{"id":43511,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/purchase-agreement-enpro-industries-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"purchase-agreement-enpro-industries-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/purchase-agreement-enpro-industries-inc.html","title":{"rendered":"Purchase Agreement – EnPro Industries Inc."},"content":{"rendered":"

PURCHASE AGREEMENT<\/strong><\/p>\n

\n

BY AND BETWEEN<\/strong><\/p>\n

\n

CORROSION CONTROL CORPORATION,
\nGARLOCK (GREAT BRITAIN) LIMITED,
\nGARLOCK GmbH,
\nENPRO LUXEMBOURG HOLDING COMPANY
\nand
\nCOLTEC INDUSTRIES PACIFIC PTE LTD
\n(the “Buyer Entities”)<\/strong><\/p>\n

\n

AND<\/strong><\/p>\n

\n

PIPELINE SEAL AND INSULATOR, INC.,
\nTEXAS PLASTICOTE, INC.,
\nGPP GLOBAL PIPELINE PRODUCTS LTD,
\nCPI COMMERCIAL PLASTIC INDUSTRIES LTD,
\nARNOLD STEVENS
\nand
\nDAVID NORDEEN
\n(the “Seller Parties”)<\/strong><\/p>\n

\n

DATED AS OF JANUARY 28, 2011<\/strong><\/p>\n

\n

\n

TABLE OF CONTENTS<\/strong><\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Page<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

SECTION 1. PURCHASE TRANSACTIONS; TERMS OF PAYMENT AND CLOSING<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

1.1 Purchase of Purchased Assets<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

1.2 Seller Excluded Assets<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

3<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

1.3 Procedures for Non-Transferable Assets<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

3<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

1.4 Purchase of Seller Equity Interests<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

4<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

1.5 Seller Foreign Entity Excluded Assets<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

4<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

1.6 U.S. Seller Liabilities<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

5<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

1.7 Seller Foreign Entity Assumed Liabilities<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

5<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

1.8 Closing<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

7<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

1.9 Purchase Price; Manner of Payment<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

7<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

1.10 Closing Obligations<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

8<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

1.11 Closing Net Working Capital<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

10<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

1.12 Post-Closing Payments<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

11<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

1.13 Purchase Price Allocation<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

12<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

1.14 Ad Valorem Taxes<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

12<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

1.15 Transfer Taxes; Filing Fees<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

13<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

1.16 Treatment of Cash; Payment of Outstanding Checks; Deposits<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

13<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

1.17 Escrow<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

13<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 2. REPRESENTATIONS RELATING TO THE SELLER PARTIES AND THE SELLER
\nFOREIGN ENTITIES<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

14<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

2.1 Organization; Good Standing<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

14<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2.2 Authority; Enforceability<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

15<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2.3 Consents and Approvals; No Violation<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

16<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2.4 Seller Equity Interests<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

17<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2.5 Books and Records<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

19<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2.6 Financial Statements; Undisclosed Liabilities<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

19<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2.7 Absence of Certain Changes or Events<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

19<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2.8 Taxes and Tax Returns<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

21<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2.9 Litigation<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

23<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2.10 Permits<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

24<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2.11 Compliance with Law<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

25<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2.12 Environmental Matters<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

25<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2.13 Employee Benefit Plans; ERISA<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

27<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2.14 Employees, Contractors and Consultants; Labor Matters<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

28<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2.15 Insurance<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

30<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2.16 Assets<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

31<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2.17 Real Property<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

32<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2.18 Bank Accounts<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

33<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2.19 Accounts Receivable<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

33<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2.20 Proprietary Rights<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

33<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2.21 Contracts<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

36<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-i-<\/p>\n

\n

\n

TABLE OF CONTENTS<\/strong>
\n(continued)<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Page<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2.22 Inventory<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

37<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2.23 Products and Warranties<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

37<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2.24 Customers; Suppliers<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

38<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2.25 Transactions with Affiliates<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

39<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2.26 Powers of Attorney<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

39<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2.27 Thunderline S.A<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

39<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2.28 Brokers<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

39<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2.29 No Agreement to Sell<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

40<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2.30 Disclaimer<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

40<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 3. REPRESENTATIONS RELATING TO THE OWNERS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

40<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

3.1 Authority; Enforceability<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

40<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

3.2 Consents and Approvals; No Violation<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

40<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

3.3 Litigation<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

41<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

3.4 Brokers<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

41<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 4. REPRESENTATIONS RELATING TO THE BUYER ENTITIES<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

41<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

4.1 Organization<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

41<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

4.2 Authority; Enforceability<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

41<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

4.3 Consents and Approvals; No Violation<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

42<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

4.4 Litigation<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

42<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

4.5 Brokers<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

42<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

4.6 Funds Available<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

42<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

4.7 Financial Status<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

42<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

4.8 Investment Representation<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

42<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

4.9 Disclaimer<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

43<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 5. COVENANTS AND AGREEMENTS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

43<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

5.1 Access to Information<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

43<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

5.2 Operation of the Business<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

44<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

5.3 Approvals and Consents<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

44<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

5.4 Efforts to Satisfy Closing Conditions<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

45<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

5.5 Notification<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

46<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

5.6 Exclusivity<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

46<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

5.7 Employees of the U.S. Sellers<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

46<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

5.8 Employees of Seller Foreign Subsidiaries, GPP and Pipeline Seal U.K.;
\nIndependent Contractors<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

47<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

5.9 Undertaking regarding Business Name<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

49<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

5.10 Accounts Receivable<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

49<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

5.11 Taxes and the Tax Returns<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

50<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

5.12 Transfer of Assets of GPP and Mavei<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

54<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

5.13 Warranty Work<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

56<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-ii-<\/p>\n

\n

\n

TABLE OF CONTENTS<\/strong>
\n(continued)<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Page<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

5.14 Cooperation<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

56<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

5.15 Waiver of Bulk Sale Laws<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

56<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

5.16 Environmental Compliance<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

56<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

5.17 Canusa Settlement Agreement<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

56<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

5.18 U.K. Lease<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

57<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

5.19 Malaysian JV<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

57<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

5.20 Certain Liabilities Relating to Accrued Vacation\/Holiday and Sick Days\n<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

57<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 6. CLOSING CONDITIONS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

57<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

6.1 Mutual Conditions<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

57<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

6.2 Seller Parties153 Conditions<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

58<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

6.3 Buyer Entities153 Conditions<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

58<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 7. INDEMNIFICATION<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

61<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

7.1 Seller Parties153 Agreement to Indemnify<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

61<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

7.2 Buyer153s Agreement to Indemnify<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

61<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

7.3 Liability Limitations<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

61<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

7.4 Procedure for Indemnification : Third-Party Claims<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

62<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

7.5 Indemnification Procedure : Direct Claims<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

63<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

7.6 Survival<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

63<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

7.7 Interest<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

64<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

7.8 Escrow Amounts<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

64<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

7.9 [Intentionally Deleted]<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

64<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

7.10 Exclusion of Damages<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

64<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

7.11 Subrogation<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

64<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

7.12 Calculation of Damages<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

64<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

7.13 Exclusive Remedy<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

64<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 8. TERMINATION<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

65<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

8.1 Termination<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

65<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

8.2 Procedure and Effect of Termination<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

65<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 9. GENERAL PROVISIONS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

66<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

9.1 Construction<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

66<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

9.2 Expenses<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

66<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

9.3 Amendment and Modification<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

66<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

9.4 Waiver of Compliance; Consents<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

66<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

9.5 Sellers153 Representative<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

67<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

9.6 Buyer153s Representative<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

67<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

9.7 Notices<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

67<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

9.8 Publicity<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

68<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

9.9 Assignment; No Third-Party Rights<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

68<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-iii-<\/p>\n

\n

\n

TABLE OF CONTENTS<\/strong>
\n(continued)<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Page<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

9.10 Governing Law; Jurisdiction<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

69<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

9.11 Further Assurances; Records<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

69<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

9.12 Severability<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

69<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

9.13 Currency; Exchange Rate<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

69<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

9.14 Counterparts<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

70<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

9.15 Electronic Signatures<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

70<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

9.16 Entire Agreement<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

70<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Definitions Appendix<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

A-1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Schedules<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Exhibits<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

-iv-<\/p>\n

\n

\n

PURCHASE AGREEMENT<\/strong><\/p>\n

\n

This PURCHASE AGREEMENT, <\/strong>dated as of January 28, 2011 (as
\namended in accordance with the terms hereof, this “Agreement<\/u>“), is
\nbetween Corrosion Control Corporation<\/strong>, a Colorado corporation
\n(the “Buyer<\/u>“), Garlock (Great Britain) Limited<\/strong>, a United
\nKingdom company (the “U.K. Buyer<\/u>“), Garlock GmbH<\/strong>, a
\nGerman company (the “German Buyer<\/u>“), EnPro Luxembourg Holding
\nCompany<\/strong>, a Luxembourg company (the “Luxembourg Buyer<\/u>“) and
\nColtec Industries Pacific PTE LTD<\/strong>, a Singapore company (the
\n“Singapore Buyer<\/u>“), on the one hand, and Pipeline Seal and
\nInsulator, Inc.<\/strong>, a Nevada corporation (“PSI<\/u>“), Texas
\nPlasticote, Inc.<\/strong>, a Nevada corporation (“TPI;<\/u>” together with
\nPSI, the “U.S. Sellers<\/u>“), GPP Global Pipeline Products
\nLtd<\/strong>, an Irish company (“GPP;<\/u>” and together with PSI and TPI, the
\n“Sellers<\/u>“), CPI Commercial Plastic Industries Ltd<\/strong>, an
\nIrish company (“Commercial Plastics<\/u>“), and Arnold
\nStevens<\/strong>, an individual resident of Nevada (“Stevens;<\/u>” and
\ncollectively with PSI, GPP and Commercial Plastics, the “Selling
\nShareholders<\/u>“), and David Nordeen<\/strong>, an individual resident
\nof Nevada (“Nordeen<\/u>;” and together with Stevens, the “Owners<\/u>“), on
\nthe other hand. Barham Industries Corp., a Nevada corporation and the sole
\nshareholder of Commercial Plastics and GPP (“Barham<\/u>“), is a party to this
\nAgreement solely for purposes of providing indemnification jointly and severally
\nwith the Seller Parties pursuant to Section 7 <\/strong>hereof. As used
\nin this Agreement, the term “Buyer Entities<\/u>” means, collectively, the
\nBuyer, the U.K. Buyer, the German Buyer, the Luxembourg Buyer and the Singapore
\nBuyer, and the term “Seller Parties<\/u>” means collectively, PSI, TPI, GPP,
\nCommercial Plastics, Stevens and Nordeen.<\/p>\n<\/p>\n

Background Statement<\/strong><\/p>\n

\n

The Sellers and the Seller Foreign Entities are engaged in the design,
\nmanufacture, packaging, sale and distribution of sealing and related products,
\npipeline accessories, and signage systems including for use in the oil and gas
\nand water\/wastewater treatment industries (the “Business<\/u>“). The Owners
\nown, directly or indirectly, all of the outstanding equity of each of the
\nSellers. The Sellers desire to sell, and the Buyer desires to purchase, the
\nassets, properties, rights and business owned by the Sellers and used in the
\nBusiness. In addition, the parties desire that all of the issued and outstanding
\nequity interests owned, directly or indirectly, by the Selling Shareholders in
\nthe Seller Foreign Entities be acquired by the Buyer Entities as further set
\nforth herein. The purpose of this Agreement is to set forth the terms and
\nconditions of these transactions. Capitalized terms used in this Agreement and
\nnot defined in the text hereof have the meanings given to them in the
\nDefinitions Appendix <\/strong>hereto.<\/p>\n<\/p>\n

Statement of Agreement<\/strong><\/p>\n

\n

The parties hereto agree as follows:<\/p>\n<\/p>\n

Section 1<\/u><\/strong>. Purchase Transactions; Terms of
\nPayment and Closing.<\/strong><\/p>\n<\/p>\n

1.1 Purchase of Purchased Assets<\/u>. On the terms and subject to the
\nconditions set forth in this Agreement, effective at the Effective Time, the
\nU.S. Sellers agree to sell, assign, transfer and deliver, free and clear of all
\nLiens other than Permitted Encumbrances, to the Buyer, and the Buyer agrees to
\npurchase, all of the Purchased Assets. The “Purchased Assets<\/u>” are all of\n<\/p>\n<\/p>\n

\n

the assets, properties, rights and business of the U.S. Sellers, real,
\npersonal, tangible and intangible, wherever located, and all of the U.S.
\nSellers153 rights related thereto, in each case other than the Seller Equity
\nInterests sold pursuant to Section 1.4 <\/strong>and the Seller Excluded
\nAssets, as of the Effective Time. The Purchased Assets include, without
\nlimitation, all of the U.S. Sellers153 legal and beneficial right, title and
\ninterest, as of the Effective Time, to and in each of the following:<\/p>\n<\/p>\n

(a) all tangible assets owned, leased or otherwise used by the U.S. Sellers,
\nincluding machines, equipment, tools, spare parts, computer hardware, data
\nprocessing and telecommunications equipment, furniture, office equipment,
\nvehicles and other equipment, and all contract rights (including any express or
\nimplied warranties) with respect thereto;<\/p>\n<\/p>\n

(b) all Accounts Receivable of the U.S. Sellers other than Intercompany
\nAccounts Receivable (the “Seller Accounts Receivable<\/u>“);<\/p>\n<\/p>\n

(c) all inventories of the U.S. Sellers;<\/p>\n<\/p>\n

(d) all Permits used by the U.S. Sellers related to the Business that are
\ntransferable pursuant to their terms;<\/p>\n<\/p>\n

(e) all Proprietary Rights of the U.S. Sellers (the “Seller Proprietary
\nRights<\/u>“), including all telephone, telecopy and e-mail addresses and
\nlistings of the U.S. Sellers; and all domain names and subdomain names of the
\nU.S. Sellers;<\/p>\n<\/p>\n

(f) all Software of the U.S. Sellers;<\/p>\n<\/p>\n

(g) all Seller Contracts of the U.S. Sellers except for those that are Seller
\nExcluded Contracts (the “Seller Purchased Contracts<\/u>“), all rights arising
\nout of all Seller Purchased Contracts, and all copies of Seller Purchased
\nContracts and of correspondence related thereto held by the U.S. Sellers,
\nprovided<\/u>, that the U.S. Sellers shall be permitted to retain copies of
\nsame for their records;<\/p>\n<\/p>\n

(h) all insurance benefits of the U.S. Sellers relating to the Purchased
\nAssets and the Assumed Liabilities;<\/p>\n<\/p>\n

(i) all files, books and records, documents, plans, proposals and other
\nrecorded knowledge of the U.S. Sellers, including client and customer records,
\nresearch and development records, production reports and records, warranty
\nrecords, equipment logs, operating guides and manuals, financial and accounting
\nrecords, training materials, advertising, promotional, and marketing materials,
\nand other similar documents and records and, subject to Law, copies of all
\npersonnel and other records of the U.S. Sellers that are described in
\nSection 1.2(d)<\/strong>;<\/p>\n<\/p>\n

(j) all claims and rights of the U.S. Sellers related to the Business,
\nincluding all claims and rights of the U.S. Sellers against third parties
\nrelated to the Business, and all rights of the U.S. Sellers for deposits and
\nprepaid expenses, claims for refunds (other than Taxes) and rights of offset of
\nthe U.S. Sellers related to the Business; and<\/p>\n<\/p>\n

2<\/p>\n

\n

\n

(k) the Business as a going concern and all of the goodwill associated with
\nsuch Business.<\/p>\n<\/p>\n

1.2 Seller Excluded Assets<\/u>. Notwithstanding anything in
\nSection 1.1 <\/strong>to the contrary, the Purchased Assets do not
\ninclude the following assets of the U.S. Sellers (the “Seller Excluded
\nAssets<\/u>“; and collectively with the Seller Foreign Entity Excluded Assets set
\nforth in Section 1.5<\/strong>, the “Excluded Assets<\/u>“), all of
\nwhich will be retained by the U.S. Sellers:<\/p>\n<\/p>\n

(a) the rights arising under the Seller Contracts listed on Schedule
\n1.2(a)<\/strong> (collectively, the “Seller Excluded Contracts<\/u>“);<\/p>\n<\/p>\n

(b) all cash and cash equivalents, except to the extent necessary to fund
\nOutstanding Checks as of the Effective Time;<\/p>\n<\/p>\n

(c) all corporate minute books, corporate seals, stock records and Tax
\nReturns of the U.S. Sellers;<\/p>\n<\/p>\n

(d) all records of the U.S. Sellers that the U.S. Sellers, pursuant to Law,
\nare required to retain in their possession;<\/p>\n<\/p>\n

(e) all claims and rights to Tax refunds, Tax credits, and Tax deposits
\n(excluding ad valorem taxes) of the U.S. Sellers, but in each case only to the
\nextent such refunds, claims, credits or deposits relate to a period ending at or
\nprior to Closing;<\/p>\n<\/p>\n

(f) all Intercompany Accounts Receivable;<\/p>\n<\/p>\n

(g) all assets and rights of the U.S. Sellers with respect to the Seller
\nEmployee Plans and Seller Benefit Obligations; and<\/p>\n<\/p>\n

(h) the assets, rights and properties of the U.S. Sellers specifically set
\nforth in Schedule 1.2(h)<\/strong>.<\/p>\n<\/p>\n

1.3 Procedures for Non-Transferable Assets<\/u>. If any Material Contracts
\nor any property or rights included in the Purchased Assets are not assignable or
\ntransferable either by virtue of the provisions thereof or under Law without the
\nConsent of any Person that has not been obtained as of the Closing, (i) this
\nAgreement and the related instruments of transfer shall not constitute an
\nassignment or transfer thereof and the Buyer Entities shall not assume the
\nobligations of the U.S. Sellers or the Seller Foreign Entities with respect
\nthereto, and (ii) the Seller Parties will use their commercially reasonable best
\nefforts to obtain, as soon as possible after the Closing, any such Consents
\nrequested by a Buyer Entity and assign such Material Contracts or other property
\nor rights to the Buyer or one of the other Buyer Entities (as determined by the
\nBuyer) on the effective date for any such Consent obtained. With respect to any
\nMaterial Contract, property or right for which a necessary Consent has not
\npreviously been obtained, if requested by a Buyer Entity, the Seller Parties
\nwill enter into any reasonable arrangement with the Buyer Entities that is
\ndesigned to give the Buyer Entities the practical benefits of such Contract,
\nproperty or right, without any additional mark-up or other cost to the Buyer
\nEntities.<\/p>\n<\/p>\n

3<\/p>\n

\n

\n

1.4 Purchase of Seller Equity Interests<\/u>.<\/p>\n<\/p>\n

(a) On the terms and subject to the conditions set forth in this Agreement,
\neffective as of the Effective Time, (i) Stevens agrees to sell, assign, transfer
\nand deliver to the U.K. Buyer, and the U.K. Buyer agrees to purchase, all of the
\nEquity Interests in Pipeline Seal U.K., (ii) PSI agrees to sell, assign,
\ntransfer and deliver to the Luxembourg Buyer, and the Luxembourg Buyer agrees to
\npurchase, all of PSI153s Equity Interests in the Italian JV, (iii) PSI agrees to
\nsell, assign, transfer and deliver to the Singapore Buyer, and the Singapore
\nBuyer agrees to purchase, all of PSI153s Equity Interests in the Japanese JV, (iv)
\nGPP agrees to sell, assign, transfer and deliver to the Singapore Buyer, and the
\nSingapore Buyer agrees to purchase, all of GPP153s Equity Interests in the
\nMalaysian JV, and (v) Commercial Plastics agrees to sell, assign, transfer and
\ndeliver to the German Buyer, and the German Buyer agrees to purchase, all of the
\nEquity Interests in Franken Plastik, in each case, free and clear of all Liens.\n<\/p>\n<\/p>\n

(b) Each Selling Shareholder declares that for so long as it remains the
\nregistered holder of any of the Seller Equity Interests transferred pursuant to
\nthis Section 1.4 <\/strong>after Closing, it shall (i) hold such Equity
\nInterests and the dividends and other distributions of profits or surplus or
\nother assets declared, paid or made in respect of them after Closing and all
\nrights arising out of or in connection with them, in trust for the Buyer
\nEntities and any successors in title to the Buyer Entities, and (ii) deal with
\nand dispose of such Equity Interests and all such dividends, distributions and
\nrights as are described in this Section 1.4(b)<\/strong> as the Buyer
\nEntities or any such successor may direct. The Selling Shareholders appoint the
\nBuyer Entities as their lawful attorneys for the purpose of signing any written
\nresolution (or receiving notices of and attending and voting at all meetings) of
\nthe Equity Interest holders of the Seller Foreign Subsidiaries, Pipeline Seal
\nU.K. and the Seller Foreign JVs from Closing to the day on which the Buyer
\nEntities or their nominees are entered in the register of Equity Interest
\nholders of the relevant Seller Foreign Subsidiaries, Pipeline Seal U.K. and the
\nSeller Foreign JVs as the holder of such Equity Interests.<\/p>\n<\/p>\n

1.5 Seller Foreign Entity Excluded Assets<\/u>. The parties agree that,
\nimmediately prior to the Effective Time, the Seller Foreign Subsidiaries and
\nPipeline Seal U.K. shall distribute the following assets to the Selling
\nShareholders (collectively, the “Seller Foreign Entity Excluded Assets<\/u>“)
\nand shall transfer to the Selling Shareholders valid and legal title to such
\nassets, pursuant to such instruments of sale, transfer, conveyance and
\nassignment as the Selling Shareholders reasonably determine are necessary to
\ntransfer, convey and assign such assets (provided that the Selling Shareholders
\nshall provide such documentation to the Buyer for its approval prior to the
\nClosing, which approval shall not be unreasonably withheld):<\/p>\n<\/p>\n

(a) all cash and cash equivalents of the Seller Foreign Subsidiaries and
\nPipeline Seal U.K., except to the extent necessary to fund Outstanding Checks as
\nof the Effective Time;<\/p>\n<\/p>\n

(b) those Seller Foreign Entity Contracts, if any, set forth on
\nSchedule 1.5(b)<\/strong> (collectively, the “Seller Foreign Entity
\nExcluded Contracts<\/u>“) and the rights arising thereunder;<\/p>\n<\/p>\n

(c) the Intercompany Accounts Receivable of the Seller Foreign Subsidiaries
\nand Pipeline Seal U.K.; and<\/p>\n<\/p>\n

4<\/p>\n

\n

\n

(d) the assets, rights and properties of the Seller Foreign Subsidiaries and
\nPipeline Seal U.K., if any, specifically set forth on Schedule
\n1.5(d)<\/strong>.<\/p>\n<\/p>\n

1.6 U.S. Seller Liabilities<\/u>. On the terms and subject to the
\nconditions of this Agreement, the Buyer Entities will assume only the following
\nobligations and liabilities of the U.S. Sellers, effective as of the Effective
\nTime (the “Assumed Liabilities<\/u>“):<\/p>\n<\/p>\n

(a) the current account payable liabilities of the type set forth on
\nSchedule 1.6(a)<\/strong> (other than Intercompany Accounts Payable) (the
\n“Trade Accounts Payable<\/u>“) of the U.S. Sellers and liabilities for accrued
\nvacation\/holiday for Transferred Employees, in each case only to the extent
\nincurred by the U.S. Sellers in connection with their operation of the Business
\nin the Ordinary Course and only to the extent that such liabilities both exist
\nas of the Effective Time and are included in the calculation of Closing Net
\nWorking Capital (except for accrued vacation\/holiday not required by the terms
\nof this Agreement to be included in the calculation of Closing Net Working
\nCapital); and<\/p>\n<\/p>\n

(b) the obligations of the U.S. Sellers arising after the Effective Time
\nunder the Seller Purchased Contracts, except for liabilities (i) for breaches
\nthereof occurring at or before the Effective Time, (ii) under Seller Purchased
\nContracts that are required by the terms of Section 2.21(a)<\/strong> to
\nbe listed on Schedule 2.21(a)<\/strong>, but that are not so listed, and
\n(iii) related to products, goods, or services manufactured, sold or provided
\nprior to the Effective Time.<\/p>\n<\/p>\n

Except for the Assumed Liabilities (and the Seller Foreign Entity Assumed
\nLiabilities as set forth in Section 1.7<\/strong>), the Buyer Entities
\nand their Affiliates will not assume or be liable for any liabilities or
\nobligations of any kind or nature, whether absolute, contingent, accrued, known
\nor unknown, of the Business as conducted prior to the Effective Time by the
\nSeller Parties, the Seller Foreign Subsidiaries or Pipeline Seal U.K. (all
\nliabilities that are not Assumed Liabilities or Seller Foreign Entity Assumed
\nLiabilities, collectively, the “Excluded Liabilities<\/u>“). The Excluded
\nLiabilities include, without limitation, (i) any Environmental Liabilities of
\nthe Sellers, the Seller Foreign Subsidiaries or Pipeline Seal U.K., (ii) any
\nliabilities of the Sellers, the Seller Foreign Subsidiaries and Pipeline Seal
\nU.K. for Taxes (including, without limitation, any Taxes incurred pursuant to
\nSection 1.5, <\/strong>any Taxes related to the release of intercompany
\nliabilities on or before the Closing Date and any VAT related to transactions
\noccurring prior to the Effective Time, other than the Closing VAT Amount which
\nshall be paid pursuant to Section 1.12(b)<\/strong> and the liability for
\nwhich shall constitute a Seller Foreign Entity Assumed Liability), (iii) any
\nliability related to the employment of the employees of the Sellers, the Seller
\nForeign Subsidiaries or Pipeline Seal U.K., including any Change of Control
\nPayments (except for the Assumed Liabilities expressly referenced in
\nSection 1.6(a)<\/strong> and the Seller Foreign Entity Assumed
\nLiabilities expressly referenced in Section 1.7(a)<\/strong>), (iv) any
\nSeller Transaction Expenses, (v) any Closing Indebtedness, (vi) any Warranty
\nLiability or Product Liability, (vii) any liabilities relating to the Mavei
\nBusiness prior to Closing (except for Seller Foreign Entity Assumed Liabilities
\nexpressly referenced in Section 1.7(a)<\/strong>), and (viii) any Seller
\nForeign Entity Excluded Liabilities. The Seller Parties will pay and perform and
\nwill cause their Affiliates to pay and perform, when due, all Excluded
\nLiabilities.<\/p>\n<\/p>\n

1.7 Seller Foreign Entity Assumed Liabilities<\/u>. The parties agree that,
\nupon the transfer of the Seller Equity Interests to the Buyer Entities as of the
\nEffective Time, only the<\/p>\n<\/p>\n

5<\/p>\n

\n

\n

following liabilities shall remain liabilities of the Seller Foreign
\nSubsidiaries and Pipeline Seal U.K. (the “Seller Foreign Entity Assumed
\nLiabilities<\/u>“):<\/p>\n<\/p>\n

(a) the current Trade Accounts Payable (other than Intercompany Accounts
\nPayable) of the Seller Foreign Subsidiaries and Pipeline Seal U.K. and
\nliabilities for accrued vacation\/holiday and sick days (including accrued
\nvacation\/holiday and sick days relating to the Mavei Business) for employees of
\nthe Seller Foreign Subsidiaries and accrued vacation\/holiday for employees of
\nPipeline Seal U.K., in each case, who remain employees of such Persons
\nimmediately following the Effective Time, and in each case only to the extent
\nincurred by the Seller Foreign Subsidiaries and Pipeline Seal U.K. in connection
\nwith their operation of the Business in the Ordinary Course and only to the
\nextent that such liabilities both exist as of the Effective Time and are
\nincluded in the calculation of Closing Net Working Capital (except for such
\naccrued vacation\/ holiday and sick days not required by the terms of this
\nAgreement to be included in the calculation of Closing Net Working Capital), and
\nexcluding any trade accounts payable liabilities relating to the Mavei Business;
\nand<\/p>\n<\/p>\n

(b) the obligations of each Seller Foreign Subsidiary and Pipeline Seal U.K.
\narising after the Effective Time under the Seller Foreign Entity Contracts
\n(other than the Seller Foreign Entity Excluded Contracts), except for
\nliabilities (i) for breaches thereof occurring at or before the Effective Time,
\n(ii) under Seller Foreign Entity Contracts that are required by the terms of
\nSection 2.21(a)<\/strong> to be listed on Schedule
\n2.21(a)<\/strong> but that are not so listed, and (iii) related to products,
\ngoods or services manufactured, sold or provided prior to the Effective Time.\n<\/p>\n<\/p>\n

The Seller Parties shall pay and perform, on or before the date due, all
\nliabilities and obligations of the Seller Foreign Subsidiaries and Pipeline Seal
\nU.K. of any kind or nature, whether absolute, contingent, accrued, known or
\nunknown, relating to the period prior to the Effective Time that are not Seller
\nForeign Entity Assumed Liabilities (all liabilities of the Seller Foreign
\nSubsidiaries and Pipeline Seal U.K. that are not Seller Foreign Entity Assumed
\nLiabilities are, collectively, the “Seller Foreign Entity Excluded
\nLiabilities<\/u>“), and neither the Seller Foreign Subsidiaries nor Pipeline Seal
\nU.K. shall be subject to or liable after the Closing for any of the Seller
\nForeign Entity Excluded Liabilities. To the extent that such Seller Foreign
\nEntity Excluded Liabilities are capable of being paid or performed prior to the
\nClosing Date (including, without limitation, payment of payroll through the
\nClosing Date for employees of the Sellers, the Seller Foreign Subsidiaries and
\nPipeline Seal U.K.), such Seller Foreign Entity Excluded Liabilities shall be
\npaid or performed by the Seller Parties, the applicable Seller Foreign
\nSubsidiary or Pipeline Seal U.K. prior to the Closing Date. With respect to any
\nSeller Foreign Entity Excluded Liabilities that remain unpaid on or after the
\nClosing Date, the Seller Parties agree (i) to the extent that such Seller
\nForeign Entity Excluded Liabilities have not been paid by the Buyer Entities,
\nthe Seller Foreign Subsidiaries or Pipeline Seal U.K. after the Closing Date, to
\ndischarge directly such Seller Foreign Entity Excluded Liabilities then due
\nwithin 15 days after the Sellers153 Representative receives from a Buyer Entity
\n(a) evidence in writing reasonably satisfactory to the Sellers153 Representative
\nof the existence of such liability and (b) evidence reasonably satisfactory to
\nthe Sellers153 Representative that such liability is a Seller Foreign Entity
\nExcluded Liability; and (ii) to the extent that such Seller Foreign Entity
\nExcluded Liabilities have been paid by the Buyer Entities, a Seller Foreign
\nSubsidiary, Pipeline Seal U.K. or any of their Affiliates after the Closing
\nDate, to reimburse the Buyer Entities, the applicable Seller Foreign Subsidiary,
\nPipeline Seal U.K. or the applicable Affiliate thereof for such<\/p>\n<\/p>\n

6<\/p>\n

\n

\n

payments within 15 days after the Sellers153 Representative receives from a
\nBuyer Entity (a) evidence in writing of the existence of such liability and the
\npayment therefor by a Buyer Entity, the applicable Seller Foreign Subsidiary,
\nPipeline Seal U.K. or any of their Affiliates, such evidence to be reasonably
\nsatisfactory to the Sellers153 Representative, and (b) evidence reasonably
\nsatisfactory to the Sellers153 Representative that such liability is a Seller
\nForeign Entity Excluded Liability.<\/p>\n<\/p>\n

1.8 Closing<\/u>. The closing (the “Closing<\/u>“) of the transactions
\ncontemplated by this Agreement will take place at the offices of the Buyer on
\nthe date that is two Business Days after the satisfaction or waiver of all of
\nthe conditions set forth in Section 6 <\/strong>(other than those that by
\ntheir terms are to be satisfied at the Closing) or such other location and date
\nas mutually agreed by the parties. The Closing will be effective as of 11:59
\np.m. on the Closing Date (the “Effective Time<\/u>“), and all actions
\nscheduled in this Agreement to take place at the Closing shall be deemed to
\noccur simultaneously at such time.<\/p>\n<\/p>\n

1.9 Purchase Price; Manner of Payment<\/u>.<\/p>\n<\/p>\n

(a) In exchange for the sale of the Purchased Assets to the Buyer and the
\nsale of the Seller Equity Interests to the Buyer Entities, subject to the terms
\nand conditions set forth herein, the Buyer will pay to the Sellers and the other
\nSelling Shareholders an aggregate amount equal to $100,000,000 (the
\n“Purchase Price<\/u>“), minus<\/u> the amount, if any, by which the final
\nClosing Net Working Capital as determined pursuant to Section 1.11
\n<\/strong>is less than the Target Net Working Capital.<\/p>\n<\/p>\n

(b) Omitted.<\/p>\n<\/p>\n

(c) Closing Payment<\/u>. At the Closing, the Buyer Entities (or their
\nAffiliates) will make the following payments (together, the “Closing
\nPayment<\/u>“):<\/p>\n<\/p>\n

(i) $5,000,000 (the “Escrow Amount<\/u>“) will be deposited with Wells
\nFargo Bank, National Association (the “Escrow Agent<\/u>“), to be held
\npursuant to the terms of an escrow agreement in the form of Exhibit A
\n<\/strong>(the “Escrow Agreement<\/u>“), entered into by the Buyer, the
\nSellers153 Representative, and the Escrow Agent;<\/p>\n<\/p>\n

(ii) $95,000,000, less the sum of (v) the amount of Closing Indebtedness, (w)
\nthe amount of any Change of Control Payments, (x) the amount of Seller
\nTransaction Expenses, (y) the amount of Unpaid 2010 Bonuses and Commissions, and
\n(z) if required pursuant to Section 5.8(b)<\/strong>, the Eiber Estimated
\nSettlement Amount, will be paid to the Sellers153 Representative (for the benefit
\nof the Seller Parties) by wire transfer of immediately available funds to an
\naccount designated in writing by the Sellers153 Representative;<\/p>\n<\/p>\n

(iii) the amount of the Closing Indebtedness shall be paid to the Sellers153
\nLenders in accordance with the instructions set forth in the Payoff Letters;\n<\/p>\n<\/p>\n

(iv) the Seller Transaction Expenses shall be paid to each provider of
\nservices set forth in the Payoff Letters;<\/p>\n<\/p>\n

7<\/p>\n

\n

\n

(v) the Change of Control Payments shall be paid to the parties required to
\nreceive such payments as set forth on Schedule 1.9(c)(v)<\/strong>; and\n<\/p>\n<\/p>\n

(vi) the Unpaid 2010 Bonuses and Commissions shall be paid to the parties
\nentitled to receive such payments as set forth on Schedule
\n1.9(c)(vi)<\/strong>.<\/p>\n<\/p>\n

The Seller Parties will deliver to the Buyer evidence of receipt of the
\nClosing Payment (including the amount of the Closing Indebtedness, the Seller
\nTransaction Expenses, the Change of Control Payments) and of payment of the
\nUnpaid 2010 Bonuses and Commissions, and evidence of the payment of any payroll
\namounts owed to employees of the Sellers, the Seller Foreign Subsidiaries and
\nPipeline Seal U.K. on account of any period ending on or prior to the Closing
\nDate, in each case, reasonably satisfactory to the Buyer.<\/p>\n<\/p>\n

1.10 Closing Obligations<\/u>. At the Closing:<\/p>\n<\/p>\n

(a) The Seller Parties shall deliver to the Buyer:<\/p>\n<\/p>\n

(i) A Bill of Sale in the form of Exhibit B<\/strong>, executed by the
\nU.S. Sellers (the “U.S. Bill of Sale<\/u>“).<\/p>\n<\/p>\n

(ii) An Assignment and Assumption Agreement in the form of Exhibit C
\n<\/strong>(the “Assignment and Assumption Agreement<\/u>“), executed by the
\nU.S. Sellers.<\/p>\n<\/p>\n

(iii) A Non-Competition, Nondisclosure, and Nonsolicitation Agreement in the
\nForm of Exhibit D <\/strong>(the “Seller Noncompete<\/u>“), executed by
\neach of the Seller Parties.<\/p>\n<\/p>\n

(iv) A Consulting Agreement in the form of Exhibit E<\/strong>,
\nexecuted by Nordeen (the “Nordeen Consulting Agreement<\/u>“).<\/p>\n<\/p>\n

(v) A Consulting Agreement in the form of Exhibit F<\/strong>,
\nexecuted by David Best (the “Best Consulting Agreement<\/u>“; and together
\nwith the Nordeen Consulting Agreement, the “Consulting Agreements<\/u>“).<\/p>\n<\/p>\n

(vi) Omitted.<\/p>\n<\/p>\n

(vii) The Escrow Agreement, executed by the Sellers153 Representative and the
\nEscrow Agent.<\/p>\n<\/p>\n

(viii) An assignment of the Seller Proprietary Rights substantially in the
\nform of Exhibit G <\/strong>executed by the U.S. Sellers and the Owners
\n(the “Seller IP Assignment<\/u>“).<\/p>\n<\/p>\n

(ix) Omitted.<\/p>\n<\/p>\n

(x) Omitted.<\/p>\n<\/p>\n

(xi) A lease in the form of Exhibit H<\/strong>, executed by Lapeer
\nProperties, Inc. (the “Houston Lease<\/u>“).<\/p>\n<\/p>\n

8<\/p>\n

\n

\n

(xii) A lease in the form of Exhibit I <\/strong>executed by St. Neots
\nProperties Limited (the “U.K. Lease<\/u>“).<\/p>\n<\/p>\n

(xiii) An estoppel certificate in the form of Exhibit J
\n<\/strong>executed by each holder of Equity Interests in the Seller Foreign JVs
\n(the “JV Estoppel Certificates<\/u>“).<\/p>\n<\/p>\n

(xiv) Omitted.<\/p>\n<\/p>\n

(xv) A General Release in the form of Exhibit K <\/strong>executed by
\nthe Seller Parties and their Affiliates (the “General Release<\/u>“).<\/p>\n<\/p>\n

(xvi) Subject to Section 5.19<\/strong>, to the extent the Seller
\nEquity Interests are certificated, certificates representing the Seller Equity
\nInterests, duly endorsed (or accompanied by duly executed stock powers or such
\nother documents of transfer sufficient to transfer such Equity Interests under
\nLaw) to the applicable Buyer Entity.<\/p>\n<\/p>\n

(xvii) To the extent the Seller Equity Interests are not certificated (or as
\notherwise required by Law or requested by the Buyer Entities), assignments or
\nother documents of transfer in form and substance reasonably satisfactory to the
\nBuyer, executed by the applicable Selling Shareholder, sufficient to transfer
\nsuch Equity Interests to the applicable Buyer Entity under Law (the “Equity
\nTransfer Documents;<\/u>” and collectively with the U.S. Bill of Sale, the Seller
\nNoncompete, the Consulting Agreements, the Escrow Agreement, the Houston Lease,
\nthe U.K. Lease, the Assignment and Assumption Agreement and the Seller IP
\nAssignment, the “Primary Transaction Agreements<\/u>“).<\/p>\n<\/p>\n

(xviii) Individual payoff letters, in form and substance reasonably
\nsatisfactory to the Buyer (collectively, the “Payoff Letters<\/u>“) from (i)
\neach lender of Closing Indebtedness (the “Sellers153 Lenders<\/u>“) (all of
\nwhich are set forth on Schedule 1.10(a)(xviii)<\/strong>) indicating that
\nupon payment of a specified amount, such lender shall release its Liens and
\nother security interests in, and agree to execute or authorize the execution of
\nUniform Commercial Code termination statements or similar filings in foreign
\njurisdictions necessary to release of record its Liens and other security
\ninterests in, the assets and properties of the Sellers, the Seller Foreign
\nSubsidiaries and Pipeline Seal U.K., and (ii) each provider of services giving
\nrise to a Seller Transaction Expense.<\/p>\n<\/p>\n

(xix) Omitted.<\/p>\n<\/p>\n

(xx) Evidence reasonably satisfactory to the Buyer of termination of that
\ncertain License Agreement dated as of February 28, 2003 between PSI and GPP.\n<\/p>\n<\/p>\n

(xxi) GPP Waiver Agreements executed by each of Yvonne Kelly, Hillary O153Shea,
\nDavid Nordeen and David Best, in the forms attached as Exhibit
\nL<\/strong>.<\/p>\n<\/p>\n

(xxii) Termination Agreement of Link-Seal License and Technical Assistance
\nAgreement in the form of Exhibit M.<\/strong><\/p>\n<\/p>\n

9<\/p>\n

\n

\n

(xxiii) Evidence of the transfer prior to the Closing of substantially all of
\nthe assets of Mavei and GPP (other than the assets listed on Schedules
\n5.12(a)<\/strong> and 5.12(c)<\/strong>) in form and substance reasonably
\nsatisfactory to the Buyer and evidence of the provision of appropriate notices
\nto any employees of Mavei and GPP regarding the Mavei Sale Transaction and the
\nGPP Sale Transaction;<\/p>\n<\/p>\n

(xxiv) A document, notarized in Germany, stating that PSI, as the potential
\nowner of a share in PSI Germany with the nominal value of 10,000 DEM and Franken
\nPlastik as the possible current owner of this share, agree that Franken Plastik
\nis the actual owner of 100% of the shares of PSI Germany and that PSI for
\nreasons of precaution assigns any ownership and other rights it may have in and
\nto this share and any other possibly owned shares in PSI Germany to Franken
\nPlastik without Franken Plastik having to pay any consideration to PSI in return
\ntherefor and that Stevens consents to this transaction;<\/p>\n<\/p>\n

(xxv) Evidence reasonably satisfactory to the Buyer that the Business
\nContracts with Affiliates of the Seller Parties listed on Schedule 2.25
\n<\/strong>have been terminated; and<\/p>\n<\/p>\n

(xxvi) Evidence reasonably satisfactory to the Buyer that the authorized
\nsignatories of the Seller Foreign Subsidiaries and Pipeline Seal U.K. on the
\nbank accounts of such Persons have been changed to such person or persons as
\nrequested by the Buyer and termination of the powers of attorney listed on
\nSchedule 2.26 <\/strong>in favor of David Best and Franz Eiber.<\/p>\n<\/p>\n

(b) The Buyer Entities shall deliver to the Sellers153 Representative (for the
\nbenefit of the Seller Parties):<\/p>\n<\/p>\n

(i) Each payment required to be made by the Buyer Entities to the Sellers153
\nRepresentative at Closing pursuant to Section 1.9<\/strong>.<\/p>\n<\/p>\n

(ii) The Primary Transaction Agreements to be executed by the Buyer Entities,
\neach as executed by the applicable Buyer Entities.<\/p>\n<\/p>\n

(c) Upon consummation of the transactions contemplated by this Agreement at
\nClosing, the parties hereto shall execute a closing memorandum, in the form of
\nExhibit N<\/strong>, in which the Seller Parties and the Buyer Entities
\nconfirm that the Closing has occurred and that the actions required to take
\nplace at Closing have taken place (the “Closing Memorandum<\/u>“).<\/p>\n<\/p>\n

1.11 Closing Net Working Capital<\/u>.<\/p>\n<\/p>\n

(a) Within 30 days after the Closing, the Seller Parties will prepare and
\ndeliver to the Buyer a calculation of Net Working Capital as of the Effective
\nTime (the “Closing Net Working Capital<\/u>“). Each item included in the
\nClosing Net Working Capital shall be calculated in accordance with generally
\naccepted accounting principles as in effect in its jurisdiction of organization
\nfor each of the U.S. Sellers, the Seller Foreign Subsidiaries and Pipeline Seal
\nU.K., and past practices of the Business consistently applied in the same manner
\nas in the Financial Statements. The Closing Net Working Capital calculation will
\ntake into account appropriate reserves as of the Effective Time and physical
\ninventories of each of the U.S. Sellers, the Seller<\/p>\n<\/p>\n

10<\/p>\n

\n

\n

Foreign Subsidiaries and Pipeline Seal U.K. as of January 29 and 30, 2011
\n(adjusted as appropriate for changes in inventory occurring from and after
\nJanuary 30, 2011 through the Effective Time based on the books and records of
\nthe Persons then respectively holding such inventory), and shall be calculated
\nin accordance with the principles and in a manner consistent with the
\ncalculation of Net Working Capital as of the Balance Sheet Date attached as
\nSchedule 1.11(a). <\/strong>Notwithstanding the foregoing, in the event
\nthe Closing does not occur on or prior to February 18, 2011, the Closing Net
\nWorking Capital calculation will take into account physical inventories of each
\nof the U.S. Sellers, the Seller Foreign Subsidiaries and Pipeline Seal U.K.
\nconducted instead as of the Closing Date. Subject to Section
\n5.1<\/strong>, representatives of the Buyer shall have the right to be present at
\nall physical inventories conducted pursuant to this Section
\n1.11(a)<\/strong>.<\/p>\n<\/p>\n

(b) If the Buyer does not accept the Seller Parties153 calculation of the
\nClosing Net Working Capital, the Buyer will give written notice to the Sellers153
\nRepresentative prior to the 30th day after delivery thereof, including therein a
\nreasonably particularized statement of its objection thereto. The Buyer will be
\ndeemed to have accepted the calculation of the Closing Net Working Capital if
\nwritten notice of objection is not delivered by such date. Any notice of
\nobjection will set forth in reasonable detail the basis and the purported amount
\nfor each objection.<\/p>\n<\/p>\n

(c) The Buyer and the Sellers153 Representative shall attempt in good faith to
\nresolve any disagreement related to the calculation of Closing Net Working
\nCapital within 30 days after delivery of any notice of objection pursuant to
\nSection 1.11(b)<\/strong>. If the Buyer and the Sellers153 Representative
\nare unable to resolve such disagreement within 30 days after delivery of the
\nwritten notice, the parties will jointly engage Deloitte Touche Tohmatsu Limited
\n(the “Reviewing Accountant<\/u>“) to resolve the issues in dispute. The
\nReviewing Accountant will apply accounting principles, in accordance with the
\nprovisions of this Section 1.11<\/strong>, to evaluate the issues at hand
\nand will not have the power to alter, modify, amend, add to or subtract from any
\nterm or provision of this Agreement. The parties will instruct the Reviewing
\nAccountant to render its decision within 15 days of the engagement, and such
\ndecision will be binding on the parties. The fees, costs and expenses of the
\nReviewing Accountant will be paid by the Seller Parties, on the one hand, and
\nthe Buyer Entities, on the other hand, in the same proportion that the aggregate
\namount of the disputed items submitted to the Reviewing Accountant that are
\nunsuccessfully disputed by such party, as finally determined by the Reviewing
\nAccountant, bears to the aggregate amount of such disputed items so submitted.
\nThe determination of the Reviewing Accountant will be final and binding on the
\nparties.<\/p>\n<\/p>\n

1.12 Post-Closing Payments<\/u>.<\/p>\n<\/p>\n

(a) Within five Business Days after the calculation of Closing Net Working
\nCapital is deemed final pursuant to Section 1.11<\/strong>, if the Target
\nNet Working Capital exceeds the final Closing Net Working Capital, then the
\nSeller Parties will pay to the Buyer Entities such excess directly by wire
\ntransfer of immediately available funds (and not from the Escrow Amount) to an
\naccount designated in writing by the Buyer for such purpose.<\/p>\n<\/p>\n

(b) Following the Closing, the parties shall calculate the amount of VAT that
\nwould be payable by Franken Plastik, PSI Germany and Pipeline Seal U.K. to the
\nappropriate Tax<\/p>\n<\/p>\n

11<\/p>\n

\n

\n

authorities on account of the Accounts Receivable of such Persons as of the
\nEffective Time to the extent included in the Closing Net Working Capital (taking
\ninto account and applying any offsets arising from the Trade Accounts Payable of
\nsuch Persons as of the Effective Time included in the Closing Net Working
\nCapital), assuming for purposes of such determination that all such Accounts
\nReceivable were collected on the Closing Date and all such Trade Accounts
\nPayable were paid on the Closing Date (such amount, the “Closing VAT
\nAmount<\/u>“), and the Seller Parties shall pay to the Buyer Entities the Closing
\nVAT Amount within five Business Days after the calculation of Closing Net
\nWorking Capital is deemed final pursuant to Section 1.11<\/strong>, by
\nwire transfer of immediately available funds (and not from the Escrow Amount) to
\nan account designated in writing by the Buyer for such purpose.<\/p>\n<\/p>\n

1.13 Purchase Price Allocation<\/u>. An amount equal to the Purchase Price,
\nplus the amount of the Assumed Liabilities described in Section
\n1.6(a)<\/strong> hereof as reflected in the calculation of the Closing Net
\nWorking Capital, will, subject to the terms of the last sentence of this
\nSection 1.13<\/strong>, be allocated among the Purchased Assets, on the
\none hand, and the Seller Equity Interests, on the other hand, in accordance with
\nSchedule 1.13<\/strong>. Following the payment of any amount paid
\npursuant to Section 1.12<\/strong>, the parties will revise such
\nallocation in a manner consistent with the agreed-upon allocation set forth in
\nSchedule 1.13<\/strong>. The allocation set forth in such schedule is
\nintended to comply with the requirements of Section 1060 of the Code. The Seller
\nParties and the Buyer Entities agree to file all Tax Returns or reports,
\nincluding IRS Form 8594, for their respective taxable years in which the Closing
\noccurs, to reflect the allocation described in Schedule 1.13
\n<\/strong>(as such schedule may be revised in accordance with this
\nSection 1.13<\/strong>) and agree not to take any position inconsistent
\ntherewith before any Governmental Authority charged with the collection of any
\nTax or in any other Proceeding. Notwithstanding the foregoing, with respect to
\nthe allocation of the amount of the Purchase Price allocated among the Purchased
\nAssets of the U.S. Sellers, the Seller Parties, on the one hand, and the Buyer
\nEntities, on the other hand, shall prepare all such Tax Returns and reports
\nbased on such allocation principles consistent with Section 1060 of the Code as
\neach separately deems appropriate in their sole judgment.<\/p>\n<\/p>\n

1.14 Ad Valorem Taxes<\/u>. The Seller Parties will be responsible for, and
\nas of the Closing will have paid, all ad valorem Taxes on the Purchased Assets,
\nthe assets of the Seller Foreign Subsidiaries and Pipeline Seal U.K. and the
\nSeller Equity Interests levied in years prior to the year in which the Closing
\noccurs. All ad valorem Taxes on the Purchased Assets and the assets of the
\nSeller Foreign Subsidiaries and Pipeline Seal U.K. for the year in which the
\nClosing occurs will be prorated per diem on a calendar-year basis. The Seller
\nParties will be responsible for the prorated amount of such Taxes up to and
\nincluding the Closing Date, and the Buyer Entities will be responsible for the
\nprorated amount of such Taxes after the Closing Date. If the amount of any such
\nTaxes is not known as of the Closing, the proration of such Taxes will be based
\non the Tax bills for the immediately preceding year for which such Tax was paid
\nor payable and payment of the Seller Parties153 prorated amount will be paid to
\nthe Buyer Entities within 30 days after the Closing. If, based on actual Tax
\nbills for the year in which the Closing occurs, the Seller Parties paid to the
\nBuyer Entities pursuant to this Section 1.14 <\/strong>an amount that is
\neither greater or less than the aggregate amount of the ad valorem Taxes for
\nwhich the Seller Parties are responsible pursuant to this Section
\n1.14<\/strong>, the Buyer Entities will refund to the Sellers153 Representative, on
\nbehalf of the Seller Parties, the amount of such excess, and the Seller Parties
\nwill pay to the Buyer Entities the amount of such deficiency, as applicable, in
\neach case,<\/p>\n<\/p>\n

12<\/p>\n

\n

\n

promptly upon receipt of written notice, including any supporting
\ndocumentation evidencing the amount of such Taxes.<\/p>\n<\/p>\n

1.15 Transfer Taxes; Filing Fees<\/u>. The Seller Parties will be liable
\nfor and will pay any transfer taxes, federal and state sales taxes, stamp duties
\nand all other Taxes or other like charges payable upon and in connection with
\nthe sale or transfer of Purchased Assets at the Closing that require a transfer
\nof a certificate of title (i.e., motor vehicles and real estate). The Buyer
\nEntities will be liable for and will pay any transfer taxes, federal and state
\nsales taxes, stamp duties and all other Taxes or like charges payable on and in
\nconnection with the sale or transfer of Purchased Assets at the Closing not
\nrequiring a transfer of a certificate of title and the Seller Equity Interests
\nto the Buyer Entities. The parties shall cooperate in filing a manufacturing
\nexemption certificate in lieu of tax if necessary in Texas and any other
\napplicable jurisdiction. Any filing fees or other fees payable to Governmental
\nAuthorities (except for Taxes, but including the fee associated with the HSR Act
\nfiling and fees arising in connection with all filings pursuant to European and
\nGerman anti-competition Law) required to consummate the transactions
\ncontemplated by this Agreement will be paid by the Buyer or its Affiliates
\nunless pursuant to reasonably established local customs, such fees would be
\nallocated differently.<\/p>\n<\/p>\n

1.16 Treatment of Cash; Payment of Outstanding Checks; Deposits<\/u>.<\/p>\n<\/p>\n

(a) Immediately prior to Closing, the Seller Parties shall distribute, or
\ncause to be distributed, all cash from the accounts of the U.S. Sellers,
\nPipeline Seal U.K. and the Seller Foreign Subsidiaries (the “Seller
\nAccounts<\/u>“) in excess of the amount, if any, of all Outstanding Checks
\nwritten from the Seller Accounts. It is the intent of the parties that there
\nwill be enough cash left by the Seller Parties in the Seller Accounts as of the
\nEffective Time sufficient to cover the amount of all Outstanding Checks. In the
\nevent there is insufficient cash left by the Seller Parties in the Seller
\nAccounts to cover the Outstanding Checks, the Seller Parties shall reimburse the
\nBuyer for such insufficiency on a dollar-for-dollar basis within 10 days of a
\nwritten request by the Buyer. The Buyer shall pay to the Sellers153
\nRepresentative, for the benefit of the Seller Parties, an amount equal to the
\ncash in the Seller Accounts as of the Effective Time in excess of the aggregate
\namount of all Outstanding Checks, on a dollar-for-dollar basis within 10 days of
\nreceipt of a written request by the Sellers153 Representative.<\/p>\n<\/p>\n

(b) The parties acknowledge that Pipeline Seal U.K. has provided full cash
\ncover deposits in support of two performance bank guarantees issued by HSBC Bank
\nPLC (“HSBC<\/u>“) in the amount of 20,876 and 4,183 respectively (the
\n“Performance Bonds<\/u>“). Upon expiration or termination of each such
\nPerformance Bond and upon return of such deposits to Pipeline Seal U.K.,
\nPipeline Seal U.K. shall promptly pay such returned amounts to the Sellers153
\nRepresentative, on behalf of the Seller Parties.<\/p>\n<\/p>\n

1.17 Escrow<\/u>.<\/p>\n<\/p>\n

(a) The Escrow Amount will be held, invested and distributed in accordance
\nwith the terms of the Escrow Agreement and this Agreement. Pursuant to and
\nsubject to the restrictions set forth in the Escrow Agreement, the Sellers153
\nRepresentative will have sole authority to direct the investment of the Escrow
\nAmount to any investments with a level of risk appropriate for bank escrow
\naccounts. The Escrow Amount will be held by the Escrow Agent as partial security\n<\/p>\n<\/p>\n

13<\/p>\n

\n

\n

for the obligations of the Seller Parties under this Agreement, including,
\nwithout limitation, any obligations pursuant to Section 1.11
\n<\/strong>(Closing Net Working Capital), Section 5.10 <\/strong>(Accounts
\nReceivable) and Section 7.1 <\/strong>(Seller Parties153 Agreement to
\nIndemnify).<\/p>\n<\/p>\n

(b) On the date that is nine months following the Closing Date (or the next
\nBusiness Day thereafter if such date is not a Business Day), an amount equal to
\n(A) 50% of the Escrow Amount minus<\/u> (B) the sum of (i) the aggregate
\namount of any asserted but unresolved claims made on the Escrow Amount by the
\nBuyer Entities (or a Buyer Indemnified Party) hereunder, and (ii) the aggregate
\namount paid from the Escrow Amount on or before such date in satisfaction of any
\nclaims by the Buyer Entities (or a Buyer Indemnified Party) hereunder, shall be
\npaid to an account or accounts designated in writing by the Sellers153
\nRepresentative on behalf of the Seller Parties. On the date that is 18 months
\nfollowing the Closing Date (or the next Business Day thereafter if such date is
\nnot a Business Day) (the “Second Escrow Release Date<\/u>“), the remainder of
\nthe Escrow Amount then held by the Escrow Agent pursuant to the Escrow
\nAgreement, less<\/u> the aggregate amount of any asserted but unresolved
\nclaims made on the Escrow Amount by the Buyer Entities (or a Buyer Indemnified
\nParty) hereunder, if greater than zero, (the “Remaining Escrow Amount<\/u>“)
\nwill be paid to an account or accounts designated in writing by the Sellers153
\nRepresentative on behalf of the Seller Parties; provided<\/u>,
\nhowever<\/u>, if as of the Second Escrow Release Date, a remediation plan has
\nnot been approved in writing by all applicable Governmental Authorities with
\njurisdiction over environmental contamination at the Houston Facility, an amount
\nequal to the Remaining Escrow Amount less $1,000,000, if greater than zero, will
\nbe paid to an account or accounts designated by the Sellers153 Representative for
\nthe benefit of the Seller Parties. If, pursuant to the preceding sentence, any
\nportion of the Escrow Amount remains in escrow following the Second Escrow
\nRelease Date, the remainder of the Escrow Amount then held by the Escrow Agent,
\nless the aggregate amount of any asserted but unresolved claims made on the
\nEscrow Amount by the Buyer Entities (or a Buyer Indemnified Party) hereunder, if
\ngreater than zero, shall be paid to an account or accounts designated by the
\nSellers153 Representative, for the benefit of the Seller Parties following written
\napproval of a remediation plan by all applicable Governmental Authorities with
\njurisdiction over environmental contamination at the Houston Facility.<\/p>\n<\/p>\n

Section 2.<\/u><\/strong> Representations Relating to the
\nSeller Parties and the Seller Foreign Entities. <\/strong>The Seller Parties
\nrepresent and warrant to the Buyer, as of the date hereof and in the event of
\nClosing, as of the Closing Date, that:<\/p>\n<\/p>\n

2.1 Organization; Good Standing<\/u>.<\/p>\n<\/p>\n

(a) Each U.S. Seller is a corporation duly organized, validly existing and in
\ngood standing under the laws of the state of Nevada. Each U.S. Seller has the
\nrequisite corporate power and authority to own, lease or use its properties and
\nassets and to conduct the Business as presently conducted. Each U.S. Seller is
\nduly qualified to do business as a foreign entity and is in good standing in the
\njurisdictions set forth in Schedule 2.1(a)<\/strong>, which are all of
\nthe jurisdictions in which such qualification to do business is necessary,
\nexcept, in each case, where the failure to be so qualified or in good standing
\nwould not, individually or in the aggregate, have a Material Impact. No other
\njurisdiction has given notice to any U.S. Seller indicating that such U.S.
\nSeller should be qualified in any other jurisdiction in connection with the
\nBusiness.<\/p>\n<\/p>\n

14<\/p>\n

\n

\n

(b) Each Seller Foreign Entity and GPP is a corporation, limited liability
\ncompany or other legal entity duly organized or incorporated, validly existing
\nand in good standing (to the extent that good standing is a recognized legal
\nprinciple in the applicable jurisdiction) under the laws of its jurisdiction of
\norganization or incorporation, which jurisdiction is set forth on
\nSchedule 2.1(b)<\/strong>. Each Seller Foreign Entity and GPP has full
\ncorporate or other applicable entity power and authority to own or use the
\nassets owned or used by it (other than Seller Foreign Entity Excluded Assets and
\nassets of GPP not transferred in the GPP Sale Transaction) and to conduct its
\nbusiness as presently conducted; provided<\/u>, however<\/u>, that the
\nforegoing representation and warranty is, with respect to the Seller Foreign
\nJVs, limited to the Sellers153 Knowledge. Each Seller Foreign Entity and GPP is
\nduly qualified to do business and is in good standing (to the extent that good
\nstanding is a recognized legal principle in the applicable jurisdiction) in the
\njurisdictions set forth on Schedule 2.1(b)<\/strong>, which are all the
\njurisdictions in which either the nature of the activities of such Seller
\nForeign Entity or GPP, or the ownership or use of the Seller Foreign Entity
\nAssets owned or used by such Seller Foreign Entity, or the ownership or use by
\nGPP of its assets, as applicable, makes such qualification necessary, except, in
\neach case, where the failure to be so qualified or in good standing would not,
\nindividually or in the aggregate, have a Material Impact; provided<\/u>,
\nhowever<\/u>, that the foregoing representation and warranty is, with respect
\nto the Seller Foreign JVs, limited to the Sellers153 Knowledge. No other
\njurisdiction has given notice to any Seller Foreign Subsidiary, Pipeline Seal
\nU.K., GPP or to the Sellers153 Knowledge, any Seller Foreign JV, indicating that
\nsuch Person should be qualified in any other jurisdiction.<\/p>\n<\/p>\n

(c) The Seller Parties have delivered to the Buyer accurate and complete
\ncopies of the articles of incorporation and bylaws of each U.S. Seller and of
\nall similar organizational or constitutional, as applicable, documents of each
\nSeller Foreign Entity and GPP, as currently in effect. No resolutions of any
\ncorporate body have been adopted nor have any other measures been taken to amend
\nthese documents and no filings or applications to any commercial register,
\ncompany register, company153s book, registration court or another registration
\nauthority are pending in respect to any Seller Foreign Subsidiary or GPP.<\/p>\n<\/p>\n

2.2 Authority; Enforceability<\/u>.<\/p>\n<\/p>\n

(a) Each Seller and each Selling Shareholder has the requisite legal and
\nbeneficial right, authority, power and capacity to (i) execute and deliver this
\nAgreement and each certificate, document and agreement to be executed by such
\nSeller or Selling Shareholder in connection herewith (collectively, with this
\nAgreement, the “Seller Documents<\/u>“) and (ii) perform its obligations
\nhereunder and thereunder. The execution and delivery of the Seller Documents and
\nthe consummation of the transactions contemplated thereby have been duly and
\nvalidly authorized by each such Seller or Selling Shareholder party thereto.
\nThis Agreement has been duly and validly executed and delivered by the Sellers
\nand the Selling Shareholders and, assuming the due and valid authorization,
\nexecution, and delivery of this Agreement by the Buyer Entities, will constitute
\na legal, valid and binding obligation of the Sellers and the Selling
\nShareholders, enforceable against each Seller and each Selling Shareholder in
\naccordance with its terms. Upon execution and delivery by the Sellers and the
\nother Selling Shareholders of each other Seller Document, assuming the due and
\nvalid authorization, execution, and delivery of such Seller Document by the
\napplicable Buyer Entity or Buyer Entities party thereto, such Seller<\/p>\n<\/p>\n

15<\/p>\n

\n

\n

Document will constitute the legal, valid and binding obligation of each
\nSeller and each Selling Shareholder party thereto, enforceable against it in
\naccordance with its terms.<\/p>\n<\/p>\n

(b) Each Seller Foreign Entity has the requisite right, authority, power and
\ncapacity to execute and deliver each certificate, document and agreement to be
\nexecuted by it in connection herewith (collectively, the “Seller Foreign
\nEntity Documents<\/u>“) and to perform its obligations thereunder. The execution
\nand delivery of the Seller Foreign Entity Documents and the consummation of the
\ntransactions contemplated thereby have been duly and validly authorized by each
\nSeller Foreign Entity party thereto, and no other proceedings on the part of any
\nSeller Foreign Entity are necessary to authorize, execute and deliver any Seller
\nForeign Entity Document or to consummate the transactions contemplated thereby.
\nUpon execution and delivery by each Seller Foreign Entity of each Seller Foreign
\nEntity Document to which it is a party, assuming the due and valid
\nauthorization, execution, and delivery of such Seller Foreign Entity Document by
\nthe applicable Buyer Entity or Buyer Entities party thereto, such Seller Foreign
\nEntity Document shall constitute a legal, valid and binding obligation of each
\nSeller Foreign Entity party thereto, in each case enforceable against it in
\naccordance with its terms. Notwithstanding anything herein to the contrary, the
\nrepresentations and warranties set forth in this Section 2.2(b)<\/strong>
\nare, with respect to the Seller Foreign JVs, limited to the Sellers153 Knowledge.\n<\/p>\n<\/p>\n

2.3 Consents and Approvals; No Violation<\/u>.<\/p>\n<\/p>\n

(a) Except as disclosed in Schedule 2.3(a)<\/strong>, and except with
\nrespect to applicable requirements, if any, of bulk sales laws, the requirements
\nof the HSR Act or the German Act against Restraints of Competition, no Permit is
\nrequired in connection with (i) the execution or delivery by any Seller or any
\nSelling Shareholder of the Seller Documents, (ii) the execution or delivery by
\nany Seller Foreign Entity of the Seller Foreign Entity Documents, (iii) the
\nperformance by the Sellers and the Selling Shareholders of their obligations
\nunder the Seller Documents, (iv) the performance of the obligations of the
\nSeller Foreign Entities under the Seller Foreign Entity Documents, or (v) the
\nconsummation by the Sellers, the Selling Shareholders and the Seller Foreign
\nEntities of the transactions contemplated thereby; provided<\/u>,
\nhowever<\/u>, that the foregoing representations and warranties are, with
\nrespect to the Seller Foreign JVs, limited to the Sellers153 Knowledge.<\/p>\n<\/p>\n

(b) Except as disclosed in Schedule 2.3(b)<\/strong>, and except with
\nrespect to applicable requirements, if any, of bulk sales laws, the requirements
\nof the HSR Act or the German Act against Restraints of Competition, neither the
\nexecution and delivery of the Seller Documents by the Sellers and the Selling
\nShareholders and the performance of such parties153 obligations thereunder, nor
\nthe execution and delivery by the Seller Foreign Entities of the Seller Foreign
\nEntity Documents and the performance of the Seller Foreign Entities153 obligations
\nthereunder, nor the consummation of the transactions contemplated by the Seller
\nDocuments or the Seller Foreign Entity Documents will: (i) conflict with or
\nresult in a breach, violation, or default of or under, (ii) give any third party
\nthe right to modify, terminate or accelerate any liability or obligations under,
\nor charge any fee, penalty or similar payment under, (iii) result in the
\ncreation of any Lien other than a Permitted Encumbrance on any assets used in
\nthe Business (including the Seller Equity Interests and the Equity Interests in
\nPSI Germany) or the Equity Interests of any Seller or Selling Shareholder under
\nor pursuant to, or (iv) require any Consent by or declaration or notice to any
\nthird party or Governmental Authority pursuant to (A) the articles of<\/p>\n<\/p>\n

16<\/p>\n

\n

\n

incorporation, bylaws, or similar organizational or governance documents or
\nresolutions of any Seller, any Selling Shareholder, or any Seller Foreign
\nEntity, (B) any Seller Contracts or Seller Foreign Entity Contracts, or (C) any
\nLaw or Permit applicable to such Seller Party, Selling Shareholder or Seller
\nForeign Entity; provided<\/u>, however<\/u>, that the foregoing
\nrepresentations and warranties are, with respect to the Seller Foreign JVs,
\nlimited to the Sellers153 Knowledge.<\/p>\n<\/p>\n

(c) Notwithstanding the foregoing, the Owners make no representations or
\nwarranties in this Section 2.3 <\/strong>with respect to themselves, the
\ncorresponding subject matter of which shall be covered solely by
\nSection 3.2 <\/strong>hereof.<\/p>\n<\/p>\n

2.4 Seller Equity Interests<\/u>.<\/p>\n<\/p>\n

(a) Except as set forth in Schedule 2.4(a)<\/strong>, the Owners are
\nthe sole record and beneficial owners and holders, free and clear of all Liens,
\nof all of the Equity Interests of each U.S. Seller, Barham, and Pipeline Seal
\nU.K. The ownership of such Equity Interests is as set forth on Schedule
\n2.4(a)<\/strong>. Except as set forth in Schedule 2.4(a)<\/strong>, no
\nPerson other than the Owners has any right with respect to voting or the
\nmanagement or operation of the U.S. Sellers, Barham or Pipeline Seal U.K. and no
\nPerson other than Barham has any such right with respect to Commercial Plastics
\nand GPP, and Schedule 2.4(a)<\/strong> lists all agreements,
\narrangements, voting trusts or proxies that restrict or otherwise affect voting
\nor transfer of any such Equity Interests.<\/p>\n<\/p>\n

(b) Schedule 2.4(b)<\/strong> sets forth the total authorized Equity
\nInterests of each Seller Foreign Entity (other than Pipeline Seal U.K. which is
\nset forth on Schedule 2.4(a)<\/strong>), and GPP, the par value (if any)
\nof such Equity Interests, the number of such Equity Interests issued and
\noutstanding, the identity of the owners of all such Equity Interests issued and
\noutstanding and the number and percentage of such Equity Interests owned by each
\nsuch owner, including the Sellers. Except as set forth on Schedule
\n2.4(b)<\/strong>, (i) Barham is the legal, record, and beneficial owner and
\nholder of all of the Equity Interests in Commercial Plastics and GPP, (ii)
\nCommercial Plastics is the legal, record and beneficial owner and holder of all
\nof the Equity Interests in Franken Plastik, (iii) Franken Plastik is the legal,
\nrecord and beneficial owner and holder of all of the Equity Interests in PSI
\nGermany, (iv) PSI is the legal, record and beneficial owner and holder of 50% of
\nthe Equity Interests in the Japanese JV, (v) GPP is the legal, record and
\nbeneficial owner and holder of 50% of the Equity Interests in the Malaysian JV,
\nand (vi) PSI is the legal, record and beneficial owner and holder of 18% of the
\nEquity Interests in the Italian JV, in each case, free and clear of all Liens,
\nother than Permitted Encumbrances.<\/p>\n<\/p>\n

(c) Except as set forth in Schedule 2.4(c)<\/strong>, each Selling
\nShareholder is entitled to sell and transfer to the Buyer Entities the full
\nlegal and beneficial ownership of the Seller Equity Interests held by it on the
\nterms of this Agreement without the Consent of any other Person. No legend or
\nother reference to any purported Lien appears upon any certificate representing
\nany such Equity Interests (except as required under applicable securities laws).
\nAll such Equity Interests have been duly authorized and validly issued and are
\nfully paid or credited as fully paid and nonassessable (to the extent that such
\nconcepts are recognized under the applicable jurisdiction). The Seller Equity
\nInterests were not issued in violation of any Law.<\/p>\n<\/p>\n

(d) There are no outstanding warrants, options, agreements, convertible or
\nexchangeable securities or other commitments pursuant to which any Seller Party
\nor Seller<\/p>\n<\/p>\n

17<\/p>\n

\n

\n

Foreign Entity (but only to the Sellers153 Knowledge with respect to the Seller
\nForeign JVs) is or may become obligated to issue, sell, purchase, return or
\nredeem any Equity Interests or other securities giving rise to a right over the
\ncapital of any Seller or any Seller Foreign Entity, and there are no Equity
\nInterests of any of the Sellers, the Selling Shareholders or the Seller Foreign
\nEntities (but only to the Sellers153 Knowledge, with respect to the Seller Foreign
\nJVs) reserved for issuance for any purpose. There are no Liens, other than
\nPermitted Encumbrances, on any of the Seller Equity Interests or the Equity
\nInterests of the Sellers or the Selling Shareholders or any arrangements or
\nobligations to create any such Liens, other than Permitted Encumbrances. There
\nare no agreements, arrangements or proxies that restrict or otherwise affect
\nvoting or transfer of any of the Seller Equity Interests or the Equity Interests
\nof any Seller Party.<\/p>\n<\/p>\n

(e) Other than the Seller Equity Interests and the Equity Interests in PSI
\nGermany, neither the Sellers, the Selling Shareholders (other than each of the
\nOwners), the Seller Foreign Subsidiaries, Pipeline Seal U.K. nor, to the
\nSellers153 Knowledge, the Seller Foreign JVs, own, directly or indirectly, nor do
\nthey have any Contract to acquire, any direct or indirect Equity Interest in any
\nPerson.<\/p>\n<\/p>\n

(f) Except as set forth on Schedule 2.4(f)<\/strong>, (i) no Seller
\nParty, nor Pipeline Seal U.K. or any Seller Foreign Subsidiary, has any
\nobligation to make any capital contribution, investment, loan, or other payment
\nto any Seller Foreign JV, and (ii) no Seller Party, nor Pipeline Seal U.K. or
\nany Seller Foreign Subsidiary, has guaranteed any liability of a Seller Foreign
\nJV, including, without limitation, any liability for borrowed money, and no such
\nPerson is otherwise liable for the debts or obligations of a Seller Foreign JV.
\nSchedule 2.4(f)<\/strong> lists each distribution of cash or other assets
\nmade by the Seller Foreign JVs to any Seller Party since January 1, 2010,
\nincluding, without limitation, any distributions for the payment of Taxes.
\nExcept as set forth on Schedule 2.4(f)<\/strong>, the Equity Interests in
\nthe Seller Foreign JVs are freely transferable by the Selling Shareholders
\nholding such Equity Interests without consent of or notice to any Person.<\/p>\n<\/p>\n

(g) Barham does not own any assets other than Equity Interests in Commercial
\nPlastics and GPP. Commercial Plastics does not own any assets other than Equity
\nInterests in Franken Plastik. Neither Barham nor Commercial Plastics conducts
\nany business operations other than holding such Equity Interests. The Seller
\nParties and their Affiliates operate the Business only through the Sellers and
\nthe Seller Foreign Entities and not through any other direct or indirect
\nsubsidiary or Affiliate of any Seller Party. No Seller Party has owned or
\noperated any other business directly or through any Affiliate that is
\nsubstantially similar to the Business through any Person other than the Sellers
\nand the Seller Foreign Entities in the last seven years. The Sellers and the
\nSeller Foreign Entities (other than the Italian JV and only to Sellers153
\nKnowledge with respect to the Malaysian JV and the Japanese JV) have not owned
\nor operated any business other than the Business and have not held or owned any
\nassets other than those used in the Business.<\/p>\n<\/p>\n

(h) No Seller Foreign Subsidiary is a party to any of profit and loss
\ntransfer and\/or control agreements (Ergebnisabf 188hrungs- und\/oder
\nBeherrschungsvertr 164ge<\/em>), other enterprise agreements (andere
\nUnternehmensvertr 164ge<\/em>) within the meaning of sections 291, 292 German Stock
\nCorporation Act, silent partnership agreements (stille Gesellschaften<\/em>)
\nor similar agreements which would entitle a third party to participate in the
\nprofits or revenues of any Seller Foreign Subsidiary or to exercise control over
\nany Seller Foreign Subsidiary.<\/p>\n<\/p>\n

18<\/p>\n

\n

\n

2.5 Books and Records<\/u>.<\/p>\n<\/p>\n

(a) The Seller Parties have made available to the Buyer the books of account
\nand other books and records of each Seller and each Seller Foreign Entity (other
\nthan the Seller Foreign JVs), and such books and records are true and correct in
\nall material respects.<\/p>\n<\/p>\n

(b) Each Seller, Pipeline Seal U.K., and each Seller Foreign Subsidiary has
\nestablished and maintained internal procedures sufficient to provide reasonable
\nassurance that all material financial information relating to such Persons is
\nmade known to the principal executive officers and principal financial officers
\nof such Persons. No Seller, Pipeline Seal U.K., Seller Foreign Subsidiary, nor,
\nto the Sellers153 Knowledge, any Seller Foreign JV, has been subject to any fraud
\nthat involves management or other employees who have a significant role in the
\ninternal accounting controls of such Person.<\/p>\n<\/p>\n

2.6 Financial Statements; Undisclosed Liabilities<\/u>.<\/p>\n<\/p>\n

(a) The Seller Parties have delivered to the Buyer unaudited consolidating
\nand consolidated balance sheets of the Sellers and the Seller Foreign Entities
\nas of December 31, 2008, 2009, and 2010 and unaudited consolidating and
\nconsolidated statements of income of the Sellers and the Seller Foreign Entities
\nfor each of the fiscal years ending on such dates, together with any notes
\nthereto and accountants153 reports thereon (collectively, the “Financial
\nStatements<\/u>“). Such balance sheet as of December 31, 2010 (the “Balance
\nSheet Date<\/u>“) is referred to hereinafter as the “Most Recent Balance
\nSheet<\/u>“. The Financial Statements, together with the notes thereto, (i) have
\nbeen prepared in a manner consistent with the books and records of the Business,
\nand (ii) fairly present the results of operations and financial position of the
\nBusiness for the periods and as of the dates referred to in the Financial
\nStatements. The items included in the Most Recent Balance Sheet that would be
\nincluded in a calculation of Closing Net Working Capital pursuant to
\nSection 1.11(a)<\/strong> have been computed for purposes of the Most
\nRecent Balance Sheet in accordance with generally accepted accounting principles
\nas in effect in its jurisdiction of organization for each of the U.S. Sellers,
\nthe Seller Foreign Subsidiaries and Pipeline Seal U.K., and past practices of
\nthe Business consistently applied.<\/p>\n<\/p>\n

(b) No Seller, Seller Foreign Subsidiary nor Pipeline Seal U.K. has any
\nobligation or liability of any kind (known, unknown, contingent or otherwise)
\nexcept for liabilities and obligations that (i) are fully accrued or reserved
\nagainst in the Most Recent Balance Sheet; (ii) were incurred since the Balance
\nSheet Date in the Ordinary Course of such Person (none of which relates to a
\nviolation of Law, breach of Contract, tort or infringement); or (iii) are
\nobligations set forth in and pursuant to the Seller Contracts or the Seller
\nForeign Entity Contracts, excluding liabilities for breaches thereof or relating
\nto any product warranty or any Product Liability matter.<\/p>\n<\/p>\n

2.7 Absence of Certain Changes or Events<\/u>. Except as set forth on
\nSchedule 2.7 <\/strong>(or as otherwise specifically noted in this
\nSection 2.7<\/strong>), since January 1, 2010, the Sellers, the Seller
\nForeign Subsidiaries, Pipeline Seal U.K and to the Sellers153 Knowledge, the
\nSeller Foreign JVs have conducted the Business only in the Ordinary Course and
\nthere has not been, with respect to the Sellers, the Seller Foreign
\nSubsidiaries, Pipeline Seal U.K and, to the Sellers153 Knowledge, the Seller
\nForeign JVs, any:<\/p>\n<\/p>\n

19<\/p>\n

\n

\n

(a) Material Adverse Effect;<\/p>\n<\/p>\n

(b) change in any of the Equity Interests of the Seller Parties or the Seller
\nForeign Entities or any declaration or payment of any distribution in respect of
\nany such Equity Interests, or issuance of any options or warrants or other
\ncommitments related to such Equity Interests;<\/p>\n<\/p>\n

(c) amendment or modification to the articles of incorporation or bylaws of
\nany U.S. Seller or to any similar organizational documents of any Seller Foreign
\nEntity or GPP;<\/p>\n<\/p>\n

(d) loss or damage affecting any assets of the Business in excess of $25,000
\nindividually or $50,000 in the aggregate;<\/p>\n<\/p>\n

(e) payment or increase by any Seller or any Seller Foreign Entity of any
\ncompensation to any equity holder, general partner, manager, director, officer
\nor employee, contractor or consultant, other than salary and bonus payments in
\nthe Ordinary Course, or termination or hiring of any management employee of any
\nSeller or any Seller Foreign Entity or promotion of any employee to a management
\nposition;<\/p>\n<\/p>\n

(f) adoption, amendment, modification or termination, or increase out of the
\nOrdinary Course in the payments to or benefits under, any Seller Employee Plan;\n<\/p>\n<\/p>\n

(g) entry into, modification or amendment of, breach or transfer of,
\ntermination or notice of termination of, or cancellation or waiver of, or
\nmaterial change in the terms of, any (A) Permit material to the Business, (B)
\nMaterial Contract, (C) transaction or group of related transactions involving a
\ntotal commitment to or by the Sellers and\/or the Seller Foreign Entities, in
\neach case in excess of $50,000 individually or $100,000 in the aggregate, or (D)
\nany Business Contract with any current or former general partner, manager,
\ndirector, officer, employee, owner or holder of Equity Interests or Owner (or
\nany of their Affiliates) whether for employment, severance or otherwise;<\/p>\n<\/p>\n

(h) lease or other disposition of any property with a fair market value in
\nexcess of $10,000 individually or $25,000 in the aggregate (other than sales of
\ninventory in the Ordinary Course) or mortgage or imposition of any Lien, other
\nthan a Permitted Encumbrance, on any property of any Seller or Seller Foreign
\nEntity;<\/p>\n<\/p>\n

(i) purchase of any assets or other capital expenditure in excess of $50,000,
\nindividually, and $100,000 in the aggregate, other than inventory and supply
\npurchases in the Ordinary Course;<\/p>\n<\/p>\n

(j) loan or advance to, or investment in, any Person by any Seller or any
\nSeller Foreign Entity;<\/p>\n<\/p>\n

(k) delay or postponement by any Seller or any Seller Foreign Entity of the
\npayment of accounts payable and other liabilities of such Seller or Seller
\nForeign Entity or acceleration of the collection of any account receivable
\noutside the Ordinary Course;<\/p>\n<\/p>\n

(l) change in the annual accounting period or accounting methods used by any
\nSeller or any Seller Foreign Entity;<\/p>\n<\/p>\n

20<\/p>\n

\n

\n

(m) incurrence of any indebtedness for money borrowed by any Seller or any
\nSeller Foreign Entity (including pursuant to any notes, bonds or debt
\nsecurities) or a guarantee of such indebtedness of another person by any Seller
\nor any Seller Foreign Entity, other than in the Ordinary Course under credit
\nfacilities existing as of January 1, 2010, or waiver or cancellation of any
\nrights or claims with an aggregate financial value to any Seller or any Seller
\nForeign Entity in excess of $50,000;<\/p>\n<\/p>\n

(n) creation of any Lien, other than Permitted Encumbrances, on any assets of
\nany Seller or any Seller Foreign Entity;<\/p>\n<\/p>\n

(o) sale or disposition of inventory in a manner that was not in the Ordinary
\nCourse or that resulted in the Business having an inventory level that was
\ninconsistent with Ordinary Course inventory levels or deferral of inventory
\npurchases not in the Ordinary Course or that resulted in the Business having an
\ninventory level that was inconsistent with the Ordinary Course inventory levels;
\nor<\/p>\n<\/p>\n

(p) agreement by any Seller or any Seller Foreign Entity to do any of the
\nforegoing.<\/p>\n<\/p>\n

2.8 Taxes and Tax Returns<\/u>.<\/p>\n<\/p>\n

(a) Each Seller and each Seller Foreign Entity has duly and timely filed all
\nTax Returns required to be filed by it on or before the date hereof, and all
\nsuch Tax Returns are true, correct and complete in all material respects. Each
\nSeller and each Seller Foreign Entity has duly paid all Taxes that have been
\nincurred and are due to any Tax authorities. Each Seller and each Seller Foreign
\nEntity has established on the Financial Statements reserves that are reasonably
\nadequate for the payment of all Taxes not yet due and payable. Since January 1,
\n2010, no Seller nor any Seller Foreign Entity has incurred any liability for
\nTaxes other than in the Ordinary Course. Other than the filing extension
\nprovided to every German tax payer whose tax returns are prepared by a certified
\ntax advisor, granted by decree of the Tax authority regularly at the beginning
\nof every calendar year, no filing extensions for any Tax Return required to be
\nfiled by any Seller or any Seller Foreign Entity are currently in effect. No
\nSeller nor any Seller Foreign Entity has consented to extend the time in which
\nany Tax may be assessed or collected by any Tax authority.<\/p>\n<\/p>\n

(b) Other than a pending audit by the German Tax authorities relating to the
\n2006 German Dividend Payments, there are no disputes pending in respect of, or
\nclaims asserted for, Taxes upon any Seller or Seller Foreign Entity, nor, to the
\nSellers153 Knowledge, are there any pending or threatened audits or investigations
\nor outstanding matters under discussion with any Tax authorities with respect to
\nthe payment of such Taxes, nor has any Seller or Seller Foreign Entity been
\nrequested to give any currently effective waivers extending the statutory period
\nof limitation applicable to any Taxes for any period. In the last seven years,
\nno claim by a Governmental Authority has been received by any Seller or Seller
\nForeign Entity with respect to Taxes in a jurisdiction where such Seller or
\nSeller Foreign Entity does not file Tax Returns.<\/p>\n<\/p>\n

(c) There has been withheld or collected from each payment made to each
\nemployee of the Sellers and the Seller Foreign Entities all required income,
\nemployment, unemployment, state and local, payroll, and other wage Taxes. All
\nrequired sales and use Taxes (and with<\/p>\n<\/p>\n

21<\/p>\n

\n

\n

respect to the Seller Foreign Subsidiaries, any other Taxes) have been
\nwithheld from each payment made by the Sellers to any Person. All such Taxes
\nhave been paid to the proper Tax depositories or collecting authorities.<\/p>\n<\/p>\n

(d) None of the Sellers or Seller Foreign Entities has been a United States
\nreal property holding company corporation within the meaning of Code \u00a7 897(c)(2)
\nduring the applicable period specified in Code \u00a7 897(c)(1)(A)(ii).<\/p>\n<\/p>\n

(e) Except as set forth on Schedule 2.8(e)<\/strong>, no Seller Party
\nor Seller Foreign Entity is party to any tax sharing agreement or similar
\narrangement and no Seller Foreign Subsidiary is party to a fiscal unity for
\nGerman corporate tax, trade tax and VAT purposes (Organschaft<\/em>) and no
\nsuch Person is or may become liable for the Taxes of another Person. Except as
\nset forth on Schedule 2.8(e)<\/strong>, no Seller Foreign Subsidiary
\nshows an adjustment item resulting from a fiscal unity (Organschaftlicher
\nAusgleichsposten<\/em>).<\/p>\n<\/p>\n

(f) No Seller, Seller Foreign Subsidiary, Pipeline Seal U.K. or any Seller
\nForeign JV has been (nor is it liable to be) assessed Taxes primarily chargeable
\nagainst or attributable to another Person. All documents in the enforcement of
\nwhich each of the Seller Foreign Subsidiaries, Pipeline Seal U.K. and each
\nSeller Foreign JV is or may be interested and all documents of title in respect
\nof the assets of GPP or which otherwise relate to the Business as conducted by
\nGPP have been duly stamped with all relevant stamp duties and all stamp duties,
\ninterest and penalties in respect thereto have been paid in full. No Seller,
\nSeller Foreign Subsidiary, Pipeline Seal U.K., nor any Seller Foreign JV has, in
\nthe period of six years ending on the date of this Agreement been party to any
\nnon-arms length transaction or been party to or otherwise involved in any
\ntransaction, series of transactions, scheme or arrangement the main purpose or
\none of the main purposes of which was to evade Taxes. Each of the Seller Foreign
\nSubsidiaries, Pipeline Seal U.K. and the Seller Foreign JVs is registered for
\nand has complied with any regulations relating to value added tax in its country
\nof origin, if required, and is not registered (nor required to be registered)
\nfor local value added tax or its equivalent in any jurisdiction other than its
\ncountry of origin. None of the Sellers, the Seller Foreign Subsidiaries,
\nPipeline Seal U.K. and the Seller Foreign JVs has been a member of an affiliate
\ngroup filing a consolidated Tax Return or has any liability for Taxes for the
\nTaxes of any other Person, as a transferee or successor, by contract, law, or
\notherwise, including within the meaning of UK section 25 Corporation Tax Act
\n2010.<\/p>\n<\/p>\n

(g) Pipeline Seal U.K. has not exercised and is not otherwise bound by, any
\noption to Tax made pursuant to paragraph 2 of schedule 10 Value Added Tax Act
\n1994. No asset of Pipeline Seal U.K. is a capital item, the input Tax on which
\ncould be subject to adjustment in accordance with the provisions of Part XV of
\nthe Value Added Taxes Regulations 1995. None of the consideration for the sale
\nof Pipeline Seal U.K. to the U.K. Buyer will be treated as income in respect of
\nwhich PAYE and\/or National Insurance will have to be accounted. No U.K. Employee
\nholds or has any other right or interest in or has any right to acquire, or at
\nany time since 31 December 2009 has held, any employment-related securities
\n(within the meaning of section 421B ITEPA 2003) or employment-related securities
\noption (within the meaning of section 471 ITEPA 2003). In this Section
\n2.8(g)<\/strong> only, “ITEPA<\/u>” means the Income Tax (Earnings and Pension)
\nAct 2003 and “U.K. Employee<\/u>” means an officer or employee of Pipeline
\nSeal U.K., past or former officer or employee of Pipeline Seal U.K. and (in
\nrelation to<\/p>\n<\/p>\n

22<\/p>\n

\n

\n

employment-related securities) any associated person within the meaning of
\nsection 421C ITEPA 2003.<\/p>\n<\/p>\n

(h) The Sellers Parties and Seller Foreign Subsidiaries and Pipeline Seal
\nU.K. have applied the appropriate rate of value-added Tax to supplies of goods
\nand services made by the Sellers, Seller Foreign Subsidiaries and Pipeline Seal
\nU.K.<\/p>\n<\/p>\n

(i) No Seller Foreign Subsidiary has obtained a binding ruling as to a
\nmaterial Tax issue with any Tax authority.<\/p>\n<\/p>\n

(j) None of the Seller Foreign Subsidiaries have entered into any transaction
\nor have taken any measure which lead to hidden profit distributions or
\nadjustments pursuant to section 1 of the German Foreign Tax Act
\n(Au 159ensteuergesetz<\/em>). With respect to transactions between and measures
\nvis- -vis affiliated legal entities or affiliated persons, in particular, the
\ndocumentation obligations are fulfilled and the transactions and measures are
\nconsistent with the arm153s length requirements.<\/p>\n<\/p>\n

(k) No Seller Foreign Subsidiary has written down any assets to going concern
\nvalue (Teilwertabschreibung<\/em>) within the last three full calendar years
\nexcept as set out in Schedule 2.8(k)<\/strong>.<\/p>\n<\/p>\n

(l) The Seller Foreign Subsidiaries have not deducted any losses from
\npermanent establishments which could lead to subsequent taxation pursuant to
\nsection 2a German Income Tax Act (Einkommensteuergesetz<\/em>) after the
\nClosing Date.<\/p>\n<\/p>\n

(m) No Seller Foreign Subsidiary has been involved in any reorganization that
\ncould lead to blocking periods or any other restrictions after the Closing Date
\nincluding without limitation the restrictions described in the former section 8b
\n(4) of the German Corporate Income Tax Act (K \u00b6rperschaftsteuergesetz<\/em>)
\nor sections 15(2), 22, former sections 21 (2) and 26 of the Transformation Tax
\nAct (Umwandlungssteuergesetz<\/em>).<\/p>\n<\/p>\n

(n) Notwithstanding anything herein to the contrary, the representations and
\nwarranties of this Section 2.8 <\/strong>are, with respect to the Seller
\nForeign JVs, limited to the Sellers153 Knowledge.<\/p>\n<\/p>\n

2.9 Litigation<\/u>. There are no Proceedings that have been commenced
\nagainst any Seller Party or any Seller Foreign Entity (or its respective
\npartners, managers, officers, directors or employees in such capacity) in the
\nthree years prior to the date hereof, or that are currently pending against any
\nsuch Person, or to the Sellers153 Knowledge that are threatened against any such
\nPerson, including, but not limited to, any that challenge, or reasonably could
\nbe expected to prevent or delay, the transactions contemplated by this
\nAgreement. Except as set forth on Schedule 2.9<\/strong>, to the Sellers153
\nKnowledge, no circumstance exists that is reasonably likely to give rise to any
\nsuch Proceeding. There are no Orders naming any Owner (relating to the
\nBusiness), any other Seller Party or any Seller Foreign Entity or to which any
\nof the Business Assets are subject or, to the Sellers153 Knowledge, that challenge
\nor that may reasonably be expected to prevent or delay the transactions
\ncontemplated by this Agreement, or that would reasonably be expected to affect
\nthe enforceability of this Agreement. To the Sellers153 Knowledge, no partner,
\nmanager, officer, director, agent, or employee of a Seller or a Seller Foreign
\nEntity is subject to<\/p>\n<\/p>\n

23<\/p>\n

\n

\n

any Order that prohibits such Person from engaging in any activity relating
\nto the Business. Notwithstanding the foregoing, the Owners makes no
\nrepresentations or warranties in this Section 2.9 <\/strong>with respect
\nto themselves, the corresponding subject matter of which shall be covered solely
\nby Section 3.3 <\/strong>hereof. Notwithstanding anything herein to the
\ncontrary, the representations and warranties of this Section 2.9
\n<\/strong>are, with respect to the Seller Foreign JVs, limited to the Sellers153
\nKnowledge.<\/p>\n<\/p>\n

2.10 Permits<\/u>.<\/p>\n<\/p>\n

(a) Schedule 2.10(a)<\/strong> contains a complete and accurate list
\nof the Permits held by or issued to the Sellers and the Seller Foreign Entities
\n(other than the Seller Foreign JVs) (the Permits set forth or required to be set
\nforth in Schedule 2.10(a)<\/strong> are referred to herein as the
\n“Business Permits<\/u>“), and no other Permits are necessary for any Seller or
\nany Seller Foreign Entity (other than the Seller Foreign JVs) to lawfully
\nconduct the Business as currently conducted or to own, lease or use its assets,
\nother than Permits the failure to obtain or maintain which would not have a
\nMaterial Impact. To the Sellers153 Knowledge, each of the Malaysian JV and the
\nJapanese JV have all Permits required to lawfully conduct the Business as
\ncurrently conducted or to own, lease, or use its assets. The Sellers have
\ndelivered to the Buyer a copy of each Business Permit.<\/p>\n<\/p>\n

(b) Each of the Business Permits (and to the Sellers153 Knowledge, the Permits
\nheld by the Malaysian JV and the Japanese JV) is valid and in full force, and
\nall required filings, including renewals, with respect thereto have been made on
\na timely basis. To Sellers153 Knowledge, the Business Permits shall remain in full
\nforce and effect immediately subsequent to the Closing and, in the case of
\nBusiness Permits held by the Sellers, are transferrable to the Buyer without any
\ncost to the Buyer and without any additional restriction or condition. No Seller
\nParty, Seller Foreign Subsidiary, Pipeline Seal U.K. nor, to the Sellers153
\nKnowledge, the Malaysian JV and the Japanese JV has received any notice of, and
\nis not in, any violation of or default under any Business Permit (or with
\nrespect to the Malaysian JV and the Japanese JV, any Permits held by or required
\nto be held by such Person). The Seller Parties make no representations or
\nwarranties in this Section 2.10 <\/strong>with respect to Environmental
\nLaws or environmental matters, which shall be covered solely by Section
\n2.12 <\/strong>hereof.<\/p>\n<\/p>\n

(c) Schedule 2.10(c)<\/strong> contains a correct and complete list of
\nall public grants (Zusch 188sse<\/em>), allowances, state aids
\n(Beihilfen<\/em>) and other subsidies (Subventionen<\/em>) of whatever
\nkind received by, granted to or applied for by Seller Foreign Subsidiaries
\nduring a period of five (5) years prior to the date hereof (“State
\nAids<\/u>“). Unless indicated in Schedule 2.10(c)<\/strong>, the Seller
\nForeign Subsidiaries (i) are in compliance with their obligations under the
\nState Aids and (ii) are not obliged to repay the State Aids received, or any
\nmaterial parts thereof, as a result of any failure to comply with the terms and
\nconditions of any such State Aid. No Proceedings regarding a revocation or
\nwithdrawal or cancellation of a State Aid are pending or to the Sellers153
\nKnowledge have been threatened and to the Sellers153 Knowledge, no circumstances
\nexist that would justify such a revocation, withdrawal or cancellation. No State
\nAid received or applied for by the Seller Foreign Subsidiaries will have to be
\nrepaid in whole or in part due to the execution or performance of this Agreement
\nor the transactions contemplated herein. The Seller Foreign Subsidiaries are not
\nobliged under the terms of any State Aid received or applied for to maintain a
\ncertain level of employees or to make any further specific investments.<\/em>\n<\/p>\n<\/p>\n

24<\/p>\n

\n

\n

2.11 Compliance with Law<\/u>.<\/p>\n<\/p>\n

(a) Except as set forth on Schedule 2.11(a)<\/strong>, each Owner (in
\nconnection with the Business), each other Seller Party and each Seller Foreign
\nEntity is and has been in compliance with all Laws. No Seller Party nor any
\nSeller Foreign Entity is liable for the payment of any unpaid amounts for a
\nfailure to comply with any such Laws. To the Sellers153 Knowledge, no event has
\noccurred or circumstance exists that is reasonably likely to result in a
\nviolation by a Seller or a Seller Foreign Entity of, or any liability or cost to
\na Seller or a Seller Foreign Entity under, any Law. No Seller Party nor any
\nSeller Foreign Entity has received, within the past three (3) years, any notice
\nfrom any Governmental Authority or any other Person with respect to the Business
\nregarding (i) any actual, alleged or potential violation of, or liability under,
\nany Law, or (ii) any actual, alleged, or potential obligation of such Person to
\nundertake or pay for any response action. The Seller Parties make no
\nrepresentations or warranties in this Section 2.11 <\/strong>with respect
\nto (i) Environmental Laws or environmental matters, which shall be covered
\nsolely by Section 2.12 <\/strong>hereof or (ii) Laws applicable to
\nemployment matters which shall be covered solely by Section 2.13
\n<\/strong>and Section 2.14 <\/strong>hereof. Notwithstanding anything
\nherein to the contrary, the representations and warranties of this
\nSection 2.11(a)<\/strong> are, with respect to the Seller Foreign JVs,
\nlimited to the Sellers153 Knowledge.<\/p>\n<\/p>\n

(b) The Seller Parties and the Seller Foreign Entities and each of their
\nofficers, directors, employees and agents have complied with the provisions of
\nthe U.S. Foreign Corrupt Practices Act as if its foreign payments provisions
\nwere fully applicable to such Persons and the provisions of the anti-corruption
\nlaws of each jurisdiction in which any such Person is conducting or has
\nconducted business, including, without limitation, the U.K. Anti-Bribery Act. No
\nsuch Person has paid, offered to pay, or authorized or ratified the payment,
\ndirectly or indirectly, of any monies or anything of value to any Covered Person
\nfor the purpose of influencing any act or decision of such Covered Person or a
\nGovernmental Authority, to obtain or retain business or direct business to any
\nPerson, or to secure any other improper benefit or advantage, excluding ordinary
\ncourse facilitating payments to low-level government employees for the purpose
\nof expediting or securing a routine administrative action ordinarily performed
\nby such employees; provided, the recipient of such service or action is entitled
\nto receive such service or action, and the payment is customary and appropriate
\nin the jurisdiction where made. Notwithstanding anything herein to the contrary,
\nthe provisions of this Section 2.11(b)<\/strong> are, with respect to the
\nItalian JV and the Japanese JV, limited to the Sellers153 Knowledge.<\/p>\n<\/p>\n

2.12 Environmental Matters<\/u>.<\/p>\n<\/p>\n

(a) Except as set forth on Schedule 2.12(a)<\/strong>, each Seller
\nParty (in connection with the Business), each Seller Foreign Subsidiary,
\nPipeline Seal U.K., and each of the Landlords (with respect to the Business Real
\nProperty and to the Sellers153 Knowledge), and to the Sellers153 Knowledge, each
\nSeller Foreign JV (i) is, and has been, in compliance with all applicable
\nEnvironmental Laws, (ii) has not undertaken any act or omission that could
\nestablish liability under any applicable Environmental Laws for response,
\nremediation, or other costs, (iii) has not received any communication that
\nalleges that it is not, or at any time has not been, in such compliance, or has
\nliability under any applicable Environmental Law or has caused exposure of any
\nPerson or the environment to any Hazardous Substance, (iv) has validly received
\nall Permits and submitted all filings and applications for Permits required by
\napplicable Environmental Laws<\/p>\n<\/p>\n

25<\/p>\n

\n

\n

for the conduct of the Business (collectively, the “Environmental
\nPermits<\/u>“), and (v) has not received any written claim, notice, or other
\ninformation from any Person regarding violation of or default under any
\nEnvironmental Permits or regarding any alleged Environmental Liabilities. To the
\nSellers153 Knowledge, the Environmental Permits shall remain in full force and
\neffect immediately subsequent to the Closing and, in the case of Environmental
\nPermits held by the Sellers, are transferrable to the Buyer without any cost to
\nthe Buyer and without any additional restriction or condition. To the Sellers153
\nKnowledge, there are no facts or circumstances that are reasonably likely to
\nresult in a violation by a Seller or Seller Foreign Entity of, or any liability
\nor cost to a Seller or Seller Foreign Entity under, any Environmental Law or to
\nprevent or increase the cost of compliance by the Business with applicable
\nEnvironmental Laws or such Permits.<\/p>\n<\/p>\n

(b) Schedule 2.12(b)<\/strong> identifies all Environmental Permits
\n(other than those issued to the Seller Foreign JVs) and, to the Sellers153
\nKnowledge, all material environmental reports, audits, assessments, occupational
\nhealth studies, inspection reports and correspondence to or from regulatory
\nauthorities in connection with environmental matters, and all material documents
\npertaining to underground and above-ground storage tanks, polychlorinated
\nbiphenyls (PCBs), asbestos or presumed asbestos in any buildings or products,
\non-site or off-site disposal or releases of Hazardous Substances, and all
\nenvironmental consent orders, fines and penalties that relate to any Seller, any
\nSeller Foreign Subsidiary or Pipeline Seal U.K. or any property now or
\npreviously owned, leased or operated by any such Person, including the Business
\nReal Property and the Improvements (the “Facilities<\/u>“), and true and
\ncorrect copies of all such items have been delivered to the Buyer.<\/p>\n<\/p>\n

(c) Except as set forth on Schedule 2.12(c)<\/strong>, there does not
\nexist, is not occurring and, has not occurred, any sale, use, presence,
\ngeneration, treatment, transport, release, threatened release or disposal of any
\nHazardous Substance on, under, to or from any Facility or by any Seller or
\nSeller Foreign Entity, in violation of any applicable Environmental Law or that
\nis reasonably likely to result in any liability of the Sellers, the Seller
\nForeign Entities, or the Buyer Entities under any applicable Environmental Law.
\nExcept as set forth on Schedule 2.12(c)<\/strong>, no Seller Party (in
\nconnection with the Business), Seller Foreign Entity or Landlord (with respect
\nto the Business Real Property) has caused to occur any sale, use, presence,
\ngeneration, storage, treatment, transport, release, threatened release or
\ndisposal of any Hazardous Substance in violation of any applicable Environmental
\nLaw or that is reasonably likely to result in any liability or obligation of the
\nSellers, the Seller Foreign Entities, or the Buyer Entities under any applicable
\nEnvironmental Law. No Seller Party (in connection with the Business), Landlord
\n(with respect to the Business Real Property and to the Sellers153 Knowledge) or
\nSeller Foreign Entity has assumed, whether through contract or by operation of
\nlaw, the obligations or liability of any other Person arising in connection with
\nHazardous Substances or applicable Environmental Laws. Notwithstanding anything
\nherein to the contrary, the representations and warranties set forth in this
\nSection 2.12(c)<\/strong> are, with respect to the Seller Foreign JVs,
\nlimited to the Sellers153 Knowledge.<\/p>\n<\/p>\n

(d) No Seller Party (in connection with the Business), Seller Foreign Entity
\nor Landlord (with respect to the Business Real Property) owns or operates,
\nformerly owned or operated, or sent Hazardous Substances to, a site that,
\npursuant to the federal statute commonly referred to as the Comprehensive
\nEnvironmental Response, Compensation and Liability Act, as amended, or any other
\napplicable Law, (i) has been placed on the “National Priorities List,” the<\/p>\n<\/p>\n

26<\/p>\n

\n

\n

“CERCLIS” list or any other list of sites maintained or created by a
\nGovernmental Authority which lists suspected or confirmed environmental
\nproblems, (ii) is subject to or the source of a claim, administrative order or
\nother demand to take response, removal or remedial action, or other corrective
\naction or payment under any applicable Environmental Law or (iii) is otherwise
\nthe subject of any federal, state or other similar investigation relating to any
\napplicable Environmental Law. Notwithstanding anything herein to the contrary,
\nthe representations and warranties set forth in this Section 2.12(d)
\n<\/strong>are, with respect to the Seller Foreign JVs, limited to the Sellers153
\nKnowledge.<\/p>\n<\/p>\n

(e) Schedule 2.12(e)<\/strong> identifies (i) all on-site and off-site
\nlocations where a Seller Party (in connection with the Business), any Seller
\nForeign Entity (but only to the Sellers153 Knowledge with respect to the Seller
\nForeign JVs) or any Landlord (with respect to the Business Real Property and to
\nthe Sellers153 Knowledge) has used, stored, disposed or arranged for the disposal
\nof Hazardous Substances, except for cleaning and pest control supplies held for
\nuse by the Seller Parties, the Seller Foreign Entities or the Landlords in the
\nOrdinary Course, (ii) all underground storage tanks now or formerly located on
\nany property owned, leased or otherwise occupied by a Seller Party (in
\nconnection with the Business), any Seller Foreign Entity (but only to the
\nSellers153 Knowledge with respect to the Seller Foreign JVs). or any Landlord
\n(with respect to the Business Real Property and to the Sellers153 Knowledge),
\n(iii) all asbestos and presumed asbestos contained in or forming part of any
\nbuilding or premises owned, leased or otherwise occupied by a Seller Party (in
\nconnection with the Business), any Seller Foreign Entity (but only to the
\nSellers153 Knowledge with respect to the Seller Foreign JVs) or any Landlord (with
\nrespect to the Business Real Property and to the Sellers153 Knowledge), and (iv)
\nall polychlorinated biphenyls (PCBs) used or stored at any property owned,
\nleased or otherwise occupied by a Seller Party (in connection with the
\nBusiness), any Seller Foreign Entity (but only to the Sellers153 Knowledge with
\nrespect to the Seller Foreign JVs) or any Landlord (with respect to the Business
\nReal Property and to the Sellers153 Knowledge).<\/p>\n<\/p>\n

(f) The Seller Parties, the Seller Foreign Subsidiaries and Pipeline Seal
\nU.K., as applicable, have ceased using Trichloroethylene or any other
\nchlorinated volatile organic compound on the Business Real Property.<\/p>\n<\/p>\n

(g) Notwithstanding any other provision of this Agreement, this
\nSection 2.12 <\/strong>contains the only representations or warranties of
\nthe Seller Parties with respect to Environmental Laws and environmental matters.\n<\/p>\n<\/p>\n

2.13 Employee Benefit Plans; ERISA<\/u>.<\/p>\n<\/p>\n

(a) Schedule 2.13(a)<\/strong> lists each employee pension,
\nretirement, profit sharing, bonus, incentive, deferred compensation,
\nhospitalization, medical, dental, vacation, insurance, sick pay, disability,
\nseverance and other plan, trust, fund, program, policy, contract, arrangement or
\nthe like, whether of an individual or a collective nature, that is a Plan
\nmaintained, participated in or contributed to by any U.S. Seller, Seller Foreign
\nSubsidiary, Pipeline Seal U.K. or any ERISA Affiliate (each, a “Seller
\nEmployee Plan<\/u>“). In addition, Schedule 2.13(a)<\/strong> lists (i)
\neach material obligation, arrangement, plan or customary practice that is an
\nOther Benefit Obligation maintained, participated in or contributed to by any
\nU.S. Seller, and (ii) each obligation, arrangement, plan or customary practice
\nthat is an Other Benefit Obligation maintained,<\/p>\n<\/p>\n

27<\/p>\n

\n

\n

participated in or contributed to by any Seller Foreign Subsidiary or
\nPipeline Seal U.K. (“Seller Benefit Obligation<\/u>“). Schedule
\n2.13(a) <\/strong>also lists each ERISA Affiliate. The terms “Seller Employee
\nPlan” and “Seller Benefit Obligation” also include any Plan or Other Benefit
\nObligation formerly maintained, participated in or contributed to by any U.S.
\nSeller, Seller Foreign Subsidiary or Pipeline Seal U.K. or a predecessor of a
\nU.S. Seller, Seller Foreign Subsidiary, Pipeline Seal U.K. or any ERISA
\nAffiliate (including with respect to such a predecessor) or former ERISA
\nAffiliate (including with respect to such a predecessor) if any U.S. Seller,
\nSeller Foreign Subsidiary or Pipeline Seal U.K. has any continuing liability
\nwith respect thereto.<\/p>\n<\/p>\n

(b) Neither any U.S. Seller nor any ERISA Affiliate has ever (i) participated
\nin, contributed to or been required to contribute to, any “multiemployer plan”
\n(as defined in Section 4001(a)(3) of ERISA), or (ii) sponsored or maintained any
\npension plan subject to Title IV of ERISA.<\/p>\n<\/p>\n

(c) No U.S. Seller, Seller Foreign Subsidiary, Pipeline Seal U.K. nor any
\nERISA Affiliate has incurred (nor has any event occurred that could result in
\nany Seller, Seller Foreign Subsidiary, Pipeline Seal U.K. or any ERISA Affiliate
\nincurring) any liability in connection with any existing or previously existing
\nSeller Employee Plan or Seller Benefit Obligation that will become, on or after
\nthe Closing Date, an obligation or liability of the Buyer.<\/p>\n<\/p>\n

(d) Schedule 2.13(d)<\/strong> sets forth all persons (i) currently
\nenrolled in a Seller Employee Plan or Seller Benefit Obligation under COBRA (or
\nthe foreign equivalent of same), or (ii) who have an unexercised right to so
\nenroll.<\/p>\n<\/p>\n

(e) The Seller Employee Plans have been duly administered, carried out in
\naccordance with their terms and are in compliance with applicable provisions of
\napplicable Law. Except as set forth on Schedule 2.13(e)<\/strong>, the
\nU.S. Sellers, Seller Foreign Subsidiaries, Pipeline Seal U.K and any ERISA
\nAffiliates have complied with their obligations in connection with Seller
\nEmployee Plans, and in particular have created accruals as required under
\napplicable accounting standards, duly paid any required contributions and
\nprovided for any required insolvency protection. Except as set forth on
\nSchedule 2.13(e)<\/strong>, accruals created in relation to such Seller
\nEmployee Plans properly reflect the financial obligations of the U.S. Sellers,
\nSeller Foreign Subsidiaries, Pipeline Seal U.K. and any ERISA Affiliate under
\nthe Seller Employee Plans.<\/p>\n<\/p>\n

2.14 Employees, Contractors and Consultants; Labor Matters<\/u>.<\/p>\n<\/p>\n

(a) Schedule 2.14(a)<\/strong> sets forth all current employees of
\neach U.S. Seller and each Seller Foreign Entity (other than the Seller Foreign
\nJVs), identifies any such employees who are on temporary leave under the Family
\nand Medical Leave Act, or who are otherwise on long-term leave of absence,
\nlong-term disability, hospitalized or other similar status, or have concluded an
\nold-age part-time contract in Germany, and indicates each employee153s job title,
\ncurrent hourly rate of compensation or base salary and bonus structure, 401k or
\nother retirement (including match) participation and amount of accrued vacation
\nand sick days and severance pay. There are no retired employees (or dependents
\nof such retirees) of any U.S. Seller, any Seller Foreign Subsidiary or Pipeline
\nSeal U.K. receiving benefits or scheduled to receive benefits in the future<\/p>\n<\/p>\n

28<\/p>\n

\n

\n

from any U.S. Seller, any Seller Foreign Subsidiary or Pipeline Seal U.K.
\nExcept as set forth on Schedule 2.14(a)<\/strong>, there is no Contract
\ncontaining ongoing executory obligations on the part of the U.S. Sellers, the
\nSeller Foreign Subsidiaries or Pipeline Seal U.K. (i) with respect to the
\nemployment of any individual; (ii) relating to any severance or termination
\npayment or bonus to any current or former employee or (iii) relating to any
\nnoncompetition, nonsolicitation or nondisclosure covenants with respect to any
\ncurrent or former employee.<\/p>\n<\/p>\n

(b) Schedule 2.14(b)<\/strong> sets forth all current contractors,
\nsubcontractors and consultants of each U.S. Seller and each Seller Foreign
\nEntity (other than the Seller Foreign JVs) and indicates for each such Person153s
\ncompensation structure and lists the Business Contract with such Person. No U.S.
\nSeller or Seller Foreign Subsidiary, Pipeline Seal U.K. nor to the Sellers153
\nKnowledge, any Seller Foreign JV, is delinquent in payments to any employee,
\ncontractor or consultant. To the Sellers153 Knowledge, no employee or consultant
\nof a U.S. Seller, or a Seller Foreign Entity (other than the Italian JV) is a
\nparty to any confidentiality, noncompetition, nonsolicitation or proprietary
\nrights agreement that adversely affects (i) the performance of his or her duties
\nas an employee or consultant of such U.S. Seller, or such Seller Foreign Entity
\nor (ii) the ability of such individual to assign to the U.S. Sellers or the
\nSeller Foreign Entities, as applicable, any rights under any invention,
\nimprovement or discovery.<\/p>\n<\/p>\n

(c) Schedule 2.14(c)<\/strong> specifies the aggregate number of
\nemployees terminated by each of the U.S. Sellers and the Seller Foreign Entities
\n(other than the Seller Foreign JVs) during the 24-month period prior to the date
\nhereof. To the Sellers153 Knowledge, no employee, contractor or consultant of a
\nU.S. Seller or Seller Foreign Entity (other than the Italian JV) intends to
\nterminate his or her employment or terminate or materially reduce such Person153s
\nrelationship with such Person.<\/p>\n<\/p>\n

(d) Schedule 2.14(d)<\/strong> sets forth the severance payment
\namounts due to each employee of the U.S. Sellers, the Seller Foreign
\nSubsidiaries, Pipeline Seal U.K. and to the Sellers153 Knowledge, the Japanese JV
\nand the Malaysian JV, in case of termination of their employment as of the
\nClosing and also sets forth other payments (including retirement account
\npayments) to be made to such employees in connection with the Closing and the
\nterms of such payments.<\/p>\n<\/p>\n

(e) Except as set forth in Schedule 2.14(e)<\/strong>, no U.S. Seller
\nor Seller Foreign Entity is, or has been, a party to any collective bargaining
\nagreement or other union or labor Contract. There is not presently, and there
\nhas not been, any pending or existing or threatened (i) strike, slowdown,
\npicketing, work stoppage, labor organization drive, or employee grievance
\nprocess, or (ii) application for certification of a collective bargaining agent,
\nfor any of the U.S. Sellers153 or the Seller Foreign Entities153 employees. There is
\nno lockout of any employees of any U.S. Seller or any Seller Foreign Entity, and
\nno such action is contemplated by any U.S. Seller or any Seller Foreign Entity.\n<\/p>\n<\/p>\n

(f) The Seller Parties have delivered to the Buyer true and complete copies
\nof all personnel, payroll, and employment policies and manuals of the U.S.
\nSellers and the Seller Foreign Entities (other than the Seller Foreign JVs).
\nThere are no loans or other obligations payable or owing by a U.S. Seller or a
\nSeller Foreign Entity to any partner, manager, officer, director or employee of
\nsuch Person. There are no loans or debts payable or owing by any such Persons or
\ntheir Affiliates to a U.S. Seller or a Seller Foreign Entity, nor has any U.S.
\nSeller or<\/p>\n<\/p>\n

29<\/p>\n

\n

\n

Seller Foreign Entity guaranteed any of such Persons153 or their Affiliates153
\nrespective loans or obligations.<\/p>\n<\/p>\n

(g) Each Owner (in connection with the Business), each other Seller Party,
\nand each Seller Foreign Entity is and has been in compliance with all Laws
\napplicable to employment matters. Except as set forth on Schedule
\n2.14(g)<\/strong>, there are no ongoing claims or Proceedings regarding
\nemployment matters, including any Proceedings related to the U.S. Equal
\nEmployment Opportunity Commission or employment discrimination claims, that have
\nbeen commenced against any Seller or any Seller Foreign Entity (or its
\nrespective general partner, manager, officers, directors or employees in such
\ncapacity) in the five years prior to the date hereof, or that are currently
\npending against any such Person, or to the Sellers153 Knowledge that are
\nthreatened against any such Person.<\/p>\n<\/p>\n

(h) The U.S. Sellers and the Seller Foreign Entities have properly verified
\nthe employment eligibility of all of their employees in compliance with the
\nImmigration Reform and Control Act (IRCA), the Illegal Immigration Reform and
\nImmigrant Responsibility Act (IIRAIRA) and similar immigration Laws, as
\napplicable, and, to the extent required by applicable Law, have retained a fully
\ncompleted and executed Form I-9 (Employment Eligibility Verification Form) for
\neach of their employees. To the Sellers153 Knowledge, no Person the U.S. Sellers
\nor the Seller Foreign Entities employ has submitted faulty or unreliable
\ndocumentation in the I-9 verification or similar foreign process or is otherwise
\nineligible for employment.<\/p>\n<\/p>\n

(i) Schedule 2.14(i)<\/strong> contains for each Seller Foreign
\nSubsidiary and Pipeline Seal U.K. samples or forms (as applicable) of its
\nstandard employment agreements. The employment agreements of employees actually
\nconcluded with such Seller Foreign Subsidiaries and Pipeline Seal U.K. are in
\nsubstantially the form set forth on such schedule.<\/p>\n<\/p>\n

(j) Notwithstanding anything herein to the contrary, the representations and
\nwarranties set forth in this Section 2.14 <\/strong>are, with respect to
\nthe Seller Foreign JVs, limited to the Sellers153 Knowledge.<\/p>\n<\/p>\n

2.15 Insurance<\/u>.<\/p>\n<\/p>\n

(a) Schedule 2.15(a)<\/strong> lists each Seller153s and each Seller
\nForeign Entity153s current insurance policies (other than with respect to the
\nSeller Foreign JVs) with respect to the Business, and for each policy, indicates
\nthe insurer153s name, policy number, expiration date and amount and type of
\ncoverage. True and correct copies of all such policies have been provided to the
\nBuyer. Further, with respect to worker153s compensation, general and excess
\nliability insurance covering each Seller153s, each Seller Foreign Subsidiary153s and
\nPipeline Seal U.K.153s liability arising from its products and completed
\noperations, summary information is set forth on Schedule
\n2.15(a)<\/strong> including the insurer153s name, policy number, expiration date,
\nand amount and type of coverage for each of the five preceding policy years.
\nExcept as set forth on Schedule 2.15(a)<\/strong>, claims for occurrences
\narising prior to Closing may be filed under such policies following the Closing
\nwithout any change to such existing policies or the purchase of tail insurance.
\nSchedule 2.15(a)<\/strong> also describes any self-insurance arrangement
\nby any Owner (in connection with the Business), any other Seller Party or Seller
\nForeign Entity (other than the Seller Foreign JVs), including any reserves
\nestablished thereunder.<\/p>\n<\/p>\n

30<\/p>\n

\n

\n

(b) All insurance policies set forth or required to be set forth in
\nSchedule 2.15(a)<\/strong> are in full force and effect and all premiums
\ndue have been paid. No Seller Party or Seller Foreign Entity (but only to the
\nSellers153 Knowledge with respect to the Seller Foreign JVs) has received with
\nrespect to any insurance policy set forth in Schedule 2.15(a)<\/strong>
\n(i) any refusal of coverage or notice that defense will be afforded with
\nreservation of rights or (ii) any notice of cancellation or indication that any
\ninsurance will not be renewed.<\/p>\n<\/p>\n

(c) Each Seller Party (in connection with the Business), and each Seller
\nForeign Entity (but only to the Sellers153 Knowledge with respect to the Seller
\nForeign JVs) has given notice of all existing claims related to the Business for
\nclaims with total incurred loss values greater than fifty percent (50%) of the
\ndeductible or self-insured retention of the policy applicable to the loss to the
\ninsurer providing coverage. Except as set forth in Schedule
\n2.15(c)<\/strong>, no insurance policy provides for any retrospective premium
\nadjustment or other experienced-based liability on the part of any Seller Party
\nor any Seller Foreign Entity (but only to the Sellers153 Knowledge with respect to
\nthe Seller Foreign JVs).<\/p>\n<\/p>\n

(d) Schedule 2.15(d)<\/strong> sets forth, by year, for the current
\npolicy year and each of the five preceding policy years, a summary of the loss
\nexperience under each insurance policy of the Business (other than as conducted
\nby the Seller Foreign JVs) for claims with total incurred loss values greater
\nthan fifty percent (50%) of the deductible or self-insured retention of the
\npolicy applicable to the loss; (ii) a brief statement for each claim setting
\nforth (A) the name of the claimant and (B) the amount and a brief description of
\nthe claim; and (iii) summary of the loss experience for all claims with incurred
\nvalues greater than $10,000 that were self-insured. For each of the five years
\npreceding the earliest year covered under Schedule 2.15(d)<\/strong>, the
\nloss experience under each insurance policy of the Business (other than as
\nconducted by the Seller Foreign JVs) did not materially differ from the summary
\nloss experience provided on Schedule 2.15(d)<\/strong>.<\/p>\n<\/p>\n

2.16 Assets<\/u>.<\/p>\n<\/p>\n

(a) Except as set forth on Schedule 2.16(a)<\/strong>, each U.S.
\nSeller and each Seller Foreign Entity (other than the Italian JV) owns good and
\nmarketable title to all Business Assets, whether tangible or intangible, that it
\npurports to own, including, with respect to PSI Germany, all of the assets used
\nin the Mavei Business prior to Closing and all of the assets used in the
\nbusiness of GPP prior to Closing except for the assets listed or of the type
\nlisted on Schedule 2.16(d)<\/strong>, including all of the assets
\nreflected on the Most Recent Balance Sheet (except for assets sold since the
\nBalance Sheet Date in the Ordinary Course), free and clear of all Liens, other
\nthan Permitted Encumbrances.<\/p>\n<\/p>\n

(b) Schedule 2.16(b)<\/strong> lists all equipment, vehicles,
\nfurniture, or other tangible personal property owned by the U.S. Sellers and the
\nSeller Foreign Entities (other than the Seller Foreign JVs) with an individual
\nbook value in excess of $10,000 and the location thereof. To the Sellers153
\nKnowledge, the tangible personal property of the U.S. Sellers, the Seller
\nForeign Subsidiaries and Pipeline Seal U.K., in each case with a book value in
\nexcess of $15,000, and owned or leased by a U.S. Seller, a Seller Foreign
\nSubsidiary, or Pipeline Seal U.K. including all equipment, fixtures, vehicles
\nand computers, is in a good state of repair, reasonable wear and tear<\/p>\n<\/p>\n

31<\/p>\n

\n

\n

excepted, and good working condition and is adequate for use in the Business
\nfor its intended purposes.<\/p>\n<\/p>\n

(c) Schedule 2.16(c)<\/strong> lists each Business Asset that is
\nleased by a U.S. Seller or a Seller Foreign Entity (other than the Seller
\nForeign JVs) for which lease payments exceed $25,000 per year. For each such
\nleased asset, the Seller Parties have delivered to the Buyer true and complete
\ncopies of all leases affecting such assets.<\/p>\n<\/p>\n

(d) The Business Assets constitute all of the assets used by the Seller
\nParties and the Seller Foreign Entities (other than the Italian JV) in the
\nBusiness, other than the Excluded Assets and the Seller Foreign Entity Excluded
\nAssets, as it is currently conducted. Except for the Excluded Assets and the
\nSeller Foreign Entity Excluded Assets, the Business Assets will be sufficient
\nfor the continued conduct of the Business by the Buyer and its Affiliates after
\nthe Closing in the same manner as conducted by the Sellers and the Seller
\nForeign Entities prior to the Closing. The Business Assets include all of the
\nassets used in the Mavei Business prior to Closing and all of the assets used in
\nthe business of GPP prior to Closing, except for the assets listed or of the
\ntype listed on Schedule 2.16(d)<\/strong>.<\/p>\n<\/p>\n

2.17 Real Property<\/u>. Schedule 2.17 <\/strong>lists all real
\nproperty owned, leased, subleased, occupied or operated by the Seller Parties
\n(in connection with the Business) and the Seller Foreign Entities (other than
\nthe Seller Foreign JVs) and indicates which such real property is owned and
\nwhich such real property is leased and which Seller or Seller Foreign Entity
\nowns, leases or operates such real property. Such real property and the
\nimprovements, buildings and structures thereon (the “Improvements<\/u>“)
\nconstitutes all of the real property owned, leased, subleased or operated by the
\nSellers and the Seller Foreign Entities (other than the Seller Foreign JVs) in,
\nand all of the real property used in, the Business (other than as conducted by
\nthe Seller Foreign JVs) (the “Business Real Property<\/u>“). The Business Real
\nProperty and the Improvements thereon are the only facilities now or previously
\nowned or operated by the Sellers and the Seller Foreign Entities (other than the
\nSeller Foreign JVs). All of the Improvements are in good condition, normal wear
\nand tear excepted, and in compliance with all applicable zoning and other
\napplicable Laws. To the Sellers153 Knowledge, no Improvement encroaches on any
\nother property or is located in a flood hazard area. The Landlord under each of
\nthe Houston Lease and the U.K. Lease has valid, good, insurable and marketable
\nfee simple title to the underlying real property, free and clear of all Liens,
\nother than Permitted Encumbrances. The applicable Seller or Seller Foreign
\nEntity has good and valid leasehold title to any leased Business Real Property,
\nfree of all Liens, other than Permitted Encumbrances. The Seller Parties have
\ndelivered to the Buyer true and correct copies of the leases and other
\ninstruments (whether or not recorded) by which the applicable Seller or Seller
\nForeign Entity acquired the subject leased Business Real Property and copies of
\nall title insurance policies, opinions, abstracts and surveys in the possession
\nof the Sellers or the Seller Foreign Entities and relating to the leased
\nBusiness Real Property. Except as set forth on Schedule 2.17<\/strong>,
\nthe Business Real Property (including the Improvements) is not subject to any
\nlease or other occupancy agreement. There are no pending or, to the Sellers153
\nKnowledge, threatened, condemnation, expropriation or other Proceedings
\naffecting the Business Real Property. Neither the Seller Parties, the Seller
\nForeign Entities, nor the Landlords own or hold, and no such Person is obligated
\nunder or a party to, any option, right of first refusal or other contractual
\nright to purchase, or dispose of any interest in, the Business Real Property.
\nAll of the Business Real Property is adequately accessible for the operation of
\nthe Business as currently<\/p>\n<\/p>\n

32<\/p>\n

\n

\n

conducted. To the Sellers153 Knowledge, all of the Business Real Property may
\nbe legally used for the operation of the Business as currently conducted. The
\nHouston Lease and the U.K. Lease will grant to the Buyer Entity party thereto
\n(i) the right to use and occupy the underlying real property and the
\nImprovements to the extent provided in such lease, and (ii) good, valid,
\ninsurable and marketable leasehold title to such real property and Improvements,
\nfree of all Liens except for Permitted Encumbrances.<\/p>\n<\/p>\n

2.18 Bank Accounts<\/u>. Schedule 2.18 <\/strong>sets forth the name
\nand location of each bank, trust company or other institution in which a U.S.
\nSeller or a Seller Foreign Subsidiary or Pipeline Seal U.K. has an account,
\nmoney on deposit or safety deposit box and the names of all Persons authorized
\nto draw thereon or to have access thereto.<\/p>\n<\/p>\n

2.19 Accounts Receivable<\/u>. Set forth in Schedule 2.19
\n<\/strong>is a complete and accurate list of all Accounts Receivable of the
\nSellers, the Seller Foreign Subsidiaries and Pipeline Seal U.K., excluding
\nIntercompany Accounts Receivable, as of December 31, 2010, which list sets forth
\nthe aging of such Accounts Receivable as of such date. Except as set forth on
\nSchedule 2.19<\/strong>, the Accounts Receivable of the Sellers, the
\nSeller Foreign Subsidiaries and Pipeline Seal U.K., excluding Intercompany
\nAccounts Receivable, represent valid and bona fide claims and were acquired or
\narose in the Ordinary Course. Except as set forth on Schedule
\n2.19<\/strong>, there is no contest, claim, or right of set off by any obligor of
\nany Accounts Receivable of any Seller, Seller Foreign Subsidiary, or Pipeline
\nSeal U.K. relating to the amount or validity of such Accounts Receivable. No
\nSeller, Seller Foreign Subsidiary, or Pipeline Seal U.K. utilizes a lock box
\nbank account or similar arrangement in connection with the collection of
\nAccounts Receivable.<\/p>\n<\/p>\n

2.20 Proprietary Rights<\/u>.<\/p>\n<\/p>\n

(a) Ownership and Right to Use<\/u>. The Business Proprietary Rights
\nconstitute all of the Proprietary Rights used by the Seller Parties, the Seller
\nForeign Subsidiaries or Pipeline Seal U.K., and to the Sellers153 Knowledge, the
\nJapanese JV and the Malaysian JV (or any of their respective Affiliates) in the
\nBusiness, and the Seller Parties, the Seller Foreign Subsidiaries or Pipeline
\nSeal U.K., as applicable, and to the Sellers153 Knowledge, the Japanese JV and the
\nMalaysian JV own or have the right to use all such Business Proprietary Rights.
\nSchedule 2.20(a)<\/strong> sets forth all registered Proprietary Rights
\nused in the Business by the Sellers, the Seller Foreign Subsidiaries, and
\nPipeline Seal U.K. Except as disclosed in Schedule 2.20(a)<\/strong>, no
\nSeller, Seller Foreign Subsidiary, nor Pipeline Seal U.K. nor, to the Sellers153
\nKnowledge, the Japanese JV or the Malaysian JV has, and the Buyer will not have
\nupon the Closing, (i) any contractual limitation or restriction on its right to
\nuse any Business Proprietary Right, (ii) any obligation to pay any royalty or
\nother fee to any Person relating to any Business Proprietary Right or (iii) any
\nobligation to any other Person to register or protect any Business Proprietary
\nRight. Except as set forth on Schedule 2.20(a)<\/strong>, there is no
\nBusiness Contract of any Seller Party or Seller Foreign Entity (other than the
\nItalian JV and only to the Sellers153 Knowledge with respect to the Seller Foreign
\nJVs) that grants any Person a license in any Business Proprietary Right.<\/p>\n<\/p>\n

(b) Acquired Proprietary Rights<\/u>. Except as set forth on
\nSchedule 2.20(b)<\/strong>, other than with respect to the Purchased
\nSoftware (as defined in paragraph (h) infra<\/u>), no Business Proprietary
\nRight was created for the Seller Parties (for use by the Sellers or the Seller
\nForeign Entities), the Seller Foreign Subsidiaries, Pipeline Seal U.K. or, to
\nthe Sellers153 Knowledge, the<\/p>\n<\/p>\n

33<\/p>\n

\n

\n

Seller Foreign JVs by any Person other than an employee acting within the
\nscope of the employee153s duties for the Sellers, the Seller Foreign Subsidiaries,
\nPipeline Seal U.K. or the Seller Foreign JVs.<\/p>\n<\/p>\n

(c) Marks, Trade Names and Domain Names<\/u>. Schedule
\n2.20(c)<\/strong> lists each registered Mark and registered Trade Name that is
\ncurrently used by any Seller, Seller Foreign Subsidiary, or Pipeline Seal U.K.
\nand lists each application for registration that has been filed and each
\nregistration that has been obtained by any Seller, Seller Foreign Subsidiary, or
\nPipeline Seal U.K. with respect to any such Marks or Trade Name.
\nSchedule 2.20(c)<\/strong> also lists each material domain name currently
\nused by a Seller, Seller Foreign Subsidiary, or Pipeline Seal U.K., the entity
\nin which such domain name is registered, the registration date, the expiration
\ndate, any renewal date, name of registry and contact information for the
\nregistry (including its billing agent). All such Marks, Trade Names and domain
\nnames are included in the Business Proprietary Rights. To the Sellers153
\nKnowledge, the Sellers, the Seller Foreign Subsidiaries, and Pipeline Seal U.K.
\nhave the exclusive right to use each such Mark and Trade Name within the scope,
\nand in the geographic area, of its present use and have the right to continue to
\nuse each such domain name. To the Sellers153 Knowledge: (i) no other Person is
\nusing a similar Trade Name to describe a business that is similar to the
\nBusiness; (ii) no other Person is using a similar Mark to describe products or
\nservices that are similar to the products and services of the Business; and
\n(iii) no other Person has registered or is currently using any Mark or Trade
\nName in a manner that would preclude the Sellers, the Seller Foreign
\nSubsidiaries or Pipeline Seal U.K. from using the Marks and Trade Names included
\nin the Business Proprietary Rights in their applicable jurisdictions of
\nregistration. Schedule 2.20(c)<\/strong> also identifies any actions that
\nmust be taken within thirty (30) days after the Closing for the purposes of
\nobtaining, maintaining, perfecting or preserving or renewing any Business
\nProprietary Rights of the Sellers, the Seller Foreign Subsidiaries, or Pipeline
\nSeal U.K., including the payment of any registration, maintenance or renewal
\nfees or the filing of any responses to office actions, documents, applications
\nor certificates.<\/p>\n<\/p>\n

(d) Patents<\/u>. Schedule 2.20(d)<\/strong> lists each Patent owned
\nor licensed by the Sellers, any Seller Foreign Subsidiary, or Pipeline Seal U.K.
\nand included in the Business Proprietary Rights, specifies whether each such
\nPatent is owned or licensed by the Sellers, any Seller Foreign Subsidiary, or
\nPipeline Seal U.K. and lists each country in which each such issued Patent is
\nvalid. Each claim of each issued Patent owned, used or licensed by the Sellers,
\nthe Seller Foreign Subsidiaries, or Pipeline Seal U.K. is included in the
\nBusiness Proprietary Rights and each such Patent is valid and enforceable.
\nExcept as disclosed in Schedule 2.20(d)<\/strong>, each Contract pursuant
\nto which a Seller, a Seller Foreign Subsidiary, or Pipeline Seal U.K. licenses
\nany Patent grants such Seller, such Seller Foreign Subsidiary, or Pipeline Seal
\nU.K. the unrestricted right to carry on any business within the scope of the
\ninvention covered by such Patent in the countries in which the Patent is valid.\n<\/p>\n<\/p>\n

(e) Copyrights<\/u>. Schedule 2.20(e)<\/strong> lists each Copyright
\nthat is registered with the United States Copyright Office or the comparable
\nagency of any other country and is owned or licensed by the Sellers, the Seller
\nForeign Subsidiaries, or Pipeline Seal U.K. and included in the Business
\nProprietary Rights. For each such Copyright, Schedule 2.20(e)<\/strong>
\nincludes the number and date of such registration or application by country,
\nprovince and state. The Sellers, the<\/p>\n<\/p>\n

34<\/p>\n

\n

\n

Seller Foreign Subsidiaries, and Pipeline Seal U.K. own all rights in such
\nCopyrights. To the Sellers153 Knowledge, all Copyrights are valid and enforceable.\n<\/p>\n<\/p>\n

(f) Trade Secrets<\/u>. Each Seller, each Seller Foreign Subsidiary and
\nPipeline Seal U.K., and, to the Sellers153 Knowledge, the Seller Foreign JVs, has
\ntaken efforts that are reasonable under the circumstances to prevent the
\nunauthorized disclosure of its Trade Secrets.<\/p>\n<\/p>\n

(g) German Employee Inventions<\/u>. Each Seller and each Seller Foreign
\nSubsidiary and Pipeline Seal U.K. have, to the extent required by applicable
\nlaw, agreement or otherwise, complied with the provisions of the German Act on
\nEmployee Inventions (Arbeitnehmererfindungsgesetz<\/em>), to the extent
\napplicable to such entity, and the relevant Law of non-German jurisdictions
\nrelating to inventions made by employees which are covered by any of the
\nPatents, utility models or applications thereto registered or pending in the
\nname of such entity. In particular, each Seller and each Seller Foreign
\nSubsidiary and Pipeline Seal U.K. have formally correctly laid claim to all
\nrights in service inventions (Diensterfindungen unbeschr 164nkt in Anspruch
\ngenommen<\/em>) made by its employees which are covered by any of the Patents,
\nutility models or applications thereto registered or pending in the name of such
\nentities, including, those for which the corresponding Patents, utility models
\nand applications thereto are identified in Schedule 2.20(g)<\/strong>.
\nEach Seller and each Seller Foreign Subsidiary and Pipeline Seal U.K. have paid
\nall remuneration or compensation to persons entitled thereto pursuant to the
\nGerman Act on Employee Inventions, to the extent applicable to such entity, the
\nrelevant laws of non-German jurisdictions relating to inventions made by
\nemployees, or the relevant agreements with such persons.<\/p>\n<\/p>\n

(h) Software<\/u>. Schedule 2.20(h)<\/strong> identifies all
\nSoftware included in the Purchased Assets or used by the Sellers, the Seller
\nForeign Subsidiaries or Pipeline Seal U.K. (the “Purchased Software<\/u>“),
\nand the Contracts pursuant to which such Software, other than with respect to
\nstandard off-the-shelf Software, is licensed by the Sellers, the Seller Foreign
\nSubsidiaries or Pipeline Seal U.K., as applicable (the “Software License
\nAgreements<\/u>“). The Purchased Software includes all of the Software used in
\nthe Business. The Seller Parties have provided the Buyer with true, correct and
\ncomplete copies of all of the Software License Agreements. None of the Sellers,
\nthe Seller Foreign Subsidiaries nor Pipeline Seal U.K. sells, licenses,
\nsublicenses, markets or otherwise provides Software to other Persons in
\nconnection with the Business and no Business Contract grants any Person a
\nlicense or sublicense in any Software or any right to access or use any
\nSoftware. None of the Sellers, the Seller Foreign Subsidiaries nor Pipeline Seal
\nU.K. has entered into any Contract that restricts the Sellers153 the Sellers
\nForeign Subsidiaries153 or Pipeline Seal U.K.153s use of any Purchased Software or
\nthat obligates the Sellers, the Sellers Foreign Subsidiaries or Pipeline Seal
\nU.K. to maintain, enhance, protect or otherwise take any action with respect to
\nany Purchased Software.<\/p>\n<\/p>\n

(i) No Infringement<\/u>. None of the Seller Parties, the Seller Foreign
\nSubsidiaries, Pipeline Seal U.K., nor, to the Sellers153 Knowledge, the Seller
\nForeign JVs have interfered with, infringed upon or misappropriated any
\nProprietary Right of any other Person and the continued operation of the
\nBusiness by the Buyer, in the manner that the Business is currently conducted,
\nwill not interfere with, infringe upon or misappropriate any Proprietary Right
\nof any other Person. To the Sellers153 Knowledge, no Person is interfering with,
\ninfringing upon or misappropriating any Purchased Proprietary Right. No claim
\nhas been received from any Person<\/p>\n<\/p>\n

35<\/p>\n

\n

\n

by any Seller Party, Seller Foreign Subsidiary, Pipeline Seal U.K., or to
\nSellers153 Knowledge, the Seller Foreign JVs: (i) that such Person has any right,
\ntitle or interest in or to any of the Copyrights, Marks, Patents, Trade Names,
\nTrade Secrets or Know-How included in the Business Proprietary Rights; (ii) that
\nsuch Person has the right to use any of the Marks, Trade Names or domain names
\nincluded in the Business Proprietary Rights; (iii) to the effect that any past,
\npresent, or projected act or omission of any Seller Party or Seller Foreign
\nEntity infringes any Proprietary Right of such Person; or (iv) that challenges
\nany Seller153s or any Seller Foreign Entity153s right to use any of the Business
\nProprietary Rights.<\/p>\n<\/p>\n

2.21 Contracts<\/u>.<\/p>\n<\/p>\n

(a) Schedule 2.21(a)<\/strong> (i) contains a complete and accurate
\nlist, as of the date hereof, of all Business Contracts excluding (A) Contracts
\nonly for the purchase of materials and sales of inventory in the Ordinary Course
\ninvolving, in each case, payments not in excess of $50,000 per year, (B)
\nContracts only to make capital expenditures or purchases or sales (other than
\npurchases of materials and sales of inventory in the Ordinary Course) entered
\ninto in the Ordinary Course involving, in each case, payments not in excess of
\n$50,000, (C) Contracts that are only leases or rental agreements having, in each
\ncase, an aggregate payment of less than $25,000 and terms of one year or less,
\nand (D) Contracts between the Seller Foreign JVs and third parties (other than
\nthe Seller Parties and the other Seller Foreign Entities), and (ii) sets forth
\neach Contract (A) between any Seller, Seller Foreign Subsidiary, or Pipeline
\nSeal U.K. and any labor union or other employee representative of a group of
\nemployees relating to wages, hours or other conditions of employment, (B)
\ninvolving a sharing of profits, losses, costs or liabilities by any Seller, any
\nSeller Foreign Subsidiary or Pipeline Seal U.K. with any other Person, (C)
\ncontaining covenants that in any way purport to restrict the business activity
\nof any Seller, any Seller Foreign Subsidiary or Pipeline Seal U.K. or limit the
\nfreedom of any Seller, any Seller Foreign Subsidiary or Pipeline Seal U.K. to
\nengage in any line of business or to compete with any Person, (D) that is a
\ndistributor agreement to which a Seller, Seller Foreign Subsidiary or Pipeline
\nSeal U.K. is a party, (E) that is a sales representative or agency agreement to
\nwhich a Seller, Seller Foreign Subsidiary or Pipeline Seal U.K. is a party, (F)
\nthat is a loan agreement, letter of credit, performance or payment bond,
\nguaranty or surety bond pursuant to which a Seller, a Seller Foreign Subsidiary
\nor Pipeline Seal U.K. is a party (specifically including any Contract pursuant
\nto which any Seller Party guarantees or is otherwise liable for the debts or
\nobligations of any Seller or Seller Foreign Entity), (G) that is a warehousing
\nagreement to which a Seller, Seller Foreign Subsidiary or Pipeline Seal U.K. is
\na party, and (H) that is a Contract between a Seller Foreign JV, on the one
\nhand, and a Seller Party, Seller Foreign Entity or an Affiliate of such Person,
\non the other hand, and (iii) specifically identifies which Business Contracts
\nare those of the foregoing types. The Contracts or instruments required to be
\nset forth in Schedule 2.21(a)<\/strong> are referred to herein as the
\n“Material Contracts<\/u>.” The Seller Parties have delivered to the Buyer true
\nand complete copies of all written Material Contracts and written descriptions
\nof the material terms of all oral Material Contracts.<\/p>\n<\/p>\n

(b) Each of the Material Contracts is in full force and effect and
\nconstitutes a valid and binding obligation of the Seller Party or the Seller
\nForeign Entity (but only to the Sellers153 Knowledge with respect to the Seller
\nForeign JVs) party thereto and, to the Sellers153 Knowledge, the other parties
\nthereto, and is legally enforceable in accordance with its terms, except as
\nenforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent
\nconveyance,<\/p>\n<\/p>\n

36<\/p>\n

\n

\n

moratorium or other similar Laws relating to or affecting creditors153 rights
\ngenerally and to general principles of equity (regardless of whether enforcement
\nis considered in a proceeding in equity or at law).<\/p>\n<\/p>\n

(c) None of the Seller Parties nor any Seller Foreign Entity (but only to the
\nSellers153 Knowledge with respect to the Seller Foreign JVs) has breached or
\ndefaulted under any Material Contract, and to the Sellers153 Knowledge, neither
\nhas any other party thereto. None of the Seller Parties nor any Seller Foreign
\nEntity (but only to the Sellers153 Knowledge with respect to the Seller Foreign
\nJVs) has given or received any notice of any (i) actual, alleged, or potential
\nbreach of or default under any Material Contract or (ii) the election of any
\nparty to any Material Contract to cancel, terminate or not renew any such
\nMaterial Contract.<\/p>\n<\/p>\n

(d) Attached as Schedule 2.21(d)<\/strong> are copies of the standard
\nterms and conditions of sale of the Sellers and the Seller Foreign Entities
\n(other than the Seller Foreign JVs).<\/p>\n<\/p>\n

2.22 Inventory<\/u>. The inventory of the Sellers, the Seller Foreign
\nSubsidiaries, and Pipeline Seal U.K. as of December 31, 2010 is set forth on
\nSchedule 2.22(a)<\/strong>. All inventory of the Sellers, the Seller
\nForeign Subsidiaries and Pipeline Seal U.K. was acquired or produced in the
\nOrdinary Course. Except as set forth on Schedule 2.22(b)<\/strong>, the
\nSellers, the Seller Foreign Subsidiaries and Pipeline Seal U.K. are not in
\npossession of any inventories not owned by the Sellers, the Seller Foreign
\nSubsidiaries or Pipeline Seal U.K., including goods already sold and there is no
\nproduct of the Sellers, the Seller Foreign Subsidiaries or Pipeline Seal U.K. in
\nthe possession of customers or distributors of the Sellers, the Seller Foreign
\nSubsidiaries or Pipeline Seal U.K. on consignment or on a similar basis. No
\nPerson has the right to return for credit or refund items that, if returned,
\nwould be included in the Sellers153 and the Seller Foreign Entities153 (but only to
\nthe Sellers153 Knowledge with respect to the Seller Foreign JVs) inventories
\npursuant to any agreement, understanding or practice of a Seller or a Seller
\nForeign Entity with respect to taking back any product (other than with respect
\nto defective products).<\/p>\n<\/p>\n

2.23 Products and Warranties<\/u>.<\/p>\n<\/p>\n

(a) There are no defects in the design, construction, manufacturing, support
\nor installation of any of the products made, manufactured, distributed, sold,
\nleased, supported or installed by the Sellers, the Seller Foreign Subsidiaries,
\nPipeline Seal U.K., and, to the Sellers153 Knowledge, the Seller Foreign JVs
\n(collectively the “Products<\/u>“). The Products have been designed and
\nmanufactured in compliance with all regulatory, engineering, industrial and
\nother codes reasonably applicable thereto, but only to the Sellers153 Knowledge
\nwith respect to all components purchased from third parties not affiliated with
\nthe Sellers and the Seller Foreign Entities, and, to the Sellers153 Knowledge,
\nthere are no statements, citations or decisions by any Governmental Authority or
\nany product-testing laboratory that indicate that any Product is unsafe or fails
\nto meet any standards promulgated by such Governmental Authority or testing
\nlaboratory. The Seller Parties, the Seller Foreign Subsidiaries, Pipeline Seal
\nU.K., and, to the Sellers153 Knowledge, the Seller Foreign JVs, have not recalled
\nany Product or received notice of any defect in any Product, any claim of
\npersonal injury, death, or property or economic damages in connection with any
\nProduct, or any claim for injunctive relief in connection with any Product. To
\nthe Sellers153 Knowledge, there are no facts that are reasonably likely to give
\nrise to a<\/p>\n<\/p>\n

37<\/p>\n

\n

\n

recall of any Product or to give rise to a successful future claim of
\npersonal injury, death, or property or economic damages, or a claim for
\ninjunctive relief in connection with any Product.<\/p>\n<\/p>\n

(b) No Seller or Seller Foreign Entity (but only to the Sellers153 Knowledge
\nwith respect to the Seller Foreign JVs) has manufactured, sold, marketed,
\ninstalled or distributed products containing asbestos. No products made,
\nmanufactured, constructed, marketed, distributed, sold, leased, supported or
\ninstalled by the Sellers or the Seller Foreign Entities (but only to the
\nSellers153 Knowledge with respect to the Seller Foreign JVs) contain asbestos,
\nasbestos-containing material, mercury, mercury-containing material, PCBs or
\nPCB-containing material.<\/p>\n<\/p>\n

(c) Schedule 2.23(c)<\/strong> contains a description or copies of the
\nstandard warranty terms and conditions of sale for the Products, as in effect
\nduring the five-year period ending on the date hereof. No other warranty terms
\nand conditions are currently in force and effect for any products sold by the
\nBusiness. Schedule 2.23(c)<\/strong> also sets forth the warranty
\nexperience of the Sellers, the Seller Foreign Subsidiaries, and Pipeline Seal
\nU.K. for the five year period ending on the date hereof.<\/p>\n<\/p>\n

(d) There is no agreement in effect between PSI Germany or its Affiliates and
\nCanusa Systems Limited (collectively, with its Affiliates, “Canusa<\/u>“) or
\nany customers of PSI Germany or its Affiliates regarding Canusa153s Superseal
\n<\/em>sleeve (“Superseal<\/u>“), other than as identified on Schedule
\n2.23(d)<\/strong>; however, the parties thereto have approved in principle a
\nsettlement agreement substantially in the form of the Proposed Canusa Settlement
\nAgreement. Neither the Seller Parties, any Seller Foreign Subsidiaries nor
\nPipeline Seal U.K. have received notice of any failure of any Superseal sold by
\nPSI Germany or its Affiliates, and, to Sellers153 Knowledge, no installed
\nSuperseal sold by PSI Germany or its Affiliates has required replacement
\nfollowing installation in the last five years. No claims have been made to the
\nSeller Parties or Seller Foreign Subsidiaries in connection with Superseal or
\nrelated to a failure or defect in Superseal. All inventory of the Seller
\nParties, the Seller Foreign Subsidiaries and Pipeline Seal U.K. that was subject
\nto the recall by Canusa set forth in Canusa153s April 4, 2009 Marketing Technical
\nBulletin was either sold to a customer or returned to Canusa on or before
\nJanuary 1, 2010 and, to the Sellers153 Knowledge, all such inventory sold to a
\ncustomer was installed on or before January 1, 2010. During the past five years,
\nthe Seller Parties, the Seller Foreign Subsidiaries and Pipeline Seal U.K. had
\ninsurance policies in full force and effect that cover damages related to
\nproduct defects and product liability, including such damages related to any
\nsuch defect in or failure of the Superseal product. No claim has been made by
\nthe Seller Parties, the Seller Foreign Subsidiaries or Pipeline Seal U.K. under
\nsuch policies. All notices required by such policies to be provided to the
\ninsurer regarding any claims or potential claims relating to Superseal products
\nhave been timely delivered.<\/p>\n<\/p>\n

2.24 Customers; Suppliers<\/u>.<\/p>\n<\/p>\n

(a) Schedule 2.24(a)<\/strong> lists each customer or account
\nrepresenting sales by the Business in excess of $50,000 in 2010 (the “Top
\nCustomers<\/u>“). Except as set forth in Schedule 2.24(a)<\/strong>, to
\nthe Sellers153 Knowledge, (i) no Business Contract or account or relationship with
\nany such customer is being terminated or is being considered for termination or
\nnonrenewal; and (ii) no Top Customer is considering any material reduction or
\nother material change in its<\/p>\n<\/p>\n

38<\/p>\n

\n

\n

commercial relationship with the Business. To the Sellers153 Knowledge, no Top
\nCustomer of the Business has since January 1, 2010 notified the Seller Parties
\nof its intent to terminate its customer relationship with the Business, other
\nthan as a consequence of the termination of one or more projects with respect to
\nwhich it was making purchases from the Business, and no such customer will, as a
\nresult of the consummation of the transactions contemplated by this Agreement,
\nterminate or materially reduce its relationship with the Business.<\/p>\n<\/p>\n

(b) Schedule 2.24(b)<\/strong> lists each supplier of the Business
\nrepresenting purchases by the Business in excess of $50,000 in 2010 (the
\n“Top Suppliers<\/u>“). Except as set forth in Schedule
\n2.24(b)<\/strong>, to the Sellers153 Knowledge, (i) no Business Contract or
\nrelationship with any such supplier is being terminated or considered for
\ntermination or non-renewal, and (ii) no Top Supplier is considering any material
\nchange in its commercial relationship with the Business. To the Sellers153
\nKnowledge, no Top Supplier of the Business has since January 1, 2010 notified
\nthe Seller Parties of its intent to terminate its supplier relationship with the
\nBusiness, other than as a consequence of the termination of one or more projects
\nwith respect to which it was supplying the Business, and no such supplier will,
\nas a result of the consummation of the transactions contemplated by this
\nAgreement, terminate or materially reduce its relationship with the Business.\n<\/p>\n<\/p>\n

2.25 Transactions with Affiliates<\/u>. Schedule 2.25
\n<\/strong>lists each instance where an Owner (in connection with the Business),
\nany other Seller Party or a Seller Foreign Entity (but only to the Sellers153
\nKnowledge with respect to each Seller Foreign JV), or an Affiliate of any such
\nPerson, or any of such Persons153 partners, managers, officers or directors, (i)
\nhas any interest in any property used in the Business; (ii) has been a party to
\nany Contract or arrangement with a Seller Party or a Seller Foreign Entity, to
\nthe extent such transactions or other relationships were entered into on other
\nthan an arms-length basis; (iii) has an outstanding claim or right against an
\nOwner (in connection with the Business), any other Seller Party or a Seller
\nForeign Entity; or (iv) has an equity, financial or profit interest in a Person
\n(except for a less than 1% equity interest in any Person the stock of which is
\npublicly traded) that has (A) had business dealings or a material financial
\ninterest in any transaction with a Seller Party or a Seller Foreign Entity, or
\n(B) engaged in competition with a Seller Party or a Seller Foreign Entity.<\/p>\n<\/p>\n

2.26 Powers of Attorney<\/u>. Schedule 2.26 <\/strong>sets forth the
\nnames of any Persons holding powers of attorney from a Seller, a Seller Foreign
\nSubsidiary or Pipeline Seal U.K. and a summary of the material terms thereof.\n<\/p>\n<\/p>\n

2.27 Thunderline S.A<\/u>. Thunderline S.A., a French corporation
\n(“Thunderline S.A.<\/u>“), was dissolved and wound-up by the Owners. As a
\nresult of such dissolution, that certain Link-Seal License and Technical
\nAssistance Agreement, dated June 30, 1992, between Thunderline S.A. and PSI
\nTelecommunications, Inc., a Nevada corporation (as assignee of Thunderline
\nCorporation, a Michigan corporation), was terminated, and no post-termination
\ncovenants, rights, obligations or liabilities thereunder were assigned to any
\nthird parties or are otherwise continuing to be effective.<\/p>\n<\/p>\n

2.28 Brokers<\/u>. No broker, finder or other Person is or will be entitled
\nto any brokerage fees, commissions or finder153s fees from a Seller Party, or a
\nSeller Foreign Entity or by reason of any action taken by a Seller Party or a
\nSeller Foreign Entity and no lender to a Seller Party, a<\/p>\n<\/p>\n

39<\/p>\n

\n

\n

Seller Foreign Subsidiary, Pipeline Seal U.K., or, to the Sellers153 Knowledge,
\na Seller Foreign JV is or will be entitled to payment of any amendment or waiver
\nfee as may be required in connection with the amendment of any credit or finance
\nfacility, in either case in connection with the transactions contemplated
\nhereby.<\/p>\n<\/p>\n

2.29 No Agreement to Sell<\/u>. Except as contemplated by this Agreement,
\nneither any Seller Party, any Seller Foreign Subsidiary, Pipeline Seal U.K. nor,
\nto the Sellers153 Knowledge, any Seller Foreign JV has any legal obligation,
\nabsolute or contingent, to any other Person to sell Equity Interests in any
\nSeller Party or any Seller Foreign Entity or material assets or business of a
\nSeller Party or a Seller Foreign Entity or to effect any merger, consolidation,
\nliquidation, dissolution, recapitalization or other reorganization of a Seller
\nParty or a Seller Foreign Entity or to enter into any agreement with respect
\nthereto.<\/p>\n<\/p>\n

2.30 Disclaimer<\/u>. NONE OF THE SELLER PARTIES NOR ANY OF THEIR
\nRESPECTIVE AFFILIATES, REPRESENTATIVES OR ADVISORS HAVE MADE, OR SHALL BE DEEMED
\nTO HAVE MADE, TO THE BUYER ENTITIES ANY REPRESENTATION OR WARRANTY WITH RESPECT
\nTO THE BUSINESS, THE ASSETS OF ANY SELLER PARTY OR ANY SUCH AFFILIATE OR THE
\nASSUMED LIABILITIES, THE SELLER FOREIGN ENTITY ASSUMED LIABILITIES, THE EXCLUDED
\nLIABILITIES, OR THE SELLER FOREIGN ENTITY EXCLUDED LIABILITIES, OTHER THAN THOSE
\nEXPRESSLY SET FORTH IN THIS AGREEMENT.<\/p>\n<\/p>\n

Section 3.<\/u><\/strong> Representations Relating to the
\nOwners. <\/strong>Each Owner represents and warrants to the Buyer, as of the date
\nhereof and, in the event of Closing, as of the Closing Date, that:<\/p>\n<\/p>\n

3.1 Authority; Enforceability<\/u>. Each Owner has the requisite right,
\nauthority, power and capacity to (i) execute and deliver this Agreement and each
\ncertificate, document and agreement to be executed by such Owner in connection
\nherewith (collectively, with this Agreement, the “Owner Documents<\/u>“) and
\n(ii) perform his obligations hereunder and thereunder. Each Owner Document has
\nbeen duly and validly executed and delivered by such Owner and, assuming the due
\nand valid authorization, execution, and delivery of such Owner Document by the
\napplicable Buyer Entity or Buyer Entities party thereto, such Owner Document
\nwill constitute the legal, valid and binding obligation of such Owner,
\nenforceable against such Owner in accordance with its terms.<\/p>\n<\/p>\n

3.2 Consents and Approvals; No Violation<\/u>.<\/p>\n<\/p>\n

(a) No Permit is required in connection with (i) the execution or delivery by
\nany Owner of the Owner Documents, (ii) the performance of any Owner153s
\nobligations under the Owner Documents or (iii) consummation by any Owner of the
\ntransactions contemplated by the Owner Documents, except for applicable
\nrequirements, if any, of bulk sales laws, the requirements of the HSR Act, and
\nthe German Act against Restraints of Competition.<\/p>\n<\/p>\n

(b) Neither the execution and delivery of the Owner Documents by any Owner
\n(including in such Owner153s capacity as the Sellers153 Representative) nor the
\nperformance of any Owner153s obligations thereunder nor the consummation of the
\ntransactions contemplated hereby<\/p>\n<\/p>\n

40<\/p>\n

\n

\n

will: (i) conflict with or result in a breach, violation, or default of or
\nunder, (ii) give any third party the right to modify, terminate or accelerate
\nany liability or obligations under, or charge any fee, penalty or similar
\npayment under, (iii) result in the creation of any Lien other than a Permitted
\nEncumbrance on any assets used in the Business (including the Seller Equity
\nInterests and the Equity Interests in PSI Germany) or the Equity Interests of
\nany Seller or Selling Shareholder under or pursuant to, or (iv) require any
\nConsent by or declaration or notice to any third party or Governmental Authority
\n(other than the Seller Consents set forth on Schedule 6.3(c)<\/strong>
\nor as disclosed in Schedule 2.3(b)<\/strong>) pursuant to (A) any
\nContract to which such Owner or any other holder of Seller Equity Interests is a
\nparty or any Material Contract, or (B) any Law or Permit.<\/p>\n<\/p>\n

3.3 Litigation<\/u>. There are no Proceedings pending, commenced or, to
\nOwners153 knowledge, threatened against any Owner that could reasonably be
\nexpected to prevent or delay the transactions contemplated by this Agreement. No
\nOwner is subject to any Order to which any of the Business Assets or Seller
\nEquity Interests are subject or that challenges or that could reasonably be
\nexpected to affect the enforceability of this Agreement against such Owner or to
\nprevent or delay the transactions contemplated by this Agreement.<\/p>\n<\/p>\n

3.4 Brokers<\/u>. No broker, finder, or other Person is or will be entitled
\nto any brokerage fees, commissions, or finder153s fees from the Owners by reason
\nof any action taken by any Owner in connection with the transactions
\ncontemplated hereby for which the Buyer Entities or their Affiliates (including
\nthe Seller Foreign Entities following Closing) may become liable.<\/p>\n<\/p>\n

Section 4.<\/u><\/strong> Representations Relating to the
\nBuyer Entities. <\/strong>The Buyer Entities represent and warrant to the Seller
\nParties, as of the date hereof and, in the event of Closing, as of the Closing
\nDate, as follows:<\/p>\n<\/p>\n

4.1 Organization<\/u>. The Buyer is a corporation duly organized, validly
\nexisting and in good standing under the laws of the state of Colorado. Each
\nother Buyer Entity is a corporation, limited liability company or other legal
\nentity duly organized or incorporated, validly existing and in good standing (to
\nthe extent that good standing is a recognized legal principle in the applicable
\njurisdiction) under the laws of its jurisdiction of organization or
\nincorporation. Each Buyer Entity has the corporate or other applicable entity
\npower and authority to own or use the assets owned or used by it and to conduct
\nits business as presently conducted.<\/p>\n<\/p>\n

4.2 Authority; Enforceability<\/u>. Each Buyer Entity has the requisite
\nright, authority, power and capacity to (i) execute and deliver this Agreement
\nand each certificate, document and agreement to be executed by such Buyer Entity
\nin connection herewith (collectively, with this Agreement, the “Buyer
\nDocuments<\/u>“) and (ii) perform its obligations hereunder and thereunder. The
\nexecution and delivery of the Buyer Documents and the consummation of the
\ntransactions contemplated thereby have been duly and validly authorized by each
\nBuyer Entity party thereto. This Agreement has been duly and validly executed
\nand delivered by the Buyer Entities and, assuming the due and valid
\nauthorization, execution, and delivery of this Agreement by the applicable
\nSeller Parties signatory hereto, will constitute a legal and binding obligation
\nof such Buyer Entities, enforceable against such Buyer Entities in accordance
\nwith its terms. Upon execution and delivery by the Buyer Entities of each other
\nBuyer Document, assuming the due and valid authorization, execution, and
\ndelivery of such Buyer Document by the applicable<\/p>\n<\/p>\n

41<\/p>\n

\n

\n

Seller Parties party thereto, such Buyer Document will constitute the legal,
\nvalid and binding obligation of such Buyer Entity, enforceable against it in
\naccordance with its terms.<\/p>\n<\/p>\n

4.3 Consents and Approvals; No Violation<\/u>.<\/p>\n<\/p>\n

(a) No Permit is required in connection with (i) the execution or delivery by
\nthe Buyer Entities of the Buyer Documents, (ii) the performance by the Buyer
\nEntities of the obligations of the Buyer Entities under this Agreement or the
\nother Buyer Documents or (iii) the consummation by the Buyer Entities of the
\ntransactions contemplated thereby, except for applicable requirements, if any,
\nof bulk sales laws, the requirements of the HSR Act, and the German Act against
\nRestraints of Competition.<\/p>\n<\/p>\n

(b) Neither the execution and delivery of the Buyer Documents by the Buyer
\nEntities nor the performance of the obligations of the Buyer Entities thereunder
\nnor the consummation by the Buyer Entities of the transactions contemplated
\nhereby will: (i) conflict with or result in a breach, violation, or default of
\nor under, (ii) give any third party the right to charge any fee, penalty or
\nsimilar payment under, or (iii) require any Consent by or declaration or notice
\nto any third party or Governmental Authority pursuant to (A) articles of
\nincorporation, bylaws or similar organizational documents of the Buyer Entities,
\n(B) any Contract to which a Buyer Entity is a party, or (C) any Law or Permit.\n<\/p>\n<\/p>\n

4.4 Litigation<\/u>. There are no Proceedings pending, commenced, or, to
\nthe Buyer153s Knowledge, threatened against the Buyer Entities that could
\nreasonably be expected to prevent or delay the transactions contemplated by this
\nAgreement. No Buyer Entity is subject to any Order that could reasonably be
\nexpected to affect the enforceability of this Agreement against the Buyer
\nEntities or prevent or delay the transactions contemplated by this Agreement.\n<\/p>\n<\/p>\n

4.5 Brokers<\/u>. No broker, finder or other Person is or will be entitled
\nto any brokerage fees, commissions or finder153s fees from the Buyer Entities or
\nby reason of any action taken by the Buyer Entities in connection with the
\ntransactions contemplated hereby.<\/p>\n<\/p>\n

4.6 Funds Available<\/u>. The Buyer Entities have (and at the Closing will
\nhave) access to sufficient funds to enable them to pay the Purchase Price, and
\neach Buyer Entity has sufficient funds to enable it to pay and discharge when
\ndue the Assumed Liabilities and the Seller Foreign Entity Assumed Liabilities
\nassumed by it and otherwise to consummate the transactions contemplated by this
\nAgreement.<\/p>\n<\/p>\n

4.7 Financial Status<\/u>. The Buyer Entities have the financial ability to
\nconsummate the transactions contemplated in this Agreement on a timely basis
\nwithout any financing contingency.<\/p>\n<\/p>\n

4.8 Investment Representation<\/u>. Each Buyer Entity that is acquiring
\nSeller Equity Interests hereunder is acquiring such Seller Equity Interests for
\nits own account, for investment and without any view to resale or distribution
\nof said Equity Interests or any portion thereof. Each Buyer Entity acknowledges
\nthat the Seller Equity Interests have not been registered or qualified under the
\nprovisions of the securities Laws of any country or jurisdiction and that the
\nEquity Interests may not be resold by such Buyer Entity except in compliance
\nwith all applicable securities Laws.<\/p>\n<\/p>\n

42<\/p>\n

\n

\n

4.9 Disclaimer<\/u>. NONE OF THE BUYER ENTITIES NOR ANY OF THEIR RESPECTIVE
\nAFFILIATES, REPRESENTATIVES OR ADVISORS HAVE MADE, OR SHALL BE DEEMED TO HAVE
\nMADE, TO THE SELLER PARTIES OR THE SELLER FOREIGN ENTITIES ANY REPRESENTATION OR
\nWARRANTY, OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT.<\/p>\n<\/p>\n

Section 5.<\/u><\/strong> Covenants and Agreements.<\/strong>\n<\/p>\n<\/p>\n

5.1 Access to Information<\/u>.<\/p>\n<\/p>\n

(a) Between the date hereof and the Closing Date, the Sellers shall, and the
\nSelling Shareholders shall cause the Seller Foreign Subsidiaries and Pipeline
\nSeal U.K. to (and shall use commercially reasonable efforts to cause the Seller
\nForeign JVs to) give the Buyer Entities and their employees, accountants,
\ncounsel, lenders and their respective representatives reasonable access to the
\nSellers153 and the Seller Foreign Entities153 officers and other key personnel, and
\nproperties (including, without limitation, the Business Real Property), records
\nand other data, and to the other holders of Equity Interests in the Seller
\nForeign JVs, which access shall include the right to collect reasonable samples
\nand conduct reasonable surveys; provided<\/u>, however<\/u>, that the Buyer
\nEntities shall in each instance give reasonable prior notice to the Sellers and
\nany such work shall be conducted during normal business hours under the
\nsupervision of the Seller Parties153 personnel and in such a manner as to maintain
\nthe confidentiality of this Agreement and the transactions contemplated hereby
\nand shall not interfere unreasonably with the Business; and, provided, further,
\nthat any such access shall not be required if it would violate any Law,
\nincluding, without limitation, the German Federal Data Protection Act
\n(Bundesdatenschutzgesetz<\/em>), or the terms or conditions of any Contracts
\nor adversely affect the ability of any Seller Party or its Affiliates to assert
\nattorney-client, attorney work product or other similar privilege. In addition,
\nthe Seller Parties shall use commercially reasonable efforts to facilitate
\ncontacts between the Seller Parties153 attorneys, accountants and outside
\nrepresentatives, and their counterparts representing the Buyer Entities, for the
\npurpose of the Buyer153s due diligence. The Buyer Entities and their
\nrepresentatives will be allowed access to the books, records, contracts and
\nfinancial records of the Business for the purpose of conducting due diligence
\nreview through an electronic data room. In addition, representatives of the
\nBuyer shall have the right to be present at the physical inventory conducted by
\nthe Seller Parties pursuant to Section 1.11(a)<\/strong>, subject to any
\nreasonable conditions imposed by the Seller Parties. Notwithstanding the
\nforegoing, in no event shall the Buyer Entities, their respective Affiliates or
\ntheir respective employees, representatives or agents have any contact with any
\ncustomer, supplier, employee or agent of any Seller Party or their Affiliates
\nwith respect to the transactions contemplated by this Agreement, unless such
\ncontact is conducted in compliance with applicable Law and is arranged through
\nand specifically approved in advance by Nordeen or David Best, which approval
\nshall not be unreasonably withheld and provided, however, that promptly
\nfollowing execution of this Agreement, the parties shall cooperate in planning
\nthe announcement of the transactions contemplated hereby to the employees,
\ncustomers, suppliers and agents of the Sellers, the Seller Foreign Subsidiaries
\nand Pipeline Seal U.K., and representatives of the Buyer shall have the right to
\nbe present and participate in such announcements and subsequent discussions
\nregarding the impact of such transaction. Without limiting the foregoing, John
\nWest or another representative of the Buyer shall have the right, subject to any
\nreasonable conditions imposed by the Seller Parties, to participate in any
\ndiscussions with the counterparties to the<\/p>\n<\/p>\n

43<\/p>\n

\n

\n

Contracts relating to the Seller Consents listed on Schedule 6.3(c)
\n<\/strong>and the contract amendments listed on Schedule
\n6.3(d)<\/strong>. The Buyer Entities and their Affiliates shall cause any such
\ncontact to comply with any reasonable restriction imposed by the Seller Parties,
\nincluding the requirement that a representative of the Seller Parties be present
\nduring any such communication.<\/p>\n<\/p>\n

(b) Any disclosure whatsoever during any investigation by any Buyer Entity or
\nits representatives shall not constitute an enlargement of or addition to the
\nrepresentations and warranties of the Seller Parties and the Owners specifically
\nset forth in Section 2 <\/strong>and Section 3<\/strong>,
\nrespectively, of this Agreement.<\/p>\n<\/p>\n

(c) All information concerning the Business and\/or the Seller Parties and
\ntheir Affiliates furnished or provided by any Seller Party or its Affiliates or
\ntheir respective representatives to the Buyer Entities or their Affiliates or
\ntheir respective representatives (whether furnished before, on or after the date
\nof this Agreement), including the information contained in this Agreement and
\nthe schedules hereto, shall be held until Closing by the Buyer Entities subject
\nto that certain Confidentiality Agreement dated June 3, 2010 between EnPro
\nIndustries, Inc. and Pipeline Seal and Insulator, Inc. and any other
\nconfidentiality agreements, site access agreements and the like entered into
\nbetween the parties subsequently thereto which confidentiality and other
\nagreements will terminate immediately upon Closing. Notwithstanding the
\nforegoing, the Buyer has the right to make such filings, including filing of
\nthis Agreement, following execution and delivery hereof as required by
\napplicable securities Law.<\/p>\n<\/p>\n

5.2 Operation of the Business<\/u>. Except as contemplated by this
\nAgreement, during the period from the date hereof to the Closing Date, the
\nSellers shall, and the Selling Shareholders shall cause the Seller Foreign
\nSubsidiaries and Pipeline Seal U.K. to, (a) conduct the Business (other than as
\nconducted by the Seller Foreign JVs) in the Ordinary Course (giving reasonable
\neffect to the disruption the preparations for the consummation of the
\ntransactions contemplated by this Agreement will have on such Business), (b) use
\ncommercially reasonable efforts to preserve their relationships with customers,
\nsuppliers and others with whom the Sellers and the Seller Foreign Entities
\n(other than the Seller Foreign JVs) deal, to keep available the services of
\ntheir officers and employees, to maintain their properties and assets in
\nsubstantially the condition currently existing and to otherwise preserve the
\nBusiness intact, (c) not take any action inconsistent with this Agreement, (d)
\nconfer reasonably with the Buyer concerning operational matters of a material
\nnature and (e) otherwise report periodically to the Buyer concerning the
\nbusiness, operations and finances of the Business (other than as conducted by
\nthe Seller Foreign JVs). Except as otherwise expressly permitted by this
\nAgreement or with the prior written consent of the Buyer, between the date
\nhereof and the Closing Date, the Sellers shall not (and the Selling Shareholders
\nshall cause the Seller Foreign Subsidiaries and Pipeline Seal U.K. not to) take
\nany action or fail to take any action within their control, that would be
\nreasonably likely to result in the occurrence of any of the changes or events
\nlisted in Section 2.7<\/strong>.<\/p>\n<\/p>\n

5.3 Approvals and Consents<\/u>.<\/p>\n<\/p>\n

(a) As promptly as practicable after the date of this Agreement, the Seller
\nParties shall, and shall cause the Seller Foreign Subsidiaries and Pipeline Seal
\nU.K. to (and shall use commercially reasonable efforts to cause the Japanese JV
\nand the Malaysian JV to), make all filings required by Law to be made by them to
\nconsummate the transactions contemplated<\/p>\n<\/p>\n

44<\/p>\n

\n

\n

hereby. Between the date of this Agreement and the Closing Date, the Seller
\nParties shall, and shall cause the Seller Foreign Subsidiaries and Pipeline Seal
\nU.K. to (and shall use commercially reasonable efforts to cause the Japanese JV
\nand the Malaysian JV to), (i) cooperate with the Buyer Entities with respect to
\nall filings that the Buyer Entities reasonably elect to make or are required by
\nLaw to make in connection with the transactions contemplated hereby, and (ii)
\ncooperate with the Buyer Entities in obtaining all of the Buyer Consents. The
\nSeller Parties shall use their commercially reasonable efforts to obtain
\npromptly the Seller Consents.<\/p>\n<\/p>\n

(b) As promptly as practicable after the date of this Agreement, the Buyer
\nEntities shall make all filings required by Law to be made by them to consummate
\nthe transactions contemplated hereby. Between the date of this Agreement and the
\nClosing Date, the Buyer Entities shall (i) cooperate with the Seller Parties and
\nthe Seller Foreign Entities with respect to all filings that the Seller Parties
\nand Seller Foreign Entities reasonably elect to make or are required by Law to
\nmake in connection with the transactions contemplated hereby and (ii) cooperate
\nwith the Seller Parties and the Seller Foreign Entities in obtaining all of the
\nSeller Consents; provided<\/u> that this Agreement shall not require the Buyer
\nor any other Buyer Entity or any of their Affiliates to dispose of or make any
\nchange in any portion of its business or to incur any other burden to obtain
\napproval from a Governmental Authority, including under the HSR Act, the German
\nAct against Restraints of Competition, or similar anti-competition laws.<\/p>\n<\/p>\n

(c) The Seller Parties and the Buyer Entities shall promptly provide to the
\nrequesting agency or Person any additional information reasonably requested of
\nthem by the Federal Trade Commission, the Department of Justice, the German
\nFederal Cartel Office or other Governmental Authorities in connection with the
\nfillings required under the HSR Act, the German Act against Restraints of
\nCompetition, and other similar anti-competition Laws. Each party shall keep the
\nother apprised of the status of any communications with, and any inquiries or
\nrequests for additional information from, any Governmental Authority with
\nrespect to the transactions contemplated by this Agreement.<\/p>\n<\/p>\n

5.4 Efforts to Satisfy Closing Conditions<\/u>.<\/p>\n<\/p>\n

(a) Between the date hereof and the Closing Date, each of the Seller Parties
\nshall, and shall cause each Seller Foreign Subsidiary and Pipeline Seal U.K. to
\n(and use commercially reasonable efforts to cause each Seller Foreign JV to),
\n(i) use its commercially reasonable efforts to cause the conditions in
\nSection 6.1 <\/strong>and Section 6.3 <\/strong>to be satisfied on
\nor before January 31, 2011 or in any event before the Closing Date, and (ii) not
\ntake any action or omit to take any action within its reasonable control that
\ncould reasonably be expected to result in a breach by any of them of this
\nAgreement or in any representation or warranty made by any of them and contained
\nin this Agreement being inaccurate as of the Closing Date.<\/p>\n<\/p>\n

(b) Subject to the proviso contained in the last sentence in Section
\n5.3(b)<\/strong>, between the date hereof and the Closing Date, each Buyer Entity
\nshall (i) use its commercially reasonable efforts to cause the conditions in
\nSection 6.1 <\/strong>and Section 6.2 <\/strong>to be satisfied on
\nor before January 31, 2011 or in any event before the Closing Date, and (ii) not
\ntake any action or omit to take any action within its reasonable control that
\ncould reasonably be expected to result in a breach by it of this Agreement or in
\nany representation or warranty made by any of them and contained in this
\nAgreement being inaccurate as of the Closing Date.<\/p>\n<\/p>\n

45<\/p>\n

\n

\n

5.5 Notification<\/u>.<\/p>\n<\/p>\n

(a) Sellers<\/u>. Prior to the Closing Date, each Seller Party shall
\npromptly notify the Buyer in writing if it becomes aware of (i) any fact or
\ncondition that causes or constitutes a breach of any representation or warranty
\nset forth in Section 2 <\/strong>or Section 3 <\/strong>(or would
\nhave caused or constituted a breach had such representation or warranty been
\nmade as of the date of the occurrence of such fact or condition) or (ii) the
\noccurrence of any breach of any covenant of any Seller Party contained in this
\nAgreement or of the occurrence of any event that may make the satisfaction of
\nthe conditions set forth in Sections 6.1 <\/strong>or 6.3
\n<\/strong>impossible or unlikely.<\/p>\n<\/p>\n

(b) Buyer<\/u>. Prior to the Closing Date, the Buyer shall promptly notify
\nthe Sellers153 Representative in writing if the Buyer becomes aware of any fact or
\ncondition (i) that causes or constitutes a breach of any representation or
\nwarranty set forth in Section 4 <\/strong>(or would have caused or
\nconstituted such a breach had such representation or warranty been made as of
\nthe date of such fact or condition), or (ii) the occurrence of any breach of any
\ncovenant of any Buyer Entity contained in this Agreement or of the occurrence of
\nany event that may make the satisfaction of the conditions set forth in
\nSections 6.1 <\/strong>or 6.2 <\/strong>impossible or unlikely.\n<\/p>\n<\/p>\n

5.6 Exclusivity<\/u>. Each of the Seller Parties shall not, and shall cause
\nthe Seller Foreign Subsidiaries and Pipeline Seal U.K. and each of its and their
\nrespective officers, directors, employees, Affiliates, agents and
\nrepresentatives not to, directly or indirectly, (a) solicit, initiate, seek,
\nknowingly encourage, engage in negotiations or discussions about, enter into an
\nagreement with respect to, or provide information with respect to, any inquiry
\nor proposal (an “Acquisition Proposal<\/u>“) relating to (i) the possible
\ndirect or indirect acquisition of all or any portion of the Business, whether
\nthrough the acquisition of Equity Interests or assets (including the Business
\nAssets) or otherwise (other than sales of inventory in the Ordinary Course),
\n(ii) any business combination with any Seller or any Seller Foreign Entity or
\ntheir respective Affiliates or (iii) any new debt or equity financing for, or
\nrecapitalization of, any Seller or any Seller Foreign Entity, or (b) discuss or
\ndisclose this Agreement (except as may be required by Law, or is necessary in
\nconnection with the transactions contemplated hereby), with any Person other
\nthan the Buyer or its Affiliates or representatives without the prior written
\nconsent of the Buyer.<\/p>\n<\/p>\n

5.7 Employees of the U.S. Sellers<\/u>.<\/p>\n<\/p>\n

(a) The parties will cooperate to effect an orderly transfer of employment of
\nsubstantially all Persons who are employees of the U.S. Sellers immediately
\nprior to the Closing, to the extent such Persons are set forth on
\nSchedule 2.14(a)<\/strong>, excluding any Inactive Employees (the
\n“Active Employees<\/u>“), from the U.S. Sellers to the Buyer, effective as of
\nthe Effective Time. In order to facilitate such transfer, the Buyer or an
\nAffiliate of the Buyer will offer “at-will” employment to the Active Employees,
\neffective as of Closing, at a level of wages, overall compensation, and
\nbenefits, in the aggregate, which are substantially similar to the Active
\nEmployees153 level of wages, overall compensation, and benefits provided by the
\nU.S. Sellers, in the aggregate, as of the Closing. Such offers of employment
\nwill be made consistent with the Buyer153s practices with respect to
\nconfidentiality, non-disclosure and drug testing. The employees who accept the
\nBuyer153s offer of employment described above are the “Transferred
\nEmployees<\/u>.” The U.S. Sellers will use commercially reasonable efforts to
\nencourage each of the U.S. Sellers153 employees to accept employment with the
\nBuyer or its Affiliates as contemplated<\/p>\n<\/p>\n

46<\/p>\n

\n

\n

by this Section 5.7<\/strong>. The U.S. Sellers will terminate or
\ncause the termination of the employment of the Transferred Employees by the U.S.
\nSellers effective as of the Effective Time.<\/p>\n<\/p>\n

(b) The Buyer will give credit to each Transferred Employee for unused but
\naccrued vacation to the extent included in the calculation of Closing Net
\nWorking Capital. Following Closing, the Transferred Employees will begin to
\naccrue vacation and sick days in accordance with the Buyer153s then-existing
\nvacation and sick pay policy with respect to similarly situated employees and
\nwill be given credit with respect thereto for their prior service with the
\nSellers.<\/p>\n<\/p>\n

(c) Prior to the Closing, the U.S. Sellers will pay all obligations owed by
\nthem to their employees, including salary, wages, bonuses and commissions
\n(including any commissions or bonuses payable or customarily payable to such
\nemployees with respect to calendar year 2010 or any prior period), and will make
\nany applicable 401k retirement plan matching contributions with respect to their
\nemployees, in each case, without regard to any end of period requirements or
\nplan requirements that such payments are not due until later in 2011.<\/p>\n<\/p>\n

(d) As relates to the Transferred Employees, the U.S. Sellers and the Buyer
\nwill give any notices required by Law of such party and take whatever other
\nactions with respect to the plans, programs and policies described in this
\nSection 5.7 <\/strong>as reasonably may be necessary to carry out the
\narrangements described in this Section 5.7<\/strong>. The U.S. Sellers
\nand the Buyer will provide each other with such information as may be reasonably
\nrequired to carry out the arrangements described in this Section
\n5.7<\/strong>, but excluding all personal information protected by Law regarding
\nthe Transferred Employees. If any of the arrangements described in this
\nSection 5.7 <\/strong>are determined by the U.S. Internal Revenue Service
\nor other Governmental Authority to be prohibited by Law, the U.S. Sellers and
\nthe Buyer will modify such arrangements to as closely as possible reflect their
\nexpressed intent and retain the allocation of economic benefits and burdens to
\nthe parties contemplated in this Section 5.7 <\/strong>in a manner that
\nis not prohibited by Law.<\/p>\n<\/p>\n

5.8 Employees of Seller Foreign Subsidiaries, GPP and Pipeline Seal U.K.;
\nIndependent Contractors<\/u>.<\/p>\n<\/p>\n

(a) Subject to Section 5.8(b)<\/strong>, all Persons who are employees
\nof the Seller Foreign Subsidiaries and Pipeline Seal U.K. immediately prior to
\nthe Closing shall continue to be employed by the respective Seller Foreign
\nSubsidiary or Pipeline Seal U.K. at unchanged terms and conditions of employment
\nfollowing the Effective Date. For the avoidance of doubt the rights of the
\nSeller Foreign Subsidiaries or Pipeline Seal U.K. to terminate any employment
\nrelationship shall remain unaffected. Notwithstanding the foregoing, prior to
\nthe Closing, the Seller Foreign Subsidiaries and Pipeline Seal U.K. will pay all
\nobligations owed by them to their employees, including salary, wages, bonuses
\nand commissions (including any commissions or bonuses payable or customarily
\npayable to such employees with respect to calendar year 2010 or any prior
\nperiod), other than accrued vacation to the extent such accrued vacation is
\nincluded in the calculation of Closing Net Working Capital (but excluding
\naccrued vacation for employees associated prior to Closing with the Mavei
\nBusiness), and will make any applicable retirement plan matching contributions
\nwith respect to their employees, without regard to any end of period
\nrequirements.<\/p>\n<\/p>\n

47<\/p>\n

\n

\n

(b) Notwithstanding the provisions of Section 5.8(a)<\/strong>, the
\nemployment of Franz Eiber with PSI Germany and Franken Plastik shall be
\nterminated by PSI Germany and Franken Plastik prior to the Effective Time. The
\nSeller Parties agree to exert their commercially reasonable efforts to obtain
\nprior to the Closing (i) a Consulting Agreement substantially in the form of
\nExhibit O<\/strong>, executed by Mr. Eiber and (ii) a Termination
\nAgreement regarding the termination of Mr. Eiber153s employment with Franken
\nPlastik and any of its Affiliates, including PSI Germany, , with effect
\nimmediately prior to the Effective Time, in substantially the form of
\nExhibit P <\/strong>(the “Eiber Termination Agreement<\/u>“), executed
\nby Mr. Eiber. In the event Mr. Eiber fails to enter into the Eiber Termination
\nAgreement prior to Closing, (i) the employment of Mr. Eiber with PSI Germany and
\nFranken Plastik shall be terminated by notice of termination delivered prior to
\nthe Effective Time (Kundigungserklarung) <\/em>with effect to the next
\npermissible date (i.e., December 31, 2011), (ii) Mr. Eiber shall be released
\nfrom his duty to work (freigestellt) <\/em>with effect immediately prior to
\nthe Effective Time, and (iii) the Buyer shall withhold an amount equal to
\n 220,000 (the “Eiber Estimated Settlement Amount<\/u>“) from the Closing
\nPayment as set forth in Section 1.9(c)(ii)<\/strong>. The Buyer shall use
\nthe Eiber Estimated Settlement Amount to pay Mr. Eiber any amounts owed to him
\npursuant to his employment agreement with Franken Plastik, any other employment
\nrelationship with its Affiliates, including PSI Germany, or applicable Law as a
\nresult of the termination of his employment. All costs and liabilities relating
\nto Mr. Eiber153s employment, termination of employment (including, without
\nlimitation, pursuant to the Eiber Termination Agreement) and\/or retirement (but
\nonly in excess of the Eiber Estimated Settlement Amount to the extent it is
\nwithheld from the Closing Payment) shall be paid by the Seller Parties, and the
\nSeller Parties shall indemnify the Buyer Entities and their Affiliates from any
\nDamages related thereto, including, without limitation, any Damages related to
\nany employment agreement between Mr. Eiber and Franken Plastik or its Affiliates
\n(including PSI Germany). In the event that the Eiber Estimated Settlement Amount
\nis withheld from the Closing Payment and, as of March 31, 2012, the amounts paid
\n(or scheduled to be paid) to Mr. Eiber or claimed by Mr. Eiber on account of
\nFranken Plastik153s or PSI Germany153s obligations related to Mr. Eiber153s
\ntermination (collectively, the “Actual Termination Amount<\/u>“) is less than
\nthe Eiber Estimated Settlement Amount, the Buyer shall promptly pay to the
\nSellers153 Representative, on behalf of the Seller Parties, the difference between
\nthe Eiber Estimated Settlement Amount and the Actual Termination Amount.<\/p>\n<\/p>\n

(c) The parties agree that the sale of GPP153s core assets to PSI Germany prior
\nto Closing is one to which the European Communities (Protection of Employees on
\nTransfer of Undertakings) Regulations 2003 are likely to apply. The parties
\nacknowledge that the employees of GPP (the “GPP Employees<\/u>“) are likely to
\nbe assigned to the organized grouping of resources that are subject to such
\nrelevant transfer such that their employment would automatically transfer from
\nGPP to PSI Germany and their contracts of employment would take effect as if
\nmade between said GPP Employees and PSI Germany. Prior to effectuation of the
\nGPP Sale Transaction, the Seller Parties shall obtain written confirmation from
\nthe GPP Employees in form and substance reasonably satisfactory to the Buyer
\n(the “GPP Waiver Agreements<\/u>“) that such GPP Employees do not wish to be
\nemployed by PSI Germany and have voluntarily waived all rights under the
\naforementioned regulations and all other applicable employment Law (both
\nstatutory and common law) and have further waived all and any potential claims
\narising thereunder against GPP, PSI Germany and all related companies and
\nAffiliates. Insofar as any such confirmation and waiver is not effective to
\nprevent the automatic transfer of the GPP Employees to PSI Germany or its
\nAffiliates, the Seller Parties shall indemnify and agree to keep<\/p>\n<\/p>\n

48<\/p>\n

\n

\n

indemnified the Buyer Entities and their Affiliates from any and all Damages
\narising therefrom howsoever and whensoever arising.<\/p>\n<\/p>\n

(d) Prior to the Closing, the Buyer or its Affiliates may offer employment
\neffective as of the Effective Time to the independent contractors of the
\nBusiness set forth on Schedule 5.8(c)<\/strong>. The Seller Parties, the
\nSeller Foreign Subsidiaries and Pipeline Seal U.K., as applicable, will use
\ncommercially reasonable efforts to encourage such independent contractors to
\naccept such offers of employment.<\/p>\n<\/p>\n

5.9 Undertaking regarding Business Name<\/u>. Each Seller will, within 15
\nBusiness Days after the Closing, change its corporate name to a name in which
\nthe locutions “Pipeline Seal and Insulator,” “PSI,” or “Plasticote” or any
\nsimilar words do not form a part. From and after such a name change, no Seller
\nParty, directly or indirectly, will use the locutions “Pipeline Seal and
\nInsulator,” “PSI,” or “Plasticote” or any substantive part thereof or any
\nsimilar locutions as part of their corporate or business names or Marks in
\nconnection with any business similar to the Business.<\/p>\n<\/p>\n

5.10 Accounts Receivable<\/u>.<\/p>\n<\/p>\n

(a) After the Closing, the Buyer will attempt to collect the Seller Accounts
\nReceivable that were included in the Purchased Assets and the Accounts
\nReceivable of the Seller Foreign Subsidiaries and Pipeline Seal U.K. properly
\nincluded in the calculation of Closing Net Working Capital (the “Seller
\nForeign Accounts Receivable<\/u>“), all in accordance with the reasonable past
\ncollection practices and procedures of the Business (but without resort to
\nlitigation or the use of collection agencies or similar efforts). If an account
\ndebtor of the Business specifies that any one or more of the payments made by
\nsuch account debtor is being made with respect to a particular outstanding
\nAccount Receivable of such account debtor to the Buyer (either in writing or
\nupon follow-up telephone conversations between the Buyer and the debtor), such
\npayment will be applied against such Account Receivable so specified. In the
\nabsence of such specification, any payments made by account debtors to the Buyer
\nwith respect to the Accounts Receivable shall be applied first to the
\nthen-oldest outstanding Account Receivable from such account debtor. Upon the
\nBuyer153s written request from and after the date 180 days after the Closing Date,
\neither (i) the Seller Parties will pay the Buyer (by wire transfer of
\nimmediately available funds to an account specified by the Buyer) an amount
\nequal to (A) the uncollected amount of the Seller Accounts Receivable and the
\nSeller Foreign Accounts Receivable less<\/u> (B) the amount of any reserve for
\ndoubtful accounts reflected in the calculation of Closing Net Working Capital
\n(the “Net A\/R Amount<\/u>“), or (ii) the Buyer and the Sellers153 Representative
\n(on behalf of the Seller Parties) shall direct the Escrow Agent to pay to the
\nBuyer the Net A\/R Amount from the Escrow Amount and upon receipt of the
\nforegoing payment from the Seller Parties or the Escrow Agent, the Buyer will
\nassign to the Seller Parties all uncollected Seller Accounts Receivable and
\nSeller Foreign Accounts Receivable (together with all claims associated
\ntherewith). The Buyer, on the one hand, and the Seller Parties, on the other,
\nwill promptly forward to the other any amounts received by such party as payment
\nof Accounts Receivable owned by the other hereunder.<\/p>\n<\/p>\n

(b) Without derogating from the generality of the last sentence of
\nSection 5.10(a)<\/strong>, each of the Sellers will remit to a bank
\naccount of the Buyer, as designated by the Buyer for this<\/p>\n<\/p>\n

49<\/p>\n

\n

\n

purpose to the Seller in writing within three Business Days after the Closing
\nDate, any payment from a customer of the Business received after the Closing in
\nany bank account maintained by said Seller, within five Business Days of its
\nreceipt thereof.<\/p>\n<\/p>\n

5.11 Taxes and the Tax Returns<\/u>.<\/p>\n<\/p>\n

(a) The Sellers shall timely pay all Taxes that relate to the Purchased
\nAssets or otherwise to the Sellers in connection with the Business that were
\nincurred in or are attributable to all taxable periods (or portions thereof)
\nending on or before the Closing Date. Notwithstanding the foregoing, the
\nprovisions of this Section 5.11(a)<\/strong> shall not apply to the Taxes
\ndescribed in Sections 1.14 <\/strong>and 1.15<\/strong>.<\/p>\n<\/p>\n

(b) The Seller Parties shall timely pay or, if paid by the Buyer Entities, a
\nSeller Foreign Subsidiary or Pipeline Seal U.K. after the Closing, promptly
\nreimburse the Buyer Entities, such Seller Foreign Subsidiary or Pipeline Seal
\nU.K. for all Taxes of the Seller Foreign Subsidiaries or Pipeline Seal U.K. that
\nwere incurred in or are attributable to all taxable periods (or portions
\nthereof) ending on or before the Closing Date. For the purpose of apportioning
\nthe Taxes of the Seller Foreign Subsidiaries and Pipeline Seal U.K. for a
\ntaxable period beginning on or before the Closing Date and ending after the
\nClosing Date, the portion of such Taxes related to the period ending on the
\nClosing Date shall be the amount that would be payable if the relevant period
\nended as of the close of business on the Closing Date.<\/p>\n<\/p>\n

(c) The Seller Parties shall promptly reimburse the Buyer Entities, the
\nSeller Foreign Subsidiaries or Pipeline Seal U.K. after Closing for an amount
\nequal to (i) any liability of the Seller Foreign Subsidiaries or Pipeline Seal
\nU.K. for Taxes arising or assessed as a consequence of the failure of any Seller
\nParty or their Affiliate at any time to pay Taxes; and (ii) any liability of any
\nSeller Foreign Subsidiary or Pipeline Seal U.K. for Taxes which would have
\narisen and in respect of which the Seller Parties would have been liable under
\nSection 5.11(b)<\/strong> but for (X) the transfer of that liability for
\nTaxes, or the income, profits or gains giving rise to it, to a Buyer Entity or
\nits Affiliate and\/or (Y) the setting off of a New Relief against that liability
\nfor Taxes or against the income profits or gains which would have given rise to
\nit.<\/p>\n<\/p>\n

(d) The Seller Parties shall prepare (and the Buyer or its Affiliates shall
\nfile) all Tax Returns due on or after the Closing Date with respect to Taxes of
\nthe Seller Foreign Subsidiaries and Pipeline Seal U.K. for all taxable periods
\nending on or before the Closing Date and the Buyer and its Affiliates shall
\nprepare and file all Tax Returns due on or after the Closing Date with respect
\nto Taxes of the Seller Foreign Subsidiaries and Pipeline Seal U.K. for all
\ntaxable periods that include the Closing Date, but that end after the Closing
\nDate; provided<\/u>, that the preparing party shall deliver all such Tax
\nReturns to the other party for its review at least 60 days before they are
\nrequired to be filed and such Tax Returns shall not be filed without the consent
\nof the Seller153s Representative, for Tax Returns prepared by the Buyer and its
\nAffiliates, or without the consent of the Buyer for Tax Returns prepared by the
\nSeller Parties, in each case which shall not be withheld unreasonably. All such
\nTax Returns shall be prepared and filed in accordance with all applicable Law.
\nThe Seller Representative, on the one hand, and the Buyer, on the other hand,
\nshall be entitled to provide comments and suggested revisions to the Tax Returns
\nreviewed by such Person and to confer with the preparing party regarding such
\ncomments and revisions. The Seller Parties or the Buyer, as applicable, shall be
\ndeemed to have accepted the Tax Returns<\/p>\n<\/p>\n

50<\/p>\n

\n

\n

prepared by the other party at 5.00 p.m. Charlotte, North Carolina time on
\nthe 30th day after delivery thereof if the reviewing party has not by then given
\nthe preparing party timely written notice of objection.<\/p>\n<\/p>\n

(e) The Seller Parties shall not be liable under Sections
\n5.11(b)<\/strong> or 5.11(c)<\/strong> above in respect of a liability of
\nPipeline Seal UK:<\/p>\n<\/p>\n

(i) to the extent such liability arises or is increased as a result of any
\nincrease in rates of Taxation, any change in law, rule, regulation or published
\npractice of Tax Authorities or any withdrawal of any extra-statutory concession
\nby a Taxation authority made after the date of the Sale Agreement; or<\/p>\n<\/p>\n

(ii) to the extent that such liability arises as a result of a change after
\nClosing in any accounting practice or principles or accounting policy of any
\nBuyer Affiliate save to the extent that such change is required under generally
\naccepted accounting principles; or<\/p>\n<\/p>\n

(iii) to the extent that such liability arises directly or indirectly as a
\nresult of:<\/p>\n<\/p>\n

(A) the payment of any unusual or abnormal dividend by Pipeline Seal U.K.
\nafter Closing;<\/p>\n<\/p>\n

(B) the change of the date to which Pipeline Seal U.K. makes up its accounts
\nafter Closing; or<\/p>\n<\/p>\n

(C) the cessation of, or any change in the nature or conduct of, any business
\ncarried on by Pipeline Seal U.K. occurring after Closing; or<\/p>\n<\/p>\n

(iv) to the extent that such liability is attributable to Pipeline Seal U.K.
\nceasing to be entitled to the small companies153 rate of corporation tax whether
\nby virtue of an increase in the level of profits for the accounting period
\nduring which Closing takes place that are attributable to the period following
\nClosing or by virtue of an increase in the number of associated companies of
\nPipeline Seal U.K. after Closing; or<\/p>\n<\/p>\n

(v) to the extent that such liability would not have arisen but for an act,
\nomission or transaction by or on behalf of any Buyer Affiliate or any of its
\ndirectors effected after Closing, other than in the case of Pipeline Seal U.K.,
\nany such act, omission or transaction carried out or effected under a legally
\nbinding commitment created on or before Closing or carried out or effected in
\nthe ordinary course of business of Pipeline Seal U.K. as carried on at Closing;
\nor<\/p>\n<\/p>\n

(vi) to the extent that such liability arises by virtue of any claim,
\nelection, surrender or disclaimer made or notice or consent given after Closing
\nby or on behalf of any Buyer Affiliate or any of its directors (including the
\ndisclaimer of the whole or part of any Relief) other than where the making,
\ngiving or doing of such thing was taken into account in the preparation of the
\nfinancial statements; or<\/p>\n<\/p>\n

51<\/p>\n

\n

\n

(vii) to the extent that such liability would not have arisen or would have
\nbeen reduced but for a failure or omission by or on behalf of any Buyer
\nAffiliate or any of its directors after Closing to make any election, claim,
\nsurrender or disclaimer, or give any notice or consent in relation to Taxation,
\nthe anticipated making giving or doing of which was taken into account in
\ncomputing any provision or reserve for Taxation or otherwise in preparing the
\nfinancial statements and details of such election, claim, surrender or
\ndisclaimer have been provided in writing to the Buyer Entities at least 15
\nBusiness Days prior to the expiry of any time limit that such election, claim,
\nsurrender or disclaimer is required to be filed with any Taxation authority.\n<\/p>\n<\/p>\n

(f) If the party reviewing Tax Returns prepared by the other party hereto as
\nset forth in Section 5.11(d)<\/strong> does not consent to the filing of
\nsuch Tax Returns in accordance with Section 5.11(d)<\/strong>, the
\nreviewing party shall give written notice to the Buyer or the Sellers153
\nRepresentative, as applicable, within 30 days after delivery thereof. Any notice
\nof dispute shall set forth in detail the basis for the reviewing party153s
\nobjections. If the Sellers153 Representative and the Buyer are unable to resolve
\nthe disagreement within 10 days after delivery of the written dispute notice,
\nthe parties shall engage the Reviewing Accountant to resolve the issues in
\ndispute. The scope of review by the Reviewing Accountant shall be limited to the
\nmatters in dispute. The decision of the Reviewing Accountant shall be rendered
\nwithin 20 days of the engagement and shall be binding on the parties. The Seller
\nParties, on the one hand, and the Buyer, on the other, shall each pay one-half
\nof the cost of the Reviewing Accountant.<\/p>\n<\/p>\n

(g) The Seller Parties and the Buyer Entities shall, and the Buyer Entities
\nshall cause the Seller Foreign Subsidiaries and Pipeline Seal U.K., after the
\nClosing to, (i) cooperate, as reasonably requested (including, without
\nlimitation, the right to provide reasonable comments and to make reasonable
\nrevisions to the UK returns as requested), in connection with the preparation
\nand filing of any Tax Returns relating to the Purchased Assets, the Seller
\nForeign Subsidiaries, Pipeline Seal U.K. or the Business; and (ii) preserve and
\nmake available to each other, as reasonably requested, information, records and
\ndocuments with respect to Tax matters pertinent to the Purchased Assets, the
\nSeller Foreign Subsidiaries, Pipeline Seal U.K. or the Business for taxable
\nperiods ending on or before or after, but including, the Closing Date.<\/p>\n<\/p>\n

(h) All Tax sharing or similar arrangements (with respect to the current
\nyear, future years or past years) to which any Seller Foreign Subsidiary or
\nPipeline Seal U.K. is a party shall be terminated as of the Closing Date, and
\nafter the Closing Date, no Seller Foreign Subsidiary nor Pipeline Seal U.K.
\nshall be bound thereby or have any rights or obligations thereunder.<\/p>\n<\/p>\n

(i) If Pipeline Seal U.K. has obtained a Saving (as defined below), the
\nrelevant Buyer Entity will as soon as reasonably practicable thereafter repay to
\nthe Seller Parties the lesser of:<\/p>\n<\/p>\n

(A) The amount of the Saving (as so determined); and<\/p>\n<\/p>\n

(B) the aggregate amount (if any) paid by the Seller Parties in respect of
\nthe liability for Taxes which has resulted in the Saving in question less any
\npart of that amount previously repaid to the Seller Parties under any provision
\nof this Agreement or otherwise.<\/p>\n<\/p>\n

52<\/p>\n

\n

\n

(j) If the amount mentioned in Section 5.11(i)(A) <\/strong>exceeds
\nthe amount mentioned in Section 5.11(i)(B)<\/strong>, the amount of the
\nexcess shall be carried forward and set off against (and so shall reduce and
\neliminate) any Liability of the Seller Parties under Section
\n5.11(b)<\/strong> and 5.11(c)<\/strong> then outstanding or which arises
\nafter such determination, in the latter case as and when such liability arises.\n<\/p>\n<\/p>\n

(k) In determining whether Pipeline Seal U.K. has obtained a Saving in
\nSection 5.11(i)<\/strong>, the relevant auditors will act as experts and
\nnot as arbitrators and their determination will (in the absence of manifest
\nerror) be conclusive and binding on the parties. For the purposes of
\nSection 5.11(i)<\/strong>, a “Saving” means the credit or other reduction
\nor elimination of any liability of Pipeline Seal U.K. to make an actual payment
\nof Tax in respect of which the Seller Parties would not have been liable by use
\nof any relief arising wholly as a result of a liability for Tax in respect of
\nwhich the Seller Parties have made payment under Sections
\n5.11(b)<\/strong> or 5.11(c)<\/strong>. For the avoidance of doubt,
\nPipeline Seal U.K. shall not be regarded as having obtained a Saving for the
\npurposes of this Section 5.11(k)<\/strong> until the date on which
\nPipeline Seal U.K. would have been liable to make an actual payment of Tax but
\nfor the use of credit, reduction or elimination of liability.<\/p>\n<\/p>\n

(l) If Pipeline Seal U.K. or the Buyer Entities or any Buyer Affiliate (on
\nbehalf of Pipeline Seal U.K.) receives any refund or other repayment of Taxes
\nwhich relates to a period or portion thereof ending prior to Closing and which
\nhas not been taken into account in the financial statements, including without
\nlimitation both an actual repayment and a credit to be offset against any other
\nliability to Taxes, the relevant Buyer Entity will as soon as is reasonably
\npracticable thereafter repay to the Seller Parties the lesser of:<\/p>\n<\/p>\n

(i) the amount of the repayment of Taxes to Pipeline Seal U.K.; and<\/p>\n<\/p>\n

(ii) the aggregate amount (if any) paid by the Seller Parties in respect of
\nany Tax liabilities in connection with Pipeline Seal U.K. under Section
\n5.11(b)<\/strong> or 5.11(c)<\/strong> less any part of that amount
\npreviously paid to the Seller Parties under any provision of this Agreement or
\notherwise.<\/p>\n<\/p>\n

(m) If upon receipt of a repayment of Taxes pursuant to Section
\n5.11(l)<\/strong> the amount mentioned in Section 5.11(l)(i)<\/strong>
\nexceeds the amount mentioned in Section 5.11(l)(ii)<\/strong> the excess
\nwill be set off against (and so will reduce or eliminate) any liability of
\nPipeline Seal U.K. under Section 5.11(b)<\/strong> or
\n5.11(c)<\/strong> then outstanding or which arises after such
\ndetermination, in the latter case as and when such liability arises.<\/p>\n<\/p>\n

(n) Indemnification by the Buyer Entities in Respect of Certain Tax Matters.\n<\/p>\n<\/p>\n

(i) The Buyer Entities hereby covenant to pay to the Seller Parties an amount
\nequal to any Tax paid by the Seller Parties pursuant to section 710, section 713
\nor section 716 of the U.K. Corporation Tax Act 2010 in circumstances where the
\ntax payer company or the transferred company (as referred to therein) is
\nPipeline Seal U.K., provided that the Buyer Entities shall have no obligation to
\nmake any payment under this section to the extent that the Tax so payable by the
\nSeller Parties:<\/p>\n<\/p>\n

53<\/p>\n

\n

\n

(A) is a liability for Tax in respect of which any of the Buyer Entities has
\nor will have a claim against the Seller Parties but no actual payment has been
\nmade by the Seller Parties; or<\/p>\n<\/p>\n

(B) has been recovered by the Seller Parties under section 717(2) of the
\nCorporation Tax Act 2010 (and the Seller Parties shall procure that no such
\nrecovery is sought to the extent that payment is made by the Buyer Entities
\nhereunder).<\/p>\n<\/p>\n

(ii) The covenant in Section 5.11(l)(i)<\/strong> shall extend to any
\ncosts reasonably or properly incurred by the Seller Parties in connection with
\nany such Tax or the relevant claim under this Section 5.11(n)<\/strong>.\n<\/p>\n<\/p>\n

(o) The Seller Parties and the Buyer Entities believe that Franken Plastik is
\nentitled to a tax credit resulting from withholding tax
\n(Kapitalertragsteuer<\/em>) paid by PSI Germany prior to the date hereof with
\nrespect to dividend payments received by Franken Plastik from PSI Germany in
\nDecember 2010 (the “FP Tax Credit<\/u>“), and that Franken Plastik is entitled
\nto credit the FP Tax Credit against its German corporate income tax liability.
\nThe Buyer Entities shall cause Franken Plastik, as soon as practicable from and
\nafter the Closing, to make all filings with the applicable tax authorities
\nreasonably requested by the Seller Parties and to take all other actions
\nnecessary, reasonable or appropriate as reasonably requested by the Seller
\nParties to perfect Franken Plastik153s right to receive a credit or credits in the
\namount of the FP Tax Credit against German corporate income tax otherwise
\npayable by Franken Plastik to the German tax authorities. As and when the FP Tax
\nCredit is applied after the Closing as an offset against the German corporate
\nincome tax liability of Franken Plastik, the Buyer Entities shall procure
\npayment to the Seller153s Representative, on behalf of the Seller Parties, of the
\namount of the FP Tax Credit exceeding the 2010 corporate income Tax liability
\n(less the amount of any prepayments made prior to the Effective Time) of Franken
\nPlastik.<\/p>\n<\/p>\n

(p) In the event of any inconsistency between the provisions of
\nSection 1.12(b)<\/strong> and the provisions of this Section
\n5.11<\/strong>, the provisions of Section 1.12(b)<\/strong> shall control
\nfor all purposes of this Agreement.<\/p>\n<\/p>\n

5.12 Transfer of Assets of GPP and Mavei<\/u>.<\/p>\n<\/p>\n

(a) Prior to Closing, GPP will sell, transfer and properly assign (with the
\nconsent of any necessary third party) to PSI Germany and PSI Germany will
\npurchase all of the assets of GPP, other than the assets listed on
\nSchedule 5.12(a)<\/strong> (the “GPP Sale Transaction<\/u>“). PSI
\nGermany shall not assume any liabilities of GPP pursuant to the GPP Sale
\nTransaction other than liabilities that will be Seller Foreign Entity Assumed
\nLiabilities pursuant to Section 1.7<\/strong>. As an incident to such
\ntransaction, GPP shall, for a period not to exceed thirty days from the Closing
\nDate, employ its own two-person clerical staff and use its own facilities, at no
\ncost to the Buyer Entities, in assisting the Buyer Entities in invoicing
\ncustomers of the business of GPP with respect to transactions occurring prior to
\nthe consummation of the GPP Sale Transaction and providing any other services
\nprovided by GPP to the Seller Parties and their Affiliates prior to Closing, as
\nand to the extent reasonably requested and directed by the Buyer Entities.<\/p>\n<\/p>\n

54<\/p>\n

\n

\n

(b) The parties hereto have assumed that German VAT applies to the GPP Sale
\nTransaction, and, accordingly, GPP, PSI Germany and Barham will prior to the
\nClosing enter into that certain Agreement attached hereto as Exhibit Q
\n<\/strong>(the “German VAT Agreement<\/u>“). The parties hereto agree, as
\nprovided in Section 2 of the German VAT Agreement, that Barham will settle the
\npurchase price for the GPP Assets and PSI Germany will settle the related German
\nVAT amount (the “GPP Sale VAT<\/u>“) as stated in any proper invoices issued
\nby GPP to PSI Germany with respect to the GPP Sale Transaction. The GPP Sale VAT
\nis in principle deductible as input-VAT by PSI Germany and results in a VAT
\nrefund claim of PSI Germany if and to the extent the input VAT exceeds the VAT
\nliabilities of PSI Germany for the respective assessment period. In order to
\nsettle the GPP Sale VAT, the Seller Parties will cause PSI Germany to assign to
\nGPP such VAT refund claim in accordance with sec. 46 German Fiscal Code
\n(Abgabenordnung<\/em>) pursuant to the terms of the German VAT Agreement. The
\nBuyer Entities will cause PSI Germany to pay to GPP any portion of such GPP Sale
\nVAT not deemed paid by this assignment in immediately available funds by wire
\ntransfer into GPP153s bank account as designated by the Seller153s Representative
\npromptly upon PSI Germany becoming aware that such portion will not be deemed
\npaid by this assignment but in any case subject to the compliance of the invoice
\nissued by GPP with sec. 14, 14a German VAT Act (Umsatzsteuergesetz)<\/em>.
\nThe parties hereto agree that any such liability of PSI Germany shall not have
\nany impact on the Purchase Price. The Buyer Entities shall cause PSI Germany to
\ncomply from and after the Closing with its obligations under the German VAT
\nAgreement. If the GPP Sale Transaction qualifies as a non-VATable sale of an
\nindependent part of a business (sec. 1 para 1a German VAT Act), the Sellers
\nParties shall procure that the GPP Sale VAT is refunded to PSI Germany by the
\nSellers Parties as provided for in Section 4 of the German VAT Agreement, and
\nthe Buyer Entities shall cause PSI Germany to cooperate reasonably with the
\nSeller Parties in this process.<\/p>\n<\/p>\n

(c) Prior to Closing, Mavei will sell, transfer and properly assign
\n(including with the consent of the lessor under the real property lease to which
\nMavei is party as lessee (the “Mavei Lease<\/u>“) to PSI Germany and PSI
\nGermany will purchase all of the assets of Mavei, other than the assets listed
\non Schedule 5.12(c)<\/strong> (the “Mavei Sale Transaction<\/u>“). In
\nconnection with such transaction, PSI Germany shall offer to employ and use
\ncommercially reasonable efforts to hire all of the employees of Mavei (but shall
\nnot hire or offer to employ Manfred Quooss) at a level of wages, overall
\ncompensation and benefits substantially similar to those provided by Mavei
\nimmediately prior to consummation of the Mavei Sale Transaction. PSI Germany
\nshall not assume any liabilities of Mavei relating to the period prior to the
\nclosing of the Mavei Sale Transaction; provided<\/u>, that, in the event the
\nlessor under the Mavei Lease so requires, PSI Germany shall assume the
\nliabilities of the lessee under the Mavei Lease relating to the period prior to
\nthe closing of the Mavei Sale Transaction, and, in that event, such liabilities
\nshall be Seller Foreign Entity Excluded Liabilities and the Seller Parties shall
\nindemnify PSI Germany from any Damages related to the assumption of such
\nliabilities (to the extent not reimbursed by Mavei) incurred by PSI Germany.\n<\/p>\n<\/p>\n

(d) If any of the assets of GPP or Mavei described in Sections
\n5.12(a)<\/strong> and 5.12(c)<\/strong> have not been transferred to PSI
\nGermany prior to Closing because such assets are not assignable or transferable
\neither by virtue of the provisions thereof or under Law or without the Consent
\nof any Person that has not been obtained prior to Closing, the Seller Parties
\nwill use their commercially reasonable efforts to obtain, as soon as practicable
\nafter Closing, any such required<\/p>\n<\/p>\n

55<\/p>\n

\n

\n

Consents and assign or transfer such assets to PSI Germany. With respect to
\nany Contract, property or right that has not been transferred or assigned prior
\nto Closing, the Seller Parties will enter into any reasonable arrangement (or
\ncause Mavei to enter into such arrangement, as the case may be) with PSI Germany
\nthat is designed to give PSI Germany the practical benefits of such Contract,
\nproperty or right without any additional mark-up or other cost to PSI Germany.\n<\/p>\n<\/p>\n

(e) Any liabilities of GPP or Mavei to such Person153s creditors resulting
\nfrom, respectively, the GPP Sale Transaction or the Mavei Sale Transaction,
\nshall be the sole responsibility of the Seller Parties, and the Seller Parties
\nshall indemnify the Buyer Entities and their Affiliates from any Damages related
\nthereto.<\/p>\n<\/p>\n

5.13 Warranty Work<\/u>. The Buyer agrees to perform, or to cause Pipeline
\nSeal U.K. or one of the Seller Foreign Subsidiaries to perform following
\nClosing, any warranty work required by any warranty with respect to any products
\nmade, manufactured, constructed, distributed, sold, leased, supported or
\ninstalled by the Sellers, Pipeline Seal U.K. or the Seller Foreign Subsidiaries
\nat or prior to the Effective Time. With respect to any such warranty work
\nperformed by the Buyer, Pipeline Seal U.K. or a Seller Foreign Subsidiary
\nfollowing Closing, the Seller Parties agree to reimburse the Buyer, Pipeline
\nSeal U.K. or such Seller Foreign Subsidiary for its actual costs in performing
\nsuch work (including reasonable allocations of overhead for all claims in the
\naggregate exceeding $10,000) within 15 days of receiving an invoice from the
\nBuyer, Pipeline Seal U.K. or such Seller Foreign Subsidiary with respect to such
\nwork.<\/p>\n<\/p>\n

5.14 Cooperation<\/u>. The parties hereto shall generally cooperate with
\neach other and do such other acts and things in good faith as may be reasonably
\nnecessary or appropriate to effectuate timely the intent and purposes of this
\nAgreement and the consummation of the transactions contemplated hereby.<\/p>\n<\/p>\n

5.15 Waiver of Bulk Sale Laws<\/u>. The Buyer Entities and the Seller
\nParties hereby waive compliance with any applicable bulk sale or bulk transfer
\nlaw or other analogous legislation in force in any jurisdiction of the United
\nStates or Europe in which the Purchased Assets are located. As between the
\nparties, the Seller Parties shall be responsible for any liability resulting
\nfrom the failure of the Sellers to comply with any such bulk sale or bulk
\ntransfer law (or other analogous legislation).<\/p>\n<\/p>\n

5.16 Environmental Compliance<\/u>. Prior to the Closing, the Seller
\nParties shall remove or cause the removal of all containers, machinery and
\nequipment on the Business Real Property currently or previously using or
\ncontaining Trichloroethylene or any other chlorinated volatile organic compound,
\nincluding, but not limited to, vapor degreasers and shall report any
\nenvironmental contamination on the Business Real Property as required by
\napplicable Law to all applicable Governmental Authorities having jurisdiction
\nover such contamination. The Seller Parties will provide the Buyer with evidence
\nreasonably satisfactory to the Buyer that the actions required by this
\nSection 5.16 <\/strong>have been completed by the Seller Parties prior to
\nClosing.<\/p>\n<\/p>\n

5.17 Canusa Settlement Agreement<\/u>. To the extent the parties thereto
\nhave not prior to the Closing executed and delivered the Agreement between
\nIsoplus Fernwarmetechnik GmbH (“Isoplus<\/u>“), Canusa : CPS, a division of
\nShawcor Ltd, Canusa Systems Limited and PSI Germany in the form attached as
\nExhibit R <\/strong>hereto (the “Proposed Canusa Settlement<\/u><\/p>\n<\/p>\n

56<\/p>\n

\n

\n

Agreement<\/u>“), PSI Germany shall have the right after the Closing to
\ncontinue to negotiate such agreement and to make reasonable accommodations
\ntherein as requested by Isoplus and enter into such an agreement, as so modified
\n(the “Canusa Settlement Agreement<\/u>“), and any obligations of PSI Germany
\nand its Affiliates pursuant to such Canusa Settlement Agreement shall be
\nconsidered Canusa Product Liability for purposes of Section
\n7.1(c)<\/strong>.<\/p>\n<\/p>\n

5.18 U.K. Lease<\/u>. The Seller Parties shall indemnify, defend and hold
\nharmless the Buyer Entities and their Affiliates for any Damages arising out of
\nthe Lease between Artisan (UK) Developments Limited and Pipeline Seal U.K.
\nrelating to Unit 1A, 1 Chester Road, Colmworth Business Park, St. Neots,
\nCambridgeshire and any related written or oral agreements including, without
\nlimitation, the Underlease between Pipeline Seal U.K. and Lees Mohawk (UK)
\nLimited (collectively the “Unit 1A Leases<\/u>“). Any such Damages shall be
\nnet of amounts received by Pipeline Seal U.K. from Lees Mohawk (UK) to the
\nextent such amounts are not otherwise payable to the ultimate lessor of the
\nproperty underlying the Unit 1A Leases. Further, the Seller Parties hereby
\ncovenant that they will use their commercially reasonable efforts to cause the
\nparties to such Unit 1A Leases (other than Pipeline Seal U.K.), or their
\nsuccessors in interest, if any, as soon as possible following the date hereof,
\nto consent to an assignment of Pipeline Seal U.K.153s interests in each such Unit
\n1A Lease to a third party or to a cancellation of such Unit 1A Leases, and to
\neffectuate such assignment or cancellation, with each such party in either case
\nreleasing Pipeline Seal U.K. in writing from any further liability thereunder;
\nprovided<\/u>, that in any event, the Seller Parties shall obtain such
\nconsents, assignments or cancellations, and releases, within 90 days following
\nthe Closing. The Buyer and its Affiliates shall cooperate with the Seller
\nParties as reasonably requested by such Seller Parties in obtaining the
\nconsents, assignments, cancellations and releases required by this
\nSection 5.18<\/strong>.<\/p>\n<\/p>\n

5.19 Malaysian JV<\/u>. In the event the Seller Parties are unable to
\nobtain the certificate(s) evidencing all of GPP153s Equity Interests in the
\nMalaysian JV as referenced in Section 1.10(a)(xvi) prior to the Closing, the
\nSeller Parties shall deliver such certificate(s) as soon as reasonably
\npracticable following the Closing and in any event, no later than the date that
\nis 14 days following the Closing. The Seller Parties shall indemnify the Buyer
\nand its Affiliates for any Damages related to or arising from the failure to
\ndeliver such certificate(s) at the Closing.<\/p>\n<\/p>\n

5.20 Certain Liabilities Relating to Accrued Vacation\/Holiday and Sick
\nDays<\/u>. With respect to liabilities of the U.S. Sellers, the Seller Foreign
\nSubsidiaries and Pipeline Seal U.K. for accrued vacation\/holiday and sick days
\nfor their employees as of the Effective Time, to the extent such liabilities are
\nExcluded Liabilities, the parties hereto agree to negotiate in good faith, from
\nand after the Closing, a reasonable mechanism whereby the Seller Parties may
\ndischarge all such liabilities in a single payment to the Buyer.<\/p>\n<\/p>\n

Section 6.<\/u><\/strong> Closing Conditions.<\/strong><\/p>\n<\/p>\n

6.1 Mutual Conditions<\/u>. The respective obligations of each party to
\nconsummate the transactions required to be consummated by it at the Closing
\nshall be subject to the fulfillment of the following conditions:<\/p>\n<\/p>\n

(a) No party to this Agreement shall be subject on the Closing Date to any
\nOrder that enjoins or prohibits the consummation of the transactions
\ncontemplated by this Agreement or the<\/p>\n<\/p>\n

57<\/p>\n

\n

\n

Primary Transaction Agreements, nor shall there be any Proceeding pending or
\nthreatened by any Person (other than a party to this Agreement or any of such
\nPerson153s Affiliates) that challenges, or seeks Damages or other relief in
\nconnection with, the transactions contemplated hereby, or that may have the
\neffect of preventing, delaying, making illegal, or otherwise interfering with
\nany of the transactions contemplated hereby.<\/p>\n<\/p>\n

(b) No Law shall have been adopted or promulgated as of the Closing Date
\nhaving the effect of making the transactions contemplated herein illegal or
\notherwise prohibiting consummation of, or making void or voidable, the
\ntransactions contemplated herein.<\/p>\n<\/p>\n

(c) Any applicable waiting period under the HSR Act, the German Act against
\nRestraints of Competition or similar anti-competition Laws relating to the
\ntransactions contemplated hereby shall have expired or been terminated.<\/p>\n<\/p>\n

6.2 Seller Parties153 Conditions<\/u>. The obligations of the Seller Parties
\nto consummate the transactions contemplated hereby at the Closing shall be
\nsubject to the fulfillment of the following conditions, any of which may be
\nwaived by the Sellers153 Representative:<\/p>\n<\/p>\n

(a) All representations and warranties (individually and collectively) of the
\nBuyer Entities in this Agreement and all other documents and certificates
\nrequired to be delivered hereby shall be, if specifically qualified by
\nmateriality, true and correct in all respects and, if not so qualified, shall be
\ntrue and correct in all material respects, in each case on the date hereof and
\nas of the Closing Date as if made on the Closing Date, but without giving effect
\nto any supplement to any Disclosure Schedule to this Agreement delivered
\nfollowing the date hereof. The Buyer Entities shall have performed and complied
\nin all material respects with all covenants, agreements and conditions
\n(individually and collectively) contained in this Agreement required to be
\nperformed and complied with by them at or prior to the Closing Date.<\/p>\n<\/p>\n

(b) The Buyer shall have delivered to the Seller Parties a certificate
\ncertifying as to the matters set forth in Section 6.2(a)<\/strong>
\nexecuted by its an authorized officer of the Buyer.<\/p>\n<\/p>\n

(c) The Buyer shall have delivered each document required to be delivered,
\nand made each payment required to be paid, pursuant to Section
\n1.10(b)<\/strong>.<\/p>\n<\/p>\n

(d) The Buyer shall have delivered to the Seller Parties a certificate from
\nthe secretary or an assistant secretary of the Buyer certifying (i) that
\nattached thereto is a true and complete copy of the resolutions adopted by the
\nboard of directors of the Buyer authorizing the execution, delivery and
\nperformance of this Agreement and the transactions contemplated hereby, and (ii)
\nas to the incumbency and signatures of any of the Buyer153s officers who will
\nexecute documents at the Closing or who have executed this Agreement.<\/p>\n<\/p>\n

(e) The Buyer shall have delivered to the Seller Parties a current
\ncertificate of existence, dated as of a date not more than 10 days prior to the
\ndate hereof, of the Buyer from the state of Colorado.<\/p>\n<\/p>\n

6.3 Buyer Entities153 Conditions<\/u>. The obligations of the Buyer Entities
\nto consummate the transactions contemplated hereby at the Closing shall be
\nsubject to the fulfillment of the following conditions, any of which may be
\nwaived by the Buyer (in whole or in part):<\/p>\n<\/p>\n

58<\/p>\n

\n

\n

(a) All representations and warranties (individually and collectively) of the
\nSeller Parties in this Agreement and all other documents and certificates
\nrequired to be delivered hereby shall be, if specifically qualified by
\nmateriality, true and correct in all respects and, if not so qualified, shall be
\ntrue and correct in all material respects, in each case on the date hereof and
\nas of the Closing Date as if made on the Closing Date, but without giving effect
\nto any supplement to the Disclosure Schedules delivered after the date hereof.
\nThe Seller Parties shall have performed and complied in all material respects
\nwith all covenants, agreements and conditions (individually and collectively)
\ncontained in this Agreement required to be performed and complied with by them
\nat or prior to the Closing Date.<\/p>\n<\/p>\n

(b) Each Seller and each Selling Shareholder (other than Stevens) shall have
\ndelivered to the Buyer a certificate certifying the matters set forth in
\nSection 6.3(a)<\/strong> with respect to itself executed by its President
\nor Chief Executive Officer and each Owner shall have delivered to the Buyer a
\ncertificate certifying the matters set forth in Section 6.3(a)<\/strong>
\nwith respect to himself.<\/p>\n<\/p>\n

(c) The Seller Parties shall have delivered to the Buyer the Seller Consents
\nset forth on Schedule 6.3(c)<\/strong>, and each such Seller Consent
\nshall be in full force and effect.<\/p>\n<\/p>\n

(d) The Seller Parties shall have delivered to the Buyer amendments to the
\ndistribution agreements listed on Schedule 6.3(d)<\/strong>, in form and
\nsubstance reasonably satisfactory to the Buyer.<\/p>\n<\/p>\n

(e) The Seller Parties shall have delivered each document required to be
\ndelivered pursuant to Section 1.10(a)<\/strong>, duly executed by each of
\nthe applicable Seller Parties.<\/p>\n<\/p>\n

(f) Since September 14, 2010, no change, event, occurrence or condition shall
\nhave occurred that has had, or could reasonably be expected to have, a Material
\nAdverse Effect.<\/p>\n<\/p>\n

(g) The Seller Parties shall have delivered to the Buyer a certificate from
\nthe secretary of each Seller Party (other than the Owners), each Seller Foreign
\nSubsidiary and Pipeline Seal UK certifying (i) that attached thereto is a true
\nand complete copy of such Person153s articles of incorporation or other comparable
\norganizational document and all amendments thereto, as certified by the
\nappropriate Governmental Authority of such Person153s jurisdiction of formation
\n(except in the case of PSI Germany, to the extent that such certification is not
\nreasonably obtainable from the applicable German commercial registry due to the
\nage of the records, in which case, the Seller Parties shall deliver such
\ndocuments without such certification), (ii) that attached thereto is a true and
\ncomplete copy of the bylaws or other comparable organizational document of each
\nsuch Person, as then in effect, and (iii) solely with respect to each Seller
\nParty (other than the Owners), that (x) attached thereto is a true and complete
\ncopy of the resolutions adopted by such Seller Party153s board of directors and
\nshareholders authorizing the execution, delivery and performance of this
\nAgreement and the transactions contemplated hereby, and (y) as to the incumbency
\nand signatures of any of each such Seller Party153s officers who will execute
\ndocuments at the Closing or who have executed this Agreement. Notwithstanding
\nthe foregoing, if the corporate laws applicable to a Seller Foreign Subsidiary
\ndo not contemplate an office equivalent to secretary, the aforementioned
\ndocuments may be provide by a notary in certified copy.<\/p>\n<\/p>\n

59<\/p>\n

\n

\n

(h) The Seller Parties shall have delivered to the Buyer a current
\ncertificate of existence, a current certificate of corporate good standing (to
\nthe extent such is generally obtainable in the applicable jurisdiction) or other
\ncomparable document of each Seller Party (other than the Owners), the Seller
\nForeign Subsidiaries and Pipeline Seal U.K., dated as of a date not more than 10
\nBusiness Days prior to the Closing, from the jurisdiction of its organization or
\nincorporation.<\/p>\n<\/p>\n

(i) The Seller Parties shall have delivered to the Buyer evidence
\nsatisfactory to the Buyer that prior to or substantially concurrent with the
\nconsummation of the transactions contemplated by this Agreement (i) all of the
\nClosing Indebtedness shall have been paid in full and all Liens, other than
\nPermitted Encumbrances, and other security interests in the properties and
\nassets of the Sellers, the Seller Foreign Subsidiaries and Pipeline Seal U.K.
\nshall have been released and terminated, (ii) all Seller Transaction Expenses
\nshall have been paid in full, (iii) all Change of Control payments shall have
\nbeen made and (iv) the Unpaid 2010 Bonuses and Commissions shall have been paid
\nin full.<\/p>\n<\/p>\n

(j) The Seller Parties shall have delivered to the Buyer a certificate (to
\nthe extent that such is generally obtainable in the applicable jurisdiction) as
\nto the tax good standing status of each Seller Party (other than the Owners)
\ndated as of a date no more than 10 Business Days prior to the Closing from the
\njurisdiction of its formation.<\/p>\n<\/p>\n

(k) The Buyer shall have received a legal opinion from counsel to the Seller
\nParties, dated as of the Closing Date, in substantially the form of
\nExhibit S.<\/strong><\/p>\n<\/p>\n

(l) The Seller Parties shall have delivered to the Buyer the resignations,
\neffective as of the Effective Time, of the directors and executive officers (or
\nthe equivalent positions) of each of the Seller Foreign Subsidiaries and
\nPipeline Seal U.K. and of any directors or officers of the Seller Foreign JVs
\nappointed by the Selling Shareholders, including with respect to any positions
\nheld by David Nordeen, David Best or Franz Eiber, evidence of the termination of
\nthe respective employment or service contract and all rights to employment
\neffective prior to the Effective Time. In the case of Mr. Eiber, (i) a
\nresignation (Niederlegung) <\/em>of any such position may be substituted with
\na shareholders153 resolution removing him from his office as managing director of
\nFranken Plastik and PSI Germany with effect immediately prior to the Effective
\nTime (Abberufung)<\/em>, and (ii) the delivery of evidence of the termination
\nof his employment or service contract effective prior to the Effective Time may
\nbe substituted with evidence that a notice of termination with regard to Mr.
\nEiber153s employment terminating such relationship with effect to the next
\npermissible date (i.e., December 31, 2011) and releasing Mr. Eiber from his duty
\nto work effective immediately prior to the Effective Time has been received by
\nMr Eiber prior to the Effective Time.<\/p>\n<\/p>\n

(m) The Seller Parties shall ensure that the person specified in
\nSchedule 6.3(m)<\/strong> is appointed as managing director of Franken
\nPlastik and PSI Germany with effect as from the Effective Time and shall have
\ndelivered to the Buyer evidence in this regard.<\/p>\n<\/p>\n

60<\/p>\n

\n

\n

Section 7.<\/u><\/strong> Indemnification.<\/strong><\/p>\n<\/p>\n

7.1 Seller Parties153 Agreement to Indemnify<\/u>. Subject to the limitations
\nset forth in Section 7.3 <\/strong>and elsewhere in this Section
\n7<\/strong>, each Seller Party and Barham, jointly and severally, shall
\nindemnify, defend and hold harmless the Buyer Entities and their respective
\nAffiliates (including, without limitation, the Seller Foreign Entities after
\nClosing) and their respective successors and assigns, managers, officers,
\ndirectors, equity holders, employees and agents (collectively, the “Buyer
\nIndemnified Parties<\/u>“) for, and will pay to such Persons or reimburse such
\nPersons for, any and all Damages arising or resulting from or in connection
\nwith:<\/p>\n<\/p>\n

(a) any breach or inaccuracy of any representation or warranty of any Seller
\nParty contained in this Agreement, or in any agreement or certificate executed
\nand delivered pursuant to this Agreement or the Primary Transaction Agreements;\n<\/p>\n<\/p>\n

(b) any breach or nonfulfillment of any covenant or agreement of any Seller
\nParty contained in this Agreement;<\/p>\n<\/p>\n

(c) any Excluded Liability including, without limitation, any Canusa Product
\nLiability;<\/p>\n<\/p>\n

(d) any Environmental Liability of or related to any Seller Party, Seller
\nForeign Subsidiary, Pipeline Seal U.K., the Business (other than as conducted by
\nthe Seller Foreign JVs) or the Facilities arising during or relating to the
\nperiod prior to the Effective Time; and<\/p>\n<\/p>\n

(e) any Closing Indebtedness, Change of Control Payments, Seller Transaction
\nExpenses and Unpaid 2010 Bonuses and Commissions existing on the date hereof and
\nnot satisfied in full from the Closing Payment pursuant to Section
\n1.9<\/strong>.<\/p>\n<\/p>\n

7.2 Buyer153s Agreement to Indemnify<\/u>. Subject to the limitations set
\nforth in Section 7.3 <\/strong>and elsewhere in this Section
\n7<\/strong>, each Buyer Entity, jointly and severally, shall indemnify and hold
\nharmless the Seller Parties and their respective Affiliates and their managers,
\nofficers, directors, equity holders, employees and agents for, and will pay to
\nsuch Persons or reimburse such Persons for, any and all Damages arising or
\nresulting from or in connection with:<\/p>\n<\/p>\n

(a) any breach or inaccuracy of any representation or warranty of any Buyer
\nEntity contained in this Agreement, or in any agreement or certificate executed
\nand delivered pursuant to this Agreement or the Primary Transaction Agreements;\n<\/p>\n<\/p>\n

(b) any breach or nonfulfillment of any covenant or agreement of the Buyer
\nEntities contained in this Agreement;<\/p>\n<\/p>\n

(c) any Assumed Liability; and<\/p>\n<\/p>\n

(d) any Seller Foreign Entity Assumed Liability.<\/p>\n<\/p>\n

7.3 Liability Limitations<\/u>. Notwithstanding anything set forth in
\nSection 7.1 <\/strong>or Section 7.2 <\/strong>to the contrary:\n<\/p>\n<\/p>\n

61<\/p>\n

\n

\n

(a) No party hereto will have liability under Section 7.1(a)<\/strong>
\nor Section 7.2(a)<\/strong>, as applicable, until the aggregate amount of
\nDamages under such subsection exceeds $500,000, at which point the Indemnifying
\nParty will be obligated to indemnify for the full amount of Damages in excess of
\n$250,000; provided<\/u>, that the foregoing limitation shall not apply to
\nclaims based on fraud or intentional misrepresentation, or breach of the Seller
\nFundamental Representations or the Buyer Fundamental Representations, for which,
\nin each case, the Indemnifying Party shall be obligated to indemnify for the
\nfull amount of Damages.<\/p>\n<\/p>\n

(b) No party hereto will have liability under Section 7.1(a)<\/strong>
\nor Section 7.2(a)<\/strong>, as applicable, to the extent the total
\nDamages exceeds $30,000,000; provided<\/u>, however<\/u>, that the foregoing
\nlimitation shall not apply to claims based on fraud or intentional
\nmisrepresentation or breach of the Seller Fundamental Representations or the
\nBuyer Fundamental Representations; and the amount of Damages for which the
\nSeller Parties and Barham shall be collectively liable based on breaches or
\ninaccuracies of the representations or warranties of the Seller Parties related
\nto the Seller Foreign JVs, to the extent that such representations or warranties
\nare qualified by “Sellers153 Knowledge”, shall not exceed an aggregate of
\n$500,000.<\/p>\n<\/p>\n

(c) No indemnification will be required by any party hereto under
\nSection 7.1(a)<\/strong> or Section 7.2(a)<\/strong>, as
\napplicable, unless the Sellers153 Representative or the Buyer (as applicable) has
\nreceived notice of a claim on or before the date that is eighteen (18) months
\nafter the Closing Date; provided<\/u> that such limitation will not apply to
\n(i) any breach or inaccuracy of any representation or warranty contained in
\nSection 2.8 <\/strong>(Taxes and Tax Returns), for which indemnity will
\nbe required as long as the Sellers153 Representative receives notice of a claim
\nwith respect thereto on or before the expiration of the applicable statute of
\nlimitations for such claim (it being understood and agreed that with respect to
\nTaxes of a German Governmental Authority, the expiration of the applicable
\nstatute of limitations for such claims shall be the date six months after the
\nrespective Tax became un-appealable and final (formell and materiell
\nbestandskraftig<\/em>), (ii) any breach or inaccuracy of any representation or
\nwarranty contained in Section 2.23(d)<\/strong>, for which indemnity will
\nbe required as long as the Sellers153 Representative receives notice of a claim
\nwith respect thereto on or before the seventh anniversary of the Closing Date,
\nand (iii) claims for fraud or intentional misrepresentation or for breach or
\ninaccuracy of the other Seller Fundamental Representations or Buyer Fundamental
\nRepresentations, for which indemnification shall be required without limitation.\n<\/p>\n<\/p>\n

7.4 Procedure for Indemnification : Third-Party Claims<\/u>.<\/p>\n<\/p>\n

(a) If any Person claims indemnification hereunder arising from any claim or
\ndemand of a third party, the party seeking indemnification (the “Indemnified
\nParty<\/u>“) will promptly notify the party from whom indemnification is sought
\n(the “Indemnifying Party<\/u>“) in writing of the basis for such claim or
\ndemand setting forth the nature of the claim or demand in reasonable detail. The
\nfailure of the Indemnified Party to so notify the Indemnifying Party will not
\nrelieve the Indemnifying Party of any obligation hereunder except to the extent
\nthe Indemnifying Party demonstrates that the defense of such claim or demand is
\nmaterially prejudiced by the failure to give such notice.<\/p>\n<\/p>\n

(b) If any Proceeding is brought by a third party against an Indemnified
\nParty and the Indemnified Party gives notice to the Indemnifying Party pursuant
\nto Section 7.4(a)<\/strong>, the<\/p>\n<\/p>\n

62<\/p>\n

\n

\n

Indemnifying Party will, unless the underlying claim involves Taxes (other
\nthan withholding Tax on dividend payments made by Franken Plastik to Commerical
\nPlastics in 2006 (the “2006 German Dividend Payments<\/u>“)), be entitled to
\nassume the defense of such Proceeding, if (i) the Indemnifying Party provides
\nwritten notice to the Indemnified Party that the Indemnifying Party intends to
\nundertake such defense, and by such notice it will be established that the
\nIndemnifying Party shall indemnify the Indemnified Party against claims for
\nindemnification resulting from such third-party claim as provided in this
\nSection 7.4<\/strong>, (ii) the Indemnifying Party provides to the
\nIndemnified Party evidence acceptable to the Indemnified Party that the
\nIndemnifying Party has the financial resources to defend against the third-party
\nclaim and to fulfill its indemnification obligations hereunder, (iii) the
\nIndemnifying Party conducts the defense of the third-party claim actively and
\ndiligently with counsel reasonably satisfactory to the Indemnified Party, and
\n(iv) if the Indemnifying Party is a party to the proceeding, the Indemnified
\nParty and the Indemnifying Party have not determined in good faith that joint
\nrepresentation would be inappropriate. If the Indemnifying Party assumes the
\ndefense of a Proceeding, no compromise or settlement of such claims may be
\neffected by the Indemnifying Party without the Indemnified Party153s consent
\nunless (A) there is no finding or admission of any violation of law or any
\nviolation of the rights of any Person and no effect on any other claims that may
\nbe made against the Indemnified Party and (B) the sole relief provided is
\nmonetary damages that are paid in full by the Indemnifying Party.<\/p>\n<\/p>\n

(c) If (i) notice is given by the Indemnified Party to the Indemnifying Party
\nof the commencement of any third-party Proceeding and the Indemnifying Party
\ndoes not, within 30 days after the Indemnified Party153s notice is given, give
\nnotice to the Indemnified Party of its election to assume the defense of such
\nProceeding, or (ii) any of the conditions set forth in clauses (i) : (iv) of
\nSection 7.4(b)<\/strong> above become unsatisfied, the Indemnified Party
\nwill (upon notice to the Indemnifying Party) have the right to undertake the
\ndefense, compromise or settlement of such claim and the Indemnifying Party will
\nremain responsible for any indemnifiable amounts to the extent provided in this
\nSection 7<\/strong>.<\/p>\n<\/p>\n

(d) For purposes of Section 7.1(a)<\/strong> and Section
\n7.2(a)<\/strong>, a “breach” of a representation or warranty will include
\nallegations in a Proceeding brought by a third-party against an Indemnified
\nParty alleging facts that, if true, would constitute a breach of such
\nrepresentation or warranty.<\/p>\n<\/p>\n

(e) For the avoidance of doubt, the parties hereto expressly acknowledge that
\nthe provisions of this Section 7.4 <\/strong>shall be fully applicable to
\nall claims, demands and Proceedings relating to the potential imposition by the
\nGerman tax authorities of withholding Tax on the 2006 German Dividend Payments.\n<\/p>\n<\/p>\n

7.5 Indemnification Procedure : Direct Claims<\/u>. If an Indemnified Party
\nclaims indemnification hereunder for any claim other than third-party claims,
\nthen the parties are free to pursue any remedy available in equity or at law
\n(subject to the terms of this Agreement, including Section
\n7.13<\/strong>).<\/p>\n<\/p>\n

7.6 Survival<\/u>. Subject to Section 7.3(c)<\/strong> all
\nrepresentations, warranties, covenants and agreements made by the parties hereto
\nin this Agreement, the Disclosure Schedules and the documents to be executed in
\nconnection with this Agreement and the Primary Transaction<\/p>\n<\/p>\n

63<\/p>\n

\n

\n

Agreements, will survive the Closing. A party153s consummation of the
\ntransactions contemplated hereby will not limit or affect its rights to recover
\nunder this Section 7.6<\/strong>.<\/p>\n<\/p>\n

7.7 Interest<\/u>. Interest will accrue on the unpaid amount of all
\nindemnification obligations hereunder at the Prime Rate, such interest to be
\ncalculated based on the actual number of days elapsed from the date each
\nindemnification obligation becomes due and owing until paid in full and will be
\nbased on a 365-day year.<\/p>\n<\/p>\n

7.8 Escrow Amounts<\/u>. The Sellers153 Representative will instruct the
\nEscrow Agent to release to the Buyer pursuant to the Escrow Agreement any amount
\nowed by a Seller Party to a Buyer Indemnified Party pursuant to this
\nSection 7<\/strong>, but the Escrow Amount will not be the Buyer
\nIndemnified Parties153 sole recourse.<\/p>\n<\/p>\n

7.9 [Intentionally Deleted]<\/u><\/strong>.<\/p>\n<\/p>\n

7.10 Exclusion of Damages<\/u>. In no event shall any party be liable for
\nloss of profits, punitive or consequential damages incurred by an Indemnified
\nParty hereunder; it being understood that the Indemnifying Parties shall only be
\nliable for such Damages (subject to the limitations on liability set forth in
\nthis Section 7<\/strong>) to the extent loss of profits, punitive or
\nconsequential damages are incurred or suffered by a third party and payable by
\nthe Indemnified Party with respect to a claim made by such third party.<\/p>\n<\/p>\n

7.11 Subrogation<\/u>. Upon making any payment to an Indemnified Party for
\nany indemnification claim under this Agreement, the Indemnifying Party shall be
\nsubrogated, to the extent of such payment (an “Indemnification
\nPayment<\/u>“), to any rights which the Indemnified Party or its Affiliates may
\nhave (a) against any Governmental Authority (b) against a third-party insurance
\ncompany under insurance policies held by the Seller Parties and the Seller
\nForeign Entities immediately prior to the Closing, in each case with respect to
\nthe subject matter underlying such indemnification claim, or (c) against any
\nPerson with respect to Environmental Liabilities underlying such indemnification
\nclaim. The Indemnified Party and its Affiliates shall reasonably cooperate with
\nthe Indemnifying Party in the pursuit of such rights and shall promptly turn
\nover to the Indemnifying Party any payments (up to the amount of the
\nIndemnification Payment) received in respect of such rights.<\/p>\n<\/p>\n

7.12 Calculation of Damages<\/u>. For purposes of this Section
\n7<\/strong>, the amount of any Damages shall be computed net of any insurance
\nproceeds actually received by Buyer or its Affiliates after the Closing from a
\nthird party insurance company under an insurance policy held by the Seller
\nParties or the Seller Foreign Entities immediately prior to Closing.<\/p>\n<\/p>\n

7.13 Exclusive Remedy<\/u>. Except for claims of fraud or intentional
\nmisrepresentation, the indemnification provided in this Section 7
\n<\/strong>shall be the sole and exclusive remedy after the Closing for breach of
\nany representation, warranty, covenant or agreement by the parties hereto;
\nprovided<\/u>, however<\/u>, that nothing herein shall prevent any party
\nfrom pursuing remedies of specific performance or injunctive relief, declaratory
\njudgment or any other non-monetary equitable remedies available to it under
\napplicable Law. All amounts payable by one party in indemnification of the other
\nshall be considered an adjustment in the dollar amount thereof to the Purchase
\nPrice, and the parties will make all reasonable efforts to effectuate and
\nappropriately<\/p>\n<\/p>\n

64<\/p>\n

\n

\n

document same, including, without limitation, by means of making appropriate
\nfilings with applicable Governmental Authorities.<\/p>\n<\/p>\n

Section 8.<\/u><\/strong> Termination.<\/strong><\/p>\n<\/p>\n

8.1 Termination<\/u>. This Agreement may be terminated at any time prior to
\nthe Closing:<\/p>\n<\/p>\n

(a) by mutual written consent of the Sellers153 Representative and the Buyer;\n<\/p>\n<\/p>\n

(b) by the Sellers153 Representative by written notice to the Buyer, if the
\nClosing has not occurred for any reason, other than a breach by any Seller Party
\nor its Affiliates of any provision of this Agreement, by February 28, 2011;<\/p>\n<\/p>\n

(c) by the Buyer, by written notice to the Sellers153 Representative, if the
\nClosing has not occurred for any reason, other than the breach by any Buyer
\nEntity or its Affiliates of any provision of this Agreement, by February 28,
\n2011;<\/p>\n<\/p>\n

(d) by the Sellers153 Representative, if any Buyer Entity materially breaches
\nany provision of this Agreement and such breach remains uncured for a period of
\n30 days after the Buyer receives written notice of such breach; or<\/p>\n<\/p>\n

(e) by the Buyer, if any Seller Party materially breaches any provision of
\nthis Agreement and such breach remains uncured for a period of 30 days after the
\nSellers153 Representative receives notice of such breach.<\/p>\n<\/p>\n

8.2 Procedure and Effect of Termination<\/u>. In the event of a termination
\nof this Agreement by any Person pursuant to Section 8.1<\/strong>:<\/p>\n<\/p>\n

(a) The terminating party shall give prompt written notice thereof to the
\nother parties, and the transactions contemplated hereby shall be abandoned,
\nwithout further action by any of the parties hereto.<\/p>\n<\/p>\n

(b) All further obligations of the parties hereunder shall terminate, except
\nthat the obligations in this Section 8.2<\/strong>, and Section 9
\n<\/strong>(General Provisions) hereof shall survive. Notwithstanding anything in
\nthis Agreement to the contrary, each of the parties to this Agreement shall be
\nentitled to any remedy to which such party may be entitled in equity or at law
\nfor the violation or breach by any other party of any agreement, covenant,
\nrepresentation or warranty contained in this Agreement.<\/p>\n<\/p>\n

(c) All filings, applications and other submissions relating to the
\ntransactions contemplated herein shall, to the extent practicable, be withdrawn
\nfrom the agency or other Person to which made.<\/p>\n<\/p>\n

65<\/p>\n

\n

\n

Section 9<\/u><\/strong>. General Provisions.<\/strong><\/p>\n<\/p>\n

9.1 Construction<\/u>.<\/p>\n<\/p>\n

(a) Unless the context requires otherwise, the word “including” and
\nvariations thereof mean including without limitation, the words “hereof” and
\n“herein,” and similar terms refer to this Agreement as a whole and not any
\nparticular section, and any reference to a Law will include, unless otherwise
\nstated, any amendment or successor thereto and any rules and regulations
\npromulgated thereunder.<\/p>\n<\/p>\n

(b) The parties acknowledge that they and their attorneys have reviewed this
\nAgreement and have had the opportunity to negotiate fully all of its provisions,
\nand that any rule of construction to the effect that any ambiguities are to be
\nresolved against the drafting party, or any similar rule operating against the
\ndrafter of an agreement, will not be applicable to the construction or
\ninterpretation of this Agreement.<\/p>\n<\/p>\n

(c) Each representation, warranty and covenant set forth herein will have
\nindependent significance.<\/p>\n<\/p>\n

(d) Disclosure Schedules<\/u>. Notwithstanding any specific reference to
\nthe disclosure of any matter pursuant to any Disclosure Schedule attached
\nhereto, all disclosures made pursuant to any Section hereunder or on the
\nDisclosure Schedule shall be deemed made for all other Sections to which such
\ndisclosure may apply to the extent its relevance to such other Sections is
\nreasonably apparent on its face, and any headings or captions on any Section or
\nDisclosure Schedule herein or therein are for convenience of reference only.\n<\/p>\n<\/p>\n

9.2 Expenses<\/u>. Subject to the last sentence of Section
\n1.15<\/strong>, the Buyer (with respect to the Buyer Entities) on the one hand,
\nand the Seller Parties (with respect to the Seller Parties and the Seller
\nForeign Entities) on the other hand, shall pay all costs and expenses incurred
\nby such Persons in connection with this Agreement and the transactions
\ncontemplated hereby.<\/p>\n<\/p>\n

9.3 Amendment and Modification<\/u>. This Agreement may be amended,
\nmodified or supplemented only by an agreement in writing signed by each party
\nagainst whom such amendment, modification or supplement is sought to be
\nenforced, except that the Sellers153 Representative will be entitled to amend,
\nmodify or supplement this Agreement on behalf of itself and all of the Seller
\nParties and the Buyer will be entitled to amend, modify or supplement this
\nAgreement on behalf of itself and all of the Buyer Entities. Any such writing
\nmust refer specifically to this Agreement.<\/p>\n<\/p>\n

9.4 Waiver of Compliance; Consents<\/u>. The rights and remedies of the
\nparties are cumulative and not alternative and may be exercised concurrently or
\nseparately. No failure or delay by any party in exercising any right or
\nprivilege under this Agreement will operate as a waiver of such right or
\nprivilege. No waiver of any breach or default hereunder shall be considered
\nvalid unless in writing and signed by the party giving such waiver (or if the
\nparty giving such waiver is a Seller Party, by the Sellers153 Representative), and
\nno such waiver shall be deemed a waiver of any subsequent breach or default of
\nthe same or similar nature. Any consent required or permitted by this Agreement
\nis binding only if in writing.<\/p>\n<\/p>\n

66<\/p>\n

\n

\n

9.5 Sellers153 Representative<\/u>. Each Seller Party hereby irrevocably
\nappoints David M. Nordeen (the “Sellers153 Representative<\/u>“) as his or its
\ntrue and lawful attorney-in-fact and agent, with full power of substitution or
\nresubstitution, to act solely and exclusively on behalf of such Seller Party for
\nall purposes hereunder (including any decision relating to termination, waiver
\nor indemnification) and for the purpose of delivering and receiving notices,
\nincluding service of process. All action required to be taken by the Seller
\nParties under this Agreement may, to the extent contemplated herein, be taken by
\nthe action of the Sellers153 Representative, and each Buyer Entity will be
\nentitled to rely on all such actions taken or authorized by the Sellers153
\nRepresentative as being the binding acts of the Seller Parties.<\/p>\n<\/p>\n

9.6 Buyer153s Representative<\/u>. Each Buyer Entity hereby irrevocably
\nappoints the Buyer as its true and lawful attorney-in-fact and agent, with full
\npower of substitution or resubstitution, to act solely and exclusively, on
\nbehalf of such Buyer Entity for all purposes hereunder (including any decision
\nrelating to termination, waiver, or indemnification) and for the purpose of
\ndelivering and receiving notices, including service of process. All action
\nrequired to be taken by the Buyer Entities under this Agreement may, to the
\nextent contemplated herein, be taken by the action of the Buyer and each Seller
\nParty shall be entitled to rely on all such actions taken or authorized by the
\nBuyer as being the binding acts of the Buyer Entities.<\/p>\n<\/p>\n

9.7 Notices<\/u>. All notices, consents, waivers and other communications
\nhereunder will be in writing and will be (i) delivered by hand, or, in the case
\nof the recipient being the Seller153s Representative, transmitted by electronic
\nmail, (ii) sent by facsimile transmission, or (iii) sent certified mail or by a
\nnationally recognized overnight delivery service, charges prepaid, to the
\naddress set forth below (or such other address for a party as will be specified
\nby like notice):<\/p>\n<\/p>\n

(a) If to the Seller Parties, care of the Sellers153 Representative:<\/p>\n<\/p>\n

David M. Nordeen
\n5990 Cartier Dr.
\nReno, Nevada 89511
\nFacsimile: 775-849-0490
\nEmail: n103265@cs.com<\/p>\n<\/p>\n

with a copy to:<\/p>\n<\/p>\n

The Law Offices of Rick Weiner
\n16485 Laguna Canyon Road Suite 250
\nIrvine, CA 92618
\nAttn: Rick Weiner, Esq.
\nFacsimile: 949-266-8080<\/p>\n<\/p>\n

and a copy to:<\/p>\n<\/p>\n

Sullivan & Triggs, LLP
\n1230 Montana Ave., Suite 201
\nSanta Monica, CA 90403
\nAttn: Brian Sullivan, Esq.
\nFacsimile: 310-451-8303<\/p>\n<\/p>\n

67<\/p>\n

\n

\n

(b) If to the Buyer Entities, to:<\/p>\n<\/p>\n

Corrosion Control Corporation
\nc\/o EnPro Industries, Inc.
\n5605 Carnegie Blvd., Suite 500
\nCharlotte, NC 28209
\nAttn: Robert S. McLean, Vice President, Legal
\nFacsimile: 704-731-1531<\/p>\n<\/p>\n

with a copy to:<\/p>\n<\/p>\n

Robinson, Bradshaw & Hinson, P.A.
\n101 North Tryon St., Suite 1900
\nCharlotte NC 28246
\nAttn: Kelly L. Loving, Esq.
\nFacsimile: 704-393-3997<\/p>\n<\/p>\n

Notice sent to the Sellers153 Representative pursuant to this Section
\n9.7 <\/strong>will have the same force and effect as if delivered to each Seller
\nParty. Each such notice or other communication will be deemed to have been duly
\ngiven and to be effective (x) if delivered by hand or transmitted by electronic
\nmail, immediately upon delivery or transmission, respectively, if delivered or
\ntransmitted on a Business Day during normal business hours and, if otherwise, on
\nthe next Business Day; (y) if sent by facsimile transmission, immediately upon
\nmachine confirmation that such transmission has been successfully transmitted on
\na Business Day before or during normal business hours and, if otherwise, on the
\nBusiness Day following such confirmation, or (z) if sent by a nationally
\nrecognized overnight delivery service, on the day of delivery by such service
\nor, if not a Business Day, on the first Business Day after delivery. Notices and
\nother communications sent via facsimile must be followed within two Business
\nDays by notice delivered by hand, nationally recognized delivery services or by
\nUnited States mail.<\/p>\n<\/p>\n

9.8 Publicity<\/u>. Upon the execution and delivery of this Agreement, the
\nBuyer and the Sellers153 Representative shall cooperate with respect to the prompt
\nissuance of a press release announcing the transactions contemplated hereby. Any
\nother public announcement or similar publicity with respect to this Agreement or
\nthe transactions contemplated hereby will be issued at such a time and in such a
\nmanner as the Buyer determines, subject to the reasonable approval of the
\nSellers153 Representative, which approval shall not be unreasonably withheld or
\ndelayed. Otherwise, no party hereto will issue any public announcement or
\nsimilar publicity of the transactions contemplated by this Agreement without
\nfirst obtaining the prior written consent of the Buyer.<\/p>\n<\/p>\n

9.9 Assignment; No Third-Party Rights<\/u>. This Agreement and all of the
\nprovisions hereof will be binding upon and inure to the benefit of the parties
\nhereto and their respective successors and permitted assigns, but neither this
\nAgreement nor any of the rights, interests or obligations hereunder will be
\nassigned by any party hereto without the prior written consent of the other
\nparty; provided that the Buyer Entities will have the right to assign their
\nrights hereunder to any of their Affiliates without such consent. Except as
\nexpressly set forth in<\/p>\n<\/p>\n

68<\/p>\n

\n

\n

Section 7.1 <\/strong>and Section 7.2<\/strong>, this Agreement
\nand its provisions are for the sole benefit of the parties to this Agreement and
\ntheir successors and permitted assigns and will not give any other Person any
\nlegal or equitable right, remedy or claim.<\/p>\n<\/p>\n

9.10 Governing Law; Jurisdiction<\/u>. The execution, interpretation and
\nperformance of this Agreement, and any disputes with respect to the transactions
\ncontemplated by this Agreement, will be governed by the internal laws and
\njudicial decisions of the State of Delaware. If any party commences a lawsuit or
\nother proceeding relating to or arising from this Agreement, the parties hereto
\nsubmit to the nonexclusive jurisdiction of any federal court located within the
\nstates of Delaware or Texas for purposes of all such proceedings. The parties
\nagree that such courts shall be proper venue for any such lawsuit or judicial
\nproceeding and waive any objection to such venue. Each party hereto, to the
\nfullest extent permitted by law, hereby irrevocably waives any right to trial by
\njury of any claim, demand, action, or cause of action arising under this
\nAgreement.<\/p>\n<\/p>\n

9.11 Further Assurances; Records<\/u>. Each party will cooperate and use
\ncommercially reasonable efforts to take such actions, and execute all such
\nfurther instruments and documents, at or subsequent to the Closing, as another
\nparty or other parties may reasonably request in order to effect the
\ntransactions contemplated by and the terms and purposes of this Agreement,
\nincluding, without limitation the execution of additional documents evidencing
\nthe assignment of Business Proprietary Rights. Each party will provide the other
\nparty or parties with access to all relevant documents and other information
\npertaining to the Business that are needed by such other party or parties for
\nthe purposes of preparing Tax Returns or responding to an audit by any
\nGovernmental Authority. Each Seller Party agrees to cooperate with and provide
\nassistance to, the Buyer and its Affiliates in connection with any Proceedings
\nor other investigation relating to the Business, in which, in the reasonable
\njudgment of Buyer153s counsel, the assistance or cooperation of such Person is
\nneeded. The Buyer shall reimburse such Person(s) for reasonable out-of-pocket
\ncosts incurred in connection with such assistance.<\/p>\n<\/p>\n

9.12 Severability<\/u>. If any provision contained in this Agreement is for
\nany reason held invalid, illegal or unenforceable in any respect, such
\ninvalidity, illegality or unenforceability will not affect any other provision
\nof this Agreement, and this Agreement will be construed as if such invalid,
\nillegal or unenforceable provision had never been contained herein, unless the
\ninvalidity, illegality or unenforceability of any such provision substantially
\ndeprives any party of the practical benefits intended to be conferred by this
\nAgreement. Notwithstanding the foregoing, any provision of this Agreement held
\ninvalid, illegal or unenforceable only in part or degree will remain in full
\nforce and effect to the extent not held invalid, illegal or unenforceable, and
\nthe determination that any provision of this Agreement is invalid, illegal or
\nunenforceable as applied to particular circumstances will not affect the
\napplication of such provision to circumstances other than those as to which it
\nis held invalid, illegal or unenforceable.<\/p>\n<\/p>\n

9.13 Currency; Exchange Rate<\/u>. Unless otherwise expressly indicated,
\nall references to dollar amounts in this Agreement are expressed in U.S.
\ndollars. All conversions from another currency into U.S. dollars used in
\ndetermination of Closing Net Working Capital and the related adjustment pursuant
\nto Section 1.12 <\/strong>hereof shall be based on a conversion rate
\nequal to 1.33 per U.S. Dollar and 1.55 per U.S. Dollar.<\/p>\n<\/p>\n

69<\/p>\n

\n

\n

9.14 Counterparts<\/u>. This Agreement may be executed in multiple
\ncounterparts, each of which will be deemed an original, but all of which
\ntogether will constitute one and the same instrument.<\/p>\n<\/p>\n

9.15 Electronic Signatures<\/u>. The exchange of copies of this Agreement
\nand of signature pages by facsimile transmission (whether directly from one
\nfacsimile device to another by means of a dial-up connection or whether mediated
\nby the worldwide web), by electronic mail in “portable document format” (“.pdf”)
\nform, or by any other electronic means intended to preserve the original graphic
\nand pictorial appearance of a document, or by combination of such means, shall
\nconstitute effective execution and delivery of this Agreement as to the parties
\nand may be used in lieu of the original Agreement for all purposes. Signatures
\nof the parties to this Agreement and the Primary Transaction Agreements,
\ntransmitted by facsimile shall be deemed to be their original signatures for all
\npurposes.<\/p>\n<\/p>\n

9.16 Entire Agreement<\/u>. This Agreement, including the Exhibits hereto
\nand the Disclosure Schedules, constitutes the entire agreement and understanding
\nof the parties hereto in respect of the subject matter hereof. The Exhibits
\nhereto and the Disclosure Schedules are an integral part of this Agreement and
\nare incorporated by reference herein. This Agreement supersedes all prior
\nagreements, understandings, promises, representations and statements between the
\nparties and their representatives with respect to the transactions contemplated
\nby this Agreement, whether written or oral, including the letter agreement
\nentered into between PSI and EnPro Industries, Inc. dated September 14, 2010
\n(which is hereby terminated in its entirety, including the Binding Provisions
\n(as defined therein)), but excluding the Confidentiality Agreement dated June 3,
\n2010 between EnPro Industries, Inc. and Pipeline Seal and Insulator, Inc., which
\nshall survive until Closing and terminate at Closing.<\/p>\n<\/p>\n

[signatures on following page]<\/p>\n

\n

70<\/p>\n

\n

\n

IN WITNESS WHEREOF<\/strong>, the parties have executed this Purchase
\nAgreement as of the date first written above.<\/p>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

BUYER ENTITIES:<\/strong><\/p>\n

CORROSION CONTROL CORPORATION<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Richard L. Magee<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Richard L. Magee<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Vice President<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

GARLOCK (GREAT BRITAIN) LIMITED<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ John R. Mayo<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

John R. Mayo<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Director<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

GARLOCK GmbH<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Harald Poppke<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Harald Poppke<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Managing Director<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

ENPRO LUXEMBOURG HOLDING COMPANY<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ John R. Mayo<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

John R. Mayo<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Manager<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

COLTEC INDUSTRIES PACIFIC PTE LTD<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ John R. Mayo<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

John R. Mayo<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Director<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

[Signature Page to Purchase Agreement<\/em>]<\/p>\n

\n

\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

SELLER PARTIES:<\/strong><\/p>\n

PIPELINE SEAL AND INSULATOR, INC.<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ David Nordeen<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

David Nordeen<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

TEXAS PLASTICOTE, INC.<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ David Nordeen<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

David Nordeen<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

\/s\/ Arnold Stevens<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

Arnold Stevens<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

\/s\/ David Nordeen<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

David Nordeen<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

[Signature Page to Purchase Agreement<\/em>]<\/p>\n

\n

\n

PRESENT WHEN THE COMMON
\nSEAL <\/strong>of GPP Global Pipeline Products
\nLimited <\/strong>was affixed hereto:-<\/p>\n<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

\/s\/ David Nordeen<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

David Nordeen<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

\/s\/ David Best<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

David Best<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

PRESENT WHEN THE COMMON
\nSEAL <\/strong>of CPI Commercial Plastic
\nIndustries Limited <\/strong>was affixed hereto:-<\/p>\n<\/p>\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

\/s\/ David Nordeen<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

David Nordeen<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

\/s\/ David Best<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

David Best<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

[Signature Page to Purchase Agreement<\/em>]<\/p>\n

\n

\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Solely with respect to the indemnification
\nobligations set forth with respect to the
\nundersigned in Section 7 hereof:
\nBARHAM INDUSTRIES CORP.<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ David Nordeen<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

Name:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

[Signature Page to Purchase Agreement<\/em>]<\/p>\n

\n

\n

DEFINITIONS APPENDIX<\/strong><\/p>\n

\n

“Accounts Receivable<\/u>” means all trade accounts receivable and all
\nother accounts or notes receivable, including accounts receivable from
\nAffiliates, officers, directors, owners, partners, members or managers of any
\nPerson and any claim and right related to any of the foregoing.<\/p>\n<\/p>\n

“Affiliate<\/u>” means with respect to any Person, each of the Persons that
\ndirectly or indirectly, through one or more intermediaries, owns or controls, is
\ncontrolled by or is under common control with, such Person. An Affiliate of a
\nnatural Person shall also include any natural Person who is a grandparent, a
\ndescendant of any grandparent, a spouse, or a child of a spouse of such Person,
\nany natural Person who resides with such Person, and any Person controlled by
\nany of them. For the purpose of this Agreement, “control<\/u>” means the
\npossession, directly or indirectly, of the power to direct or cause the
\ndirection of management and policies, whether through the ownership of voting
\nsecurities, by contract or otherwise.<\/p>\n<\/p>\n

“Barham<\/u>” means Barham Industries Corp., a Nevada corporation.<\/p>\n<\/p>\n

“Business Assets<\/u>” means the Purchased Assets and the Seller Foreign
\nEntity Assets.<\/p>\n<\/p>\n

“Business Contracts<\/u>” means all Seller Contracts, Seller Foreign Entity
\nContracts and any other Contracts entered into by a Seller Party or any
\nAffiliate of such Persons (excluding the Italian JV) in connection with the
\nBusiness.<\/p>\n<\/p>\n

“Business Day<\/u>” means a day other than a Saturday, Sunday or other day
\non which commercial banks in Charlotte, North Carolina are generally closed for
\nbusiness.<\/p>\n<\/p>\n

“Business Proprietary Rights<\/u>” means all of the Seller Proprietary
\nRights and all of the Seller Foreign Entity Proprietary Rights as well as any
\nProprietary Rights of the Seller Parties used by the Sellers or Seller Foreign
\nEntities in the Business.<\/p>\n<\/p>\n

“Buyer Consents<\/u>” means the Consent of any Person (other than the Buyer
\nEntities or their Affiliates) required to be obtained by the Buyer prior to the
\nconsummation of the transactions contemplated hereby.<\/p>\n<\/p>\n

“Buyer Fundamental Representations<\/u>” means the representations and
\nwarranties of the Buyer set forth in Sections 4.1
\n<\/strong>(Organization), 4.2 <\/strong>(Authority; Enforceability),
\n4.3 <\/strong>(Consents and Approvals; No Violation) and 4.5
\n<\/strong>(Brokers).<\/p>\n<\/p>\n

“Buyer153s Knowledge<\/u>” means the actual knowledge of Robert McLean and
\nBrad Lodge.<\/p>\n<\/p>\n

“Canusa Product Liability<\/u>” means liability for Damages incurred by PSI
\nGermany or its Affiliates as a result of warranty claims or Product Liability
\nrelated to any sale of Superseal by PSI Germany or its Affiliates prior to the
\nEffective Time, and specifically including any liability or obligations under
\nthe Canusa Settlement Agreement or any warranty related thereto.<\/p>\n<\/p>\n

A-1<\/p>\n

\n

\n

“Capital Lease<\/u>” with respect to any Person, means any lease of
\nproperty by such Person as lessee that is or is required to be, in accordance
\nwith applicable generally accepted accounting principles, recorded as a capital
\nlease on such Person153s balance sheet.<\/p>\n<\/p>\n

“Change of Control Payments<\/u>” means all (a) change of control or other
\nsale or transaction bonuses payable to employees, officers or directors of any
\nSeller Party, any Seller Foreign Subsidiary or Pipeline Seal U.K. (or, to the
\nSellers153 Knowledge, any Seller Foreign JV) as a result of the transactions
\ncontemplated by this Agreement and (b) severance obligations owed by any Seller
\nParty, any Seller Foreign Subsidiary or Pipeline Seal U.K. (or, to the Sellers153
\nKnowledge, any Seller Foreign JV) to employees, officers or directors thereof
\ntriggered as a result of the transactions contemplated by this Agreement,
\nincluding with respect to clauses (a) and (b) the employer portion of any
\npayroll Taxes.<\/p>\n<\/p>\n

“Closing Date<\/u>” means the date of the Closing.<\/p>\n<\/p>\n

“Closing Indebtedness<\/u>” means, as of the Effective Time, (a) all
\noutstanding principal, interest, fees, expenses and other amounts and
\nliabilities incurred or owed by the Sellers, Pipeline Seal U.K. or the Seller
\nForeign Subsidiaries, (i) in respect of borrowed money (including the current
\nportion thereof), (ii) in respect of Capital Leases, (iii) under any
\nreimbursement obligation relating to a letter of credit, bankers153 acceptance or
\nnote purchase agreement, (iv) evidenced by a bond, note, debenture or similar
\ninstrument (including a purchase money obligation), (v) for all or any part of
\nthe deferred purchase price of property or services (other than trade payables),
\nincluding any “earnout” or similar payments or any non-compete payments, or (vi)
\nunder interest rate swap, hedging or similar agreements or (b) any liability of
\nothers described in the preceding clause (a) that the Sellers, Pipeline Seal
\nU.K. or any Seller Foreign Subsidiary has guaranteed that is recourse to the
\nSellers, Pipeline Seal U.K., any Seller Foreign Subsidiary or any of their
\nassets or that is otherwise any of their legal liability or that is secured in
\nwhole or in part by any of their assets. For purposes of this Agreement, Closing
\nIndebtedness includes (A) any and all accrued interest, success fees, prepayment
\npremiums, make-whole premiums or penalties and fees or expenses actually
\nincurred (including lender153s attorneys153 fees) associated with the prepayment of
\nany Closing Indebtedness, (B) all Outstanding Checks, to the extent not covered
\nby immediately available funds in the accounts upon which drawn, and (C) cash,
\nbook or bank account overdrafts.<\/p>\n<\/p>\n

“COBRA<\/u>” means the U.S. Consolidated Omnibus Reconciliation Act of
\n1985, as amended<\/p>\n<\/p>\n

“Code<\/u>” means the U.S. Internal Revenue Code of 1986, as amended,
\nincluding all regulations and other authoritative Governmental Authority
\nguidance issued with respect thereto.<\/p>\n<\/p>\n

“Consent<\/u>” means any approval, consent, ratification, waiver, or other
\nauthorization.<\/p>\n<\/p>\n

“Contract<\/u>” means any agreement, contract, promise or undertaking
\n(whether oral or written and whether express or implied).<\/p>\n<\/p>\n

“Copyright<\/u>” means the legal right provided by the U.S. Copyright Act
\nof 1976, as amended, to the expression contained in any work of authorship fixed
\nin any tangible medium of<\/p>\n<\/p>\n

A-2<\/p>\n

\n

\n

expression together with any similar rights arising in any other country as a
\nresult of statute or treaty.<\/p>\n<\/p>\n

“Covered Person<\/u>” means any employee or official of a Governmental
\nAuthority, any officer or employee of any directly or indirectly
\ngovernment-owned or controlled entity, and any officer or employee of a public
\ninternational organization, as well as any person acting in an official capacity
\nfor or on behalf of any such Governmental Authority, department, agency,
\ninstrumentality or for or on behalf of a public international organization and
\nany political party or candidate for political office.<\/p>\n<\/p>\n

“Damages<\/u>” means damages, loss, liability, claim, expense (including
\ncost of investigation and reasonable attorneys153 fees) and diminution of value,
\nwhether or not involving a third-party claim.<\/p>\n<\/p>\n

“Disclosure Schedule<\/u>” means any schedule to this Agreement containing
\ndisclosure of information delivered to the Buyer by the Seller Parties
\nconcurrently with the execution of this Agreement.<\/p>\n<\/p>\n

“Environmental Laws<\/u>” means any U.S. federal Law that relates to the
\ngeneration, storage, handling, discharge, emission, transportation, treatment,
\nrelease, threatened release or disposal of Hazardous Substances or to the
\nprotection of human health and the environment, in each case as amended, the
\nregulations implementing such acts, and the applicable foreign, state and local
\nequivalents of such acts and regulations, including common law.<\/p>\n<\/p>\n

“Environmental Liabilities<\/u>” means all liabilities, obligations,
\nresponsibilities, response, remedial and removal costs, investigation costs,
\ncapital costs, operation and maintenance costs, losses, damages, including
\ndamages for diminution of the value of land, property damages, natural resource
\ndamages, costs and expenses (including reasonable attorneys153 fees), fines,
\npenalties and sanctions incurred as a result of or related to:<\/p>\n<\/p>\n

(a) any Proceeding by any Person against any Owner (in connection with the
\nBusiness), any other Seller Party or any Seller Foreign Entity under any
\nEnvironmental Laws;<\/p>\n<\/p>\n

(b) any environmental matter or condition arising under or related to any
\nEnvironmental Laws;<\/p>\n<\/p>\n

(c) any release or threatened release or presence of any Hazardous Substances
\nwhether on, at, in, under, from or about or in the vicinity of any real or
\npersonal property; or<\/p>\n<\/p>\n

(d) the treatment, storage, handling, disposal, discharge, transportation or
\nemission of any Hazardous Substances, including the transportation or disposal
\nof any Hazardous Substances by or on behalf of any Seller Party, or any Seller
\nForeign Entity to any off-site facility.<\/p>\n<\/p>\n

“Equity Interests<\/u>” means, with respect to any Person, the capital
\nstock, shares, limited liability company interests, membership interests,
\npartnership interests or other equity interests of such Person.<\/p>\n<\/p>\n

A-3<\/p>\n

\n

\n

“ERISA<\/u>” means the U. S. Employee Retirement Income Security Act of
\n1974, as amended, including all regulations and other authoritative Governmental
\nAuthority guidance issued with respect thereto.<\/p>\n<\/p>\n

“ERISA Affiliate<\/u>” means any trade or business, whether or not
\nincorporated, that is a member of a group of corporations or of trades or
\nbusinesses (whether or not incorporated) that along with a U.S. Seller are
\ntreated as a single employer under and for any of the purposes specified in
\nSection 414(b), (c), (m) or (o) of the Code or that is a member of a controlled
\ngroup within the meaning of Section 4001(a)(14) of ERISA that includes a Seller.\n<\/p>\n<\/p>\n

“Franken Plastik<\/u>” means Franken Plastik GmbH, a German company.<\/p>\n<\/p>\n

“Governmental Authority<\/u>” means any nation or government, any state or
\nother political subdivision thereof, any municipal, local, city or county
\ngovernment, any entity exercising executive, legislative, judicial, regulatory
\nor administrative functions of or pertaining to government and any corporation
\nor other entity owned or controlled by any of the foregoing.<\/p>\n<\/p>\n

“Hazardous Substance<\/u>” includes each substance identified or designated
\nas a hazardous substance, hazardous material or solid waste under any
\nEnvironmental Law as well as any other substance or material meeting any one or
\nmore of the following criteria: (i) it is or contains a substance designated as
\na solid or hazardous waste, hazardous substance, hazardous material, pollutant,
\ncontaminant or toxic substance under any Environmental Law, (ii) it is
\nexplosive, toxic, reactive, corrosive, ignitable, infectious, radioactive or
\notherwise hazardous or (iii) it is or contains, without limiting the foregoing,
\npolychlorinated biphenyls, lead based paint, petroleum hydrocarbons, asbestos or
\nasbestos containing materials, or explosive ordnance remnants.<\/p>\n<\/p>\n

“Houston Facility<\/u>” means the facilities located at 6525 Goforth St.
\nHouston, TX. 77021, 6501 Goforth St. Houston, TX. 77021, 6516 Foster St.
\nHouston, TX. 77021, 4401 Balkin St. Houston, TX. 77021 and 6420 Eastwood,
\nHouston, TX. 77021, as leased by the Buyer following the Closing.<\/p>\n<\/p>\n

“HSR Act<\/u>” means the U.S. Hart-Scott-Rodino Antitrust Improvements Act
\nof 1976, as amended.<\/p>\n<\/p>\n

“Inactive Employees<\/u>” means all individuals who were actively employed
\nby a Seller in the Business but as of the Closing are on leave from their jobs
\n(except for individuals on leave for jury duty or vacation) or who are unable,
\nwith or without reasonable accommodation, to perform the essential functions of
\ntheir jobs.<\/p>\n<\/p>\n

“Intercompany Accounts Payable<\/u>” means all accounts payable or other
\npayables owed to any Seller Party, Pipeline Seal U.K., any Seller Foreign
\nSubsidiary or any other Person owned or controlled by a Seller Party (other than
\nthe Seller Foreign JVs) by any Seller Party, Pipeline Seal U.K., any Seller
\nForeign Subsidiary or any other Person owned or controlled by a Seller Party
\n(other than the Seller Foreign JVs).<\/p>\n<\/p>\n

“Intercompany Accounts Receivable<\/u>” means all Accounts Receivable and
\nother rights to payment owed by any Seller Party, Seller Foreign Subsidiary,
\nPipeline Seal U.K. or any other<\/p>\n<\/p>\n

A-4<\/p>\n

\n

\n

Person owned or controlled by a Seller Party (other than the Seller Foreign
\nJVs) to a Seller Party, Pipeline Seal U.K, a Seller Foreign Subsidiary or any
\nother Person owned or controlled by a Seller Party (other than the Seller
\nForeign JVs).<\/p>\n<\/p>\n

“Italian JV<\/u>” means Alpha Engineering SRL, an Italian company.<\/p>\n<\/p>\n

“Japanese JV<\/u>” means Nihon Rinku Shiiru K.K. [Trans. <\/em>– Link
\nSeal Japan Ltd], a Japanese company.<\/p>\n<\/p>\n

“Know-How<\/u>” means ideas, designs, concepts, compilations of
\ninformation, methods, techniques, methodologies, procedures, processes,
\nalgorithms and formulas, whether or not patentable.<\/p>\n<\/p>\n

“Landlords<\/u>” means, collectively, the landlord(s) under the U.K. Lease
\nand the landlord(s) under the Houston Lease.<\/p>\n<\/p>\n

“Law<\/u>” means, with respect to any Person, any foreign, federal, state,
\nprovincial, local or similar statute, treaty, law, ordinance, regulation, rule,
\ncode, Order, judgment, requirement or rule of law (including common law) of any
\nGovernmental Authority to which such Person or any of its assets or properties
\nis or was subject.<\/p>\n<\/p>\n

“Liens<\/u>” means any and all mortgages, deeds of trust, deeds to secure
\ndebt, claims, liens, security interests, pledges, escrows, charges, options,
\neasements, leases, other occupancy agreements, restrictions and other
\nencumbrances.<\/p>\n<\/p>\n

“Malaysian JV<\/u>” means PSI (SEA) SDN. BHD., a Malaysian company.<\/p>\n<\/p>\n

“Mark<\/u>” means any word, name, symbol or device used by a Person to
\nidentify its goods or services, whether or not registered, all goodwill
\nassociated therewith, and any right that may exist to obtain a registration with
\nrespect thereto from any Governmental Authority and any rights arising under any
\nsuch application. As used in this Agreement, the term “Mark<\/u>” includes all
\nof the foregoing, including trademarks and service marks.<\/p>\n<\/p>\n

“Material Adverse Effect<\/u>” means any change, event, occurrence or
\ncondition which has had, or could reasonably be expected to have, a material
\nadverse effect on the financial condition, results of operations, assets,
\nbusiness, properties, prospects or liabilities of the Business, taken as a
\nwhole, or a material adverse effect on the ability of the Seller Parties to
\nconsummate the transactions contemplated by this Agreement. Notwithstanding the
\nforegoing, a Material Adverse Effect shall not include (i) changes in general
\ndomestic or international economic or financial market conditions to the extent
\nsuch events do not effect the Business in a materially disproportionate manner
\n(in the aggregate), (ii) any action taken or failed to be taken by any Seller
\nParty (or any of its Affiliates or their respective representatives) at the
\nwritten request of the Buyer (or any of its Affiliates or their respective
\nrepresentatives) or that is required or contemplated by this Agreement, or (iii)
\nseasonal reductions in revenues and\/or earnings of the Business in the ordinary
\ncourse of business.<\/p>\n<\/p>\n

“Material Impact<\/u>” means an effect on the financial condition, results
\nof operation, assets, business, properties, prospects or liabilities of the
\nBusiness reasonably expected to have an<\/p>\n<\/p>\n

A-5<\/p>\n

\n

\n

adverse impact of $10,000 or greater, in the aggregate, as it relates to a
\nbreach of the representations and warranties in any Section of this Agreement.\n<\/p>\n<\/p>\n

“Mavei<\/u>” means Mavei GmbH, a German company.<\/p>\n<\/p>\n

“Mavei Business<\/u>” means the business operated by Mavei immediately
\nprior to the Closing.<\/p>\n<\/p>\n

“Net Working Capital<\/u>” means the Accounts Receivable of the U.S.
\nSellers, the Seller Foreign Subsidiaries and Pipeline Seal U.K. (other than
\nIntercompany Accounts Receivable, any Accounts Receivable attributable to the
\nMavei Business and any Accounts Receivable from a Tax authority attributable to
\nVAT amounts paid or payable to a supplier), along with any relevant VAT
\ncomponent thereof receivable from a customer, plus<\/u>, (ii) the inventory of
\nthe U.S. Sellers, the Seller Foreign Subsidiaries and Pipeline Seal U.K. (other
\nthan any inventory attributable to the Mavei Business), minus<\/u> (iii) Trade
\nAccounts Payable of the U.S. Sellers, the Seller Foreign Subsidiaries and
\nPipeline Seal U.K. (other than Intercompany Accounts Payable and any Trade
\nAccounts Payable associated with the Mavei Business), and solely with respect to
\nthe calculation of Closing Net Working Capital, minus<\/u> (iv) (A) accrued
\nvacation\/holiday of the U.S. Sellers relating to Transferred Employees, (B)
\naccrued vacation\/holiday of Pipeline Seal U.K. relating to employees of Pipeline
\nSeal U.K who remain employees of Pipeline Seal U.K. immediately following the
\nEffective Time, and (C) accrued vacation\/holiday and sick days of the Seller
\nForeign Subsidiaries (including accrued vacation\/holiday and sick days relating
\nto the Mavei Business) relating to employees of the Seller Foreign Subsidiaries
\n(including employees associated with the Mavei Business) who remain employees of
\nsuch Persons following the Effective Time, but only to the extent that (1) such
\naccrued vacation\/holiday of the U.S. Sellers and Pipeline Seal U.K. is, in the
\naggregate, materially greater than, or not of a type, set forth on
\nSchedule 2.14(a), <\/strong>and (2) such accrued vacation\/holiday and
\nsick days of the Seller Foreign Subsidiaries (including employees associated
\nwith the Mavei Business) exceeds $104,744.<\/p>\n<\/p>\n

“New Relief<\/u>” means: (a) any Relief of any Buyer Entity and\/or any of
\ntheir Affiliates; and (b) any Relief of a Seller Foreign Subsidiary or Pipeline
\nSeal U.K. which arises in respect of any period commencing on or after, or as a
\nresult of anything occurring after, Closing.<\/p>\n<\/p>\n

“Order<\/u>” means any award, decision, injunction, judgment, order,
\nruling, subpoena or verdict entered, issued, made or rendered by any court,
\nadministrative agency, other Governmental Authority or by any arbitrator.<\/p>\n<\/p>\n

“Ordinary Course<\/u>” means an action that is taken by a Person in
\nconnection with its business operations that: (i) is consistent with the past
\npractices of such Person and is taken in the ordinary course of the normal
\nday-to-day operations of such Person; (ii) is not required to be authorized by
\nthe board of directors, general partners, or managers of such Person (or by any
\nPerson or group exercising similar authority) or by its equity holders; and
\n(iii) is similar in nature and magnitude to actions customarily taken, without
\nany authorization by the board of directors, general partners, or managers (or
\nby any Person or group exercising similar authority), in the ordinary course of
\nthe normal day-to-day operations of such Person.<\/p>\n<\/p>\n

A-6<\/p>\n

\n

\n

“Other Benefit Obligations<\/u>” means all obligations, arrangements, plans
\nor customary practices, whether or not legally enforceable, to provide benefits,
\nother than salary or wages, as compensation (whether taxable or not) for
\nservices rendered, to present or former directors, employees, or agents, other
\nthan obligations, arrangements, plans or customary practices that are Plans,
\nincluding consulting agreements, sabbatical and leave policies, severance
\npolicies, stock option and other stock compensation plans, fringe benefits
\nwithin the meaning of Section 132 of the Code and cafeteria plans under Section
\n125 of the Code.<\/p>\n<\/p>\n

“Outstanding Checks<\/u>” means all checks, electronic payments or debits
\nof any kind issued or authorized by the U.S. Sellers, Pipeline Seal U.K. or the
\nSeller Foreign Subsidiaries prior to the Effective Time, but not yet debited
\nfrom their respective bank accounts as of the Effective Time.<\/p>\n<\/p>\n

“Patent<\/u>” means any patent granted by the United States Patent and
\nTrademark Office or by the comparable agency of any other country, and any
\nrenewal thereof, and any rights arising under any patent application filed with
\nthe United States Patent and Trademark Office or the comparable agency of any
\nother country and any rights that may exist to file any such application.<\/p>\n<\/p>\n

“Permit<\/u>” means any Consent issued, granted, given or otherwise made
\navailable by or under the authority of any Governmental Authority or pursuant to
\nany Law.<\/p>\n<\/p>\n

“Permitted Encumbrances<\/u>” means (i) statutory liens for Taxes
\n(including Tax assessments) not yet delinquent; (ii) mechanics153, materialmen153s
\ncarriers153, workers153, repairmen153s and other similar liens arising or incurred in
\nthe ordinary course of business with respect to charges not yet due and payable;
\n(iii) statutory liens incurred in the ordinary course of business in connection
\nwith worker153s compensation, unemployment insurance, or other forms of
\ngovernmental insurance or benefits with respect to charges not yet due and
\npayable; (iv) easements, covenants, conditions, rights of way, encroachments,
\nreservations, restrictions and similar matters or conditions affecting or
\nburdening real property which do not materially interfere with the beneficial
\nuse and enjoyment of such real property or the ingress thereto or egress
\ntherefrom as currently used in connection with the Business; (v) zoning,
\nbuilding, fire, health, environmental and pollution control Laws, ordinances,
\nrules and safety regulations and other similar legal requirements which do not
\nmaterially interfere with the beneficial use and enjoyment of real property or
\nthe ingress thereto or egress therefrom as currently used in connection with the
\nBusiness; and (vi) the interests of lessors and purchase money security interest
\nholders in equipment as described on Schedule 2.16(c)<\/strong> that is
\nthe subject of (a) an equipment lease that is not a Capital Lease, or (b) a
\npurchase money security interest arrangement, in each case as entered into the
\nOrdinary Course of the Person so leasing or purchasing such equipment.<\/p>\n<\/p>\n

“Person<\/u>” means any corporation, association, joint venture,
\npartnership, limited liability company, organization, business, individual,
\ntrust, Governmental Authority or other legal entity.<\/p>\n<\/p>\n

“Pipeline Seal U.K.<\/u>” means Pipeline Seal & Insulator Co. Limited,
\na U.K. company.<\/p>\n<\/p>\n

A-7<\/p>\n

\n

\n

“Plan<\/u>” means an employee welfare benefit plan within the meaning of
\nSection 3.1(1) of ERISA, an employee pension benefit plan within the meaning of
\nSection 3.1(2) of ERISA or a plan that is both.<\/p>\n<\/p>\n

“Prime Rate<\/u>” means a variable per annum rate, as of any date of
\ndetermination, equal to the rate from time to time published in the “Money
\nRates” section of The Wall Street Journal<\/u> as being the “Prime Rate.” The
\nPrime Rate will change as of the date of publication in The Wall Street
\nJournal<\/u> of a Prime Rate that is different from that published on the
\npreceding Business Day.<\/p>\n<\/p>\n

“Proceeding<\/u>” means any action, arbitration, audit, hearing,
\ninvestigation, litigation or suit (whether civil, commercial, labor, criminal,
\nadministrative, investigative or informal) commenced, brought, conducted, or
\nheard by or before, or otherwise involving, any Governmental Authority or
\narbitrator.<\/p>\n<\/p>\n

“Product Liability<\/u>” means liability resulting from any manufacturing,
\ndesign, construction, support, installation or other defect in products made
\nmanufactured, constructed, distributed, sold, leased, supported or installed by
\nthe Sellers, Pipeline Seal U.K. or any Seller Foreign Subsidiary at or prior to
\nthe Effective Time and includes any liability associated with any recall by the
\nBuyer, Pipeline Seal U.K. or any Seller Foreign Subsidiary following the
\nEffective Time related to any such products.<\/p>\n<\/p>\n

“Proprietary Rights<\/u>” means, with respect to a Person, all registered
\nand material unregistered Copyrights, registered and material unregistered
\nMarks, Trade Names, Trade Secrets, Patents, registered and unregistered design
\nrights, intellectual property rights in inventions and discoveries, intellectual
\nproperty rights in internet web sites and internet domain names and intellectual
\nproperty rights in Know-How, owned or used by such Person.<\/p>\n<\/p>\n

“PSI Germany<\/u>” means PSI Products GmbH, a German company.<\/p>\n<\/p>\n

“Relief<\/u>” means any loss, relief, allowance, exemption, set-off,
\ndeduction, credit, right to repayment, or other relief available in relation for
\nTaxes or to the computation of income profits or gains for the purposes of
\nTaxes.<\/p>\n<\/p>\n

“Seller Consent<\/u>” means a Consent of any party (other than a Seller,
\nPipeline Seal U.K., or a Seller Foreign Subsidiary) to any Material Contract
\nrequired by the terms of such Contract or under Law as a condition to the
\nassignment and transfer to the Buyer Entities of the rights of the Seller,
\nPipeline Seal U.K., and the Seller Foreign Subsidiaries thereunder.<\/p>\n<\/p>\n

“Seller Contracts<\/u>” means all Contracts under which any Seller has any
\nright, obligation, or liability, or by which any Seller is bound.<\/p>\n<\/p>\n

“Seller Equity Interests<\/u>” means the Equity Interests in the Seller
\nForeign Entities held by the Selling Shareholders.<\/p>\n<\/p>\n

“Seller Foreign Entities<\/u>” means, collectively, Pipeline Seal U.K., the
\nSeller Foreign JVs and the Seller Foreign Subsidiaries.<\/p>\n<\/p>\n

A-8<\/p>\n

\n

\n

“Seller Foreign Entity Assets<\/u>” means all right, title and interest of
\nthe Seller Foreign Subsidiaries, Pipeline Seal U.K. and the Malaysian JV and
\nJapanese JV in and to the assets, rights, and properties owned, used or useable
\nby the Seller Foreign Subsidiaries, Pipeline Seal U.K., the Malaysian JV and the
\nJapanese JV, except for the Seller Foreign Entity Excluded Assets.<\/p>\n<\/p>\n

“Seller Foreign Entity Contracts<\/u>” means all Contracts under which any
\nSeller Foreign Subsidiary, Pipeline Seal U.K., the Malaysian JV and the Japanese
\nJV has any right, obligation or liability or by which a Seller Foreign
\nSubsidiary, Pipeline Seal U.K., the Malaysian JV and the Japanese JV is bound,
\nand shall include any Contract to which a Selling Shareholder is a party,
\nrelating to the organization, governance, or Equity Interests of a Seller
\nForeign Subsidiary, Pipeline Seal U.K., the Malaysian JV and the Japanese JV or
\notherwise relating to the Business as conducted by the Seller Foreign
\nSubsidiaries, Pipeline Seal U.K., the Malaysian JV and the Japanese JV.<\/p>\n<\/p>\n

“Seller Foreign Entity Proprietary Rights<\/u>” means all of the
\nProprietary Rights that are owned, used, or useable by the Seller Foreign
\nSubsidiaries, Pipeline Seal U.K., the Japanese JV and the Malaysian JV.<\/p>\n<\/p>\n

“Seller Foreign JVs<\/u>” means the Malaysian JV, the Japanese JV and the
\nItalian JV.<\/p>\n<\/p>\n

“Seller Foreign Subsidiaries<\/u>” means Franken Plastik and PSI Germany.\n<\/p>\n<\/p>\n

“Seller Fundamental Representations<\/u>” means the representations and
\nwarranties of the Sellers and Owners set forth in Sections 2.1
\n<\/strong>(Organization; Good Standing), 2.2 <\/strong>(Authority;
\nEnforceability), 2.3 <\/strong>(Consents and Approvals; No Violation),
\n2.4 <\/strong>(Seller Equity Interests), 2.8<\/strong> (Taxes and
\nTax Returns), 2.12 <\/strong>(Environmental Matters),
\n2.16(a)<\/strong> (Title), 2.27 <\/strong>(Brokers),
\n3.1<\/strong> (Authority; Enforceability); and 3.2
\n<\/strong>(Consents and Approvals; No Violation).<\/p>\n<\/p>\n

“Sellers153 Knowledge<\/u>” means the actual knowledge of any Owner, David
\nBest, Franz Eiber, Andrea Proessler, Bob Coulton and Leo Bell, and the knowledge
\nDavid Nordeen, David Best, and, as to each of their respective Purviews only,
\nAndrea Proessler, Bob Coulton and Leo Bell reasonably should have in the
\nexercise of such Person153s duties with the Sellers and the Sellers Foreign
\nEntities; provided that as applied to the Seller Foreign JVs, “Sellers153
\nKnowledge” shall mean the actual knowledge of David Nordeen and David Best. For
\npurposes of this definition, “Purview<\/u>” shall mean, (x) with respect to
\nMs. Proessler, matters relating to the U.S. Foreign Corrupt Practices Act, the
\nmarketing aspects of the Business, and contracts to which PSI Germany and
\nFranken Plastik are party, (y) with respect to Mr. Coulton, matters relating to
\nthe U.S. Foreign Corrupt Practices Act and to the marketing and sales aspects of
\nthe Business, and (z) with respect to Mr. Bell, matters relating to the
\noperations of PSI153s and TPI153s plant in Houston, Texas.<\/p>\n<\/p>\n

“Seller Transaction Expenses<\/u>” means all costs, fees and expenses of
\noutside professionals or advisors incurred by the Sellers or the Seller Foreign
\nEntities in connection with the transactions contemplated by this Agreement,
\nincluding all investment banking, broker, legal, tax and accounting fees, costs
\nand expenses.<\/p>\n<\/p>\n

A-9<\/p>\n

\n

\n

“Selling Shareholders<\/u>” means (i) Commercial Plastics, as the holder of
\nEquity Interests in Franken Plastik, (ii) Stevens, as the holder of Equity
\nInterests in Pipeline Seal U.K., (iii) PSI, as the holder of the Equity
\nInterests in the Italian JV and the Japanese JV, and (iv) GPP, as the holder of
\nthe Equity Interests in the Malaysian JV.<\/p>\n<\/p>\n

“Software<\/u>” means, with respect to a Person, all types of computer
\nsoftware programs owned or used by such Person, including operating systems,
\napplication programs and software imbedded in equipment, including both object
\ncode and source code versions thereof. The term “Software<\/u>” also includes
\nall written or electronic materials that explain the structure or use of the
\nSoftware or that were used in the development of the Software, including logic
\ndiagrams, flow charts and procedural diagrams.<\/p>\n<\/p>\n

“Target Net Working Capital<\/u>” shall mean $10,225,000.<\/p>\n<\/p>\n

“Tax<\/u>” or “Taxes<\/u>” means any federal, state, local, or foreign
\nincome, gross receipts, license, payroll, employment, excise, severance, stamp,
\noccupation, premium, windfall profits, environmental, (including Taxes under
\nSection 59A of the Code), customs duties, capital stock, franchise, profits,
\nwithholding, social security (or similar), unemployment, disability, real
\nproperty, personal property, sales, use, transfer, registration, valued added,
\nalternative, add-on minimum, estimated, or other Tax of any kind whatsoever,
\nincluding any interest, penalty, or addition thereto, whether disputed or not
\nand including any obligations to indemnify or otherwise assume or succeed to the
\nTax liability of any other Person.<\/p>\n<\/p>\n

“Tax Return<\/u>” means any return, declaration, report, claim for refund,
\nor information return or statement relating to Taxes, including any schedule or
\nattachment thereto, and including any amendment thereof.<\/p>\n<\/p>\n

“Trade Names<\/u>” means any words, names or symbols used by a Person to
\nidentify its business.<\/p>\n<\/p>\n

“Trade Secrets<\/u>” means business or technical information of any Person
\nincluding, but not limited to, customer lists, marketing data and Know-How, that
\nis not generally known to other Persons who are not subject to an obligation of
\nnondisclosure and that derives actual or potential commercial value from not
\nbeing generally known to other Persons.<\/p>\n<\/p>\n

“Unpaid 2010 Bonuses and Commissions<\/u>” means any bonuses, commissions
\nor other payments payable to or customarily payable to employees or independent
\ncontractors of the Business with respect to calendar year 2010 or any prior
\nperiod (whether customarily payable or otherwise due to be paid prior to the end
\nof 2010 or at some later date following the end of 2010), that have not been
\npaid by the Seller Parties or their Affiliates as of the Closing Date.<\/p>\n<\/p>\n

“Warranty Liability<\/u>” means any liability related to a warranty of the
\nSellers, Pipeline Seal U.K. or the Seller Foreign Subsidiaries incurred in the
\nordinary course of business pursuant to warranties described on
\nSchedule 2.23(c)<\/strong> in connection with any product made,
\nmanufactured, constructed, distributed, sold, leased, supported or installed by
\nany such Person at or prior to the Effective Time.<\/p>\n<\/p>\n

A-10<\/p>\n

\n

\n

Cross Reference Table<\/u>. Certain terms used in this Agreement have the
\nmeanings given them in the following Sections:<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Term<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Section<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

2006 German Dividend Payments<\/p>\n<\/td>\n

<\/td>\n\n

7.4<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Acquisition Proposal<\/p>\n<\/td>\n

<\/td>\n\n

5.6<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Active Employees<\/p>\n<\/td>\n

<\/td>\n\n

5.7(a)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Actual Termination Amount<\/p>\n<\/td>\n

<\/td>\n\n

5.8(b)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Agreement<\/p>\n<\/td>\n

<\/td>\n\n

Introductory Paragraph<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Assignment and Assumption Agreement<\/p>\n<\/td>\n

<\/td>\n\n

1.10(a)(ii)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Assumed Liabilities<\/p>\n<\/td>\n

<\/td>\n\n

1.6<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Balance Sheet Date<\/p>\n<\/td>\n

<\/td>\n\n

2.6(a)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Barham<\/p>\n<\/td>\n

<\/td>\n\n

Introductory Paragraph<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Best Consulting Agreement<\/p>\n<\/td>\n

<\/td>\n\n

1.10(a)(v)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Business<\/p>\n<\/td>\n

<\/td>\n\n

Background Statement<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Business Permits<\/p>\n<\/td>\n

<\/td>\n\n

2.10(a)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Business Real Property<\/p>\n<\/td>\n

<\/td>\n\n

2.17<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Buyer<\/p>\n<\/td>\n

<\/td>\n\n

Introductory Paragraph<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Buyer Documents<\/p>\n<\/td>\n

<\/td>\n\n

4.2<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Buyer Entities<\/p>\n<\/td>\n

<\/td>\n\n

Introductory Paragraph<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Buyer Indemnified Parties<\/p>\n<\/td>\n

<\/td>\n\n

7.1<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Canusa<\/p>\n<\/td>\n

<\/td>\n\n

2.23(d)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Canusa Settlement Agreement<\/p>\n<\/td>\n

<\/td>\n\n

5.17<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Closing<\/p>\n<\/td>\n

<\/td>\n\n

1.8<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Closing Memorandum<\/p>\n<\/td>\n

<\/td>\n\n

1.10(c)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Closing Net Working Capital<\/p>\n<\/td>\n

<\/td>\n\n

1.11(a)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Closing Payment<\/p>\n<\/td>\n

<\/td>\n\n

1.9(c)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Closing VAT Amount<\/p>\n<\/td>\n

<\/td>\n\n

1.12(b)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Commercial Plastics<\/p>\n<\/td>\n

<\/td>\n\n

Introductory Paragraph<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Consulting Agreements<\/p>\n<\/td>\n

<\/td>\n\n

1.10(a)(v)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Effective Time<\/p>\n<\/td>\n

<\/td>\n\n

1.8<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Eiber Estimated Settlement Amount<\/p>\n<\/td>\n

<\/td>\n\n

5.8(b)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Eiber Termination Agreement<\/p>\n<\/td>\n

<\/td>\n\n

5.8(b)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Environmental Permits<\/p>\n<\/td>\n

<\/td>\n\n

2.12(a)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Equity Transfer Documents<\/p>\n<\/td>\n

<\/td>\n\n

1.10(a)(xvii)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Escrow Agent<\/p>\n<\/td>\n

<\/td>\n\n

1.9(c)(i)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Escrow Agreement<\/p>\n<\/td>\n

<\/td>\n\n

1.9(c)(i)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Escrow Amount<\/p>\n<\/td>\n

<\/td>\n\n

1.9(c)(i)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Estimated Net Working Capital<\/p>\n<\/td>\n

<\/td>\n\n

1.9(b)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Excluded Assets<\/p>\n<\/td>\n

<\/td>\n\n

1.2<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Excluded Liabilities<\/p>\n<\/td>\n

<\/td>\n\n

1.6<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Facilities<\/p>\n<\/td>\n

<\/td>\n\n

2.12(b)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Financial Statements<\/p>\n<\/td>\n

<\/td>\n\n

2.6(a)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

FP Tax Credit<\/p>\n<\/td>\n

<\/td>\n\n

5.11(o)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

General Release<\/p>\n<\/td>\n

<\/td>\n\n

1.10(a)(xv)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

German Buyer<\/p>\n<\/td>\n

<\/td>\n\n

Introductory Paragraph<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-11<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Term<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Section<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

German VAT Agreement<\/p>\n<\/td>\n

<\/td>\n\n

5.12(a)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

GPP<\/p>\n<\/td>\n

<\/td>\n\n

Introductory Paragraph<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

GPP Employees<\/p>\n<\/td>\n

<\/td>\n\n

5.8(c)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

GPP Sale Transaction<\/p>\n<\/td>\n

<\/td>\n\n

5.12(a)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

GPP Sale VAT<\/p>\n<\/td>\n

<\/td>\n\n

5.12(b)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

GPP Waiver Agreements<\/p>\n<\/td>\n

<\/td>\n\n

5.8(c)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Houston Lease<\/p>\n<\/td>\n

<\/td>\n\n

1.10(a)(xi)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

HSBC<\/p>\n<\/td>\n

<\/td>\n\n

1.16(b)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Improvements<\/p>\n<\/td>\n

<\/td>\n\n

2.17<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Indemnification Payment<\/p>\n<\/td>\n

<\/td>\n\n

7.11<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Indemnified Party<\/p>\n<\/td>\n

<\/td>\n\n

7.4(a)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Indemnifying Party<\/p>\n<\/td>\n

<\/td>\n\n

7.4(a)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Isoplus<\/p>\n<\/td>\n

<\/td>\n\n

5.17<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

ITEPA<\/p>\n<\/td>\n

<\/td>\n\n

2.8(g)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

JV Estoppel Certificates<\/p>\n<\/td>\n

<\/td>\n\n

1.10(a)(xiii)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Luxembourg Buyer<\/p>\n<\/td>\n

<\/td>\n\n

Introductory Paragraph<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Material Contracts<\/p>\n<\/td>\n

<\/td>\n\n

2.21(a)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Mavei Sale Transaction<\/p>\n<\/td>\n

<\/td>\n\n

5.12(c)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Mavei Lease<\/p>\n<\/td>\n

<\/td>\n\n

5.12(c)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Most Recent Balance Sheet<\/p>\n<\/td>\n

<\/td>\n\n

2.6(a)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Net A\/R Amount<\/p>\n<\/td>\n

<\/td>\n\n

5.10<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Nordeen<\/p>\n<\/td>\n

<\/td>\n\n

Introductory Paragraph<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Nordeen Consulting Agreement<\/p>\n<\/td>\n

<\/td>\n\n

1.10(a)(iv)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Owner Documents<\/p>\n<\/td>\n

<\/td>\n\n

3.1<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Owners<\/p>\n<\/td>\n

<\/td>\n\n

Introductory Paragraph<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Payoff Letters<\/p>\n<\/td>\n

<\/td>\n\n

1.10(a)(xviii)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Performance Bonds<\/p>\n<\/td>\n

<\/td>\n\n

1.16(b)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Primary Transaction Agreements<\/p>\n<\/td>\n

<\/td>\n\n

1.10(a)(xii)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Products<\/p>\n<\/td>\n

<\/td>\n\n

2.23(a)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Proposed Canusa Settlement Agreement<\/p>\n<\/td>\n

<\/td>\n\n

5.17<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

PSI<\/p>\n<\/td>\n

<\/td>\n\n

Introductory Paragraph<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Purchase Price<\/p>\n<\/td>\n

<\/td>\n\n

1.9(a)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Purchased Assets<\/p>\n<\/td>\n

<\/td>\n\n

1.1<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Purchased Software<\/p>\n<\/td>\n

<\/td>\n\n

2.20(h)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Remaining Escrow Amount<\/p>\n<\/td>\n

<\/td>\n\n

1.17(b)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Reviewing Accountant<\/p>\n<\/td>\n

<\/td>\n\n

1.11(c)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Savings<\/p>\n<\/td>\n

<\/td>\n\n

5.11(k)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Second Escrow Release Date<\/p>\n<\/td>\n

<\/td>\n\n

1.17(b)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Seller Accounts<\/p>\n<\/td>\n

<\/td>\n\n

1.16<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Seller Accounts Receivable<\/p>\n<\/td>\n

<\/td>\n\n

1.1(b)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Seller Benefit Obligation<\/p>\n<\/td>\n

<\/td>\n\n

2.13(a)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Seller Documents<\/p>\n<\/td>\n

<\/td>\n\n

2.2(a)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Seller Employee Plan<\/p>\n<\/td>\n

<\/td>\n\n

2.13(a)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Seller Excluded Assets<\/p>\n<\/td>\n

<\/td>\n\n

1.2<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Seller Excluded Contracts<\/p>\n<\/td>\n

<\/td>\n\n

1.2(a)<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-12<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Term<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Section<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Seller Foreign Accounts Receivable<\/p>\n<\/td>\n

<\/td>\n\n

5.10<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Seller Foreign Entity Assumed Liabilities<\/p>\n<\/td>\n

<\/td>\n\n

1.7<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Seller Foreign Entity Documents<\/p>\n<\/td>\n

<\/td>\n\n

2.2(b)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Seller Foreign Entity Excluded Assets<\/p>\n<\/td>\n

<\/td>\n\n

1.5<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Seller Foreign Entity Excluded Contracts<\/p>\n<\/td>\n

<\/td>\n\n

1.5(b)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Seller Foreign Entity Excluded Liabilities<\/p>\n<\/td>\n

<\/td>\n\n

1.7(b)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Seller IP Assignment<\/p>\n<\/td>\n

<\/td>\n\n

1.10(a)(viii)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Seller Noncompete<\/p>\n<\/td>\n

<\/td>\n\n

1.10(a)(iii)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Seller Parties<\/p>\n<\/td>\n

<\/td>\n\n

Introductory Paragraph<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Seller Proprietary Rights<\/p>\n<\/td>\n

<\/td>\n\n

1.1(e)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Seller Purchased Contracts<\/p>\n<\/td>\n

<\/td>\n\n

1.1(g)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Sellers<\/p>\n<\/td>\n

<\/td>\n\n

Introductory Paragraph<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Sellers153 Lenders<\/p>\n<\/td>\n

<\/td>\n\n

1.10(a)(xviii)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Sellers153 Representative<\/p>\n<\/td>\n

<\/td>\n\n

9.5<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Selling Shareholders<\/p>\n<\/td>\n

<\/td>\n\n

Introductory Paragraph<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Singapore Buyer<\/p>\n<\/td>\n

<\/td>\n\n

Introductory Paragraph<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Software License Agreements<\/p>\n<\/td>\n

<\/td>\n\n

2.20(h)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

State Aids<\/p>\n<\/td>\n

<\/td>\n\n

2.10(c)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Stevens<\/p>\n<\/td>\n

<\/td>\n\n

Introductory Paragraph<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Superseal<\/p>\n<\/td>\n

<\/td>\n\n

2.23(d)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Thunderline S.A.<\/p>\n<\/td>\n

<\/td>\n\n

2.27<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Top Customers<\/p>\n<\/td>\n

<\/td>\n\n

2.24(a)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Top Suppliers<\/p>\n<\/td>\n

<\/td>\n\n

2.24(b)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

TPI<\/p>\n<\/td>\n

<\/td>\n\n

Introductory Paragraph<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Trade Accounts Payable<\/p>\n<\/td>\n

<\/td>\n\n

1.6(a)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Transferred Employees<\/p>\n<\/td>\n

<\/td>\n\n

5.7(a)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

U.K. Buyer<\/p>\n<\/td>\n

<\/td>\n\n

Introductory Paragraph<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

U.K. Employee<\/p>\n<\/td>\n

<\/td>\n\n

2.8(g)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

U.K. Lease<\/p>\n<\/td>\n

<\/td>\n\n

1.10(a)(xii)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

U.S. Bill of Sale<\/p>\n<\/td>\n

<\/td>\n\n

1.10(a)(i)<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

U.S. Sellers<\/p>\n<\/td>\n

<\/td>\n\n

Introductory Paragraph<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Unit 1A Lease<\/p>\n<\/td>\n

<\/td>\n\n

5.18<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

[end of definitions]<\/p>\n

\n

A-13<\/p>\n

\n

\n

First Amendment to Purchase Agreement<\/strong><\/p>\n

\n

This First Amendment to Purchase Agreement dated as of February 11, 2011
\n(this “Amendment<\/u>“) is by and between Corrosion Control
\nCorporation<\/strong>, a Colorado corporation (the “Buyer<\/u>“),
\nGarlock (Great Britain) Limited<\/strong>, a United Kingdom company (the
\n“U.K. Buyer<\/u>“), Garlock GmbH<\/strong>, a German company (the
\n“German Buyer<\/u>“), EnPro Luxembourg Holding Company<\/strong>, a
\nLuxembourg company (the “Luxembourg Buyer<\/u>“), and Coltec
\nIndustries Pacific PTE LTD<\/strong>, a Singapore company (the “Singapore
\nBuyer<\/u>“), on the one hand, and Pipeline Seal and Insulator,
\nInc.<\/strong>, a Nevada corporation (“PSI<\/u>“), Texas Plasticote,
\nInc.<\/strong>, a Nevada corporation (“TPI;<\/u>” together with PSI, the
\n“U.S. Sellers<\/u>“), GPP Global Pipeline Products Ltd<\/strong>, an
\nIrish company (“GPP;<\/u>” and together with PSI and TPI, the
\n“Sellers<\/u>“), CPI Commercial Plastic Industries Ltd<\/strong>, an
\nIrish company (“Commercial Plastics<\/u>“), and Arnold
\nStevens<\/strong>, an individual resident of Nevada (“Stevens;<\/u>” and
\ncollectively with PSI, GPP and Commercial Plastics, the “Selling
\nShareholders<\/u>“), and David Nordeen<\/strong>, an individual resident
\nof Nevada (“Nordeen<\/u>;” and together with Stevens, the “Owners<\/u>“), on
\nthe other hand, and amends that certain Purchase Agreement between the parties
\ndated as of January 28, 2011 (the “Initial Purchase Agreement;<\/u>” and as
\namended pursuant to the terms hereof, the “Purchase Agreement<\/u>“). Barham
\nIndustries Corp., a Nevada corporation and the sole shareholder of Commercial
\nPlastics and GPP (“Barham<\/u>“), is a party to this Amendment solely for
\npurposes of confirming its obligation to provide indemnification jointly and
\nseverally with the Seller Parties pursuant to Section 7.1 <\/strong>of
\nthe Purchase Agreement, and appointing the Sellers153 Representative pursuant to
\nSection 4 <\/strong>of this Amendment. Capitalized terms used herein
\nwithout definition shall have the meanings assigned to such terms in the
\nPurchase Agreement.<\/p>\n<\/p>\n

Background Statement<\/strong><\/p>\n

\n

The Initial Purchase Agreement requires the Seller Parties to deliver to the
\nBuyer (x) the Seller Consents set forth on Schedule 6.3(c)<\/strong> to
\nthe Purchase Agreement and (y) the certificates representing the Seller Equity
\nInterests in the Seller Foreign Entities (including, without limitation, the
\nJapanese JV) held by the Selling Shareholders to the extent such interests are
\ncertificated, as conditions to the Buyer Entities153 obligations to consummate the
\ntransactions contemplated by the Purchase Agreement. As of the date hereof, the
\nSeller Parties have been unable to obtain, among other things, certain of such
\nconsents and the certificate(s) representing the Seller Equity Interests held by
\nPSI in the Japanese JV (the “Japanese JV Certificate<\/u>“), and the Buyer
\nEntities have agreed to waive receipt at the Closing of, among other things as
\ndescribed herein, the consents set forth on Schedule I
\n<\/strong>attached to this Amendment and the Japanese JV Certificate, pursuant to
\nthe terms and conditions set forth herein.<\/p>\n<\/p>\n

Statement of Agreement<\/strong><\/p>\n

\n

NOW, THEREFORE, <\/strong>the parties hereto agree as follows:<\/p>\n<\/p>\n

1. Section 7.1 of the Initial Purchase Agreement shall be amended as follows:\n<\/p>\n<\/p>\n

(a) subsection (d) of such section shall be amended by deleting the word
\n“and” from the end of such subsection;<\/p>\n<\/p>\n

\n

(b) subsection (e) of such section shall be amended by deleting the period at
\nthe end of such subsection and adding a semicolon at the end of such subsection;\n<\/p>\n<\/p>\n

(c) a new subsection (f) shall be added thereto as follows: “(f) any failure
\nof the Seller Parties to deliver to the Buyer the Seller Consents set forth on
\nSchedule 6.3(c)<\/strong> or the contract amendments set forth on
\nSchedule 6.3(d)<\/strong>;”;<\/p>\n<\/p>\n

(d) a new subsection (g) shall be added thereto as follows: “(g) any failure
\nof the Seller Parties to remove, prior to the Closing, Arnold Stevens, Melina
\nStevens, or Franz Eiber, as authorized signatories on the bank accounts of the
\nSeller Foreign Subsidiaries and\/or Pipeline Seal U.K.; and”; and<\/p>\n<\/p>\n

(e) a new subsection (h) shall be added thereto as follows: “(h) any claim
\nrelating to the Malaysian JV that would have been estopped had the Seller
\nParties delivered a fully executed JV Estoppel Certificate for the Malaysian JV
\nat Closing as required pursuant to Section 1.10(a)(xiii)<\/strong>.”<\/p>\n<\/p>\n

2. Section 5.19 of the Initial Purchase Agreement shall be amended as
\nfollows:<\/p>\n<\/p>\n

(a) the heading to such section shall be deleted in its entirety and replaced
\nwith the following: “Malaysian JV and Japanese JV Certificates”; and<\/p>\n<\/p>\n

(b) The following shall be inserted at the end of such section: “In the event
\nthe Seller Parties are unable to obtain the certificate(s) evidencing all of
\nPSI153s Equity Interests in the Japanese JV as referenced in Section
\n1.10(a)(xvi)<\/strong> prior to the Closing, the Seller Parties shall either
\ndeliver such certificate(s) or take any actions reasonably required to confirm
\nthe transfer to the Singapore Buyer of title to such Equity Interests without
\nsuch certificate(s) within 45 days following the Closing. The Seller Parties
\nshall indemnify the Buyer and its Affiliates for any Damages relating to or
\narising from the failure to deliver such certificates at the Closing. If, as a
\nresult of the failure to deliver any such certificates at the Closing as
\ndescribed in this Section 5.19<\/strong>, title to the Equity Interests
\nevidenced by such certificates cannot be transferred at the Effective Time
\npursuant to applicable Law, the Seller Parties shall cooperate with the Buyer
\nEntities in a lawful and reasonable arrangement under which the Seller Parties
\nshall treat the Singapore Buyer as the beneficial owner of such Equity Interests
\nand, specifically, (i) PSI (with respect to the Equity Interests of the Japanese
\nJV) and GPP (with respect to the Equity Interests of the Malaysian JV), as
\napplicable, shall vote their Equity Interests in such Seller Foreign JVs
\npursuant to written instructions of the Singapore Buyer, and (ii) the Singapore
\nBuyer will be entitled to the economic claims, rights and benefits with respect
\nto the operation of the Malaysian JV or the Japanese JV, as the case may be,
\nduring the period from the Effective Time until such time as title to such
\nEquity Interests therein is transferred pursuant to applicable Law. The Seller
\nParties shall execute and deliver such additional documents as are reasonably
\nrequired by the Buyer to provide the Singapore Buyer with the rights relating to
\nthe Equity Interests set forth in the preceding sentence, including, without
\nlimitation, any power of attorney. In addition, the<\/p>\n<\/p>\n

\n

Seller Parties shall use commercially reasonable efforts to obtain and
\ndeliver to the Buyer a fully executed JV Estoppel Certificate for the Malaysian
\nJV within 10 days following the Closing.”<\/p>\n<\/p>\n

3. Schedule 1.2(a) to the Initial Purchase Agreement (Seller Excluded
\nContracts) shall be amended to add the following in proper sequential order at
\nthe end thereof: “5. The real property leases of PSI and TPI located in Houston,
\nTexas listed on Schedule 2.17.”<\/p>\n<\/p>\n

4. Section 9.5 of the Initial Purchase Agreement shall be amended to include
\nthe words “and Barham” after each instance therein of the phrases “Seller Party”
\nor “Seller Parties”.<\/p>\n<\/p>\n

5. Schedule 5.12(a) to the Initial Purchase Agreement (GPP Excluded Assets)
\nshall be amended to add the following at the end thereof: “Distribution
\nContract, dated as of January 1, 2004, between GPP and Artech Rubber BV.
\n[To be terminated as of the Closing]<\/strong>“; and Schedule
\n6.3(d) <\/strong>(Amended Contracts) to the Initial Purchase Agreement shall be
\namended by replacing in its entirety the text across from “1.” with “Omitted.”.\n<\/p>\n<\/p>\n

6. Subject to the terms and conditions herein, the Buyer Entities hereby
\nwaive the receipt of (a) the Seller Consents and the contract amendments set
\nforth on Schedule I <\/strong>attached hereto, (b) the Japanese JV
\nCertificate, (c) the Payoff Letters from each provider of services giving rise
\nto a Seller Transaction Expense (as required pursuant to Section
\n1.10(a)(xviii)(ii) of the Initial Purchase Agreement), and (d) the JV Estoppel
\nCertificate related to the Malaysian JV, as conditions to the consummation of
\nthe transactions contemplated by the Purchase Agreement.<\/p>\n<\/p>\n

7. Section 1.9(c) of the Initial Purchase Agreement shall be amended as
\nfollows:<\/p>\n<\/p>\n

(a) by deleting the text of Section 1.9(c)(ii)(w) and Section 1.9(c)(ii)(x)
\nin their entirety and deleting “(v)” in Section 1.9(c)(ii) and replacing it with
\n“(x)”;<\/p>\n<\/p>\n

(b) by deleting the text of Section 1.9(c)(iv) up to the semicolon at the end
\nthereof and replacing it with “Omitted”;<\/p>\n<\/p>\n

(c) by deleting the text of Section 1.9(c)(v) up to “; and” and replacing it
\nwith “Omitted”; and<\/p>\n<\/p>\n

(d) by deleting the last paragraph thereof in its entirety and replacing it
\nwith the following:<\/p>\n<\/p>\n

“The Seller Parties will deliver to the Buyer evidence of receipt of the
\nClosing Payment (including the amount of Closing Indebtedness) and payment of
\nthe Unpaid 2010 Bonuses and Commissions, in each case, reasonably satisfactory
\nto the Buyer. The Seller Parties shall pay the Change of Control Payments prior
\nto the Closing and shall pay the Seller Transaction Expenses as and when due.”\n<\/p>\n<\/p>\n

8. Section 1.16 of the Initial Purchase Agreement shall be amended as
\nfollows:<\/p>\n<\/p>\n

\n

(a) by deleting the text of Section 1.16(a) in its entirety and replacing it
\nwith the following:<\/p>\n<\/p>\n

“(a) Immediately prior to the Closing, the Seller Parties shall distribute,
\nor cause to be distributed, all cash from the bank accounts of the U.S. Sellers,
\nPipeline Seal U.K. and the Seller Foreign Subsidiaries (the “Seller
\nAccounts<\/u>“) in excess of the amount, if any, of (i) all Outstanding Checks
\nwritten from the Seller Accounts, plus<\/u> (ii) with respect to the Seller
\nAccounts of the Seller Foreign Subsidiaries and Pipeline Seal U.K., the amount
\nof payroll payable to employees of such Persons for the period up to and
\nincluding the Closing Date (the “Seller Foreign Payroll Amount<\/u>“). It is
\nthe intent of the parties that there will be enough cash left by the Seller
\nParties in the Seller Accounts as of the Effective Time sufficient to cover the
\namount of all Outstanding Checks and the Seller Foreign Payroll Amount. In the
\nevent there is insufficient cash left by the Seller Parties in the Seller
\nAccounts to cover the Outstanding Checks and the Seller Foreign Payroll Amount,
\nthe Seller Parties shall reimburse the Buyer for such insufficiency on a
\ndollar-for-dollar basis within 10 days of a written request therefor by the
\nBuyer. The Buyer shall pay to the Sellers153 Representative, for the benefit of
\nthe Seller Parties, an amount equal to the cash in the Seller Accounts as of the
\nEffective Time in excess of the aggregate amount of all Outstanding Checks and
\nthe Seller Foreign Payroll Amount, on a dollar-for-dollar basis, within 10 days
\nof receipt of a written request therefor by the Sellers153 Representative.”<\/p>\n<\/p>\n

(b) By adding a new Section 1.16(c) as follows:<\/p>\n<\/p>\n

“(c) The provisions of this Section 1.16(c)<\/strong> shall apply only
\nif the Closing occurs on February 11, 2011. The U.S. Sellers shall pay the
\nregular payroll for employees of the U.S. Sellers on the Closing Date (the
\n“Closing Date Payroll Payment<\/u>“), which payroll will cover (i) wages and
\nother amounts owed in the ordinary course to hourly employees of the U.S.
\nSellers for periods ended (and including) February 6, 2011, and (ii) wages and
\nother amounts owed in the ordinary course to salaried employees of the U.S.
\nSellers for the period ended (and including) February 15, 2011. On or before
\nFebruary 18, 2011, the U.S. Sellers will pay the regular payroll for hourly
\nemployees of the U.S. Sellers (which employees may become Transferred Employees
\nfollowing the Closing) covering wages and other amounts owed in the ordinary
\ncourse to such employees for the period commencing February 7, 2011 and ending
\non (and including) the Closing Date. The pro rata amount of the Closing Date
\nPayroll Payment attributable to ordinary course payroll for salaried employees
\nof the U.S. Sellers for the period commencing February 12, 2011 and ending on
\n(and including) February 15, 2011 (which amount shall not exceed $3000) shall be
\npaid by the Buyer to the Sellers153 Representative, on behalf of the Seller
\nParties, at such time following the Closing as the payments required pursuant to
\nSection 1.16(a)<\/strong> hereof are made (or if no such payments are
\nrequired, within 10 days following the Closing).<\/p>\n<\/p>\n

9. Section 5.7(c) of the Initial Purchase Agreement shall be amended by
\nadding “subject to Section 1.16(c),” after the phrase “Prior to the Closing,” in
\nthe first sentence thereof.<\/p>\n<\/p>\n

\n

10. Section 5.8(a) of the Initial Purchase Agreement shall be amended by
\nadding the following sentence at the end of such section: “Notwithstanding the
\nforegoing, if the Closing Date is not a previously scheduled payroll date for
\nthe Seller Foreign Subsidiaries and Pipeline Seal U.K., the Seller Parties may
\nelect to cause cash in the amount of the Seller Foreign Payroll Amount to remain
\nin the bank accounts of the Seller Foreign Subsidiaries and Pipeline Seal U.K.
\nin lieu of payment by such Persons of such amounts to their employees prior to
\nthe Closing pursuant to this Section 5.8(a)<\/strong>, in which case,
\nsuch Seller Foreign Subsidiaries and Pipeline Seal U.K. shall remit such amounts
\nto such employees on the next regularly scheduled payroll date following the
\nClosing.”<\/p>\n<\/p>\n

11. Section 1.8 of the Initial Purchase Agreement shall be amended by adding
\n“(Houston, Texas time)” immediately after “11:59 p.m.” as it occurs in the last
\nsentence thereof.<\/p>\n<\/p>\n

12. As expressly amended hereby, the Purchase Agreement shall continue in
\nfull force and effect in accordance with the provisions thereof on the date
\nhereof. As used in the Purchase Agreement, “hereinafter,” “hereto,” “hereof,”
\nand words of similar import shall, unless the context otherwise requires, mean
\nthe Purchase Agreement as amended by this Amendment.<\/p>\n<\/p>\n

13. This Amendment shall become effective upon its execution and mutual
\ndelivery by the parties hereto. This Amendment may be executed in counterparts,
\neach of which when so executed shall be deemed to be an original, and all such
\ncounterparts shall together constitute one and the same instrument.<\/p>\n<\/p>\n

14. The exchange of copies of this Amendment and of signature pages by
\nfacsimile transmission (whether directly from one facsimile device to another by
\nmeans of a dial-up connection or whether mediated by the worldwide web), by
\nelectronic mail in “portable document format” (“.pdf”) form, or by any other
\nelectronic means intended to preserve the original graphic and pictorial
\nappearance of a document, or by combination of such means, shall constitute
\neffective execution and delivery of this Amendment as to the parties and may be
\nused in lieu of the original Amendment for all purposes. Signatures of the
\nparties to this Amendment transmitted by facsimile shall be deemed to be their
\noriginal signatures for all purposes.<\/p>\n<\/p>\n

15. This Amendment shall be construed in accordance with the laws of the
\nState of Delaware without giving effect to principles of conflicts of laws.<\/p>\n<\/p>\n

(signatures on following page)<\/em><\/p>\n

\n

\n

IN WITNESS WHEREOF<\/strong>, the parties have executed this First
\nAmendment to Purchase Agreement as of the date first written above.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

THE BUYER, on behalf of itself and the buyer
\nentities:<\/strong><\/p>\n

CORROSION CONTROL CORPORATION<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Richard L. Magee<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

Richard L. Magee<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

Vice President<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
<\/td>\n\n

THE SELLERS153 REPRESENTATIVE, individually and on
\nbehalf of the seller parties:<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

\/s\/ David Nordeen<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

David Nordeen<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n
<\/td>\n\n

Solely with respect to the indemnification
\nobligations set forth with respect to the
\nundersigned in Section 7.1 of the Purchase
\nAgreement and to appoint the Sellers153
\nRepresentative as set forth in Section 4 of this
\nAmendment: <\/strong><\/p>\n

BARHAM INDUSTRIES CORP.<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ David Nordeen<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

Name:<\/p>\n<\/td>\n

\n

David Nordeen<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

Title:<\/p>\n<\/td>\n

\n

President<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n

Schedule I<\/strong><\/p>\n

\n

Seller Consents<\/u><\/strong><\/p>\n<\/p>\n\n\n\n\n
\n

1.<\/p>\n<\/td>\n

<\/td>\n\n

Agreement, dated as of May 1, 1989, between DSI Dieter Spezialisolierungen
\nGmbH and Secoher, S.A.<\/p>\n<\/td>\n<\/tr>\n

\n

2.<\/p>\n<\/td>\n

<\/td>\n\n

Vereinbarung, dated as of 17.11.1977, between DSI Dieter Spezialisolierungen
\nGmbH and P.J.B. Kleiss NV.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
\n

3.<\/p>\n<\/td>\n

<\/td>\n\n

Vereinbarung, dated as of October 17, 1984, between DSI Dieter
\nSpezialisolierungen GmbH and COBALCH Agents-Industrial Trading, as amended
\nthrough Letter from GPP dated January 2008.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Contract Amendments<\/u><\/strong>:<\/p>\n<\/p>\n\n\n\n
\n

1.<\/p>\n<\/td>\n

<\/td>\n\n

Letter Agreement dated as of April 5, 2007, between GPP and Canusa Systems
\nLimited.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7453],"corporate_contracts_industries":[9459],"corporate_contracts_types":[9623,9622],"class_list":["post-43511","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-enpro-industries-inc","corporate_contracts_industries-manufacturing__rubber","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\/43511","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=43511"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43511"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43511"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43511"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}