{"id":43692,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-purchase-agreement-manheim-auctions-inc-and-adt-general.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-purchase-agreement-manheim-auctions-inc-and-adt-general","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/stock-purchase-agreement-manheim-auctions-inc-and-adt-general.html","title":{"rendered":"Stock Purchase Agreement &#8211; Manheim Auctions Inc. and ADT General Holdings Inc."},"content":{"rendered":"<pre>                            STOCK PURCHASE AGREEMENT\n\n                                 BY AND BETWEEN\n\n                             MANHEIM AUCTIONS, INC.\n\n                                       AND\n\n                           ADT GENERAL HOLDINGS, INC.\n\n                                   DATED AS OF\n\n                                JANUARY 13, 2000\n\n\n\n\n\n\n\n                                TABLE OF CONTENTS\n\n                                                                            PAGE\n\n\n\n1.    DEFINITIONS............................................................1\n\n2.    COVENANTS AND UNDERTAKINGS.............................................1\n\n      2.1   Purchase and Sale of Shares......................................1\n\n      2.2   Purchase Price...................................................2\n\n      2.3   Discharge of Debt and Other Obligations..........................4\n\n      2.4   Cooperation......................................................4\n\n      2.5   Consents and Approvals...........................................5\n\n      2.6   Non-Competition Agreement........................................6\n\n      2.7   Resignations.....................................................6\n\n      2.8   Tax Matters......................................................6\n\n      2.9   Employee Plans and Compensation Arrangements....................12\n\n      2.10  Conduct of Parties Prior to the Closing.........................16\n\n      2.11  Brokers.........................................................18\n\n      2.12  Publicity.......................................................18\n\n      2.13  No Shop.........................................................19\n\n      2.14  Redemption or Repurchase of Preferred Stock.....................19\n\n      2.15  Access to Books and Records.....................................19\n\n      2.16  Confidentiality.................................................20\n\n      2.17  Certain Post-Closing Environmental Procedures...................20\n\n      2.18  Certain Intellectual Property Matters...........................22\n\n      2.19  Insurance Claims................................................23\n\n3.    REPRESENTATIONS AND WARRANTIES OF SELLER..............................23\n\n      3.1   Organization, Standing and Foreign Qualification................23\n\n      3.2   Authority and Status............................................23\n\n      3.3   Capitalization..................................................24\n\n      3.4   Absence of Equity Investments...................................24\n\n      3.5   Liabilities and Obligations of the Company Entities.............25\n\n      3.6   Tax Matters.....................................................25\n\n      3.7   Personal Property...............................................26\n\n      3.8   Bank Accounts...................................................26\n\n                                       -i-\n\n\n\n                               TABLE OF CONTENTS\n                                  (CONTINUED)\n\n                                                                            PAGE\n\n      3.9   Consents and Approvals; Noncontravention........................27\n\n      3.10  Absence of Changes..............................................27\n\n      3.11  Litigation......................................................28\n\n      3.12  Licenses and Permits; Compliance With Law.......................28\n\n      3.13  Real Property...................................................29\n\n      3.14  Environmental Matters...........................................30\n\n      3.15  Contracts, Etc..................................................31\n\n      3.16  Patents, Trademarks, Trade Names, Etc...........................31\n\n      3.17  Labor Matters and Employee Relations............................31\n\n      3.18  Benefit Plans...................................................33\n\n      3.19  Title to Assets.................................................36\n\n      3.20  Accounts Receivable.............................................36\n\n      3.21  Insurance.......................................................36\n\n      3.22  Guaranties......................................................36\n\n      3.23  Full Disclosure.................................................37\n\n4.    REPRESENTATIONS AND WARRANTIES OF PURCHASER...........................37\n\n      4.1   Organization and Standing.......................................37\n\n      4.2   Authority and Status............................................37\n\n      4.3   Consents and Approvals; Noncontravention........................37\n\n      4.4   Purchase for Investment.........................................38\n\n      4.5   Inspections; No Other Representations...........................38\n\n      4.6   Availability of Funds...........................................38\n\n5.    CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER......................38\n\n      5.1   Representations True at Closing.................................39\n\n      5.2   Covenants.......................................................39\n\n      5.3   No Material Adverse Change......................................39\n\n      5.4   Officer's Certificate...........................................39\n\n      5.5   Consents and Waivers............................................39\n\n      5.6   Regulatory Approvals............................................39\n\n      5.7   Judgment........................................................40\n\n                                      -ii-\n\n\n\n                               TABLE OF CONTENTS\n                                  (CONTINUED)\n\n                                                                            PAGE\n\n      5.8   Redemption or Repurchase of Preferred Stock.....................40\n\n      5.9   Deliveries......................................................40\n\n6.    CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER.........................40\n\n      6.1   Representations True at Closing.................................40\n\n      6.2   Covenants.......................................................40\n\n      6.3   Officers' Certificate...........................................41\n\n      6.4   Regulatory Approvals............................................41\n\n      6.5   Judgment........................................................41\n\n      6.6   Deliveries......................................................41\n\n7.    CLOSING...............................................................41\n\n      7.1   Time and Place of Closing.......................................41\n\n      7.2   Transactions at Closing.........................................42\n\n8.    SURVIVAL OF REPRESENTATIONS AND WARRANTIES AND INDEMNIFICATION........44\n\n      8.1   Survival of Representations and Warranties of Seller............44\n\n      8.2   Survival of Representations and Warranties of Purchaser.........45\n\n      8.3   Assertion of Indemnification Claims.............................45\n\n      8.4   Certain Limitations on Obligation to Indemnify..................46\n\n9.    TERMINATION...........................................................47\n\n      9.1   Agreement between Seller and Purchaser..........................47\n\n      9.2   Termination by Seller...........................................47\n\n      9.3   Termination by Purchaser........................................48\n\n      9.4   Effect of Termination...........................................48\n\n      9.5   Attorneys' Fees.................................................49\n\n      9.6   Exclusivity.....................................................49\n\n10.   GENERAL PROVISIONS....................................................49\n\n      10.1  Notices.........................................................49\n\n      10.2  Further Assurances..............................................50\n\n      10.3  Waiver..........................................................50\n\n      10.4  Expenses........................................................51\n\n                                     -iii-\n\n\n\n                               TABLE OF CONTENTS\n                                  (CONTINUED)\n\n                                                                            PAGE\n      10.5  Assignment......................................................51\n\n      10.6  Headings........................................................51\n\n      10.7  Entire Agreement; Amendment.....................................51\n\n      10.8  Counterparts....................................................51\n\n      10.9  Pronouns and Number.............................................51\n\n      10.10 Schedules and Exhibits Incorporated.............................52\n\n      10.11 Disclosure Schedules............................................52\n\n      10.12 Severability....................................................52\n\n      10.13 Governing Law...................................................52\n\n      10.14 Jurisdiction....................................................52\n\n      10.15 Third-Party Beneficiaries.......................................53\n\n      10.16 Waiver of Jury Trial............................................53\n\n\n                                      -iv-\n\n\n\n                                    EXHIBITS\n\n\nExhibit A   List of Subsidiaries and Auctions\n\nExhibit B   Definitions\n\nExhibit C   Form of Closing Report\n\nExhibit D   Form of Adjustment Escrow Agreement\n\nExhibit E   Form of Non-Competition Agreement\n\nExhibit F   Form of ADT License Agreement\n\nExhibit G   Form of Opinion of Counsel for Seller, Parent and U.S. Parent\n\nExhibit H   Form of Opinion of Counsel for Purchaser\n\n\n\n\n\n\n\n                                    SCHEDULES\n\nSchedule 2.2.2(a) Excluded Current Assets and Current Liabilities\n\nSchedule 2.2.2.2  Certain Capital Expenditures\n\nSchedule 2.3      Debt and Other Obligations to be Discharged\n\nSchedule 2.8      Responsibility for Returns\n\nSchedule 2.9.5    Severance Benefits\n\nSchedule 3.1      Jurisdiction of Organization, Subsidiaries and\n                  Qualifications\n\nSchedule 3.3.1    Capitalization of Company Entities\n\nSchedule 3.4      Investment Interests\n\nSchedule 3.5.1    Financial Statements\n\nSchedule 3.5.2    Liabilities\n\nSchedule 3.5.3    Default\n\nSchedule 3.6      Tax Matters\n\nSchedule 3.8      Bank Accounts\n\nSchedule 3.9      Consents and Noncontravention\n\nSchedule 3.10     Changes and Events\n\nSchedule 3.11     Litigation\n\nSchedule 3.12     Licenses and Permits; Compliance with Law\n\nSchedule 3.13     Real Property\n\nSchedule 3.14     Environmental Matters\n\nSchedule 3.15     Material Contracts\n\nSchedule 3.16     Patents, Trademarks, Trade Names, Etc.\n\nSchedule 3.17     Employees; Labor Matters\n\n\n\nSchedule 3.18     Benefit Plans\n\nSchedule 3.19     Title to Assets\n\nSchedule 3.21     Insurance Policies\n\nSchedule 3.22     Guaranties\n\nSchedule 4.3      Consents and Noncontravention\n\nSchedule 5.6      Certain Regulatory Approvals\n\n\n\n\n\n\n\n                            STOCK PURCHASE AGREEMENT\n\n\n         THIS STOCK PURCHASE AGREEMENT (this \"AGREEMENT\"), made as of this 13th\nday of January 2000, by and between MANHEIM AUCTIONS, INC., a Delaware\ncorporation (\"PURCHASER\"), and ADT GENERAL HOLDINGS, INC., a Delaware\ncorporation (\"SELLER\"),\n\n                              W I T N E S S E T H:\n                              - - - - - - - - - -\n\n         WHEREAS, ADT Automotive Holdings, Inc., a Delaware corporation (the\n\"ACQUIRED COMPANY\"), directly and\/or through the subsidiaries listed on EXHIBIT\nA attached hereto (which, together with the Acquired Company, are referred to\nherein as the \"COMPANY ENTITIES\") owns and operates 28 automobile auction\nfacilities listed on EXHIBIT A, together with certain ancillary businesses,\nincluding vehicle transport, reconditioning and title services, and related\nassets, including patents, intellectual property and technology;\n\n         WHEREAS, the parties hereto desire to enter into this Agreement\npursuant to which Purchaser will purchase from Seller all of the issued and\noutstanding shares of capital stock of the Acquired Company (the \"SHARES\") upon\nthe terms and subject to the conditions set forth herein; and\n\n         WHEREAS, pursuant to that certain Guaranty, dated of even date herewith\n(the \"GUARANTY\"), among Purchaser, Tyco International Ltd., a Bermuda\ncorporation (\"PARENT\"), and Tyco International (U.S.) Inc., a Delaware\ncorporation (\"U.S. PARENT\"), Parent and U.S. Parent have guaranteed the\nperformance of Seller's obligations hereunder;\n\n         NOW, THEREFORE, in consideration of the premises and the mutual\npromises, representations, warranties and covenants hereinafter set forth, the\nparties hereto agree as follows:\n\n1. DEFINITIONS. Unless otherwise stated in this Agreement, certain terms used\nherein shall have the meanings set forth in EXHIBIT B attached hereto. \n\n2.       COVENANTS AND UNDERTAKINGS.\n         --------------------------\n\n         2.1 PURCHASE AND SALE OF SHARES. Subject to the terms and conditions\nhereinafter set forth, Seller shall, at Closing, sell, assign, transfer, convey\nand deliver to Purchaser the Shares, free and clear of all Encumbrances. Such\nsale, assignment, transfer, conveyance and delivery shall be evidenced by a\nshare certificate duly endorsed in blank or by instruments of transfer\nreasonably satisfactory in form and substance to Purchaser and its counsel.\n\n\n\n         2.2 Purchase Price.\n             --------------\n\n             2.2.1 Subject to the adjustments to be made in accordance with the\nprovisions set forth in this Section 2.2, in consideration of the sale,\nassignment, transfer, conveyance and delivery of the Shares and in reliance upon\nthe representations and warranties made herein by Seller, Purchaser, in full\npayment for the Shares, the Non-Competition Agreement and the royalties under\nthe ADT License Agreement, shall pay to Seller by wire transfer at Closing, the\naggregate amount of One Billion Dollars ($1,000,000,000) (the \"PURCHASE PRICE\").\nThe parties agree that the Purchase Price shall be paid as follows:\n\n                  2.2.1.1 Fifty Million Dollars ($50,000,000) shall be paid to\nLicensor in full payment for the royalties under the ADT License Agreement; and\n\n                  2.2.1.2 the balance of the Purchase Price after the payment\nset forth in Section 2.2.1.1 shall be paid to Seller in full payment for the\nShares and to Seller and U.S. Parent in full payment for the Non-Competition\nAgreement.\n\n             2.2.2 Adjustments to Purchase Price.\n                   -----------------------------\n\n                   2.2.2.1 The Purchase Price shall be (i) increased by\nthe amount by which the Working Capital (as defined below) as of the Adjustment\nTime exceeds the Target Working Capital (as defined below) or (ii) decreased by\nthe amount by which the Working Capital as of the Adjustment Time is less than\nthe Target Working Capital. \"WORKING CAPITAL\" as of any date shall mean, on a\nconsolidated basis, current assets less current liabilities of the Company\nEntities as defined below. \"TARGET WORKING CAPITAL\" shall mean Forty-Two Million\nFour Hundred Thousand Dollars ($42,400,000). Current assets shall include cash\nand cash equivalents, accounts receivable, notes receivable, prepaid expenses,\nfederal and state income tax receivables that are Booked Taxes and other current\nassets consistently reported in accordance with the Financial Statements and in\neach case in accordance with GAAP (except as otherwise set forth on SCHEDULE\n2.2.2(a)). Current liabilities shall include accounts payable, accrued expenses,\nBooked Taxes and unearned income consistently reported in accordance with the\nFinancial Statements and in each case in accordance with GAAP (except as\notherwise set forth on SCHEDULE 2.2.2(a)). Any adjustments to the Purchase Price\nshall be an adjustment to the portion of the Purchase Price paid to Seller for\nthe Shares.\n\n                   2.2.2.2 The Purchase Price shall be increased by the amount\nof the capital expenditures that are set forth on SCHEDULE 2.2.2.2, subject to\nthe limitations that are set forth on SCHEDULE 2.2.2.2, made by or on behalf of\nthe Company Entities between the date hereof and the Closing Date.\n\n             2.2.3    Determination of Adjusted Purchase Price.\n                      ----------------------------------------\n\n                      2.2.3.1 At least seven business days prior to the Closing,\nSeller will deliver to Purchaser a report substantially in the form of EXHIBIT C\nattached hereto (the\n\n                                       2\n\n\n\n \"PRELIMINARY REPORT\"), certified as to completeness and accuracy by Seller,\nshowing in detail the preliminary determination of the adjustments referred to\nin this Section 2.2, which are calculated in accordance with this Section 2.2 as\nof the Adjustment Time (or as of any other date(s) to which the parties agree),\ntogether with any documents substantiating the determination of the adjustments\nto the Purchase Price proposed in the Preliminary Report. The parties shall\nnegotiate in good faith to resolve any dispute and to reach an agreement prior\nto the Closing Date on such preliminary adjustments to the Purchase Price as of\nthe Closing Date. The adjustments shown in the Preliminary Report, as adjusted\nby agreement of the parties, will be reflected as an adjustment to the Purchase\nPrice payable at the Closing; provided that Purchaser has not given notice to\nSeller that, in Purchaser's reasonable opinion, the proposed adjustments are\nmaterially incorrect. If Purchaser gives Seller notice that in its reasonable\nopinion the proposed adjustments are materially incorrect, and if the parties\nhave not been able to resolve the matter prior to the Closing Date, any disputed\namounts shall be paid by the party to be charged with a disputed adjustment into\nescrow and shall be held by an escrow agent (which shall be a commercial bank\nselected by Purchaser and reasonably acceptable to Seller) in accordance with an\nescrow agreement, substantially in the form of EXHIBIT D attached hereto, until\nthe adjustments are finally determined pursuant to Section 2.2.3.2, at which\ntime Seller and Purchaser shall deliver a joint written notice to such escrow\nagent setting forth appropriate instructions as to the disposition from escrow\nof such disputed amounts deposited thereunder.\n\n                   2.2.3.2 Within 90 days after the Closing Date, Purchaser \nshall deliver to Seller a report (the \"FINAL REPORT\"), certified as to\ncompleteness and accuracy by Purchaser, showing in detail the final\ndetermination of any adjustments which were not calculated as of the Closing\nDate and containing any corrections to the Preliminary Report, together with any\ndocuments substantiating the final calculation of the adjustments proposed in\nthe Final Report. If Seller shall conclude that the Final Report does not\naccurately reflect the adjustments to be made to the Purchase Price in\naccordance with this Section 2.2, Seller shall, within 30 days after its receipt\nof the Final Report, provide to Purchaser its written statement of any\ndiscrepancies believed to exist. Purchaser and Seller shall use good faith\nefforts to jointly resolve the discrepancies within 30 days of Purchaser's\nreceipt of Seller's written statement of discrepancies, which resolution, if\nachieved, shall be binding upon all parties to this Agreement and not subject to\ndispute or judicial review. If Purchaser and Seller cannot resolve the\ndiscrepancies to their mutual satisfaction within such 30-day period, Purchaser\nand Seller shall, within the following ten days, jointly designate a national\nindependent public accounting firm to be retained to review the Final Report\ntogether with Seller's discrepancy statement and any other relevant documents.\nThe parties agree that the foregoing independent public accounting firm shall\nnot be one that is, or within two years prior to the Closing Date has been,\nregularly engaged by Purchaser or Seller. Such firm shall report its conclusions\nas to adjustments pursuant to this Section 2.2, which shall be conclusive on all\nparties to this Agreement and not subject to dispute or judicial review. If\nPurchaser or Seller is determined to owe an amount to the other, the appropriate\nparty shall pay such amount thereof to the other, within three business days\nafter receipt of such determination. The cost of retaining such independent\npublic accounting firm shall be borne (i) by the party whose amounts, on\nPurchaser's Final Report or Seller's written statement of any discrepancies\n\n                                       3\n\n\n\nthereto, were further from the determination of the conclusion of the\nindependent public accounting firm as to the adjustments pursuant to this\nSection 2.2, or (ii) equally by the parties in the event that such conclusion is\nequidistant between the amounts on Purchaser's Final Report and Seller's written\nstatement of any discrepancies thereto. Purchaser shall provide Seller with\nreasonable access to all records that Purchaser has in its possession that are\nnecessary for Seller to review the Final Report.\n\n         2.3      Discharge of Debt and Other Obligations.\n                  ---------------------------------------\n\n                  2.3.1 On or before the Closing Date, Seller shall cause the\nCompany Entities to cause to be paid, discharged in full or otherwise satisfied\nand released, and shall deliver satisfactory releases, and terminations of any\nsecurity interest held in respect of, or other evidence thereof reasonably\nsatisfactory to Purchaser, (i) all Indebtedness of the Company Entities; (ii)\nunpaid consulting or non-competition fees or additional payments due in\nconnection with any acquisitions or other similar obligations of the Company\nEntities, if any; (iii) any debt or liabilities or any other inter-company\narrangement owed by any of the Company Entities to Seller or any Affiliate of\nSeller (other than a Company Entity); and (iv) any long-term obligations\n(including any guaranties or similar obligations) of the Company Entities\nwhether or not directly related to the operations of the Auctions owned by such\nentities other than obligations under the Material Licenses or agreements,\nleases, contracts or other instruments which have been disclosed under this\nAgreement or which otherwise are not required to be disclosed hereunder. All\ndocuments evidencing obligations under subsections (i), (ii) and (iv) of this\nSection 2.3.1 are listed on SCHEDULE 2.3 attached hereto.\n\n                  2.3.2 On or before the Closing Date, Seller shall also cause\nany Affiliate of Seller (other than a Company Entity) to cause to be paid,\ndischarged in full or otherwise satisfied and released, and shall deliver\nevidence thereof reasonably satisfactory to Purchaser, any inter-company debt or\nliabilities owed by any of such Affiliates to any of the Company Entities (A)\nwithout any residual or continuing obligation or liability on the part of any of\nthe Company Entities, (B) which action shall not result in any equity of any of\nthe Company Entities being issued to an entity that is not in the Selling Group,\nand (C) so that immediately prior to Closing, all of the issued and outstanding\ncapital stock of the Acquired Company shall be held by Seller.\n\n                  2.3.3 On or before the Closing Date, Seller shall cause the\nAcquired Company to distribute to Seller or otherwise dispose of the 10,000\nshares of 7.25% preferred stock, par value $10,000 per share, of ADT Security\nServices, Inc. held by the Acquired Company without any residual or continuing\nobligation or liability on the part of any of Company Entities.\n\n         2.4 Cooperation. Purchaser and Seller shall cooperate fully with each\nother and their respective counsel and accountants in connection with any\nactions required to be taken as a part of their respective obligations under\nthis Agreement, and Purchaser and Seller shall execute such other documents as\nmay be necessary and desirable to the implementation and consummation of \n\n                                       4\n\n\n\nthis Agreement and otherwise use their commercially reasonable efforts to\nconsummate the transactions contemplated hereby and to fulfill their obligations\nhereunder.\n\n         2.5      Consents and Approvals. \n                  ----------------------\n\n                  2.5.1 Subject to the last sentence of this Section 2.5.1,\nPurchaser and Seller agree to use commercially reasonable efforts and to take\nany and all commercially reasonable actions necessary to obtain the written\nwaiver, consent and approval of all Persons whose waiver, consent or approval is\nrequired (i) in order to consummate the transactions contemplated by this\nAgreement, or (ii) by any agreement, lease, instrument, arrangement, judgment,\nwrit, decree, order or license to which any of the Company Entities is a party\nor subject on the Closing Date and which would prohibit, or require the waiver,\nconsent or approval of any Person to such transactions or under which, without\nsuch waiver, consent or approval, the consummation of such transactions would\nconstitute an occurrence of default under the provisions thereof, result in the\nacceleration of any obligation thereunder or result in the creation or\nimposition of any Encumbrance upon the Shares or any property or asset of the\nCompany Entities or give rise to a right of any party thereto to terminate its\nobligations thereunder. Notwithstanding anything to the contrary contained in\nthis Agreement (including obligations to act commercially reasonably), Purchaser\nshall not be required to accept or honor (nor shall any of the Company Entities\nbe permitted to accept or honor except with Purchaser's prior written consent)\nany conditions, changes, modifications or additions to, or in connection with,\nany contracts, agreements, licenses, permits or other authorizations of any\nCompany Entity that may be imposed or required by the party from whom consent or\napproval is sought under this Agreement or in connection with the transactions\ncontemplated hereby, other than those of an immaterial or ministerial nature.\n\n                  2.5.2 Purchaser and Seller shall within ten business days\nafter the date hereof file or cause to be filed all necessary Notification and\nReport Forms (the \"HSR REPORTS\") mandated by the HSR Act and the HSR Rules to be\nfiled by them or by any other Person as a result of the transactions\ncontemplated by this Agreement and coordinate the concurrent filing of such HSR\nReports with the Federal Trade Commission (the \"FTC\") and the Department of\nJustice (the \"DOJ\"). The parties shall use best efforts to respond, or to cause\nsuch other Persons to respond, as promptly as reasonably practicable to any\ninquiries received from the FTC or the DOJ for additional information or\ndocumentation, including, without limitation, a \"second request\" for information\nfrom the FTC or the DOJ, and to respond, or to cause such other Persons to\nrespond, as promptly as reasonably practicable to all inquiries and requests\nreceived from any other Governmental Authority in connection with antitrust\nmatters. The parties shall use their respective best efforts to overcome any\nobjections that may be raised by the FTC or the DOJ or any other Governmental\nAuthority having jurisdiction over antitrust matters. Notwithstanding anything\nto the contrary in this Agreement, Purchaser shall not be required to agree to\nany prohibition, limitation or other requirement that would (i) prohibit or\nlimit the ownership or operation by Purchaser or any of its Affiliates of any\nportion of the business, operations or assets of Purchaser or any of its\nAffiliates, (ii) compel Purchaser or any of its \n\n\n                                       5\n\n\n\nAffiliates to dispose of or hold separate any portion of the business,\noperations or assets of Purchaser or any of its Affiliates, (iii) impose\nlimitations (other than routine reporting requirements) on the ability of\nPurchaser to acquire or hold, or exercise full rights of ownership of, any\nshares of capital stock of any of the Company Entities, including the right to\nvote such capital stock on all matters properly presented to the applicable\nshareholders, or (iv) prohibit Purchaser or any of its Affiliates from\neffectively controlling in any respect the business or operations of Purchaser\nor any of its Affiliates.\n\n         2.6      Non-competition Agreement. Seller, U.S. Parent and Purchaser\nshall enter into the Non-Competition Agreement at Closing.\n\n         2.7      Resignations. At Closing, Seller shall cause to be delivered\nto Purchaser the resignation of each of the directors and officers of each of\nthe Company Entities, which resignations shall be effective immediately\nsubsequent to Closing.\n\n         2.8      Tax Matters.\n                  -----------\n\n                  2.8.1 \"BOOKED TAXES\" means Taxes of each Company Entity\npayable with respect to a Straddle Period (as defined in Section 2.8.2.1 below)\nthat are reflected on the Final Report as current assets or current liabilities\nwith respect to such Taxes and that are taken into account in computing the\nadjustment to the Purchase Price under Section 2.2 hereof.\n\n                  2.8.2 Taxes of each Company Entity with respect to the period\nending on (and including) the Closing Date, other than Booked Taxes, shall be\nthe responsibility of Seller. Taxes of each Company Entity with respect to the\nperiod after the Closing Date shall be the responsibility of Purchaser.\n\n                           2.8.2.1 Seller agrees to pay and, notwithstanding any\ndisclosure of potential tax liabilities made by Seller or the Company Entities,\nto indemnify, reimburse and hold harmless Purchaser and the Company Entities and\ntheir respective successors, and their respective officers, directors,\nemployees, agents and representatives, from and against any and all Taxes of the\nCompany Entities payable with respect to, and any and all claims, liabilities,\nlosses, damages, costs and expenses (including, without limitation, court costs\nand reasonable professional fees incurred in the investigation, defense or\nsettlement of any claims covered by this indemnity) (herein referred to as\n\"INDEMNIFIABLE TAX DAMAGES\"), arising out of or in any manner incident, relating\nor attributable to Taxes of the Company Entities payable with respect to, or Tax\nReturns required to be filed by the Company Entities under Section 2.8.7 with\nrespect to, (i) any taxable year (or other applicable reporting period) (a\n\"REPORTING PERIOD\") of the Company Entities ending on or before the Closing\nDate, and (ii) any Reporting Period of the Company Entities that begins before\nthe Closing Date and that ends after the Closing Date (a \"STRADDLE PERIOD\"),\nwhether such Taxes are imposed directly on the Company Entities or as a result\nof including the Company Entities in consolidated or combined returns filed by\nthe affiliated group of which the Company Entities are members (the \"SELLER\nCONSOLIDATED \n\n\n                                       6\n\n\n\nGROUP\"), except that with respect to any Straddle Period, Seller shall be\nresponsible for the payment of such Taxes only to the extent that they exceed\nBooked Taxes. Seller shall be entitled to any credits or refunds of Taxes of the\nCompany Entities payable with respect to any Reporting Period of the Company\nEntities ending on or before the Closing Date. Purchaser shall cause the amount\nof any credits or refunds of Taxes to which Seller is entitled under this\nSection 2.8, but which are received by or credited to the Company Entities after\nthe Closing Date, to be paid to Seller within ten business days following such\nreceipt or crediting; provided that Seller shall reimburse the Company Entities\nto the extent of any required subsequent repayment of, or reduction in, the\namount of such credits or refunds of Taxes so received or credited.\n\n                           2.8.2.2 In accordance with Code Section 1442 and the\nTreasury Regulations promulgated thereunder, Purchaser shall withhold from the\npayment to Licensor set forth in Section 2.2.1.1 hereof, and pay-over to the\nU.S. Treasury, a U.S. federal withholding tax in an amount equal to 30% of the\ngross amount of such payment, or such other withholding percentage rate\nreflected on a properly completed and duly executed original I.R.S. Form W-8BEN\n(or other appropriate form) delivered to Purchaser at Closing pursuant to\nSection 7.2.1 of this Agreement. Seller shall also indemnify and hold harmless\nPurchaser and the Company Entities from and against any and all Taxes of Seller\nand members of the Seller Consolidated Group other than the Company Entities for\nany and all periods, whether before or after the Closing Date, and from and\nagainst any and all Indemnifiable Tax Damages arising out of or in any manner\nincident, relating or attributable to such Taxes or to Tax Returns filed or\nrequired to be filed by Seller and members of the Seller Consolidated Group\nother than the Company Entities (including Taxes and Indemnifiable Tax Damages\narising from any and all of Purchaser's U.S. federal withholding tax obligations\nwith respect to payments made by Purchaser in accordance with this Agreement,\nthe ADT License Agreement and the Non-Competition Agreement, but not including\nTaxes and Indemnifiable Tax Damages arising from Purchaser's failure to pay over\nto the U.S. Treasury U.S. federal withholding tax as required by this Section\n2.8.2.2).\n\n                           2.8.2.3 Purchaser agrees to pay and to indemnify,\nreimburse and hold harmless Seller (and other members of the Seller Consolidated\nGroup) and their successors, and their officers, directors, employees, agents\nand representatives, from and against (i) any and all Booked Taxes and (ii) any\nand all Taxes of the Company Entities payable with respect to, and any and all\nIndemnifiable Tax Damages, arising out of or in any manner incident, relating or\nattributable to Taxes of the Company Entities payable with respect to, or Tax\nReturns required to be filed by the Company Entities with respect to, (A) any\nReporting Period of the Company Entities beginning after the Closing Date and\n(B) any Reporting Period that includes the Closing Date but only for that\nportion of such period commencing the day after the Closing Date, whether such\nTaxes are imposed directly on the Company Entities or as a result of including\nthe Company Entities in consolidated or combined returns filed by any\nconsolidated group of which the Company Entities are members.\n\n                                       7\n\n\n\n                  2.8.3 Any tax sharing agreement, practice or other similar\narrangement between the Company Entities and other members of the Seller\nConsolidated Group shall be terminated as of the Closing Date.\n\n                  2.8.4 The Tax liabilities for each Straddle Period for the\nCompany Entities shall be determined by closing the books and records of the\nAcquired Company as of the Closing Date, by treating each such Straddle Period\nas if it were a separate Reporting Period and by employing accounting methods\nwhich are consistent with those employed in preparing the Tax Returns for the\nCompany Entities in prior Reporting Periods and which do not have the effect of\ndistorting income or expenses (taking into account the transactions contemplated\nby this Agreement), except that Taxes based on items other than income or sales\nshall be computed for the Reporting Period beginning on the first day of the\napplicable Straddle Period and prorated on a time basis between the Straddle\nPeriod and the period beginning on the first day after the Closing Date and\nending on the last day of the Reporting Period which includes the Closing Date;\nprovided that with respect to any Tax which is not in effect during the entire\nStraddle Period, the proration of such Tax shall be based on the period during\nthe Straddle Period that such Tax was in effect.\n\n                  2.8.5 Except as shown on SCHEDULE 2.8, Seller shall be\nresponsible for preparing and filing on behalf of the Company Entities all Tax\nReturns for Reporting Periods of the Company Entities ending on or before the\nClosing Date, including Tax Returns of the Company Entities for such periods\nwhich are due after the Closing Date, and Seller shall be responsible for the\ncontents of such returns; provided, however, that Seller shall furnish Purchaser\nand the Company Entities with copies of such returns of the Company Entities, on\na separate company basis, within 30 days following the filing date. Purchaser\nshall be responsible for preparing and filing on behalf of the Company Entities\nall Tax Returns for Reporting Periods of the Company Entities ending after the\nClosing Date (including for Reporting Periods beginning before and ending after\nthe Closing Date).\n\n                  2.8.6    Section 338(h)(10) Election. \n                           ---------------------------\n\n                           2.8.6.1 Seller represents and warrants to Purchaser,\nwith respect to its most recently filed federal income tax return, that (i) ADT\nHoldings, Inc. has filed or has caused to be filed a consolidated federal income\ntax return on the basis that ADT Holdings, Inc. is the parent corporation of an\naffiliated group of corporations pursuant to Code Section 1501 (the \"SELLING\nGROUP\"), (ii) each of the Company Entities was included as a member of the\nSelling Group on such recently filed tax return, and (iii) the Selling Group has\nnot elected to discontinue the filing of consolidated federal income tax returns\npursuant to Code Section 1501.\n\n                           2.8.6.2 The Selling Group shall make timely and\nirrevocable elections under Section 338(h)(10) of the Code and, if permissible,\nsimilar elections under any applicable state or local income tax laws with\nrespect to the Company Entities (the \"SECTION 338(h)(10) ELECTIONS\"), and Seller\nshall cause the Selling Group to join with Purchaser in making the \n\n                                       8\n\n\n\nSection 338(h)(10) Elections. Seller and Purchaser shall report the transactions\ncontemplated by this Agreement consistent with such Section 338(h)(10) Elections\nand shall take no position contrary thereto, unless otherwise required by a\ndetermination within the meaning of Section 1313 of the Code (or similar\nprovision of state or local law). Seller shall pay to the applicable taxing\nauthority any Tax attributable to the Section 338(h)(10) Elections.\n\n                           2.8.6.3 Seller and Purchaser agree to allocate the\nmodified Aggregate Deemed Sale Price (as defined under applicable Treasury\nRegulations) among the assets of the Company Entities in accordance with the\nagreement of Seller and Purchaser reached within the earlier of 30 days after\nthe determination of the final Purchase Price pursuant to Section 2.2.3 of this\nAgreement or 100 days following the Closing (the \"AGREEMENT PERIOD\"); provided,\nhowever, that if Seller and Purchaser do not reach such an agreement within such\nAgreement Period, such allocation shall be determined by either of the following\nmethods selected by Seller in its sole discretion within 3 business days\nfollowing the expiration of the Agreement Period: (1) such allocation shall be\nin accordance with the appraisal of Bond &amp; Pecaro, the fees and expenses of\nwhich shall be paid by Purchaser, or (2) such allocation shall be in accordance\nwith the appraisal obtained through the following process: (i) Seller shall\nselect an appraiser (the fees and expenses of which shall be paid by Seller),\n(ii) Purchaser shall select an appraiser (the fees and expenses of which shall\nbe paid by Purchaser), (iii) the two aforesaid appraisers shall select a third\nappraiser experienced in appraising auto auctions, (iv) such allocation shall be\nin accordance with the appraisal of such third appraiser, and (v) the fees and\nexpenses of such third appraiser shall be paid one-half by Purchaser and\none-half by Seller. If Seller fails to timely select either method (1) or (2),\nthen such allocation shall be determined by method (1). Seller and Purchaser\nshall reflect such allocation in all applicable Tax Returns filed by any of\nthem. Neither Seller nor Purchaser shall take a position before any Taxing\nAuthority or otherwise (including in any Tax Return) inconsistent with such\nallocation, unless otherwise required by a determination within the meaning of\nSection 1313 of the Code (or similar provision of state or local law).\n\n                  2.8.7    Cooperation On Tax Matters.\n                           --------------------------\n\n                           2.8.7.1 Seller and Purchaser shall cooperate fully,\nas and to the extent reasonably requested by the other party, in connection with\nthe filing of Tax Returns pursuant to this Section 2.8 and any audit, litigation\nor other proceeding with respect to Taxes. Such cooperation shall include the\nretention and (upon the other party's request) the provision of records and\ninformation which are reasonably relevant to any such Tax Return, audit,\nlitigation or other proceeding and making employees available on a mutually\nconvenient basis to provide additional information and explanation of any\nmaterial provided hereunder. Seller and Purchaser agree (i) to retain all books\nand records with respect to Tax matters pertinent to the Company Entities\nrelating to any taxable period beginning before the Closing Date until the\nexpiration of the statute of limitations (and, to the extent notified by Seller\nor Purchaser, any extensions thereof) of the respective taxable periods, and to\nabide by all record retention agreements entered into with any taxing authority,\nand (ii) to give the other party reasonable written notice prior to\n\n\n                                       9\n\n\n\n\ntransferring, destroying or discarding any such books and records and, if the\nother party so requests, Seller or Purchaser, as the case may be, shall allow\nthe other party to take possession of such books and records to the extent they\nwould otherwise be destroyed or discarded.\n\n                           2.8.7.2 Seller and Purchaser further agree, upon\nrequest, to use commercially reasonable efforts to obtain any certificate or\nother document from any Governmental Authority or any other Person as may be\nnecessary to mitigate, reduce or eliminate any Tax that could be imposed\n(including Taxes with respect to the transactions contemplated hereby).\n\n                           2.8.7.3 Each of Purchaser and Seller shall promptly\ndeliver to the other any notice from any Tax authority received by it relating\nto Taxes for which the other is or may be liable pursuant to this Agreement.\n\n                  2.8.8 Tax Indemnities. The provisions set forth in this\nSection 2.8, including, without limitation, the indemnification provisions,\nshall be separate and distinct from the provisions of Article 8 and shall not be\nsubject to the limitations on indemnification obligations set forth therein.\n\n                           2.8.8.1 All representations, warranties, agreements,\ncovenants and obligations made or undertaken by Seller in this Section 2.8 or in\nany document or instrument executed and delivered pursuant hereto are material,\nhave been relied upon by Purchaser and shall survive the Closing hereunder, and\nshall not merge in the performance of any obligation by any party hereto. Seller\nagrees, from and after Closing, to indemnify and hold Purchaser or any of\nPurchaser's Affiliates, including the Company Entities, and their respective\nsuccessors and assigns, harmless from and against all liability, loss, damages\nor injury and all reasonable costs and expenses (including reasonable counsel\nfees and costs of any suit related thereto) (collectively, \"TAX DAMAGES\")\nsuffered or incurred by Purchaser or any of Purchaser's Affiliates, including\nany of the Company Entities, and their respective successors or assigns arising\nfrom, resulting from or relating to any misrepresentation by, or breach of any\ncovenant, agreement or warranty of, Seller contained in this Section 2.8 or any\ncertificate, schedule, document or instrument furnished by Seller pursuant\nthereto. It is understood and agreed by Seller that since the Acquired Company\nwill be owned by Purchaser following the Closing, any recovery by Purchaser\nhereunder after Closing will be against Seller, who will have no right of\nreimbursement or contribution against the Acquired Company or any of the other\nCompany Entities. Any examination, inspection or audit of the assets or business\nof the Company Entities conducted pursuant to this Section 2.8 shall in no way\nlimit, affect or impair the ability of Purchaser, its successors or assigns to\nrely upon the representations, warranties, covenants and obligations of Seller\nset forth herein.\n\n                           2.8.8.2 All representations, warranties, agreements,\ncovenants and obligations made or undertaken by Purchaser in this Section 2.8 or\nin any document or instrument executed and delivered pursuant hereto are\nmaterial, have been relied upon by Seller \n\n                                       10\n\n\n\nand shall survive the Closing hereunder and shall not merge in the performance\nof any obligation by any party hereto. Purchaser agrees from and after Closing\nto indemnify and hold Seller harmless from and against all Tax Damages suffered\nor incurred by Seller or any of Seller's Affiliates, and their respective\nsuccessors or assigns arising from any misrepresentation by, or breach of any\ncovenant or warranty of, Purchaser contained in this Section 2.8 or any\ncertificate, document or instrument furnished by Purchaser pursuant thereto.\n\n                           2.8.8.3 Any Person entitled to indemnification is\nhereinafter referred to as the \"TAX INDEMNIFIED PARTY,\" and any Person obligated\nto provide such indemnification thereunder is hereinafter referred to as the\n\"TAX INDEMNIFYING PARTY.\" The Tax Indemnified Party shall promptly notify the\nTax Indemnifying Party in writing of any notice, letter, correspondence, claim,\ndetermination, decision or decree (a \"TAX CLAIM\") received by the Tax\nIndemnified Party that might raise a claim for indemnification hereunder. The\nfailure of the Tax Indemnified Party to notify the Tax Indemnifying Party\npromptly shall not relieve the Tax Indemnifying Party of any obligations under\nthis Agreement except to the extent such failure materially prejudices the\nability of the Tax Indemnifying Party to defend the claim. The Tax Indemnifying\nParty, at its cost and expense, shall have the sole and exclusive right to (and\nshall promptly notify the Tax Indemnified Party as to whether or not it will)\nhandle, answer, defend, compromise or settle such Tax Claim and any tax\nexamination, audit, contest or litigation in connection therewith. If the Tax\nIndemnifying Party fails within a reasonable time after notice to defend or\nhandle any Tax Claim or any examination, audit, contest or litigation as\nprovided herein, the Tax Indemnified Party shall be bound by the results\nobtained by the Tax Indemnifying Party or its successors or assigns in\nconnection with such Tax Claim and such examination, audit, contest or\nlitigation. The Tax Indemnified Party promptly shall provide, or shall cause to\nbe provided, to the Tax Indemnifying Party any relevant information relating to\nsuch Tax Claim which may be particularly within the knowledge of the Tax\nIndemnified Party or its Affiliates and otherwise to cooperate fully with the\nTax Indemnifying Party in good faith with respect to such Tax Claim; provided\nthat the Tax Indemnifying Party shall be responsible for the payment of any\ninterest and penalties resulting from any delay by the Tax Indemnifying Party in\npayment of the Tax Claim. Notwithstanding the foregoing, the Tax Indemnifying\nParty shall not agree, without the consent of the Tax Indemnified Party (which\nconsent shall not be unreasonably withheld or delayed), to any adjustment which\nwill legally bind the Tax Indemnified Party.\n\n                           2.8.8.4 Except as otherwise provided in this Section\n2.8, any amounts owed by the Tax Indemnifying Party to the Tax Indemnified Party\nunder this Section 2.8 shall be paid within ten business days of notice from the\nTax Indemnified Party; provided that if such party has not paid such amounts and\nsuch amounts are being contested before the appropriate Governmental Authorities\nin good faith, the Tax Indemnifying Party shall not be required to make payment\nuntil it is determined finally by an appropriate Governmental Authority that\npayment is due, provided that the Tax Indemnifying Party posts appropriate\nsecurity as necessary to protect such party from (i) the immediate imposition of\na lien that arises or attaches from nonpayment after assessment and demand of\nsuch amounts, or (ii) seizures of assets.\n\n\n                                       11\n\n\n\n                  2.9      Employee Plans and Compensation Arrangements.\n                           --------------------------------------------\n\n                           2.9.1 With respect to all of its group health plans,\nSeller shall retain full responsibility and liability for compliance with the\ncontinuation health care coverage requirements of Code Section 4980B and ERISA\nSections 601 through 608 (the \"CONTINUATION COVERAGE REQUIREMENTS\") for all\nQualifying Events within the meaning of Section 4980B(f)(3) of the Code and\nSection 603 of ERISA. On or after the Closing Date, Seller shall continue to\ncomply with the Continuation Coverage Requirements with respect to all\nQualifying Events affecting any current or former employees of the Company\nEntities and any qualifying beneficiary of such employees or former employees\nthat occurred on or prior to the Closing Date. Seller shall hold Purchaser and\nany entity required to be combined with Purchaser (within the meaning of\nSections 414(b), (c), (m) or (o) of the Code) harmless from and fully indemnify\nthem against any costs, expenses, losses, damages and liabilities incurred or\nsuffered by them directly or indirectly, including, but not limited to,\nreasonable attorneys' fees and expenses, which relate to continuation coverage\nand arise as a result of any action or omission by Seller.\n\n                           2.9.2 Seller shall cause the employment of any\nemployees listed on SCHEDULE 3.18 who currently are receiving long-term\ndisability benefit coverage under a long-term disability program previously\nsponsored by the Company Entities to be transferred to Seller or to one of its\nAffiliates prior to the Closing Date. Seller shall hold Purchaser and any entity\nrequired to be combined with Purchaser (within the meaning of Sections 414(b),\n(c), (m) or (o) of the Code), including the Company Entities, harmless from and\nfully indemnify them against any costs, expenses, losses, damages and\nliabilities incurred or suffered by them directly or indirectly, including, but\nnot limited to, reasonable attorneys' fees and expenses, which relate to such\nlong-term disability benefit coverage or to any transfers of employment pursuant\nto this Section 2.9.2.\n\n                           2.9.3 Prior to the Closing Date, Seller shall cause\nthe Acquired Company and each of the other Company Entities to terminate any\nEmployee Plans described on SCHEDULE 3.18 that provide medical or death benefit\ncoverage to former employees of the Company Entities (the \"RETIREE MEDICAL\nPLANS\"), except to the extent required by Section 4980B of the Code, in a manner\nthat precludes the imposition of any future liability on the Company Entities\nunder such Retiree Medical Plans. Seller shall hold Purchaser and any entity\nrequired to be combined with Purchaser (within the meaning of Sections 414(b),\n(c), (m) or (o) of the Code), including the Company Entities, harmless from and\nfully indemnify them against any costs, expenses, losses, damages and\nliabilities incurred or suffered by them directly or indirectly, including, but\nnot limited to, reasonable attorneys' fees and expenses, which relate to the\nRetiree Medical Plans. Notwithstanding the foregoing, Seller shall assume the\nresponsibility and liability for providing benefits under the Retiree Medical\nPlans with respect to employees of the Company Entities that terminated their\nemployment on or prior to the Closing Date.\n\n                           2.9.4 Prior to the Closing Date, Seller shall cause\nthe Acquired Company to terminate the ADT Automotive Holdings, Inc. Executive\nPension Plan (the \"PENSION PLAN\") in a \n\n\n                                       12\n\n\n\nmanner that precludes the imposition of any future liability on the Company\nEntities under such Pension Plan and to make full and final settlement with the\nCompany Entities' employees and former employees with respect to all liabilities\nand obligations relating to their participation in the Pension Plan. Seller\nshall hold Purchaser and any entity required to be combined with Purchaser\n(within the meaning of Sections 414(b), (c), (m) or (o) of the Code), including\nthe Company Entities, harmless from and fully indemnify them against any costs,\nexpenses, losses, damages and liabilities incurred or suffered by them directly\nor indirectly, including, but not limited to, reasonable attorneys' fees and\nexpenses, which relate to the Pension Plan.\n\n                           2.9.5 Prior to the Closing Date, Seller shall cause\nthe Company Entities to terminate the employment of any employees of the Company\nEntities for whom Purchaser has provided notice that it does not intend to\nretain after the Closing Date, provided such notice shall be delivered to Seller\nin writing not less than 15 days prior to the Closing Date. With respect to such\nterminated employees, Seller shall make full and final settlement with any\nterminated employees listed on SCHEDULE 2.9.5 with respect to any severance\nand\/or other benefits (the \"SELLER SEVERANCE BENEFITS\") owed under any Employee\nPlans or Compensation Arrangements sponsored by the Acquired Company, or any of\nthe other Company Entities. Without regard to whether they are terminated prior\nto the Closing Date, Seller shall make full and final settlement with the\nemployees listed on SCHEDULE 2.9.5 with respect to Seller Severance Benefits\nupon their termination of employment to the extent such employees are terminated\nwithin 12 months after the Closing Date. Seller shall hold Purchaser and any\nentity required to be combined with Purchaser (within the meaning of Sections\n414(b), (c), (m) or (o) of the Code), including the Company Entities, harmless\nfrom and fully indemnify them against any costs, expenses, losses, damages and\nliabilities incurred or suffered by them directly or indirectly, including, but\nnot limited to, reasonable attorneys' fees and expenses, which relate to the\nSeller Severance Benefits. With respect to employees terminated under this\nSection 2.9.5 who are not listed on SCHEDULE 2.9.5, Purchaser shall cause the\nCompany Entities to make full and final settlement with respect to any severance\nand\/or other benefits (the \"PURCHASER SEVERANCE BENEFITS\") owed thereto under\nany Employee Plans or Compensation Arrangements sponsored by the Acquired\nCompany, or any of the other Company Entities. Purchaser shall hold Seller and\nany entity required to be combined with Seller (within the meaning of Sections\n414(b), (c), (m) or (o) of the Code) harmless from and fully indemnify them\nagainst any costs, expenses, losses, damages and liabilities incurred or\nsuffered by them directly or indirectly, including, but not limited to,\nreasonable attorneys' fees, back pay, expenses and punitive, compensatory,\nliquidated and\/or exemplary damages in connection with Seller's termination of\nsuch employees as requested by Purchaser, which relate to the Purchaser\nSeverance Benefits, including but not limited to any liability that arises under\nthe Workers Adjustment and Retraining Notification Act and any applicable state\nor local plant closing law. Purchaser's obligations and liabilities under this\nSection 2.9.5 shall not relate to any employees listed on SCHEDULE 3.18 who\ncurrently are receiving long-term disability coverage and who are covered by the\nprovisions of Section 2.9.2, and shall not be applicable to any liability to\nprovide benefits under the Retiree Medical Plans and the Pension Plan or to any\nliability under the bonus and incentive plans and programs referenced in Section\n2.9.6.\n\n\n                                       13\n\n\n\n                           2.9.6 Prior to the Closing Date, Seller shall cause\nthe Company Entities to terminate any existing bonus and other incentive plans\nor programs, including deferred bonus plans or programs, that provide benefits\nto employees or former employees of the Company Entities, and to make full and\nfinal settlement with the Company Entities' employees and former employees with\nrespect to all liabilities and obligations relating to their participation in\nsuch plans or programs. Seller shall hold Purchaser and any entity required to\nbe combined with Purchaser (within the meaning of Sections 414(b), (c), (m) or\n(o) of the Code), including the Company Entities, harmless from and fully\nindemnify them against any costs, expenses, losses, damages and liabilities\nincurred or suffered by them directly or indirectly, including, but not limited\nto, reasonable attorneys' fees and expenses, which relate to such bonus and\nother incentive plans or programs.\n\n                           2.9.7 After the Closing Date, Purchaser shall waive,\nor cause the Company Entities to waive, limitations on benefits relating to any\npre-existing conditions under any welfare benefit plan in which the employees of\nthe Company Entities participate immediately following the Closing Date. After\nthe Closing Date, Purchaser shall recognize, or cause the Company Entities to\nrecognize, expenses paid by employees of the Company Entities in the calendar\nyear in which the Closing occurs under the medical and dental plans of the\nCompany Entities for purposes of the annual deductible and out-of-pocket\nlimitations applied in medical and dental plans that provide coverage to such\nemployees immediately following the Closing Date to the extent such recognition\nis permissible under the medical and dental plans that provide coverage to such\nemployees; provided that the obligation to recognize such expenses is contingent\nupon Seller providing to Purchaser documentation that indicates the amount of\nsuch expenses paid in the calendar year by the employees of the Company Entities\nprior to the Closing.\n\n                           2.9.8 Purchaser shall grant and shall continue to\ngrant, or shall cause the Company Entities to grant and continue to grant, to\nall employees of the Company Entities employed as of the Closing Date credit for\nall employment service with the Company Entities, to the extent that such\nservice was credited under similar employee benefit plans, programs and\narrangements that cover the employees as of the Closing Date, under the employee\nplans, programs and arrangements that cover such employees immediately following\nthe Closing Date unless such credit is not permitted by applicable law or would\nresult in the duplication of benefits; provided, that no such service credit\nshall be granted for purposes of benefit accruals or for determining eligibility\nfor retiree medical benefits.\n\n                           2.9.9 Purchaser shall cause the Company Entities to\nprovide benefit coverage under the Employee Plans and Compensation Arrangements\nlisted in SCHEDULE 3.18 for a period of three months after the Closing Date;\nprovided that the obligation to provide such coverage shall not extend beyond\nDecember 31, 2000. Notwithstanding the foregoing, the obligation to provide\ncoverage under such Employee Plans and Compensation Arrangements shall not apply\nto any plans or programs that provide equity-based compensation, including, but\nnot limited to, \n\n                                       14\n\n\n\nstock option or stock purchase plans, deferred compensation, bonus or incentive\nplans, severance plans or retirement welfare benefit plans.\n\n                           2.9.10 Seller shall hold Purchaser and any entity\nrequired to be combined with Purchaser (within the meaning of Sections 414(b),\n(c), (m) or (o) of the Code), including the Company Entities, harmless from and\nfully indemnify them against any costs, expenses, losses, damages and\nliabilities incurred or suffered by them directly or indirectly, including, but\nnot limited to, reasonable attorneys' fees and expenses, which relate to the\nimposition of withdrawal liability, as defined under Section 4201 ET SEQ. of\nERISA, under any Multiemployer Plan in existence as the Closing Date; provided,\nthat Seller's liabilities and obligations hereunder shall be limited to that\nportion of any such withdrawal liability that is based on the employer\ncontributions to any such Multiemployer Plan that are attributable to the\naggregate number of employees for which the Company Entities or any one of them\nhas an obligation to contribute to the Multiemployer Plan as of the Closing\nDate.\n\n                           2.9.11 All representations, warranties, agreements,\ncovenants and obligations made or undertaken by Seller in this Section 2.9 or in\nany document or instrument executed and delivered pursuant hereto are material,\nhave been relied upon by Purchaser and shall survive the Closing hereunder, and\nshall not merge in the performance of any obligation by any party hereto. Seller\nagrees, from and after Closing, to indemnify and hold Purchaser or any of\nPurchaser's Affiliates, including the Company Entities, and their respective\nsuccessors and assigns, harmless from and against all Damages suffered or\nincurred by Purchaser or any of Purchaser's Affiliates, including any of the\nCompany Entities, and their respective successors or assigns arising from,\nresulting from or relating to any misrepresentation by, or breach of any\ncovenant, agreement or warranty, of Seller contained in this Section 2.9 or any\ncertificate, schedule, document or instrument furnished by Seller pursuant\nthereto. It is understood and agreed by Seller that since the Acquired Company\nwill be owned by Purchaser following the Closing, any recovery by Purchaser\nhereunder after Closing will be against Seller, who will have no right of\nreimbursement or contribution against the Acquired Company or any of the other\nCompany Entities. Any examination, inspection or audit of the assets or business\nof the Company Entities conducted pursuant to this Section 2.9 shall in no way\nlimit, affect or impair the ability of Purchaser, its successors or assigns to\nrely upon the representations, warranties, covenants and obligations of Seller\nset forth herein.\n\n                           2.9.12 All representations, warranties, agreements,\ncovenants and obligations made or undertaken by Purchaser in this Section 2.9 or\nin any document or instrument executed and delivered pursuant hereto are\nmaterial, have been relied upon by Seller and shall survive the Closing\nhereunder and shall not merge in the performance of any obligation by any party\nhereto. Purchaser agrees from and after Closing to indemnify and hold Seller\nharmless from and against all Damages suffered or incurred by Seller or any of\nSeller's Affiliates, and their respective successors or assigns arising from any\nmisrepresentation by, or breach of any covenant or warranty of, Purchaser\ncontained in this Section 2.9 or any certificate, document or instrument\nfurnished by Purchaser pursuant thereto.\n\n\n                                       15\n\n\n\n\n                           2.9.13 The indemnification provisions set forth in\nthis Section 2.9 shall be separate and distinct from the provisions of Article 8\nand shall not be subject to the limitations on indemnification obligations set\nforth therein; provided, however, that all claims for indemnification under this\nSection 2.9 shall be asserted and resolved in accordance with the procedures set\nforth in Section 8.3.\n\n                  2.10 Conduct of Parties Prior to the Closing. Except as\nexpressly contemplated by this Agreement or with the prior written consent of\nPurchaser, during the period from the date hereof to the Closing Date, Seller\nshall cause the Company Entities to maintain their business, properties and\nassets in good operating condition and repair and conduct the Business\nconsistent with prior practice and in the ordinary and usual course of business\nand abide by the following affirmative and negative covenants.\n\n                           2.10.1 Affirmative Covenants. Seller shall cause each\nof the Company Entities to:\n\n                                    2.10.1.1 continue its current efforts to\npreserve its business relationships with its employees, suppliers, distributors,\nadvertisers, customers and others having business relationships with it;\n\n                                    2.10.1.2 maintain all existing insurance\ncoverage with respect to the Company Entities and use the proceeds of any claims\nfor loss payable under such insurance policies, plus such additional funds as\nmay be required, to replace or restore any of the assets of the Company Entities\ndestroyed by fire or other casualties to their former condition as soon as\npossible after the loss and prior to the Closing Date;\n\n                                    2.10.1.3 promptly notify Purchaser in\nwriting of any unusual or material developments with respect to the business or\noperations of the Company Entities and of any material change in any of the\ninformation contained in the representations and warranties set forth in Article\n3 or in the Schedules hereto; provided that such notification shall not relieve\nSeller of any obligations hereunder; and\n\n                                    2.10.1.4 furnish to Purchaser within 30 days\nafter the end of each month ending between the date hereof and the Closing Date\na statement of income and expense of the Acquired Company for the month just\nended and such financial information (including information on payables and\nreceivables) as Purchaser may reasonably request and which is prepared in the\nordinary course of business.\n\n                           2.10.2 Negative Covenants. Seller shall not permit\nthe Company Entities to:\n\n                                    2.10.2.1 permit any material increase in the\nrate or terms of compensation payable or to become payable to employees of the\nCompany Entities, including, without limitation, any Employee Plan or\nCompensation Arrangement, except increases occurring in accordance with\ncustomary practices which have been disclosed to Purchaser;\n\n                                       16\n\n\n\n                                    2.10.2.2 enter into, modify, amend, renew,\nextend, terminate or waive any right under any Contract or commitment involving\ntotal payments or expenditures to any single Person of more than $50,000 on any\nsingle Contract or commitment or $500,000 in the aggregate for all such\nContracts or commitments;\n\n                                    2.10.2.3 release, cancel or assign any\nmaterial indebtedness owed to them or waive any rights or claims having value,\nexcept rights or claims not in excess of $100,000 and waived in the ordinary\ncourse of business;\n\n                                    2.10.2.4 violate in any material respect any\nlaws, ordinances, orders, injunctions or decrees applicable to the Business or\nthe Company Entities;\n\n                                    2.10.2.5 do any act or fail to do any act\nwhich might result in the expiration, revocation, suspension or modification of\nany of the Material Licenses of the Company Entities, or fail to prosecute with\ndue diligence any material applications to any Governmental Authority in\nconnection with the operation of the Business of the Company Entities;\n\n                                    2.10.2.6 fail to collect the accounts\nreceivable or to pay the accounts payable and other current liabilities of the\nCompany Entities in any manner other than consistent with past practices;\n\n                                    2.10.2.7 suffer, create or assume any\nmonetary Encumbrance or any material non-monetary Encumbrance with respect to\nthe Business or the assets of the Company Entities, whether now owned or\nhereafter acquired;\n\n                                    2.10.2.8 sell, assign, lease, transfer or\notherwise dispose of, or enter into any agreement for the sale, assignment,\nlease, transfer or disposition of, any material part of the Business or material\nassets of the Company Entities, except in the ordinary course of business and\nconsistent with past practices and (i) in connection with the acquisition of\nequivalent replacement property or (ii) pursuant to transactions not exceeding\n$50,000 in the aggregate;\n\n                                    2.10.2.9 declare, set aside or pay any\ndividend or other distribution or payment (whether in cash, stock or property)\nin respect of shares of its capital stock owned by any Person, or purchase,\nredeem or otherwise acquire any of its capital stock or any other securities\nthereof or any rights, warrants or options to acquire any such shares or other\nsecurities;\n\n                                    2.10.2.10 permit or effect any change by any\nCompany Entity in accounting or bookkeeping methods, principles or practices,\nexcept as required by GAAP, or elect to discontinue the filing of consolidated\nfederal income tax returns pursuant to Code Section 1501;\n\n                                    2.10.2.11 permit or effect any borrowing of\nmoney, including, without limitation, any increase or extension of purchase\nmoney credit, swaps, collars, caps, hedges or \n\n                                       17\n\n\n\nother agreements relating to the fixing of interest rates on indebtedness, by\nany Company Entity, or permit any increase in the liabilities of any Company\nEntity, other than current liabilities incurred in the ordinary course of\nbusiness and consistent with past practices;\n\n                                    2.10.2.12 Subject to Section 2.3, enter into\nany inter-company transactions with Seller or any Affiliates or other operating\nunits of Seller, other than in the ordinary course of business and consistent\nwith past practices;\n\n                                    2.10.2.13 make, approve or permit any change\nin the Articles or Certificate of Incorporation or Bylaws or applicable\ngoverning instruments of each of the Company Entities, or in their authorized,\nissued or outstanding securities;\n\n                                    2.10.2.14 issue, sell or grant shares of\ncapital stock, options, warrants or rights to purchase or subscribe to, or enter\ninto any arrangement or contract with respect to the issuance or sale of any of\nthe capital stock of the Company Entities or rights or obligations convertible\ninto or exchangeable for any shares of capital stock of the Company Entities and\nnot make any changes (by split-up, stock dividend, combination, reorganization\nor otherwise) in the capital structure of the Company Entities;\n\n                                    2.10.2.15 make any material increase in the\nsize of the workforce employed by Seller or any of the Company Entities;\n\n                                    2.10.2.16 enter into, modify, amend, renew,\nextend, terminate or waive any rights under any collective bargaining agreement;\nor\n\n                                    2.10.2.17 voluntarily recognize any union or\nother collective bargaining agent as the representative of any of the employees\nof Seller or any of the Company Entities for purposes of collective bargaining,\nexcept as may be required by law.\n\n         2.11 Brokers. Purchaser shall pay Chase Securities Inc. and agrees to\nindemnify and hold harmless the Acquired Company and Seller against any fee,\nloss or expense arising out of any claim by any other broker or finder employed\nor alleged to have been employed by it, and Seller shall pay Donaldson, Lufkin &amp; Jenrette Securities Corporation and agree to indemnify and hold harmless\nPurchaser against any fee, loss or expense arising out of any claim by any other\nbroker or finder employed or alleged to have been employed by Seller or any of\nits Affiliates, including the Acquired Company. The indemnification provisions\nof this Section 2.11 shall be separate and distinct from the provisions of\nArticle 8 and shall not be subject to the limitations on indemnification\nobligations set forth therein.\n\n         2.12 Publicity. Except as otherwise required by law or regulation, none\nof the parties hereto shall issue any press release or make any other public\nstatement, in each case relating to or connected with or arising out of this\nAgreement or the matters contained herein, without obtaining the prior written\napproval of Purchaser and Seller to the contents and the manner of \n\n                                       18\n\n\n\npresentation and publication thereof. The parties agree to cooperate and seek\nthe other party's comment with respect to any disclosures required by law.\n\n         2.13 No Shop. None of Seller, the Company Entities, their Affiliates or\nany agent or representative of any of them will, during the period commencing on\nthe date of this Agreement and ending with the earlier to occur of the Closing\nor the termination of this Agreement in accordance with Article 9 below,\ndirectly or indirectly, (i) solicit or initiate the submission of proposals or\noffers from any Person for; (ii) participate in any discussions pertaining to or\n(iii) furnish any information to any Person other than Purchaser relating to any\ndirect or indirect acquisition or purchase of all or any portion of the capital\nstock or assets of any of the Company Entities. Seller and the Acquired Company\nshall promptly notify Purchaser if either receives an unsolicited offer from any\nPerson relating to any direct or indirect acquisition or purchase of all or any\nportion of the capital stock or assets of any of the Company Entities.\n\n         2.14 Redemption or Repurchase of Preferred Stock. Anything in this\nAgreement to the contrary notwithstanding, prior to Closing, Seller shall (i)\ncause the Acquired Company to redeem or repurchase for cash paid in full all of\nthe shares of 7.25% cumulative preferred stock, par value $10,000 per share (the\n\"PREFERRED STOCK\"), of the Acquired Company owned by Tyco Holding II, ApS, a\nDanish corporation (the \"PREFERRED STOCKHOLDER\") in accordance with the\nCertificate of Incorporation of the Acquired Company, (ii) cause the Acquired\nCompany to declare and pay all dividends and interest payable with respect to\nthe Preferred Stock, and (iii) make all capital contributions necessary in order\nto fund the payments contemplated by clauses (i) and (ii) of this Section 2.14,\nin each case with respect to the actions contemplated by clauses (i), (ii) and\n(iii) of this Section 2.14, (A) without any residual or continuing obligation or\nliability on the part of any of the Company Entities, (B) no Company Entity\nshall issue equity to an entity that is not in the Selling Group as a result of\nsuch action, and (C) so that immediately prior to Closing, all of the issued and\noutstanding capital stock of the Acquired Company shall be held by Seller. The\nredemption or repurchase of the Preferred Stock, including, without limitation,\nany amounts paid or payable with respect to the redemption or repurchase of the\nPreferred Stock or the payment of dividends and interest with respect thereto\npursuant to this Section 2.14, shall not be taken into account in Working\nCapital.\n\n         2.15     Access to Books and Records. \n                  ---------------------------\n\n                  2.15.1 Between the date of this Agreement and the Closing\nDate, Seller will cause the Company Entities to allow Purchaser, its counsel and\nother representatives and agents access to the books, records, files, documents,\nassets, properties, contracts and agreements, including, without limitation, any\npersonnel records or any environmental studies, title policies or surveys\nrelating to the Real Property, of the Company Entities as Purchaser may\nreasonably request. In the event that Purchaser desires to obtain title\ncommitments or environmental audits of the Real Property owned by the Company\nEntities, Seller shall also, and shall cause the Company Entities to, assist\nPurchaser in obtaining such commitments or audits, including by delivering a\n\"non-imputation\" endorsement to the effect that the title defects known to the\n\n                                       19\n\n\n\nofficers, directors and shareholders of the Company Entities shall not be deemed\n\"facts known to the insured\" for purposes of the title insurance policy.\nPurchaser will conduct any investigation in a manner that will not unreasonably\ninterfere with the business of the Company Entities. Purchaser will treat as\nconfidential all confidential information disclosed to it or its representatives\nin connection with Purchaser's investigation of the Company Entities, except as\notherwise required by law.\n\n                  2.15.2 After the Closing Date, Purchaser shall, upon request\nof Seller, and with reasonable notice to Purchaser, in connection with the\npreparation by Seller of financial statements and tax returns and for such other\npurposes as Seller shall reasonably request (but only with respect to operations\nof the Company Entities prior to Closing), (i) provide to Seller reasonable\naccess, during normal business hours, to files, books, records, documents and\nother information of the Company Entities (and, at Seller's expense, copies\nthereof), (ii) cause its officers and personnel and the Acquired Company to\nfurnish to Seller any and all financial and operating data and other information\npertaining to the Company Entities, and (iii) make available, for consultation\nwith Seller, personnel of Purchaser and of the Acquired Company having access to\nsuch information and documents. In exercising its rights under this Section\n2.15, Seller and its representatives shall not interfere with the Company\nEntities' normal operations. Purchaser shall retain the files, books, records\nand documents of the Acquired Company, and comply with the aforesaid provisions,\nfor at least three years after the Closing Date. Seller acknowledges and agrees\nthat any and all information to which it is granted access pursuant hereto shall\nbe the subject of the confidentiality provisions set forth and contained in the\nNon-Competition Agreement.\n\n                  2.16 Confidentiality. Cox Enterprises, Inc. and U.S. Parent\nare parties to a letter agreement, dated December 20, 1999 (the \"CONFIDENTIALITY\nAGREEMENT\"). Notwithstanding the execution, delivery and performance of this\nAgreement, or the termination of this Agreement prior to Closing, the\nConfidentiality Agreement shall remain in full force and effect in accordance\nwith its terms, but shall expire concurrently with the Closing hereunder.\n\n                  2.17     Certain Post-closing Environmental Procedures.\n                           ---------------------------------------------\n\n                           2.17.1 From and after Closing, with respect to\nenvironmental liabilities or breaches of representations set forth in Section\n3.14, Purchaser shall provide written notice to Seller, specifying the nature of\nand basis for such environmental liability or breach, and Seller shall have the\noption to control the resolution of any remedial action relating thereto,\nincluding, without limitation, the performance of any tests, reports,\ninvestigations or any other activities relating to such remedial action and\ncontacting Governmental Authorities, making any reports to such Governmental\nAuthorities, submitting any remedial action plans to such Governmental\nAuthorities and negotiating with such Governmental Authorities; provided that,\nin addition to the provisions set forth in Section 2.17.4 below, Seller agrees\n(i) to provide Purchaser, in advance, with a reasonably detailed description of\nany such proposed remedial action and a reasonable period of time, given the\nspecific circumstances, to permit Purchaser to comment on such \n\n\n                                       20\n\n\n\nproposed activity, and Seller agrees to consider in good faith any such\ncomments, (ii) to perform any such remedial action in a reasonably prudent\nmanner to avoid any harm to the environment or to human health and safety, to\ncomply with all laws, including Environmental Laws, to obtain and maintain all\nnecessary permits, financial assurances and insurance and to obtain their own\nEPA Identification Number (if practicable), arrange for disposal and be\nidentified on manifests as the \"generator\" (if practicable), of all Hazardous\nMaterials generated from or otherwise arising out of any such remedial action,\n(iii) to perform all actions reasonably necessary to remove or remediate the\nHazardous Materials, contamination or environmental degradation arising out of\nor relating to the indemnification claim and to bring the facility or property\ninto compliance with all Environmental Laws with respect to such Hazardous\nMaterials, contamination or degradation and agree to obtain written governmental\napproval confirming that no further actions are required with respect to such\nHazardous Materials, contamination or degradation, and (iv) not to perform any\nremedial action in a manner which is reasonably likely to reduce the value of or\nmaterially alter the use of the Real Property. Purchaser and Seller agree that\nthe use of the Real Property as of the Closing Date shall be the appropriate\nproperty classification to be used in determining which actions are reasonably\nnecessary pursuant to clause (iii) above with respect to such Real Property.\nNotwithstanding the foregoing, Seller must provide Purchaser with written notice\nwithin ten days of their receipt of Purchaser's notice pursuant to this Section\n2.17.1 whether or not they desire to control the resolution of such remedial\naction, and, if no such written notice is received by Purchaser within such\nten-day period, Purchaser shall have the option to control the resolution of\nsuch remedial action.\n\n                  2.17.2 From and after Closing, Purchaser agrees that, without\nSeller's prior consent, it shall not, and it shall not permit any of its\ndirectors, officers, employees and agents to, voluntarily perform any\nenvironmental testing of the soil or groundwater at any Real Property that may\nreasonably be expected to lead to the identification of any contamination\nthereof, unless and to the extent (i) required by any law (including any\nEnvironmental Law), any applicable Governmental Authority or in connection with\nany third party claim, (ii) the performance of such testing would reasonably be\nexpected to decrease the risk or scope of injury to human health or the\nenvironment in the event of an emergency or (iii) subject to providing Seller\nwith advance written notice and a reasonably detailed description of the planned\nenvironmental testing, as reasonably necessary to permit a financing, sale,\nclosure, lease, sublease, lease or sublease termination or assignment or other\ndisposal of a facility or Real Property or a business including any facility or\nReal Property.\n\n                  2.17.3 Except as contemplated by Section 2.17.2 above,\nPurchaser and Seller each agree to maintain in strict confidence all information\nconcerning any environmental matters of any Company Entity. If any Environmental\nLaw requires Seller to disclose any such information, Seller agrees to promptly\nnotify Purchaser of such requirement and to give Purchaser the opportunity to\nreview and comment in advance upon the content and timing of any disclosures\nthat Seller propose to make.\n\n\n                                       21\n\n\n\n                  2.17.4 Purchaser and Seller agree that each shall, in\nconnection with any activities they each undertake in connection with this\nSection 2.17 or otherwise, (i) provide or be provided with reasonable access to\nemployees with relevant facts about such activities, (ii) provide copies of any\nmaterial documents to the other parties and a reasonable opportunity to comment\non such documents, (iii) keep the other parties reasonably informed relating to\nthe progress of such activities, (iv) where applicable, select counsel,\ncontractors and consultants of recognized standing and competence after\nconsultation with the other parties, (v) take all steps necessary in the defense\nof any claims which are the subject of such activities, (vi) at all times\ndiligently and promptly pursue the resolution of any claims which are the\nsubject of such activities, (vii) allow the other parties to participate in any\ncommunications or proceedings involving any Governmental Authority or any other\nPerson and consult with the other parties hereto as to the manner of managing or\nresolving such communications or proceedings, in each case, except to the extent\nnecessary to protect attorney-client privilege or attorney work product and\n(viii) use reasonable efforts to avoid unreasonable interference with the other\nparties' normal business operations.\n\n                  2.18     Certain Intellectual Property Matters.\n                           -------------------------------------\n\n                           2.18.1 At Closing, Seller shall cause ADT Service AG,\na Swiss corporation (\"LICENSOR\"), to enter into a license agreement with\nPurchaser (the \"ADT LICENSE AGREEMENT\"), substantially in the form of EXHIBIT F\nattached hereto, pursuant to which Licensor will license to Purchaser and\/or one\nor more Company Entities the trademark and trade name \"ADT,\" on a non-exclusive,\nfully-paid basis, for a period of ten years.\n\n                           2.18.2 Seller represents that U.S. Patent No.\n5,774,873 granted to Berent et al. on June 30, 1998 (the \"PATENT\") has been\nassigned to and is currently owned by ADT Automotive, Inc., one of the Company\nEntities. Purchaser agrees that if at any time during the grant period of the\nPatent, Purchaser intends to initiate an infringement action against any third\nparty to enforce the Patent (an \"ENFORCEMENT ACTION\"), Purchaser shall, at least\n30 days prior to the institution of an Enforcement Action, provide written\nnotice to Seller of such determination (the \"NOTICE\"), and Seller shall have the\nright, exercisable by written notice of such election (the \"ELECTION NOTICE\")\ndelivered to Purchaser within 30 days of Seller's receipt of the Notice, to\nelect to participate in such Enforcement Action. Purchaser agrees to provide\nSeller such information as it has in its possession relating to such proposed\nEnforcement Action as Seller may reasonably request. If Seller delivers the\nElection Notice to Purchaser within such 30-day period, Seller shall be entitled\nto 50% of any lump-sum settlement payments or royalty payments resulting from\nthe Enforcement Action; provided, however, that Seller shall also bear 50% of\nall costs and expenses incurred with respect to such Enforcement Action,\nincluding, without limitation, attorneys' fees, expert witness fees and court\ncosts, such payments to be made on an ongoing basis by Seller promptly upon\nreceipt of written notice from Purchaser of the amount of such costs and\nexpenses (together with appropriate supporting documentation). Purchaser shall\nperiodically keep Seller apprised of the status of any Enforcement Action in\nwhich Seller has elected to participate. The parties acknowledge and agree (i)\nthat the decision to initiate an \n\n\n                                       22\n\n\n\nEnforcement Action shall be entirely at Purchaser's discretion, (ii) that\nPurchaser shall be under no obligation to enforce the Patent against any third\nparty or restricted, in any way whatsoever, from granting exclusive or\nnonexclusive licenses of the inventions subject of the Patent, whether to\naffiliated or unaffiliated parties, and (iii) Purchaser shall control the\nEnforcement Action, including, without limitation, the selection of counsel and\nvenue and the determination of any settlement with respect to any such\nEnforcement Action. If Seller fails to deliver the Election Notice to Purchaser\nwithin the required 30-day period, Seller shall have no rights or\nresponsibilities with respect to such Enforcement Action.\n\n                  2.19 Insurance Claims. After Closing, Seller shall maintain\nresponsibilityfor and administrative control of all insurance claims resulting\nfrom occurrences or losses prior to the Closing Date.\n\n3.       Representations and Warranties of Seller.\n         ----------------------------------------\n\n         Seller represents and warrants to Purchaser, as of the date hereof and\nas of the Closing Date, as follows (any representation made \"to the knowledge of\nSeller\" shall be deemed a representation made to the knowledge of Seller and the\nCompany Entities):\n\n         3.1 Organization, Standing and Foreign Qualification. Seller and each\nof the Company Entities is a corporation duly organized, validly existing and in\ngood standing under the laws of its jurisdiction of organization as set forth in\nSCHEDULE 3.1. SCHEDULE 3.1 sets forth a list of all Subsidiaries of the Acquired\nCompany and their respective jurisdictions of organization and identifies the\nAcquired Company's direct or indirect percentage ownership interest therein.\nEach of the Company Entities has all corporate, partnership or other similar\npowers required to carry on its business as now conducted, except for such\nmatters as would not have a Material Adverse Effect. Seller and each of the\nCompany Entities is duly qualified and licensed to do business as a foreign\ncorporation or other foreign legal entity and are in good standing in each\njurisdiction where such qualification and\/or licensing is necessary, except\nwhere the failure to be so qualified or licensed would not have a Material\nAdverse Effect. Complete and correct copies of each Company Entity's articles or\ncertificate of incorporation and bylaws or other applicable governing\ninstruments, all as amended to date, and of the stock ledgers of each Company\nEntity have been delivered to Purchaser.\n\n         3.2 Authority and Status. Seller has the full corporate power and\nauthority to execute and deliver this Agreement and all other agreements,\ninstruments and certificates contemplated hereby and thereby (collectively, the\n\"RELATED AGREEMENTS\") to be executed and delivered by it, to carry out and\nperform its obligations under the terms of this Agreement and the Related\nAgreements to be executed and delivered by it and to consummate the transactions\ncontemplated hereby and thereby, without the necessity of any act, approval or\nconsent of any other Person whomsoever. All corporate action on the part of\nSeller and its directors and shareholders necessary for the authorization,\nexecution, delivery and performance by Seller of this Agreement and the Related\nAgreements to be executed and delivered by Seller has been taken. This \n\n\n                                       23\n\n\n\n\nAgreement and the Related Agreements to be executed and delivered by Seller\nconstitute or will, when executed and delivered by Seller, constitute the valid\nand legally binding obligations of Seller, enforceable against Seller in\naccordance with their respective terms, except as enforceability may be limited\nby bankruptcy, insolvency, reorganization, moratorium and other similar laws\nfrom time to time in effect affecting the enforcement of creditors' rights\ngenerally and except as enforcement of remedies may be limited by general\nequitable principles.\n\n         3.3      Capitalization. \n                  --------------\n\n                  3.3.1 SCHEDULE 3.3.1 sets forth the authorized, issued and\noutstanding capital stock of the Acquired Company and each of the other Company\nEntities, and no shares are held in the treasury of any of the Company Entities.\nAll of the issued and outstanding shares of capital stock of the Acquired\nCompany are owned by Seller, free and clear of all Encumbrances and preemptive\nor other rights or options of any nature whatsoever, and the authorization of no\nother Person is required in order to consummate the transactions contemplated by\nthis Agreement by virtue of any such Person having an equitable or beneficial\ninterest in the Acquired Company. All of the outstanding shares of capital stock\nof, or other equity or voting interest in, the Company Entities (other than the\nAcquired Company) are owned by the Acquired Company or another Company Entity\nfree and clear of all Encumbrances and preemptive or other rights or options of\nany nature whatsoever, and the authorization of no other Person is required in\norder to consummate the transactions contemplated by this Agreement by virtue of\nany such Person having an equitable or beneficial interest in any Company\nEntity. All of the Shares and the issued and outstanding capital stock of the\nCompany Entities are duly authorized, validly issued, fully paid and\nnonassessable. Except for this Agreement, there are no (i) outstanding\nsubscriptions, options, warrants, calls, demands, commitments, plans or\nagreements to issue any additional shares of any of the Company Entities'\ncapital stock or to pay any dividends on such shares, or to purchase, redeem or\nretire any outstanding shares of its capital stock, (ii) outstanding stock\nappreciation rights, phantom stock rights or other instruments or obligations of\nany Company Entity which depend, in whole or in part, on the value of any of the\ncapital stock of any Company Entity or the business or financial performance or\nasset value of any Company Entity, or (iii) outstanding securities or\nobligations which are convertible into or exchangeable for any shares of capital\nstock of any of the Company Entities.\n\n                  3.3.2 All issuances, transfers or purchases of the capital\nstock of each of the Company Entities have been effected in compliance with all\napplicable agreements and all applicable laws, including federal and state\nsecurities laws, and all Taxes thereon, if any, have been paid. No former or\npresent holder of any of the Shares or any other capital stock of any of the\nCompany Entities has any legally cognizable claim against Seller or any of the\nCompany Entities based on any issuance, sale, purchase, redemption or\ninvolvement in any transfer of any Shares or any such other capital stock by any\nof the Company Entities.\n\n                  3.4 Absence of Equity Investments. Except as described in\nSCHEDULE 3.4 hereto (the \"INVESTMENT INTERESTS\"), none of the Company Entities\nowns or has the right or obligation to \n\n                                       24\n\n\n\nacquire voting securities or other ownership interests in any other Person,\nother than the Company Entities. The Investment Interests are owned free and\nclear of any and all Encumbrances, other than Encumbrances described in SCHEDULE\n3.4 or arising pursuant to the governing instruments of such Persons in which\nthe Company Entities own such Investment Interests.\n\n         3.5      Liabilities and Obligations of the Company Entities.\n                  ---------------------------------------------------\n\n                  3.5.1 Attached hereto as SCHEDULE 3.5.1 are true, correct and\ncomplete copies of the consolidated balance sheets of the Company Entities as of\nSeptember 30, 1997, 1998 and 1999, and the related statements of income for the\nyears then ended, and the consolidated balance sheet of the Company Entities as\nof December 24, 1999, and the related statement of income for the three months\nthen ended (collectively, the \"FINANCIAL STATEMENTS\"). The Financial Statements\nare correct and complete, are in accordance with the books and records of the\nCompany Entities, have been prepared in accordance with GAAP, consistently\napplied, and fairly present the financial position and results of operations of\nthe Company Entities as of the respective dates and for the respective periods\npresented therein (subject to normal recurring year-end adjustments which are\nnot, and are not expected to be, material in amount and except for the absence\nof footnotes).\n\n                  3.5.2 None of the Company Entities has any actual or potential\nliability or obligation related to its assets, business, operations or financial\ncondition (whether accrued, absolute, contingent or otherwise) which is of a\nnature required to be reflected in financial statements prepared in accordance\nwith GAAP, consistently applied, including, without limitation, any liability\nthat might result from an audit of its Tax Returns by any appropriate\nGovernmental Authority, except for (i) the liabilities and obligations of the\nCompany Entities which are disclosed or reserved against in the Financial\nStatements or disclosed on SCHEDULE 3.5.2 hereto, to the extent and in the\namounts so disclosed or reserved against, and (ii) liabilities incurred or\naccrued in the ordinary course of business since the date of the most recent\nFinancial Statements, and which do not, either individually or in the aggregate,\nhave (and would not reasonably be expected to have) a Material Adverse Effect.\n\n                  3.5.3 Except as set forth in SCHEDULE 3.5.3, none of the\nCompany Entities is in default in any material respect with respect to any\nliabilities or obligations which are related to the assets, business or\noperations of the Company Entities.\n\n         3.6      Tax Matters. \n                  -----------\n\n                  3.6.1 Seller has filed or has caused to be filed in a timely\nmanner all required Tax Returns of the Company Entities with the appropriate\nGovernmental Authorities in all jurisdictions in which such Tax Returns are\nrequired to be filed by the Company Entities (except Tax Returns for which the\nfiling date has not expired or has been extended and such extension period has\nnot expired), and all Taxes shown on such Tax Returns have been properly accrued\nor\n\n                                       25\n\n\n\npaid to the extent such Taxes have become due and payable. SCHEDULE 3.6 lists\nall jurisdictions where Tax Returns are required to be filed with respect to the\nCompany Entities. Except as set forth in SCHEDULE 3.6, the Financial Statements\nreflect an adequate reserve in accordance with GAAP (without regard to any\namounts reserved for deferred taxes) for all unpaid Taxes payable by the Company\nEntities for all Tax periods and portions thereof through the date of such\nFinancial Statements. Except as disclosed in SCHEDULE 3.6, Seller has not, and\nnone of the Company Entities has, executed any waiver or extension of any\nstatute of limitations on the assessment or collection of any Tax or with\nrespect to any liability arising therefrom. Except as disclosed in SCHEDULE 3.6,\nnone of the federal, state or local income Tax Returns filed by or on behalf of\nthe Company Entities are currently being audited by any taxing authority, and\nthere are no other examinations, requests for information or other\nadministrative or judicial proceedings pending with respect to Taxes of the\nCompany Entities. Except as disclosed in SCHEDULE 3.6, (i) neither the Internal\nRevenue Service nor any other taxing authority has asserted any deficiency or\nclaim for additional Taxes against, or any adjustment of Taxes relating to, any\nof the Company Entities, and (ii) there are no proposed reassessments of any\nproperty owned by any of the Company Entities that would affect the Taxes of any\nof the Company Entities. None of the Company Entities has any liability for the\nTaxes of any Person (other than the members of the Selling Group) pursuant to\nSection 1.1502-6 of the Treasury Regulations promulgated under the Code or\ncomparable provisions of any taxing authority in respect of a consolidated,\ncombined or unitary Tax Return. There are no Tax liens on any assets of the\nCompany Entities, other than liens for current Taxes not yet due and payable\nwithout penalty and liens for Taxes that are being contested in good faith by\nappropriate proceedings.\n\n                  3.6.2 Except as disclosed in SCHEDULE 3.6, none of the Company\nEntities has been at any time a member of any partnership, joint venture or\nother arrangement or contract which is treated as a partnership for federal,\nstate, local or foreign tax purposes or the holder of a beneficial interest in\nany trust for any period for which the statute of limitations for any Tax has\nnot expired.\n\n                  3.6.3 As of the Closing, there will be no tax sharing\nagreements or similar arrangements with respect to or involving any of the\nCompany Entities.\n\n         3.7 Personal Property. All of the tangible assets material to the\noperations of the Company Entities are in good operating condition and repair\n(ordinary wear and tear excepted), are performing satisfactorily and are\navailable for immediate use in the conduct of the Business of the Company\nEntities as presently conducted.\n\n         3.8 Bank Accounts. Set forth and described on SCHEDULE 3.8 hereto is a\ncomplete list of all bank accounts and safe deposit boxes of the Company\nEntities, all powers of attorney in connection with such accounts and the names\nof all persons authorized to draw thereon or to have access thereto.\n\n                                       26\n\n\n\n         3.9      Consents and Approvals; Noncontravention.\n                  ----------------------------------------\n\n                  3.9.1 Except as set forth on SCHEDULE 3.9 and except for\ncompliance with any applicable requirements of the HSR Act, there is no\nrequirement applicable to Seller or any Company Entity to make any filing with,\nor to obtain any permit, authorization, consent or approval of, any Governmental\nAuthority as a condition to the lawful consummation by Seller of the sale of the\nShares and to enable Purchaser to hold the Shares and conduct the full operation\nof the Business as presently conducted by the Company Entities pursuant to this\nAgreement.\n\n                  3.9.2 Except as set forth on SCHEDULE 3.9, the execution,\ndelivery and performance of this Agreement by Seller do not, and the\nconsummation of the transactions contemplated hereby will not (with or without\nthe giving of notice, the lapse of time or both), (i) conflict with or result in\nany breach of any provision of the Articles or Certificate of Incorporation,\nBylaws or other applicable governing instruments, each as amended to date, of\nSeller or any of the Company Entities; (ii) violate, result in a breach of or\nconstitute an occurrence of default under any provision of, or conflict with, or\nresult in acceleration of any obligation under, or give rise to a right by any\nparty to terminate its obligations under, or result in the creation or\nimposition of any Encumbrance upon the property of any Company Entity pursuant\nto any provision of, any Material Contract; or (iii) violate any Material\nLicense or any applicable law, rule, regulation, order, writ, judgment,\nordinance, injunction or decree of any Governmental Authority to which any\nCompany Entity or Seller is a party or is bound or by which the assets or\nbusiness of the Company Entities are affected.\n\n         3.10 Absence of Changes. Since September 30, 1999, none of the Company\nEntities has, except as otherwise expressly provided in this Agreement or\ndisclosed on SCHEDULE 3.10:\n\n                  3.10.1 transferred, assigned, conveyed or liquidated any of\nthe assets of the Company Entities or entered into any transaction or incurred\nany liability or obligation that materially affects the business, operations or\nfinancial condition of the Company Entities other than in the ordinary course of\nits business;\n\n                  3.10.2 suffered any material adverse change in the business,\noperations or financial condition of any of the Company Entities or become aware\nof any event or state of facts that may reasonably be expected to result in any\nsuch material adverse change;\n\n                  3.10.3 suffered any physical destruction, damage or loss,\nmaterially and adversely affecting the assets of any Company Entity, whether or\nnot covered by insurance;\n\n                  3.10.4 incurred the imposition of any Encumbrance or claim\nupon any of the material assets of any Company Entity, except for any current\nyear lien with respect to personal or real property Taxes not yet due and\npayable and except for liens of suppliers, lessors and others reflected by\nWorking Capital;\n\n                                       27\n\n\n\n                  3.10.5 committed or permitted any default in any liability or\nobligation which has had or will have a Material Adverse Effect;\n\n                  3.10.6 declared, promised or made any distribution or other\npayment from the assets of any Company Entity to Seller (except for cash\ndistributed to Seller in accordance with Seller's cash-consolidation practices\nwhich are reflected as inter-company receivables to Company Entities) or issued\nany additional shares or rights, options or calls with respect to any Company\nEntity's capital stock, or redeemed, purchased or otherwise acquired any of any\nCompany Entity's capital stock, or made any change whatsoever in any Company\nEntity's capital structure;\n\n                  3.10.7 except in the ordinary course of business and\nconsistent with past practices, paid, agreed to pay or incurred any obligation\nfor any payment for, any contribution or other amount to, or with respect to,\nany Employee Plan or Compensation Arrangement, or paid any bonus to, or granted\nany increase in the compensation of, any Company Entity's directors, officers,\nagents or employees, or made any increase in the pension, retirement or other\nbenefits of its directors, officers, agents or other employees;\n\n                  3.10.8 changed its accounting methods, practices or\nprinciples; or\n\n                  3.10.9 incurred any other material liability or obligation or\nentered into any transaction, in each case other than in the ordinary course of\nbusiness.\n\n         3.11 Litigation. Except as otherwise set forth in SCHEDULE 3.11 hereto,\nthere is no suit, action, proceeding, claim or investigation pending or, to the\nbest knowledge of Seller, threatened against or affecting any Company Entity.\nNone of the items described in SCHEDULE 3.11, singly or in the aggregate, would\n(if determined adversely to any Company Entity) have a material adverse effect\non the assets, Business, operations or financial condition of the Company\nEntities, or the right of Seller to consummate the transactions contemplated\nhereby.\n\n         3.12 Licenses and Permits; Compliance With Law. Each of the Company\nEntities holds all material licenses, certificates, permits, franchises and\nrights (the \"MATERIAL LICENSES\") from all appropriate federal, state or other\nGovernmental Authorities required for the conduct of the Business as currently\nconducted by the Company Entities, and none of the Material Licenses is subject\nto any restriction or condition which would limit the full operation of the\nBusiness of the Company Entities as presently operated. All of the Material\nLicenses are listed on SCHEDULE 3.12. Except as noted in SCHEDULE 3.12, each of\nthe Company Entities is presently conducting the Business so as to comply in all\nmaterial respects with all applicable statutes, ordinances, rules, regulations,\nlaws and orders of any Governmental Authority. Further, none of the Company\nEntities is presently charged with, nor to the best knowledge of Seller, is\nunder governmental investigation with respect to, any actual or alleged\nviolation of any statute, ordinance, rule or regulation, nor is presently the\nsubject of any pending or threatened adverse proceeding by any Governmental\nAuthority having jurisdiction over the assets or Business of the\n\n                                       28\n\n\n\nCompany Entities. Neither the execution nor delivery of this Agreement, nor the\nconsummation of the transactions contemplated hereby will result in the\ntermination of any Material License held by the Company Entities.\n\n         3.13     Real Property. \n                  -------------\n\n                  3.13.1 SCHEDULE 3.13 lists all Real Property owned or leased\nby any of the Company Entities and used or held for use in the Business,\nindicating in each case whether the property is owned or leased. The Real\nProperty disclosed on SCHEDULE 3.13 includes all real property or interests\ntherein necessary to conduct lawfully the Business as presently conducted.\nExcept as otherwise set forth on SCHEDULE 3.13, all of the Real Property\n(including the improvements thereon) has full legal and practical access to\npublic roads or streets and is supplied in all material respects with all\nutilities and other services, including gas, electricity, water, telephone,\nsanitary sewer and storm sewer, necessary for the conduct and operation of the\nBusiness of the Company Entities as now conducted, all of which services are\nadequate in accordance in all material respects with all applicable laws,\nordinances, rules and regulations and are provided via public roads or via\npermanent, irrevocable, appurtenant easements benefiting the Real Property.\nExcept as otherwise set forth on SCHEDULE 3.13, all improvements, installations,\nequipment and facilities made by or constructed for any of the Company Entities\nor utilized in connection with the Company Entities were constructed and are\nmaintained, placed and located in compliance in all material respects with all\napplicable federal, state or other statutes, laws, ordinances, regulations,\nrules, codes, orders, deeds, easements, restrictions, leases, licenses, permits\nor other arrangements or requirements (including, but not limited to, any\nbuilding, zoning or Environmental Laws or codes) affecting such premises and are\nlocated entirely on the Real Property, and none of the Real Property is located\nwithin any flood plain.\n\n                  3.13.2 Except as otherwise set forth on SCHEDULE 3.13, with\nrespect to each leasehold interest included in the Real Property, neither the\nCompany Entity holding such interest nor the landlord is in default under any\nagreement relating thereto (nor, to the knowledge of Seller, is any other party\nthereto), and such leasehold interest (i) is valid, subsisting and in full force\nand effect; (ii) is free and clear of all Encumbrances of any nature whatsoever,\nand without reservation or exclusion of any mineral, timber or other rights or\ninterests, except for (a) liens for real estate Taxes not yet due and payable,\n(b) easements, rights-of-way and restrictions of record, all of which, to the\nknowledge of Seller, are described in SCHEDULE 3.13, and (c) statutory liens in\nfavor of landlords with respect to rent not yet due and payable, (d) any other\nclaims or Encumbrances which are described in SCHEDULE 3.13 and annotated to\nindicate whether such claims or Encumbrances will be removed prior to or at\nClosing, and (e) those non-monetary Encumbrances which do not, individually or\nin the aggregate, materially interfere with the use of such Real Property or\nmaterially detract from its value; and (iii) will at Closing include enforceable\nrights to nondisturbance with respect to all prior Encumbrances and peaceful and\nquiet enjoyment, so long as the Company Entity party thereto fulfills its\nobligations under the lease and\/or mortgage therefor.\n\n\n                                       29\n\n\n\n                  3.13.3 Except as otherwise set forth on SCHEDULE 3.13, all\nReal Property (including the improvements thereon) (i) is in good condition and\nrepair in accordance with normal and customary industry practices (excepting\nordinary wear and tear), (ii) is available for immediate use in the conduct of\nthe business or operations of the Company Entities and (iii) complies in all\nmaterial respects with all applicable building, safety and zoning codes and the\nregulations of any Governmental Authority having jurisdiction. Except as\notherwise set forth on SCHEDULE 3.13, none of the Real Property or buildings or\nimprovements thereon are subject to \"permitted non-conforming use\" or \"permitted\nnon-conforming structure\" classifications. There are no condemnation proceedings\nor eminent domain proceedings, lawsuits or legal proceedings of any kind pending\nor, to the knowledge of Seller, threatened in connection with any of the Real\nProperty. The Real Property and the present use and condition thereof do not\nviolate in any material respect any applicable deed restrictions or other\ncovenants, restrictions, agreements, existing site plan approvals, or in any\nmaterial respect, any zoning or subdivision regulations or urban redevelopment\nplans applicable to the Real Property as modified by any duly issued variances,\nand no permits, licenses or certificates pertaining to the ownership or\noperation of the Real Property, other than those which are transferable with the\nReal Property and the Material Licenses, are required by any Governmental\nAuthority having jurisdiction over the Real Property or their operation. Except\nas otherwise set forth on SCHEDULE 3.13, the Company Entities have paid, or\nshall have paid prior to Closing, all amounts owing by any of the Company\nEntities to any architect, contractor, subcontractor or materialman for labor or\nmaterials performed, rendered or supplied to or in connection with any Real\nProperty. SCHEDULE 3.13 sets forth a true and complete list of all construction,\narchitect, engineering and other agreements, if any, relating to uncompleted\nconstruction projects entered into by any of the Company Entities in connection\nwith any Real Property involving amounts in excess of $250,000.\n\n         3.14     Environmental Matters. \n                  ---------------------\n\n                  3.14.1 Except as disclosed on SCHEDULE 3.14 hereto, (i) each\nCompany Entity's operations with respect to the Business and all Real Property\nhas complied and currently complies in all material respects with all applicable\nEnvironmental Laws; (ii) none of the Company Entities' operations thereon are\nsubject to any judicial or administrative proceeding alleging the violation of\nany Environmental Law; (iii) to the knowledge of Seller, none of the Real\nProperty is the subject of any federal or state investigation concerning any use\nor release of any Hazardous Material; (iv) neither Seller or any Company Entity\nnor, to the knowledge of Seller, any predecessor-in-title to the Real Property\nhas filed any notice under any federal or state law indicating past or present\ntreatment, storage or disposal of a hazardous waste or reporting a spill or\nrelease of a Hazardous Material into the environment; (v) none of the Company\nEntities has any material contingent liability in connection with any release of\nany Hazardous Material into the environment, and no release which could require\nmaterial remediation has occurred; (vi) none of the operations of the Company\nEntities on the Real Property involves the generation, transportation,\ntreatment, storage or disposal of Hazardous Materials of \"Reportable Quantity\"\n(as defined by CERCLA); and (vii) except in accordance in all material respects\nwith all legal requirements, none of the Company Entities has disposed of any\nHazardous Material of \n\n                                       30\n\n\n\nReportable Quantity in, on or about the Real Property and, to the knowledge of\nSeller, neither has any lessee, prior owner or other Person.\n\n                  3.14.2 Except as disclosed in SCHEDULE 3.14, there are no\nsurface impoundments or above ground or underground storage tanks located in, on\nor about the Real Property.\n\n         3.15 Contracts, Etc. All Material Contracts are listed in SCHEDULE 3.15\nhereto, and the Company Entities and Seller have delivered to Purchaser a true\nand complete copy of each such Material Contract. All of the Material Contracts\nare valid and binding upon the Company Entity that is party thereto, and, to the\nbest knowledge of Seller, the other parties thereto and are in full force and\neffect. Except as set forth on SCHEDULE 3.15 hereto, there is no existing\nmaterial default, event of default or other event with respect to the Material\nContracts to which any of the Company Entities is a party or by which any\nCompany Entity or its properties is bound which, with or without due notice or\nlapse of time or both, would constitute a material default or event of default\non the part of any of the Company Entities.\n\n         3.16 Patents, Trademarks, Trade Names, Etc. SCHEDULE 3.16 hereto sets\nforth a complete and correct list of all trademarks, trade names, service marks,\nservice names, brand names, copyrights, patents, privileges, domain names, url's\nand other similar intangible property rights and interests, registrations\nthereof and applications therefor used or useful in the conduct of the business\nof the Company Entities (collectively, the \"PATENT AND TRADEMARK RIGHTS\"),\ntogether with a complete list of all licenses granted by or to the Company\nEntities with respect to any of the above other than the ADT License Agreement.\nThe Patent and Trademark Rights are sufficient to conduct the business of each\nof the Company Entities as it is now being conducted. The Company Entities'\nright, title and interest in and to the Patent and Trademark Rights are valid\nand enforceable and uncontested and will be owned or available for continued use\nby the Company Entities after the Closing. No claims, notices, oppositions or\ndemands have been asserted by any third party with respect to any of the items\nlisted in SCHEDULE 3.16, and no Person has interfered with, infringed upon,\nmisappropriated, acted adversely to or otherwise come into conflict with the\nrights of any of the Company Entities in any of such items. To the best\nknowledge and belief of Seller, none of the Company Entities has interfered\nwith, infringed upon, misappropriated, acted adversely to or otherwise come into\nconflict with any trademarks, trade names, copyrights, patents, patent\napplications, know-how, methods or processes owned by any other Person or\nPersons, and there is no claim or action pending or, to the knowledge of Seller,\nthreatened with respect thereto.\n\n         3.17 Labor Matters and Employee Relations. Attached hereto as SCHEDULE\n3.17 is a list of all current employees of the Company Entities with an annual\nbase salary in excess of $50,000, including their titles and annual wages,\nsalary and bonus information. Except as otherwise set forth on SCHEDULE 3.17\nhereto:\n\n                  3.17.1 Neither Seller nor any of the Company Entities has\nreceived notice (or has knowledge) that any present or former employee, or union\nor other collective bargaining agents \n\n                                       31\n\n\n\nclaiming to represent any employee, of the Company Entities has advanced a claim\nin writing or orally against any Company Entity (whether under any foreign,\nfederal, state or common law, through any Governmental Authority, under an\nemployment agreement, collective bargaining agreement, personal service or\nindependent contractor agreement or otherwise) that is currently pending or\nthreatened, including without limitation, any claim for (i) overtime pay, other\nthan overtime pay for the current period; (ii) wages, salaries or profit sharing\n(excluding wages, salaries or profit sharing for the current payroll period);\n(iii) vacations, time off (including, without limitation, potential sick leave)\nor pay in lieu of vacation or time off, other than vacation or time off (or pay\nin lieu thereof) earned in respect of any Company Entity's current fiscal year;\n(iv) any violation of any statute, ordinance or regulation relating to minimum\nwages or maximum hours of work; (v) discrimination against employees on any\nbasis; (vi) unlawful employment or termination practices; (vii) unfair labor\npractices or alleged violations of collective bargaining agreements; (viii) any\nviolation of occupational safety and\/or health standards; (ix) benefits under\nany Employee Plan or Compensation Agreement; (x) breach of any employment,\npersonal service or independent contractor agreement; or (xi) the\nmisclassification of employees as independent contractors.\n\n                  3.17.2 Except as set forth in SCHEDULE 3.17, within the past\nfive years, none of the Company Entities has been the subject of any union\norganizing activity or labor dispute, nor has there been any strike, slowdown,\npicketing or work stoppage of any kind called, or, to the knowledge of Seller,\nthreatened to be called, against any Company Entity. None of the Company\nEntities has violated in any material respect any applicable federal or state\nlaw or regulation relating to labor or labor practices, including, without\nlimitation, those related to wages, hours, collective bargaining, occupational\nsafety, discrimination and the payment of social security and other\npayroll-related Taxes. Except as set forth in SCHEDULE 3.17, none of the Company\nEntities is a party to any collective bargaining agreement, no such agreement\ndetermines the terms and conditions of employment of any employee of any of the\nCompany Entities, no union or other collective bargaining agent has been\nrecognized or certified, or claims to be, or has requested recognition as, a\nrepresentative of any of the employees of any of the Company Entities and, to\nthe knowledge of Seller, no representation campaign or election is now in\nprogress or threatened with respect to any of the employees of any of the\nCompany Entities.\n\n                  3.17.3 There is not pending or threatened by written notice to\nany of the Company Entities or Seller any charge or complaint against any of the\nCompany Entities by or before the National Labor Relations Board, any\nrepresentative thereof or any comparable foreign or state agency or authority.\n\n                  3.17.4 Except as set forth on SCHEDULE 3.17, neither Seller\nnor any of the Company Entities has any written or oral contracts of employment\nwith any current employee of the Company Entities, except for oral employment\ncontracts terminable at will without penalty.\n\n                                       32\n\n\n\n         3.18     Benefit Plans.\n                  -------------\n\n                  3.18.1 All of the Employee Plans and Compensation Arrangements\nthat provide benefit coverage to employees or former employees of the Company\nEntities are listed and described in SCHEDULE 3.18, and complete and accurate\ncopies of (including any amendments to) any such written Employee Plans and\nCompensation Arrangements (or related insurance policies) have been furnished to\nPurchaser, along with copies of any employee handbooks or similar documents\ndescribing such Employee Plans and Compensation Arrangements. Any unwritten\nEmployee Plans or Compensation Arrangements also are listed in SCHEDULE 3.18,\nand complete descriptions have been furnished to Purchaser. Except as disclosed\nin SCHEDULE 3.18, neither Seller nor any of the Company Entities is a party to\nand\/or has in effect or to become effective after the date of this Agreement any\nplan arrangement or other scheme which will become an Employee Plan or\nCompensation Arrangement (including, but not limited to, any bonus, cash or\ndeferred compensation, severance, medical, pension, profit sharing or thrift,\nstock option, employee stock ownership, life or group insurance, death benefit,\nvacation, sick leave, disability or trust agreement or arrangement) or any\namendment to an Employee Plan or Compensation Arrangement.\n\n                  3.18.2 Seller has furnished to Purchaser the Forms 5500 filed\nfor each of the Employee Plans listed in SCHEDULE 3.18 (including all\nattachments and schedules) and all actuarial reports, summaries of material\nmodifications, summary annual reports and any other employer notices (including\ngovernmental filings and descriptions of material changes to Employee Plans)\nrelating to the such Employee Plans, all of which shall be provided for the last\nthree plan years. Seller also have furnished to Purchaser the current summary\nplan descriptions for such Employee Plans.\n\n                  3.18.3 Each Employee Plan and Compensation Arrangement has\nbeen administered in compliance with its own terms and in material compliance\nwith the provisions of ERISA, the Code, the Age Discrimination in Employment Act\nand any other applicable federal or state laws.\n\n                  3.18.4 Except as set forth in SCHEDULE 3.18, none of the\nCompany Entities nor any ERISA Affiliate thereof is contributing to, is required\nto contribute to, or has contributed within the last six years to, any\nMultiemployer Plan, and none of the Company Entities nor any ERISA Affiliate\nthereof has incurred within the last six years, or reasonably expects to incur,\nany \"withdrawal liability,\" as defined under Section 4201 ET SEQ. of ERISA.\n\n                  3.18.5 At all times on or prior to the Closing, each Employee\nPlan, to the extent such Employee Plan is intended to be tax-qualified,\nsatisfies all minimum coverage and minimum participation requirements, if any,\nimposed on such Employee Plan by the applicable terms of the Code and ERISA.\n\n                                       33\n\n\n\n                  3.18.6 Neither Seller nor any of the Company Entities is aware\nof the existence of any governmental inspection, investigation, audit or\nexamination of any Employee Plan or Compensation Arrangement or of any facts\nwhich would lead them to believe that any such governmental inspection,\ninvestigation, audit or examination is pending or threatened. There exists no\naction, suit or claim (other than routine claims for benefits) with respect to\nany Employee Plan or Compensation Arrangement pending or, to the knowledge of\nSeller and any of the Company Entities, threatened against any of such plans or\narrangements, and neither Seller nor any of the Company Entities possesses any\nknowledge of any facts which could give rise to any such action, suit or claim.\n\n                  3.18.7 Except as described in SCHEDULE 3.18, neither Seller\nnor any ERISA Affiliate thereof sponsors, maintains or contributes to any\nEmployee Plan or Compensation Arrangement that provides medical or death benefit\ncoverage to former employees of the Company Entities, except to the extent\nrequired by Section 4980B of the Code. SCHEDULE 3.18 lists all active and former\nemployees of the Company Entities eligible for a benefit, if any, described in\nthe preceding sentence.\n\n                  3.18.8 Except as described in SCHEDULE 3.18, with respect to\neach Employee Plan and, to the extent applicable, each Compensation Arrangement:\n(i) each Employee Plan that is intended to be tax-qualified, and each amendment\nthereto, is the subject of a favorable determination letter, and no plan\namendment that is not the subject of a favorable determination letter would\naffect the validity of an Employee Plan's letter; (ii) no condition or event\nexists or is expected to occur that could subject, directly or indirectly,\nSeller or any ERISA Affiliate thereof to any material liability, contingent or\notherwise, or the imposition of any lien on the assets of the Company Entities\nor any ERISA Affiliate thereof under the Code or Title IV of ERISA whether to\nthe Pension Benefit Guaranty Corporation, the Internal Revenue Service or any\nother Person; (iii) no Employee Plan ever has incurred an \"accumulated funding\ndeficiency,\" as such term is defined in Section 302(a)(2) of ERISA and Section\n412(a) of the Code, whether or not waived, and otherwise always has fully met\nthe funding standards required under Title I of ERISA and Section 412 of the\nCode; (iv) no \"reportable event,\" as that term is defined in Section 4043(b)(1)\nthrough (8) of ERISA and, to the knowledge of Seller and the Company Entities,\nSection 4043(b)(9) of ERISA, ever has occurred with respect to any Employee Plan\nand no reportable event requires prior notice; (v) there are no unfunded\nliabilities with respect to any Employee Plan, i.e., the actuarial present value\nof all \"benefit liabilities\" (determined within the meaning of Section 401(a)(2)\nof the Code) under such Employee Plan, whether or not vested, does not exceed\nthe current value of the assets of such Employee Plan; (vi) no prohibited\ntransaction, within the definition of Section 4975 of the Code or Title 1, Part\n4 of ERISA, has occurred which would subject Seller or any ERISA Affiliate\nthereof to any liability; and (vii) all contributions, premiums or payments\naccrued, in whole or in part, under each Employee Plan or Compensation\nArrangement or with respect thereto as of the Closing will be paid by Seller, on\nor prior to Closing or, if later, within the time period permitted by ERISA and\nthe Code.\n\n\n                                       34\n\n\n\n                  3.18.9 With respect to the Company Entities, SCHEDULE 3.18\ncontains a complete and accurate list of all qualified beneficiaries, as defined\nunder Section 4980B(g)(1) of the Code, as of the effective date of this\nAgreement (including qualified beneficiaries who are in the election period for\ncontinuation coverage but who have not yet elected continuation coverage), the\ndate of the applicable qualifying event and the nature of the qualifying event\nrelating to the duration of such coverage. There have been no failures to\nprovide continuation coverage as required by Section 4980B(f) of the Code.\nSeller agrees to provide to Purchaser at Closing an updated list of such\nqualified beneficiaries, as described above, effective as of the Closing Date.\n\n                  3.18.10 Except as disclosed on SCHEDULE 3.18, neither the\nexecution and delivery of this Agreement nor the consummation of the\ntransactions contemplated hereby will (i) result in any material payment\n(including, without limitation, severance or unemployment compensation) becoming\ndue to any director or employee of the Company Entities; (ii) result in the\nacceleration of vesting under any Employee Plan or Compensation Arrangement; or\n(iii) materially increase any benefits otherwise payable under any Employee\nPlan; and any such payment or increase in benefits is fully deductible under the\nCode, including, but not limited to, Sections 162, 280G and 404.\n\n                  3.18.11 Except as set forth on SCHEDULE 3.18, all Employee\nPlans that provide health and welfare benefits coverage to current and\/or former\nemployees, directors or independent contractors of the Company Entities are\nfully insured.\n\n                  3.18.12 The assets in the ADT Automotive Holdings, Inc.\nExecutive Retirement Trust out of which the benefits accrued under the Pension\nPlan are paid consist of an amount sufficient to provide for lump sum payments\nto those employees and\/or former employees of Seller and\/or the Company Entities\nentitled to benefits under the Pension Plan either upon termination of the\nPension Plan or in the event of a \"change of control,\" as such term is defined\nin the Pension Plan.\n\n                  3.18.13 No current or former employee of the Company Entities\nis entitled to make a claim for long-term disability benefit coverage under any\nEmployee Plan, except for those employees or former employees of the Company\nEntities set forth in SCHEDULE 3.18 who currently are receiving long-term\ndisability benefit coverage under a long-term disability program previously\nsponsored by the Company Entities that is fully insured. The Company Entities\nretain no liability of any nature, including, but not limited to, the payment of\ninsurance premiums, with respect to the provision of long-term disability\ncoverage to the employees or former employees set forth in SCHEDULE 3.18.\n\n                  3.18.14 For purposes of this Agreement, the following terms\nshall have the meanings indicated: (i) \"EMPLOYEE PLAN\" shall mean any retirement\nor welfare plan or arrangement or any other employee benefit plan as defined in\nSection 3(3) of ERISA to which the Company Entities or any ERISA Affiliate\nthereof contribute or to which the Company Entities or any ERISA Affiliate\nthereof sponsor, maintain or otherwise are bound; (ii) \n\n\n                                       35\n\n\n\n\"COMPENSATION ARRANGEMENT\" shall mean any plan or compensation arrangement other\nthan an Employee Plan, whether written or unwritten, which provides to\nemployees, former employees, officers, directors and shareholders of the Company\nEntities or any ERISA Affiliate thereof any compensation or other benefits,\nwhether deferred or not, in excess of base salary or wages, including, but not\nlimited to, any bonus or incentive plan, stock rights plan, deferred\ncompensation arrangement, life insurance, stock purchase plan, severance pay\nplan and any other employee fringe benefit plan; (iii) \"ERISA\" shall mean the\nEmployee Retirement Income Security Act of 1974, as amended, any successor\nthereto and any regulations promulgated thereunder; (iv) \"MULTIEMPLOYER PLAN\"\nmeans a plan, as defined in ERISA Section 3(37), to which the Company Entities\nor any ERISA Affiliate thereof has contributed, is contributing or is required\nto contribute; and (v) \"ERISA AFFILIATE\" shall mean any trade or business\nrelated to the Company Entities under the terms of Sections 414(b), (c), (m) or\n(o) of the Code.\n\n         3.19 Title to Assets. Except for leased assets described in SCHEDULE\n3.19 or as otherwise set forth in SCHEDULE 3.19, the Company Entities have sole,\ngood, valid and, in the case of Real Property, marketable title to, all Real\nProperty, and all tangible and intangible personal properties and assets used in\nthe conduct of the Business of the Company Entities, including, without\nlimitation, the Patent and Trademark Rights (and no Affiliate of the Company\nEntities (other than a Company Entity) has any right, title or interest\ntherein); except for (i) such as are no longer used or useful in the conduct of\nthe Business or as have been disposed of in the ordinary course of business\nconsistent with past practices, (ii) with respect to owned Real Property, other\nthan those which do not materially interfere with the use or materially detract\nfrom the value of the Real Property, as currently used and as reasonably\nanticipated to be used, all of which, to the knowledge of Seller, are described\nin SCHEDULE 3.19, (iii) liens arising from current Taxes not yet due and payable\nand (iv) any other Encumbrances which are described in SCHEDULE 3.19 and\nannotated to indicate whether such Encumbrances will be removed prior to or at\nClosing. Except pursuant to this Agreement, neither Seller nor any of the\nCompany Entities is a party to any contract or obligation whereby there has been\ngranted to anyone an absolute or contingent right to purchase, obtain or acquire\nany rights in any of the assets, properties or operations of any of the Company\nEntities.\n\n         3.20 Accounts Receivable. All of the accounts receivable of the\nAcquired Company shown on the Financial Statements or thereafter acquired\nreflect actual transactions, arose in the ordinary course of business and are\nnot subject to offset or deduction.\n\n         3.21 Insurance. SCHEDULE 3.21 contains a complete list and brief\ndescription of all insurance policies maintained by the Company Entities. All\npolicies of insurance listed in SCHEDULE 3.21 are in full force and effect and\nwill remain in effect until the Closing Date.\n\n         3.22 Guaranties. Except as set forth in SCHEDULE 3.22, none of the\nCompany Entities is, directly or indirectly, (i) liable, by guaranty or\notherwise, upon or with respect to, (ii) obligated by discount or repurchase\nagreement or in any other way to provide funds in respect of or (iii) obligated\nto guarantee or assume any debt, dividend or other obligation of any Person,\n\n                                       36\n\n\n                                       2\n\n\nexcept endorsements made in the ordinary course of business in connection with\nthe deposit of items for collection.\n\n         3.23 Full Disclosure. To the knowledge of Seller, no statement\ncontained herein or in any certificate, Schedule, Exhibit, list or other\ninstrument furnished to Purchaser pursuant to the provisions hereof contains, or\nwill contain, any untrue statement of any material fact or omits, or will omit,\nto state a material fact necessary in order to make the statements contained\nherein or therein, in the light of the circumstances under which they were made,\nnot misleading.\n\n4.       REPRESENTATIONS AND WARRANTIES OF PURCHASER.\n         -------------------------------------------\n\n         Purchaser represents and warrants to Seller, as of the date hereof and\nas of the Closing Date, as follows:\n\n         4.1 Organization and Standing. Purchaser is a corporation duly\norganized, validly existing and in good standing under the laws of the State of\nNevada. Purchaser is duly qualified and licensed to do business as a foreign\ncorporation and is in good standing in each jurisdiction where such\nqualification and\/or licensing is necessary.\n\n         4.2 Authority and Status. Purchaser has the full corporate power and\nauthority to execute and deliver this Agreement and the Related Agreements to be\nexecuted and delivered by Purchaser, to carry out and perform its obligations\nunder the terms of this Agreement and the Related Agreements to be executed and\ndelivered by it and to consummate the transactions contemplated hereby, without\nthe necessity of any act, approval or consent of any other Person whomsoever.\nAll corporate action on the part of Purchaser and its directors and shareholders\nnecessary for the authorization, execution, delivery and performance by\nPurchaser of this Agreement and the Related Agreements to be executed and\ndelivered by Purchaser has been taken or will have been taken on or prior to the\nClosing Date. This Agreement and the Related Agreements to be executed and\ndelivered by Purchaser constitute or will, when executed and delivered,\nconstitute the valid and binding obligations of Purchaser, enforceable against\nit in accordance with their respective terms, except as enforceability may be\nlimited by bankruptcy, insolvency, reorganization, moratorium and other similar\nlaws from time to time in effect affecting the enforcement of creditors' rights\ngenerally, and except as enforcement of remedies may be limited by general\nequitable principles.\n\n         4.3      Consents and Approvals; Noncontravention.\n                  ----------------------------------------\n\n                  4.3.1 Except as set forth on SCHEDULE 4.3 and except for\ncompliance with any applicable requirements of the HSR Act, there is no\nrequirement applicable to Purchaser to make any filing with, or to obtain any\npermit, authorization, consent or approval of, any Governmental Authority as a\ncondition to the lawful consummation by Purchaser of the purchase of the Shares\nor to enable Purchaser to hold the Shares and conduct the full Business and\noperations of the Company Entities as presently conducted pursuant to this\nAgreement.\n\n                                       37\n\n\n\n\n                  4.3.2 Except as set forth on SCHEDULE 4.3, the execution,\ndelivery and performance of this Agreement by Purchaser do not, and the\nconsummation of the transactions contemplated hereby will not (with or without\nthe giving of notice, the lapse of time or both), (i) conflict with or result in\nany breach of any provision of the Articles of Incorporation or Bylaws of\nPurchaser or (ii) violate any applicable law, rule, regulation, order, writ,\njudgment, ordinance, injunction or decree of any Governmental Authority to which\nPurchaser is a party or is bound.\n\n         4.4 Purchase for Investment. Purchaser is purchasing the Shares for\ninvestment for its own account and not with a view to, or for sale in connection\nwith, any distribution thereof. Purchaser (either alone or together with its\nadvisors) has sufficient knowledge and experience in financial and business\nmatters so as to be capable of evaluating the merits and risks of its investment\nin the Shares and is capable of bearing the economic risks of such investment.\n\n         4.5 Inspections; No Other Representations. Purchaser agrees to accept\nthe Shares and the Company Entities on the condition they are in on the Closing\nDate based upon its own inspection, examination and determination with respect\nthereto as to all matters, and without reliance upon any express or implied\nrepresentations or warranties of any nature made by or on behalf of or imputed\nto Seller, except as expressly set forth in this Agreement. Without limiting the\ngenerality of the foregoing, Purchaser acknowledges that Seller make no\nrepresentation or warranty with respect to (i) any projections, estimates or\nbudgets delivered or made available to Purchaser of future revenues, future\nresults of operations (or any component thereof), future cash flows or future\nfinancial condition (or any component thereof) of any of the Company Entities or\nthe future business and operations of any of the Company Entities or (ii)\noperations or any other information or documents made available to Purchaser or\nits counsel, accountants or advisors with respect to any of the Company Entities\nor their respective businesses or operations, except as expressly set forth in\nthis Agreement. Notwithstanding the foregoing, nothing in this Section 4.5 shall\nlimit, affect or impair the ability of Purchaser, its successors or assigns to\nrely upon the representations, warranties, covenants and obligations of Seller\nset forth herein.\n\n         4.6 Availability of Funds. Purchaser has, and will have, as of the\nClosing Date, available sufficient cash, available or committed lines of credit\nor other immediately available funds to enable it to consummate the transactions\ncontemplated hereby.\n\n5.       CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER.\n         ------------------------------------------------\n\n         The obligations of Purchaser to consummate the transactions\ncontemplated by this Agreement to occur at Closing shall be subject to the\nsatisfaction, on or before the Closing Date, of each and every one of the\nfollowing conditions, all or any of which may be waived, in whole or in part, by\nPurchaser, but without prejudice to any other right or remedy which Purchaser\nmay have hereunder as a result of any misrepresentation by, or breach of any\ncovenant or warranty of, Seller contained in this Agreement or any other\ncertificate or instrument furnished by Seller hereunder.\n\n\n                                       38\n\n\n\n\n         5.1 Representations True At Closing. The representations and warranties\nof Seller set forth in Sections 3.2, 3.3, 3.4 and 3.19 shall be true and correct\nin all material respects as of the Closing Date, as though made on the Closing\nDate, except to the extent such representations and warranties expressly relate\nto an earlier date (in which case such representations and warranties shall be\ntrue and correct in all material respects as of such earlier date). All other\nrepresentations and warranties of Seller set forth in this Agreement shall be\ntrue and correct as of the Closing Date, as though made on the Closing Date,\nexcept (i) to the extent any such representation or warranty expressly relates\nto an earlier date (in which case such representation and warranty shall be true\nand correct as of such earlier date, subject to clause (iii) below); (ii) for\nchanges in the accuracy of such representations or warranties that result from\nactions which are expressly permitted by this Agreement; or (iii) any inaccuracy\nin the representations and warranties that, individually or in the aggregate\n(and without regard to any materiality qualifiers contained therein) are not\nreasonably likely to have a Material Adverse Effect.\n\n         5.2 Covenants. Seller shall have duly performed in all material\nrespects all of the covenants, acts and undertakings to be performed by it on or\nprior to the Closing Date.\n\n         5.3 No Material Adverse Change. Since the date of this Agreement, there\nshall not have been any Material Adverse Effect or any damage, destruction or\nloss materially adversely affecting the assets or the business of the Company\nEntities.\n\n         5.4 Officer's Certificate. A duly authorized officer of Seller shall\ndeliver to Purchaser a certificate dated as of the Closing Date certifying,\nwithout personal liability, to the compliance with the conditions set forth in\nSections 5.1, 5.2 and 5.3 above.\n\n         5.5 Consents and Waivers. Purchaser shall have received a true and\ncorrect copy of each consent and waiver that has been marked with an asterisk on\nSCHEDULE 3.9 in form and substance consistent with the requirements of Section\n2.5 and otherwise reasonably satisfactory to Purchaser, without any conditions\n(on any Company Entity, Purchaser or any of their Affiliates), changes,\nmodifications or additions to the underlying contract, agreement, license,\npermit or other authorizations for which consent or approval was sought, other\nthan those of an immaterial or ministerial nature.\n\n         5.6 Regulatory Approvals. The waiting period specified under the HSR\nAct shall have lapsed or been terminated, and no action, suit or other\nproceeding shall have been instituted, threatened or proposed by any\nGovernmental Authority, and no order issued by any Governmental Authority shall\nbe outstanding which would (i) enjoin, restrain, prohibit or obtain substantial\ndamages against Purchaser or any of its Affiliates in respect of, or which is\nrelated to, or arising out of, this Agreement or the consummation of the\ntransactions contemplated hereby, (ii) prohibit or limit the ownership or\noperation by Purchaser or any of its Affiliates of all or any portion of the\nbusiness, operations or assets of Purchaser or any of its Affiliates, (iii)\ncompel Purchaser or any Affiliate of Purchaser to dispose of or hold separate\nall or any portion of the business, operations or assets of Purchaser or any of\nits Affiliates, (iv) impose limitations (other \n\n                                       39\n\n\n\nthan routine reporting requirements) on the ability of Purchaser to acquire or\nhold, or exercise full rights of ownership of, any shares of capital stock of\nany of the Company Entities, including the right to vote such capital stock on\nall matters properly presented to the applicable shareholders, or (v) prohibit\nPurchaser or any of its Affiliates from effectively controlling in any respect\nthe business or operations of Purchaser or its Affiliates. The execution and the\ndelivery of this Agreement and the consummation of the transactions contemplated\nhereby shall have been approved by all regulatory authorities whose approvals\nare required by law, including state governmental approvals with respect to\nauction and dealer licenses held by any of the Company Entities listed on\nSCHEDULE 5.6 attached hereto.\n\n         5.7 Judgment. There shall not be in effect on the date on which the\nClosing is to occur any judgment, decree, order or other prohibition of a court\nof competent jurisdiction having the force of law that would prevent the\nClosing; provided that Purchaser shall have used commercially reasonable efforts\nto prevent the entry of any such judgment, decree, order or other prohibition\nand to appeal as expeditiously as possible any such judgment, decree, order or\nother prohibition that may be entered.\n\n         5.8 Redemption or Repurchase of Preferred Stock. Seller shall have\ncaused the Acquired Company to redeem or repurchase the Preferred Stock held by\nthe Preferred Stockholder pursuant to Section 2.14.\n\n         5.9 Deliveries. Seller shall have made or stand willing to make all the\ndeliveries to Purchaser described in Section 7.2.1.\n\n6.       CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER.\n         ---------------------------------------------\n\n         The obligations of Seller to consummate the transactions contemplated\nby this Agreement to occur at Closing shall be subject to the satisfaction, on\nor before the Closing Date, of each and every one of the following conditions,\nall or any of which may be waived, in whole or in part, by Seller, but without\nprejudice to any other right or remedy which Seller may have hereunder as a\nresult of any misrepresentation by, or breach of any covenant or warranty of,\nPurchaser contained in this Agreement or any other certificate or instrument\nfurnished by Purchaser hereunder.\n\n         6.1 Representations True at Closing. The representations and warranties\nof Purchaser set forth in this Agreement shall be true and correct in all\nmaterial respects at and as of the Closing Date (except to the extent such\nrepresentations and warranties expressly relate to an earlier date in which case\nsuch representations shall be true and correct in all material respects as of\nsuch earlier date) as though made at and as of the Closing Date.\n\n         6.2 Covenants. Purchaser shall have duly performed in all material\nrespects all of the covenants, acts and undertakings to be performed by it on or\nprior to the Closing Date.\n\n                                       40\n\n\n\n         6.3 Officers' Certificate. A duly authorized officer of Purchaser shall\ndeliver a certificate dated as of the Closing Date certifying, without personal\nliability, to the compliance with the conditions set forth in Sections 6.1 and\n6.2 above.\n\n         6.4 Regulatory Approvals. The waiting period specified under the HSR\nAct shall have lapsed or been terminated, and no action, suit or other\nproceeding shall have been instituted, threatened or proposed by any\nGovernmental Authority, and no order issued by any Governmental Authority shall\nbe outstanding which would (i) enjoin, restrain, prohibit or obtain substantial\ndamages against Seller or any of its Affiliates in respect of, or which is\nrelated to, or arising out of, this Agreement or the consummation of the\ntransactions contemplated hereby, (ii) prohibit or limit the ownership or\noperation by Seller or any of its Affiliates of all or any portion of the\nbusiness, operations or assets of Seller or any of its Affiliates, (iii) compel\nSeller or any Affiliate of Seller to dispose of or hold separate all or any\nportion of the business, operations or assets of Seller or any of its\nAffiliates, or (iv) prohibit Seller or any of its Affiliates from effectively\ncontrolling in any respect the business or operations of Seller or its\nAffiliates. For purposes of this Section 6.4, Affiliates of Seller shall not\ninclude the Company Entities.\n\n         6.5 Judgment. There shall not be in effect on the date on which the\nClosing is to occur any judgment, decree, order or other prohibition of a court\nof competent jurisdiction having the force of law that would prevent the\nClosing; provided that the Company Entities and Seller shall have used\ncommercially reasonable efforts to prevent the entry of any such judgment,\ndecree, order or other prohibition and to appeal as expeditiously as possible\nany such judgment, decree, order or other prohibition that may be entered.\n\n         6.6 Deliveries. Purchaser shall have made or stand willing to make all\nthe deliveries to Seller described in Section 7.2.2.\n\n7.       CLOSING. \n         -------\n\n         7.1      Time and Place of Closing.\n                  -------------------------\n\n                  7.1.1 Subject to the satisfaction or, to the extent permitted\nby law, waiver, of the closing conditions set forth in Articles 5 and 6, and\nsubject to Sections 7.1.2 and 7.1.3, the Closing shall be held at the offices of\nDow, Lohnes &amp; Albertson, PLLC, located at One Ravinia Drive, Suite 1600,\nAtlanta, Georgia 30346, on the date and time specified by Purchaser by notice to\nSeller, which specified date shall be on the first Friday which is at least\nthree business days after (i) the consents described in Section 5.5 shall have\nbeen obtained or waived, and (ii) the applicable waiting periods required under\nthe HSR Act have expired or otherwise terminated (or at such other place and\/or\non such other date as Purchaser and Seller may mutually agree), but, subject to\nSection 7.1.3, in no event will the Closing be held later than ten months from\nthe date hereof (the \"UPSET DATE\"). The Closing contemplated hereunder shall,\nfor all purposes hereunder, be final, effective and deemed to have occurred at\nand as of 11:59 p.m. Eastern Time on the Closing Date, with any reference to\nClosing Date hereunder for the purpose of closing \n\n                                       41\n\n\n\nadjustments being deemed to mean such time (the \"ADJUSTMENT TIME\"). Seller shall\nhave been deemed to have retained all of the Shares with all attendant benefits,\nrights, obligations and liabilities, in the Company Entities until 11:59 p.m.\nEastern Time on the Closing Date.\n\n                  7.1.2 If on the date on which the Closing would otherwise be\nrequired to take place pursuant to Section 7.1.1 above there shall be in effect\n(i) any judgment, decree, order or other prohibition of a court of competent\njurisdiction having the force of law that would prevent or make unlawful the\nClosing, or (ii) any other circumstance beyond the reasonable control of the\nCompany Entities, Seller or Purchaser shall exist that would prevent the Closing\nor the satisfaction of any of the conditions precedent to any party set forth in\nArticle 5 or 6, then either Seller or Purchaser may, at its option, postpone the\ndate on which the Closing is required to take place until such date, to be set\nby the party that elects to postpone the date for Closing pursuant to this\nSection 7.1.2 on at least ten business days' written notice to the other party,\nas soon as practicable after such judgment, decree, order or other prohibition\nceases to be in effect, or such other circumstance ceases to exist; provided,\nhowever, that any postponement of the date on which the Closing is required to\ntake place to a date beyond the Upset Date shall require the consent of Seller\nand Purchaser.\n\n                  7.1.3 Notwithstanding anything in this Agreement to the\ncontrary, if on the date scheduled for Closing, the Closing has not occurred\nbecause any notice period required by Section 7.1.1 or 7.1.2 has not lapsed, the\nUpset Date shall be extended until one business day after the lapse of such\nperiod.\n\n         7.2 Transactions At Closing. At the Closing, each of the following\ntransactions shall occur:\n\n                  7.2.1    At the Closing, Seller shall deliver to Purchaser the\nfollowing:\n\n                           (i) all certificates representing the Shares,\nincluding the Preferred Stock, duly endorsed for transfer or accompanied by\ninstruments of transfer reasonably satisfactory in form and substance to\nPurchaser and its counsel;\n\n                           (ii) copies of the consents and waivers described in\nSection 5.5 which have been obtained;\n\n                           (iii) certificates of compliance or a certificate of\ngood standing of each of the Company Entities, as of the most recent practicable\ndate, from the appropriate Governmental Authority of the jurisdiction of its\nincorporation and any other jurisdiction which is set forth in SCHEDULE 3.1\nhereto;\n\n                           (iv) certified copies of resolutions of the Board of\nDirectors of Seller approving the transactions set forth in this Agreement;\n\n                           (v) certificate of incumbency for the officers of\nSeller;\n\n                                       42\n\n\n\n                           (vi) the Non-Competition Agreement, executed by\nSeller and U.S. Parent;\n\n                           (vii) the certificate of a duly authorized officer of\nSeller described in Section 5.4;\n\n                           (viii) an opinion of internal counsel for Seller,\nParent and U.S. Parent substantially in the form of EXHIBIT G;\n\n                           (ix) the ADT License Agreement, executed by Licensor;\n\n                           (x) all minute books, corporate seals and corporate\nrecords of the Company Entities;\n\n                           (xi) copies of the Certificate of Incorporation or\nother applicable governing instruments, and all amendments thereof, of each of\nthe Company Entities, certified by the Secretary of State of the state in which\nsuch entity is incorporated;\n\n                           (xii) copies of the bylaws or other applicable\ngoverning instruments of each of the Company Entities certified by the\nrespective Secretary of each such Company Entity as being correct, complete and\nin full force and effect on the Closing Date;\n\n                           (xiii) the resignation of each of the directors and\nofficers of the Company Entities described in Section 2.7;\n\n                           (xiv) instruments and documents reasonably\nsatisfactory to Purchaser evidencing the redemption or repurchase by the\nAcquired Company of all of the Preferred Stock held by the Preferred\nStockholder; and\n\n                           (xv) a properly completed original I.R.S. Form W-8BEN\n(or other appropriate form), duly executed by Licensor, certifying that the\nroyalty paid to Licensor under the ADT License Agreement is subject to U.S.\nfederal withholding tax at a rate other than 30%.\n\n                  7.2.2 At the Closing, Purchaser shall deliver to Seller the\nfollowing:\n\n                           (i) cash, in immediately available funds, by wire\ntransfer, in the amount of the Purchase Price, as adjusted pursuant to Section\n2.2 hereof;\n\n                           (ii) the Non-Competition Agreement, executed by\nPurchaser;\n\n                           (iii) certified copies of the resolutions of the\nBoard of Directors of Purchaser approving the transactions set forth in this\nAgreement;\n\n                           (iv) certificates of incumbency for the officers of\nPurchaser;\n\n                                       43\n\n\n\n                           (v) the certificate of a duly authorized officer of\nPurchaser described in Section 6.3;\n\n                           (vi) an opinion of counsel for Purchaser\nsubstantially in the form of EXHIBIT H; and\n\n                           (vii) the ADT License Agreement, executed by\nPurchaser.\n\n8.       SURVIVAL OF REPRESENTATIONS AND WARRANTIES AND INDEMNIFICATION.\n         --------------------------------------------------------------\n\n         8.1 Survival of Representations and Warranties of Seller. All\nrepresentations, warranties, agreements, covenants and obligations made or\nundertaken by Seller in this Agreement or in any document or instrument executed\nand delivered pursuant hereto are material, have been relied upon by Purchaser\nand shall survive the Closing hereunder, subject to the limitations set forth in\nSection 8.4 to the extent applicable, and shall not merge in the performance of\nany obligation by any party hereto. Subject to the limitations set forth in this\nArticle 8, Seller agrees from and after Closing to indemnify and hold Purchaser\nor any of Purchaser's Affiliates, including the Company Entities, and their\nrespective successors and assigns, harmless from and against all liability,\nloss, damages or injury and all reasonable costs and expenses (including\nreasonable counsel fees and costs of any suit related thereto) (collectively,\n\"DAMAGES\") suffered or incurred by Purchaser or any of Purchaser's Affiliates,\nincluding any of the Company Entities, and their respective successors or\nassigns arising from, resulting from or relating to:\n\n                  8.1.1 any misrepresentation by, or breach of any covenant,\nagreement or warranty, of Seller contained in this Agreement or the Related\nAgreements or any certificate, schedule, document or instrument furnished by\nSeller pursuant thereto; or\n\n                  8.1.2 (i) the business or operations of the Company Entities\non or prior to the Closing Date whether or not disclosed on the Schedules\nhereto, except as and to the extent taken into account in calculating Working\nCapital as of the Adjustment Time; or (ii) liabilities or obligations of the\nCompany Entities attributable to acts or omissions, or the business or\noperations, of Seller or any of its Affiliates (other than the Company\nEntities); and in the case of either clause (i) or (ii) irrespective of when any\nclaim, suit, action, proceeding or investigation in respect of such matters is\nasserted or made.\n\nIt is understood and agreed by Seller that since the Acquired Company will be\nowned by Purchaser following the Closing, any recovery by Purchaser hereunder\nafter Closing will be against Seller, who will have no right of reimbursement or\ncontribution against the Acquired Company or any of the other Company Entities.\nAny examination, inspection or audit of the assets or business of the Company\nEntities conducted pursuant to this Agreement shall in no way \n\n\n                                       44\n\n\n\nlimit, affect or impair the ability of Purchaser, its successors or assigns to\nrely upon the representations, warranties, covenants and obligations of Seller\nset forth herein.\n\n         8.2 Survival of Representations and Warranties of Purchaser. All\nrepresentations, warranties, agreements, covenants and obligations made or\nundertaken by Purchaser in this Agreement or in any document or instrument\nexecuted and delivered pursuant hereto are material, have been relied upon by\nSeller and shall survive the Closing hereunder and shall not merge in the\nperformance of any obligation by any party hereto. Subject to the limitations\nset forth in this Article 8, Purchaser agrees from and after Closing to\nindemnify and hold Seller harmless from and against all Damages, suffered or\nincurred by Seller, its Affiliates and its successors or assigns arising from\nany misrepresentation by, or breach of any covenant or warranty of, Purchaser\ncontained in this Agreement, the Related Agreements or any certificate, document\nor instrument furnished by Purchaser pursuant thereto.\n\n         8.3 Assertion of Indemnification Claims. All claims for indemnification\nunder Section 8.1 or 8.2 shall be asserted and resolved as follows:\n\n                  8.3.1 Any Person entitled to indemnification is hereinafter\nreferred to as the \"INDEMNIFIED PARTY,\" and any Person obligated to provide such\nindemnification thereunder is hereinafter referred to as the \"INDEMNIFYING\nPARTY.\" If any claim or demand is asserted against or sought to be collected\nfrom an Indemnified Party by a third party, said Indemnified Party shall within\n15 days after the receipt of such claim or demand notify the Indemnifying Party\nof the claim or demand in writing, specifying the nature of and specific basis\nfor such claim or demand and the amount or the estimated amount thereof to the\nextent then feasible (the \"CLAIM NOTICE\"); provided, however, that the failure\nof the Indemnified Party to give timely notice hereunder shall not relieve the\nIndemnifying Party of its obligations under this Section 8.3.1 unless, and only\nto the extent that, the Indemnifying Party has been materially prejudiced\nthereby. The Indemnifying Party shall have 30 days from the personal delivery or\nreceipt of the Claim Notice (the \"NOTICE PERIOD\") to notify the Indemnified\nParty whether or not it desires, at the sole cost and expense of the\nIndemnifying Party, to defend the Indemnified Party against such claim or\ndemand; provided, however, that any Indemnified Party is hereby authorized prior\nto and during the Notice Period to file any motion, answer or other pleading\nthat it shall deem necessary or appropriate to protect its interests or those of\nthe Indemnifying Party but only to the extent such motion, answer or other\npleading is not prejudicial to the Indemnifying Party. If the Indemnifying Party\nnotifies the Indemnified Party within the Notice Period that it desires to\ndefend the Indemnified Party against such claim or demand then, except as\nhereinafter provided, the Indemnifying Party shall have the right to fully\ncontrol, defend and take remedial action with respect to such matters. If the\nIndemnified Party desires to participate in, but not control, any such defense,\nsettlement or remedial activity, it may do so at its sole cost and expense.\nNotwithstanding the foregoing, the Indemnified Party shall have the right to\nemploy separate counsel at the expense of the Indemnifying Party and to control\nits own defense with respect to any such claim or demand if (i) there are legal\ndefenses available to the Indemnified Party that are different from or\nadditional to those available to the Indemnifying Party, and (ii) a material\n\n                                       45\n\n\n\npotential conflict of interest exists between the Indemnified Party and the\nIndemnifying Party that would require such separate representation. If requested\nby the Indemnifying Party, the Indemnified Party agrees to cooperate with the\nIndemnifying Party and its counsel in contesting any claim or demand that the\nIndemnifying Party elects to contest, or, if appropriate and related to the\nclaim in question, in making any counterclaim against the Person asserting the\nthird party claim or demand, or any cross-complaint against any Person. No claim\nmay be settled or otherwise compromised without the prior written consent of the\nIndemnifying Party, which consent shall not be unreasonably withheld if the\nIndemnifying Party shall be released in full from any and all liabilities or\nobligations relating to such claim.\n\n                  8.3.2 If an Indemnified Party should have a claim against an\nIndemnifying Party hereunder which does not involve a claim or demand being\nasserted against or sought to be collected from it by a third party, the\nIndemnified Party shall send a Claim Notice with respect to such claim to the\nIndemnifying Party, and the Indemnifying Party shall have the right to fully\ncontrol, defend and take remedial action with respect to such matters.\n\n         8.4 Certain Limitations On Obligation to Indemnify. Notwithstanding\nanything contained in this Article 8 to the contrary, no party shall have any\nobligation to indemnify any other party or hold it harmless pursuant to this\nArticle 8:\n\n                  8.4.1 with regard to any claim for breach or alleged breach of\nany representation or warranty of such party, unless such claim is asserted by\nnotice to Seller or Purchaser, as the case may be, on or prior to the first\nanniversary of the Closing Date; provided, however that (i) any claim for\nviolation of the representations and warranties regarding title to the Shares\nand the assets of the Company Entities contained in this Agreement or in any\ndocuments or instruments delivered pursuant hereto shall survive indefinitely,\n(ii) any claim for violation of the representations and warranties set forth in\nSection 3.14 shall survive until the third anniversary of the Closing Date;\n(iii) any claim for violation of the representations and warranties set forth in\nSections 3.3, 3.6, 3.17 and 3.18, shall survive until the expiration of the\napplicable statute of limitations applicable to any claim or right of action\nrelated thereto, (iv) the covenants and agreements contained in this Agreement\nto be performed at Closing or during the period following Closing will survive\nuntil fully performed in accordance with their terms, (v) any claim for\nindemnity asserted pursuant to Section 8.1.2 shall survive indefinitely and (vi)\nthe covenants and agreements contained in Sections 2.3 and 2.14 shall survive\nindefinitely;\n\n                  8.4.2 until the aggregate amount of such other party's Damages\nexceeds Two Million Dollars ($2,000,000) (the \"THRESHOLD AMOUNT\"), in which case\nSeller or Purchaser, as the case may be, shall then be liable for such Threshold\nAmount and any amounts in excess of the Threshold Amount; provided, however,\nthat the limitations on Seller's indemnification obligations set forth in this\nSection 8.4.2 (i.e. the Threshold Amount) shall not apply (i) to any claim under\nSection 2.2, (ii) to any claim for a violation of the representations and\nwarranties regarding title to the Shares and the assets of the Company Entities\ncontained in this Agreement or in any documents or instruments delivered\npursuant hereto, (iii) with respect to those matters \n\n                                       46\n\n\n\nwhich are the subject of Section 8.1.2, (iv) to any covenants and agreements\ncontained in this Agreement to be performed at Closing or during the period\nfollowing Closing or (v) to the covenants and agreements contained in Sections\n2.3 and 2.14; and\n\n                  8.4.3 to the extent that the aggregate amount of such other\nparty's damages exceeds Seventy-Five Million ($75,000,000) (the \"CAP\");\nprovided, however, that the limitations on Seller's indemnification obligations\nset forth in this Section 8.4.3 (i.e. the Cap) shall not apply (i) to any claim\nunder Section 2.2, (ii) to any claim for a violation of the representations and\nwarranties regarding title to the Shares and the assets of the Company Entities\ncontained in this Agreement or in any documents or instruments delivered\npursuant hereto, (iii) with respect to those matters which are the subject of\nSection 8.1.2, (iv) to any covenants and agreements contained in this Agreement\nto be performed at Closing or during the period following Closing or (v) to the\ncovenants and agreements contained in Sections 2.3 and 2.14.\n\n9.       TERMINATION.\n         -----------\n\n         9.1 Agreement Between Seller and Purchaser. This Agreement may be\nterminated at any time prior to the Closing, and the purchase and sale of the\nShares abandoned, by written agreement among Seller and Purchaser.\n\n         9.2 Termination by Seller. This Agreement may be terminated at any time\nprior to the Closing by Seller, and the purchase and sale of the Shares\nabandoned, upon written notice to Purchaser, upon the occurrence of any of the\nfollowing:\n\n                  9.2.1 Conditions. If on any date determined for the Closing in\naccordance with Section 7.1 if each condition set forth in Article 5 has been\nsatisfied (or will be satisfied by the delivery of documents at the Closing) or\nwaived in writing by Purchaser on such date and either (i) a condition set forth\nin Article 6 has not been satisfied (or will not be satisfied by the delivery of\ndocuments at the Closing) or waived in writing by Seller on such date or (ii)\nPurchaser has nonetheless refused to consummate the Closing. Notwithstanding the\nforegoing, Seller may not rely on the failure of any condition set forth in\nArticle 6 to be satisfied if such failure was caused by Seller's failure to act,\nor to cause the Company Entities to act, in good faith or a breach of or failure\nto perform, or to cause the Company Entities to perform, any of its\nrepresentations, warranties, covenants or other obligations in accordance with\nthe terms of this Agreement.\n\n                  9.2.2 Upset Date. If the Closing shall not have occurred on or\nprior to the Upset Date, as extended as provided in Section 7.1.3, unless the\nfailure of the Closing to occur was caused by Seller's failure to act, or to\ncause the Company Entities to act, in good faith or a breach of or failure to\nperform, or to cause the Company Entities to perform, any of its\nrepresentations, warranties, covenants or other obligations in accordance with\nthe terms of this Agreement.\n\n\n                                       47\n\n\n         9.3 Termination by Purchaser. This Agreement may be terminated at any\ntime prior to the Closing by Purchaser, and the purchase and sale of the Shares\nabandoned, upon written notice to Seller, upon the occurrence of any of the\nfollowing:\n\n                  9.3.1 Conditions. If on any date determined for the Closing in\naccordance with Section 7.1 if each condition set forth in Article 6 has been\nsatisfied (or will be satisfied by the delivery of documents at the Closing) or\nwaived in writing by Seller on such date and either (i) a condition set forth in\nArticle 5 has not been satisfied (or will not be satisfied by the delivery of\ndocuments at the Closing) or waived in writing by Purchaser on such date or (ii)\nSeller has nonetheless refused to consummate the Closing. Notwithstanding the\nforegoing, Purchaser may not rely on the failure of any condition set forth in\nArticle 5 to be satisfied if such failure was caused by Purchaser's failure to\nact in good faith or a breach of or failure to perform any of its\nrepresentations, warranties, covenants or other obligations in accordance with\nthe terms of this Agreement.\n\n                  9.3.2 Upset Date. If the Closing shall not have occurred on or\nprior to the Upset Date, as extended as provided in Section 7.1.3, unless the\nfailure of the Closing to occur was caused by Purchaser's failure to act in good\nfaith or a breach of or failure to perform any of its representations,\nwarranties, covenants or other obligations in accordance with the terms of this\nAgreement.\n\n         9.4 Effect of Termination. If this Agreement is terminated as provided\nin this Article 9, then, subject to Purchaser's right to specific performance\nprovided below, which may be asserted without termination of this Agreement,\nthis Agreement will forthwith become null and void, and there will be no\nliability on the part of any party to any other party or any other Person in\nrespect thereof; provided that:\n\n                  9.4.1 Surviving Obligations. The obligations of the parties\ndescribed in Sections 2.12, 9.4, 9.5 and 10.4 (and all other provisions of this\nAgreement relating to expenses) will survive any such termination.\n\n                  9.4.2 Withdrawal of Applications. All filings, applications\nand other submissions relating to the consummation of the transaction\ncontemplated hereby shall, to the extent practicable, be withdrawn from the\nGovernmental Authority or other Person to whom made.\n\n                  9.4.3 Breach by Purchaser. No such termination will relieve\nPurchaser from liability for a breach by Purchaser of this Agreement, and, in\nsuch event, Seller shall have the right to monetary damages.\n\n                  9.4.4 Breach by Seller. No such termination will relieve\nSeller from liability for a breach of this Agreement. Purchaser may elect to\nspecifically enforce rather than terminate this Agreement in the event of\nSeller's breach, and, in such event, the parties recognize that \n\n\n                                       48\n\n\nmonetary damages alone will not be adequate. Purchaser, therefore, shall be\nentitled, in addition to any other remedies which may be available, including\nmonetary damages, to obtain specific performance of the terms of this Agreement.\nIn the event of any action to enforce this Agreement, Seller hereby waives the\ndefense that there is an adequate remedy at law.\n\n         9.5 Attorneys' Fees. Notwithstanding any provision in this Agreement\nthat may limit or qualify a party's remedies, in the event of a default by any\nparty that results in a lawsuit or other proceeding for any remedy available\nunder this Agreement, the prevailing party shall be entitled to reimbursement\nfrom the defaulting party of its reasonable legal fees and expenses (whether\nincurred at trial or on appeal).\n\n         9.6 Exclusivity. In the absence of fraud and other than any action to\nenforce Sections 10.14 and 10.16 hereof, after the Closing Date, Sections 2.8,\n2.9, 2.11 and 10.4 and the provisions of Article 8 shall provide the sole and\nexclusive remedy of any party for any misrepresentation or any breach of a\nwarranty or covenant set forth in or made pursuant to this Agreement; provided,\nhowever, that this provision shall not be construed to apply to the enforcement\nof the Non-Competition Agreement, the ADT License Agreement or the Guaranty.\n\n10.      GENERAL PROVISIONS. \n         ------------------\n\n         10.1 Notices. All notices, requests, demands and other communications\nhereunder shall be in writing and shall be delivered by courier or personal\ndelivery, telecopier (to be followed promptly by written confirmation mailed by\ncertified mail as provided below) or mailed by certified mail, return receipt\nrequested, postage prepaid, addressed as follows:\n\n                  10.1.1 If to Seller:\n\n                           ADT General Holdings, Inc.\n                           One Tyco Park\n                           Exeter, New Hampshire 03833\n                           Telecopier: (603) 778-7330\n                           Attn:  President\n\n                  with a copy to:\n\n                           ADT General Holdings, Inc.\n                           One Tyco Park\n                           Exeter, New Hampshire 03833\n                           Telecopier: (603) 778-2823\n                           Attn:  General Counsel\n\n\n                                       49\n\n\n                  10.1.2 If to Purchaser:\n\n                           Manheim Auctions, Inc.\n                           1400 Lake Hearn Drive, N.E.\n                           Atlanta, Georgia 30319\n                           Telecopier: (404) 843-5755\n                           Attn: Mr. G. Dennis Berry\n\n                  with a copy to:\n\n                           Cox Enterprises, Inc.\n                           1400 Lake Hearn Drive, N.E.\n                           Atlanta,  Georgia  30319\n                           Telecopier: (404) 843-5450\n                           Attn:  Andrew A. Merdek, Esq.\n\n                  and:\n \n                           Dow, Lohnes &amp; Albertson, PLLC\n                           1200 New Hampshire Ave., N.W.\n                           Washington, D.C. 20036-6802\n                           Telecopier: (202) 776-2222\n                           Attn:  John T. Byrnes, Esq.\n\n                  10.1.3 If delivered personally by courier or facsimile\ntransmission (confirmed as aforesaid and provided written confirmation and\nreceipt is obtained by the sender), the date on which the delivery of a notice,\nrequest, instruction or document is effective shall be the date on which such\ndelivery is actually received. Notices given by mail as aforesaid shall be\neffective and deemed received upon the date of actual receipt.\n\n                  10.1.4 Any party hereto may change its address specified for\nnotices herein by designating a new address by notice given to the other party\nin accordance with this Section 10.1.\n\n         10.2 Further Assurances. Each party hereto covenants that at any time,\nand from time to time, after the Closing Date, it will execute such additional\ninstruments and take such actions as may be reasonably requested by the other\nparties to confirm or perfect or otherwise to carry out the intent and purposes\nof this Agreement.\n\n         10.3 Waiver. Any failure on the part of any party hereto to comply with\nany of its obligations, agreements or conditions hereunder may be waived by any\nother party to whom such compliance is owed. No waiver of any provision of this\nAgreement shall be deemed, or shall constitute, a waiver of any other provision,\nwhether or not similar, nor shall any waiver constitute a waiver of any failure\nother than that waived.\n\n                                       50\n\n\n         10.4 Expenses. Except as otherwise set forth herein, all expenses\nincurred by the parties hereto in connection with or related to the\nauthorization, preparation and execution of this Agreement and the Closing of\nthe transactions contemplated hereby, including, without limitation of the\ngenerality of the foregoing, all fees and expenses of agents, representatives,\ncounsel and accountants employed by any such party, shall be borne solely and\nentirely by the party which has incurred the same. In no event shall any of the\nassets of any of the Company Entities be utilized for or reduced by the payment\nof any such fees or expenses (except, in each case, for time devoted to this\ntransaction by management, administrative and clerical personnel of any of the\nCompany Entities), and Seller shall indemnify Purchaser from any and all such\nfees or expenses (including broker fees) that have been paid from or may at any\ntime become payable from any of the assets of any of the Company Entities. The\nindemnification provisions of this Section 10.4 shall be separate and distinct\nfrom the provisions of Article 8 and shall not be subject to the limitations on\nindemnification obligations set forth therein.\n\n         10.5 Assignment. Neither this Agreement nor any of the rights,\ninterests or obligations hereunder shall be assigned by any of the parties\nhereto (whether by operation of law or otherwise) without the prior written\nconsent of the other parties, and any attempt to make any such assignment\nwithout such consent shall be null and void. Subject to the preceding sentence,\nthis Agreement will be binding upon, inure to the benefit of and be enforceable\nby the parties hereto and their respective permitted successors and assigns.\n\n         10.6 Headings. The section and other headings in this Agreement are\ninserted solely as a matter of convenience and for reference and are not a part\nof this Agreement.\n\n         10.7 Entire Agreement; Amendment. This Agreement constitutes the entire\nagreement among the parties hereto and supersedes and cancels any prior\nagreements, representations, warranties or communications, whether oral or\nwritten, among the parties hereto relating to the transactions contemplated\nhereby or the subject matter herein. Neither this Agreement nor any provision\nhereof may be modified, changed, waived, discharged or terminated orally, other\nthan by an agreement in writing signed by the party against whom or which the\nenforcement of such modification, change, waiver, discharge or termination is\nsought. \n\n         10.8 Counterparts. This Agreement may be executed in multiple\ncounterpart copies, each of which will be considered an original and all of\nwhich constitute one and the same instrument, binding on all parties hereto,\neven though all the parties are not signatory to the same counterpart. Any\ncounterpart of this Agreement which has attached to it separate signature pages,\nwhich taken together contain the signature of all parties hereto, shall for all\npurposes be deemed a fully executed original and a facsimile transmission shall\nbe deemed to be an original signature.\n\n         10.9 Pronouns and Number. All pronouns used herein shall be deemed to\nrefer to the masculine, feminine or neuter gender as the context requires.\n\n                                       51\n\n\n\n         10.10 Schedules and Exhibits Incorporated. All Schedules and Exhibits\nattached hereto are incorporated herein by reference, and all blanks in such\nSchedules and Exhibits, if any, will be filled in as required in order to\nconsummate the transactions contemplated herein and in accordance with this\nAgreement.\n\n         10.11 Disclosure Schedules. The parties acknowledge and agree that (i)\nthe Schedules to this Agreement may include certain items and information solely\nfor informational purposes for the convenience of Purchaser and (ii) the\ndisclosure by Seller of any matter in the Schedules shall not be deemed to\nconstitute an acknowledgment by Seller that the matter is required to be\ndisclosed by the terms of this Agreement or that the matter is required to be\ndisclosed by the terms of this Agreement or that the matter is material. If any\nSchedule discloses an item or information in such a way as to make its relevance\nto the disclosure required by another Schedule readily apparent, the matter\nshall be deemed to have disclosed in such other Schedule, notwithstanding the\nomission of an appropriate cross-reference to such other Schedule.\n\n         10.12 Severability. In the event that any provision of this Agreement\nor any word, phrase, clause, sentence or other portion thereof should be held to\nbe unenforceable or invalid for any reason, such provision or portion thereof\nshall be modified or deleted in such a manner so as to make this Agreement, as\nmodified, legal and enforceable to the fullest extent permitted under applicable\nlaws.\n\n         10.13 Governing Law. This Agreement shall be governed by and construed\nin accordance with the laws of the State of Delaware without regard to the\nconflicts of law principles of such State.\n\n         10.14 Jurisdiction. Except as otherwise expressly provided in this\nAgreement, the parties hereto agree that any suit, action or proceeding seeking\nto enforce any provision of, or based on any matter arising out of or related\nto, this Agreement, or the transactions contemplated hereby, may be brought in\neither the United States District Court for the District of Delaware or any\nDelaware state court, and each of the parties hereby consents to the\njurisdiction of such courts (and of the appropriate appellate courts therefrom)\nin any such suit, action or proceeding and irrevocably waives, to the fullest\nextent permitted by law, any objections which it may now or hereafter have that\nthe venue of any such suit, action or proceeding which is brought in any such\ncourt is improper or that the suit, action or proceeding has been brought in an\ninconvenient forum; provided, however, that if such court for any reason\ndetermines that it does not have subject matter or personal jurisdiction over\none or more necessary parties or one or more claims in such suit, action or\nproceeding, or if the consent to jurisdiction and venue or the waiver of forum\nconveniens contained in this Section 10.14 is deemed not to be enforceable by\nsuch court, or if such court determines for any reason that venue is not proper\nor that forum non conveniens applies, a party may bring such suit, action or\nproceeding in any court having jurisdiction with respect thereto, and, provided\nfurther, that any judgment obtained in any court pursuant to this Section 10.14\nmay be domesticated and enforced anywhere in the world. Process in any such\nsuit, action or proceeding may be served on any party anywhere in the world,\nwhether within or \n\n\n                                       52\n\n\nwithout the jurisdiction of any such court. Without limiting the generality of\nthe foregoing, each party hereto agrees that service upon such party as provided\nin Section 10.1 shall be deemed effective service of process on such party.\n\n         10.15 Third-party Beneficiaries. No person other than the parties\nhereto and their respective successors and permitted assigns (and in the case of\nArticle 8, the parties specified therein) is intended to be a beneficiary of\nthis Agreement. In executing this Agreement, the parties do not intend to create\nthird-party beneficiary rights in anyone not a party to this Agreement.\n\n         10.16 Waiver of Jury Trial. Each of the parties hereto hereby\nirrevocably waives any and all right to trial by jury in any suit, action,\nproceeding, counterclaim or crossclaim seeking to enforce any provision of, or\nbased on any matter arising out of or related to, this Agreement or the\ntransactions contemplated hereby.\n\n\n\n                                       53\n\n\n\n\n         IN WITNESS WHEREOF, each party hereto has executed or caused this\nAgreement to be executed under seal on its behalf, all on the day and year first\nabove written.\n\n\n\n                                    MANHEIM AUCTIONS, INC.\n\n\n\n                                    By:\n                                         -------------------------------\n                                    Name:  Andrew A. Merdek\n                                    Title: Secretary\n\n\n\n\n\n                                    ADT GENERAL HOLDINGS, INC.\n\n\n\n                                    By:\n                                         -------------------------------\n                                    Name:  Irving Gutin\n                                    Title: Vice President\n\n\n\n\n\n                                       54\n\n\n\n\n\n                                    EXHIBIT B\n\n                               CERTAIN DEFINITIONS\n\n            1.1 \"AFFILIATES\" means any Person directly or indirectly\ncontrolling, controlled by, or under common control with, the Person with\nrespect to whom the term \"Affiliate\" is used. Notwithstanding the foregoing a\nPerson shall be deemed an \"Affiliate\" of a Person with respect to whom the term\n\"Affiliate\" is used if 10% or more of the voting securities of such Person is\nowned, directly or indirectly, by the Person with respect to whom the term\n\"Affiliate\" is used.\n\n            1.2 \"AUCTIONS\" means those auctions listed on EXHIBIT A attached\nhereto.\n\n            1.3 \"BUSINESS\" shall mean the operation of a wholesale automobile\nauction and any related businesses, including, without limitation, transport,\nreconditioning and repairs, title services and internet, software and other\ntechnology efforts conducted by the Company Entities or otherwise conducted\nancillary to the Business, as such operations are currently conducted by the\nCompany Entities.\n\n            1.4 \"CAPITALIZED LEASE OBLIGATIONS\" means (without duplication) that\nportion of any obligation of a Company Entity as lessee under a lease which at\nthe time would be required to be capitalized on the balance sheet of such lessee\nin accordance with GAAP.\n\n            1.5 \"CERCLA\" shall mean the Comprehensive Environmental Response,\nCompensation, and Liability Act of 1980, as amended.\n\n            1.6 \"CLOSING\" shall mean the  consummation  of the  transactions\nprovided for in this Agreement.\n\n            1.7 \"CLOSING DATE\" shall mean the date on which the Closing occurs\npursuant to Section 7.1 hereof.\n\n            1.8 \"CODE\" shall mean the Internal Revenue Code of 1986, as amended,\nand the regulations thereunder, or any subsequent legislative enactment thereof,\nas in effect from time to time.\n\n            1.9 \"CONTRACTS\" means all contracts, agreements, options, leases,\ncommitments, undertakings, written and oral, and other similar rights and\ninterests of the Company Entities relating to the conduct of the business and\noperations of the Company Entities, plus such contracts entered into between the\ndate hereof and the Closing Date (including amendments or other modifications of\nexisting contracts).\n\n            1.10 \"ENCUMBRANCE\" means any claim, mortgage, lien, security\ninterest, security agreement, conditional sale or other title retention\nagreement, limitation, pledge, option, \n\n\n\n\n                                       B-1\n\n\ncharge, assessment, restrictive agreement, restriction, encumbrance, adverse\ninterest, restriction on transfer or any exception to or defect in title or\nother ownership interest (including reservations, rights of way, possibilities\nof reverter, encroachments, easements, rights of entry, restrictive covenants,\nleases and licenses) of any nature whatsoever.\n\n            1.11 \"ENVIRONMENTAL LAW\" means any Legal Requirement pertaining to\nland use, air, soil, surface water, groundwater (including protection, cleanup,\nremoval, remediation or damage thereof), public or employee health or safety or\nany other environmental matter, including, without limitation, the following\nlaws as the same may be amended from time to time: (i) Clean Air Act (42\nU.S.C.ss. 7401, ET SEQ.), (ii) Clean Water Act (33 U.S.C.ss. 1251 et SEQ.),\n(iii) Resource Conservation and Recovery Act (42 U.S.C.ss. 6901, ET SEQ.)\n(\"RCRA\"), (iv) Comprehensive Environmental Response Compensation Liability Act,\nas amended (42 U.S.C.ss. 9601, ET SEQ.) (\"CERCLA\"), (v) Safe Drinking Water Act\n(42 U.S.C.ss. 300f ET SEQ.), (vi) Toxic Substance Control Act (15 U.S.C. ss.\n2601, ET SEQ.), (vii) Rivers and Harbors Act (33 U.S.C.ss. 401, ET SEQ.), (viii)\nEndangered Species Act (16 U.S.C.ss. 1531, ET SEQ.), and (ix) Occupational\nSafety and Health Act (29 U.S.C.ss. 651, ET seq.), together with any other\napplicable federal, state or local laws relating to emissions, discharges,\nreleases or threatened releases of any Hazardous Substance into ambient air,\nland, surface water, ground water, personal property or structures, or otherwise\nrelating to the manufacture, processing, distribution, use, treatment, storage,\ndisposal, transport, discharge or handling of any Hazardous Substance.\n\n            1.12 \"GAAP\" means generally accepted accounting principles as in\neffect from time to time in the United States.\n\n            1.13 \"GOVERNMENTAL AUTHORITY\" means (i) the United States of\nAmerica, (ii) any state, commonwealth, territory or possession of the United\nStates of America and any political subdivision thereof (including counties,\nmunicipalities and the like) or (iii) any agency, authority or instrumentality\nof any of the foregoing, including any court, tribunal, department, bureau,\ncommission or board.\n\n            1.14  \"HAZARDOUS  MATERIALS\"  shall mean (i) hazardous  materials,\ncontaminants, constituents, hazardous wastes and hazardous substances as those\nterms are defined in the following statutes and their implementing regulations,\nas amended: the Hazardous Materials Transportation Act, 49 U.S.C.ss. 1801 ET\nSEQ., RCRA, 42 U.S.C.ss. 6901 ET SEQ., CERCLA, as amended by the Superfund\nAmendments and Reauthorization Act, 42 U.S.C.ss. 9601 ET SEQ., the Clean Water\nAct, 33 U.S.C.ss. 1251 ET SEQ., and the Toxic Substance Control Act, 15\nU.S.C.ss. 2601 ET SEQ., (ii) petroleum, including crude oil and any fractions\nthereof, (iii) natural gas, synthetic gas and any mixtures thereof, (iv)\nasbestos and\/or asbestos-containing materials, (v) polychlorinated biphenyls\n(PCBs), or PCB-containing materials or fluids, (vi) any other substances with\nrespect to which any federal, state or local agency or other Governmental\nAuthority may require either an environmental investigation or environmental\nremediation, and (vii) any other hazardous or noxious substance, material,\npollutant or solid or liquid waste that is regulated by any Environmental Laws.\n\n\n\n                                       B-2\n\n\n            1.15 \"HSR ACT\" means the Hart-Scott-Rodino Antitrust Improvements\nAct of 1976, as amended from time to time.\n\n            1.16 \"HSR RULES\" means the rules and regulations promulgated under\nthe HSR Act.\n\n            1.17 \"INDEBTEDNESS\" means, at any particular time, with respect to\nany Company Entity (without duplication), all indebtedness of such Company\nEntity for borrowed money or on account of advances to such Company Entity or\nobligations under acquisition agreements, in respect of which such Company\nEntity is liable or evidenced by any bond, debenture, note or similar instrument\nissued by such Company Entity, including all principal, accrued and unpaid\ninterest, prepayment premiums, penalties and other fees or charges related\nthereto, any Capitalized Lease Obligations, swaps, collars, caps, hedges or\nother agreements relating to the fixing of interest rates of indebtedness, but\nexcluding in any event, inter-company indebtedness owing from a Company Entity\nto one or more other Company Entities.\n\n            1.18 \"MATERIAL ADVERSE EFFECT\" shall mean any change, effect or\ncircumstance (other than any change, effect or circumstance resulting from the\npublic announcement of the transactions contemplated by this Agreement) that,\nindividually or when taken together with all other changes, effects or\ncircumstances that have occurred prior to the date of determination of the\noccurrence of the Material Adverse Effect, is, or is reasonably likely to be,\nmaterially adverse to the business, assets (including intangible assets),\nfinancial condition or results of operation of the Company Entities, as the case\nmay be, in each case taken as a whole.\n\n            1.19 \"MATERIAL CONTRACTS\" means, with respect to each Company\nEntity, (i) all Contracts currently in effect which involve either (a) payments\nor receipts in excess of $250,000 on an annual basis or (b) material nonmonetary\nobligations or commitments; (ii) all leases of Real Property; (iii) all\ncollective bargaining agreements and (iv) all Employee Plans and Compensation\nArrangements.\n\n            1.20 \"NON-COMPETITION AGREEMENT\" shall mean the Non-Competition\nAgreement of Seller, U.S. Parent and Purchaser substantially in the form\nattached hereto as EXHIBIT E.\n\n            1.21 \"PERSON\" means an individual, corporation, partnership, limited\nliability company, trust or unincorporated organization, or a government or any\nagency or political subdivision thereof.\n\n            1.22 \"RCRA\" shall mean the Resource Conservation and Recovery Act,\nand the rules and regulations promulgated thereunder.\n\n            1.23 \"REAL PROPERTY\" means all of the fee estates and buildings and\nother improvements thereon, leasehold interests, easements, licenses, rights to\naccess, rights-of-way, and other real property interest which are used by any\nCompany Entity, or owned by any \n\n\n\n\n                                       B-3\n\n\nCompany Entity, as of the date hereof, in the business or operations of the\nCompany Entities, plus such additions thereto and deletions therefrom arising in\nthe ordinary course of business and permitted by this Agreement between the date\nhereof and the Closing Date.\n\n            1.24 \"SUBSIDIARY\" shall mean, as to any Person, any other Person of\nwhich at least 50% of the equity and voting interests are owned, directly or\nindirectly, by such first Person.\n\n            1.25 \"TAX\" (and, with correlative meaning, \"TAXES\" and \"Taxable\")\nmeans all federal, state, local or foreign income, gross receipts, windfall\nprofits, severance, property, production, sales, use, license, excise,\nfranchise, capital, transfer, employment, withholding and other taxes and\nassessments, together with any interest, additions or penalties with respect\nthereto and any interest in respect of such additions or penalties, and any\ninterest, additions and penalties with respect to a failure to file a Tax Return\nor a failure to file a complete and correct Tax Return and any interest in\nrespect of such additions or penalties.\n\n            1.26 \"TAX RETURNS\" means all federal, state, local and foreign\nincome and franchise Tax returns and Tax reports (including any attached\nschedules) and other Tax statements and other similar filings required to be\nfiled, including any information return (including, without limitation, any\ninformation return required to be filed under Section 60501 of the Code), claim\nfor refund, amended return or declaration of estimated Tax.\n\n            2.2   List of Additional  Definitions.  The following is a list of\nadditional  terms used in this Agreement and a reference to the Section hereof\nin which such term is defined:\n\n            Term                                Section\n            ----                                -------\n\n      Acquired Company                          Preamble\n      Adjustment Time                           7.1.1\n      ADT License Agreement                     2.18.1\n      Agreement                                 Preamble\n      Agreement Period                          2.8.6.3\n      Booked Taxes                              2.8.1\n      Cap                                       8.4.3\n      Claim Notice                              8.3.1\n      Company Entities                          Preamble\n      Compensation Arrangement                  3.18.14\n      Confidentiality Agreement                 2.16\n      Continuation Coverage Requirements        2.9.1\n      Damages                                   8.1\n      DOJ                                       2.5.2\n      Employee Plan                             3.18.14\n      Election Notice                           2.18.2\n\n\n\n\n                                       B-4\n\n\n\n      Enforcement Action                        2.18.2\n      ERISA                                     3.18.14\n      ERISA Affiliate                           3.18.14\n      Final Report                              2.2.3.2\n      Financial Statements                      3.5.1\n      FTC                                       2.5.2\n      Guaranty                                  Preamble\n      HSR Reports                               2.5.2\n      Indemnifiable Tax Damages                 2.8.2.1\n      Indemnified Party                         8.3.1\n      Indemnifying Party                        8.3.1\n      Investment Interests                      3.4\n      Material Licenses                         3.12\n      Multiemployer Plan                        3.18.14\n      Licensor                                  2.18\n      Notice                                    2.18.2\n      Notice Period                             8.3.1\n      Parent                                    Preamble\n      Patent                                    2.18.2\n      Patent and Trademark Rights               3.16\n      Pension Plan                              2.9.4\n      Preferred Stock                           2.14\n      Preferred Stockholder                     2.14\n      Preliminary Report                        2.2.3.1\n      Purchase Price                            2.2.1\n      Purchaser                                 Preamble\n      Purchaser Severance Benefits              2.9.5\n      Related Agreements                        3.2\n      Reporting Period                          2.8.2.1\n      Retiree Medical Plans                     2.9.3\n      Section 338(h)(10) Elections              2.8.6.2\n      Seller                                    Preamble\n      Seller Consolidated Group                 2.8.2.1\n      Seller Severance Benefits                 1.1.5\n      Selling Group                             2.8.6.1\n      Shares                                    Preamble\n      Straddle Period                           2.8.2.1\n      Target Working Capital                    2.2.2\n      Tax Claim                                 2.8.8.3\n      Tax Damages                               2.8.8.1\n      Tax Indemnified Party                     2.8.8.3\n      Tax Indemnifying Party                    2.8.8.3\n\n\n\n                                       B-5\n\n\n      Threshold Amount                          8.4.2\n      Upset Date                                7.1.1\n      U.S. Parent                               Preamble\n      Working Capital                           2.2.2\n\n\n\n\n\n                                      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