets or subject the Sale Assets to any lien under ERISA or the\nCode or the laws of any country.\n\n                  (f) Except as set forth in Section 2.19(f) of the Disclosure\nSchedule, neither the Seller nor any of its Subsidiaries (i) maintains or\ncontributes to any Employee Benefit Plan (excluding any plan mandated by law\n(other than U.S. federal, state and local laws) and any plan covering less than\n25 participants based outside the United States) which provides, or has any\nliability to provide, life insurance, medical, severance or other employee\nwelfare benefits to any employee of the Business upon his retirement or\ntermination of employment, except as may be required by Section 4980B of the\nCode; or (ii) has ever represented, promised or contracted in written form to\nany employee (either individually or to employees as a group) that such\nemployee(s) would be provided with life insurance, medical, severance or other\nemployee welfare benefits upon their retirement or termination of employment,\nexcept to the extent required by Section 4980B of the Code.\n\n\n\n\n                                       25\n   33\n\n         SECTION 2.20. TAX MATTERS. Except as disclosed in Section 2.20 of the\nDisclosure Schedule:\n\n         Representations Solely with Respect to members of the Tax Group.\n\n                  (a) All Income Tax Returns (other than those that relate to\nmunicipal taxes) and all Tax Returns that relate to Taxes in excess of $20,000,\nin each case required to be filed with respect to each of the members of the\nStock Group, other than the members of the Stock Group listed on Section 2.20(a)\nof the Disclosure Schedule (the Stock Group, less such scheduled exceptions, the\n\"Tax Group\"), have been filed. All such Tax Returns were correct and complete in\nall material respects. All Taxes required to be paid by or with respect to\nmembers of the Tax Group have been or will be timely paid, or are being\ncontested in good faith. None of the members of the Tax Group currently are the\nbeneficiary of any extension of time within which to file any Income Tax Returns\n(other than those that relate to municipal taxes) or any Tax Returns that relate\nto Taxes in excess of $20,000.\n\n                  (b) There is no litigation, dispute, or claim concerning any\nTax liability in excess of $20,000 of any of the members of the Tax Group either\n(A) claimed or raised by any tax authority in writing or (B) as to which any of\nthe officers of Seller or of any of the members of the Tax Group, or the Tax\nDirector of the Business, has knowledge based upon personal contact with any\nagent of such authority. No member of the Stock Group is required to include in\nincome any adjustment pursuant to Section 481(a) or 482 of the Code or any\nanalogous provision of state, local or foreign law as a result of any prior\naudit, proceeding, or agreement with any taxing authority (nor has any taxing\nauthority proposed in writing any such adjustment). All Tax deficiencies in\nexcess of $20,000 that have been claimed, proposed, or assessed against any\nmember of the Tax Group have been fully paid or finally settled, or are being\ncontested in good faith by appropriate proceedings.\n\n                  (c) Section 2.20(c) of the Disclosure Schedule lists all\nfederal, state, local, and foreign Tax Returns filed with respect to each of the\nmembers of the Tax Group for Taxable Periods ended on or after December 31,\n1996, indicates those Tax Returns that have been audited, and indicates those\nTax Returns that currently are the subject of audit. Except as so indicated, all\nTax Returns filed with respect to each of the members of the Tax Group through\nthe Tax year ended December 31, 1996 have been examined and closed or are Tax\nReturns with respect to which the applicable period for assessment under\napplicable law, after giving effect to extensions or waivers, has expired.\nSeller has made available to the Buyer correct and complete copies of all such\nfederal, state, local, and foreign Tax Returns, and statements of deficiencies\nassessed against, or agreed to by any of the members of the Tax Group since\nDecember 31, 1996. Seller has made available to Buyer complete and accurate\ncopies of all audit and examination reports, letter rulings, and technical\nadvice memoranda relating to United States federal, state, local and foreign\nTaxes with respect to each member of the Tax Group, and any closing agreements\nwith respect to any member of the Tax Group with any taxing authority, in each\ncase which could affect the liability for Taxes of any member of the Tax Group\nafter the Closing. None of the members of the Tax Group has \n\n\n\n                                       26\n   34\n\nwaived any statute of limitations in respect of Taxes or agreed to any extension\nof time with respect to a Tax assessment or deficiency.\n\n                  (d) None of the members of the Tax Group has filed a consent\nunder Code Section 341(f) concerning collapsible corporations. None of the\nmembers of the Tax Group has been a United States real property holding\ncorporation within the meaning of Code Section 897(c)(2) during the applicable\nperiod specified in Code Section 897(c)(1)(A)(ii). None of the members of the\nTax Group is a party to any Tax allocation or sharing agreement that will\nsurvive the Closing and will have no liability or obligation under such an\nagreement. None of the members of the Tax Group (A) has been a member of an\naffiliated group filing a consolidated combined, or unitary federal, state,\nlocal or foreign Income Tax Return or VAT Return (other than a group the common\nparent of which was the Seller) or (B) has any liability for the Taxes of any\nPerson (other than Taxes of the Seller and any member of its consolidated group)\nunder Treasury Regulation Section 1.1502-6 (or any similar provision of state,\nlocal, or foreign law), as a transferee or successor, by contract, or otherwise.\nNo taxing authority in a jurisdiction where a member of the Tax Group does not\nfile Tax Returns has made a claim, assertion or threat that such member is or\nmay be subject to taxation by such jurisdiction. All amounts required to be\ncollected or withheld by members of the Tax Group with respect to Taxes have\nbeen duly collected or withheld and any such amounts that are required to be\nremitted to any taxing authority have been duly remitted. To the Knowledge of\nthe officers of Seller or of any of the members of the Tax Group, or of the Tax\nDirector of the Business, no taxing authority, body, or official in any\njurisdiction has challenged any transaction to which any member of the Tax Group\nhas been a party on the basis that its main purpose, or one of its main\npurposes, was the avoidance of Tax. Neither Seller nor any member of the Tax\nGroup has participated in or cooperated with an international boycott within the\nmeaning of Section 999 of the Code or has been requested to do so in connection\nwith any transaction or proposed transaction. To the Knowledge of the officers\nof Seller or of any of the members of the Tax Group, or of the Tax Director of\nthe Business, no member of the Tax Group has income in excess of $20,000 that\nhas been accrued under GAAP prior to the Closing, but which has not been accrued\nfor Income Tax purposes prior to the Closing. None of the Sale Assets nor the\nassets owned by any members of the Tax Group is: (i) subject to a tax benefit\ntransfer lease executed in accordance with Section 168(f)(8) of the Internal\nRevenue Code of 1954, as amended or (ii) \"tax-exempt use property\" within the\nmeaning of Section 168(h) of the Code.\n\n                  (e) (i) Each member of the Tax Group organized under the laws\nof, or doing business in, any country that has a Value Added Tax (\"VAT\") (y) is\nduly registered for VAT in respect of the Business and has maintained all\nrequisite records for that purpose and (z) has complied with all relevant VAT\nlegislation.\n\n                           (ii) To the Knowledge of the officers of Seller and\nof any member of the Stock Group, or of the Tax Director of the Business, there\nhave been no circumstances that would give rise to the application to Goodrich\nCanada, Inc. of Section 80, 80.01, 80.02, or 80.04 of the Income Tax Act\n(Canada) of the similar provisions of any applicable provincial tax legislation.\n\n                           (iii) To the Knowledge of the officers of Seller and\nof any member of the Tax Group, or of the Tax Director of the Business, each\nmember of the Tax Group has duly \n\n\n\n                                       27\n   35\n\nstamped all documents which are material to the business of such entity or to\nthe Business, in each jurisdiction where relevant.\n\n         Representations with Respect to Seller and its Subsidiaries, other than\nmembers of the Tax Group.\n\n                  (f) Each of the Seller and its Subsidiaries (other than\nmembers of the Tax Group) has filed all Income Tax Returns (other than those\nthat relate to municipal taxes) and all Tax Returns that relate to Taxes in\nexcess of $20,000 that it was required to file, and has timely paid all Taxes in\nexcess of $20,000 required to be paid by it, to the extent such Tax Returns and\nTaxes are related to the Business or the Sale Assets.\n\n                  (g) Section 2.20(g) of the Disclosure Schedule lists all Tax\nReturns filed with respect to the Business or the Sale Assets by Seller or any\nof the Subsidiaries (other than members of the Tax Group), in either case for\nTaxable Periods ended on or after December 31, 1996, indicates those Tax Returns\nthat have been audited, and indicates those Tax Returns that currently are the\nsubject of audit. Seller has made available to the Buyer correct and complete\ncopies of all such federal, state, and local Tax Returns (or the relevant\nportions thereof), examination reports, and statements of deficiencies assessed\nagainst or agreed to by any of the Seller and its Subsidiaries (other than\nmembers of the Tax Group) since December 31, 1996, to the extent such Returns,\nreports, or statements relate to the Business.\n\n                  (h) Neither Seller nor any of its Subsidiaries (other than\nmembers of the Tax Group) are a party to any Tax allocation or sharing agreement\nthat will (i) remain in effect subsequent to the Transaction and (ii) impose any\nobligation on Buyer or any of its affiliates or any member of the Stock Group.\n\n                  (i) No taxing authority in a jurisdiction where the Seller or\nany of its Subsidiaries does not file Tax Returns with respect to the Business\nor Sale Assets has made a claim, assertion or threat that such entity is or may\nbe subject to taxation by such jurisdiction with respect to the Business or Sale\nAssets.\n\n                  (j) All amounts with respect to the Business or the Sales\nAssets required to be collected or withheld by Seller and each of its\nSubsidiaries (other than members of the Stock Group) with respect to Taxes have\nbeen duly collected or withheld and any such amounts that are required to be\nremitted to any taxing authority have been duly remitted.\n\n         SECTION 2.21. BROKERS' OR FINDERS' FEE. Except for Morgan Stanley &amp; Co.\nIncorporated (whose fees shall be paid by Seller), no agent, broker, investment\nbanker or other Person or firm acting on behalf of Seller, its Subsidiaries, or\nany of their respective directors, officers or affiliates, or under the\nauthority of any of them, is or will be entitled to any broker's or finder's fee\nor any other commission or similar fee, directly or indirectly, from Seller or\nits Subsidiaries in connection with the Transaction.\n\n         SECTION 2.22. NO OTHER REPRESENTATIONS AND WARRANTIES. EXCEPT AS SET\nFORTH IN THIS AGREEMENT, NEITHER SELLER NOR ANY OF ITS SUBSIDIARIES MAKES, AND\nNO PARTY SHALL BE ENTITLED TO RELY UPON, ANY REPRESENTATION OR \n\n\n\n                                       28\n   36\n\nWARRANTY AS TO ANY FACT OR MATTER OTHER THAN AS EXPRESSLY SET FORTH HEREIN.\n\n         SECTION 2.23. NO GIFTS OR SIMILAR BENEFITS. Except as provided in\nSection 2.23 of the Disclosure Schedule, since January 1, 1998, neither the\nSeller nor any of its affiliates nor, to the Knowledge of Seller, any of their\nrespective directors, officers, agents, employees or Persons acting on their\nbehalf has, in connection with the conduct of the Business, directly or\nindirectly, given or agreed to give any significant gift or similar benefit to\nany supplier, customer, governmental employee or other Person who was, is or may\nbe in a position to help or hinder the Business (or assist in connection with\nany actual or proposed transaction) under circumstances that involve a violation\nof any governmental law or regulation which is then in effect and which could\nreasonably be expected to subject the Business to any material damage or\npenalty.\n\n         SECTION 2.24. AFFILIATE TRANSACTIONS. Except as set forth in Section\n2.24 of the Disclosure Schedule, neither Seller (other than through its interest\nin the Assets) nor any of its affiliates (other than the members of Stock Group)\n(i) has any interest in any property (real or personal, tangible or intangible)\nor Contract material to the Business (other than property or Contracts being\nconveyed to Buyer (or its designee) pursuant to this Agreement), (ii) has any\ndirect or indirect interest in any Person with which Seller (to the extent\nrelated to the Business) or any member of the Stock Group competes in any\nmaterial product or service category or has a material business relationship or\n(iii) provides material services to the Business or any member of Stock Group.\n\n         SECTION 2.25. SUPPLIERS AND CUSTOMERS. Section 2.25 of the Disclosure\nSchedule lists the top 20 suppliers and customers (by dollar value) from or to\nwhom the Business purchased or sold goods for the period from January 1, 1999 to\nDecember 31, 1999. To Seller's Knowledge, except as set forth on Section 2.25 of\nthe Disclosure Schedule, since the date of the May 31, 2000 Balance Sheet, there\nhas not been any material adverse change in the business relationship with any\nsupplier or customer named in Section 2.25 of the Disclosure Schedule or the\ncustomers or suppliers of the Business, taken as a whole, except for such\nchanges reflecting either general economic or industry conditions.\n\n         SECTION 2.26. PRODUCT LIABILITY CLAIMS. Section 2.26 of the Disclosure\nSchedule lists all product liability claims in excess of Two Million Dollars\n($2,000,000) per claim (related to the Business), filed against Seller or any of\nits affiliates on or after January 1, 1996 and, in each case, any amounts paid\nin connection with the resolution thereof.\n\n\n                                   ARTICLE III\n                     REPRESENTATIONS AND WARRANTIES OF BUYER\n\n         As a material inducement to Seller to enter into this Agreement and to\nconsummate the Sale, Buyer represents and warrants to Seller as of the date\nhereof and as of the Closing Date as follows:\n\n\n\n\n                                       29\n   37\n\n         SECTION 3.1. ORGANIZATION; POWER.\n\n                  (a) Buyer is a corporation duly organized, validly existing\nand in good standing under the laws of Delaware.\n\n                  (b) Buyer has all the requisite corporate power and authority\nto own, lease and operate its assets, to carry on its business as it is now\nbeing conducted and to enter into, execute and deliver this Agreement, to\nconsummate the Transaction, and to comply with and fulfill the terms and\nconditions of this Agreement.\n\n         SECTION 3.2. AUTHORITY; NO VIOLATION; ETC.\n\n                  (a) The execution and delivery of this Agreement and the\nconsummation of the Transaction have been duly and validly authorized by all\nnecessary corporate action on the part of Buyer. This Agreement is a valid and\nbinding obligation of Buyer, enforceable against Buyer in accordance with its\nterms, except as the enforcement may be affected by bankruptcy, insolvency,\nreorganization, moratorium, fraudulent transfer or other laws relating to or\nlimiting creditors' rights generally or by general principles of equity,\nregardless of whether such enforceability is considered in a proceeding at law\nor in equity.\n\n                  (b) Neither the execution and delivery of this Agreement, nor\nthe consummation of the Transaction, nor compliance by Buyer with any of the\nprovisions of the Agreement, will:\n\n                           (i) conflict with, violate, result in a breach of,\nconstitute a default (or an event that, with notice or lapse of time, or both,\nwould constitute a default) under, or give rise to any right of termination,\ncancellation or acceleration under any provision of the Certificate of\nIncorporation or Bylaws of Buyer, or any of the terms, conditions or provisions\nof any note, lien, bond, mortgage, indenture, license, lease, contract,\ncommitment, agreement, understanding, arrangement, restriction or other\ninstrument or obligation to which Buyer is a party or by which Buyer may be\nbound; or\n\n                           (ii) violate in any material respect any law, rule or\nregulation of any governmental body, agency or authority or any material\njudgment, order, writ, injunction or decree of any court, arbitrator or\ngovernmental body, agency or authority to which Buyer or its assets are subject.\n\n         SECTION 3.3. CONSENTS AND APPROVALS. Except for the expiration or early\ntermination of the applicable waiting period under the HSR Act and\ninvestigations and approvals of the Transaction by, or the expiration of any\ndeadlines for banning the Transaction without prohibitory order from, each\nAntitrust Authority, the execution, delivery and performance of this Agreement\nby Buyer, and the consummation of the Transaction, will not require any notice\nto, action of, filing with or consent, authorization, order or approval from,\nany court, arbitrator or governmental body, agency or authority, or any other\nthird party, except any such notice, action, filing, consent, authorization,\norder or approval not reasonably expected to materially delay the Transaction.\n\n\n\n                                       30\n   38\n\n         SECTION 3.4. ACTIONS PENDING. There are no actions, suits, proceedings\npending or, to Buyer's Knowledge, threatened against Buyer or any properties or\nrights of Buyer by or before any court, arbitrator or governmental body, agency\nor authority which, in any manner, challenges or seeks to prevent, enjoin, alter\nor materially delay the Transaction.\n\n         SECTION 3.5. DISCLAIMER AS TO CONDITION OF SALE ASSETS. It is the\nexpress intention of Buyer and Seller that (except to the extent expressly\nprovided in this Agreement) the Sale Assets shall be acquired by or conveyed to\nBuyer \"as is\" and in their present condition and state or repair and without any\nimplied or express warranties of any type whatsoever except as expressly set\nforth herein.\n\n         SECTION 3.6. NONRELIANCE. In connection with its decision to purchase\nthe Sale Assets, Buyer, on behalf of itself and its affiliates and related\nparties, acknowledges, understands and agrees that (a) Buyer is a sophisticated\nparty with such knowledge and experience in business matters that it appreciates\nthe merits and risks of purchasing the Sale Assets and consummating the\nTransaction, (b) Buyer is not relying upon the representations and warranties\nand information set forth in the Offering Memorandum dated May 2000 and\ndistributed by Morgan Stanley &amp; Co. Incorporated, (or any information made\navailable to Buyer in data rooms or by presentations of the management of the\nBusiness) except that Seller represents and warrants to Buyer that the pro forma\nadjustments reflected in the financial statements and data contained in the\nOffering Memorandum were based on assumptions that Seller in good faith believed\nto be reasonable, (c) Buyer is not relying upon any forward looking projections,\nforecasts, budgets, financial data or any other forward looking information\n(written or oral) with respect to the Sale Assets or the Business prepared by or\nfurnished to it by or on behalf of Seller (\"Forward Looking Data\") except that\nSeller represents and warrants to Buyer that the Forward Looking Data was\nprepared in good faith by Seller, (d) Buyer recognizes that significant\nuncertainties are inherent in such Forward Looking Data and that, except as set\nforth in 3.6(c) above, Seller and its Subsidiaries have not made any\nrepresentations or warranties, expressed or implied, relating to the Forward\nLooking Data, and (e) Buyer takes full responsibility for making its own\nevaluation as to the adequacy and accuracy of such Forward Looking Data.\n\n         SECTION 3.7. LEFT BLANK INTENTIONALLY.\n\n         SECTION 3.8. INVESTMENT INTENT. Buyer (or its designee) is acquiring\nthe Stock and Equity Interest for its own account for investment purposes only\nand not with a view to, or for sale or resale in connection with, any public\ndistribution thereof or with any present intention of selling, distributing or\notherwise disposing of the Stock or Equity Interest in violation of applicable\nsecurities laws.\n\n         SECTION 3.9. LEGEND. Buyer understands that the Stock of the Stock\nSubsidiaries incorporated in the United States is characterized as \"restricted\nsecurities\" under the federal securities laws inasmuch as it is being acquired\nfrom Seller in a transaction not involving a public offering and that under such\nlaws and applicable regulations such securities may be resold without\nregistration under the Securities Act of 1933, as amended, only in certain\nlimited circumstances. It is understood that the certificates evidencing the\nStock of the Stock Subsidiaries incorporated in the United States shall bear the\nfollowing legend:\n\n\n\n                                       31\n   39\n\n\"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR\nANY STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD EXCEPT AS PERMITTED\nUNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS, PURSUANT\nTO REGISTRATION OR AN EXEMPTION THEREFROM.\"\n\n         SECTION 3.10. BROKERS' OR FINDERS' FEES. No agent, broker, investment\nbanker or other Person or firm acting on behalf of Buyer or its directors,\nofficers or affiliates, or under the authority of any of them, is or will be\nentitled to any broker's or finder's fee or any other commission or similar fee,\ndirectly or indirectly, from Seller or its Subsidiaries (other than the members\nof the Stock Group) in connection with the Transaction.\n\n         SECTION 3.11. FINANCING. Buyer has delivered complete and accurate\nfinancing Commitment Letters (the \"Commitment Letters\") to Seller, copies of\nwhich are attached as Exhibit D.\n\n         SECTION 3.12. BUYER INVESTMENT PLAN. With respect to the Buyer\nInvestment Plan (as defined in Section 9.2(f)), (a) Buyer shall take all action\nrequired of Buyer pursuant to Section 9.2, including action required after the\nClosing Date, (b) at the time of the transfer of assets pursuant to Section\n9.2(f), such plan will be tax-qualified under Section 401(a) of the Code, each\nrelated trust will be exempt from taxation under Section 501(a) of the Code, and\n(c) to Buyer's Knowledge, at the time of such transfer, such plan and trust will\nhave been maintained and operated substantially in accordance with both their\nterms and the requirements of all applicable statutes, orders, rules and\nregulations, including without limitation ERISA and the Code.\n\n         SECTION 3.13. NO OTHER REPRESENTATIONS OR WARRANTIES. EXCEPT AS SET\nFORTH IN THIS AGREEMENT, BUYER MAKES NO, AND NO PARTY SHALL BE ENTITLED TO RELY\nUPON, ANY REPRESENTATION OR WARRANTY AS TO ANY FACT OR MATTER OTHER THAN AS\nEXPRESSLY SET FORTH HEREIN.\n\n\n                                   ARTICLE IV\n                         PRE-CLOSING COVENANTS OF SELLER\n\n         Seller covenants and agrees that between the date hereof and the\nClosing:\n\n         SECTION 4.1. MAINTENANCE OF CORPORATE AND ENTITY STATUS. Seller shall\nmaintain itself as a corporation, validly existing under the laws of the State\nof New York. Seller shall cause each of the Subsidiaries that are affiliates and\nthe Stock Selling Subsidiaries to maintain its status as a corporation or other\nbusiness entity, validly existing under the laws of their jurisdictions of\nincorporation or organization.\n\n         SECTION 4.2. OPERATION OF THE BUSINESS. Except as otherwise described\non Schedule 4.2(b), Seller shall operate or cause the Business to be operated\ndiligently and only in the regular \n\n\n\n                                       32\n   40\n\nand ordinary course and in a manner consistent with past practices. Without\nlimiting the generality of the foregoing:\n\n                  (a) Seller shall:\n\n                           (i) use reasonable efforts to preserve the\norganization of the Business intact;\n\n                           (ii) duly file all Tax Returns required to be filed\nby Seller and its Subsidiaries that are affiliates and to pay promptly all Taxes\nand governmental charges (including unemployment insurance and workers\ncompensation payments) as and when due, except for such as are disputed in good\nfaith;\n\n                           (iii) use reasonable efforts to maintain in full\nforce and effect all Permits required for the operation of the Business as\npresently conducted;\n\n                           (iv) use reasonable efforts to continue and preserve\nconstructive relationships with suppliers, customers and employees of the\nBusiness and with others having business dealings or relationships with the\nBusiness;\n\n                           (v) use reasonable efforts to keep available and\nmaintain the services of all officers, employees, agents and representatives of\nthe Business on the same or substantially the same terms;\n\n                           (vi) use reasonable efforts to maintain all of the\nOther Tangible Property, in a manner consistent with past practices, ordinary\nwear and tear excepted; and\n\n                           (vii) continue to make capital expenditures in\naccordance with the budgets set forth\non Schedule 4.2(a).\n\n                  (b) Except as otherwise contemplated by this Agreement, or as\ndescribed on Schedule 4.2(b), Seller shall not, and shall cause the Subsidiaries\nthat are affiliates and the Stock Selling Subsidiaries not to, without the prior\nwritten consent of Buyer, which consent shall not be unreasonably withheld or\ndelayed:\n\n                           (i) make any change in the authorized capital stock\nof the Stock Subsidiaries, certificate of incorporation or articles of\nassociation or bylaws of any member of the Stock Group or organizational\ndocuments of the Equity Subsidiaries, or merge or consolidate any member of the\nStock Group;\n\n                           (ii) issue, sell or redeem any shares of the Stock or\nsecurities convertible into or exchangeable for Stock or the shares of any\nIndirect Subsidiary or any interests in the Equity Subsidiaries;\n\n                           (iii) issue any stock options or warrants in any\nmember of the Stock Group;\n\n\n\n                                       33\n   41\n\n                           (iv) terminate, amend or grant any waiver under any\nMaterial Contract (or enter into any contract that would be a Material Contract)\nor cancel, modify or waive any material debts or claims held by Seller or its\nSubsidiaries or waive any rights material to the Business, except in the\nordinary course of the Business;\n\n                           (v) knowingly do any act, omit to do any act, or\npermit any omission to act within its control, which will cause a breach or\ndefault in any of the Material Contracts;\n\n                           (vi) mortgage, pledge or subject to any other\nEncumbrance any portion of the Sale Assets or the assets of the members of the\nStock Group;\n\n                           (vii) sell, transfer or otherwise dispose of any of\nthe Sale Assets or any assets of the members of the Stock Group, except for\nsales of inventory items and other transfers and dispositions, in each case, in\nthe ordinary course of the Business;\n\n                           (viii) except in the ordinary course of the Business,\nchange or increase the rate of compensation paid to, or enter into any new\nemployment agreements with, any employees or agents of the Business, except for\nthe Transition Arrangements and any \"Retention Agreements\" with employees of the\nBusiness, in each case, as set forth on Schedule 9.2(d) and 2.19, respectively.\n\n                           (ix) incur any debt for borrowed money, other than in\nthe ordinary course of business consistent with past practice;\n\n                           (x) acquire any assets or properties outside the\nordinary course of business or any businesses;\n\n                           (xi) make any change in its fiscal year or its\naccounting methods or practices except as required by reason of a concurrent\nchange in accounting principles generally accepted in the United States;\n\n                           (xii) make or change any Tax election or Tax\naccounting method, settle any audit or file any Tax Returns, except in the\nordinary course of business consistent with past practice;\n\n                           (xiii) enter into any material joint venture,\npartnership or other commitment or Contract;\n\n                           (xiv) make capital expenditures or commitments for\nadditions to property, plant or equipment constituting capital assets other than\nin the ordinary course of business consistent with past practice;\n\n                           (xv) make any material change in any pricing,\ninventory or credit practice or policy;\n\n\n\n                                       34\n   42\n\n                           (xvi) take any action that would make any\nrepresentation or warranty of Seller hereunder inaccurate in any material\nrespects; or\n\n                           (xvii) enter into any agreement to do any of the\nforegoing.\n\n         SECTION 4.3. OTHER OFFERS. From the date of this Agreement until it is\nterminated in accordance with Article VIII, Seller shall not, and shall cause\nits affiliates, officers, directors, employees and other agents not to, take any\naction to: (i) encourage, solicit or initiate the submission of any Acquisition\nProposal (as defined below) with respect to any third party, (ii) enter into any\nagreement with respect to any Acquisition Proposal with respect to any third\nparty or (iii) participate in any way in discussions or negotiations with, or\nfurnish any information to, any Person in connection with, or take any other\naction to facilitate any inquiries or the making of any proposal that\nconstitutes, or may reasonably be expected to lead to, any Acquisition Proposal\nwith respect to any third party. Seller will promptly communicate to Buyer that\nsuch a solicitation has been received by it, or that any such information has\nbeen requested from it or that such negotiations or discussions have been sought\nto be initiated with it or that it has received a written communication with\nrespect to an Acquisition Proposal with respect to it. The term \"Acquisition\nProposal\" as used herein means any offer or proposal for, or any indication of\ninterest in, a sale, other disposition, merger or other business combination\ninvolving all or any portion of the Business including any of the Stock or the\nIndirectly Owned Stock or a material portion of the Assets, other than the\nTransaction.\n\n         SECTION 4.4. ACCESS TO INFORMATION. Subject to the provisions of the\nConfidentiality Agreement, Seller shall afford the officers, employees,\naccountants, attorneys and authorized representatives of Buyer reasonable access\nat reasonable business hours to the facilities, properties, books and records of\nthe Business. Other than as described in Schedule 4.4, prior to the Closing Date\nBuyer shall not communicate with any customer, supplier, agent, co-owner or\njoint venture partner (\"Representatives\") of Seller, its Subsidiaries, or the\nBusiness about the Transaction or about the Business without the prior consent\nof the Seller, which consent shall not be unreasonably withheld or delayed. The\nofficers of Seller shall furnish Buyer with such additional financial and\noperating data and other information relating to the business, properties and\nassets of the Business as Buyer may reasonably request from time to time. Buyer\nshall be entitled, at its sole cost and expense, to: (i) have the Owned Real\nProperty surveyed or; (ii) to conduct physical inspections (including Phase I\nenvironmental assessments or audits, but excluding invasive testing or other\nprocedure likely to result in a release, spill, emission, draining or discharge\nof any Hazardous Materials that may exist) of the Owned or Leased Real Property\nor improvements located thereon; provided, however, that, whether or not the\nTransaction is consummated, except as otherwise expressly set forth in this\nAgreement, all costs and expenses of the tests and acts described in this\nSection 4.4 shall be borne solely by Buyer; provided, further, that Buyer shall\nindemnify, defend, and hold Seller and its Subsidiaries free and harmless from\nand against any Losses related to any physical injury or damage to persons or\nproperty arising out of any such survey or inspection. Buyer's liabilities and\nobligations under this Section 4.4 shall survive termination of this Agreement\npursuant to any provision of this Agreement; and, provided, further, that so\nlong as the Closing shall not have occurred, Seller may, at its sole discretion,\nrefuse to grant Buyer access to facilities, properties, books and records\n\n\n\n                                       35\n   43\n\nof the Business relating to (i) Excluded Assets or (ii) any proprietary or\nconfidential technology or know how, or any contracts or research and\ndevelopment activities of the Business, which are expressly subject to\nconfidentiality obligations or agreements with third parties. No investigation\nby Buyer or other information received by Buyer shall operate as a waiver or\notherwise affect any representation or warranty or agreement, given or made by\nSeller hereunder.\n\n         SECTION 4.5. INSURANCE. Seller shall maintain or cause to be maintained\nthe types and levels of insurance currently in effect to insure the Sale Assets,\nthe assets of the members of the Stock Group and the Business against risk of\nloss or damage.\n\n         SECTION 4.6. REQUIRED CONSENTS AND APPROVALS. Seller shall use\ncommercially reasonable efforts to preserve all consents and approvals already\nobtained, and to obtain all consents and approvals not yet obtained which are\nrequired to be obtained pursuant to this Agreement.\n\n         SECTION 4.7. PRE-TRANSACTION NOTIFICATION, TRANSFER STATUTES.\n\n                  (a) Promptly after the execution of this Agreement, Seller\nshall file all notifications, applications and reports required of Seller\nincluding any filing under the HSR Act or any Antitrust Law and any filings\nrequired by each Antitrust Authority, and shall take such other action that is\nrequired to be taken by it, with any other governmental body, agency or\nauthority in connection with the Transaction.\n\n                  (b) Seller shall (i) cooperate with the Buyer in connection\nwith all filings required by the HSR Act or by any Antitrust Law or other\napplicable law to be made by Buyer to consummate the Transaction, (ii) promptly\nsupply any additional information that may be required by any Antitrust\nAuthority or governmental authority in connection with a review of the\nTransaction, and (iii) coordinate and cooperate with Buyer in exchanging\ninformation and providing reasonable assistance as may be required to complete\nsuch filings and supply any additional information that may be requested.\n\n                  Without limiting the foregoing, Seller will use all reasonable\nefforts to obtain all authorizations, consents, orders and approvals of federal,\nstate and foreign regulatory bodies and officials (including Environmental\nPermits) which may be or become necessary for its execution and delivery of, and\nthe performance of its obligations pursuant to, this Agreement and any related\nancillary agreements.\n\n                  Without limiting the foregoing, Seller shall use all\nreasonable efforts to resolve any objections, if any, as may be asserted by any\nAntitrust Authority with respect to the Transaction contemplated by Antitrust\nLaws. In connection therewith, if any administrative or judicial action or\nproceeding is instituted (or threatened to be instituted) challenging any\ntransaction contemplated by this Agreement as violative of any Antitrust Law,\nand, if by mutual agreement, Seller and Buyer decide that litigation is in their\nbest interests, Seller shall cooperate with Buyer and use all reasonable efforts\nvigorously to contest and resist any such action or proceeding and to have\nvacated, lifted, reversed, or overturned any decree, judgment, injunction or\nother order, whether temporary, preliminary or permanent, that is in effect and\nthat prohibits, \n\n\n\n                                       36\n   44\n\nprevents, or restricts consummation of any such transaction. Notwithstanding\nanything else contained in this Agreement, (i) neither Seller nor any of its\nSubsidiaries shall be required to divest any of their respective businesses,\nproduct lines or assets, or to take or agree to take any other action or agree\nto any limitation that could reasonably be expected to have a Material Adverse\nEffect, and (ii) neither Seller nor any of its Subsidiaries shall be required to\ntake or agree to take any other action or agree to any limitation that could\nreasonably be expected to have a material adverse effect on their respective\nbusiness, assets, condition (financial or otherwise), results of operations or\nprospects of Seller and its Subsidiaries taken as a whole.\n\n                  (c) Seller shall give all notices to third parties and take\nsuch other action as may be required to be given or taken by it under any\nPermit, lease, note, mortgage, indenture, agreement or other instrument or any\nlaw, rule, regulation, demand or court or administrative order in connection\nwith the Transaction, and shall use its reasonable efforts to obtain all other\nconsents and approvals necessary to enable Seller to consummate the Transaction.\n\n                  (d) (i) Notwithstanding anything in Section 11.3 to the\ncontrary Seller shall take all actions, at its sole cost and expense, to obtain\na written determination issued by the New Jersey Department of Environmental\nProtection (\"NJDEP\") authorizing the Transaction to occur with respect to all\nOwned Real Property, Leased Real Property or Closed Facilities located in the\nState of New Jersey, including, without limitation, a \"No Further Action\" letter\nas defined by N.J.S.A. 13:l K-9(d) (\"NFA Letter\") or a \"Remediation Agreement\"\nunder N.J.S.A. 13:I K-9(e) or an authorization letter pursuant to N.J.A.C.\n7:26B-1.8(c) in accordance with the requirements of the Industrial Site Recovery\nAct, NJSA 13:1 K-1 et seq. (\"ISRA\"). Prior to Seller's submission to the NJDEP\nof any application or any other document intended to secure a written\ndetermination referred to in the previous sentence, Seller shall present such\napplication or other document to Buyer and obtain its approval in writing, which\napproval shall not be unreasonably withheld or delayed.\n\n                           (ii) Notwithstanding anything in Section 11.3 to the\ncontrary, Seller shall be the sole ordered party under any Remediation\nAgreement. Seller shall be solely responsible for fulfilling all requirements\nthereunder, including, without limitation, establishing and maintaining in full\nforce and effect until released by NJDEP, a \"remediation funding source\" (as\nsuch term is defined under ISRA) satisfactory in form, content and amount to\nNJDEP.\n\n                           (iii) Notwithstanding anything in Section 11.3 to the\ncontrary: (A) following the Closing Seller shall take all actions, at its sole\ncost and expense, to achieve Compliance with ISRA with respect to Owned Real\nProperty or the Leased Real Property or the Closed Facilities located in the\nState of New Jersey; (B) \"Compliance with ISRA\" shall mean performance by Seller\nof any requirements imposed under ISRA as a result of this Transaction, and\nshall be deemed completed upon the receipt by Seller of a NFA Letter with\nrespect to the ISRA proceeding related to the Transaction if any, and full\nsatisfaction of any and all conditions or requirements established by NJDEP in\nsuch nfa Letter; (C) Seller shall control all Environmental Claims that are its\nresponsibility under this Section 4.7(d) provided that , (I) no compromise or\nsettlement in response to such matters may be reached by Seller without Buyer's\nwritten consent (which shall not be unreasonably withheld or delayed), and (II)\nSeller shall provide Buyer with reasonable advance notice of, and an opportunity\nto comment on, any planned activities and any documents proposed to be submitted\nto governmental entities or other \n\n\n\n                                       37\n   45\n\nthird parties, and an opportunity for Buyer to participate in any meetings or\nmaterial negotiations with any third party (excluding counsel, consultants or\nother experts retained by Seller); (D) Buyer shall timely cooperate with\nSeller's efforts to comply with ISRA and this provision including that Buyer\nshall give access to all such real property after the Closing on reasonable\nterms to be reflected in a mutually acceptable access agreement to be executed\nand recorded at Closing; (E) Buyer shall consent to and permit remediation of\nall such property in a Lowest-Cost Commercially Reasonable manner (as defined in\nSection 11.3(g)(iii) below); and (F) Buyer shall execute any and all\nsubmissions, filings, applications, recordings and deed notices as may be\nreasonably necessary or appropriate to assist Seller in achieving Compliance\nwith ISRA in a Lowest-Cost Commercially Reasonable manner.\n\n                   (e) Seller shall pay all filing fees required in connection\nwith all filings by Seller under the HSR Act and with any foreign Antitrust\nAuthority with respect to the Transaction.\n\n         SECTION 4.8. SELLER'S ACTIONS. From the date of this Agreement through\nthe Closing: (a) Seller shall use its reasonable efforts to cause the conditions\nto the obligations of Seller set forth in Article VII to be satisfied to the\nextent that the satisfaction of such conditions is within the control of Seller\nor its Subsidiaries or affiliates; and (b) Seller shall not take any action or\nomit to take any action within its reasonable control to the extent such action\nor omission might result in a breach of any covenant or agreement of Seller or\nits Subsidiaries or affiliates in this Agreement or in any representation or\nwarranty made by any of them in this Agreement being inaccurate or incorrect on\nand as of the Closing Date.\n\n         SECTION 4.9. NOTICE OF MATERIAL ADVERSE CHANGE. Seller shall promptly\nadvise Buyer in writing of (i) any change in the Sale Assets, any of the assets\nof the members of the Stock Group, the Business, or the financial condition or\nresults of operations of the Business or any other facts or circumstances that\nwould reasonably be expected to have a Material Adverse Effect, (ii) any\nlawsuit, litigation or claim of any third party which, if adversely determined,\nwould reasonably be expected to restrain, enjoin or otherwise prohibit the\nconsummation of the Transaction, (iii) any material breach of any representation\nor warranty made by the Seller in this Agreement and (iv) any failure by the\nSeller to comply in all material respects with any covenant or agreement\nrequired to be performed by it pursuant to this Agreement.\n\n         SECTION 4.10. COOPERATION. Seller shall generally cooperate with Buyer\nand its officers, employees, attorneys, accountants and other agents and do such\nother acts and things in good faith as may be reasonable, necessary or\nappropriate to timely effectuate the intent and purposes of this Agreement and\nthe consummation of the Transaction, including, without limitation, providing\nall reasonable cooperation in connection with, and assisting Buyer in connection\nwith the documentation reasonably required for, Buyer's financing arrangements.\nIf Buyer so requests at least 15 days prior to Closing, Seller shall permit\nBuyer to form wholly owned Persons to consummate the purchase of Assets, Stock\nor Equity Interests, as applicable, which would otherwise be purchased directly\nby Buyer hereunder and, with respect to those entities listed on Schedule 4.10,\nto purchase the assets, in lieu of the stock or other equity of such entities,\nprovided that in each such case, (i) Seller has not notified Buyer within seven\n(7) days of receipt of such notice that the granting of such request adversely\naffects Seller's contemplated benefits or increase its obligations, liabilities\nor expense (including additional Taxes) under this \n\n\n\n                                       38\n   46\n\nAgreement; (ii) Buyer at all times shall remain liable for all of the covenants,\nagreements and obligations of Buyer set forth in or contemplated by this\nAgreement; and (iii) to the extent that there are any inconsistencies between\nthis Agreement and any other agreements or instruments executed pursuant to this\nSection 4.10, this Agreement shall control.\n\n         SECTION 4.11. INTERCOMPANY ACCOUNTS. Except as mutually agreed upon\nbetween Buyer and Seller, all intercompany accounts providing for payment of any\namount between Seller or any of its affiliates, on the one hand, and any member\nof the Stock Group, on the other hand, shall be settled prior to Closing. Except\nas otherwise contemplated in this Agreement, all agreements between Seller or\nany of its affiliates, on the one hand, and any member of the Stock Group, on\nthe other hand, shall be terminated as of the Closing and shall, thereafter, be\nof no further force or effect.\n\n         SECTION 4.12. ACQUISITION OF RIGHTS TO CONFIDENTIALITY. At the Closing,\nSeller shall assign to Buyer, to the extent assignable, all rights of Seller\nunder any confidentiality agreements between Seller and Persons other than the\nBuyer that were entered into in connection with or relating to the possible\npurchase or sale of all or any portion of the Business (other than the ordinary\ncourse of business sale of inventory or replacement of assets), any Subsidiary\nor any equity securities of any Subsidiary, or any merger, business combination\nor recapitalization involving the Business or any Subsidiary, including, without\nlimitation, the right to enforce all terms of such confidentiality agreements.\nIf Seller's rights under any confidentiality agreement are not assignable,\nSeller shall cooperate with Buyer in taking any action reasonably requested by\nBuyer, to enforce for the benefit of Buyer any and all rights of Seller against\na third party thereto.\n\n         SECTION 4.13. TEXTILE CONSOLIDATION PROJECT. As requested by Buyer,\nSeller will at its sole expense implement the consolidation project for its\nTextile Performance Chemicals commercial business unit (the \"Textile\nConsolidation Project\"), as described on Schedule 4.13. To the extent not\ncompleted by Seller prior to Closing, (i) appropriate reserves for the\nunfinished portion of the Textile Consolidation Project will be placed on the\nClosing Balance Sheet and taken into account in determining Net Working Capital\nas of the Closing Date and (ii) Buyer shall complete the Textile Consolidation\nProject including the closure or decommissioning of the Allach and Taylors\nfacilities (as referenced in Schedule 4.13). In such event: (i) Seller shall\nprovide Buyer with necessary access to such facilities to permit Buyer to\nfulfill its obligations under this Section 4.13, and (ii) Buyer shall perform\nits obligations under this Section 4.13 in accordance with the requirements\nnoted in Schedule 4.13.\n\n         SECTION 4.14. SATISFACTION OF INDEBTEDNESS. If so requested by Buyer,\nSeller shall cause any indebtedness for borrowed money owed to Seller or third\nparties by any member of the Stock Group (including without limitation, any\nindebtedness described on Schedule 2.9(c)) to be repaid in full, and any\nassociated security interests to be fully released, immediately prior to\nClosing.\n\n         SECTION 4.15. TRANSFER OF EXCLUDED REAL PROPERTY. Prior to the Closing,\nSeller shall use commercially reasonable efforts to cause all real property\nwhich is (i) an Excluded Asset and (ii) owned by any member of the Stock Group\nto be transferred, in accordance with applicable\n\n\n\n                                       39\n   47\n\nlaw (including ISRA), to an entity which is not a member of the Stock Group. Any\ncost or Liabilities associated with such transfer prior to, at or after Closing\nshall be borne solely by Seller.\n\n                                    ARTICLE V\n                         PRE-CLOSING COVENANTS OF BUYER\n\n         Buyer covenants and agrees that between the date hereof and the\nClosing:\n\n         SECTION 5.1. REQUIRED CONSENTS AND APPROVALS. Buyer shall use all\nreasonable efforts to preserve all consents and approvals already obtained, and\nto obtain all consents and approvals not yet obtained, which are necessary to\nenable it to consummate the Transaction.\n\n         SECTION 5.2. PRE-TRANSACTION NOTIFICATION.\n\n                  (a) Promptly after the execution of this Agreement, Buyer\nshall file all notifications, applications and reports required of Buyer\nincluding any filing under the HSR Act or any Antitrust Law and any filings\nrequired by each Antitrust Authority, and shall take such other action that is\nrequired to be taken by it, with any other governmental body, agency or\nauthority in connection with the Transaction.\n\n                  (b) Buyer shall (i) cooperate with the Seller in connection\nwith all filings required by the HSR Act or by any Antitrust Law or other\napplicable law to be made by Seller to consummate the Transaction, (ii) promptly\nsupply any additional information that may be required by any Antitrust\nAuthority or governmental authority in connection with a review of the\nTransaction, and (iii) coordinate and cooperate with Seller in exchanging\ninformation and providing reasonable assistance as may be required to complete\nsuch filings and supply any additional information that may be requested.\n\n                  Without limiting the foregoing, Buyer will use all reasonable\nefforts to obtain all authorizations, consents, orders and approvals of federal,\nstate and foreign regulatory bodies and officials which may be or become\nnecessary for its execution and delivery of, and the performance of its\nobligations pursuant to, this Agreement and any related ancillary agreements.\n\n                  Without limiting the foregoing, Buyer shall use all reasonable\nefforts to resolve any objections, if any, as may be asserted by any Antitrust\nAuthority with respect to the Transaction contemplated by Antitrust Laws. In\nconnection therewith, if any administrative or judicial action or proceeding is\ninstituted (or threatened to be instituted) challenging any transaction\ncontemplated by this Agreement as violative of any Antitrust Law, and, if by\nmutual agreement, Seller and Buyer decide that litigation is in their best\ninterests, Buyer shall cooperate with Seller and use all reasonable efforts\nvigorously to contest and resist any such action or proceeding and to have\nvacated, lifted, reversed, or overturned any decree, judgment, injunction or\nother order, whether temporary, preliminary or permanent, that is in effect and\nthat prohibits, prevents, or restricts consummation of any such transaction.\nNotwithstanding anything else contained in this Agreement, (i) neither Buyer nor\nany of its affiliates shall be required to divest any of its businesses, product\nlines, or assets and (ii) Buyer shall not be required to take or agree\n\n\n\n                                       40\n   48\n\nto take any other action or agree to any limitation that could reasonably be\nexpected to have a material adverse effect on the business, assets, condition\n(financial or otherwise), results of operations or prospects of Buyer or any of\nits affiliates or the Business taken as a whole.\n\n                  (c) Buyer shall cooperate with Seller in giving all notices to\nthird parties and taking all other action required to be given or taken by\nSeller under any Permit, lease, note, mortgage, indenture, agreement or other\ninstrument or any law, rule, regulation, demand or court or administrative order\nin connection with the Transaction, and shall use its reasonable efforts to\nassist Seller in obtaining all consents and approvals necessary to enable Buyer\nto consummate the Transaction.\n\n                  (d) Buyer shall pay all filing fees required in connection\nwith all filings by Buyer under the HSR Act and with any foreign Antitrust\nAuthority with respect to the Transaction.\n\n         SECTION 5.3. BUYER'S ACTIONS. From the date of this Agreement through\nthe Closing: (a) Buyer shall use its reasonable efforts to cause the conditions\nto the obligations of Buyer set forth in Article VI to be satisfied to the\nextent that the satisfaction of such conditions is within the control of Buyer;\nand (b) Buyer shall not take any action or omit to take any action within its\nreasonable control to the extent that such action or omission might result in a\nbreach of any covenant or agreement of Buyer in this Agreement or in any\nrepresentation or warranty made by Buyer in this Agreement being inaccurate or\nincorrect on and as of the Closing Date.\n\n         SECTION 5.4. NOTICE OF MATERIAL ADVERSE CHANGE. Buyer shall promptly\nadvise Seller in writing of (i) any material adverse change in Buyer, its assets\nor the financial condition, results of operations, businesses or properties of\nBuyer and its subsidiaries considered as a whole, (ii) any lawsuit, litigation\nor claim of any third party which, if adversely determined, would reasonably be\nexpected to restrain, enjoin, or otherwise prohibit the consummation of the\nTransaction, (iii) any material breach of any representation or warranty made by\nBuyer in this Agreement and (iv) any failure by Buyer to comply in any material\nrespect with any covenant or agreement required to be performed by it pursuant\nto this Agreement.\n\n         SECTION 5.5. COOPERATION. Buyer shall generally cooperate with Seller\nand its officers, employees, attorneys, accountants and other agents and do such\nother acts and things in good faith as may be reasonable, necessary or\nappropriate timely to effectuate the intent and purposes of this Agreement and\nthe consummation of the Transaction.\n\n                                   ARTICLE VI\n                  CONDITIONS PRECEDENT TO PERFORMANCE OF BUYER\n\n         The obligation of Buyer to consummate the Purchase pursuant to the\nterms of this Agreement is subject to the satisfaction, at the Closing, of each\nof the following conditions (any of which may be waived by Buyer):\n\n         SECTION 6.1. ACCURACY OF REPRESENTATIONS AND WARRANTIES OF SELLER. Each\nof the representations and warranties of Seller contained in this Agreement\nwhich are qualified by the\n\n\n\n                                       41\n   49\n\nterm \"material,\" \"Material Adverse Effect\" or similar phrase shall be true and\ncorrect in all respects as of the date of this Agreement and at and as of the\nClosing Date as though then made, and the other representations and warranties\nof Seller contained in this Agreement shall be true and correct in all material\nrespects as of the date of this Agreement and at and as of the Closing Date as\nthough then made. On the Closing Date, Seller shall have delivered to Buyer a\ncertificate signed by an officer of Seller to the foregoing effect.\n\n         SECTION 6.2. COMPLIANCE. Seller, its Subsidiaries or its affiliates\nshall have performed, complied with and fulfilled in all material respects all\nof the covenants, agreements, obligations and conditions required by this\nAgreement to be performed, complied with or fulfilled by it or them at or prior\nto the Closing. On the Closing Date, Seller shall have delivered to Buyer a\ncertificate signed by an officer of Seller to the foregoing effect.\n\n         SECTION 6.3. APPROVAL. The execution and delivery of this Agreement by\nSeller, and the performance by Seller and its affiliates of their covenants and\nobligations hereunder, shall have been duly authorized by all necessary\ncorporate action on the part of Seller, the Asset Subsidiaries, the members of\nthe Stock Group and the Stock Selling Subsidiaries respectively.\n\n         SECTION 6.4. AUTHORIZATION.\n\n                  (a) All Permits, authorizations, approvals and consents of,\nand notices to, any federal, state, local or foreign governmental body, agency\nor authority, which may be required by law, regulation, rule, ordinance, order\nor decree in order to consummate the Transaction or to permit Buyer to operate\nthe Business after the Closing substantially in the same manner as it is\ncurrently being operated, shall have been obtained or made on terms and\nconditions reasonably satisfactory to Buyer, and any applicable waiting period\n(and any extensions thereof) under the HSR Act or other Antitrust Law shall have\nexpired or otherwise been terminated and approval of the Transaction shall have\nbeen granted by, or the deadline for banning or imposing conditions on the\nTransaction shall have elapsed without prohibitory order from, each Antitrust\nAuthority.\n\n                  (b) (i) all Permits, authorizations, approvals and consents of\nany other third party, which may be required under any agreement, lease or other\ninstrument or document to which Seller or its Subsidiaries are a party, or by\nwhich Seller, its Subsidiaries or the Sale Assets or the assets of the members\nof the Stock Group are bound, in order to consummate the Transaction or to\npermit Buyer to operate the Business after the Closing substantially in the same\nmanner as it is currently being operated, and (ii) those consents specifically\nlisted on Schedule 6.4(b) (\"Material Consents\"), shall have been obtained or\nmade on terms or conditions reasonably satisfactory to Buyer.\n\n         SECTION 6.5. LITIGATION. No order, decree, writ or ruling of any court,\narbitrator or governmental body, agency, or authority shall be in effect that\nrestrains, enjoins, or otherwise prohibits the consummation of the Transaction.\nThere shall not be threatened, instituted or pending any action or proceeding by\nany Person before any court or governmental authority or agency, domestic or\nforeign, (i) seeking to restrain, prohibit or otherwise interfere with the\nownership or operation by Buyer or any of its affiliates of all or any material\nportion of the Business or Sale Assets or the business or assets of Buyer or any\nof its affiliates or to compel \n\n\n\n                                       42\n   50\n\nBuyer or any of its affiliates to dispose of all or any material portion of the\nBusiness or Sale Assets or the business or assets of Buyer or any of its\naffiliates or (ii) seeking to require divestiture by Buyer or any of its\naffiliates of any of the Business or Sale Assets. There shall not be any action\ntaken, or any statute, rule, regulation, injunction, order or decree proposed,\nenacted, enforced, promulgated, issued or deemed applicable to the purchase of\nthe Business or the Sale Assets, by any court, government or governmental\nauthority or agency, domestic or foreign, other than the application of the\nwaiting period provisions of the HSR Act or other Antitrust Law to the purchase\nof the Business or Sale Assets, that, could, directly or indirectly, reasonably\nbe expected to result in any of the consequences referred to in clause (i) or\n(ii) above.\n\n         SECTION 6.6. CLOSING DELIVERIES. Buyer shall have received from Seller\nall of the instruments, documents and considerations described in Section 10.1,\nand the form and substance of all such deliveries shall be reasonably\nsatisfactory in all material respects to Buyer.\n\n         SECTION 6.7. MATERIAL ADVERSE EFFECT. There shall not have occurred\nsince the date of this Agreement any material adverse change in the assets,\nliabilities, business, financial condition or results of operations of the\nBusiness, taken as a whole.\n\n         SECTION 6.8 FINANCING. The funds contemplated by the Commitment Letters\nshall have been made available to Buyer pursuant to the terms thereof.\n\n\n                                   ARTICLE VII\n                  CONDITIONS PRECEDENT TO PERFORMANCE OF SELLER\n\n         The obligation of Seller to consummate the Sale pursuant to the terms\nof this Agreement is subject to the satisfaction, at the Closing, of each of the\nfollowing conditions (any of which may be waived by Seller):\n\n         SECTION 7.1. ACCURACY OF REPRESENTATIONS AND WARRANTIES OF BUYER. Each\nof the representations and warranties of Buyer contained in this Agreement which\nare qualified by the term \"material,\" \"material adverse effect\" or similar\nphrase shall be true and correct in all respects as of the date of this\nAgreement and at and of the Closing Date as though then made and the other\nrepresentations and warranties of Buyer contained in this Agreement shall be\ntrue and correct in all material respects as of the date of this Agreement and\nat and as of the Closing Date as though then made. On the Closing Date, Buyer\nshall have delivered to Seller a certificate signed by an officer of Buyer to\nthe foregoing effect.\n\n         SECTION 7.2. COMPLIANCE. Buyer shall have performed, complied with and\nfulfilled in all material respects all the covenants, agreements, obligations\nand conditions required by this Agreement to be performed, complied with or\nfulfilled by it at or prior to the Closing. On the Closing Date, Buyer shall\nhave delivered to Seller a certificate signed by an officer of Buyer to the\nforegoing effect.\n\n\n\n                                       43\n   51\n\n         SECTION 7.3. APPROVAL. The execution and delivery of this Agreement by\nBuyer, and the performance of Buyer's covenants and obligations hereunder, shall\nhave been duly authorized by all necessary corporate action on the part of\nBuyer.\n\n         SECTION 7.4. AUTHORIZATION.\n\n                  (a) All Permits, authorizations, approvals and consents of,\nand notices to, any federal, state, local or foreign governmental body, agency\nor authority, which may be required by law, regulation, rule, ordinance, order\nor decree in order to consummate the Transaction, shall have been obtained or\nmade on terms and conditions reasonably satisfactory to Seller, and any\napplicable waiting period (and any extensions thereof) under the HSR Act or\nother Antitrust Law shall have expired or otherwise been terminated and approval\nof the Transaction shall have been granted by, or the deadline for banning or\nimposing conditions on the Transaction shall have elapsed without prohibitory\norder from, each Antitrust Authority.\n\n                  (b) All Permits, authorizations, approvals and consents of any\nother third party, which may be required under any agreement, lease or other\ninstrument or document to which Buyer is a party, or by which Buyer or its\nassets are bound, in order to consummate the Transaction shall have been\nobtained or made on terms and conditions reasonably satisfactory to Seller.\n\n         SECTION 7.5. LITIGATION. No order, decree, writ or ruling of any court,\narbitrator or governmental body, agency, or authority shall be in effect that\nrestrains, enjoins, or otherwise prohibits the consummation of the Transaction.\nThere shall not be threatened, instituted or pending any action or proceeding by\nany Person before any court or governmental authority or agency, domestic or\nforeign, (i) seeking to restrain, prohibit or otherwise interfere with the\nownership or operation by Seller or any of its Subsidiaries or affiliates of all\nor any material portion of the Business or Sale Assets or the business or assets\nof Seller or any of its Subsidiaries or affiliates or to compel Seller or any of\nits Subsidiaries or affiliates to dispose of all or any material portion of the\nBusiness or Sale assets or the business or assets of Seller or any of its\nSubsidiaries or affiliates or (ii) seeking to require divestiture by Seller or\nany of its Subsidiaries or affiliates of any of the Business or Sale Assts.\nThere shall not be any action taken, or any statute, rule, regulation,\ninjunction, order or decree proposed, enacted, enforced, promulgated, issued or\ndeemed applicable to the sale of the Business or the Sale Assets, by any court,\ngovernment or governmental authority or agency, domestic or foreign, other than\nthe application of the waiting period provisions of the HSR Act or other\nAntitrust Law to the sale of the Business or Sale Assets, that, could, directly\nor indirectly, reasonably be expected to result in any of the consequences\nreferred to in clause (i) or (ii) above.\n\n         SECTION 7.6. CLOSING DELIVERIES. Seller shall have received from Buyer\nall of the instruments, documents and considerations described in Section 10.2,\nand the form and substance of all such deliveries shall be reasonably\nsatisfactory in all material respects to Seller.\n\n\n\n\n                                       44\n   52\n\n                                  ARTICLE VIII\n                                   TERMINATION\n\n         SECTION 8.1. TERMINATION BY MUTUAL AGREEMENT. This Agreement may be\nterminated by the mutual agreement in writing of the parties hereto at any time\nprior to the Closing.\n\n         SECTION 8.2. TERMINATION BY BUYER. Subject to the provisions of Section\n8.4, this Agreement and any obligations of Buyer hereunder may be terminated\nupon written notice of termination by Buyer at any time prior to or at the\nClosing, if (a) Seller or any of its affiliates shall have breached or failed to\nperform in any material respect any of its covenants or obligations under this\nAgreement and such breach or failure to perform cannot be or is not cured within\nforty five (45) days of notice thereof; (b) any representation or warranty of\nSeller contained in this Agreement is false or misleading in any material\nrespect and cannot be or is not cured within forty five (45) days of notice\nthereof; (c) any other material condition precedent to Buyer's performance of\nits obligations under this Agreement is not capable of being met by the latest\nof (i) February 26, 2001, (ii) ten business days after delivery to Buyer of an\naudited balance sheet of the Business as of December 31, 2000 and audited\nstatements of income and cash flows for the Business for the fiscal year ended\nDecember 31, 2000, provided that such financial statements are delivered no\nlater than March 31, 2001 or (iii) the end of the applicable cure period\ndescribed in (a) or (b) above (\"Buyer's Outside Date\"); or (d) the Transaction\nshall not have been consummated by Buyer's Outside Date.\n\n         SECTION 8.3. TERMINATION BY SELLER. Subject to the provisions of\nSection 8.4, this Agreement and any obligations of Seller hereunder may be\nterminated upon written notice of termination by Seller at any time prior to or\nat the Closing, if (a) Buyer shall have breached or failed to perform in any\nmaterial respect any of its covenants or obligations under this Agreement and\nsuch breach or failure to perform cannot be or is not cured within forty five\n(45) days of notice thereof; (b) any representation or warranty of Buyer\ncontained in this Agreement is false or misleading in any material respect and\ncannot be or is not cured within forty five (45) days of notice thereof; (c) any\nother material condition precedent to Seller's performance of its obligations\nunder this Agreement is not capable of being met by the latest of (i) February\n26, 2001, (ii) ten business days after delivery to Buyer of an audited balance\nsheet of the Business as of December 31, 2000 and audited statements of income\nand cash flows for the Business for the fiscal year ended December 31, 2000,\nprovided that such financial statements are delivered no later than March 31,\n2001 or (iii) the end of the applicable cure period described in (a) or (b)\nabove (\"Seller's Outside Date\"); or (d) the Transaction shall not have been\nconsummated by Seller's Outside Date.\n\n         SECTION 8.4. TERMINATION WITH RESPECT TO ANTITRUST MATTERS. The dates\ncontained in Section 8.2(c) and (d) and Sections 8.3 (c) and (d) shall be\nautomatically extended for such period of time as may be necessary to comply\nwith the requirements of the HSR Act or of any Antitrust Authority, or to seek\nto prevent or to vacate the entering in any judicial or administrative\nproceeding brought under any Antitrust Law of any injunction or order preventing\nor materially delaying consummation of the Transaction, but, in any event, not\nlater than the later of (i) February 26, 2001 and (ii) ten business days after\ndelivery to Buyer of an audited balance sheet of the Business as of December 31,\n2000 and audited statements of income and cash flows \n\n\n\n                                       45\n   53\n\nfor the Business for the fiscal year ended December 31, 2000, provided that such\nfinancial statements are delivered no later than March 31, 2001. This Agreement\nmay terminated at any time prior to the Closing by either Buyer or Seller by\ngiving written notice to the other party, in the event that any governmental\nauthority shall have issued an order, decree or ruling or taken any other action\nrestraining, enjoining or otherwise prohibiting the consummation of the\nTransaction and such order, decree, ruling or other action shall have become\nfinal and nonappealable; provided, however, that the right to terminate this\nAgreement pursuant to this Section 8.4 shall not be available to a party whose\nfailure to fulfill any obligation under this Agreement shall have been the cause\nof, or shall have resulted in, such order, decree, ruling or other action by\nsuch governmental authority.\n\n         SECTION 8.5. EFFECT OF TERMINATION. In the event of termination of this\nAgreement by either Seller or Buyer, as provided above, this Agreement shall\nforthwith terminate and there shall be no liability on the part of either Seller\nor Buyer or their respective officers, directors, employees, agents and\naffiliates, provided however that termination of this Agreement shall not\nrelieve any defaulting or breaching party from any liability to the other party\nhereto; and provided, further, that the obligations of the parties set forth in\nSections 4.7, 5.2(d), 9.1 and 12.4, and the liabilities and obligations of Buyer\nand Seller under Section 4.4, shall survive such termination.\n\n\n                                   ARTICLE IX\n                              ADDITIONAL AGREEMENTS\n\n         SECTION 9.1. CONFIDENTIALITY.\n\n                  (a) Seller and Buyer agree that the Confidentiality Agreements\nlisted on Schedule 9.1 between Buyer and Seller shall remain in full force and\neffect and binding upon Seller and Buyer at all times prior to the Closing Date\nin accordance with its terms and after any termination of this Agreement, and\neach agrees to comply with the terms of such agreement.\n\n                  (b) Seller will hold, and will use its reasonable best efforts\nto cause its affiliates and the respective officers, directors, employees,\naccountants, counsel, consultants, advisors and agents of Seller and its\naffiliates to hold, in confidence, except as otherwise required by law, all\nconfidential documents and information concerning the Business, except to the\nextent that such information can be shown to have been (i) previously known on a\nnonconfidential basis by Seller, (ii) in the public domain through no fault of\nSeller or its affiliates or (iii) later lawfully acquired by Seller or such\naffiliate from sources other than those related to its prior ownership of the\nBusiness. The obligation of Seller and its affiliates to hold by such\ninformation in confidence shall be satisfied if they exercise the same care with\nrespect to such information as they would take to preserve the confidentiality\nof their own similar information.\n\n         SECTION 9.2. OBLIGATIONS WITH RESPECT TO SELLER'S EMPLOYEES.\n\n                  (a) General Obligation. Buyer shall offer employment to all\nActive Employees of the Business (other than employees of members of the Stock\nGroup) effective as \n\n\n\n                                       46\n   54\n\nof the Closing Date. If an Active Employee of the Business is not actively\nemployed as of the Closing Date, Buyer may require such person to return to\nactive employment within three (3) months of the Closing Date as a condition of\nacceptance of its offer of employment. All obligations to any person who does\nnot so return to active employment (other than any person on a leave covered by\nthe Family and Medical Leave Act of 1993 or the Uniformed Services Employment\nand Reemployment Rights Act of 1994) shall be the obligation of the Seller.\nBuyer shall also provide specific employee benefit plans and arrangements as is\nprovided in this Section. For Active Employees of the Business who accept\nemployment, immediately following the Closing Date, and until April 9, 2001 for\nemployees who are \"Eligible Employees\" under the Transition Arrangements, Buyer\nshall offer or cause the members of the Stock Group to offer, employee benefit\nplans (excluding equity-based, change in control, supplemental retirement,\nexcess benefit and retiree medical plans (other than required pursuant to\ncollectively bargained agreements)) that, in the aggregate, are substantially\ncomparable to those provided pursuant to the employee benefit plans in effect on\nthe date of this Agreement. Except as explicitly set forth, this Section 9.2\ndoes not in any way obligate Buyer to provide benefits for any time other than\nimmediately following the Closing; nor does it in any way prohibit the Buyer or\nany member of the Stock Group from terminating the employment of any employee\nfollowing the Closing Date.\n\n                  (b) Union Employees. Buyer shall assume each collective\nbargaining agreement to which Seller or any of its Subsidiaries is a party, that\nrelate to employees of the Business, as of the Closing Date, and shall assume\nSeller's and its applicable Subsidiaries' obligations as of the Closing Date to\nnegotiate in good faith with respect to such collective bargaining agreements,\nif any. Buyer shall continue to observe European national master agreements\napplicable to employees of the Business.\n\n                  (c) Local Customs and Legislation. Buyer understands its\nobligations to comply with local customs and legislation relating to employment\n(including staff councils where required) and, where applicable, to negotiate\ncollective bargaining agreements.\n\n                  (d) Transition Arrangements. Buyer shall assume the Transition\nArrangements and maintain them through April 9, 2001. Except as the parties\notherwise agree, Buyer shall indemnify and hold Seller and its Subsidiaries\nharmless from and against any payments and benefits due under the Transition\nArrangements.\n\n                  (e) Defined Benefit Pension Plans. (i)Neither Buyer nor its\nsubsidiaries or affiliates shall become sponsoring employers of the BFG Pension\nPlan for Salaried Employees (\"Seller's Salaried Pension Plan\") or the BFG\nPension Plan for Wage Employees (\"Seller's Wage Pension Plan\") (collectively,\n\"Seller's U.S. Pension Plans\"). Members of the Stock Group who are participating\nemployers under the Seller's U.S. Pension Plans shall cease to be participating\nemployers under such plans as of the Closing Date. Former PM Employees who are\nparticipants in such plans shall be entitled to the payment of benefits under\nsuch plans solely in accordance with their terms and this Section 9.2(e).\n\n                           (ii) As of the Closing Date, Seller shall have caused\nall Former PM Employees to become fully vested in their accrued benefits under\nSeller's U.S. Pension Plans.\n\n\n\n                                       47\n   55\n\n                           (iii) As of the Closing, Seller shall have amended\nSeller's Salaried Pension Plan to provide that the accrued benefit of each\nFormer PM Employee shall be increased at a rate of 4% per annum, compounded\nannually, from the Closing Date until the earlier of (I) the third anniversary\nof the Closing Date, (II) the termination of employment of such Former PM\nEmployee with the Business or portion thereof (it being understood that a\ntermination does not occur by reason of a sale by Buyer or its affiliates of all\nor a portion of the Business), or (III) the date that such Former PM Employee\ncommences payment of his benefits under Seller's Salaried Pension Plan.\n\n                           Seller shall amend Seller's Salaried Pension Plan to\nprovide that Former PM Employees shall have their employment with Buyer and its\naffiliates credited for purposes of determining eligibility for an Early\nRetirement Pension, supplemental, survivor and similar benefits. In addition,\nsuch amendment shall provide that if the Business is sold to a Qualified\nSalaried Plan Successor of Buyer, Former PM Employees shall cease to have their\nemployment with Buyer and its affiliates credited for purposes of determining\neligibility for an Early Retirement Pension, supplemental, survivor and similar\nbenefits; and Former PM Employees shall have their employment with the Qualified\nSalaried Plan Successor and its affiliates credited for purposes of determining\neligibility for an Early Retirement Pension, supplemental, survivor and similar\nbenefits under Seller's Salaried Pension Plan, as long as the Qualified Salaried\nPlan Successor continues to own and operate the Business.\n\n                           For purposes of this Section 9.2(e)(iii), a\n\"Qualified Salaried Plan Successor\" of Buyer shall mean a person who (I)\nacquires all or part of the Business from the Buyer and its affiliates, (II) as\na result of such acquisition, becomes the employer of substantially all of the\nFormer PM Employees who are then employed by the Buyer and its affiliates, and\n(III) provides, during the remainder of the five year period immediately\nfollowing the Closing Date, for the Former PM Employees who are participants in\nSeller's Salaried Pension Plan, defined benefit pension plan benefits that\nsatisfy the requirements that would be imposed upon Buyer's Salaried Pension\nPlan pursuant to this Section 9.2(e), if the Former PM Employees continued to be\nemployed by the Buyer or its affiliates.\n\n                           Notwithstanding the foregoing, Seller's Salaried\nPension Plan shall provide that any Former PM Employee who is not eligible to\nretire as of the Closing Date shall not be entitled to an Early Retirement\nPension until such participant terminates employment with Buyer and all\naffiliates of Buyer (or, if applicable, any Qualified Salaried Plan Successor\nand its affiliates).\n\n                           Notwithstanding the foregoing, Seller's Salaried\nPension Plan shall provide that with respect to any Former PM Employee who has\nless than thirty (30) years of Benefit Service as of the Closing Date, Seller's\nSalaried Pension Plan shall only pay a fraction of any \"supplement\" payable\nunder Section 4.2(b)(i) of the plan. For this purpose, the term supplement shall\nmean the difference between the amount that is payable under Section 4.2(b)(i)\nof Seller's Salaried Pension Plan and the amount that subsequently becomes\npayable under Section 4.2(b)(ii) of the plan; and the fractional amount that is\nto be paid by Seller's Salaried Pension Plan shall be equal to the number of a\nFormer PM Employee's full and partial years of \n\n\n\n                                       48\n   56\n\nBenefit Service (as defined in Seller's Salaried Pension Plan) as of the Closing\nDate, divided by thirty (30).\n\n                           (iv) Following the Closing Date, for Former PM\nEmployees who are participants in Seller's Salaried Pension Plan, Buyer shall\nadopt a Buyer Pension Plan (\"Buyer's Salaried Pension Plan\"). Except as provided\nbelow in this Section 9.2(e)(iv), Buyer's Salaried Pension Plan shall mirror in\nall material respects the benefits provided under Seller's Salaried Pension Plan\nas of the Closing Date or such lesser benefits as may be provided under Seller's\nSalaried Pension Plan after the Closing Date to employees who are participants\nin Seller's Salaried Pension Plan as of the Closing Date.\n\n                           Buyer's Salaried Pension Plan shall provide two\nalternative formulas that will be used for purposes of determining the accrued\nNormal Retirement Pension of a participant under the plan: a \"Total Service\nFormula\" and a \"Future Service Formula\". Each formula shall provide for an\naccrual of benefits using the Normal Retirement Pension formula of Seller's\nSalaried Pension Plan. The Total Service Formula shall take into account (I) all\nprior service and compensation of a Former PM Employee with Seller and its\naffiliates (to the extent that such service and compensation would be credited\nunder Seller's Salaried Pension Plan) and (II) all service and compensation with\nBuyer and its affiliates, subject to an offset for the benefits provided under\nSeller's Salaried Pension Plan. The \"Future Service Formula\" shall only take\ninto account a Former PM Employee's service and compensation with Buyer and its\naffiliates. In addition, Buyer's Salaried Pension Plan shall provide that a\nFormer PM Employee's accrual of benefits under the Total Service Formula shall\ncease at such time as the Former PM Employee commences payment of benefits under\nSeller's Salaried Pension Plan before normal retirement.\n\n                           Buyer's Salaried Pension Plan shall provide that if a\nplan participant commences payment of an Early Retirement Pension under Seller's\nSalaried Pension Plan prior to the date of his retirement under Buyer's Salaried\nPension Plan, any Early Retirement Pension payable under Buyer's Salaried\nPension Plan shall not be more than a benefit which is the actuarial equivalent\nof the participant's Normal Retirement Pension under Buyer's Salaried Pension\nPlan.\n\n                           Buyer's Salaried Pension Plan shall provide that if a\nFormer PM Employee is terminated because of a Reduction in Force (as defined in\nSeller's Salaried Pension Plan), the difference between the Deferred Vested\nPension (as defined in Section 3.3 of the Seller's Salaried Pension Plan) and\nthe Special Deferred Vested Pension (as defined in Section 3.4 of Seller's\nSalaried Pension Plan) shall be paid under Buyer's Salaried Pension Plan.\n\n                           Buyer shall maintain Buyer's Salaried Pension Plan\nwith the foregoing provisions in effect until the earlier of five (5) years from\nthe Closing Date or the date that the Business is sold to a Qualified Salaried\nPlan Successor (as defined above).\n\n                           (v) As of the Closing Date, the Seller shall have\namended Seller's Wage Pension Plan to provide that the benefits payable to each\nFormer PM Employee thereunder shall be increased to reflect any scheduled\nincreases in the fixed dollar portion of the benefit formula that exist as of\nthe Closing Date (including as may be required by any Benefit Schedule\n\n\n\n                                       49\n   57\n\n(as such term is defined in the Seller's Wage Pension Plan) or by any collective\nbargaining agreement in effect at the Closing Date).\n\n                           Subject to the conditions set forth below in Section\n9.2(e)(vi), Seller shall amend Seller's Wage Pension Plan to provide that Former\nPM Employees shall have their employment with Buyer and its affiliates credited\nfor purposes of determining eligibility for an Early Retirement Pension,\nsupplemental benefits; survivor benefits and similar benefits. In addition, such\namendment shall provide that if the Business is sold to a Qualified Wage Plan\nSuccessor of Buyer, Former PM Employees shall cease to have their employment\nwith Buyer and its affiliates credited for purposes of determining eligibility\nfor an Early Retirement Pension, supplemental benefits; survivor benefits and\nsimilar benefits; and Former PM Employees shall have their employment with the\nQualified Wage Plan Successor and its affiliates credited for purposes of\ndetermining eligibility for an Early Retirement Pension, supplemental benefits;\nsurvivor benefits and similar benefits under Seller's Wage Pension Plan, as long\nas the Qualified Wage Plan Successor continues to own and operate the Business.\n\n                           For purposes of this Section 9.2(e)(v), a \"Qualified\nWage Plan Successor\" of Buyer shall mean a person who (I) acquires all or part\nof the Business from the Buyer and its affiliates, (II) as a result of such\nacquisition, becomes the employer of substantially all of the Former PM\nEmployees who are then employed by the Buyer and its affiliates, and (III)\nprovides, during the remainder of the five year period immediately following the\nClosing Date, for the Former PM Employees who are participants in Seller's Wage\nPension Plan, defined benefit pension plan benefits that satisfy the\nrequirements that would be imposed upon Buyer's Wage Pension Plan pursuant to\nthis Section 9.2(e), if the Former PM Employees continued to be employed by the\nBuyer.\n\n                           Notwithstanding the foregoing, Seller's Wage Pension\nPlan shall provide that with respect to any Former PM Employee who does not have\nthe requisite service to be entitled to a supplemental pension benefit as of the\nClosing Date, Seller's Wage Pension Plan shall only pay a fraction of any such\nsupplement that becomes payable under the plan. For this purpose, the fractional\namount that is to be paid by Seller's Wage Pension Plan shall be equal to the\nnumber of a Former PM Employee's full and partial years of service as of the\nClosing Date, divided by the number of years of service needed to qualify for\nthe supplement.\n\n                           Notwithstanding the foregoing, Seller's Wage Pension\nPlan shall be amended to provide that any Former PM Employee who is not eligible\nto retire as of the Closing Date shall not be entitled to an Early Retirement\nPension until such participant terminates employment with Buyer and all\naffiliates of Buyer (or, if applicable, any Qualified Wage Plan Successor and\nits affiliates).\n\n                           Notwithstanding the foregoing, on and after the\nClosing Date, Seller's Wage Pension Plan shall not provide for the payment of\nany Plant Closure benefit under Section 3.6 of Seller's Wage Pension Plan (and\nany Benefit Schedule related thereto) or any Lump Sum benefit under Section 3.5\nof Seller's Wage Pension Plan (and any Benefit Schedule related thereto),\nwhether on account of disability, plant closure, layoff or otherwise.\nAccordingly, in the case of any such Plant Closure by Buyer and its affiliates,\nany Qualified Wage Plan Successor\n\n\n\n                                       50\n   58\n\nand its affiliates, or any other employer of the Former PM Employees, or in the\ncase of the payment of a Lump Sum benefit under Buyer's Wage Pension Plan, the\nobligations of Seller's Wage Pension Plan shall be limited solely to the payment\nof Early Retirement Pensions and other benefits as is otherwise provided under\nthe terms of Seller's Wage Pension Plan (modified as otherwise provided above)\non account of the Former PM Employee's Severance from Service Date (as defined\nin Seller's Wage Pension Plan).\n\n                           (vi) As a condition precedent to Seller amending\nSeller's Wage Pension Plan as provided above in Section 9.2(e)(v) for any group\nof Former PM Employees who are represented by a collective bargaining\nrepresentative, Buyer shall obtain a written agreement of the bargaining unit\nrepresentative for such Former PM Employees that Buyer shall maintain a Buyer\nPension Plan (\"Buyer's Wage Pension Plan\") that meets all of the requirements of\nsubparagraphs (A), (B) and (C) below, at least for the five year period\nfollowing the Closing Date. To the extent that Buyer cannot satisfy such\ncondition precedent with respect to any group of Former PM Employees, Seller\nshall not be obligated to amend Seller's Wage Pension Plan as provided above for\nsuch group of Former PM Employees.\n\n                                    (A) Buyer's Wage Pension Plan shall mirror\nin all material respects the benefits provided under Seller's Wage Pension Plan\nas of the Closing Date, except as provided below in subparagraphs (B) and (C).\n\n                                    (B) Buyer's Wage Pension Plan shall provide\ntwo alternative formulas for the accrual of benefits thereunder: a \"Total\nService Formula\" and a \"Future Service Formula\". The Total Service Formula shall\ntake into account (I) all prior service of a Former PM Employee with Seller and\nits affiliates (to the extent that such service would be credited under Seller's\nWage Pension Plan) and (II) all service with Buyer and its affiliates, subject\nto an offset for the benefits provided under Seller's Wage Pension Plan. The\n\"Future Service Formula\" shall only take into account a Former PM Employee's\nservice with Buyer and its affiliates. In addition, Buyer's Wage Pension Plan\nshall provide that a Former PM Employee's accrual of benefits under the Total\nService Formula shall cease at such time as the Former PM Employee commences\npayment of benefits under Seller's Wage Pension Plan before normal retirement.\n\n                                    (C) Buyer's Wage Pension Plan shall provide\nthat if a plan participant commences payment of an Early Retirement Pension\nunder Seller's Wage Pension Plan prior to the date of his retirement under\nBuyer's Wage Pension Plan, any Early Retirement Pension payable under Buyer's\nWage Pension Plan shall not be more than a benefit which is the actuarial\nequivalent of the participant's normal retirement pension under Buyer's Wage\nPension Plan.\n\n                           (vii) Buyer shall provide a written report to Seller\nfor each month that contains the name and termination date of any Former PM\nEmployee whose employment with Buyer has terminated during the preceding month.\nIf Buyer sells the Business or any portion of the Business to an entity that is\nintended to be a Qualified Salaried Plan Successor or Qualified Wage Plan\nSuccessor of Buyer, it shall contractually require the successor to provide\nmonthly reports as described above. Buyer shall indemnify Seller from any\nliability or expense incurred by Seller or Seller's U.S. Pension Plans as a\nresult of the failure of Buyer or a successor owner of any portion of the\nBusiness to provide such monthly reports. Seller shall provide reports to\n\n\n\n                                       51\n   59\n\nBuyer (and to any Qualified Salaried Plan Successor and Qualified Wage Plan\nSuccessor) of benefits accrued under Seller's U.S. Pension Plans and other\ninformation that is needed for Buyer (and any such successors) to administer its\npension plans as provided herein. Seller shall indemnify Buyer for a failure to\nprovide such information.\n\n                           (viii) Seller shall indemnify and hold harmless the\nBuyer and its subsidiaries from and against any Losses which may occur in\nconnection with Seller's U.S. Pension Plans.\n\n\n                  (f) Defined Contribution Pension Plans.\n\n                           (i) Neither Buyer nor its subsidiaries or affiliates\nshall become sponsoring employers under the Seller's Retirement Plus Savings\nPlan or Seller's Retirement Plus Savings Plan for Wage Employees (collectively,\n\"Seller's Investment Plans\"). As of the Closing, Seller shall have caused all\nFormer PM Employees to become fully vested in their accrued benefits under the\nSeller's Investment Plans. As soon as practicable after the Closing Date, Buyer\nshall establish and maintain or cause to be established and maintained, a\ndefined contribution plan (the \"Buyer's Investment Plan\") to provide benefits to\nthe Former PM Employees who, on the Closing Date, are participants (\"Investment\nPlan Participants\") in the Seller's Investment Plans. The Buyer's Investment\nPlan shall provide the Investment Plan Participants credit for service with\nSeller and its affiliates and their respective predecessors prior to the Closing\nDate for all purposes of such plan.\n\n                           (ii) As soon as practicable after the Closing Date,\nSeller shall cause the trustee of the Seller's Investment Plans to transfer to\nthe trust forming a part of the Buyer's Investment Plan in kind assets and\/or\ncash as agreed to by Seller and Buyer (or with respect to participant loans\ngranted prior to the Closing Date, if any, such loans and any promissory notes\nor other documents evidencing such loans), in an amount equal to the account\nbalances of Investment Plan Participants as of the date immediately preceding\nthe date (the \"Transfer Date\") of transfer (the \"Account Balances\"); provided,\nhowever, that Seller may cause the transfer of shares of its common stock which\nare held under Seller's Investment Plans by Investment Plan Participants as of\nthe Transfer Date. Notwithstanding the foregoing, the Account Balances shall not\nbe transferred until such time as Buyer receives a representation from Seller\nthat, as of the Transfer Date, Seller's Investment Plans have been determined to\nbe \"qualified\" within the meaning of Section 401(a) of the Code by the Internal\nRevenue Service, and are so qualified, and each related trust is exempt from\ntaxation under Section 501 (a) of the Code.\n\n                           (iii) On or before the Closing Date, Seller shall\ncause all Investment Plan Participants to be fully vested in their Account\nBalances.\n\n                           (iv) Prior to the Transfer Date, the Seller shall\ncause employer matching contributions for Former PM Employees to be made under\nthe Seller Investment Plan for the period up to and including the Closing Date;\nand in no event shall such amounts be recorded as a liability on the Closing\nBalance Sheet for purposes of Section 1.9(c) and its Associated Working Capital\nAdjustment.\n\n\n\n                                       52\n   60\n\n                  (g) Collectively Bargained Retiree Welfare Plans. With respect\nto Active Employees of the Business who are located in the United States and\nbecome employees of Buyer, Buyer shall assume all of Seller's obligations to\nprovide benefits under Collectively Bargained Retiree Welfare Plans; and Buyer\nshall indemnify and hold Seller and its Subsidiaries harmless from and against\nany Losses with respect to any such liability. Buyer shall provide such benefits\nto such employees pursuant to the terms of an Employee Welfare Benefit Plan of\nBuyer. Seller shall retain all other liabilities of its Collectively Bargained\nRetiree Welfare Plans.\n\n                  (h) Other Employee Welfare Benefit Plans. Buyer shall not\nassume any Employee Welfare Benefit Plans of Seller. Thus, Former PM Employees\nshall cease participation in such Plans as of the Closing Date. Buyer and Seller\nacknowledge and agree that (i) Seller shall be responsible for all liabilities\nand obligations for medical, dental, health and life insurance benefits pursuant\nto the terms of its and its Subsidiaries plans with respect to any claims\nincurred by Former PM Employees and their dependents on or before the Closing\nDate, whether or not reported as of the Closing Date, and (ii) Buyer shall be\nresponsible for all liabilities and obligations for medical, dental, health and\nlife insurance benefits pursuant to the terms of its Welfare Benefit Plans with\nrespect to any claims incurred by Former PM Employees and their dependents after\nthe Closing Date. For purposes of this Section 9.2(h), a claim shall be deemed\nto have been incurred upon the incurrence by a Former PM Employee or dependent\nof a qualified expense for which reimbursement or payment is sought.\n\n                  Following the Closing, Seller shall provide retiree medical\nand\/or life insurance benefits under any Employee Welfare Benefit Plan of Seller\n(other than a Collectively Bargained Retiree Welfare Plan) to any Former PM\nEmployee who would have satisfied the eligibility requirements (as such\neligibility requirements existed on November 1, 2000) for such benefits if such\nFormer PM Employee's service with the Business or any portion thereof during the\nperiod beginning on the Closing Date and ending on December 31, 2002 were\nservice with the Seller. Seller shall indemnify and hold harmless the Buyer and\nits Subsidiaries from and against any Losses which may occur in connection with\nSeller's obligations to provide benefits as set forth above.\n\n                  (i) Management Incentive and Other Similar Plans. Seller shall\npay all amounts that are required to be paid to employees of the Business prior\nto the Closing Date under (i) Seller's Management Incentive Plan, and (ii)\nSeller's or its affiliates' sales incentive, gain-sharing or similar programs.\nBuyer shall pay all amounts which are accrued on the Closing Balance Sheet and\nrequired to be paid on or after the Closing Date to Former PM Employees under\n(i) Seller's Management Incentive Plan, and (ii) Seller's or its affiliates'\nsales incentive, gain-sharing or similar program. Prior to the Closing Date,\nSeller shall cause such plans to be maintained and administered on behalf of\nFormer PM Employees on the same terms as exist on the date hereof. Buyer and\nSeller shall hold harmless each other with respect to their respective\nobligations under this Section 9.2(i).\n\n                  (j) Enforceability. This Section 9.2 shall survive\nconsummation of the Transaction, is intended to benefit Seller and its\nSubsidiaries and Buyer and its subsidiaries or affiliates, and shall be binding\non Buyer and Seller, their successors and assigns. No one shall be\n\n\n\n                                       53\n   61\n\nconsidered a third party beneficiary of this Section 9.2 (or any related\nprovisions of this Agreement). Accordingly, no one other than the parties to\nthis Agreement shall have the right to enforce the provisions of this Section\n9.2 (or any related provisions of this Agreement) or to maintain any other legal\nor equitable action of any kind with respect to such provisions.\n\n                  (k) Obligations. Within 30 days of the Closing Date (or if\nlater, when due), Buyer shall (i) pay all salaries, sales commissions and\nconsulting fees accrued in the ordinary course of business but not yet payable\nas of the Closing Date to any current or former employees or agents of the\nBusiness for services rendered during periods prior to the Closing Date, (ii)\npay all accrued payroll taxes and\/or withholding taxes with respect to such\npayments, and (iii) undertake all payroll processing and tax reporting\nobligations with respect to such payments.\n\n                  (l) Obligation to Provide Benefits. Except as expressly\nprovided in this Subsection 9.2, nothing in this Agreement shall (i) require\nBuyer or any of its affiliates to continue the employment of any Former PM\nEmployee after the Closing Date, (ii) to establish or continue any particular\nemployee benefit plan, practice, program or policy for any particular period of\ntime after the Closing Date or (iii) prohibit or in any way limit Buyer's\nability to amend or terminate any such plan, practice, program or policy. Buyer\nand its affiliates shall not assume any obligation to Former PM Employees that\nis not expressly provided for herein. Except as set forth in Section 9.2(g),\nnothing in this Agreement shall require Buyer or any of its affiliates to\nprovide retiree medical benefits. Buyer shall have no obligation to employees of\nSeller or its Subsidiaries other than the Former PM Employees, whether or not\nsuch employees received salary continuation or other payments or benefits under\nany plan or policy of Seller.\n\n                  (m) Communications. Prior to the Closing Date, Seller shall\nmake no communications to employees of Seller or its affiliates regarding\nbenefits to be provided to employees of the Business after the Closing Date\nwithout the prior written consent of Buyer, which consent shall not be\nunreasonably withheld.\n\n                  (n) Treatment of Excess Benefit Plans. Seller shall take all\nactions reasonably requested by Buyer and consented to by a participant in any\nSeller nonqualified deferred compensation plan to cause all or a portion of such\nparticipant's account balance to be assumed by Buyer prior to the Closing Date,\nand in connection with any such assumption Seller shall simultaneously transfer\nto Buyer an amount of cash equal to the amount of the liability so assumed.\n\n         SECTION 9.3. CERTAIN COSTS. In connection with consummating the\nTransaction, Buyer and Seller shall each pay for one-half of the costs of any\ntitle insurance and surveys with respect to the Owned Real Property or Leased\nReal Property, and shall each pay for one-half of the costs of any real estate\nrecording fees, title insurance premium, exam and endorsement fees and other\nsimilar fees contemplated hereby or incurred as a result of the Transaction.\nBuyer and Seller shall each pay for one-half of the costs when due, and each\nshall comply with all relevant formalities relating to, any conveyance,\ntransfer, sales, use, stamp, registration, notarial, recording and other similar\ntaxes and fees, including any penalties and interest, arising out of or in\nconnection with the transfer of the Sale Assets to Buyer, including, without\nlimitation, real estate transfer Taxes and sales Taxes on vehicles or\nwatercraft. Buyer's and Seller's \n\n\n\n                                       54\n   62\n\nresponsibility for such taxes and fees shall also include responsibility for\ntransfer taxes that arise as an indirect result of the transactions contemplated\nhereby including, without limitation, real estate transfer taxes that are\nimposed on the transfer of an equity interest in an entity that owns real\nestate. Buyer and Seller shall each file, or cause to be filed, all Tax Returns\nthat relate to any of the foregoing transfer or similar taxes that they are\nrequired to file. In addition, notwithstanding the agreement that each party\nshall pay one-half of all costs associated with such taxes, if either Buyer or\nSeller fails to comply with its obligations hereunder, such party shall bear any\ninterest, penalties, or additions to tax that become payable as a result of such\nfailure, and shall indemnify the other party against any such incremental\nexpense.\n\n         SECTION 9.4. OPTION TO PURCHASE EMD BUSINESS. Buyer shall have the\nright and option to purchase the EMD Business at the Closing for cash at the\nClosing Date in the amount of Thirty Million Dollars ($30,000,000), provided\nthat Buyer gives written notice of such intention to purchase the EMD business\non or before December 31, 2000. In the event that Buyer fails to provide notice\nof its intention to purchase the EMD Business on or prior to December 31, 2000,\nBuyer's right and option to the EMD Business shall terminate and be of no force\nor effect. In the event Buyer exercises the option to purchase the EMD Business\npursuant to this Section 9.4, the term \"Business\" shall include the EMD Business\nfor all purposes under this Agreement, and no force or effect shall be given to\nSections 1.2(l), 1.9(i), 9.17, 10.1(s), 10.2(j) or Exhibit F of this Agreement.\n\n         SECTION 9.5. TITLE TO REAL PROPERTY. Seller has provided, or will\nprovide promptly upon completion and prior to Closing, surveys of each of the\nOwned Real Property identified as such on Schedule 9.5 and title commitments for\neach of the Owned Real Property identified as such on Schedule 9.5, subject to\nBuyer's obligation to pay its portion of the costs specified in Section 9.3.\n\n         SECTION 9.6. PRODUCT LIABILITY CLAIMS. Seller shall assume\nresponsibility for, and indemnify Buyer against, any Liabilities relating to\nproduct warranty or product liability or product defect claims, including\ndefective material, design or manufacturing claims or product recalls or product\ndefects which are (i) made after the Closing Date, but prior to the ten year\nanniversary of the Closing Date, (ii) relate to products of the Business\nmanufactured, sold or delivered by Seller or its Subsidiaries prior to or on the\nClosing Date and (iii) exceed Two Million Dollars ($2,000,000) \"per occurrence\",\nit being agreed and understood that Seller shall assume Liability for, and\nindemnify Buyer against, all Liabilities relating to any claims, recalls or\ndefects described in this sentence, and not only with respect to that portion of\nthe Liability in excess of Two Million Dollars ($2,000,000). For purpose of this\nSection 9.6, \"an occurrence\" means any claim or series of claims which are\nattributable to the same event, condition, cause, product defect, hazard or\nnegligent act. Seller shall retain all Liabilities with respect to products\ndescribed in Section 1.4(h).\n\n         SECTION 9.7. BULK TRANSFER LAWS. Buyer hereby waives compliance by\nSeller with the provisions of any so-called \"bulk transfer law\" (including those\napplicable to Taxes) of any jurisdiction in connection with the Transaction. In\naccordance with the terms of Section 11.1, Seller agrees to indemnify and hold\nharmless Buyer from and against any and all Losses (as defined in Section 11.1)\nthat may be asserted by third parties against Buyer as a result of noncompliance\nwith any such bulk transfer law.\n\n\n\n                                       55\n   63\n\n         SECTION 9.8. NAME CHANGES OF STOCK GROUP SUBSIDIARIES.\n\n                  (a) No later than three (3) months after the Closing Date,\nBuyer shall amend the certificates of incorporation, bylaws and other\norganizational documents of the Subsidiaries that are a part of the Stock Group\nto exclude any reference to \"B.F. Goodrich,\" \"Goodrich\" and \"BFG\" alone or in\ncombination with any other words or terms or variation of such words or terms.\nExcept as provided in (b), no later than three (3) months after the Closing\nDate, Buyer shall cease doing business under or utilizing as a trademark or\nservice mark, or any of the foregoing names;\n\n                  (b) In connection with the same, Buyer shall remove or cover,\nor shall have caused to be removed or covered, within a period of nine (9)\nmonths after the Closing Date, (i) the trademarks and\/or trade names \"B.F.\nGoodrich,\" \"Goodrich\" or \"BFG,\" or any derivative of such name or mark, and (ii)\nany other marks belonging to Seller or its Subsidiaries, not included in the\nSale Assets that in the case of clause (ii) Buyer knows, or has received written\nnotice from Seller, that such marks belong to Seller or its Subsidiaries, from\nlabels, containers, signs, panels, flags, brochures, manuals, literature, real\nproperty signage, vehicles and other material or matter (regardless of medium)\nincluded in the Sale Assets.\n\n                  (c) Notwithstanding anything to the contrary contained in this\nSection 9.8, Buyer shall have an additional period of three (3) months to comply\nwith the requirements of Sections 9.8(a) and (b) above, but only with respect to\nthose items that cannot reasonably, after diligent efforts, be accomplished\nwithin the initial periods described in Section 9.8(a) and (b) because of the\ninaction or delay by a governmental authority.\n\n         SECTION 9.9. PROVISION OF TRANSITION SERVICES. Buyer and Seller agree\nto execute a transition services agreement in the form reasonably agreed to by\nBuyer and Seller with respect to the provision of transition services reasonably\nrequested by Buyer from and after the Closing Date. Buyer shall pay the lesser\nof (i) the cost being allocated to the Business at the Closing Date (adjusted as\nnecessary to convert annualized costs to daily or monthly costs) and (ii) the\ncost Buyer would pay in an arms length transaction with a third party for any\nsuch service.\n\n         SECTION 9.10. FURTHER ASSURANCES.\n\n                  (a) From and after the Closing, upon reasonable request of\nSeller or Buyer, the other party shall do such further acts as may be reasonably\nnecessary or appropriate to carry out the transactions contemplated by this\nAgreement, including, without limitation, obtaining consents from any third\nparty. Notwithstanding the foregoing, from and after the Closing, upon\nreasonable request of Buyer, Seller shall do, execute, acknowledge and deliver,\nand shall cause its affiliates to do, execute, acknowledge and deliver, all such\nfurther acts, assurances, deeds, assignments, transfers, conveyances, powers of\nattorney and other instruments and papers (including duly executed foreign\npatent assignments and foreign trademark assignments) as may be reasonably\nrequired to sell, assign, transfer, convey and deliver to and vest in Buyer\nownership of all the Sale Assets intended to be sold, assigned, transferred,\nconveyed and delivered pursuant to, and consistent with the terms of, this\nAgreement. The fees and expenses \n\n\n\n                                       56\n   64\n\nof the parties incurred pursuant to this Section 9.10 shall be allocated in a\nmanner consistent with Section 9.3.\n\n                  (b) Each party recognizes that the other party may need\nfinancial or other data with respect to the Sale Assets and the Business\ncovering several fiscal periods prior to or after the Closing Date in order to\ncomply with the rules and regulations of the United States Securities and\nExchange Commission, courts or other governmental organizations and agencies.\nThe parties shall render reasonable cooperation to each other and their auditors\nto provide such information. The party requesting assistance shall bear all\nreasonable out-of-pocket costs and expenses incurred by such assisting party\n(excluding salaries and wages and related costs of benefits of its employees)\nand such assistance shall be subject to compliance by the requesting party with\nthe assisting party's usual requirements regarding security and confidential\ntreatment of information and shall not unreasonably interfere with the conduct\nof its business. No party shall be liable to any other party for any such\ninformation or data given, or for the accuracy or completeness thereof.\n\n                  (c) On and after the Closing, Seller will afford promptly to\nBuyer and its agents reasonable access to its books of account, financial and\nother records (including, without limitation, accountant's work papers),\ninformation, employees and auditors to the extent reasonably necessary or useful\nfor Buyer in connection with any audit, investigation, dispute or litigation or\nany other reasonable business purpose relating to the Business; provided that\nany such access by Buyer shall not unreasonably interfere with the conduct of\nthe business of Seller.\n\n                  (d) From and after the Closing, Buyer shall provide the\nservices identified on Schedule 9.10(d) to the extent and in the manner\ncurrently being provided by Seller as of the date hereof with costs allocated as\nset forth thereon. Buyer shall provide such other services as may be necessary\nto support the Defined Remediation Projects that are reasonably available\nthrough Buyer (\"Additional Requested Services\"), provided that Buyer shall only\nbe obligated to provide such Additional Requested Services and the services\nreflected in the third column of Schedule 9.10(d) to the extent that Buyer\nreceives reimbursement therefor from a third party or Seller. Reimbursement of\nBuyer under this Section 9.10(d) shall be limited to the out-of-pocket cash\ncosts incurred by Buyer in providing such services. Buyer shall assume and\ncomplete all obligations of Seller relating to the Defined Remediation Projects\narising from and after the tenth (10th) anniversary of Closing, except to the\nextent that Seller has indemnity obligations to Buyer under Section 11.3(d)\nremaining after the tenth (10th) anniversary of Closing. \"Out of pocket cash\ncosts\" as used in this Section 9.10 shall include, without limitation, (i) costs\nrelating to or arising out of any bond, letter of credit or similar instrument\nposted, issued or granted by or on behalf of Buyer or its Affiliates, and (ii)\nall amounts drawn under such bond, letter of credit or similar instrument,\nprovided it is understood and agreed that, with respect to amounts drawn under\nsuch bond, letter of credit or similar instrument after Seller's obligations to\nreimburse Buyer under this Section 9.10(d) terminates, Seller shall remain\nliable to reimburse Buyer only for amounts drawn to satisfy obligations that\nrelate specifically to the period during which Seller was responsible to\nreimburse Buyer hereunder.\n\n\n\n                                       57\n   65\n\n         SECTION 9.11. ACCOUNTING AND OTHER ASSISTANCE.\n\n                  (a) Following the Closing, Buyer shall assist Seller in the\ncompletion of the accounting of the Business for the calendar month or part\nthereof (or both) preceding the Closing and in connection therewith shall use\nall reasonable efforts to assist Seller and its Subsidiaries in the completion\nof the accounting of the relevant month's transactions.\n\n                  (b) From time to time, as may be reasonably required, in\nconnection with claims or actions brought by or against third parties based upon\nevents or circumstances of the Business occurring prior to the Closing Date,\nduly authorized representatives of Seller and its Subsidiaries shall, upon\nreasonable prior notice to Buyer and at Seller's cost and expense, have access\nto the Sale Assets during normal business hours at mutually agreed upon times,\nprovided that the operations and business of such Sale Assets are not adversely\naffected thereby. In addition to the rights of access provided in this Section\n9.11, Buyer shall, at the request of Seller, provide reasonable information or\ndocuments (or reasonable assistance in collecting such information or documents)\nin Buyer's possession necessary for the prosecution or defense of such claims or\nactions at mutually agreed upon times and will use reasonable efforts to make\nBuyer's employees available as witnesses in connection with such claims or\nactions when reasonably requested by Seller provided that such access shall not\nunreasonably interfere with the conduct of the business of Buyer. Seller shall\nreimburse Buyer for all reasonable out-of pocket costs and expenses incurred by\nBuyer (excluding salaries and wages and related costs of benefits of its\nemployees) in providing such assistance.\n\n                  (c) Subject to Seller's customary records retention policy,\nSeller shall, upon Buyer's reasonable request, use reasonable efforts to make\navailable to Buyer information relating to the Business or the Sale Assets\ncontained in Seller's and its Subsidiaries' business records which are Excluded\nAssets, for the period beginning three (3) years prior to the Closing Date, to\nthe extent such records are in Seller's or its Subsidiaries' possession or\ncontrol.\n\n                  (d) In the event that, after the Closing Date, Seller or Buyer\nshall require the participation of officers and employees employed by the other\nto aid in the defense or settlement of litigation or claims by third parties,\nand so long as there exists no conflict of interest between the parties, Seller\nand Buyer shall use reasonable efforts to make such officers and employees\navailable to participate in such defense, provided that (except as provided in\nArticle XI), the party requiring the participation of such officers or employees\nshall pay all reasonable out-of-pocket costs, charges and expenses arising from\nsuch participation.\n\n                  (e) All records relating to the Sale Assets transferred by\nSeller to Buyer shall be maintained by Buyer for such period as may be required\nby law or three (3) years, whichever is greater. Buyer shall afford Seller (at\nits expense), reasonable access to any and all such records that are in its\npossession during normal business hours upon reasonable advance request by\nSeller for access.\n\n\n\n                                       58\n   66\n\n         SECTION 9.12. POST-CLOSING TAX MATTERS.\n\n                  (a)(i) Seller shall indemnify the Buyer and its affiliates,\nincluding the members of the Stock Group, and hold them harmless from and\nagainst, without duplication, any loss, claim, liability, expense, or other\ndamage attributable to (x) all Taxes (or the non-payment thereof) of the members\nof the Stock Group for all Pre-Closing Tax Periods (and, for the avoidance of\ndoubt, (i) any degrouping charge imposed under United Kingdom tax law related to\nBF Goodrich Chemicals LTD, (ii) any stamp taxes payable with respect to\ndocuments that are material to the business of any member of the Stock Group or\nthe Business and which were executed in a Pre-Closing Tax Period, and (iii) any\nTaxes (or liability of Seller pursuant to Section 8.1 of the Limited Liability\nCompany Agreement between Seller and Cymetech, LLC) that may arise in the event\nof any termination (pursuant to Section 708 of the Code) of Cymetech, LLC as a\npartnership, to the extent such termination is the result of any action on or\nprior to the Closing, including the transactions contemplated by this Agreement,\nshall be treated as a Tax arising in a Pre-Closing Tax Period), (y) any and all\nTaxes of any member of an affiliated, consolidated, combined or unitary group,\nincluding any fiscal unity, of which any member of the Stock Group (or any\npredecessor of the foregoing) is or was a member on or prior to the Closing\nDate, including pursuant to Treasury Regulations Section 1.1502-6 or any\nanalogous or similar state, local or foreign law or regulation and (z) any and\nall Taxes of any Person imposed on any member of the Stock Group as a transferee\nor successor, by contract or pursuant to any law, rule or regulation; provided,\nhowever, that in the case of clauses (x) and (z) above, Seller shall be liable\nonly to the extent provided in Section 9.12(a)(ii) below.\n\n                     (ii) Seller's liability for Taxes pursuant to clauses (x)\nand (z) of Sections 9.12(a)(i), 9.12(c)(i), 9.12(c)(ii)(A), and 9.12(c)(v)(A)\nshall in all cases be limited to the amount of such Taxes that exceeds the\namount accrued for such Taxes on the Closing Working Capital Statement\n(including amounts specified as \"accrued income taxes payable,\" \"accrued\nnon-income taxes payable,\" or accruals for Taxes contained within other current\npayables, but excluding amounts specified as \"deferred tax assets,\" \"deferred\ntax,\" or \"deferred tax liabilities\"). In the event (x) the amount accrued for\nany Tax on the Closing Working Capital Statement exceeds the amount required to\nbe paid with respect to such Tax at the time the relevant Tax Return is filed,\nand (y) Seller is required (at any time) to make any payment in connection with\nits liability for any other Taxes pursuant to clauses (x) and (z) of Sections\n9.12(a)(i), 9.12(c)(i), 9.12(c)(ii)(A), and 9.12(c)(v)(A), Seller shall be\npermitted to reduce (but not below zero) the amount of such required payment by\nthe amount of the excess accrual referred to in clause (x). In the event Seller\nhas previously made one or more such required payments, and no offset is\navailable under clause (y), Buyer shall be obligated to refund to Seller the\namount of the over-accrual referred to in clause (x) but in no event shall Buyer\nbe obligated to refund to Seller any amount in excess of the aggregate required\npayments previously made by Seller pursuant to clauses (x) and (z) of Sections\n9.12(a)(i), 9.12(c)(i), 9.12(c)(ii)(A), and 9.12(c)(v)(A). Buyer and Seller\nagree that for purposes of determining the amount of any accruals for Taxes on\nthe Closing Working Capital Statement, to the extent Buyer, any affiliate of\nBuyer, or any member of the Stock Group makes a payment of Taxes subsequent to\nthe Closing Date, and such payment relates to Taxes for which an accrual was\nestablished on the Closing Working Capital Statement, such payment will be\ndeemed to reduce such accrual for \n\n\n\n                                       59\n   67\n\npurposes of determining Seller's liability therefor in the event of a future\nredetermination of such Tax.\n\n                     (iii) Buyer and Seller agree that, notwithstanding the\nprovisions of Section 9.12(a)(ii), with respect to any member of the Stock Group\nthat is not a member of the Tax Group, the amount of any indemnity required to\nbe paid hereunder shall not be reduced by any accrual on the Closing Working\nCapital Statement and that Seller's liability shall be limited to the product of\n(x) the amount of the indemnity otherwise required to be paid and (y) the\npercentage of equity in such entity acquired in the Purchase.\n\n                  (b) Buyer agrees that it will not make any election under\nSection 338 of the Code (whether under Section 338(g) of the Code or under\nSection 338(h)(10) of the Code), or any comparable election under state or local\nlaw, with respect to the acquisition of BF Goodrich FCC, Inc. With respect to\nother members of the Stock Group, Buyer and Seller shall make elections under\nSection 338(h)(10) of the Code (and any comparable provisions of state and local\nlaw) as Buyer and Seller shall mutually agree upon, and Buyer may make elections\nunder Section 338(g) of the Code (and any comparable provisions of state and\nlocal law), as it deems appropriate; provided, however, that if Buyer makes an\nelection under Section 338(g) with respect to any member of the Stock Group\nincorporated under the laws of a country other than the United States, and as a\nresult of a change in law occurring after the date hereof, such election creates\na Tax liability for Seller in the country in which such entity was incorporated,\nBuyer shall indemnify Seller against such Tax liability, reduced by any tax\nbenefit realized by Seller (including a reduction in Taxes associated with the\nsale of stock of such member of the Stock Group that would have been payable,\nabsent such election).\n\n                  (c) The following provisions shall govern the allocation of\nresponsibility as between Buyer and Seller for certain tax matters following the\nClosing Date:\n\n                           (i) Taxable Periods Ending on or Before the Closing\nDate. Seller shall prepare or cause to be prepared and shall timely file or\ncause to be timely filed all Tax Returns that are required to be filed for the\nStock Group for all Taxable Periods ending on or prior to the Closing Date,\nprovided that, with respect to any such Tax Returns to be filed after the\nClosing Date, Seller shall prepare or cause to be prepared and Buyer shall file\nor cause to be filed such Tax Return. All such Tax Returns shall be prepared in\na manner consistent with prior practice of the relevant member of the Stock\nGroup. Seller shall pay, or cause to be paid, all Taxes due with respect to such\ntaxable periods, provided that with respect to any such Tax Returns to be filed\nafter the Closing Date, Buyer shall pay or cause to be paid all such Taxes, and\nSeller shall reimburse Buyer for Taxes of such Subsidiaries with respect to such\nperiods within fifteen (15) days after payment by Buyer of such Taxes, in each\ncase to the extent provided in Section 9.12(a)(ii).\n\n                           (ii) Taxable Periods Beginning Before and Ending\nAfter the Closing Date.\n\n                                    (A) Buyer shall prepare or cause to be\nprepared and file or cause to be filed any Tax Returns of the Stock Group that\nare required to be filed for Taxable Periods which begin before the Closing Date\nand end after the Closing Date. Buyer shall \n\n\n\n                                       60\n   68\n\nprovide to Seller copies of all such Returns at least twenty (20) calendar days\nbefore such Returns are required to be filed, taking into account all\nextensions, for Seller's approval, which approval shall not be unreasonably\nwithheld. Seller shall notify Buyer of any proposed revisions that relate to the\nPre-Closing Portion (as defined below) of such Returns within fifteen (15)\ncalendar days after receipt of such Returns from Buyer. Buyer and Seller agree\nto attempt to resolve in good faith any dispute concerning the reporting of any\nitem on such Return. In the event Buyer and Seller are unable to resolve such\ndispute, Buyer shall determine the final form of such Return without prejudice\nto Seller's right to dispute the amount of the Pre-Closing Portion of such Tax,\nand Buyer and Seller shall select an independent public accounting firm to\ndetermine such amount, and agree that the decision of such firm shall be binding\nand conclusive on both Buyer and Seller. If Seller does not dispute the amount\nof the Pre-Closing Portion of any Tax, based on the amount shown to be due on\nany Tax Return prepared pursuant to this paragraph (A), it shall pay that\namount. If Seller does dispute the amount of the Pre-Closing Portion of any Tax,\nand such dispute is not resolved prior to the time that the Tax is required to\nbe paid, Seller shall pay the undisputed portion of such Tax to the Buyer. In\neither case, such amount shall be paid by Seller to Buyer within fifteen (15)\ncalendar days after the date on which Taxes are paid with respect to such\nperiods. In the event that any dispute regarding the Pre-Closing Portion of such\nTaxes is resolved following the date on which Taxes are paid with respect to\nsuch period, and Seller's liability, as so determined, exceeds the amount\npreviously paid by Seller hereunder, Seller shall make an additional payment\nequal to such excess, together with interest thereon at the Applicable Rate.\nNotwithstanding the foregoing, any payment by Seller pursuant to this paragraph\n9.12(c)(ii)(A) shall be required only to the extent provided in Section\n9.12(a)(ii).\n\n                                    (B) For purposes of this Section 9.12, in\nthe case of any Taxes for a Taxable Period that includes (but does not end on)\nthe Closing Date, the portion of such Tax that relates to the portion of such\nTaxable Period ending on the Closing Date (the \"Pre-Closing Portion\") shall be\ndetermined as follows:\n\n                                             (I) In the case of any Income Tax,\nthe Pre-Closing Portion of such Tax shall be deemed equal to the amount that\nwould be payable if the relevant Taxable Period ended at the close of business\non the Closing Date (and for such purpose, the taxable period of any partnership\nor other pass-through entity in which any member of the Stock Group holds a\nbeneficial interest shall be deemed to terminate at such time).\n\n                                             (II) Real and personal property\nTaxes shall be prorated based on the ratio of (x) the number of days in the\nrelevant taxable period up to and including the Closing Date to (y) the actual\nnumber of days in the relevant taxable period with respect to which such Tax is\ndue. Sales and use taxes shall be deemed to accrue as property is purchased,\nsold, used, or transferred. All other taxes (other than those specified in\nclause (I)) shall accrue in accordance with generally accepted accounting\nprinciples in the United States.\n\n                                    (C) All determinations necessary to give\neffect to the foregoing allocations shall be made in a manner consistent with\nprior practice of the relevant Stock Subsidiary or Equity Subsidiary.\n\n\n\n                                       61\n   69\n\n                           (iii) Refunds and Credits. Any Tax refunds and any\namounts credited against Tax that are actually realized by or with respect to\nmembers of the Stock Group that relate to Pre-Closing Tax Periods (other than as\nare attributable to Tax Assets of the Stock Group arising after the Closing\nDate) shall be for the account of Seller, and Buyer shall pay over to Seller the\nnet amount of any such refund or credit within fifteen (15) days after receipt\nor entitlement thereto, to the extent that such amount exceeds the amount of any\nasset reflected on the Closing Working Capital Statement that is (I) related to\nTaxes and (II) directly associated with such Tax refund or credit (excluding any\ndeferred tax asset).\n\n                           (iv) Tax Assets\n\n                                    (A) Buyer may, at its option, cause any\nmember of the Stock Group to elect, where permitted by applicable law, to carry\nforward any Tax Asset arising in a Post-Closing Tax Period that would, absent\nsuch election, be carried back to a Pre-Closing Tax Period in which such member\nwas included in a consolidated, combined or unitary Tax return filed by Seller\nor any of its Affiliates.\n\n                                    (B) Seller agrees that the net amount of any\nfederal, state, local or foreign Tax benefit actually realized by any member of\nthe Stock Group, Seller or any of its affiliates in any Pre-Closing Tax Period\nfrom the carryback of any Tax Asset of any member of the Stock Group arising in\na Post-Closing Tax Period shall be for the benefit of Buyer. Any such benefit\nrealized by any member of the Stock Group shall be retained by it, and any such\nbenefit realized by Seller (or its affiliates) shall be promptly paid over to\nBuyer. Buyer agrees to repay Seller any amount paid by Seller to Buyer pursuant\nto this paragraph (B) to the extent that the carryback with respect to such\npayment is subsequently disallowed by the relevant taxing authority, following\nreceipt from Seller of reasonable written explanation of the nature of such\ndisallowance and appropriate documentation, to the extent available, provided\nthat Seller shall not be required to disclose to Buyer any portion of any Tax\nReturn.\n\n                                    (C) Seller agrees to file, or cause its\naffiliates to file, Tax Returns (including amended Returns and claims for Tax\nrefunds) reflecting the benefits to which it is entitled from the carrybacks\ndescribed in this Section 9.12(c)(iv).\n\n                           (v) Audits and Adjustments.\n\n                                    (A) Seller will conduct and control all Tax\naudits of Tax Returns relating to the Tax Group for all periods ending on or\nprior to the Closing Date, provided, however, that to the extent that the\nsettlement of an issue raised in such an audit could Materially affect the\nliability for Taxes of Buyer or its affiliates (including members of the Stock\nGroup), Seller shall not settle such issue without the consent of Buyer, which\nshall not be unreasonably withheld. In the event Buyer withholds its consent to\nany final settlement relating to such issue, the Buyer may continue or initiate\nfurther proceedings, at its own expense, and the Tax liability of the Seller\nwith respect to such issue shall not exceed the Tax liability that would have\nresulted from the proposed final settlement (including for the avoidance of\ndoubt, interest, additions to tax and penalties that have accrued at that time),\nand the Buyer shall indemnify the Seller for any such excess that relates to\nsuch issue. Seller shall keep Buyer informed of the \n\n\n\n                                       62\n   70\n\nprogress of any such Tax audits. Seller shall be responsible for the payment of\nany deficiency resulting from such audit to the extent provided in Section\n9.12(a)(ii).\n\n                                    (B) If any adjustments shall be made to any\nfederal or foreign Income Tax Returns relating to Seller, any Stock Selling\nSubsidiary, or any member of the Tax Group for any Pre-Closing Tax Period as a\nresult of or in settlement of any audit, other administrative proceeding or\njudicial proceeding or as the result of the filing of an amended return to\nreflect the consequences of any determination made in connection with any such\naudit or proceeding and if such adjustment results in (I) any deduction from\nincome taken by Seller (or any Stock Selling Subsidiary) or any member of the\nTax Group for (or related to) Pre-Closing Tax Periods being disallowed or the\nincome for tax purposes of Seller (or any Stock Selling Subsidiary) or any\nmember of the Tax Group otherwise being increased for such period and (II) Buyer\n(or any member of the Tax Group) realizing either Material increased deductions\nor a Material reduction in gross income for or in periods ending on or prior to\nDecember 31, 2002 as a direct result of such action, then Buyer shall reimburse\nSeller for the net amount of Tax benefits actually realized by Buyer (or any\nmember of the Tax Group) during such periods. Such sum shall be paid to Seller\nwithin thirty (30) days of the filing of the Tax Return on which such Tax\nbenefit is reflected. Seller agrees to repay to Buyer any amount paid by Buyer\nto Seller pursuant to this paragraph (B) to the extent that Buyer (or any member\nof the Tax Group) later determines that it did not actually realize the related\ntax benefit, following receipt from Buyer of reasonable written explanation of\nthe nature of such loss of tax benefit and appropriate documentation, to the\nextent available, provided that Buyer shall not be required to disclose to\nSeller any portion of any Tax Return.\n\n                           (vi) Cooperation on Tax Matters.\n\n                                    (A) Buyer, each member of the Stock Group,\nSeller and each Stock Selling Subsidiary and Asset Subsidiary shall provide the\nother with such material and relevant information, as and to the extent\nreasonably requested by the other party, in connection with the filing of Tax\nReturns pursuant to this Section and any audit, litigation or other proceeding\nwith respect to Taxes imposed on Buyer, Seller, any Subsidiary or any entity\naffiliated with any of the foregoing. Such cooperation shall include the\nretention and (upon the other party's request, at the other party's cost and\nexpense and at the time and place mutually agreed upon by the parties) the\nprovision of records and information which are reasonably relevant to any such\naudit, litigation or other proceeding and making employees available on a\nmutually convenient basis to provide additional information and explanation of\nany material provided hereunder, to the extent such information and\/or\nexplanation is readily available and within the control of the party to which\nsuch request is made. The responsibility to retain records and information shall\ninclude the responsibility to (I) retain such records and information as are\nrequired to be retained by any applicable Tax authority and (II) retain such\nrecords and information in machine-readable format where appropriate (to the\nextent such records and information are in such format as of the Closing Date)\nsuch that the requesting party shall be able to readily access such records and\ninformation. Each of the members of the Stock Group, Buyer, Seller, and each\nStock Selling Subsidiary and Asset Subsidiary agree (A) to retain all books and\nrecords with respect to Tax matters pertinent to each of the members of the\nStock Group, relating to any Taxable Period beginning before the Closing Date\nuntil the expiration of the statute of limitations (and, to the extent notified\nby Buyer or Seller, any extensions \n\n\n\n                                       63\n   71\n\nthereof) of the respective Taxable Periods, or longer as required by law, and to\nabide by all record retention arrangements entered into with any taxing\nauthority, and (B) to give the other party reasonable written notice prior to\ntransferring, destroying or discarding any such books and records and, if the\nother party so requests, any of the members of the Stock Group, or Seller, and\neach Stock Selling Subsidiary and Asset Subsidiary as the case may be, shall\nallow the other party to take possession of such books and records at its sole\ncost and expense. The requesting party shall reimburse the other party for any\nreasonable out-of-pocket expenses, or costs of making employees available, upon\nreceipt of reasonable documentation of such expenses or costs; provided that,\nBuyer shall not be required to reimburse Seller for employee expenses associated\nwith preparation of Tax Returns for periods that begin before and end after the\nClosing Date. Any information or explanation obtained pursuant to this Section\n9.12 shall be maintained in confidence, except (i) as may be legally required in\nconnection with claims for refund or in conducting or defending any Tax audit or\nother proceeding or (ii) to the extent the disclosing party provides written\npermission for such disclosure.\n\n                                    (B) Buyer, Seller, and each Stock Selling\nSubsidiary and Asset Subsidiary further agree, upon request, to use their\nreasonable efforts to obtain any consents, rulings, certificates or other\ndocuments from any governmental authority or any other Person as may be\nnecessary to mitigate, reduce or eliminate any Tax that could be imposed\n(including, but not limited to, the transactions contemplated hereby).\n\n                                    (C) Buyer and Seller further agree, upon\nrequest, to provide the other party with all information that either party may\nbe required to report pursuant to Section 6043 of the Code and all Treasury\nRegulations promulgated thereunder.\n\n                           (vii) Tax Sharing Agreements. All tax sharing\nagreements or similar agreements with respect to or involving any member of the\nStock Group shall be terminated as of the Closing Date and, after the Closing\nDate, no member of the Stock Group shall be bound thereby or have any liability\nthereunder.\n\n                           (viii) Buyer Covenants and Indemnity. Buyer shall\npay, or cause to be paid, and Buyer and the members of the Stock Group shall\nindemnify Seller and its affiliates against and hold them harmless from any\nliability for, (i) Taxes arising from any sale or other disposition of assets\nout of the ordinary course of business by any member of the Stock Group after\nthe Closing on the Closing Date (but for the avoidance of doubt, not including\nany deemed asset sale under Section 338 made pursuant to Section 9.12(b)) and\n(ii) any increase in Taxes payable by Seller pursuant to Sections 9.12(c)(i) or\n(ii) to the extent such increase is caused by Buyer's failure to timely prepare\nor file any Tax Return it is required to prepare or file thereunder.\n\n                           (ix) Absence of Tax Control. The foregoing provisions\nof this Section 9.12(c) shall not apply, as necessary, in any instance where\nSeller, immediately prior to the Closing, or Buyer, immediately following the\nClosing, does not have direct or indirect control over the relevant tax affairs\nof the appropriate member of the Stock Group.\n\n\n\n                                       64\n   72\n\n                  (d) It is the intention of the Seller and the Buyer that, in\nrelation to value added tax, the provisions of Articles of 5(8) and 6(5) of the\nSixth Directive of the Council of the European Communities of 17 May 1977\n(77\/388\/EEC) shall, subject to and in accordance with the applicable laws of any\nmember state of the European Union, apply to the transfer by Seller or any Asset\nSubsidiary of Sale Assets to Buyer and accordingly:\n\n                           (i) Buyer, Seller, and each Asset Subsidiary shall\nuse all reasonable efforts to ensure that the transfer of the Sale Assets\nsatisfies all conditions that are required to be satisfied pursuant to relevant\nvalue added tax law such that the transfer of Sale Assets to Buyer constitutes\nneither a supply of goods nor a supply of services for value added tax purposes;\nto the extent that unavailability of relief is due to a failure on the part of\neither Buyer or Seller, such party shall pay to the other party an amount equal\nto all interest, fines, charges and penalties that become payable but that would\nnot have become payable but for such failure;\n\n                           (ii) Seller, each Asset Subsidiary, and Buyer shall\ncooperate together to the extent reasonable to do all such things as may be\nnecessary to ensure that the transfer of the Sale Assets pursuant to this\nAgreement is treated as neither a supply of goods nor a supply of services for\nthe purposes of value added tax and shall each give notice of the transfer to\nthe relevant taxing authorities as required by law;\n\n                           (iii) If, notwithstanding paragraphs (i) and (ii)\nabove, a taxing authority determines that value added tax is chargeable in\nrespect of the sale of any of the Sale Assets pursuant to this Agreement, then\nthe Seller shall immediately notify the Buyer of such determination and Buyer\nshall, against delivery of a valid tax invoice in respect thereof, pay the\nappropriate amount of value added tax in addition to the consideration otherwise\nprovided under this Agreement to be paid, such value added tax to be paid to\nSeller at Closing or, if the relevant tax invoice is not delivered at Closing,\nwithin fifteen business days of the delivery of such invoice, but such payment\nshall be without prejudice to the right of the Buyer under this Agreement to\ncall upon the Seller to make or join an appeal against the aforesaid\ndetermination subject to the provisions of clause (v) below.\n\n                           (iv) Where the applicable value added tax laws of the\nrelevant member state require the value added tax records to be preserved by\nSeller or any Asset Subsidiary following Closing, the Seller shall on the\nClosing Date deliver to Buyer such records and Buyer shall ensure that such\nrecords are preserved in the form, and for the period, required by the\napplicable value added tax laws and shall ensure that Seller or the applicable\nAsset Subsidiary is given such access as may be reasonably required to make any\nreturn for value added tax purposes or to reply to any inquiries from any tax\nauthorities relating to value added tax.\n\n                           (v) The Buyer at its sole discretion (but after\nconsultation with the Seller) may, within ten days of notification by the Seller\nof a determination having been made by a taxing authority, dispute that\ndetermination or request the Seller to dispute or join with the Buyer or any\nother person in disputing that determination, including the making of a formal\nappeal to the Value Added Tax Tribunal (or similar court or tribunal) and such\nhigher court of law as may subsequently be required to reach a decision on the\ndispute. Seller shall promptly comply with any reasonable request hereunder but\nshall not be obligated to take action under this \n\n\n\n                                       65\n   73\n\nclause unless the Buyer shall indemnify Seller against all costs and expenses so\nincurred, including payment of any Tax required to maintain such dispute.\n\n                  (e) Except to the extent such treatment is inconsistent with\nother provisions of this Agreement (including but not limited to Section\n11.6(f)), and except as otherwise required by law, any payments made pursuant to\nthe provisions of this Agreement (other than the payment of the Purchase Price)\nshall be treated by both Buyer and Seller for income tax purposes as an\nadjustment to the Purchase Price.\n\n                  (f) Seller agrees to take all reasonable efforts, and to take\nall necessary steps, to reinstate Kalama Foreign Sales Corporation as a\ncorporation in good standing under the laws of Guam, provided that Seller shall\nnot be required to spend more than $10,000 in satisfaction of its obligations\nhereunder.\n\n         SECTION 9.13. NONCOMPETITION. Seller agrees, for a period of five (5)\nyears beginning on the Closing Date, that, it will not engage or permit any of\nits affiliates to engage, directly or indirectly, anywhere in the world, in\ncompetition with Buyer, in the Business as conducted as of the Closing Date (the\n\"Prohibited Activities\"). Notwithstanding the preceding sentence, Seller or its\naffiliates may (i) acquire (by merger or otherwise) any business (an \"Acquired\nBusiness\") that includes a business which is then engaged in one or more of the\nProhibited Activities (such portion of the Acquired Business which is then\nengaged in one or more of the Prohibited Activities, being a \"Competitive\nBusiness\") if the acquisition of the Competitive Business is incidental to the\nmerger or acquisition of the Acquired Business and the Competitive Business\nrepresents less than thirty percent (30%) of the aggregate sales revenues of the\nentire Acquired Business for the twelve (12) calendar months immediately\npreceding the closing of the acquisition of the Acquired Business. Seller or its\naffiliates, as applicable, shall within twenty four months (24) from the date of\nthe closing of the Acquired Business, sell, exchange or transfer the Competitive\nBusiness and during such twenty-four (24) month time period, neither Seller nor\nits affiliates shall use the name \"B.F. Goodrich\", \"Goodrich\" or \"BFG\" or any\nderivative of such name in any material commercial context in connection with\nthe Competitive Business, (ii) acquire for pension or other passive investment\npurposes an equity position of less than ten percent (10%) of the voting\ninterest of a third party who engages in one or more of the Prohibited\nActivities or (iii) make investments through or for any pension or benefit plan\nof Seller or its affiliates in the ordinary course of business.\n\n         Seller also agrees, for a period of two (2) years beginning on the\nClosing Date, that, it will not directly or indirectly, solicit or attempt to\nsolicit, cause or induce, or attempt to cause or induce, any employee of the\nBusiness as of the Closing who remains, and is at that time, an employee of the\nBusiness to violate the term of such Person's employment agreement, if any, or\nto terminate such Person's employment.\n\n         If any provision contained in this Section shall for any reason be held\ninvalid, illegal or unenforceable in any respect, such invalidity, illegality or\nunenforceability shall not affect any other provisions of this Section, but this\nSection shall be construed as if such invalid, illegal or unenforceable\nprovision had never been contained herein. It is the intention of the parties\nthat if any of the restrictions or covenants contained herein is held to cover a\ngeographic area or to be for a length of time which is not permitted by\napplicable law, or in any way construed to be too \n\n\n\n                                       66\n   74\n\nbroad or to any extent invalid, such provision shall not be construed to be\nnull, void and of no effect, but to the extent such provision would be valid or\nenforceable under applicable law, a court of competent jurisdiction shall\nconstrue and interpret or reform this Section to provide for a covenant having\nthe maximum enforceable geographic area, time period and other provisions (not\ngreater than those contained herein) as shall be valid and enforceable under\nsuch applicable law. Seller acknowledges that Buyer would be irreparably harmed\nby any breach of this Section and that there would be no adequate remedy at law\nor in damages to compensate Buyer for any such breach. Seller agrees that Buyer\nshall be entitled to injunctive relief requiring specific performance by Seller\nof this Section, and Seller consents to the entry thereof.\n\n         SECTION 9.14. DIRECTORS' AND OFFICERS' INSURANCE. For a period of six\n(6) years from the Closing Date, Buyer agrees to maintain run-off directors' and\nofficers' liability insurance policies for the past and current officers and\ndirectors of the Subsidiaries that are part of the Stock Group, provided that\nany such insurance shall cover claims which arise, in whole or in part, from\nfacts or circumstances which occurred prior to Closing, with limits of not less\nthan $25,000,000, provided, further that in no event shall Buyer be required to\nexpend more than $125,000 to maintain coverage. Seller further agrees not to\namend the Certificate of Incorporation, Bylaws or other organizational documents\nof such Subsidiaries to reduce or eliminate the level of indemnification\nprovided by such Subsidiaries to the past and current officers and directors of\nsuch Subsidiaries.\n\n         SECTION 9.15. OPERATING CASH. Seller agrees to cause there to be cash\nin the Business at Closing held in accounts reasonably designated in writing by\nBuyer no later than five (5) days prior to the Closing and located in the United\nStates or Belgium in the amount of not less than Five Million Dollars\n($5,000,000).\n\n         SECTION 9.16. AEROSPACE LEASE. Buyer and Seller agree to execute a\nLease Agreement in the form reasonably agreed to by Buyer and Seller (\"Aerospace\nLease Agreement\") for the lease to Seller of certain space in the Brecksville,\nOhio facility described in Exhibit E and containing those terms set forth in\nExhibit E.\n\n         SECTION 9.17. EMD LEASE. Buyer and Seller agree to execute a Lease\nAgreement in the form reasonably agreed to by Buyer and Seller (\"EMD Lease\nAgreement\") for the lease to Seller of certain space in the Brecksville, Ohio\nfacility described in Exhibit F and containing those terms set forth in Exhibit\nF.\n\n         SECTION 9.18. SUBLICENSE OF LEMELSON LICENSE. Buyer and Seller agree to\nexecute a sublicense in the form reasonably agreed by Buyer and Seller as\nanticipated by Paragraph 11 of that certain Supplier Agreement between the\nLemelson Medical, Education and Research Foundation and Seller with an effective\ndate of December 31, 1999, conveying to Buyer from and after the Closing all\nbenefits and rights related to the Business that Seller is entitled to confer to\nBuyer pursuant to such supplier agreement (provided that in no event shall\nSeller be required to pay additional licensing fees or other fees on behalf of\nBuyer).\n\n\n\n\n                                       67\n   75\n\n                                    ARTICLE X\n                               CLOSING DELIVERIES\n\n         SECTION 10.1. DELIVERIES TO BUYER AT THE CLOSING. At the Closing and\nsimultaneously with the deliveries to Seller specified in Section 10.2, Seller\nshall execute and\/or deliver, or cause to be executed and\/or delivered, to Buyer\nor to such Persons or entities as Buyer shall identify in writing, the following\nitems:\n\n                  (a) A copy of all resolutions adopted by the Board of\nDirectors of Seller and its Subsidiaries that are affiliates authorizing the\nexecution and delivery of this Agreement and the consummation of the\nTransaction, together with a certificate, duly executed by the Secretary or\nAssistant Secretary of Seller, stating that such copies are true, complete and\ncorrect, and that the resolutions have been duly adopted by the Seller's or such\nSubsidiaries' Board of Directors, and have not been amended since adoption, and\nremain in full force and effect.\n\n                  (b) The certificates of an officer of Seller described in each\nof Sections 6.1 and 6.2.\n\n                  (c) Certificates of Title for any cars or titled vehicles that\nare part of the Other Tangible Property Acquired by Asset Purchase, transferring\nsuch cars and titled vehicles to Buyer.\n\n                  (d) Bills of sale transferring the Inventory and Supplies\nAcquired by Asset Purchase, the Other Tangible Property Acquired by Asset\nPurchase and the Intangibles Acquired by Asset Purchase that can be transferred\nby bill of sale, to Buyer free and clear of any Encumbrances other than\nPermitted Encumbrances.\n\n                  (e) The Transition Services Agreement.\n\n                  (f) An instrument or instruments of assignment assigning the\nReceivables Acquired by Asset Purchase, the Contracts Assigned by Asset\nPurchase, other Intangibles Acquired by Asset Purchase and the Assigned Prepaid\nExpenses Acquired by Asset Purchase to Buyer free and clear of any Encumbrances\nother than Permitted Encumbrances.\n\n                  (g) Limited warranty deeds or bargain and sale deeds in the\nform reasonably satisfactory to counsel for Buyer and counsel for Seller duly\nexecuted by the record owner of the Real Property Acquired by Asset Purchase\nconveying the good, marketable and insurable title to the fee simple estate in\nthe Real Property Acquired by Asset Purchase to Buyer.\n\n                  (h) A certificate of the Secretary or Assistant Secretary of\nSeller (with exhibits) in a form reasonably satisfactory to Buyer, and such\nother organizational documents as Buyer shall reasonably require.\n\n                  (i) A certificate of valid existence and good standing of\nSeller and each of the Subsidiaries that are a part of the Stock Group issued\nnot earlier than twenty (20) days prior to the Closing Date.\n\n\n\n                                       68\n   76\n\n                  (j) Certificate certifying to Buyer the incumbency of the\nofficers of Seller and its Subsidiaries that are affiliates, and bearing the\nauthentic signatures of all such officers who have executed this Agreement or\nagreements contemplated hereby.\n\n                  (k) The resignation of those directors and officers of the\nmembers of the Stock Group that Buyer, with reasonable notice to Seller prior to\nClosing, requests (provided, however, that with respect to directors and\nofficers of any members of the Stock Group that are not wholly owned, Seller\nshall be required to deliver resignations of only those directors and officers\nappointed and\/or controlled directly or indirectly by Seller).\n\n                  (l) Delivery of the bylaws, minute books, stock record books,\nand all similar corporate or organizational records of the Subsidiaries that are\npart of the Stock Group other than those Subsidiaries not controlled directly or\nindirectly by Seller.\n\n                  (m) A receipt, executed by Seller, acknowledging receipt of\npayment for the Stock and the other Sale Assets.\n\n                  (n) Certificates evidencing all of the Stock duly endorsed by\nand in proper form for transfer to Buyer or accompanied by duly executed stock\npowers, evidencing all of the Stock.\n\n                  (o) The Material Consents described in Section 6.4 herein.\n\n                  (p) Such other and further instruments, documents and other\nconsiderations as Buyer may reasonably deem necessary or desirable, or as may be\nrequired, to consummate the Transaction.\n\n                  (q) With respect to each Seller, either (i) an affidavit of\nnon-foreign status conforming to the model certification in Section\n1.1445-2(b)(2) of the Treasury Regulations or (ii) a statement conforming to the\nrequirements of Section 1.1445-2(c)(3) of the Treasury Regulations that provides\nthat each interest that such Seller is selling pursuant to this Agreement is not\na \"United States real property interest\", as applicable.\n\n                  (r) The Aerospace Lease Agreement.\n\n                  (s) The EMD Lease Agreement.\n\n         SECTION 10.2. DELIVERIES TO SELLER AT THE CLOSING. At the Closing, and\nsimultaneously with the deliveries to Buyer specified in Section 10.1, Buyer\nshall execute and\/or deliver, or cause to be executed and\/or delivered, to\nSeller or to such persons or entities as Seller shall identify in writing, the\nfollowing items:\n\n                  (a) A copy of all resolutions adopted by the Board of\nDirectors of Buyer and shareholders of Buyer, if appropriate or required,\nauthorizing the execution and delivery of this Agreement and the consummation of\nthe Transaction, together with a certificate, duly executed by the Secretary or\nAssistant Secretary of Buyer, stating that such copy is true, complete and\n\n\n\n                                       69\n   77\n\ncorrect, and that the resolutions have been duly adopted by Buyers' Board of\nDirectors, have not been amended since adoption, and remain in full force and\neffect.\n\n                  (b) The certificate of an officer of Buyer described in each\nof Sections 7.1 and 7.2.\n\n                  (c) The Purchase Price, calculated as of the Closing Date as\nprovided elsewhere herein, which shall be paid in accordance with Section 1.6.\n\n                  (d) The Transition Services Agreement.\n\n                  (e) An Agreement in form and substance mutually satisfactory\nto the parties, pursuant to which Buyer shall assume and agree to pay, perform\nand discharge as and when due all Assumed Liabilities (other than Assumed\nLiabilities assumed by Buyer by other instrument provided herein) (\"Assumption\nAgreement\").\n\n                  (f) A certificate of the Assistant Secretary or Secretary of\nBuyer (with exhibits) in a form reasonably satisfactory to Seller and such other\norganizational documents as Seller shall reasonably require.\n\n                  (g) A receipt, executed by Buyer, acknowledging receipt of\ncertificates evidencing all of the Stock.\n\n                  (h) Such other and further instruments, documents and other\nconsiderations as Seller may reasonably deem necessary or desirable, or as may\nbe required, to consummate the Transaction.\n\n                  (i) The Aerospace Lease Agreement.\n\n                  (j) The EMD Lease Agreement.\n\n         SECTION 10.3. THIRD-PARTY CONSENTS. To the extent that Seller's or its\nSubsidiaries' rights under any agreement, contract, commitment, lease, Permits\nor other Asset to be assigned to Buyer under this Agreement may not be assigned\nwithout the consent of another Person which has not been obtained as of the\nClosing Date (other than the Material Consents), this Agreement shall not\nconstitute an agreement to assign the same if an attempted assignment would\nconstitute a breach thereof or be unlawful. Seller shall use commercially\nreasonable efforts to obtain consents to the assignment to Buyer by such other\nPersons of all such agreements where in the opinion of Buyer's counsel such\nconsent is required or advisable. If any such consent shall not be obtained or\nif any attempted assignment would be ineffective or would impair Buyer's rights\nunder the Sale Asset in question such that Buyer would not in effect acquire the\nbenefit of all such rights, then, to the maximum extent permitted by law, the\nparties hereto agree to cooperate with the other in any reasonable alternative\narrangement (including, without limitation, subcontracting, sublicensing,\nsubleasing and delegation of performance), which will give Buyer the full\nbenefits of such Sale Assets. If Buyer requests that Seller enforce rights under\nany such contract and such enforcement entails the filing by Seller of a suit or\nother legal proceeding, \n\n\n\n                                       70\n   78\n\nBuyer will reimburse Seller for any reasonable costs Seller incurs as a result\nof Buyer's request and hold Seller harmless from and against any liability\narising from the action requested by Buyer except for liabilities for which\nBuyer is indemnified by Seller elsewhere herein.\n\n                                   ARTICLE XI\n                                 INDEMNIFICATION\n\n         SECTION 11.1. INDEMNIFICATION BY SELLER. Seller shall indemnify, defend\nand hold harmless Buyer, its successors and assigns, and its officers,\ndirectors, employees, agents and affiliates (\"Buyer's Indemnified Persons\"),\nfrom and against any and all losses, liabilities, damages, costs and expenses\n(including, without limitation, reasonable attorneys' fees) (collectively,\n\"Losses\"), arising out of, based upon or relating to:\n\n                  (a) any misrepresentation in or breach of any representation\nor warranty made by Seller in this Agreement (or any section of the Disclosure\nSchedule);\n\n                  (b) the nonfulfillment of or failure to perform any covenant\nor other obligation of Seller or any of its Subsidiaries or affiliates, set\nforth in this Agreement;\n\n                  (c) any Excluded Liabilities;\n\n                  (d) any violation of the so called \"bulk transfer laws\"\ndescribed in Section 9.7;\n\n                  (e) enforcement of this Section 11.1;\n\n                  (f) the Reorganization (provided that Seller's indemnification\nfor such Reorganization is limited to Losses with respect to periods or portions\nof periods which end on or before the Closing Date arising as a direct result of\nsuch Reorganization); or\n\n                  (g) any of the Subsidiaries (including members of the Stock\nGroup) being jointly and\/or severally liable, on, before or after the Closing,\nunder Code Sections 412, 4971 or 4980B, or ERISA Section 302, or Sections 601\nthrough 609 or Title IV of ERISA, by reason of being considered to have been an\nERISA Affiliate with the Seller or any of Seller's ERISA Affiliates.\n\n         SECTION 11.2. INDEMNIFICATION BY BUYER. Buyer shall indemnify, defend\nand hold harmless Seller and its Subsidiaries and their respective successors,\nassigns, officers, directors, employees, agents and affiliates, from and against\nany and all Losses arising out of, based upon or relating to:\n\n                  (a) any misrepresentation in or breach of any representation\nor warranty made by Buyer in this Agreement;\n\n                  (b) the nonfulfillment or failure to perform of any covenant\nor other obligation of the Buyer set forth in this Agreement;\n\n\n\n                                       71\n   79\n\n                  (c) any Assumed Liabilities;\n\n                  (d) enforcement of this Section 11.2; or\n\n                  (e) any liability for Buyer's failure to meet obligations to\nemployees under Section 9.2 of this Agreement.\n\n         SECTION 11.3. INDEMNITY AND COST SHARING WITH RESPECT TO ENVIRONMENTAL\nCOSTS.\n\n                  (a) This Section 11.3, together with Sections 4.7(d) and\n9.10(d), exclusively govern the allocation of Environmental Costs between Buyer\nand Seller as such costs relate to the Owned Real Property, the Leased Real\nProperty and the ownership and operation of the Business. Buyer and Seller each\nrelease and discharge each other from any and all claims or defenses that either\nmight now or hereafter have under any Environmental Laws (including without\nlimitation the Comprehensive Environmental Response, Compensation and Liability\nAct of 1980, as amended, 42 U.S.C. ss.ss.9601, et seq.) relating to the Business\nor the Sale Assets or the assets of any member of the Stock Group.\n\n                  (b) Buyer shall defend, indemnify and hold harmless Seller and\nits Subsidiaries from and against all Environmental Costs relating to the Owned\nReal Property, the Leased Real Property and ownership or operation of the\nBusiness to the extent that such Environmental Costs arise from the ownership or\noperation of the Business from and after Closing (it being understood that such\nEnvironmental Costs do not include Environmental Costs indemnified by Seller\nunder this Section 11.3 or that are the responsibility of Seller under Sections\n4.7(d) or 9.10(d)).\n\n                  (c) (i) Seller shall defend, indemnify and hold harmless Buyer\nIndemnified Persons from and against (A) all fines or penalties imposed by\ngovernmental entities under Environmental Laws relating to ownership or\noperation of the Business or relating to the operation of any member of the\nStock Group, in each case, on or before the Closing; and (B) all Environmental\nCosts relating to or arising from (I) any location other than Owned Real\nProperty or Leased Real Property, including without limitation any off-site\nlocation used by or in connection with the ownership or operation of the\nBusiness or by or on behalf of any member of the Stock Group on or prior to the\nClosing (including, without limitation, the use, storage, transportation or\narranging for transportation, disposal of or arranging for disposal of, Release\nor threatened Release of any Hazardous Material to or at any such third-party or\noffsite location), (II) any divested or former entity, business, facility or\nproperty of Seller, any Asset Subsidiary or any member of the Stock Group, or\nany of their respective affiliates including in each case, predecessors of any\nof the foregoing whether formerly related to the Business or otherwise, and\n(III) the facilities identified on Schedule 11.3(c); in each case without\nlimitation as to time or amount; and\n\n                           (ii) (A) Seller shall have the right to control the\ndefense and resolution of all matters subject to indemnification pursuant to\nSection 11.3(c)(i); (B) if Buyer and Seller are both named as defendants in a\nmatter subject to indemnity under this Section 11.3(c)(i) and,\n\n\n\n                                       72\n   80\n\nif there would be a Conflict of Interest for a counsel and\/or consultant to\nrepresent both Buyer and Seller in connection with such matter, then Seller\nshall bear the costs and expenses of separate counsel and\/or consultant of Buyer\nin connection with such matter; (C) with respect to any such matter in which\nBuyer is named as a party or that would unreasonably interfere with Buyer's\noperation of the Business or Buyer's use of the Owned Real Property, Leased Real\nProperty or Sale Assets, (I) no compromise or settlement in response to such\nmatters may be reached by Seller without Buyer's written consent (which shall\nnot be unreasonably withheld or delayed), and (II) Seller shall provide Buyer\nwith reasonable advance notice of, and an opportunity to comment on, any planned\nactivities and any documents proposed to be submitted to governmental entities\nor other third parties, and an opportunity for Buyer to participate in any\nmeetings or material negotiations with any third party (excluding counsel,\nconsultants or other experts retained by Seller).\n\n                 (d) (i) Schedule 11.3(d) sets forth a list of environmental\nremediation projects (the \"Defined Remediation Projects\") at the Charlotte, NC,\nCincinnati, OH, Louisville, KY and Kalama, WA facilities. Subject to the terms\nof this Section 11.3(d), Seller shall be responsible for and shall defend,\nindemnify and hold harmless Buyer Indemnified Persons from and against all\nout-of-pocket cash Environmental Costs (including capital costs) relating to or\narising from the Defined Remediation Projects. Any Environmental Costs that do\nnot relate to or arise from the Defined Remediation Projects shall not be\nsubject to this Section 11.3(d).\n\n                           (ii) (A) Buyer shall have the right to control the\nDefined Remediation Projects, subject to the rights of any third party\nindemnitor (including such indemnitor's rights, if any, to control the Defined\nRemediation Projects), and Seller shall have the right to control the defense\nand resolution of any third party claims asserted or threatened in connection\nwith or arising from a Defined Remediation Project subject to this Section\n11.3(d), unless in Buyer's reasonable judgment the defense or resolution of such\nthird party claim would unreasonably interfere with Buyer's operation of the\nBusiness or Buyer's use of the Owned Real Property, the Leased Real Property or\nthe Sale Assets, in which case Buyer shall have the right to control the defense\nand resolution of such third party claim; (B) if Buyer and Seller are both named\nas defendants in a matter subject to indemnity under this Section 11.3(d) and\nthere would be a Conflict of Interest for a counsel and\/or consultant to\nrepresent both Buyer and Seller in connection with such matter, then Seller\nshall bear the costs and expenses of separate counsel and\/or consultant of Buyer\nin connection with such matter; (C) no compromise or settlement may be reached\nby the party controlling a Defined Remediation Project (or any related\nthird-party claim) without the non-controlling party's written consent (which\nshall not be unreasonably withheld or delayed); (D) the party controlling a\nDefined Remediation Project (or any related third-party claim) shall provide the\nnon-controlling party with reasonable advance notice of, and an opportunity to\ncomment on, any planned activities and any documents proposed to be submitted to\ngovernmental entities or other third parties, and an opportunity for the\nnon-controlling party to participate in any meetings or material negotiations\nwith any third party (excluding counsel, consultants or other experts retained\nby the controlling party); and (E) Seller's consent and participation rights set\nforth in Subsections 11.3(d)(ii)(C) and (D) above shall not survive the\ntermination of Seller's indemnification obligations under this Section 11.3(d)\nas set forth in Section 11.3(d)(iii).\n\n\n\n                                       73\n   81\n\n                           (iii) Seller's obligations under this Section 11.3(d)\nshall terminate on the tenth (10th) anniversary of the Closing, except with\nrespect to any claims relating to or arising from a Defined Remediation Project\nthat are asserted by a third party on or before the tenth (10th) anniversary of\nClosing which shall survive until their final resolution. Buyer shall assume and\ncomplete all obligations of Seller relating to the Defined Remediation Projects\narising from and after the tenth (10th) anniversary of Closing, except to the\nextent that Seller has indemnity obligations to Buyer under Section 11.3(d)\nremaining after the tenth (10th) anniversary of Closing.\n\n                           (iv) Notwithstanding the foregoing, Buyer shall be\nresponsible for providing the services identified on Schedule 9.10(d) in\naccordance with Section 9.10(d).\n\n                           (v) In connection with the Defined Remediation\nProject at Cincinnati, Ohio, in the event that, as a result of an act by or on\nbehalf of Buyer after Closing, an Environmental Cost that had theretofore been\npaid or provided for by a third party in connection with an indemnification\nobligation for the benefit of the Business under an agreement existing on the\ndate hereof is no longer paid or provided for by such third party, such\nEnvironmental Cost shall be borne by Buyer.\n\n                  (e) (i) Except for the matters covered in Subsections\n11.3(e)(ii), 11.3(e)(iii) and 11.3(e)(iv) below, Seller shall be responsible for\nand shall defend, indemnify and hold harmless Buyer Indemnified Persons from and\nagainst 50% of any out-of-pocket cash Environmental Costs (including capital\ncosts) resulting from a breach of Seller's representations in Section 2.17(a) of\nthis Agreement, provided that\n\n                                    (A) Any such Environmental Claim must be\nasserted within 18 months of the Closing; and\n\n                                    (B) Any such Environmental Claim relating to\nsoil or groundwater contamination resulting from an alleged violation of\nEnvironmental Law prior to the Closing shall be subject to the terms of Section\n11.3(f) hereof, unless otherwise subject to Sections 11.3(c) or (d).\n\n                           (ii) Responsibility for certain Environmental Costs\nwith respect to certain matters at the Henry, IL, Vadodara, India, Oevel,\nBelgium and Barcelona, Spain facilities shall be apportioned between Buyer and\nSeller as described on Schedule 11.3(e)(ii).\n\n                           (iii) Seller shall be responsible for and shall\ndefend, indemnify and hold harmless Buyer from and against 50% of all\nout-of-pocket cash Environmental Costs (including capital costs) arising out of\nor relating to the matters identified on Schedule 11.3(e)(iii); provided that\nSeller shall not be responsible for such Environmental Costs identified in\nSchedule 11.3(e)(iii) as being Buyer's responsibility.\n\n                           (iv) To the extent any of the matters identified on\nthe portion of Section 2.17(a) of the Disclosure Schedule titled \"Items in\nCapital Budget\" would constitute a breach of Section 2.17(a) of the Agreement\n(without regard to any disclosure in Section 2.17(a)), then\n\n\n\n                                       74\n   82\n\nSeller shall be responsible for and shall defend, indemnify and hold harmless\nBuyer Indemnified Persons from and against 50% of all out-of-pocket cash\nEnvironmental Costs (including capital costs) resulting from such breach in\nexcess of amounts budgeted therefor, subject to the limitations in subsections\n11.3(e)(i)(A) and (B) above.\n\n                           (v) Costs paid by Buyer pursuant to Section 11.3(e),\nother than the costs to be paid by Buyer identified in Schedule 11.3(e)(ii),\nshall apply to the indemnity deductible in Section 11.6 hereof and the $20\nmillion cap and $2 million per calendar year limitation in Section 11.3(f)(i)(A)\nhereof.\n\n                           (vi) Buyer shall exclusively control the defense,\nnegotiation or resolution of any matters subject to indemnification pursuant to\nthis Section 11.3(e) and any related fines or penalties indemnified pursuant to\nSection 11.3(c)(i), provided that: (A) no compromise or settlement may be\nreached by Buyer without Seller's written consent (which shall not be\nunreasonably withheld or delayed); and (B) Buyer shall provide Seller reasonable\nadvance notice of, and an opportunity to comment on, any planned activities and\nany documents proposed to be submitted to governmental entities or other third\nparties, and an opportunity for Seller to participate in any meetings or\nmaterial negotiations with any third party (excluding counsel, consultants or\nother experts retained by Buyer).\n\n                  (f) (i) Seller shall defend, indemnify and hold harmless Buyer\nIndemnified Persons from and against all Environmental Costs resulting from any\nconditions, events or activities occurring or existing at or before Closing at,\non, in or migrating to or from any Owned Real Property or Leased Real Property\nor Sale Assets or otherwise relating to any member of the Stock Group, other\nthan matters indemnified pursuant to Sections 11.3(c), 11.3(d) and 11.3(e)\nhereof (it being understood that any off-site migration of contaminants from\nOwned Real Property or Leased Real Property other than any offsite migration\nsubject to indemnification by Seller pursuant to Sections 11.3(c) or 11.3(d) in\naccordance with the respective terms thereof, shall be subject to this Section\n11.3(f)) provided that:\n\n\n                                    (A) Buyer shall be responsible for 50% of\nall Environmental Costs not otherwise actually paid or indemnified by a third\nparty, provided that Buyer's share of costs under this Section 11.3(f) shall not\nexceed $2 million in any one calendar year or $20 million in the aggregate, with\nany Buyer share in excess of $2 million in any one calendar year being carried\nforward, with no term limit, until fully paid by Buyer up to $20 million, and\nfurther provided that all payments by Buyer under Section 11.3(f) shall count\ntowards the deductible in Section 11.6; and\n\n                                    (B) Seller shall not be obligated to\nindemnify Buyer Indemnified Persons pursuant to this Section 11.3(f) with\nrespect to an Environmental Claim under this Section 11.3(f) unless\nEnvironmental Costs relating to, resulting from or attributable to such\nEnvironmental Claim exceed $100,000 (it being understood that such limitation\nshall be considered a threshold rather than a deductible).\n\n                           (ii) Buyer shall control any Environmental Claim\nunder this Section 11.3(f), provided that at any time following Seller's written\nagreement to pay 100% of \n\n\n\n                                       75\n   83\n\nEnvironmental Costs incurred after Buyer's assumption of control, Seller can\nassume control of all or part of any such Environmental Claim, subject to the\nterms of Section 11.3(j) hereof (a \"Seller Controlled Project\"), provided\nfurther that (A) Buyer, upon written notice to Seller, may retain or reassume\ncontrol of any Seller Controlled Project if, in Buyer's reasonable judgment,\nallowing Seller to assume or retain control would adversely impact Buyer's\noperations at the site or unreasonably interfere with Buyer's conduct of the\nBusiness at the site or otherwise (in which event Environmental Costs incurred\nafter Buyer's assumption of control shall be shared as provided in Section\n11.3(f)(i) above), (B) any costs of a Seller Controlled Project would be exempt\nfrom Buyer's cap in Section 11.3(f)(i)(A), (C) Buyer will provide access as\nreasonably necessary to the relevant Owned Real Property or Leased Real Property\nand limited services reasonably available through Buyer to support such Seller\nControlled Project (including plant utilities, maintenance, and site security),\n(D) only Buyer's out-of-pocket cash costs of providing such service with respect\nto a Seller Controlled Project will be subject to the indemnity, (E) no\ncompromise or settlement in response to a Seller Controlled Project may be\nreached by Seller without Buyer's written consent (which shall not be\nunreasonably withheld or delayed), and (F) Seller shall provide Buyer with\nreasonable advance written notice of, and an opportunity to comment on, any\nplanned activities and any documents proposed to be submitted to governmental\nentities or other third parties, and an opportunity for Buyer to participate in\nany meetings or material negotiations with any third party (excluding counsel,\nconsultants or other experts retained by Seller);\n\n                           (iii) Seller's indemnification obligations under this\nSection 11.3(f) shall terminate on the tenth (10th) anniversary of the Closing,\nprovided that (A) any soil or groundwater remediation projects (including\nwithout limitation, investigation, remediation, removal, corrective action\nand\/or monitoring) that are covered by this Section 11.3(f) or any claim by a\ngovernment authority, or (B) any Environmental Claims by a third party (other\nthan a governmental authority) under this Section 11.3(f) asserted, but in each\ncase not resolved, prior to the tenth (10th) anniversary of the Closing shall\ncontinue until their final resolution, provided further that any cost sharing\nobligations of Seller pursuant to Section 11.3(f) with respect to Environmental\nCosts described in clause (A) above after the tenth (10th) anniversary of\nClosing shall be limited to: 40% of Environmental Costs incurred in the year\nfollowing the 10th anniversary of the Closing; 30% of Environmental Costs\nincurred in the year following the 11th anniversary of the Closing; 20% of\nEnvironmental Costs incurred in the year following the 12th anniversary of the\nClosing; and 10% of Environmental Costs incurred in the year following the 13th\nanniversary of the Closing, with no cost sharing obligation of Seller after the\n14th anniversary of Closing (it being understood with respect to any Seller\nControlled Project costs, Seller's indemnification obligation shall be borne\n100% by Seller and shall continue until resolution thereof).\n\n                  (g) Notwithstanding all other provisions in this Section 11.3,\nSeller shall be obligated under Sections 11.3(e) and 11.3(f) only to the extent\nthat:\n\n                           (i) Environmental Costs result from (A) requirements\n(I) ordered, directed, or imposed by a government entity or court order, (II)\notherwise required under applicable Environmental Law (provided that, in the\ncase of (I) and (II) Buyer shall not be required to appeal an unlawful\ngovernment requirement, if in Buyer's reasonable judgment, (x)\n\n\n\n                                       76\n   84\n\nthe cost of appeal would exceed the cost of compliance, or (y) such appeal would\nnot likely succeed), or (III) by a third party (pursuant to contract obligations\nof Seller existing at Closing) or (B) claims by third parties;\n\n                           (ii) Buyer has not taken any voluntary action that is\nnot required by Environmental Law or ordered, directed, or imposed by any\ngovernmental entity or Environmental Permit or by a third party (pursuant to\ncontract obligations of Seller existing on or prior to Closing) that would\nreasonably be expected to initiate or accelerate any Environmental Costs, except\nto the extent such voluntary action is (A) reasonably necessary to respond to an\nemergency, (B) reasonably necessary to avoid liability under any Environmental\nLaw, or (C) in connection with routine operation or expansion of the Business or\nsale of a facility (in any event, not including costs that would not have been\nincurred but for a facility closure); and\n\n                           (iii) Buyer has acted only in a \"Lowest-Cost\nCommercially Reasonable\" manner, which, for purposes of this Agreement, shall\nmean the lowest cost methods for investigation, remediation, removal, corrective\naction, containment and\/or monitoring permitted by applicable Environment Laws\ndetermined from the perspective of a reasonable business person acting (without\nregard to the availability of indemnification hereunder) to achieve compliance\nwith applicable Environmental Law or to minimize liability under Environmental\nLaws or to third parties, it being understood that such Lowest-Cost Commercially\nReasonable manner shall where appropriate, include the use of risk-based\nremedies, institutional or engineering controls, or deed restrictions, provided\nsuch controls do not unreasonably interfere with Buyer's use of the Owned Real\nProperty, Leased Real Property or the Sale Assets for industrial purposes (or\ncommercial purposes, where such property was being used for commercial purposes\nas of the Closing) or Buyer's ability to conduct the Business, it being further\nunderstood that, in the event of an actual conflict between (A) a requirement\nunder applicable Environmental Law or an order, direction or mandate by a\ngovernmental entity and (B) what would otherwise be a Lowest-Cost Commercially\nReasonable manner, the requirement, order, direction or mandate shall be deemed\nthe Lowest-Cost Commercially Reasonable manner.\n\n                  (h) Buyer or Seller, as the case may be, shall provide prompt\nwritten notice to the other party of any order, demand, notice of potential\nliability, complaint or claim for indemnification by any governmental authority\nor other third party, or any other claim for indemnification that is not the\nsubject of a third party claim in each case that may result in indemnifiable\nEnvironmental Costs (an \"Environmental Claim\"), provided that any failure of\nBuyer or Seller, as the case may be, to give such notice shall relieve Buyer or\nSeller of its obligations only to the extent that Buyer or Seller is actually\nprejudiced by such failure.\n\n                  (i) Except as otherwise expressly provided herein, Buyer shall\nexclusively control the defense, negotiation or resolution of any Environmental\nClaim for which Buyer or Seller is entitled to indemnification pursuant to\nSections 11.3(c), 11.3(d), 11.3(e) or 11.3(f) concerning any Owned Real\nProperty, Leased Real Property or Sale Assets (\"On-Site Claim\"). Buyer may\nselect counsel and environmental consultants which, so long as Seller may have\nsurviving indemnification obligations with respect to such On-Site Claim, are\nreasonably acceptable to Seller. So long as Seller may have surviving\nindemnification obligations with respect to such On-Site Claim under Section\n11.3, no compromise or settlement in response to an \n\n\n\n                                       77\n   85\n\nOn-Site Claim may be reached by Buyer without Seller's prior written consent\n(which shall not be unreasonably withheld or delayed). If Buyer and Seller are\nboth named as defendants in or are both the subject of an On-Site Claim and\nthere would be a Conflict of Interest in counsel representing both Buyer and\nSeller in such claim then Seller shall pay the costs and expenses of separate\ncounsel or consultants of Buyer in accordance with its respective\nindemnification obligations. In connection with any On-Site Claim managed by\nBuyer, upon request, Buyer shall, to the extent practical, provide Seller with\nreasonable advance notice of, and an opportunity to comment on, any planned\nactivities, and any documents proposed to be submitted to governmental entities\nor other third parties and an opportunity for Seller to participate in any\nmeetings or material negotiations with any third party (excluding counsel,\nconsultants or other experts retained by Buyer).\n\n                  (j) In connection with any Environmental Claim under this\nSection 11.3: (A), Seller shall not unreasonably interfere with Buyer's use of\nthe Owned Real Property, Leased Real Property or Sale Assets or Buyer's ability\nto conduct the Business, and shall take all reasonable efforts to minimize any\ninterference with Buyer's ability to conduct the Business and (B) Buyer will\ncooperate with all reasonable requests of Seller, including without limitation\nproviding reasonable access to property, business records and data, and use of\nplant utilities, maintenance and site security or other similar services\ncontrolled by Buyer (it being understood that Seller shall reimburse Buyer for\nthe use of plant utilities, maintenance and site security or other similar\nservices to the extent provided for in this Section 11.3 and Section 9.10(d)).\n\n                  (k) Buyer and Seller shall use all reasonable efforts to\nmaintain and enforce any third-party indemnities available or potentially\navailable to either Buyer or Seller, even if the indemnity being maintained or\nenforced would benefit only the other party (it being understood that any costs\nincurred in maintaining and enforcing such third-party indemnities shall be\nallocated to Buyer or Seller in accordance with their respective apportionment\nof responsibility in this Section 11.3). On the tenth (10th) anniversary of the\nClosing Date, Seller shall use commercially reasonable efforts to assign to\nBuyer any third-party indemnities. To the extent any indemnities are not\nassigned to Buyer, Seller shall use its commercially reasonable efforts to\nenforce such indemnities and shall pay to Buyer any benefits relating to any\nEnvironmental Claim that Seller actually recovers pursuant to any third-party\nindemnities, net of costs of collection.\n\n                  (l) Seller shall not be obligated to indemnify Buyer pursuant\nto this Section 11.3 to the extent Environmental Costs result from (A) Buyer's\nunreasonable disturbance of the areas identified on Schedule 11.3(l) that are\nsubject to long-term closure requirements under Environmental Laws, or (B)\nBuyer's failure to take commercially reasonable measures to avoid disturbance of\nthe \"areas of concern\" noted on Schedule 11.3(l).\n\n                  (m) \"Out of pocket Environmental Costs\" as used in this\nSection 11.3 and Section 11.3(e)(iii) of the Seller's Disclosure Schedule shall\ninclude, without limitation, (i) capital costs, (ii) costs relating to or\narising out of any bond, letter of credit or similar instrument posted, issued\nor granted by or on behalf of Buyer or its Affiliates, and (iii) all amounts\ndrawn under such bond, letter of credit or similar instrument, provided that it\nis understood and agreed, with respect to any amounts drawn under such bond,\nletter of credit or similar instrument after\n\n\n\n                                       78\n   86\n\nSeller's obligations to indemnify Buyer under this Section 11.3 terminate,\nSeller shall remain liable to Buyer only for its allocable share (as determined\npursuant to this Section 11.3) of amounts drawn to satisfy obligations that\nrelate specifically to the period during which Seller was responsible to\nindemnify Buyer hereunder.\n\n\n         SECTION 11.4. CLAIMS.\n\n                  (a) Except as set forth in Section 11.3, upon the occurrence\nof any event that a party hereto (the \"Indemnified Party\") asserts to be the\nbasis for a claim for indemnification against the other party (the \"Indemnifying\nParty\") under this Article XI (a \"Claim\"), then the Indemnified Party shall\npromptly give notice (a \"Claim Notice\") to the Indemnifying Party thereof in\nwriting, which Claim Notice shall set forth the basis for the Claim, and, to the\nextent reasonably practicable, the amount necessary to satisfy such Claim;\nprovided, however, that no delay on the part of the Indemnified Party in\nnotifying the Indemnifying Party shall relieve the Indemnifying Party from any\nobligation under this Agreement except to the extent the Indemnifying Party\nthereby is prejudiced.\n\n                  (b) If the Claim involves the claim of any third Person (a\n\"Third-Party Claim\"), the Indemnifying Party shall have the right to assume and\ncontrol the defense of the Third-Party Claim with counsel of its own choice\nreasonably satisfactory to the Indemnified Party, so long as the Indemnifying\nParty notifies the Indemnified Party of such defense in writing within thirty\n(30) days after the Indemnified Party has given notice of the Third-Party Claim\nand the Indemnifying Party conducts the defense of the Third-Party Claim\nactively and diligently; provided, however, that the Indemnified Party may\nretain separate co-counsel at its sole cost and expense and participate in the\ndefense of the Third-Party Claim (except that in the event of a Conflict of\nInterest, the Indemnifying Party shall pay the reasonable fees of the separate\nco-counsel, provided that such separate co-counsel shall not be the independent\ncounsel rendering the written opinion regarding the existence of the Conflict of\nInterest).\n\n                  (c) So long as the Indemnifying Party has assumed and is\nconducting the defense of the Third-Party Claim in accordance with Section\n11.4(b): (i) the Indemnifying Party shall not consent to the entry of any\njudgment or enter into any settlement with respect to the Third-Party Claim\nwithout the prior written consent of the Indemnified Party (not to be\nunreasonably withheld), and (ii) the Indemnified Party shall not consent to the\nentry of any judgment or enter into any settlement with respect to the\nThird-Party Claim without the prior written consent of the Indemnifying Party\n(not to be unreasonably withheld).\n\n                  (d) In the event the Indemnifying Party does not assume and\nconduct the defense of the Third-Party Claim in accordance with Section 11.4(b),\nthe Indemnified Party may defend against, and consent to the entry of any\njudgment or enter into any settlement with respect to, the Third-Party Claim in\nany manner it reasonably may deem appropriate (and the Indemnified Party need\nnot consult with or obtain any consent from the Indemnifying Party in connection\ntherewith).\n\n\n\n                                       79\n   87\n\n                  (e) Whenever the Indemnified Party shall have given a Claim\nNotice to the Indemnifying Party that does not involve a Third-Party Claim, the\nIndemnifying Party may, within thirty (30) days after receipt of such Claim\nNotice, notify the Indemnified Party that the Indemnifying Party disputes the\nClaim for indemnification set forth in such Claim Notice and the basis for such\ndispute (a \"Dispute Notice\"). If, with respect to the claim for indemnification\nset forth in a Claim Notice, no Dispute Notice is given to the Indemnified Party\nwithin such thirty (30) day period, the Claim shall be deemed valid, and the\nIndemnifying Party shall be obligated to pay to the Indemnified Party the amount\nspecified in the Claim Notice with respect to such Claim. If a Dispute Notice is\ngiven to the Indemnified Party, the dispute that is the subject of such notice\nshall be resolved as follows: The Indemnified Party and the Indemnifying Party\nshall first attempt to resolve the dispute through a good faith discussion of\nthe Claim. If such discussion does not result in a resolution acceptable to\neither the Indemnified Party or the Indemnifying Party, either party may resort\nto any remedies available in law or in equity in a court of competent\njurisdiction.\n\n         SECTION 11.5. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The\nrepresentations and warranties of each party contained in this Agreement shall\nsurvive the Closing Date for a period of eighteen (18) months following the\nClosing Date; provided, however, that (i) the representations and warranties of\nSeller contained in Sections 2.1 (Organization; Power), 2.2 (Capitalization),\n2.3(a) (Authority), 2.4(a) (Ownership of Stock and Equity Interest), 2.5 (Title)\nshall survive indefinitely; (ii) the representations and warranties of Seller\ncontained in Section 2.17 (relating to environmental matters) shall not survive\nthe Closing Date (except for the representations in Section 2.17(a) which shall\nsurvive the Closing for a period of eighteen (18) months following the Closing\nDate), and (iii) the representations and warranties of Seller contained in\nSection 2.20 (relating to taxes) shall survive the Closing Date until the\nexpiration of the applicable statute of limitations (in each case, the \"Survival\nPeriod\"). No Claim for indemnification under Section 11.1(a) shall be made\nunless a Claim Notice has been delivered to the Indemnifying Party within the\napplicable Survival Period, except that any Claim relating to Section 2.20\n(relating to taxes) may be asserted until 60 days after the expiration of the\napplicable Survival Period. Notwithstanding the expiration of any Survival\nPeriod, if a Claim Notice has been given by Buyer to Seller with respect to a\nrepresentation or warranty of Seller within the applicable Survival Period, then\nthe relevant representation or warranty shall survive, solely as to such Claim\nas is asserted in the Claim Notice, until such Claim has been finally resolved.\n\n         SECTION 11.6. INDEMNIFICATION LIMITATIONS.\n\n                  (a) Except for those Losses relating to Section 2.4(a),\nSection 2.5, Section 2.17(a) or Section 2.20, as to which the limitations of\nthis Section 11.6(a) shall not apply, Buyer's Indemnified Persons may not assert\nany Claim for Losses under Section 11.1(a) until the aggregate amount of such\nClaims under this Agreement exceeds Ten Million Dollars ($10,000,000) (as such\namount may be reduced pursuant to Section 11.3(e)(v) or Section 11.3(f)(i)A),\nand then Buyer's Indemnified Persons may only assert such Claims for the excess\nof such aggregate Claims over such amount. In no event shall the aggregate\nliability of the Seller for all Claims for Losses under Section 11.1(a) exceed\nfifty percent (50%) of the Purchase Price prior to any closing or post-closing\nadjustments.\n\n\n\n                                       80\n   88\n\n                  (b) The Indemnified Party shall take all reasonable steps to\nmitigate all indemnifiable Losses upon and after becoming aware of any event\nwhich could reasonably be expected to give rise to any Losses that are\nindemnifiable hereunder.\n\n                  (c) All Losses recoverable by an Indemnified Party under\nSection 11.1 or 11.2 shall be net of insurance proceeds (less the reasonable\ncost of recovering the amount of coverage from the insurer) and recoveries from\nthird parties actually received by such Indemnified Party. If such Losses are\ncovered by insurance or subject to other third party recoveries, the Indemnified\nParty shall use all reasonable efforts to recover the amount of coverage or\nclaim from the insurer or such third party.\n\n                  (d) The amount of any indemnification payment related to a\nLoss arising under Section 11.3 (environmental losses) shall be reduced to take\naccount of any net Tax savings actually realized by the Indemnified Party\narising from the incurrence or payment of any such Loss in the taxable year in\nwhich such Loss is incurred or in any preceding taxable year as a result of the\nuse of net operating loss carrybacks. In computing the amount of any such Tax\nbenefit, the Indemnified Party shall be deemed to recognize all other items of\nincome, gain, loss, deduction, or credit before recognizing any item arising\nfrom the receipt of any indemnity payment hereunder or the incurrence or payment\nof any indemnified Loss. In the event that the Indemnified Party does not\nrealize any net Tax savings in the taxable year in which such Loss is incurred\n(or in any preceding taxable year), but does realize a net Tax savings in a\nsubsequent year, the Indemnified Party shall promptly pay over to the\nIndemnifying Party the amount of such net Tax Savings when actually realized.\n\n                  (e) For the avoidance of doubt in determining any Loss arising\nfrom a breach of the representations in Section 2.20, the amount of any\nindemnity payable by Seller under this Section 11.6 shall be calculated after\ngiving effect to any indemnity payable by Seller under Section 9.12 which\nrelates to the same item or transaction as resulted in the Loss arising from a\nbreach of the representations in Section 2.20.\n\n         SECTION 11.7. EXCLUSIVE REMEDY. Buyer and Seller hereby acknowledge and\nagree that, except in the case of fraud, from and after the Closing, their sole\nremedy with respect to any and all claims arising under this Agreement, shall be\npursuant to the indemnification provisions set forth in this Agreement. In\nfurtherance of the foregoing, Buyer and Seller and their respective related\nparties and affiliates hereby waive, from and after the Closing, to the fullest\nextent permitted by law, any and all rights, claims and causes of action they\nmay have against any other party hereto or its officers, directors, employees,\nagents, representatives and affiliates, except those arising pursuant to this\nAgreement. Without limiting the generality of the foregoing, Buyer shall have no\nright of rescission following the Closing with respect to the Transaction.\n\n         SECTION 11.8. LOST PROFITS AND SPECIAL DAMAGES. Notwithstanding any\nother provision of this Agreement to the contrary, neither Seller nor Buyer\nshall be required to indemnify, hold harmless or otherwise compensate the other\nparty or any of the respective affiliates or related parties for damage to\nreputation, lost business opportunities, lost profits, mental or emotional\ndistress, incidental, special, exemplary, indirect or consequential damages.\n\n\n\n\n                                       81\n   89\n\n                                   ARTICLE XII\n                            MISCELLANEOUS PROVISIONS\n\n         SECTION 12.1. COUNTERPARTS. This Agreement may be executed\nsimultaneously in one or more counterparts, each of which shall be deemed an\noriginal, but all of which together shall constitute one and the same\ninstrument.\n\n         SECTION 12.2. ENTIRE AGREEMENT. This Agreement and the agreements to be\ndelivered pursuant to this Agreement and the Confidentiality Agreement between\nthe parties constitute the entire agreement among the parties pertaining to the\nsubject matter contained herein and therein and supersede all other prior and\ncontemporaneous agreements, representations and understandings of the parties.\n\n         SECTION 12.3. EXHIBITS AND DISCLOSURE SCHEDULE. All exhibits, schedules\nand appendices attached to this Agreement and all matters set forth in the\nDisclosure Schedule and the recitals to this Agreement are incorporated herein\nand made a part hereof in the same manner and to the same extent as if such\nmatters were set forth at length herein. All matters disclosed in any section of\nthe Disclosure Schedule shall be deemed to be disclosed in each section of the\nDisclosure Schedule to which such disclosure is reasonably apparent, provided\nthat only those disclosures set forth on Section 2.17(a) of the Disclosure\nSchedule shall be deemed disclosed for purposes of Section 2.17(a) of this\nAgreement.\n\n         SECTION 12.4. EXPENSES. Except as expressly set forth in this\nAgreement, each of the parties shall pay all costs and expenses incurred by it\nin negotiating and preparing this Agreement and consummating the Transaction.\n\n         SECTION 12.5. INTERPRETATION. Any reference to the masculine, feminine\nor neuter gender shall be deemed to include the masculine, feminine and neuter\ngenders unless the context otherwise requires. Any reference to the term\n\"including\" shall be deemed to be a reference to \"including, without\nlimitation\".\n\n         SECTION 12.6. GOVERNING LAW. This Agreement and all transactions\ncontemplated hereby shall be governed, construed and enforced in accordance with\nthe laws of the State of New York, notwithstanding any state's choice of law\nrules to the contrary.\n\n         SECTION 12.7. HEADINGS. The subject headings of the articles and\nsections of this Agreement are included for purposes of convenience only, and\nshall not affect the construction or interpretation of any of its provisions.\n\n         SECTION 12.8. INTERPRETATION. Buyer and Seller have each had this\nAgreement reviewed by experienced and qualified counsel and the opportunity to\nnegotiate fully all of the provisions of this Agreement. This Agreement shall be\nconstrued and interpreted without regard to any maxim or principle of law which\nprovides that any ambiguity in any provision in this Agreement\n\n\n\n                                       82\n   90\n\nshould be construed against the party whose counsel drafted the particular\nprovision or any other part of the Agreement.\n\n         SECTION 12.9. MODIFICATION AND WAIVER. No supplement, modification or\namendment of this Agreement shall be binding unless executed in writing by the\nparties. The party for whose benefit a representation, warranty, covenant or\ncondition is intended may in writing waive any inaccuracies in the\nrepresentations and warranties contained in this Agreement or waive compliance\nwith any of the covenants or conditions contained herein and so waive\nperformance of any of the obligations of the other party hereto, and any\ndefaults hereunder; provided, however, that such waiver shall not affect or\nimpair the waiving party's rights with respect to any other representation,\nwarranty, covenant or condition or any default hereunder, nor shall any waiver\nconstitute a continuing waiver.\n\n         SECTION 12.10. NOTICES. All notices, requests, demands, waivers and\nother communications required to be given under this Agreement shall be in\nwriting and shall be deemed to have been duly given on (a) the date of service\nif served personally on the party to whom notice is to be given, (b) the date\nsent if given by confirmed facsimile transmission addressed to the party to whom\nnotice is to be given and a confirming copy is mailed on such date to the party\nto whom notice is to be given by first class mail, (c) the day after sending if\nsent to the party to whom notice is to be given by private courier (e.g. FedEx\nor UPS) for next day delivery, or (d) the third day after mailing if mailed to\nthe party to whom notice is to be given by certified mail, return receipt\nrequested, and properly addressed as follows:\n\n                  If to Buyer:\n\n                           PMD Group Inc.\n                           c\/o Christine J. Smith, Esq.\n                           PMD INVESTORS I LLC\n                           65 East 55th Street\n                           New York, NY  10022\n                           Facsimile:  (212) 888-1459\n\n                  With a copy to:\n\n                           Ivy Dodes\n                           DLJ Merchant Banking Partners\n                           277 Park Avenue\n                           New York, NY 10172\n                           Facsimile:  (212) 892-0295\n\n\n\n\n                                       83\n   91\n\n                           and to:\n\n                           Davis Polk &amp; Wardwell\n                           450 Lexington Avenue\n                           New York, NY  10172\n                           Facsimile:  (212) 450-3955\n                           Attention:  Nancy L. Sanborn\n\n                           and to:\n\n                           Sanford Krieger\n                           Fried, Frank, Harris, Shriver &amp; Jacobson\n                           New York, NY  10004\n                           Facsimile:  (212) 859-4000\n\n\n                  If to Seller:\n\n                           Terrence G. Linnert, Senior Vice President,\n                           Human Resources and Corporate Services,\n                           General Counsel and Secretary\n                           The B.F.Goodrich Company\n                           Four Coliseum Centre\n                           2730 West Tyvola Road\n                           Charlotte, North Carolina  28217-3022\n                           Facsimile: (704) 425-7011\n\n                  With copies to:\n\n                           Scott E. Kuechle, Vice President and Treasurer\n                           The B.F.Goodrich Company\n                           Four Coliseum Centre\n                           2730 West Tyvola Road\n                           Charlotte, North Carolina  28217-3022\n                           Facsimile: (704) 423-7059\n\n                           and\n\n                           Gordon S. Kaiser, Esq.\n                           Squire, Sanders &amp; Dempsey L.L.P.\n                           4900 Key Tower\n                           127 Public Square\n                           Cleveland, Ohio  44114-1304\n                           Facsimile:  (216) 479-8780\n\n\n\n                                       84\n   92\n\nAny party may change the address to which notice is to be sent or the telephone\nnumber for facsimile transmission pursuant to this Section 12.10 by giving\nwritten notice thereof in compliance with this section.\n\n         SECTION 12.11. PRESS RELEASE. During the period prior to the Closing,\neach party shall obtain the other party's consent before issuing any press\nrelease or otherwise making any public announcement with respect to this\nAgreement or the Transaction, and shall not, except as may be required by law or\nby obligations under any listing agreement with a stock exchange, issue any such\npress release or make any such public announcement prior to obtaining such\nconsent, which consent shall not be unreasonably withheld or delayed.\n\n         SECTION 12.12. RIGHTS OF PARTIES; ASSIGNABILITY; BINDING EFFECT.\nNeither this Agreement nor any of the rights or obligations hereunder may be\nassigned by any party without the express written consent of the other party;\nprovided, however, that Buyer may assign this Agreement to a third party\npurchaser of all or substantially all of the assets of Buyer without Seller's\nexpress written consent so long as written notice of such assignment is provided\nto Seller. Nothing in this Agreement, whether express or implied, is intended to\nconfer any rights or remedies under or by reason of this Agreement on any Person\nother than the parties to it and their respective successors and permitted\nassigns, nor is anything in this Agreement intended to relieve or discharge the\nobligation or liability of any third Person to any party to this Agreement, nor\nshall any provision give any third Person any right of subrogation or action\nover or against any party to this Agreement. Subject to the foregoing, this\nAgreement shall be binding on, and shall inure to the benefit of, the parties\nand their respective successors, assigns and personal representatives.\n\n         SECTION 12.13. CURRENCY. All references to \"Dollars\" or \"$\" in this\nAgreement shall mean United States Dollars.\n\n         SECTION 12.14. SEVERABILITY. Any term or provision of this Agreement\nwhich is invalid or unenforceable in any jurisdiction shall, as to that\njurisdiction, be ineffective to the extent of such invalidity or\nunenforceability without rendering invalid or unenforceable the remaining terms\nand provisions of this Agreement or affecting the validity or enforceability of\nany of the terms or provisions of this Agreement in any other jurisdiction. If\nany provision of this Agreement is so broad as to be unenforceable, the\nprovision shall be interpreted to be only so broad as is enforceable.\n\n                            [signature page follows]\n\n\n\n                                       85\n   93\n\n         IN WITNESS WHEREOF, the parties have executed this Agreement for Sale\nand Purchase of the Sale Assets as of the day and year first above written.\n\n                                            \"Seller\"\n\n                                            THE B.F.GOODRICH COMPANY\n\n\n                                            By:\n                                               ---------------------------------\n                                            Its:\n                                                --------------------------------\n\n\n                                            \"Buyer\"\n\n                                            PMD GROUP INC.\n\n\n                                            By:\n                                               ---------------------------------\n                                            Its:\n                                                --------------------------------\n\n\n\n                                       86\n   94\n\n                                   APPENDIX A\n\n                              CERTAIN DEFINITIONS.\n\n\"Account Balances\" shall have the meaning defined in Section 9.2(f) of the\nAgreement.\n\n\"Accounting Firm\" shall have the meaning defined in Section 1.9(f).\n\n\"Acquired Business\" shall have the meaning defined in Section 9.13 of the\nAgreement.\n\n\"Acquisition Proposal\" shall have the meaning defined in Section 4.3 of the\nAgreement.\n\n\"Active Employee of the Business\" means any employee of the Business who is\nactively at work on the Closing Date, and also shall include any employee of the\nBusiness who, as of the Closing Date, is absent from employment because of short\nterm disability, vacation, approved leave of absence, or other form of absence\nfrom employment. For purposes of this Agreement, the term Active Employee of the\nBusiness shall not include any employee on leave of absence on the Closing Date\nwho does not return to work within three (3) months of the Closing Date unless\nthe leave of absence is subject to the Family and Medical Leave Act of 1993 or\nthe Uniformed Services Employment and Reemployment Rights Act of 1994.\n\n\"Aerospace Lease Agreement\" shall have the meaning defined in Section 9.16 of\nthe Agreement.\n\n\"affiliates\" shall have the same meaning as such term is defined in Rule 12b-2\nunder the Securities Exchange Act of 1934.\n\n\"Agreement\" shall have the meaning defined in introductory paragraph of the\nAgreement.\n\n\"Antitrust Authority\" shall mean the Federal Trade Commission, the Antitrust\nDivision, the attorneys general of the several states of the United States and\nany other governmental authority having jurisdiction with respect to the\nTransaction pursuant to applicable Antitrust Laws.\n\n\"Antitrust Laws\" shall mean the Sherman Act, as amended, the Clayton Act, as\namended, the HSR Act, the Federal Trade Commission Act, as amended, and all\nother federal, state, and foreign statutes, rules, regulations, orders, decrees,\nadministrative and judicial doctrines, and other laws that are designed or\nintended to prohibit, restrict or regulate actions having the purpose or effect\nthe monopolization or restraint of trade or creation of cartels.\n\n\"Applicable Rate\" shall have the meaning defined in Section 1.9(g) of the\nAgreement.\n\n\"Asset Subsidiaries\" shall have the meaning defined in Recital B on Page 1.\n\n\"Assets\" shall have the meaning defined in Section 1.1 of the Agreement.\n\n\"Assigned Prepaid Expenses Acquired by Asset Purchase\" shall have the meaning\ndefined in Section 1.1(h) of the Agreement.\n\n\n\n                                      A-1\n   95\n\n\"Assigned Prepaid Expenses\" means all non-refundable and transferable prepaid\nexpenses, prepaid assets and deposits paid by Seller or its Subsidiaries prior\nto the Closing Date for which Buyer will receive the benefit after the Closing\nDate.\n\n\"Assumed Liabilities\" shall have the meaning defined in Section 1.5 of the\nAgreement.\n\n\"Assumption Agreement\" shall have the meaning defined in Section 10.2(e) of the\nAgreement.\n\n\"Benefit Plan\" means each plan, program, policy, payroll practice, contract,\nagreement or other arrangement providing for severance, termination pay,\nretirement pay benefits, performance awards, stock or stock-related awards,\nfringe benefits or other employee benefits of any kind, whether formal or\ninformal, funded or unfunded, written or oral and whether or not legally\nbinding, including, without limitation, each \"employee benefit plan,\" within the\nmeaning of Section 3(3) of ERISA and each \"multi-employer plan\" within the\nmeaning of Sections 3(37) or 4001(a)(3) of ERISA.\n\n\"BFG Pension Plan for Salaried Employees\" means the B.F. Goodrich Retirement\nProgram for Salaried Employees.\n\n\"BFG Pension Plan for Wage Employees\" means the B.F. Goodrich Company Wage\nEmployees' Pension Plan.\n\n\"Books and Records Acquired by Asset Purchase\" shall have the meaning defined in\nSection 1.1(g) of the Agreement.\n\n\"Brecksville Vacant Land\" shall have the meaning defined in Section 1.2(m) of\nthe Agreement.\n\n\"Business\" shall have the meaning defined in Paragraph A of Recitals on Page 1.\n\n\"Buyer Indemnified Persons\" shall have the meaning defined in Section 11.1 of\nthe Agreement.\n\n\"Buyer Pension Plan\" shall mean a Benefit Plan which is both (a) established or\nmaintained by Buyer or Buyer and one or more of its Subsidiaries, and (b) a\ndefined benefit pension plan intended to be tax-qualified under Section 401(a)\nof the Code.\n\n\"Buyer's Investment Plan\" shall have the meaning defined in Section 9.2(f) of\nthe Agreement.\n\n\"Buyer's Notice\" shall have the meaning defined in Section 1.9(e) of the\nAgreement.\n\n\"Buyer's Outside Date\" shall have the meaning defined in Section 8.2 of the\nAgreement.\n\n\"Buyer's Review Period\" shall have the meaning defined in Section 1.9(e) of the\nAgreement.\n\n\"Buyer\" shall have the meaning defined in introductory paragraph.\n\n\"CERCLIS\" shall have the meaning defined in Section 2.17 of the Agreement.\n\n\"Claim Notice\" shall have the meaning defined in Section 11.4(a) of the\nAgreement.\n\n\n\n                                      A-2\n   96\n\n\"Claim\" shall have the meaning defined in Section 11.4(a) of the Agreement.\n\n\"Closed Facilities\" shall have the meaning defined in Section 1.2(n) of the\nAgreement.\n\n\"Closing\" shall have the meaning defined in Section 1.8 of the Agreement.\n\n\"Closing Balance Sheet\" shall have the meaning defined in Section 1.9(c) of\nAgreement.\n\n\"Closing Date\" shall have the meaning defined in Section 1.8 of the Agreement.\n\n\"Code\" means the Internal Revenue Code of 1986, as amended.\n\n\"Collectively Bargained Retiree Welfare Plan\" means an Employee Welfare Benefit\nPlan of Seller that provides retiree medical or retiree life insurance benefits\nto one or more groups of retired employees of the Business who are covered under\nsuch plan pursuant to the terms of one or more collective bargaining agreements.\n\n\"Commitment Letters\" shall have the meaning defined in Section 3.11 of the\nAgreement.\n\n\"Competitive Business\" shall have the meaning defined in Section 9.13 of the\nAgreement.\n\n\"Confidentiality Agreement\" shall have the meaning defined in Section 9.1 of the\nAgreement.\n\n\"Conflict of Interest\" means the situation where either (i) Buyer and Seller\nmutually agree that the representation of both Seller and Buyer by the same\ncounsel or consultant would create an impermissible conflict of interest or (ii)\nan independent counsel mutually agreed upon by Buyer and Seller determines in a\nwritten opinion to Buyer and Seller that the representation of both Seller and\nBuyer by the same counsel or consultant would create a conflict of interest. In\nthe case of (ii) in the previous sentence, Buyer and Seller agree to split the\ncost of the independent counsel in connection with rendering such written\nopinion.\n\n\"Contracts\" means all of Seller's and its affiliates' rights and obligations\nunder those contracts, purchase orders, customer orders, leases for real and\npersonal property and agreements, whether written or oral, to which any of\nSeller and its affiliates are a party on the Closing Date that are used or held\nfor use solely or primarily in connection with the operation of the Business.\n\n\"Contracts Assigned by Asset Purchase\" shall have the meaning defined in Section\n1.1(e) of the Agreement.\n\n\"Defined Remediation Projects\" shall have the meaning defined in Section\n11.3(d)(i) of the Agreement.\n\n\"Determination Date\" shall have the meaning defined in Section 1.9(g) of the\nAgreement.\n\n\"Disclosure Schedules\" shall have the meaning defined in Section 2.1(a) of the\nAgreement.\n\n\"Dispute Notice\" shall have the meaning defined in Section 11.4(e) of the\nAgreement.\n\n\"EMD Business\" shall have the meaning defined in Section 1.2(l) of the\nAgreement.\n\n\n\n                                      A-3\n   97\n\n\"EMD Lease Agreement\" shall have the meaning defined in Section 9.17 of the\nAgreement.\n\n\"Employee Agreement\" means each management, employment, severance, retirement,\nchange-in-control, consulting, non-compete, confidentiality, or similar\nagreement or contract between the Seller or any of its Subsidiaries and any\nemployee of the Business.\n\n\"Employee Benefit Plan\" means each Benefit Plan (other than an Employee\nAgreement) which is now or previously has been sponsored, maintained,\ncontributed to, or required to be contributed to by the Seller or any of its\nSubsidiaries or pursuant to which Seller or any of its Subsidiaries has or may\nhave any liability, contingent or otherwise, in each case for the benefit of any\nemployee of the Business.\n\n\"Employee Pension Benefit Plan\" means each Employee Benefit Plan that provides\nretirement pay benefits for 25 or more participants, including, without\nlimitation, any plan described in Section 3(2) of ERISA, but not including any\nplans mandated by law (other than U.S. federal, state and local laws).\n\n\"Employee Welfare Benefit Plan\" means each Employee Benefit Plan that provides\nbenefits of a type described in Section 3(1) of ERISA and any associated\n\"cafeteria plan\" that is designed to meet the requirements of Section 125 of the\nCode.\n\n\"Encumbrances\" shall have the meaning defined in Section 1.3 of the Agreement.\n\n\"Environmental Claim\" shall have the meaning defined in Section 11.3(h) of the\nAgreement.\n\n\"Environmental Costs\" means, without limitation, any actual or threatened\ninvestigation, cleanup, remediation, removal, or other response costs (which\nwithout limitation shall include costs to cause the Business to come into\ncompliance with Environmental Laws), expenses (including without limitation fees\nand disbursements of consultants, counsel, and other experts in connection with\nany environmental investigation, testing, audits or studies, response actions,\nor litigation), losses, liabilities or obligations (including without\nlimitation, liabilities or obligations under any lease or other contract),\npayments, damages (including without limitation any actual, punitive or\nconsequential damages under any statutory laws, common law cause of action or\ncontractual obligations or otherwise, including without limitation damages (a)\nof third parties for personal injury or property damage, or (b) to natural\nresources), civil or criminal fines or penalties, judgments, and amounts paid in\nsettlement arising out of or relating to or resulting from any Environmental\nMatter regardless of whether such costs, expenses, losses, liabilities,\nobligations, payments, damages, fines, penalties, judgments or amounts arise as\na result of the negligence, strict liability or any other liability under any\ntheory of law or equity.\n\n\"Environmental Laws\" shall mean all applicable international, federal, state and\nlocal statutes, laws, regulations, ordinances, orders or other legally binding\ndirectives, common law, and similar provisions having the force or effect of\nlaw, concerning any Environmental Matter, including but not limited to, the\nClean Air Act, 42 U.S.C. `7401 et. seq., the Clean Water Act, 33 U.S.C. `1251 et\nseq., the Resource Conservation Recovery Act (\"RCRA\"), 42 U.S.C. `6901 et seq.,\nthe Toxic Substances Control Act, 15 U.S.C `2601 et seq., the Occupational\nSafety and Health Act, 29 U.S.C. \n\n\n\n                                      A-4\n   98\n\nss.ss. 641, et seq., and the Comprehensive Environmental Response, Compensation\nand Liability Act (\"CERCLA\"), 42 U.S.C. `9601 et seq.\n\n\"Environmental Matter\" means, any matter arising out of, relating to, or\nresulting from pollution, contamination, protection of the environment, human\nhealth or safety, health or safety of employees, sanitation, and any matter\narising out of, relating to, or resulting from emissions, discharges,\ndisseminations, releases or threatened releases, of Hazardous Materials into the\nair (indoor or outdoor), surface water, groundwater, soil, land surface or\nsubsurface, buildings, facilities, real or personal property or fixtures or\notherwise arising out of, relating to, or resulting from the manufacture,\nprocessing, distribution, use, treatment, storage, disposal, transport,\nhandling, release or threatened release of Hazardous Materials.\n\n\"Environmental Permits\" shall have the meaning defined in Section 2.17 of the\nAgreement.\n\n\"Equity Interest\" shall have the meaning defined in Section 1.1 of the\nAgreement.\n\n\"Equity Subsidiaries\" shall have the meaning defined in Recital D of Page 1.\n\n\"ERISA\" means the Employee Retirement Income Security Act of 1974, as amended.\n\n\"ERISA Affiliate\" means, with respect to any Person, any trade or business\n(whether or not incorporated) that is part of the same controlled group, or\nunder common control with, or part of an affiliated service group that includes\nsuch Person, within the meaning of Code Sections 414(b), (c), (m), or (o) and\/or\nERISA Section 4001(a)(14).\n\n\"Excluded Assets\" shall have the meaning defined in Section 1.2 of the\nAgreement.\n\n\"Excluded Liabilities\" shall have the meaning defined in Section 1.4 of the\nAgreement.\n\n\"Financial Statements\" shall have the meaning defined in Section 2.9 of the\nAgreement.\n\n\"Former PM Employee\" shall mean an Active Employee of the Business who becomes\nan employee of Buyer or a subsidiary of Buyer on or shortly after the Closing\nDate, or continues in employment with a member of the Stock Group (other than an\nEquity Subsidiary) after the Closing Date.\n\n\"Forward Looking Data\" shall have the meaning defined in Section 3.6 of the\nAgreement.\n\n\"Guide\" shall have the meaning defined in Section 1.9(c) of the Agreement.\n\n\"Hazardous Materials\" means all materials or substances subject to regulation\nunder any Environmental Laws, including without limitation any substance\nregulated as hazardous (under CERCLA, RCRA, or otherwise), dangerous, explosive,\nflammable, toxic or radioactive, or any petroleum or petroleum-derived substance\nor waste.\n\n\"HSR Act\" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as\namended.\n\n\n\n                                      A-5\n   99\n\n\"Income Tax\" or \"Income Taxes\" means any federal, state, local or foreign Tax or\nTaxes (i) based upon, measured by, or calculated with respect to, net income or\nnet receipts, proceeds or profits, or (ii) based upon, measured by, or\ncalculated with respect to multiple bases (including, without limitation,\ncorporate franchise or occupation Taxes) if such Tax may be based upon, measured\nby, or calculated with respect to one or more bases described in (i) above.\n\n\"Increased Amount\" shall have the meaning defined in Section 1.9(h) of the\nAgreement.\n\n\"Indirect Subsidiaries\" shall have the meaning defined in Paragraph E of\nRecitals on Page 1.\n\n\"Indirectly Owned Stock\" shall have the meaning defined in Section 2.4 of this\nAgreement.\n\n\"Indemnified Party\" shall have the meaning defined in Section 11.4(a) of the\nAgreement.\n\n\"Intangibles Acquired by Asset Purchase\" shall have the meaning defined in\nSection 1.1(f) of the Agreement.\n\n\"Intellectual Property\" shall have the meaning defined in Section 2.16(a) of the\nAgreement.\n\n\"Interim Period\" shall have the meaning defined in Section 9.2(e) of the\nAgreement.\n\n\"Inventory and Supplies Acquired by Asset Purchase\" shall have the meaning\ndefined in Section 1.1(b) of the Agreement.\n\n\"Inventory and Supplies\" means all inventory and supplies that are used, held\nfor use or useful solely or primarily in connection with the operation of the\nBusiness, including without limitation, raw materials, work-in-progress and\nfinished goods, inventory and supplies in transit or on consignment and any and\nall other supplies stored, kept or maintained by or on behalf of Seller and its\nSubsidiaries, wherever located.\n\n\"Investment Plan Participants\" shall have the meaning defined in Section 9.2(f)\nof the Agreement.\n\n\"Knowledge,\" \"to the Knowledge of\" or words of like import mean that the party\nto which the statement is attributed is actually aware of the particular fact or\nother matter to which the statement refers. Seller will be deemed to have\n\"Knowledge\" of a particular fact or other matter if any Person listed on\nSchedule A has knowledge of such fact or other matter.\n\n\"Leased Real Property\" means all of Seller's and its Subsidiaries' leasehold\ninterest in and to the real property described in Section 2.13(c) of the\nDisclosure Schedule.\n\n\"Liabilities\" means any liabilities or obligations of any kind whatsoever,\nincluding without limitation, liabilities based on negligence or strict\nliability whether known or unknown, liquidated or contingent, or any claims or\ndemands based thereon or attributable thereto.\n\n\"Lowest-Cost Commercially Reasonable\" shall have the meaning defined in Section\n11.3(g)(iii) of the Agreement.\n\n\n\n                                      A-6\n   100\n\n\"Losses\" shall have the meaning defined in Section 11.1 of the Agreement.\n\n\"Management Incentive Plan\" shall have the meaning defined in Section 9.2(i) of\nthe Agreement.\n\n\"Material Adverse Effect\" shall mean any change, event or occurrence which is\nmaterially adverse to the assets, liabilities, business, financial condition or\nresults of operations of the Business taken as a whole.\n\n\"Material Consents\" shall have the meaning defined in Section 6.4(b) of the\nAgreement.\n\n\"Material Contracts\" shall have the meaning defined in Section 2.14 of the\nAgreement.\n\n\"May 31, 2000 Balance Sheet\" shall have the meaning defined in Section 1.9(a) of\nthe Agreement.\n\n\"May 31, 2000 Working Capital Statement\" shall have the meaning defined in\nSection 1.9(c) of the Agreement.\n\n\"Net Working Capital\" shall have the meaning defined in Section 1.9(c) of the\nAgreement.\n\n\"On-Site Claim\" shall have the meaning defined in Section 11.3(i) of the\nAgreement.\n\n\"Other Tangible Property Acquired by Asset Purchase\" shall have the meaning\ndefined in Section 1.1(c) of the Agreement.\n\n\"Other Tangible Property\" means all the tangible property, other than Inventory\nand Supplies, owned by Seller and its affiliates and used or useful solely or\nprimarily in connection with the operation of the Business, including without\nlimitation, all leasehold improvements, equipment, furniture and fixtures,\nmachinery, vehicles, tools and other fixed assets and all related thereto\nincluding operating and engineering records.\n\n\"Owned Real Property\" means all of Seller's and its Subsidiaries' right, title\nand interest in the real property described in Section 2.13(a) of the Disclosure\nSchedule, together with all buildings, improvements, fixtures and appurtenances\nthereto.\n\n\"Party\" or \"parties\" shall refer to Buyer and Seller, as the specific context\nrequires.\n\n\"Permits\" shall have the meaning defined in Section 2.15 of the Agreement.\n\n\"Permitted Encumbrances\": means: (i) liens for taxes, assessments or\ngovernmental charges not yet due and payable, or being diligently contested in\ngood faith and by appropriate proceedings (ii) Encumbrances (other than\nmortgages, security interests, deeds of trust or pledges) which do not,\nindividually or in the aggregate, materially interfere with the present use of\nthe Assets, and which do not materially detract from their value, (iii) liens\nimposed by law, such as carriers', warehousemen's and mechanics' liens with\nrespect to which the underlying obligations are not delinquent or being\ndiligently contested in good faith and by appropriate proceedings, (iv) purchase\nmoney security interest for the purchase or leasing of office equipment,\ncomputers, \n\n\n\n                                      A-7\n   101\n\nvehicles and other items of tangible personal property, (v) zoning, entitlement\nor other land use regulations, (vi) items that are reflected on any current or\nupdated survey of the Owned or Leased Real Property that has been provided to\nBuyer prior to the date of this Agreement, and (vii) all Encumbrances (other\nthan mortgages, security interests, deeds of trust or pledges) disclosed in\npolicies of title insurance or title commitments that have been provided to\nBuyer prior to the date of this Agreement.\n\n\"PBGC\" shall have the meaning defined in Section 2.19(b).\n\n\"Person\" means any individual, partnership, firm, corporation, limited liability\ncompany, association, trust, unincorporated organization or other entity.\n\n\"Post-Closing Tax Period\" means any Taxable Period beginning after the Closing\nDate; and, with respect to a Taxable Period that begins on or before the Closing\nDate and ends thereafter, the portion of such Taxable Period beginning after the\nClosing Date.\n\n\"Pre-Closing Tax Period\" means any Taxable Period ending on or before the\nClosing Date; and, with respect to a Taxable Period that begins on or before the\nClosing Date and ends thereafter, the portion of such Taxable Period beginning\non or before the Closing Date and ending on the Closing Date.\n\n\"Prohibited Activities\" shall have the meaning defined in Section 9.13 of the\nAgreement.\n\n\"Purchase\" shall have the meaning defined in Paragraph G of Recitals on Page 1.\n\n\"Purchase Price\" shall have the meaning defined in Section 1.6 of the Agreement.\n\n\"Real Property Acquired by Asset Purchase\" shall have the meaning defined in\nSection 1.1(a) of the Agreement.\n\n\"Receivables\" means all accounts receivable of the Business owed to Seller or\nits Subsidiaries on the Closing Date.\n\n\"Receivables Acquired by Asset Purchase\" shall have the meaning defined in\nSection 1.1(d) of the Agreement.\n\n\"Reduction Amount\" shall have the meaning defined in Section 1.9(g) of the\nAgreement.\n\n\"Release\" means any spilling, emitting, leaking, pumping, pouring, emptying,\nescaping, leaching, dumping or disposing, injecting, depositing, or discharging\nin, onto, into or through the environment (including ambient air, surface water,\ngroundwater, or soils); it being understood that a Release shall include the\nabandonment or discarding of barrels, containers and other closed receptacles\ncontaining any Hazardous Material.\n\n\"Reorganization\" means (i) the intercompany sales by BFGoodrich Chemical Belgie\nBVBA to BFGoodrich Chemical Holding B.V. (Netherlands) of the stock of (a)\nGoodrich Holding UK Ltd. and (b) BFGoodrich Holding S.A. (France), (ii) the\ncontribution of certain assets by BFGoodrich Diamalt GmbH (Germany)(\"Diamalt\")\nto a German partnership to be acquired or formed by\n\n\n\n                                      A-8\n   102\n\nDiamalt and related transactions, (iii) the conversion of BFGoodrich Chemical\nSpain S.A. from S.A. into an S.L.; and (iv) the merger of International\nBFGoodrich Technology Corporation into Mitech Holding Corporation.\n\n\"Representatives\" shall have the meaning defined in Section 4.4 of the\nAgreement.\n\n\"Resolution Period\" shall have the meaning defined in Section 1.9(e) of the\nAgreement.\n\n\"Retained Intellectual Property\" shall have the meaning defined in Section\n1.2(j) of the Agreement.\n\n\"Salaried Pension Plan Participants\" shall have the meaning defined in Section\n9.2(e) of the Agreement.\n\n\"Sale Assets\" shall have the meaning defined in Section 1.1 of the Agreement.\n\n\"Sale\" shall have the meaning defined in Paragraph G of Recitals on Page 1.\n\n\"Seller Group\" means, with respect to Federal Taxes, the affiliated group of\ncorporations (as defined in Section 1504(a) of the Code) of which Seller is a\nmember, and with respect to Taxes other than Federal Taxes, any affiliated,\nconsolidated, combined or unitary group of which Seller or any of its affiliates\nis a member.\n\n\"Seller's Closing Working Capital Statement\" shall have the meaning defined in\nSection 1.9(c) of the Agreement.\n\n\"Seller's Outside Date\" shall have the meaning defined in Section 8.3 of the\nAgreement.\n\n\"Seller\" shall have the meaning defined in introductory paragraph on Page 1.\n\n\"Seller Note\" shall have the meaning defined in Section 1.6 of the Agreement.\n\n\"Stock\" shall have the meaning defined in Section 1.1 of the Agreement.\n\n\"Stock Group\" shall have the meaning defined in Recital E on Page 1.\n\n\"Stock Selling Subsidiaries\" shall have the meaning defined in Recital B on Page\n1.\n\n\"Stock Subsidiaries\" shall have the meaning defined in Recital C on Page 1.\n\n\"Subsidiaries\" shall have the meaning defined in Paragraph F of Recitals on Page\n1.\n\n\"Survival Period\" shall have the meaning defined in Section 11.5 of the\nAgreement.\n\n\"Tax\" means any federal, state, local, or foreign income, gross receipts,\nlicense, payroll, employment, excise, severance, stamp, occupation, premium,\nwindfall profits, environmental, customs duties, capital stock, franchise,\nprofits, withholding, social security (or similar), unemployment, disability,\nreal property, personal property, sales, use, transfer, registration, value\n\n\n                                      A-9\n   103\n\nadded, alternative or add-on minimum, estimated, or other tax of any kind\nwhatsoever, including any interest, penalty, or addition thereto, whether\ndisputed or not.\n\n\"Tax Asset\" means any net operating loss, net capital loss, investment tax\ncredit, foreign tax credit, charitable deduction or any other credit or tax\nattribute that could be carried forward or back to reduce Taxes (including\nwithout limitation deductions and credits related to alternative minimum Taxes).\n\"Tax Group\" shall have the meaning defined in Section 2.20(a) of the Disclosure\nSchedule.\n\n\"Tax Return\" means any return, declaration, report, claim for refund, or\ninformation return or statement relating to Taxes, including any schedule or\nattachment thereto, and including any amendment thereof.\n\n\"Tax Sharing Agreements\" means all existing agreements or arrangements (whether\nor not written) binding any member of the Stock Group that provide for the\nallocation, apportionment, sharing or assignment of any Tax liability or\nbenefit, or the transfer or assignment of income, revenues, receipts, or gains\nfor the purpose of determining any person's Tax liability.\n\n\"Taxable Period\" means any period for which Taxes are owed to a federal, state,\nlocal or foreign taxing authority, or for which a Tax Return is required to be\nfiled by Seller, any Subsidiary or Buyer.\n\n\"Textile Consolidation Project\" shall have the meaning defined in Section 4.13\nof the Agreement.\n\n\"Textile Dyes Facilities\" shall have the meaning defined in Section 1.2(o) of\nthe Agreement.\n\n\"Third-Party Claim\" shall have the meaning defined in Section 11.4(b) of the\nAgreement.\n\n\"Transaction\" shall have the meaning defined in the Agreements section on Page\n1.\n\n\"Transfer Date\" shall have the meaning defined in Section 9.2(f) of the\nAgreement.\n\n\"Transition Arrangements\" means The B.F. Goodrich Company Performance Materials\nTransition Arrangements Plan, as disclosed on Schedule 9.2(d).\n\n\"Transition Services Agreement\" shall have the meaning defined in Section 9.9 of\nthe Agreement.\n\n\n                                      A-10\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7661,8381],"corporate_contracts_industries":[9451,9476],"corporate_contracts_types":[9623,9622],"class_list":["post-43223","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-goodrich-corp","corporate_contracts_companies-noveon-inc","corporate_contracts_industries-manufacturing__chemicals","corporate_contracts_industries-aerospace__space","corporate_contracts_types-planning__asset","corporate_contracts_types-planning"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43223","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43223"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43223"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43223"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43223"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}