Exhibit       STOCK PURCHASE AGREEMENTdated as of October 7, 2007by and betweenRockwood Specialties Group, Inc.andOM Group, Inc. 
 

 
TABLE OF CONTENTS           Page       ARTICLE I PURCHASE AND SALE OF SHARES  1 1.1 Purchase and Sale  1 1.2 Purchase Price and Payment  1 1.3 Closing  2 1.4 Deliveries at the Closing  2 1.5 Closing Working Capital Adjustment  8        ARTICLE II REPRESENTATIONS AND WARRANTIES OF SELLER  10 2.1 Organization and Good Standing  11 2.2 Capitalization  12 2.3 Authority, Approvals and Consents  13 2.4 Financial Statements  15 2.5 Absence of Undisclosed Liabilities  16 2.6 Absence of Certain Changes or Events  17 2.7 Taxes  19 2.8 Legal Matters  22 2.9 Property  23 2.10 Material Contracts  25 2.11 Labor Relations  29 2.12 Employee Benefits  30 2.13 Transactions with Affiliates  36 2.14 Environmental Matters  37 2.15 Intellectual Property  38 2.16 Brokers  40 2.17 Sufficiency  40 2.18 Customers and Suppliers  40 2.19 Inventories  41 2.20 Accounts Receivable and Payables  41 2.21 Banks  42 2.22 NO OTHER REPRESENTATIONS OR WARRANTIES  42 2.23 Environmental Representations and Warranties  43        ARTICLE III REPRESENTATIONS AND WARRANTIES OF BUYER  43 3.1 Organization and Good Standing  43 3.2 Authority, Approvals and Consents  43 3.3 Brokers  45 3.4 Investment Intent of Buyer  45 3.5 Financing  45        ARTICLE IV COVENANTS  45 4.1 Access; Confidentiality  45 4.2 Announcements  46 4.3 Conduct of Business Prior to the Closing  47 
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           Page       4.4 Consents; Cooperation  51 4.5 Competition Filings  52 4.6 Use of Name  54 4.7 Notification of Certain Matters  55 4.8 Retention of Books and Records  56 4.9 Permits  57 4.10 Intercompany Agreements and Accounts; Debt  57 4.11 Restructurings  57 4.12 Guarantees  59 4.13 Covenant Not To Compete  60 4.14 Reporting Assistance  62 4.15 Title Insurance  62 4.16 Further Assurances  63 4.17 No Shop  63 4.18 Debt  63 4.19 Resignation of Directors  64 4.20 Taiwan Lease  64 4.21 Estoppel Certificates  64 4.22 Section 75 Payment  64 4.23 Confidentiality  64 4.24 Rockwood UK Plan  65 4.25 Compugraphics Plan  65 4.26 Insurance  69        ARTICLE V CONDITIONS TO THE OBLIGATIONS OF BUYER  69 5.1 Representations and Warranties; Covenants  69 5.2 Competition Law Clearances  70 5.3 No Injunctions or Restraints  70 5.4 Singapore Restructuring  70 5.5 No Material Adverse Change  71        ARTICLE VI CONDITIONS TO THE OBLIGATIONS OF SELLER  71 6.1 Representations and Warranties; Covenants  71 6.2 Competition Law Clearances  71 6.3 No Injunctions or Restraints  71        ARTICLE VII TERMINATION  72 7.1 Termination  72 7.2 Effect of Termination  73        ARTICLE VIII SURVIVAL AND INDEMNIFICATION  73 8.1 Survival  73 8.2 Indemnification Obligations of Seller  74 8.3 Indemnification Obligations of Buyer  75 8.4 Limitations on Indemnification  76 8.5 Mitigation and Recovery from Third Parties  79 8.6 Procedure  79 
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           Page       8.7 Further Limitations on Indemnification  83 8.8 Tax Treatment of Payments  84        ARTICLE IX TAX AND EMPLOYEE MATTERS  84 9.1 Certain Tax Matters  84 9.2 Employee Benefit Plan Matters  91 9.3 Workers’ Compensation  95 9.4 No Third Party Beneficiary Rights; No Right to Employment  95        ARTICLE X MISCELLANEOUS  95 10.1 Expenses  95 10.2 Headings  96 10.3 Notices  96 10.4 Assignment  97 10.5 Entire Agreement  97 10.6 Amendment; Waiver  98 10.7 Counterparts  98 10.8 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial  98 10.9 Interpretation; Absence of Presumption  99 10.10 Third Person Beneficiaries  100 10.11 Representations and Warranties; Schedules  100 10.12 Severability  101 EXHIBITS   Exhibit A Certain DefinitionsExhibit B List of CompaniesExhibit C Allocation of Purchase PriceExhibit D Form of Local Share Transfer AgreementExhibit E Principles Used in the Preparation of the Balance Sheet; Exchange RatesExhibit F Singapore RestructuringExhibit G Title Materials
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STOCK PURCHASE AGREEMENT          THIS AGREEMENT is made as of October 7, 2007, by and between Rockwood Specialties Group, Inc.,a Delaware corporation (“Seller”), and OM Group, Inc., a Delaware corporation(“Buyer”). Capitalized terms not otherwise defined in this Agreement are used as definedin Exhibit A.          Buyer desires to purchase and Seller desires to sell, or cause to be sold, the issued andoutstanding shares of capital stock or other equity interests of the entities listed on ExhibitB (collectively, the “Companies”), on the terms and subject to the conditions set forthherein.          Accordingly, in consideration of the premises and mutual representations, warranties,covenants and agreements contained herein, and for other good and valuable consideration, thereceipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby,the parties hereto hereby agree as follows:ARTICLE IPURCHASE AND SALE OF SHARES          1.1 Purchase and Sale. Upon the terms and subject to the conditions set forth in thisAgreement, and for the consideration set forth in Section 1.2, Seller will sell (and will cause theother Rockwood Sellers and, in the case of Taiwan Shares, the Taiwan Nominee Shareholders, to sell)to Buyer at the Closing, and Buyer will purchase from Seller and the other Rockwood Sellers (andthe Taiwan Nominee Shareholders) at the Closing, all of the Shares.          1.2 Purchase Price and Payment. The aggregate consideration for the Shares shall be(i) U.S. $274,809,000, (ii) increased or reduced on a dollar-for-dollar basis by the amount bywhich Closing Working Capital is more than U.S. $26.5 million or less than U.S. $22.5 million,(iii) increased by Retained Cash Balances, if any and (iv) reduced by agreed
 

 
adjustments of U.S. $10 million (the “Purchase Price”). The Purchase Price will beallocated among the Shares in accordance with Exhibit C.          1.3 Closing. The consummation of the purchase and sale of the Shares provided for inSection 1.2 and the other transactions contemplated hereunder (the “Closing”) will takeplace at the New York offices of Hughes Hubbard & Reed LLP, at 10:00 a.m., Eastern Standard Time,on (i) if the last of the conditions required to be satisfied or waived pursuant to Articles V andVI (other than those requiring the delivery of a certificate or other document or the taking ofother action at the Closing) are satisfied or waived during the period from November 27 throughDecember 11, 2007, December 14, 2007 (ii) if the last of the conditions required to be satisfied orwaived pursuant to Articles V and VI (other than those requiring the delivery of a certificate orother document or the taking of other action at the Closing) are satisfied at another time, thelast Business Day of the month in which such conditions are so satisfied or waived or (iii) suchother time, on such other date and such other place as may be mutually agreed upon by Buyer andSeller. The date on which the Closing occurs is referred to herein as the “Closing Date.”The Closing shall be deemed to be effective between the parties as of 11:59 p.m. (E.S.T.) on theClosing Date.          1.4 Deliveries at the Closing. At the Closing:               (a) Seller shall deliver or cause to be delivered to Buyer:                    (i) certificates representing all U.S. Shares accompanied by stock powers executed in blank,with all necessary stock transfer and other documentary stamps attached;                    (ii) share certificates (or indemnities in a form reasonably satisfactory to Buyer in respectof any such share certificates that are lost) representing all
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Singapore Shares and all UK Shares together with duly executed stock transfers in respect ofthe Singapore Shares and the UK Shares;                    (iii) irrevocable powers of attorney in a form reasonably satisfactory to Buyer executed byeach of the registered holders of the UK Shares authorizing Buyer or its nominees to exercise allvoting and other rights attaching to the UK Shares until registration of Buyer or such nominees asthe holder(s) of the UK Shares;                    (iv) a working sheet in the form prescribed by the Inland Revenue Authority of Singaporesigned by a director or secretary of the Singapore Transferred Company computing the net assetvalue per Singapore Share;                    (v) (1) share certificates representing all Taiwan Shares, each duly endorsed on the reverseby the Taiwan Shares Seller or relevant Taiwan Nominee Shareholder as appropriate, (2) the ForeignInvestment Approval (the “FIA”) issued by the Taiwanese Investment Commission of Ministryof Economic Affairs to Taiwan Shares Seller and Taiwan Nominee Shareholders in respect of thetransfer of the Taiwan Shares to Buyer or its designee, and (3) notice of the transfer of theTaiwan Shares from Taiwan Shares Seller and Taiwan Nominee Shareholders to the Taiwan TransferredCompany;                    (vi) except as Buyer may otherwise specify to Seller in writing prior to the Closing, thewritten resignation of each director and executive officer and, as applicable, each secretary ofthe Transferred Companies (or such officers or directors shall have been otherwise removed), suchresignation to be executed as a deed in the Agreed Form and to confirm that the person resigninghas no claims against the Company from which he is resigning for compensation, for loss of officeor otherwise;
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                    (vii) the written resignations of the auditors of each UK Transferred Company with suchresignation to be in the form required by Section 394 of the Companies Act 1985, as amended (the“UK Companies Act”) and to confirm that such auditors are of the opinion that there are nocircumstances of the nature referred to in Section 394(1) of the UK Companies Act that need to bebrought to the attention of the members or creditors of such UK Transferred Company in connectionwith their resignation;                    (viii) the certificate(s) of incorporation, the common seal, minute books, statutoryregisters, share certificate books (to the extent shares of the applicable Transferred Company wereissued in certificated form) and all other statutory records of each Transferred Company, and acertificate of good standing for each U.S. Transferred Company (or the equivalent in otherjurisdictions for other Transferred Companies, if readily available) in their jurisdictions oforganization, dated a date reasonably close to the Closing Date;                    (ix) a transition services agreement, in form and substance reasonably satisfactory to Buyerand Seller, pursuant to which Buyer shall cause the Business to provide Seller and Seller shallprovide the Business such transition services as each may reasonably request, at cost, for areasonable period of time (the “Transition Services Agreement”), duly executed by Seller;                    (x) in respect of each U.S. Transferred Company, a certificate executed by Seller, in form andsubstance reasonably satisfactory to Buyer, that satisfies Buyer’s obligations under TreasuryRegulation Section 1.1445-2;                    (xi) U.C.C. termination statements (and comparable instruments in other jurisdictions) inrecordable form and other appropriate releases, in form and substance
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reasonably satisfactory to Buyer, with respect to all recorded Liens (other than PermittedLiens) in the Assets of the Transferred Companies;                    (xii) certified copies of the minutes of the board meetings referred to in 1.4(b) below,certified as true by a director or the secretary of the relevant UK Transferred Company orSingapore Transferred Company;                    (xiii) copies of resolutions adopted by the Board of Directors of Seller, certified as of theClosing Date by the secretary or an assistant secretary of Seller, approving the execution anddelivery of this Agreement, the Ancillary Documents to be executed and delivered by Seller and theperformance by Seller of its obligations hereunder and thereunder;                    (xiv) copies of resolutions adopted by the Board of Directors of Rockwood Specialties,certified as of the Closing Date by the secretary or an assistant secretary of RockwoodSpecialties, approving the sale of all of the issued and outstanding shares of capital stock of theUS Transferred Companies pursuant to the terms of this Agreement and execution and delivery of theAncillary Documents to be executed and delivered by Rockwood Specialties and the performance byRockwood Specialties of its obligations thereunder;                    (xv) a copy of a resolution of the Board of Directors of Caledonian, approving the sale of thewhole of the issued share capital of Caledonian Applied Technologies Limited pursuant to the termsof this Agreement and the execution and delivery by Caledonian of all transfers and other documentsrequired to be executed by it pursuant to this Agreement or any Local Share Transfer Agreement,certified as true by a director or the secretary of Caledonian;
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                    (xvi) a copy of a resolution of the Board of Directors of Mustardgrange, approving the sale ofthe whole of the issued share capital of Rockwood Electronic pursuant to the terms of thisAgreement and the execution and delivery by Mustardgrange of all transfers and other documentsrequired to be executed by it pursuant to this Agreement or any Local Share Transfer Agreement,certified as true by a director or the secretary of Mustardgrange; and                    (xvii) the certificate required to be delivered by Seller pursuant to Section 5.1.               (b) Seller shall have ensured that meetings of the boards of directors of the UK TransferredCompanies and the Singapore Transferred Company are held at which the directors, subject to andwith effect from the Closing:                    (i) in respect of such UK Transferred Companies that are also Companies and the SingaporeTransferred Company, approve the registration of Buyer or its nominee(s) as member(s) of therespective UK Transferred Company or Singapore Transferred Company, as applicable, in respect ofthe relevant UK Shares or Singapore Shares, as applicable (subject to only the production ofproperly stamped transfers);                    (ii) in respect of such UK Transferred Companies that are also Companies and the SingaporeTransferred Company, authorize the issuance of new share certificates in respect of the UK Sharesor Singapore Shares, as applicable, in favor of Buyer or its nominee(s);                    (iii) in respect of such UK Transferred Companies that are also Companies, subject only to thetransfers of the UK Shares being duly stamped, and in respect of the Singapore Transferred Company,subject to the transfer of the Singapore Shares being duly
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stamped, approve the entry into the register of members of such Companies, the name of Buyeror its nominee(s) as the holder of the UK Shares or Singapore shares, as applicable, and the makingof such other entries into other corporate records of such Companies as may be necessary;                    (iv) appoint Ernst & Young LLP to replace the existing auditors of the UK TransferredCompanies;                    (v) appoint persons nominated by Buyer as directors and secretary of each UK TransferredCompany and the Singapore Transferred Company with effect from the Closing; and                    (vi) except as Buyer may otherwise specify to Seller in writing prior to the Closing, acceptresignations of the directors and secretary of each UK Transferred Company, and in the case of theSingapore Transferred Company, the directors and secretary of the Singapore Transferred Company, soas to take effect from the Closing.               (c) Buyer shall deliver to Seller:                    (i) the Estimated Purchase Price in immediately available funds by wire transfer to a bankaccount (or bank accounts) designated by Seller, which designation shall be made at least two (2)Business Days prior to the Closing Date;                    (ii) the Transition Services Agreement, duly executed by Buyer;                    (iii) (1) the FIA issued by the Taiwanese Investment Commission of the Ministry of EconomicAffairs to Buyer in respect of the transfer of the Taiwan Shares to Buyer, and (2) a receipt forpayment of the Taiwan Securities Transaction Tax;
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                    (iv) copies of resolutions adopted by the Board of Directors of Buyer, certified as of theClosing Date by the Secretary of Buyer, approving the execution and delivery of this Agreement andthe Ancillary Documents to be executed and delivered by Buyer and the performance by Buyer of itsobligations hereunder and thereunder; and                    (v) the certificate required to be delivered by Buyer pursuant to Section 6.1.               (d) At the request of Buyer or Seller, Buyer and Seller will enter into, and will cause theirapplicable Affiliates to enter into, one or more agreements, substantially in the form ofExhibit D (a “Local Share Transfer Agreement”), memorializing the transfer of theShares of one or more Companies in a particular jurisdiction, including, in the case of thetransfer of the Shares of the UK Transferred Companies, appropriate language to transfer suchShares to Buyer with a “full title guarantee.”          1.5 Closing Working Capital Adjustment.               (a) At least five (5) Business Days prior to the Closing Date, Seller shall prepare anddeliver to Buyer, or shall cause to be prepared and delivered to Buyer, a statement substantiallyin the form attached hereto as Exhibit E (the “Estimated Closing Statement”)setting forth its good faith estimate of Closing Working Capital determined in accordance with GAAPapplied using the same principles, practices, methodologies and policies used in the preparation ofthe Balance Sheet, and Retained Cash Balances.               (b) The Purchase Price payable on the Closing Date shall be calculated in accordance withSection 1.2 as if Seller’s estimate of Closing Working Capital and Retained Cash Balances set forthin the Estimated Closing Statement was the actual amount of Closing
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Working Capital and Retained Cash Balances. The Purchase Price as so estimated is referred toas the “Estimated Purchase Price.”               (c) On or prior to the date forty-five (45) days following the Closing Date, Buyer shallprepare and deliver to Seller a statement (the “Final Closing Statement”) setting forth inreasonable detail its calculation of Closing Working Capital, Retained Cash Balances and thePurchase Price. The Final Closing Statement shall be accompanied by a certificate executed by asenior financial officer of Buyer to the effect that the Final Closing Statement has been preparedin good faith in accordance with this Section 1.5(c). The Final Closing Statement shall also setforth, and explain, in reasonable detail, any differences between Buyer’s calculation of ClosingWorking Capital and Retained Cash Balances from that set forth on the Estimated Closing Statement.               (d) Buyer shall make available to Seller all workpapers and other books and records utilizedby Buyer in the preparation of the Final Closing Statement, and shall make available to Sellerthose employees and representatives involved in the preparation of the Final Closing Statement.Seller shall notify Buyer in writing within thirty (30) days after Seller’s receipt of the FinalClosing Statement that it accepts the Final Closing Statement or that there is a dispute as to anitem reflected thereon. Such notice will set forth Seller’s objections, if any, to the FinalClosing Statement in reasonable detail. The failure by Seller to give Buyer such notice withinsuch period shall be deemed to constitute Seller’s acceptance of the Final Closing Statement. Theparties will use all reasonable efforts to resolve any such dispute, but if such dispute cannot beresolved by the parties within forty-five (45) days after Seller gives notice of such dispute, itshall be referred to KPMG LLP (the “Selected Accountants”) pursuant to a writing signed byBuyer and Seller adequately describing the dispute. The Selected Accountants
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shall have authority to resolve the dispute described in the writing and no other matter. Thewritten determination of the Selected Accountants with respect to such dispute shall be conclusiveand binding on each party. The fees and expenses of the Selected Accountants shall be sharedequally by Seller and Buyer.               (e) If the Purchase Price as finally determined pursuant to this Section 1.5 (i) is less thanthe Estimated Purchase Price, Seller shall pay to Buyer an amount equal to the shortfall, or (ii)is more than the Estimated Purchase Price, Buyer shall pay to Seller an amount equal to the excess.Any such payment pursuant to the preceding sentence will be made by wire transfer of immediatelyavailable funds, to an account (or accounts) designated by Buyer or Seller, as the case may be, onthe later of (x) the second (2nd) Business Day after acceptance by Seller of the Final ClosingStatement or (y) the second (2nd) Business Day following resolution (as contemplated by paragraph(d) above) of any dispute concerning the Final Closing Statement; provided,however, that if the parties are disputing the final calculation of the Purchase Price, tothe extent part of any payment that would be payable pursuant to this paragraph (e) is not indispute, the payor shall pay the amount not in dispute on the date the payment would otherwise bedue but for such dispute by wire transfer of immediately available funds to an account designatedby the recipient. All payments made pursuant to this paragraph (e) shall be accompanied byinterest at a rate equal to 5% per annum from the Closing Date through (but excluding) the datesuch payment is made.ARTICLE IIREPRESENTATIONS AND WARRANTIES OF SELLER          Except as set forth in the Disclosure Letter, Seller hereby represents and warrants to Buyeras follows:
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          2.1 Organization and Good Standing. Seller is a corporation duly organized, validlyexisting and in good standing under the Laws of the State of Delaware. Each of the other RockwoodSellers is a corporation (or other Person) validly existing and (if such Person is organized in ajurisdiction in which the concept of good standing or its functional equivalent is applicable) ingood standing or its functional equivalent under the Laws of its jurisdiction of organization.Schedule 2.1 of the Disclosure Letter lists each Subsidiary of each Company (together withthe Companies, the “Transferred Companies”) and the business entity form and place oforganization for each of the Transferred Companies. Each Transferred Company is (x) validlyexisting and (if such Transferred Company is organized in a jurisdiction in which the concept ofgood standing or its functional equivalent is applicable) in good standing or its functionalequivalent under the Laws of its jurisdiction of organization, and (y) qualified to do business asa foreign corporation and (if such concept of good standing or its functional equivalent isapplicable in such jurisdiction) in good standing or its functional equivalent in each jurisdictionin which the conduct of its business or the ownership of its Assets requires such qualification,except for such failures to be so qualified and in good standing or its functional equivalent whichwould not be reasonably expected to have a Material Adverse Effect. Each Transferred Company hasthe corporate (or other equivalent) authority under the Laws pursuant to which it is organized toown or lease the Assets owned or leased by it and to carry on its business as now being conductedby it. Seller has made available to Buyer true and complete copies of each Transferred Companies’articles of incorporation and by-laws (or other comparable governing instruments) and allamendments thereto to the date hereof, as in effect on the date hereof. The minute books(containing the records of meetings (and actions by written consent in lieu of meetings) of thestockholders, the board of directors, and any committees of
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the board of directors), the stock certificate books and the stock record books of each of theTransferred Companies have been made available for inspection by Buyer prior to the date hereof.          2.2 Capitalization. The authorized capital stock, share capital or other equityinterests of each Transferred Company and the number of shares of such stock or capital or equityinterests that are issued and outstanding, and any such stock or equity interests held by theapplicable Transferred Company as treasury stock, are set forth on Schedule 2.2 of theDisclosure Letter. There are no other shares of capital stock or other equity securities ofany Transferred Company issued, reserved for issuance or outstanding. The ownership of all issuedand outstanding shares or other equity interests of the Transferred Companies is set forth inSchedule 2.2 of the Disclosure Letter. All the Shares and Subsidiary Shares have beenvalidly authorized and issued, are fully paid and, in respect of such jurisdictions where suchconcept is applicable, nonassessable and have not been issued in violation of any purchase option,call option, right of first refusal, preemptive right, subscription right or any similar rightunder any organizational document of any Transferred Company, any applicable Law or any Contract towhich any Rockwood Seller or Transferred Company is a party or otherwise bound. There are not anybonds, debentures, notes or other indebtedness of any Transferred Company having the right to vote,or convertible into, or exchangeable for, securities having the right to vote, on any matters onwhich holders of Shares or Subsidiary Shares may vote (“Voting Debt”). There are not anyoptions, warrants, calls, rights, convertible or exchangeable securities, stock appreciationrights, stock-based performance units, commitments or Contracts of any kind to which anyTransferred Company is a party or by which any of them is bound (i) obligating any TransferredCompany to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of
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capital stock or other equity interests in, or any security convertible into or exercisable orexchangeable for any capital stock of or other equity interest in, any Transferred Company or anyVoting Debt, (ii) obligating any Transferred Company to issue, grant, extend or enter into any suchoption, warrant, call, right, security, unit, commitment or Contract or (iii) that give any Personthe right to receive any economic benefit or right similar to or derived from the economic benefitsand rights occurring to holders of Shares or Subsidiary Shares. There are not any outstandingcontractual obligations (contingent or otherwise) of any Transferred Company to repurchase, redeemor otherwise acquire any shares of capital stock of any Transferred Company. No TransferredCompany is a party to, or otherwise bound by, any voting trust, proxy or other Contract,restricting or otherwise relating to the voting, dividend rights or disposition of any Shares orSubsidiary Shares. Except for their interests in the Subsidiaries set forth in Schedule 2.2 ofthe Disclosure Letter, none of the Transferred Companies own, directly or indirectly, anycapital stock, membership interest, partnership interest, joint venture interest or other equityinterests in any Person. The Transferred Companies have, and at the Closing will have, good andvalid title to the Subsidiary Shares, free and clear of any Liens. The Rockwood Sellers (andTaiwan Nominee Shareholders) have, and will transfer to Buyer at the Closing, good and valid titleto the Shares, free and clear of any Liens.          2.3 Authority, Approvals and Consents.               (a) Seller has the corporate power and authority to execute, deliver and perform thisAgreement and at the Closing each Rockwood Seller will have the corporate power and authority (orequivalent power and authority) to execute, deliver and perform the Ancillary Documents to beexecuted and delivered by such Rockwood Sellers and, in each case, to consummate the transactionscontemplated hereby and thereby by such party. The execution,
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delivery and performance by Seller of this Agreement and the consummation of the transactionscontemplated hereby have been, and at the Closing the execution, delivery and performance by eachRockwood Seller of the Ancillary Documents to which they are, or are specified to be, a party andthe consummation of the transactions contemplated thereby by the Rockwood Sellers will have been,duly authorized and approved by the Board of Directors (or comparable governing body) of Seller andeach of the other Rockwood Sellers, as applicable, and no other corporate (or other equivalent)proceedings on the part of the Rockwood Sellers or the shareholders or other equity holders of theRockwood Sellers are necessary to authorize and approve this Agreement and the Ancillary Documentsto be executed and delivered by the Rockwood Sellers and the transactions contemplated hereby andthereby. This Agreement has been duly executed and delivered by Seller, and the AncillaryDocuments to be executed and delivered by any Rockwood Seller at the Closing will be duly executedand delivered by such Rockwood Seller. This Agreement constitutes, and at the Closing eachAncillary Document to be executed and delivered by any Rockwood Seller will constitute, a valid andbinding obligation of Seller or such Rockwood Seller, as the case may be, enforceable againstSeller or such Rockwood Seller, as the case may be, in accordance with its terms, except asenforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium,fraudulent transfer or similar Laws affecting creditors’ rights generally.               (b) The execution and delivery by Seller of this Agreement does not, the execution anddelivery by any Rockwood Seller of each Ancillary Document to which it is, or is specified to be, aparty will not, and the consummation by the Rockwood Sellers of the transactions contemplatedhereby and thereby, and the performance by the Rockwood Sellers and the Transferred Companies oftheir respective obligations hereunder and thereunder and
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compliance by the Rockwood Sellers and the Transferred Companies with the terms hereof andthereof will not, in any material respect conflict with, or result in any material violation of ormaterial default (with or without notice or lapse of time, or both) under, or give rise to a rightof termination, cancellation or acceleration of any material obligation or to loss of a materialbenefit under, or result in the creation of any Lien upon any of the Assets of any TransferredCompany under, any provision of (i) the certificate of incorporation or by-laws (or comparablegoverning instruments), each as in effect, of any Rockwood Seller or Transferred Company, (ii) anyContract to which any Rockwood Seller is a party or by which any of their respective Assets isbound or (iii) any Order or Law applicable to any Rockwood Seller or any Transferred Company ortheir respective Assets. No Approval or material Consent is required to be obtained or made by orwith respect to any Rockwood Seller or any Transferred Company in connection with the execution,delivery and performance of this Agreement or any Ancillary Document by any Rockwood Seller or theconsummation by any Rockwood Seller of the transactions contemplated hereby or thereby, other than(u) Approvals in respect of Company Permits, (v) the Approvals set forth on Schedule 2.3 of theDisclosure Letter, (w) compliance with and filings under the Hart Scott Rodino AntitrustImprovements Act of 1976, as amended (the “HSR Act”), (x) Non-US Antitrust Approvals (y)Consents in respect of Material Agreements, Leases and Benefit Plans and (z) Approvals and Consentsthat may be required solely by reason of Buyer’s (as opposed to any other third party’s)participation in the transactions contemplated hereby and by the Ancillary Documents.          2.4 Financial Statements. Attached as Schedule 2.4 of the Disclosure Letterare (a) the unaudited consolidated balance sheet of the Business as of December 31, 2006 and therelated unaudited consolidated statement of operations for the twelve-month period then ended,
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and (b) the unaudited consolidated balance sheet of the Business as of June 30, 2007 (the“Balance Sheet”) and the related consolidated unaudited statement of operations for thesix-month period then ended (all such financial statements, including the related notes andschedules thereto, are referred to herein as the “Financial Statements”). The FinancialStatements fairly present in all material respects the consolidated financial position of theBusiness as of the dates indicated and the consolidated results of operations of the Business forthe periods indicated, in conformity with GAAP applied on a consistent basis throughout the periodsspecified, except (i) that the Financial Statements omit footnotes and the disclosures requiredtherein and (ii) the Financial Statements as of and for the six-month period ended on June 30, 2007are subject to normal year-end adjustments upon audit consistent with past practices.          All books of account of the Transferred Companies are in all material respects accurate andcomplete. The Transferred Companies maintain systems of internal accounting controls sufficient inall material respects to enable officers of Rockwood Holdings, Inc. to give the certificationscalled for by Rule 13a-14(a) and (b) under the Securities Exchange Act of 1934, as amended.          2.5 Absence of Undisclosed Liabilities. The Transferred Companies do not have anymaterial Liabilities (whether or not required under GAAP to be reflected on a balance sheet or thenotes thereto), except (i) as and to the extent reflected or reserved against on the Balance Sheet,(ii) Liabilities incurred or arising in the Ordinary Course of Business after the date of theBalance Sheet, (iii) those arising in the Ordinary Course of Business under Benefit Plans,Contracts, Leases and Permits, (iv) as disclosed in the Disclosure Letter and (v) liabilities forTaxes.
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          2.6 Absence of Certain Changes or Events. Since the date of the Balance Sheet, (a)the Business has been operated only in the Ordinary Course of Business and (b) there has not beenany change, event or occurrence that has had, or could reasonably be expected to have a MaterialAdverse Effect. Without limiting the foregoing, since the date of the Balance Sheet:                    (i) there has not been (prior to the date of this Agreement) any damage, destruction or losswith respect to any material Business Asset (to the extent not covered by insurance payable to theapplicable Transferred Company);                    (ii) no Transferred Company has (x) awarded or paid any bonuses to employees of anyTransferred Company with respect to the six-months ended June 30, 2007, except to the extentaccrued on the Balance Sheet, or (y) except as set forth on Schedule 2.6 of the DisclosureLetter or as otherwise required by the terms of any written agreement in effect on the datehereof or applicable Law, entered into any employment, deferred compensation, severance or similaragreement (nor amended any such agreement) or agreed to increase the compensation payable or tobecome payable by it to any of its directors, officers, employees, agents or representatives oragreed to increase the coverage or benefits available under any severance pay, termination pay,vacation pay, company awards, salary continuation for disability, sick leave, deferredcompensation, bonus or other incentive compensation, insurance pension or other employee benefitplan, payment or arrangement made to, for or with such directors, officers, employees, agents orrepresentatives, in each case of clause (y) outside the Ordinary Course of Business;                    (iii) as of the date hereof, except as required by applicable Laws, there has not been anymaterial change by any Transferred Company in Tax accounting
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methods nor has there been any change or rescission by any Transferred Company of any materialelection in respect of Taxes, any filing of any material amended Tax Return by any TransferredCompany, or any settlement of any material Tax claim or assessment by any Transferred Company, ineach case, which could reasonably be expected to affect the Tax liability of any Transferred forany taxable period beginning after the Closing Date;                    (iv) no Transferred Company has entered into any transaction or Contract other than in theOrdinary Course of Business;                    (v) the Transferred Companies have paid and discharged current Liabilities in the OrdinaryCourse of Business, except where disputed in good faith;                    (vi) no Transferred Company has (A) mortgaged, pledged or subjected to any Lien any of itsAssets (other than Permitted Liens and Liens securing Indebtedness to be released on prior to theClosing), or (B) acquired any Assets or sold, assigned, transferred, conveyed, leased or otherwisedisposed of any Assets of any Transferred Company, except for Assets acquired, sold, assigned,transferred, conveyed, leased or otherwise disposed of in the Ordinary Course of Business;                    (vii) no Transferred Company has made any loans or advances, other than in the Ordinary Courseof Business, or any capital contributions to, or investments in, any Person (other than aTransferred Company);                    (viii) no Transferred Company has canceled or compromised any debt or claim or amended,canceled, terminated, relinquished, waived or released any Contract or right except in the OrdinaryCourse of Business;                    (ix) no Transferred Company has made or committed to make any capital expenditures in excessof U.S. $50,000 individually or U.S. $500,000 in the
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aggregate, except as provided in the capital expenditure budgets of the Transferred Companiesprovided to Buyer;                    (x) no Transferred Company has granted any license or sublicense of any rights under or withrespect to any Intellectual Property owned by any Transferred Company except in the Ordinary Courseof Business; and                    (xi) no Transferred Company has instituted or settled any Proceeding in excess of U.S.$50,000; and                    (xii) none of the Rockwood Sellers or the Transferred Companies has agreed, committed,arranged or entered into any understanding to do anything set forth in clauses (i) — (xi).          2.7 Taxes.               (a) The Transferred Companies have timely filed, or have had filed on their behalf, all TaxReturns which are required to be filed by them, and all such Tax Returns are true, correct andcomplete in all material respects.               (b) All Taxes required to be paid by the Transferred Companies, whether or not shown on anyTax Return, have been timely paid, after giving effect to any applicable extensions.               (c) The Transferred Companies have withheld and timely paid all material Taxes required tohave been withheld and paid in connection with amounts paid or owing to any employee, independentcontractor, creditor, shareholder, or other third party.               (d) As of the date hereof, there are no Proceedings, investigations, written requests forinformation, audits, or claims pending or, to the Knowledge of Seller, threatened
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against the Transferred Companies relating to Taxes, and no Tax Return of any TransferredCompany has been audited within the three year period ending on the date hereof.               (e) No Transferred Company has granted any extension or waiver of the limitation periodapplicable to the assessment or collection of any Tax.               (f) No Transferred Company has any liability for the Taxes of any Person under TreasuryRegulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as atransferee or successor, by Contract or otherwise, other than in its capacity as a withholdingagent or pursuant to financing arrangements, leases or other commercial agreements and other thanas a result of its inclusion in a consolidated, combined or unitary group all the members of whichare Transferred Companies.               (g) No written claim has ever been made by a Governmental Authority in a jurisdiction in whichany Transferred Company does not file Tax Returns that it is or may be subject to taxation by thatjurisdiction.               (h) There is no outstanding power of attorney authorizing anyone to act on behalf of anyTransferred Company in connection with any Tax, Tax Return or proceeding relating to a Tax thatwill remain in effect following the Closing, other than any such power of attorney authorizing aperson to act on behalf of a consolidated, combined or unitary group in which a Transferred Companyis included.               (i) There is no outstanding closing agreement, ruling request, or request to change a methodof accounting with respect to the Taxes of any Transferred Company.               (j) No Transferred Company will be required to include any item of income in, or exclude anyitem of deduction from, taxable income for any taxable period (or portion thereof) ending after theClosing Date as a result of any: (i) application of Section 481(a)
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of the Code as a result of a change in method of accounting for a taxable period ending on orprior to the Closing Date, (ii) “closing agreement” as described in Section 7121 of theCode (or any corresponding or similar provision of state, local or foreign Law) made on or prior tothe Closing Date, or (iii) installment sale or open transaction disposition made on or prior to theClosing Date.               (k) No Transferred Company has distributed the stock of another Person, or had its stockdistributed by another Person, in a transaction that was purported or intended to be governed inwhole or in part by Section 355 of the Code within the two year period ending on the date hereof.               (l) No “ownership change” (as described in Section 382(g) of the Code) has occurred or willoccur prior to the Closing Date that would have the effect of limiting the use of “pre-change taxlosses” (as described in Section 382(d) of the Code) of any Transferred Company following theClosing Date.               (m) The reserves for Taxes appearing in the Balance Sheet are sufficient to cover all Taxesfor which any Transferred Company was liable at the date to which the Balance Sheet was drawn up ormay after that date become or have become liable on or in respect of or by reference to anyprofits, gains or income (whether deemed or actual) for any period ended on or before such date orin respect of any distribution or transaction made or entered into or deemed made or entered intoon or before such date.               (n) Seller (or its appropriate Affiliates) or each Transferred Company is in possession andcontrol of all records and documentation that it is obliged to hold, preserve and retain for thepurposes of any Tax and such information is sufficient to enable it to compute
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correctly its liability for Taxes in so far as it relates to any event occurring during aStraddle Period.               (o) Schedule 2.7 of the Disclosure Letter sets forth the classification of each of theTransferred Companies for federal Income Tax purposes.               (p) No Transferred Company is a party to any transaction that is described in Section 6707A(c)of the Code or in Treasury Regulation Section 1.6011-4 (or any predecessor provision thereto) andnot exempt from reporting pursuant to any administrative guidance.          2.8 Legal Matters.               (a) Schedule 2.8 of the Disclosure Letter sets forth a list as of the date of thisAgreement and for the 36 months prior to the date hereof, of each Proceeding pending, resolved orsettled or, to the Knowledge of Seller, threatened in writing against any Transferred Company orany Business Assets and that (a) related or relates to or involved or involves more than U.S.$50,000, (b) sought or seeks any injunctive relief or (c) related or relates to the transactionscontemplated by this Agreement. No Transferred Company is a party or subject to or in any materialrespect in default under any Order. As of the date of this Agreement, there is no Proceeding byany Transferred Company pending against any other Person.               (b) The Transferred Companies are, and for the three (3) years prior to the date of thisAgreement have been, in compliance in all material respects with all applicable Laws. During thethree (3) years prior to the date of this Agreement, the Transferred Companies have not receivedany written notice asserting any noncompliance by any Transferred Company in any material respectwith any applicable Law. To the Knowledge of Seller, as of the date of this Agreement, noTransferred Company is under investigation with respect to the violation of any Laws.
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               (c) The Transferred Companies have been granted and hold, all material Approvals required toconduct the Business in all material respects in the manner in which it is conducted as of the dateof this Agreement (“Company Permits”). No Transferred Company is in default or violation,and no event has occurred which, with notice or the lapse of time or both, would constitute adefault or violation, in any material respect, of any Company Permit. As of the date of thisAgreement, there are no Proceedings pending or, to the Knowledge of Seller, threatened, relating tothe suspension, revocation or modification of any Company Permit. Other than the requirement toobtain Approvals in respect of Permits, the execution and delivery by Seller of this Agreement doesnot, the execution and delivery by any Rockwood Seller of each Ancillary Document to which it is,or is specified to be, a party will not, and the consummation by the Rockwood Sellers of thetransactions contemplated hereby and thereby, and the performance by the Rockwood Sellers and theTransferred Companies of their respective obligations hereunder and thereunder and compliance bythe Rockwood Sellers and the Transferred Companies with the terms hereof and thereof will not, inany material respect conflict with, or result in any material violation of or material default(with or without notice or lapse of time, or both) under, or give rise to a right of termination,cancellation or acceleration of any material obligation or to loss of a material benefit under, orresult in the creation of any Lien upon any of the Assets of any Transferred Company under, anyprovision of any Company Permit.          2.9 Property.               (a) Attached as Schedule 2.9(a) of the Disclosure Letter is a list of each parcel ofreal property owned by the Transferred Companies and used in the Business (the “OwnedProperty”). The (i) U.S. Transferred Companies have good and marketable fee simple
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title to the Owned Property, and (ii) Compugraphics International Limited is the registeredproprietor of the property at Unit B, Newark Road North, Eastfield Industrial Estate, Glenrothes,and accordingly has a valid title to this property in accordance with the laws of Scotland, in eachcase free and clear of all Liens (other than Permitted Liens). To the Knowledge of Seller, as ofthe date of this Agreement, no condemnation or eminent domain proceeding against or affecting, orresolution/proposal for the compulsory acquisition by a local or other Governmental Authority of,all or any portion of the Owned Property is pending or threatened. No Transferred Company hasleased or sublet, as lessor or sublessor, any of the Owned Property.               (b) Attached as Schedule 2.9(b) of the Disclosure Letter is a list of all leases ofreal property leased or licensed by the Transferred Companies and used in the Business (the“Leases”) as of the date of this Agreement. Each Lease is in all material respects in fullforce and effect and is valid, binding and enforceable in accordance with its terms, except asenforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium,fraudulent transfer or similar Laws affecting creditors’ rights generally. Neither any TransferredCompany nor, to the Knowledge of Seller, any other party to any Lease is in material breach ordefault of or under any such Lease, and to the Seller’s Knowledge no event has occurred which (withdue notice or lapse of time or both) could reasonably be expected to constitute a material breachor default under any such Lease. The execution, delivery and performance by Seller of thisAgreement and the Ancillary Agreements to be executed and delivered by Seller or any of itsAffiliates, and the consummation of the transactions contemplated hereby and thereby by Seller andits Affiliates, do not and will not, in any material respect, conflict with, result in themodification or cancellation of, or give rise to any right of termination in respect of (with duenotice or lapse of time or both) any such Lease. As of the date of this Agreement, no notice of
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material breach or of any event which (with lapse of time) could reasonably be expected toconstitute a material breach from the landlord, any other Person or Governmental Authority has beenreceived in relation to any such Lease that has not been resolved. No Affiliate of any TransferredCompany is the owner or lessor of any Leased Property. No Transferred Company has leased orsublet, as lessor or sublessor, any of the Leased Property.               (c) Except as disposed of in the Ordinary Course of Business, the Transferred Companies havegood and valid title to all material tangible personal property reflected on the Balance Sheet oracquired by it after the date thereof, and such property is held free and clear of all Liens (otherthan Permitted Liens).               (d) All material improvements and fixtures on all the Real Property, and all materialmachinery, equipment and other tangible property owned or leased to the Transferred Companies andcurrently used by the Business (“Property”), are in all material respects in goodcondition, except for ordinary wear and tear and after giving effect to capital expenditures beingundertaken, and are, together with the Administrative Assets and after taking into account goodsand services purchased or leased by the Transferred Companies (including mechanical, electrical andHVAC services provided under Leases), sufficient for the conduct of the Business in all materialrespects as currently conducted.               (e) The Real Property constitutes all real property on which the Transferred Companies conducttheir operations (other than Administrative Services). The location of the Owned Property isreflected in the Title Materials.          2.10 Material Contracts. Seller has made available to Buyer for inspection true andcomplete copies of all Material Agreements. Schedule 2.10 of the Disclosure Letter setsforth a list of each of the following contracts to which any Transferred Company or its Assets are
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bound as of the date of this Agreement (excluding insurance policies, it being understood andagreed that from and after the Closing, the Transferred Companies shall cease to be insured undersuch policies) (collectively, the “Material Agreements”):               (a) any Contract pursuant to which Indebtedness of the Transferred Company has been incurred,other than Seller’s group wide debt facilities under which the Transferred Companies will have noobligations following the Closing;               (b) any obligation to make payments, contingent or otherwise, arising out of the prioracquisition of the Assets or businesses of other Persons (other than accounts payable constitutingcurrent liabilities);               (c) any Contract containing (x) non-competition covenants or (y) other covenants restrictingthe current or future development, manufacture, marketing or distribution of the products andservices of any Transferred Company (other than, in the case of clause (y), confidentiality,employment, management, consulting and other similar agreements entered into in the Ordinary Courseof Business and those contained in license, distribution, toll manufacturing and similaragreements, in each case which are not material);               (d) any lease, sublease or similar Contract with any Person (other than a Transferred Company)under which any Transferred Company is a lessor or sublessor of, or otherwise grants any interestto any Person (other than a Transferred Company) in any Owned Property or any Leased Property;               (e) lease, sublease or similar Contract with any Person (other than a Transferred Company)under which (A) any Transferred Company is lessee or sublessee of, or holds or uses, any machinery,equipment, vehicle or other tangible personal property owned by any Person or (B) any TransferredCompany is a lessor or sublessor of, or makes available for
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use by any Person, any tangible personal property owned or leased by any Transferred Company,in any such case which has an aggregate future liability or receivable, as the case may be, inexcess of U.S. $50,000;               (f) (A) continuing Contract for the future purchase of materials, supplies or equipment, or(B) management, service, consulting or other similar Contract in any such case which has anaggregate future liability to any Person (other than a Transferred Company) in excess of U.S.$50,000 and which is not terminable by the relevant Transferred Company on 180 days (or less)notice;               (g) Contract under which any Transferred Company has made any advance, loan, extension ofcredit or capital contribution to, or other investment in, any Person (other than a TransferredCompany and other than extensions of trade credit in the Ordinary Course of Business);               (h) Contract granting a Lien upon any Intellectual Property or any other material Asset of anyTransferred Company (other than a Permitted Lien);               (i) Contract entered into outside the Ordinary Course of Business providing forindemnification of any Person with respect to material Liabilities relating to any current orformer business of any Transferred Company or any predecessor Person;               (j) Contract for the sale of any material Asset of any Transferred Company (other thaninventory sales in the Ordinary Course of Business) or the grant of any preferential rights topurchase any such material Asset;               (k) hedging agreement (such as a currency exchange, interest rate exchange, commodity exchangeor similar Contract) that will be binding on a Transferred Company after the Closing;
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               (l) Contract for any joint venture, partnership or similar arrangement;               (m) Contract pursuant to which a Transferred Company is the licensee or licensor of materialIntellectual Property or otherwise granted any right, title or interest in, to or under anymaterial Intellectual Property; and               (n) Contract providing for the services of any dealer, distributor, sales representative,franchisee or similar representative involving the payment or receipt over the life of suchContract following the Closing in excess of U.S. $50,000 by any Transferred Company.          Neither any Transferred Company nor, to the Knowledge of Seller, any other party to anyMaterial Agreement is in material breach or default of or under any such Material Agreement, and tothe Seller’s Knowledge no event has occurred that with the lapse of time or the giving of notice,or both, would constitute a material breach or default of any other party thereto. Each MaterialAgreement is in all material respects a valid and binding obligation of each of the parties theretoand are enforceable against such parties in accordance with its terms, except as enforceability maybe limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer orsimilar Laws affecting creditors’ rights generally. The execution, delivery and performance bySeller of this Agreement and the Ancillary Agreements to be executed and delivered by Seller or anyof its Affiliates, and the consummation of the transactions contemplated hereby and thereby bySeller and its Affiliates, do not and will not, in any material respect, conflict with, result inthe modification or cancellation of, render unenforceable, or give rise to any right of terminationin respect of (with due notice or lapse of time or both) any Material Agreement. As of the date ofthis Agreement, no party to any of the Material Agreements has exercised any termination rightswith respect thereto, and to the Knowledge of Seller no party has given notice of any materialdispute with respect to any
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Material Agreements. Seller has made available to Buyer true, correct and complete copies ofall of the Material Agreements, together with all amendments, modifications or supplements thereto.The Transferred Companies are not party to any Contract (other than this Agreement, Benefit Plans,Contracts relating to employment or termination of employment and Contracts that will not remain ineffect following the Closing) with (A) any Rockwood Seller or any Affiliate of any Rockwood Seller(other than a Transferred Company) or (B) any current or former officer, employee or director ofany Transferred Company, any Rockwood Seller or any Affiliate of any Rockwood Seller.          2.11 Labor Relations.               (a) As of the date of this Agreement, there is no labor strike, organized work stoppage, orlockout (each, an “Industrial Action”) in effect or, to the Knowledge of Seller, threatenedagainst the Transferred Companies in relation to the Business and there has been no IndustrialAction in relation to the Transferred Companies in the three years prior to the date of thisAgreement.               (b) To the Knowledge of Seller on the date of this Agreement, there is no union organizationcampaign or dispute with any works council or other employee representative body relating to any ofthe employees of the Transferred Companies that perform services primarily for the Business(“Business Employees”) as of the date of this Agreement. As of the date of this Agreement,there is no material unfair labor practice charge or complaint pending in the United States or, tothe Knowledge of Seller, threatened against any Transferred Company.               (c) Schedule 2.11 of the Disclosure Letter lists any collective bargaining agreementsor other material Contracts with labor organizations, unions or associations binding upon any ofthe Transferred Companies in relation to the Business on the date of this Agreement.
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               (d) As at the date of this Agreement no current executive of a Transferred Company whose basicannual salary exceeds U.S. $100,000 per annum has given or received notice terminating hisemployment.               (e) Except as set forth in Schedule 2.11 of the Disclosure Letter, no person isentitled to any payment or benefit which results from a change of control of a Transferred Companyor to terminate his or her employment with any of the Transferred Companies following a change ofcontrol of a Transferred Company and receive an enhanced severance benefit solely as a resultthereof.               (f) In the 12 months’ period ending with the date of this Agreement, no UK Transferred Companyhas given notice of any redundancies to the UK Secretary of State or started consultations with anyappropriate representatives under the Trade Union and Labour (Consolidation) Act 1992, nor has anyUK Transferred Company been a party to a relevant transfer (as defined in the Transfer ofUndertakings (Protection of Employment) Regulations 2006).               (g) All UK Business Employees are employed by Rockwood Electronic or Compugraphics. None ofthe employees of the Transferred Companies whose employment will be transferred to Affiliates ofSeller in the Restructurings perform a material function for the Business.          2.12 Employee Benefits.               (a) Seller has furnished or otherwise made available to Buyer true and complete copies (or tothe extent no copies exist, accurate descriptions) of all “employee benefit plans” (within themeaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended(“ERISA”), including multiemployer plans within the meaning of Section
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3(37) of ERISA), all severance, termination, salary continuation, change in control,retention, parachute, employment, incentive, bonus, stock option, stock purchase, restricted stock,retirement pension, redundancy, profit sharing, deferred compensation, employee loan, retireewelfare, fringe benefit and all other employee benefit plans, programs, agreements, policies orarrangements, whether or not subject to ERISA, whether formal or informal (A) to the extent thatU.S. Business Employees have any present or future right to benefits and which are contributed to,entered into, sponsored by or maintained by any Rockwood Seller and any Affiliates, and (B) underwhich Seller or its Affiliates have had or have any present or future liability (each a “U.S.Benefit Plan”). Schedule 2.12(a) of the Disclosure Letter contains a list of: (i) the U.S.Benefit Plans that are maintained by one or more of the Transferred Companies solely for ContinuingEmployees (and former employees of the Business (“U.S. Company Benefit Plans”)); and (ii)employment agreements of U.S. Business Employees under which one or more of the TransferredCompanies may have future material liability.               (b) With such exceptions as would not, individually or in the aggregate, be material, (i) eachU.S. Benefit Plan is in compliance with all applicable Laws and has been administered in accordancewith its terms; (ii) there have been no prohibited transactions or breaches of any of the dutiesimposed on “fiduciaries” (within the meaning of Section 3(21) of ERISA) by ERISA with respect toany U.S. Benefit Plan that could result in any liability or excise tax under ERISA or the Codebeing imposed on Seller or any Affiliate; (iii) each U.S. Benefit Plan intended to be tax-qualifiedunder Section 401(a) of the Code has received a favorable determination letter from the IRS as toits tax-qualified status under the Code and, to the Knowledge of Seller, there are no existingcircumstances likely to result in the revocation of any such determination letter or thedisqualification of any such U.S. Benefit Plan; (iv) no event
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has occurred and no condition exists with respect to any U.S. Benefit Plan that would subjectSeller or its Affiliates, either directly or by reason of their affiliation with any member oftheir “controlled group” (defined as an organization which is a member of a controlled group oforganizations within the meaning of Sections 414(b), (c), (m) or (o) of the Code, or which would beconsidered to be a single employer with that entity pursuant to Section 4001(b) of ERISA), to anymaterial tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other Laws; (v)no “reportable event” (as such term is defined in Section 4043 of ERISA), or “accumulated fundingdeficiency” (as such term is defined in Section 406 of ERISA and Section 412 of the Code (whetheror not waived)) has occurred with respect to any U.S. Benefit Plan; (vi) all premiums due to thePension Benefit Guaranty Corporation (“PBGC”) with respect to any U.S. Benefit Plan havebeen timely paid in full; (vii) the PBGC has not instituted proceedings to terminate any U.S.Benefit Plan; (viii) no Liability under Title IV of ERISA has been or could reasonably be expectedto be incurred by any of Seller and its Affiliates; and (ix) to the Knowledge of Seller, there areno Proceedings or claims pending (other than routine claims for benefits) with respect to any U.S.Benefit Plan or the Assets thereof, which could result in the imposition of liability on such U.S.Benefit Plan or any Transferred Company.               (c) As of the date of this Agreement, no audit or investigation of any U.S. Benefit Plan byany Governmental Authority is pending, nor, to the Knowledge of Seller, is there any threatenedassessment, complaint, Proceeding, or investigation of any kind in any court or GovernmentAuthority with respect to any such U.S. Benefit Plan (other than routine claims for benefits).               (d) All contributions (including all employer matching or other contributions and employeesalary reduction contributions) to and payments from any U.S.
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Benefit Plan in respect of any U.S. Business Employees that are required in accordance withthe terms of such U.S. Benefit Plan, any related document, the Code or ERISA have been timely made,or, if not yet due, have been properly reflected in the Financial Statements; and (ii) all suchcontributions to, and payments from, any U.S. Benefit Plan, except those to be made from a trustqualified under Section 501(a) of the Code, that are required to be made as of the Closing Datewill be timely made.               (e) Except as set forth in Schedule 2.12 of the Disclosure Letter, no U.S. BenefitPlan provides benefits, including death or medical benefits, beyond termination of service,including retirement, other than (i) coverage mandated by Law or (ii) death or retirement benefitsunder any such U.S. Benefit Plan that is intended to be qualified under Section 401(a) of the Code.               (f) Except as set forth in Schedule 2.12 of the Disclosure Letter, the execution andperformance of this Agreement will not (i) constitute a stated triggering event under any such U.S.Benefit Plan that will result in payment (whether severance pay or otherwise) becoming due from anyU.S. Transferred Company to any current or former officer, employee, director or consultant (ordependents of such Persons), or (ii) accelerate the time of payment or vesting, or increase theamount of compensation due to any current or former officer, employee, director or consultant (ordependents of such individuals) of any U.S. Transferred Company.               (g) Seller has reserved all rights necessary to amend or terminate any U.S. Company BenefitPlan without the consent of any other Person.
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               (h) No U.S. Company Benefit Plan provides benefits to any individual who is not a current orformer employee of any U.S. Transferred Company, or dependents or other beneficiaries of any suchcurrent or former employee.               (i) No amount that could be received (whether in cash or property or the vesting of property)as a result of any of the transactions contemplated by this Agreement by any employee, officer ordirector of any U.S. Transferred Company who is a “disqualified individual” (as such term isdefined in Treasury Regulation Section 1.280G-1) under any employment, severance or terminationagreement, other compensation arrangement or U.S. Benefit Plan currently in effect would becharacterized as an “excess parachute payment” (as such term is defined in Section 280G(b)(1) ofthe Code).               (j) No U.S. Benefit Plan is a “multiemployer plan” (as defined in Section 4001(a)(3) ofERISA), and neither Seller, nor any member of its controlled group has any unpaid liability orobligation in respect of any multiemployer plan.               (k) With respect to individuals who are located in the U.S. and who provide services to theU.S. Transferred Companies, (i) all persons classified as independent contractors of Seller or itsAffiliates satisfy and have at all times satisfied in all material respects all applicable Laws tobe so classified; (ii) Sellers and its Affiliates have fully and accurately reported such persons’compensation of IRS Form 1099 when required to do so; (iii) neither Seller nor any Affiliate hashad any obligations to provide benefits with respect to such persons under any U.S. Benefit Plan orotherwise, and (iv) neither Seller nor its Affiliates have employed or employ any “leasedemployees” as defined in Section 414(n) of the Code.               (l) In relation to the Rockwood UK Retirement Plan (“Rockwood UK Plan”) and theCompugraphics International Limited Pension and Life Assurance Plan (the
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“Compugraphics Plan”, and together with the Rockwood UK Plan, “UK BenefitPlans”), neither Seller nor any Transferred Company has given any legally enforceableundertaking or assurance as to the continuance or improvement of the UK Benefit Plans.               (m) All Transferred Companies have complied with any obligations under Section 3 of the UKWelfare Reform and Pensions Act 1999 to facilitate access to a stakeholder pension scheme.               (n) To the Knowledge of Seller, none of UK Benefit Plans, Rockwood Sellers or TransferredCompanies is engaged or involved in any proceedings which relate to or are in connection with anyUK Benefit Plan or the benefits thereunder and, to the Knowledge of Seller, there are no factslikely to give rise to any such proceedings. In this sub-section, “proceedings” shall meanany litigation or arbitration and also includes any investigation or determination by the PensionsOmbudsman or the Occupational Pension Advisory Service, any notice or order issued by the PensionsRegulator or any complaint under any internal dispute resolution procedure established inconnection with any UK Benefit Plan.               (o) Each UK Benefit Plan is a registered scheme within the meaning of Chapter 2 of Part 4 ofthe UK Finance Act 2004 and, to the Knowledge of Seller, there is no reason why deregistration mayoccur.               (p) All contributions and premiums which are payable by Transferred Companies under UK BenefitPlans and all contributions due from Transferred Employees and payable by way of TransferredCompanies’ payroll to UK Benefit Plans have been duly paid when due.               (q) The Compugraphics Plan has at all times been administered in all material respects inaccordance with the trusts, powers and provisions of its governing
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documentation and has been administered in all material respects in accordance with, andcomplies in all material respects with all applicable legislation and the general requirements oftrust law and other applicable Laws regulations or requirements (including those of HM Revenue andCustoms and any European Union law) and UK Transferred Companies and any other participatingemployers under UK Benefit Plans have fulfilled all their obligations in all material respectsunder such UK Benefit Plans.               (r) All lump sum death benefits which may be payable under the UK Benefit Plans on members’death in service (other than a refund of members’ contributions with interest where appropriate)are fully insured under a policy with an insurance company.               (s) All levies due to the Board of the UK Pension Protection Fund in respect of theCompugraphics Plan have been paid when due.               (t) None of the trustees of any UK Benefit Plan has appeared at any time on the PensionsRegulator’s list of prohibited trustees.               (u) No UK Transferred Company has been a party to any act or omission that falls within thedescription under Section 38(5) of the UK Pensions Act 2004.          2.13 Transactions with Affiliates. Set forth on Schedule 2.13 of the DisclosureLetter hereto is a true and complete list of all Contracts (other than intercompany purchaseorders entered into in the Ordinary Course of Business) to which any Affiliate of the TransferredCompanies (other than a Transferred Company), on one hand, and any Transferred Company, on theother hand, is a party, that will remain in effect following the Closing. No employee, officer,director or stockholder of any Transferred Company, any member of his or her immediate family orany of their respective Affiliates (“Related Persons”) (i) owes any amount to anyTransferred Company nor does any Transferred Company owe any amount to, or has any Transferred
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Company committed to make any loan or extend or guarantee credit to or for the benefit of, anyRelated Person (in the case of employees, other than those relating to the employment of suchperson), (ii) is involved in any business arrangement or other relationship with any TransferredCompany (whether written or oral) (in the case of employees, not relating to their employment (ifany)) or (iii) owns any material property or right, tangible or intangible, that is used by anyTransferred Company.          2.14 Environmental Matters.               (a) The Transferred Companies are, and for the three years prior to the date of this Agreementhave been, in all material respects, in compliance with all Environmental Requirements.               (b) The Transferred Companies have not received any written notice prior to the date of thisAgreement from any Governmental Authority or third party regarding any material actual or allegedliability of, or material failure to comply by, the Transferred Companies under EnvironmentalRequirements which (x) remain outstanding and/or unresolved or (y) within the three years prior tothe date of this Agreement, whether or not remaining outstanding and/or unresolved.               (c) To the Knowledge of Seller, the Transferred Companies have not undertaken or assumed anymaterial liability with respect to the Business, including any investigatory, corrective orremedial obligation, under Environmental Requirements (except that the Leases, Material Contractsand Permits may contain indemnities and agreements regarding such liabilities).
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               (d) The consummation of the transactions contemplated by this Agreement will not trigger anymaterial investigation or remediation requirements under any Environmental Requirement.               (e) None of the Transferred Companies nor any of their directors or employees or officers hasin the three year period prior to the date of this Agreement incurred any civil or criminalliability under Environmental Requirements.               (f) Buyer has been supplied with copies of all environmental surveys, audits or assessments inthe possession of Seller or the Transferred Companies relating to the Owned Property and the LeasedProperty.          2.15 Intellectual Property.               (a) The Transferred Companies either own or by license or otherwise have the right to use allmaterial rights under all trade secrets, patents, trademarks, trade names, copyrights, Internetdomain names, databases and data collections, mask works and other intellectual property rightsrecognized by any Governmental Authority (“Intellectual Property”) which are used in theoperation of the Business or which relate to products made or processes practiced by the Businessas of the date of this Agreement. Schedule 2.15(a) of the Disclosure Letter sets forth alist of all such Intellectual Property registered or patented on the date of this Agreement andowned, in whole or in part, by any Transferred Company or any Affiliate thereof with the UnitedStates Patent and Trademark Office or comparable offices in foreign jurisdictions, together withapplications for the foregoing as of the date of this Agreement, excluding registrations andapplications of the Seller Marks, listing for each patent and trademark: (i) the title or mark asapplicable, (ii) jurisdiction of registration and (iii) owner(s) as
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of the date hereof. The Transferred Companies have taken or cause to be taken all actionsrequired to maintain such registrations or patents in full force and effect in all materialrespects.               (b) Except as set forth on Schedule 2.15(b) of the Disclosure Letter, (x) noTransferred Company nor any of its Affiliates (including any Rockwood Seller) is on the date ofthis Agreement, and during the preceding three (3) years prior to the date hereof has not been, aparty to or the subject of any material infringement, interference, opposition or similarProceeding challenging the right or title to or use of any material Intellectual Property used inconnection with the Business, and (y) no such Proceeding has, to the Knowledge of Seller, beenthreatened in writing during such three (3) year period.               (c) To the Knowledge of Seller, the conduct of the Business as currently conducted and asconducted in the three (3) year period prior to the date hereof does not and has not infringe(d),misappropriate(d) or otherwise violate(d) or conflict(ed) with, in any material respect, anymaterial Intellectual Property rights of any other Person, including Seller and its Affiliates.               (d) Immediately following the Closing, the Transferred Companies shall own, or by license orotherwise have the right to use, all Intellectual Property required to conduct the Business in allmaterial respects in the manner in which it is conducted on the date hereof, except the right touse the Seller Marks.               (e) Except as described on Schedule 2.15(e) to the Disclosure Letter, the TransferredCompanies own, lease or license all material information systems used in connection with theBusiness as operated on the date hereof.               (f) Schedule 2.15(a) to the Disclosure Letter indicates those United States andEuropean patents (the “Shadow Patents”) owned by the Transferred Companies that
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include claims that relate to the two products sold by the Transferred Companies under theShadow name (“Shadow Products”). The claims of the Shadow Patents cover a substantialportion of the method of application of Shadow Products in the manufacture of printed circuitboards as provided for in the specifications and instructions for use of the Shadow Products by theTransferred Companies as of the date of this Agreement.          2.16 Brokers. Except for Credit Suisse Securities (USA) LLC, whose fees and expenseswill be paid by Seller, no broker, finder or investment banker or other Person is entitled to anybrokerage, finder’s or other fee or commission in connection with this Agreement, the AncillaryDocuments or the transactions contemplated hereby or thereby based upon any agreements, written,oral or otherwise made by or on behalf of Seller or any of its Affiliates (including theTransferred Companies).          2.17 Sufficiency. After giving effect to the Restructurings, the Business Assets willcomprise all of the material Assets used by the Rockwood Sellers and their Affiliates in connectionwith the Business (other than Administrative Assets). The Business Assets (together with theAdministrative Assets) are sufficient in all material respects for the conduct of the Businessimmediately following the Closing in the same manner as currently conducted.          2.18 Customers and Suppliers.               (a) Schedule 2.18 of the Disclosure Letter sets forth a list of the ten (10) largestcustomers and the ten (10) largest suppliers of the Transferred Companies, as measured by thedollar amount of purchases therefrom or thereby, during each of the fiscal years ended December 31,2005 and 2006, showing the approximate total sales by the Transferred Companies to each suchcustomer and the approximate total purchases by the Transferred Companies from each such supplier,during such period.
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               (b) Between the date of the Balance Sheet and the date of this Agreement, no customer orsupplier listed on Schedule 2.18 of the Disclosure Letter has terminated its relationshipwith any Transferred Company or materially reduced or changed the pricing or other terms of itsbusiness with any Transferred Company and, to the Knowledge of Seller, no customer or supplierlisted on Schedule 2.18 of the Disclosure Letter has notified any Transferred Company thatit intends to terminate or materially reduce or change the pricing or other terms of its businesswith any Transferred Company.          2.19 Inventories. The Transferred Companies have good title to all of the inventoriesof the Transferred Companies (including raw materials and work in process) and no such inventoriesare consigned. The inventories of the Transferred Companies are in good and marketable condition,and are usuable and of a quantity and quality saleable in the Ordinary Course of Business, subjectto applicable reserves. The inventories of the Transferred Companies constitute in all materialrespects sufficient quantities for the normal operation of the Business in the Ordinary Course ofBusiness. To the Knowledge of Seller, the reserves reflected on the Balance Sheet in respect ofinventory are adequate.          2.20 Accounts Receivable and Payables.               (a) All accounts receivable of the Transferred Companies have arisen from bona fidetransactions in the Ordinary Course of Business and are payable on ordinary trade terms. To theKnowledge of Seller, the reserves reflected on the Balance Sheet in respect of accounts receivableare adequate.               (b) All accounts payable of the Transferred Companies reflected in the Balance Sheet orarising after the date thereof are the result of bona fide transactions in the Ordinary Course ofBusiness.
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          2.21 Banks. To the Knowledge of Seller, Schedule 2.21 of the DisclosureLetter contains a complete and correct list of the names and locations of all banks in whicheach Transferred Company has accounts.          2.22 NO OTHER REPRESENTATIONS OR WARRANTIES. EXCEPT FOR THE REPRESENTATIONS ANDWARRANTIES CONTAINED IN THIS ARTICLE II, SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS ORIMPLIED, WRITTEN OR ORAL, AND SELLER HEREBY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLELAW ANY SUCH REPRESENTATION OR WARRANTY (INCLUDING WITHOUT LIMITATION ANY WARRANTY OFMERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE), WHETHER BY SELLER, THE OTHER ROCKWOODSELLERS, THE TRANSFERRED COMPANIES, THEIR AFFILIATES OR ANY OF THEIR OFFICERS, DIRECTORS,EMPLOYEES, AGENTS OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO THE TRANSFERREDCOMPANIES, THE BUSINESS OR THE SHARES, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO BUYER, ANYAFFILIATE OF BUYER OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OR ANYOTHER PERSON OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY PROJECTIONS OR DUE DILIGENCEREPORTS) BY SELLER, THE OTHER ROCKWOOD SELLERS, THE TRANSFERRED COMPANIES OR ANY OF THEIRAFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OR ANY OTHER PERSON WITHRESPECT TO ANY ONE OR MORE OF THE FOREGOING. BUYER ACKNOWLEDGES THAT IN ENTERING INTO THISAGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY IT IS NOT
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RELYING ON ANY INFORMATION OTHER THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THISAGREEMENT.          2.23 Environmental Representations and Warranties. Section 2.14 contains theexclusive representations and warranties of Seller concerning (i) compliance by the TransferredCompanies and the Business with Environmental Requirements, (ii) obligations and liabilities of theTransferred Companies and the Business under Environmental Requirements and (iii) obligations andliabilities of the Transferred Companies and the Business in respect of contamination of real andpersonal property with hazardous materials or pollution.ARTICLE IIIREPRESENTATIONS AND WARRANTIES OF BUYER          Buyer hereby represents and warrants to Seller as follows:          3.1 Organization and Good Standing. Buyer is a corporation, duly organized, validlyexisting and in good standing under the Laws of Delaware.          3.2 Authority, Approvals and Consents.               (a) Buyer has the corporate power and authority to execute, deliver and perform this Agreementand the Ancillary Documents to be executed and delivered by Buyer and to consummate thetransactions contemplated hereby and thereby. The execution, delivery and performance by Buyer ofthis Agreement and the Ancillary Documents to which it is, or is specified to be, a party and theconsummation of the transactions contemplated hereby and thereby by Buyer have been duly authorizedand approved by the Board of Directors (or other comparable governing bodies) of Buyer and no othercorporate proceedings on the part of Buyer or the shareholders or other equity holders of Buyer arenecessary to authorize and approve this Agreement and the Ancillary Documents to be executed anddelivered by Buyer and the transactions contemplated hereby and thereby. This Agreement has beenduly executed and
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delivered by Buyer, and the Ancillary Documents to be executed and delivered by Buyer at theClosing will be duly executed and so delivered by Buyer. This Agreement constitutes, and at theClosing each Ancillary Document to be executed and delivered by Buyer will constitute, a valid andbinding obligation of Buyer, enforceable against Buyer in accordance with its terms, except asenforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium,fraudulent transfer or similar Laws affecting creditors’ rights generally.               (b) The execution and delivery by Buyer of this Agreement does not, the execution and deliveryby Buyer of each Ancillary Document to which it is, or is specified to be, a party will not, andthe consummation by Buyer of the transactions contemplated hereby and thereby, and the performanceby Buyer of its obligations hereunder and thereunder and compliance by Buyer with the terms hereofand thereof will not, conflict with, or result in any material violation of or material default(with or without notice on lapse of time, or both) under, or give rise to a right of termination,cancellation or acceleration of any material obligation or to loss of a material benefit under, orresult in the creation of any material Lien upon any of the Assets of Buyer under, any provision of(i) the certificate of incorporation or by-laws (or comparable governing instruments), each as ineffect, of Buyer, (ii) any Contract to which Buyer is a party or by which any of its Assets isbound or (iii) any Order or Law applicable to Buyer or its Assets. No material Approval or otherPerson is required to be obtained or made by or with respect to Buyer in connection with theexecution, delivery and performance of this Agreement or any Ancillary Document by Buyer or theconsummation by Buyer of the transactions contemplated hereby or thereby other than (w) theApprovals set forth on Schedule 3.2 of the Buyer Disclosure Letter, (x) compliance with andfilings under the HSR Act, (y) Non-U.S. Antitrust Approvals and (z) those that may be requiredsolely by reason of the Rockwood
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Seller’s and the Transferred Companies’ (as opposed to any other third party’s) participationin the transactions contemplated hereby and by the Ancillary Documents.          3.3 Brokers. No broker, finder or investment banker or other Person is entitled toany brokerage, finder’s or other fee or commission in connection with this Agreement, the AncillaryDocuments or the transactions contemplated hereby or thereby based upon any agreements, written,oral or otherwise made by or on behalf of Buyer or any of its Affiliates.          3.4 Investment Intent of Buyer. Buyer is acquiring the Shares pursuant to thisAgreement for its own account for investment purposes only, and not with the view to or inconnection with any distribution thereof.          3.5 Financing. Buyer has available cash or has existing borrowing facilities or firmcommitments which, together with its available cash, are sufficient to enable it to consummate thetransactions contemplated hereby and by the Ancillary Documents and to pay all fees and expensesincurred by Buyer in connection therewith. True and complete copies of all such facilities andcommitments (including all exhibits or schedules thereto, and any separate agreements or lettersbearing on such facilities and commitments) have been provided to Seller prior to the date of thisAgreement.ARTICLE IVCOVENANTS          4.1 Access; Confidentiality.               (a) Between the date hereof and the Closing, Seller will cause the Transferred Companies,during normal business hours and upon reasonable prior notice, to (i) provide to Buyer and itsrepresentatives full access to the premises, property, books and records of the TransferredCompanies related to the Business, (ii) furnish to Buyer and its representatives financialinformation, operating data and other information pertaining to the Business and the
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Business Assets, (iii) make available for inspection and copying by Buyer copies of anydocuments relating to the foregoing and (iv) permit Buyer and its representatives to conductreasonable interviews of executive officers of the Transferred Companies; provided,however, that (x) Buyer shall exercise its right under this Section 4.1(a) in such a manneras to not unreasonably interfere with the operation of the Business and (y) Seller may limit suchaccess described in clauses (i) through (iv) above to the extent such access (A) would, in theopinion of Seller’s counsel, violate or give rise to liability under applicable Law or (B) wouldrequire Seller or any of its Affiliates to waive any attorney-client privilege.               (b) All information provided to Buyer or its representatives by or on behalf of Seller, theother Rockwood Sellers, the Transferred Companies, their Affiliates or their representatives(whether pursuant to this Section 4.1 or otherwise) will be governed and protected by theConfidentiality Agreement between Rockwood Holdings, Inc. and OM Group, Inc. dated June 6, 2007(the “Confidentiality Agreement”).          4.2 Announcements. Prior to the Closing, no party (or any Affiliate thereof) willissue any press release or otherwise directly or indirectly make any public statement or furnishany statement or make any announcement generally to its customers with respect to the transactionscontemplated hereby without the prior consent of the other party, except as may be required byapplicable Law or the rules of any stock exchange on which their securities (or securities of anyof their Affiliates) are listed or traded (in which case the party required (or whose Affiliate isrequired) to make the release, statement or announcement shall, to the extent practicable under thecircumstances, allow the other party reasonable time to comment on such release or announcement inadvance of its issuance (the first party being under no obligation to accept any such comments)).
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          4.3 Conduct of Business Prior to the Closing. (a) Except as otherwise expresslyprovided in this Agreement or with the prior written consent of Buyer (not to be unreasonablywithheld or delayed) or as required by applicable Law or set forth on Schedule 2.6 of theDisclosure Letter, between the date hereof and the Closing, the Rockwood Sellers shall, and theRockwood Sellers shall cause the Transferred Companies to:                    (i) conduct the respective businesses of the Transferred Companies only in the Ordinary Courseof Business;                    (ii) use their commercially reasonable efforts to (A) preserve the present businessoperations, organization (including officers and employees) and goodwill of the TransferredCompanies and (B) preserve the present relationships with Persons having business dealings with theTransferred Companies (including customers and suppliers);                    (iii) use commercially reasonable efforts (A) to maintain all of the Business Assets in theircurrent condition, ordinary wear and tear excepted, and (B) continue to maintain insurance inrespect of the Transferred Companies in accordance with past practices; and                    (iv) (A) maintain the books and records of the Transferred Companies in the Ordinary Course ofBusiness and (B) continue to collect accounts receivable and pay accounts payable in the OrdinaryCourse of Business.               (b) Without limiting the generality of the foregoing, except as otherwise expressly providedin this Agreement or with the prior written consent of Buyer (not to be unreasonably withheld ordelayed) or as required by applicable Law, the Rockwood Sellers shall not, and the Rockwood Sellersshall cause the Transferred Companies not to:
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                    (i) repurchase, redeem or otherwise acquire any outstanding shares of the capital stock orother securities of, or other ownership interests in, any Transferred Company;                    (ii) transfer, issue, allot, sell, pledge, encumber or dispose of any shares of capital stockor other securities of, or other ownership interests in, any Transferred Company or grant options,warrants, calls or other rights to purchase or otherwise acquire shares of the capital stock orother securities of, or other ownership interests in, any Transferred Company;                    (iii) effect any recapitalization, reclassification, stock split, combination or like changein the capitalization of any Transferred Company or amend the terms of any outstanding securitiesof any Transferred Company;                    (iv) amend the certificate of incorporation or by-laws or equivalent organizational orgoverning documents of any Transferred Company;                    (v) except as required by applicable Law or any Material Agreement or Benefit Plans in effecton the date hereof (in accordance with such Material Agreement or Benefit Plan), (A) increase thesalary or other compensation of any director, officer or employee of any Transferred Company,except for normal increases in the Ordinary Course of Business, (B) grant any unusual orextraordinary bonus, benefit or other direct or indirect compensation to any director, officer,employee or consultant, (C) increase the coverage or benefits available under any (or create anynew) severance pay, termination pay, vacation pay, company awards, salary continuation fordisability, sick leave, deferred compensation, bonus or other incentive compensation, insurance,pension or other employee benefit plan or arrangement made to, for, or with any of the directors,officers, employees, agents or representatives of any
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Transferred Company or otherwise modify or amend or terminate any such plan or arrangement or(D) enter into any employment, deferred compensation, severance, special pay, consulting,non-competition or similar agreement or arrangement with any directors or officers of anyTransferred Company (or amend (except for Section 409A amendments) any such agreement to which anyTransferred Company is a party);                    (vi) voluntarily subject to any Lien (other than Permitted Liens) or otherwise encumber or,except for Permitted Liens, permit, allow or suffer to be encumbered, any of the Business Assets(whether tangible or intangible);                    (vii) acquire any material Assets or sell, assign, license, transfer, convey, lease orotherwise dispose of any of the material Business Assets other than in the Ordinary Course ofBusiness;                    (viii) enter into or agree to enter into any merger or consolidation with any Person, engagein any new material line of business or invest in, make a capital contribution to, or otherwiseacquire the securities, of any other Person;                    (ix) make a loan or advance to any other Person, except for loans and advances which are notmaterial which are made in the Ordinary Course of Business;                    (x) cancel or compromise any debt or claim or waive or release any material right of anyTransferred Company except in the Ordinary Course of Business;                    (xi) enter into any commitment for capital expenditures of the Transferred Company in excessof U.S. $50,000 for any individual commitment and U.S. $500,000 for all commitments in theaggregate, other than those provided for in the capital expenditure budgets of the TransferredCompanies provided to Buyer;
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                    (xii) enter into, modify or terminate any labor or collective bargaining agreement of anyTransferred Company, through negotiation or otherwise;                    (xiii) introduce any material change with respect to the operation of the Transferred Company,including any material change in the types, nature or composition of its products or services, or,other than in the Ordinary Course of Business, make any change in product specifications or termsof distribution of such products or change its discount, allowance or return policies or grant anydiscount, allowance or return terms for any customer or supplier not in accordance with suchpolicies;                    (xiv) enter into any transaction or enter into, modify or renew any Contract which by reasonof its size, nature or otherwise is not in the Ordinary Course of Business;                    (xv) make any investments in or loans to, or pay any fees or expenses to, or enter into ormodify any Contract with any Related Persons, except, in the case of employees, in the OrdinaryCourse of Business;                    (xvi) make a material change in its Tax accounting methods;                    (xvii) change or rescind any material election in respect of Taxes, other than entityclassification elections with respect to Transferred Companies (other than U.S. TransferredCompanies), amend any material Tax Return, enter into any material closing agreement, or settle anymaterial claim or assessment in respect of Taxes, in each case, which could reasonably be expectedto affect the Tax liability of any Transferred Company for any taxable period beginning after theClosing Date;                    (xviii) enter into any Contract that restrains, restricts, limits or impedes the ability ofany Transferred Company to (A) compete with or conduct any business or
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line of business in any geographic area or (B) solicit the employment of any persons (in thecase of clause (B), other than confidentiality, employment, management, consulting and othersimilar agreements entered into in the Ordinary Course of Business and those contained in license,distribution, toll manufacturing and similar agreements, in each case which are not material);                    (xix) in any material respect, terminate, amend, restate, supplement or waive any rights underany Material Agreement, Lease, or Company Permit;                    (xx) settle or compromise any pending or threatened Proceeding or any claim or claims for anamount that would, individually or in the aggregate, reasonably be expected to be greater than U.S.$100,000; or                    (xxi) change or modify its credit, collection or payment policies, procedures or practices,including acceleration of collections or receivables (whether or not past due) or fail to pay ordelay payment of payables or other liabilities, in each case except in the Ordinary Course ofBusiness.          Notwithstanding any provision of this Agreement, the Transferred Companies may distribute someor all of their cash to their stockholders or other equity holders at or prior to the Closing and,prior to the Closing, the Rockwood Sellers may continue to manage the Transferred Companies’ cashthrough intercompany accounts and cash management arrangements consistent with past practices.Notwithstanding the foregoing, Seller will consult with Buyer and at Buyer’s reasonable request,not distribute funds it intended to distribute.          4.4 Consents; Cooperation. Subject to the terms and conditions hereof, includingSection 4.5, Seller and Buyer will use commercially reasonable efforts (and to the extentnecessary, will use commercially reasonable efforts to cause their Affiliates to use commerciallyreasonable efforts):
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               (a) to obtain, secure or make prior to the earlier of the date required (if so required) orthe Closing Date, any Consents or Approvals of, to or with any Governmental Authority or any otherthird party that are required for the consummation of the transactions contemplated by thisAgreement, including in connection with assignment by an Affiliate of Seller of all MaterialContracts to which a Transferred Company is not a contract party;               (b) to defend, consistent with applicable Law, any Proceeding, whether judicial oradministrative, whether brought derivatively or on behalf of third parties (including GovernmentalAuthorities) challenging this Agreement or the transactions contemplated hereby;               (c) to furnish to each other such information and assistance as may reasonably be requested inconnection with the foregoing; and               (d) to take, or cause to be taken, all action and to do, or cause to be done, all thingsnecessary, proper or advisable to consummate and make effective the transactions contemplated bythis Agreement including satisfaction, but not waiver, of the closing conditions set forth inArticles V and VI.          4.5 Competition Filings. In furtherance of the respective obligations of Buyer andSeller contained in Section 4.4, Seller and Buyer shall (a) as promptly as practicable, but in noevent later than ten (10) Business Days, following the execution and delivery of this Agreement,file or cause to be filed with the Federal Trade Commission (“FTC”) and the United StatesDepartment of Justice (“DOJ”) the initial notification and report form under the HSR Actrequired for the transactions contemplated hereby, (b) as promptly as practicable prepare and fileor cause to be filed all Non-US Antitrust Approvals, (c) cooperate in responding promptly to anyRequest for Additional Information and Documentary Material under the HSR Act or other request forfurther information from any Governmental Authority in respect of such filings and
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the transactions contemplated by this Agreement, (d) seek to terminate any waiting periodsunder the HSR Act or applicable to Non-US Antitrust Approvals as soon as practicable and (e)furnish the other party and the other party’s counsel as promptly as practicable with all suchinformation and reasonable assistance as may be reasonably required in order to effectuate theforegoing actions. Subject to the terms and conditions herein provided and without limiting theforegoing, each party hereto shall use commercially reasonable efforts to take, or cause to betaken, all other actions and do, or cause to be done, all other things necessary, proper oradvisable to consummate and make effective the transactions contemplated hereby, including takingall such further action as reasonably may be necessary to resolve such objections, if any, as theFTC, the DOJ or any other Governmental Authority may assert under Antitrust Laws with respect tothe transactions contemplated hereby, and to avoid or eliminate each and every impediment under anyLaw that may be asserted by any Governmental Authority with respect to the transactionscontemplated hereby so as to enable the Closing to occur as soon as expeditiously possible. Infurtherance thereof, the parties agree that if any administrative or judicial action or proceeding,including any action or proceeding by a private party, is instituted (or threatened to beinstituted) challenging any transaction contemplated by this Agreement as violative of anyAntitrust Law, Seller and Buyer shall cooperate in all respects with each other and shall use theirrespective best efforts to contest and resist any such action or proceeding and to have vacated,lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary,preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummationof the transactions contemplated by this Agreement. Notwithstanding anything to the contrarycontained herein, in no event will Buyer, the Transferred Companies or any of their respectiveAffiliates be required to make any proposals, execute or carry out any agreements or submit to
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any Antitrust Law seeking to impose any limitations on the ability of Buyer, the TransferredCompanies or any of their respective Affiliates to acquire, operate or hold, or to require Buyer,the Transferred Companies or any of their respective Affiliates to dispose of or hold separate, anyportion of their assets or business. Subject to applicable Law, the preservation of theattorney-client privilege and the instructions of any Governmental Authority, Seller and Buyershall each keep the other informed of the status of matters relating to the completion of thetransactions contemplated thereby, including promptly furnishing the other with copies of noticesor other communications between Seller or Buyer, as the case may be, or any of their respectiveAffiliates (with any competitively sensitive information being provided on an external counselbasis only), and any third party and/or any Governmental Authority with respect to suchtransactions. Seller and Buyer shall permit counsel for the other party reasonable opportunity toreview in advance, and consider in good faith the views of the other party in connection with, anyproposed written communication to any Governmental Authority with respect to such transaction.Seller and Buyer each agree not to participate in any substantive meeting or discussion, either inperson or by telephone, with any Governmental Authority in connection with Buyer’s proposedpurchase of the Transferred Companies unless it consults with the other party in advance and, tothe extent not prohibited by such Governmental Authority, gives the other party the opportunity toattend and participate.          4.6 Use of Name.               (a) Buyer agrees that (except as set forth in the next sentence) neither Buyer nor itsAffiliates (including the Transferred Companies) shall have any right to use of the name “Rockwood”or any service marks, trademarks, trade names, identifying symbols, logos, emblems, signs orinsignia related thereto or containing or comprising the foregoing, including
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any name or mark confusingly similar thereto (collectively, the “Seller Marks”), andwill not at any time hold itself out as having any affiliation with Seller or any of itsAffiliates; provided, however, that Buyer and its Affiliates (including theTransferred Companies) shall have the right to use the names of the Transferred Companies (or anyderivative thereof, excluding the word “Rockwood”) or any service marks, trademarks, trade names,identifying symbols, logos, emblems, signs or insignia related thereto or containing or comprisingthe foregoing (other than those containing the word “Rockwood”). After the Closing, Buyer agreesthat if any of the Business Assets, including any promotional materials or printed forms, bear the“Rockwood” name (or any derivative thereof), Buyer shall, prior to the use of such Business Assets,delete or cover the “Rockwood” name and clearly indicate that the Transferred Companies are nolonger affiliated with Seller or any Affiliate thereof, except that it may, for a period of ninety(90) days after the Closing Date, use the remaining inventory of business cards, stationery,packaging materials, displays, signs, promotional materials and other similar materials(“Supplies”) which contain the name “Rockwood,” provided such Supplies are used only inconnection with the sale of the Transferred Companies’ products of the type sold prior to theClosing.               (b) Buyer agrees to cause each Transferred Company that contains the name “Rockwood” topromptly following the Closing, and in any event within ninety (90) days after the Closing Date,change its name such that its name does not include the name “Rockwood” (or one confusinglysimilar).          4.7 Notification of Certain Matters. Between the date hereof and the Closing, (i)Seller will give prompt notice in writing to Buyer of any event, fact, change, occurrence,non-occurrence or circumstance of which it has Knowledge, or of which it receives notice, that (x)has had or could reasonably be expected to have, individually or in the aggregate, taken together
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with other events or circumstances, a Material Adverse Effect or (y) will result, or has areasonable prospect of resulting, in the failure to satisfy a condition specified in Article V,(ii) Seller will give Buyer prompt notice upon acquiring knowledge of the institution of or thethreat of institution of any Proceeding against any Rockwood Seller or any Transferred Companyrelated to this Agreement or the transactions contemplated hereby, (iii) Buyer will give promptnotice in writing to Seller of any event, fact, change, occurrence, non-occurrence or circumstanceof which it has knowledge, or of which it receives notice, that will result, or has a reasonableprospect of resulting, in the failure to satisfy a condition specified in Article VI, and (iv)Buyer will give Seller prompt notice upon acquiring knowledge of the institution of or the threatof institution of any Proceeding against Buyer or any of its Affiliates related to this Agreementor the transactions contemplated hereby. The delivery of any notice pursuant to this Section 4.7shall not limit or otherwise affect the remedies available hereunder to the party receiving suchnotice, or the representations, or warranties of, the indemnification obligations of, or theconditions to the obligations of, the parties hereto.          4.8 Retention of Books and Records. Buyer will cause the Transferred Companies tomake available after the Closing Date all books, records and other documents pertaining to theTransferred Companies in existence on the Closing Date and in the possession of the TransferredCompanies at such time for examination and copying by Seller or its representatives, at Seller’sexpense, upon reasonable notice and for a reasonable purpose, such as defending litigation orpreparing Tax Returns and financial statements. Buyer agrees to cause the Transferred Companies topreserve such books, records or documents in accordance with Buyer’s document retention policy fromtime-to-time, provided that no such books, records or
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documents relating to Taxes will be destroyed by Buyer or the Transferred Companies for seven(7) years following the Closing.          4.9 Permits. Buyer shall be responsible for effecting the updates and amendments andreissuances of Permits required in connection with the change in ownership of the TransferredCompanies provided for herein. Seller will reasonably cooperate with Buyer in effecting suchupdates, amendments and reissuances and as promptly as practical after the date hereof, willidentify for Buyer all Permits of the Business.          4.10 Intercompany Agreements and Accounts; Debt. Except as set forth in Schedule4.10 of the Disclosure Letter, as of the Closing all Contracts to which a Seller or anAffiliate of a Seller (other than the Transferred Companies), on the one hand, and a TransferredCompany, on the other hand, is a party will be terminated without further liability to any partythereto with respect to periods following the Closing. Seller will cause all intercompanyIndebtedness owing from Seller and its Affiliates (other than the Transferred Companies) to theTransferred Companies to be repaid and/or canceled immediately prior to Closing. All Indebtednessof the Transferred Companies owing to Seller or any of its Affiliates shall be released, satisfiedor defeased at or prior to the Closing.          4.11 Restructurings.               (a) Seller shall use its reasonable efforts to cause the Singapore Restructuring to beconsummated as promptly as practicable and, in any event, prior to the Closing. The SingaporeRestructuring shall be implemented substantially in accordance with the steps set forth inExhibit F.               (b) Subject to the satisfaction and implementation of the steps set out at in clause (i)below, Seller will cause the Wafer Reclaim Area Lease to be assigned to an Affiliate of
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Seller that is not a Transferred Company at or prior to the Closing and the Ultra PureChemicals Lease will continue as a lease of Rockwood Electronic following the Closing. Inconnection therewith and subject to the consent and agreement of the current landlord of the WaferReclaim Area Lease, Walbrook Trustees (Jersey) Limited and Walbrook Properties Limited, the partieswill seek to take the following steps in relation to the Wafer Reclaim Area Lease and the UltraPure Chemicals Lease prior to the Closing:                    (i) Seller will use reasonable efforts to seek to (1) agree with the landlord of the WaferReclaim Area Lease to either (x) a surrender of the part of the area currently demised on which theUltra Pure Chemicals effluent treatment plant is located (the “Effluent Treatment Plant”)and agree upon a new lease for a term coterminous with the term of the Ultra Pure Chemicals Leaseto Rockwood Electronic of the surrendered area on which the Effluent Treatment Plant is situated(the “New Lease”) or (y) vary the boundary between the Wafer Reclaim Area Lease and theUltra Pure Chemicals Lease such that the Effluent Treatment Plant is subject to the Ultra PureChemicals Lease, (2) assign the Wafer Reclaim Area Lease to Excalibur Realty UK Limited and (3)have the rents on the leases adjusted so that the total rent cost under the Ultra Pure ChemicalsLease and the New Lease equal the rent that would have been paid on the Ultra Pure Chemicals leasealone or alternatively cause the surrendered area to be made subject to the existing Ultra PureChemicals Lease without a rent increase.                    (ii) Seller shall use reasonable efforts to cause the Ultra Pure Chemicals water treatmentplant (the “Water Treatment Plant”) currently located within the area demised by the WaferReclaim Area Lease to be relocated to an area within the demise of the Ultra Pure Chemicals Lease.The terms of such relocation are to be agreed on a reasonable basis, with the expense of suchrelocation to be borne by Seller.
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               (c) If the current landlord’s consent to the steps proposed in clause (i) above has not beenreceived prior to the Closing), then the Wafer Reclaim Area Lease and the Ultra Pure ChemicalsLease shall be retained by Rockwood Electronic and shall transfer as part of the consummation ofthe sale of the Shares of Rockwood Electronic hereunder. In such event, (i) Seller shall beresponsible for all incremental costs to Buyer above the costs that it would have incurred had thesteps proposed in clause (i) above been implemented at or prior to the Closing during all periodsfollowing the Closing in which such steps are not implemented, (ii) all Losses incurred by SellerIndemnitees in relation to the premises subject to the Wafer Reclaim Area Lease (other than theEffluent Treatment Plant) during any period in which such steps are not implemented shall be deemedto be Retained Liabilities and (iii) the parties shall continue to use their reasonable efforts fora period of one year from the Closing to secure such consent and implement such steps.          4.12 Guarantees. Buyer shall use its reasonable efforts to obtain, on or before theClosing Date (to the extent Seller so requests), and in any event within ninety (90) days followingthe Closing Date, the release of each of the obligations of Seller (or any Affiliate thereof, otherthan the Transferred Companies) to guaranty any liability of any Transferred Company, whichguarantees are listed on Schedule 4.12 of the Disclosure Letter and, to that end, shallprovide such guarantees or other credit support as shall be required to obtain such release. IfBuyer fails to obtain any such release or the terms of such release are unreasonable in Seller’sgood faith judgment, Buyer shall enter into an agreement (a “Guaranty Agreement”), in formreasonably satisfactory to Seller, containing covenants to indemnify Seller in respect of anyliability or expense incurred by Seller (or an Affiliate thereof, other than the TransferredCompanies) in respect of any claim made in respect of any such guaranty.
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          4.13 Covenant Not To Compete.               (a) Seller agrees, to the maximum extent not violative of applicable Law, for a period of four(4) years following the Closing Date, Seller will not, and will not permit any of its Affiliates,to engage anywhere in the world in the Restricted Business provided, however, thatnothing herein shall be construed to prevent Seller or its Affiliates from (w) owning, directly orindirectly, up to 5% of a class of equity securities issued by any Person engaged in the RestrictedBusiness that is publicly traded or listed on any securities exchange or automated quotationsystem; (x) conducting any business conducted by them on the Closing Date (other than thoseconducted through the Transferred Companies, with the exception of the Wafer Reclaim Business, thePigments Business and the Additives Business), including, without limitation, the ChemetallBusiness, the Wafer Reclaim Business, the Pigments Business and the Additives Business, (y) thebusiness carried on by Rockwood Electronic Materials SAS as of the Closing Date or (z) acquiringany Entity or business, which is not substantially engaged in the Restricted Business;provided, however, that if more than 15% of the revenues of the acquired Entity orbusiness is attributed to the Restricted Business, Seller will or will cause its applicableAffiliate, as the case may be, to use reasonable efforts to dispose of such portion of such Entityor business to the extent that it engages in the Restricted Business within twelve (12) months ofthe consummation of such acquisition by Seller or such Affiliate. For purposes of this Section4.13(a), “not substantially engaged in the Restricted Business” shall mean that no morethan 30% of the revenue derived from the last complete fiscal year of such acquired Entity orbusiness (calculated on a consolidated basis) was attributed to the Restricted Business.               (b) For a period of 18 months year from and after the Closing Date, Seller shall not, andshall cause its Affiliates not to solicit any Business Employees to leave
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employment with the Transferred Companies; provided, however, this paragraph(b) will not prohibit Seller or its Affiliates from making generalized searches for employees bythe use of advertisements in the media (including trade media, newspapers or internet advertising)or by engaging search firms to engage in searches, in each case, that are not targeted or focusedon the employees of the Transferred Companies.               (c) The provisions of paragraphs (a) and (b) of this Section 4.13 will apply only to RockwoodHoldings, Inc. and entities Controlled by Rockwood Holdings, Inc.               (d) Seller acknowledges and agrees that the covenants set forth in this Section 4.13 arereasonable in geographical and temporal scope and in all other respects.               (e) The covenants and undertakings contained in this Section 4.13 relate to matters which areof a special, unique and extraordinary character and a violation of any of the terms of thisSection 4.13 will cause irreparable injury to Buyer, the amount of which will be impossible toestimate or determine and which cannot be adequately compensated. Accordingly, the remedy at lawfor any breach of this Section 4.12 will be inadequate. Therefore, Buyer will be entitled to seeka temporary and permanent injunction, restraining order or other equitable relief from any court ofcompetent jurisdiction in the event of any breach of this Section 4.13. The rights and remediesprovided by this Section 4.13 are cumulative and in addition to any other rights and remedies whichBuyer may have hereunder or at law or in equity.               (f) If any court of competent jurisdiction determines that any provision included in thisSection 4.13 is unenforceable, such court will have the power to reduce the duration or scope ofsuch provision, as the case may be and, in reduced form, such provision shall be enforceable. Itis the intention of the parties hereto that the foregoing restrictions shall not be terminated, butshall be deemed amended to the extent required to render them valid and
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     enforceable, such amendment to apply only with respect to the operation of this Agreement inthe jurisdiction of the court that has made the adjudication.          4.14 Reporting Assistance. After the Closing, each of Seller and Buyer will (and willcause its respective Affiliates to) reasonably assist the other party in preparing information forvarious Governmental Authorities after the Closing to the extent that such information relates tothe transactions contemplated by this Agreement, the Business, the Business Assets and/or theliabilities of the Business. Such information includes, but is not limited to, informationrequired to comply with financial reporting requirements. The requesting party shall reimburse thenon-requesting party for all reasonable out-of-pocket expenses (excluding internal costs) actuallyincurred by such non-requesting party in connection with the compliance of this Section 4.14. Inthe event that Buyer is required to prepare audited financial statements for the Business duringthe 18-month period following the Closing, Seller shall cooperate fully and provide information inits possession in a timely fashion as may be reasonably requested by Buyer in order for Buyer’sindependent auditor to conduct and complete such audit.          4.15 Title Insurance. (a) Prior to the Closing, Seller will cause the TransferredCompanies to reasonably cooperate with Buyer in Buyer’s efforts to obtain title insurance inrespect of the Owned Property located in the United States. Such cooperation will include theexecution by Seller of such instruments reasonably requested to enable Buyer to obtain suchinsurance and desired endorsements, including the execution of an ALTA statement reasonably andcustomarily given in real estate transactions in the location of the applicable United States OwnedProperty; provided, however, that Seller and its Affiliates (other than theTransferred Companies) shall not be required to execute any instrument which expands in any way the
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representations and warranties contained herein or the liabilities of Seller hereunder (forpurposes of this Agreement, any instrument executed by the Transferred Companies pursuant to thisSection shall be deemed to have been executed and delivered following the Closing). The premiumsfor such title insurance will be Buyer’s responsibility.               (b) Prior to the Closing, Seller will cause the Transferred Companies to reasonably cooperatewith Buyer in Buyer’s efforts to obtain at Buyer’s expense a current survey for each parcel ofOwned Property located in the United States, prepared by a licensed surveyor and conforming tocurrent ALTA/ACSM Minimum Standard Detail Requirements for Land Title Surveys.          4.16 Further Assurances. Seller and Buyer will, and Buyer will cause the TransferredCompanies to, promptly execute, acknowledge and deliver any other assurances or documentsreasonably requested by Buyer or Seller, as the case may be, to satisfy its obligations hereunderor to consummate or implement the transactions and agreements contemplated hereby.          4.17 No Shop. From the date hereof to the termination of this Agreement, Seller willnot, and will not permit or authorize any of its Affiliates, or its or their officers, directors,employees, representatives or agents to, directly or indirectly, (i) initiate, solicit, encourage,agree to or take any other action to facilitate or accept any inquiries, proposals or offers from,(ii) enter into any discussions or negotiations with or (iii) disclose any confidentialinformation, or afford any access to the properties, books and records of the Transferred Companiesto, any Person (other than Buyer and its Affiliates and their representatives and advisors) inconnection with the sale or other disposition of the Shares or the Business.          4.18 Debt. Prior to the Closing, Seller shall provide Buyer with evidence reasonablysatisfactory to Buyer that all Indebtedness of the Transferred Companies will, as of
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the Closing, be discharged, and that all Liens securing such Indebtedness will be releasedeffective as of the Closing.          4.19 Resignation of Directors. Seller shall cause each of the directors of theTransferred Companies specified by Buyer to submit a letter of resignation effective on or beforethe Closing Date.          4.20 Taiwan Lease. Prior to the Closing, Seller will cause the Taiwan TransferredCompany to reasonably cooperate with Buyer in Buyer’s efforts to obtain an extension of the leaseby the Taiwan Transferred Company of its premises at No. 5—1 Chi Lin North Road, Chung-LiIndustrial Park R.O.C. Chung-Li, Taiwan, through May 2009 on terms specified by Buyer.          4.21 Estoppel Certificates. Prior to the Closing, Seller will cause the TransferredCompanies to reasonably cooperate with Buyer in Buyer’s efforts to obtain estoppel certificates,Lien waivers and non-disturbance agreements relating to the Leased Properties as requested by Buyerand its lenders, each in a form reasonably acceptable to Buyer and its lenders.          4.22 Section 75 Payment. Seller will cause Compugraphics and Rockwood Electronics orsuch other entity nominated by Seller to pay £800,001 to the Rockwood UK Plan on or prior to theClosing Date in full and final discharge of their debt under section 75 or 75A of the Pensions Ac1995.          4.23 Confidentiality. Seller agrees that, except as required by Law, it shall not,and shall cause its Affiliates not to disclose to any Person any Confidential Information. Forpurposes of this Section 4.23, “Confidential Information” shall mean any non-publicconfidential information with respect to the conduct or details of the Business, including methodsof
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operation, customers, and customer lists, products, proposed products, former products,proposed, pending or completed acquisitions of any company, division product line or other businessunit, prices, fees, costs, plans, designs, technology, inventions, trade secrets, know-how,software, marketing methods, policies, plans, personnel, suppliers, competitors, markets or otherspecialized information or proprietary matters.          4.24 Rockwood UK Plan. Seller shall use commercially reasonable efforts to procurethat the trust deed of the Rockwood UK Plan is amended, with effect from the day before the Closingor earlier, by adding the following new clause:“Notwithstanding anything to the contrary in the Definitive Deed and Rules, where anemployment—cessation event (as defined in Regulation 6(4) of the OccupationalPension Schemes (Employer Debt) Regulations 2005 (the “Regulations”)) occurs inrelation to Rockwood Electronic Material (“REM”) and Compugraphics InternationalLimited (“Compugraphics”), the “share of the difference” for the purposes of section75A of the Pensions Act 1995 and Regulations 6(1)(b) of the Regulations shall be“otherwise apportioned” between “employers” (as defined the Regulations) inaccordance with Regulation 6(2)(b) of the Regulations as follows:REM’s “share of difference” pursuant to Regulation 6(1)(b) and 6(2)(b) of theRegulations shall be £800,000; andCompugraphics’ “share of the difference” pursuant to Regulation 6(1)(b) and 6(2)(b)of the Regulations shall be £1.”     4.25 Compugraphics Plan. (a) On or before Closing, the Seller shall use its bestefforts to replace Compugraphics with the Seller or an undertaking which is, on the date of
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this Agreement, a subsidiary undertaking or parent undertaking of the Seller or a subsidiaryundertaking of a parent undertaking of the Seller (“Seller’s Group Undertaking”) as theprincipal employer in relation to the Compugraphics Plan. To the extent that the Seller encountersany diffculty or delay in effecting such change of principal employer, it shall forthwith informthe Buyer of the same and the Buyer may take whatever action of a non-financial nature it sees fit,with such assistance from the Seller as it reasonably requires, to assist in the effecting of suchchange of principal employer. Subject to the action envisaged by this paragraph not causing aliability under Section 75 or 75A of the Pensions Act 1995 (or any statutory modificaiton orre-enactment thereof) to arise in respect of Compugraphics, where the Seller or a Seller’s GroupUndertaking replaces Compugraphics as the principal employer of the Compugraphics Plan, the Sellerwill procure that the new principal employer admits at least two of its employees to activemembership in the Compugraphics Plan for a period of its choosing which commences as soon asreasonably practicable after Compugraphics ceases to participate in the Compugraphics Plan andceases to employ any active members in the Compugraphics Plan.               (b) In the event that such substitution of principal employer has not taken place by theClosing Date, the Seller and the Buyer shall use their respective reasonable efforts to replaceCompugraphics with the Seller or a Seller’s Group Undertaking as the principal employer in relationto the Compugraphics Plan as soon as reasonably practicable after the Closing Date.               (c) The Seller (where clause (a) applies) and the Buyer (where clause (b) applies) willprocure that:
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                    (i) Compugraphics shall cease for the purposes of the rules of the Compugraphics Plan toparticipate in the Compugraphics Plan immediately on ceasing to be the principal employer of suchscheme; and                    (ii) the Compugraphics Plan shall be amended or trustee agreement obtained to ensure thatfollowing Compugraphics’ cessation of participation in the Compugraphics Plan the liability forbenefits shall be retained within the Compugraphics Plan as envisaged by the proviso to clause 24.3of the Compugraphics Plan’s definitive deed.               (d) Where Compugraphics has not ceased to participate in the Compugraphics Plan prior to theClosing Date, the Seller will procure that all active membership of the Compugraphics Plan shallterminate prior to the Closing Date.               (e) The Buyer will procure that it and its Affiliates and their successors (excludingCompugraphics) shall not participate in or exercise any powers in relation to the CompugraphicsPlan on or after the Closing Date. The Buyer will further procure that in respect of any period onor after the Closing Date when Compugraphics is a participating employer in the Compugraphics Plan,no other entity shall be admitted as a participating employer.               (f) The Buyer will procure that no liability will accrue in the Compugraphics Plan on or afterthe Closing Date as a result of employees of Compugraphics participating in the Compugraphics Planas active members on or after the Closing Date or as a result of Compugraphics taking any otheraction (such as augmenting benefits or exercising a discretion to increase benefits) on or afterthe Closing Date which results in additional liabilities accruing in the Compugraphics Plan.
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               (g) In the event that Compugraphics has power to terminate the Compugraphics Plan on or afterClosing Date, the Buyer will procure that such power is only exercised if instructed in writing bythe Seller to exercise such power.               (h) Where Compugraphics holds a discretionary power in relation to the Compugraphics Plan orthe agreement of Compugraphics is required on or after the Closing Date in respect of any mattersto be determined in respect of the Compugraphics Plan (including agreement to items relating schemefunding set out in Part 3 of the Pensions Act 2004), the Buyer will procure that Compugraphics onlygives its agreement or exercises its discretion in accordance with the written instructions of theSeller. The Buyer will also use all reasonable efforts, where Compugraphics is a participatingemployer in the Compugraphics Plan, to facilitate the Seller’s access to the trustees of theCompugraphics Plan for the purposes of discussing matters relating to the Compugraphics Plan.               (i) The Seller shall indemnify the Buyer and its Affiliates (including Compugraphics) and anyof their successors (“Specified Indemnified Parties”) from and against all Losses of theSpecified Indemnified Parties arising or which may arise, out of or in connection with anyliability relating to the Compugraphics Plan provided that this indemnity shall not apply inrespect of (i) any liability arising pursuant to section 75 of the Pensions Act 1995 (or anystatutory modification or re-enactment thereof) in relation to a relevant event (as defined insection 75(6A) of the Pensions Act 1995 (or any statutory modification or re-enactment thereof))occurring in respect of the Specified Indemnified Parties or (ii) in respect of any liability tothe extent arising from a breach of clause (e), clause (f), clause (g) or clause (h).               (j) The Seller will use its best efforts to ensure that within three years of the ClosingDate, the assets and liabilities of the Compugraphics Plan are transferred into another
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pension plan and the Compugraphics Plan is then terminated, provided that no such action shallbe required to be taken to the extent that it triggers a requirement to fund any such transferringliabilities or such receiving plan on a higher basis than a scheme funding basis.               (k) The Seller shall procure that, prior to the Closing Date, consultation shall be carriedout with the employees who are members of the Compugraphics Plan (the “CompugraphicsMembers”) to comply, so far as is possible subject to the other provisions of this Section 4.25and the remainder of this clause (k), with the obligations to consult with Compugraphics Membersunder section 259 of the Pensions Act 2004, having first agreed the content of any communicationsto the Compugraphics Employees with the Buyer, whose agreement may not be unreasonably withheld ordelayed.          4.26 Insurance. Seller will reasonably cooperate with Buyer in providing Buyer withinformation regarding insurance maintained for the Transferred Companies prior to Closing and theloss experiences of the Transferred Companies, in each case in connection with Buyer’s efforts toprocure insurance for the Transferred Companies.ARTICLE VCONDITIONS TO THE OBLIGATIONS OF BUYER          The obligations of Buyer under this Agreement to consummate the purchase of the Shares and theother transactions contemplated by this Agreement are subject to the satisfaction at or prior tothe Closing of the following conditions (each of which may be waived in whole or in part by Buyerto the extent permitted by applicable Law):          5.1 Representations and Warranties; Covenants. Each of the representations andwarranties of Seller contained in (i) Section 2.2 shall be true and correct in all materialrespects at and as of the date of this Agreement and the Closing Date, with the same effect asthough made at and as of the Closing Date and (ii) the other Sections of this Agreement shall be
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true and correct (disregarding for purposes of this condition any materiality or MaterialAdverse Effect qualification therein) at and as of the date of this Agreement and the Closing Date,with the same effect as though made at and as of the Closing Date (or, if given as of a specificdate or time other than the Closing Date, as of such date or time), except in the case of clause(ii) for such failures of the representations and warranties to be true and correct as would not,individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Sellershall have performed and complied in all material respects with all covenants and agreementsrequired by this Agreement to be performed or complied with by Seller at or prior to the Closing.At the Closing, Seller shall have furnished to Buyer a certificate dated the Closing Date, andsigned by a senior executive officer of Seller to the effect that the conditions set forth in thisSection 5.1 have been satisfied.          5.2 Competition Law Clearances. All applicable waiting periods under the HSR Actshall have expired or been terminated, and the Approvals listed on Schedule 5.2 of theDisclosure Letter shall have been obtained (and, to the extent relevant, shall remain in fullforce and effect).          5.3 No Injunctions or Restraints. No Order shall have been issued by a GovernmentalAuthority, and shall remain in effect, that restrains, enjoins or otherwise prohibits in anymaterial respect the consummation of the transactions contemplated by this Agreement to beconsummated at the Closing.          5.4 Singapore Restructuring. The Singapore Restructuring shall have been completed.
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          5.5 No Material Adverse Change. There shall not have been any event, change,occurrence, development or circumstance that, individually or in the aggregate, has had a MaterialAdverse Effect.ARTICLE VICONDITIONS TO THE OBLIGATIONS OF SELLER          The obligations of Seller to consummate the sale of the Shares and the other transactionscontemplated by this Agreement are subject to the satisfaction at or prior to the Closing of thefollowing conditions (each of which may be waived in whole or in part by Seller to the extentpermitted by applicable Law):          6.1 Representations and Warranties; Covenants. Each of the representations andwarranties of Buyer contained in this Agreement shall be true and correct in all material respects(disregarding for purposes of this condition any materiality qualification therein) at and as ofthe date of this Agreement and the Closing Date, with the same effect as though made at and as ofthe Closing Date. Buyer shall have performed and complied in all material respects with allcovenants and agreements required by this Agreement to be performed or complied with by Buyer at orprior to the Closing. At the Closing, Buyer shall have furnished to Seller a certificate dated theClosing Date, and signed by a senior executive officer of Buyer to the effect that the conditionsset forth in this Section 6.1 have been satisfied.          6.2 Competition Law Clearances. All applicable waiting periods under the HSR Actshall have expired or been terminated, and the Approvals listed on Schedule 5.2 of theDisclosure Letter shall have been obtained (and, to the extent relevant, shall remain in fullforce and effect).          6.3 No Injunctions or Restraints. No Order shall have been issued by a GovernmentalAuthority, and shall remain in effect, that restrains, enjoins or otherwise prohibits
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in any material respect the consummation of the transactions contemplated by this Agreement tobe consummated at the Closing.ARTICLE VIITERMINATION          7.1 Termination. This Agreement may be terminated at any time prior to the Closing:               (a) by mutual written consent of Buyer and Seller;               (b) by Buyer or Seller, if there shall be in effect a final, nonappealable Order of anyGovernmental Authority restraining, enjoining or otherwise prohibiting in any material respect theconsummation of the transactions contemplated hereby; provided, however, that theright to terminate this Agreement under this Section 7.1(b) shall not be available to any partywhose failure (or whose Affiliate’s failure) to fulfill any obligation under this Agreement hasbeen the primary cause of, or resulted in, such Order;               (c) by Buyer, if any condition contained in Article V shall become incapable of satisfaction(other than as a result of actions by Buyer or its Affiliates in contravention of the provisionshereof);               (d) by Seller, if any condition contained in Article VI shall become incapable of satisfaction(other than as a result of actions by Seller or its Affiliates in contravention of the provisionshereof); or               (e) by Buyer or Seller, on or after the date that is six (6) months after the date of thisAgreement, if the Closing has not occurred (other than as a result of action by the party seekingto terminate this Agreement (or its Affiliates) in contravention of the provisions hereof).
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          If Buyer or Seller terminates this Agreement pursuant to the provisions hereof, suchtermination will be effected by written notice to the other party specifying the provision hereofpursuant to which such termination is made.          7.2 Effect of Termination. Upon termination of this Agreement pursuant to Section 7.1hereof, except for the obligations contained in Section 4.1(b), this Section 7.2, Article X, therepresentations and warranties contained in Sections 2.16 and 3.3, which will survive anytermination of this Agreement, this Agreement will forthwith become null and void, and no partyhereto or any of their respective officers, directors, employees, agents, consultants, stockholdersor principals will have any liability hereunder or with respect hereto, except that nothingcontained herein shall relieve any party from liability for any willful failure to comply with anycovenant or agreement contained herein prior to the effective date of termination.ARTICLE VIIISURVIVAL AND INDEMNIFICATION          8.1 Survival. The representations and warranties contained in or made pursuant tothis Agreement will survive the Closing, but will terminate on, and be of no further force after,the date that is the 18-month anniversary of the Closing Date, the obligations of Seller underSection 8.2(d) shall survive the Closing and terminate on the fifth anniversary of the ClosingDate, the obligations of Seller under Section 8.2(e) shall survive the Closing and terminate on theseventh anniversary of the Closing Date, and the obligations of Seller under Section 8.2(g) shallsurvive the Closing and terminate on the third anniversary of the Closing Date; provided,however, that (a) the representations and warranties set forth in the Sections 2.14 and2.17 shall survive the Closing and terminate on the third anniversary of the Closing Date, (b) therepresentations and warranties set forth in Sections 2.7, 2.12 and 2.16, and the first sentence ofSection 2.8(b) and in Article III shall survive the Closing until the date that is ninety
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(90) days after the expiration of the statute of limitation applicable to the matter to which suchrepresentation or warranty relates and (c) the representations and warranties set forth in thefirst sentence of Section 2.1, and Sections 2.2 and 2.3(a) shall survive the Closing indefinitely;providedfurther, however, that such representations, warranties and rightsof indemnification shall survive to the extent a claim for indemnification or other claim basedupon, resulting from or arising out of a breach or inaccuracy of such a representation and warrantyor under such rights of indemnification is made with reasonable specificity prior to such dateuntil such claim is finally resolved. All other provisions of this Agreement will survive theClosing indefinitely in accordance with their terms.          8.2 Indemnification Obligations of Seller. If the Closing shall occur, Seller,subject to the limitations set forth in this Article, shall indemnify and hold harmless Buyer andits Affiliates (including the Transferred Companies) and each of their respective officers,directors, employees, stockholders, agents, representatives, successors and assigns (collectively,the “Buyer Indemnitees”), on a Net After-Tax Basis against and in respect of any and allLosses, which may be incurred by Buyer Indemnitees arising from, relating to or otherwise inrespect of:               (a) any failure of any representation or warranty made by Seller in Article II of thisAgreement to be true and correct as of the Closing Date;               (b) any breach by Seller of or failure by Seller to perform any of its covenants or agreementscontained in this Agreement;               (c) any Liabilities arising from or in connection with any business or activities other thanthe Business, including the Wafer Reclaim Business, the Pigments Business and Additives Business orany Liability (including with respect to Taxes) arising from or in connection with theRestructurings (“Retained Liabilities”);
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               (d) any Third Party Claims asserted against the Transferred Companies, or any action requiredunder any Environmental Requirements, in each case as a result of any Environmental Condition inexistence on the Closing Date;               (e) any Third Party Claims asserted against the Transferred Companies under EnvironmentalRequirements, or any action required under any Environmental Requirements, in each case based upon,resulting from or arising out of any storage, transportation or release into the Environment (ineach case, at sites other than the Real Property) of any Hazardous Substance generated by theTransferred Companies prior to the Closing;               (f) any Third Party Claims asserted against the Transferred Companies, or any action requiredunder any applicable Environmental Requirements attributable to or as a result of any Legacy SiteEnvironmental Matter, which are asserted against or required of the Transferred Companies as aresult of their past ownership or leasing of the relevant site;               (g) any Proceeding (including settlements thereof) asserted against the Transferred Companiesarising out of the operation of the Business of the Transferred Companies prior to the Closing(excluding those described in paragraph (d) of this Section 8.2);               (h) all Company Transaction Expenses; and               (i) the Rockwood UK Plan by virtue of section 75 and 75A of the Pensions Act 1995, theOccupational Pensions Scheme (Deficiency on Winding-Up etc.) Regulations 1996 or any legislationamending or replacing the same, except to the extent that such liability is reduced or extinguishedby the payment of the amounts referred to in Section 4.22.          8.3 Indemnification Obligations of Buyer. If the Closing shall occur, Buyer, subjectto the limitations set forth in this Article, shall indemnify Seller and its Affiliates and
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each of their respective officers, directors, employees, stockholders, agents,representatives, successors and assigns (collectively, the “Seller Indemnitees”), on a NetAfter-Tax Basis against and in respect of any and all Losses which may be incurred by SellerIndemnitees arising from, relating to or otherwise in respect of:               (a) any failure of any representation or warranty made by Buyer in Article III of thisAgreement to be true and correct as of the Closing Date; and               (b) any breach by the Buyer of or failure by Buyer to perform any of its covenants oragreements contained in this Agreement.               8.4 Limitations on Indemnification. Notwithstanding anything to the contrary in thisAgreement:               (a) the aggregate liability of Seller for Losses pursuant to Sections 8.2(a), (d) and (g)shall not exceed 20% of the Purchase Price (determined for this purpose without regard to RetainedCash Balances), except that the aggregate liability of Seller for Losses pursuant to Section 8.2(a)related to the breach of any of the representations and warranties contained in the first sentenceof Section 2.1 and in Sections 2.2, 2.3(a), 2.7, 2.12, 2.16 and 2.17 (together with the aggregateliability of Seller pursuant to Sections 8.2(a), (d) and (g)) shall not exceed the Purchase Price;               (b) the aggregate liability of Buyer for Losses pursuant to Sections 8.3(a) shall not exceed20% of the Purchase Price (determined for this purpose without regard to Retained Cash Balances),except that the aggregate liability of Buyer for Losses pursuant to Section 8.3(a) related to thebreach of any of the representations and warranties contained in Section 3.1, 3.2(a), 3.3, 3.4 and3.5 shall not exceed the Purchase Price;
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               (c) no Indemnified Party will be entitled to recover indirect, special, consequential,incidental, punitive or business interruption damages or lost revenues, profits, cost savings orsynergies pursuant to Sections 8.2(a) or 8.3(a); provided, however, that the parties acknowledgeand agree that for purposes of this Article VIII, any damages actually paid by either of them to athird party (other than an Affiliate) shall be considered direct damages for which recovery may besought in accordance with the terms hereof;               (d) no claim for indemnification may be made by a Buyer Indemnitee pursuant to Section 8.2 orby a Seller Indemnitee pursuant to Section 8.3 unless notice of such claim (describing the basicfacts or events, the existence or occurrence of which constitute or have resulted in the allegedbreach of a representation or warranty made in this Agreement or which otherwise form the basis ofthe claim) has been given to the party from whom indemnification is sought (the “IndemnifyingParty”) during the relevant survival period set forth in Section 8.1 (which, for purposes ofSections 8.2(a) and 8.3(a), will be the survival period of the representation and warranty allegedto have been breached);               (e) Seller shall have no liability pursuant to Sections 8.2(a) and (d) (x) for any Losses withrespect to an individual matter or series of related matters until the cumulative aggregate amountof the Losses with respect to such matter or series of related matters exceeds U.S. $25,000 (the“Threshold Amount”), in which case the amount of all such Losses (including those that areless than the Threshold Amount) shall be included for purposes of computing the Losses that areindemnifiable hereunder and/or applicable against the Basket Amount pursuant to clause (y) below;and (y) until the aggregate amount of the Losses of the Buyer Indemnitees for which indemnificationwould otherwise be available under Sections 8.2(a) and (d) exceeds 1% of the Purchase Price(determined for this purpose without regard to Retained Cash Balances) (the
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“Basket Amount”), after which Seller will be obligated to indemnify for only thatportion of such Losses of the Buyer Indemnitees Company that exceed the Basket Amount; providedthat the limitations set forth in sub clause (y) of this paragraph (e) shall not apply to Lossesrelated to the breach of any of the representations or warranties contained in Sections 2.1, 2.2,2.3(a), 2.7, 2.12, 2.16 and 2.17; and               (f) Seller shall have no liability pursuant to Section 8.2 for any Loss to the extent areserve with respect to such Loss is included in or taken into account in the calculation ordetermination of Closing Working Capital or reflected in the Balance Sheet or for any Lossassociated with periodic groundwater monitoring at the St. Cheron and St. Fromond facilities to theextent such monitoring is in all material respects of the same nature, magnitude and frequency asthat conducted as of the Closing.               (g) Notwithstanding any other provision of this Agreement, (x) in the event that Buyer, theTransferred Companies or their Affiliates initiate any communication with or make any notice to anyPerson (including Governmental Authorities) not reasonably required by applicable EnvironmentalRequirements that could reasonably be expected to result in or prompt Losses for whichindemnification would otherwise be available pursuant to Sections 8.2(d) or (e) or Section 8.2(a)(in respect of a breach of a representation and warranty contained in Section 2.14), Seller shallnot be responsible (and shall not indemnify Buyer Indemnitees) for any such Losses and (y) Sellershall have no liability under Section 8.2(d) and Section 8.2(a) (in respect of a breach of arepresentation and warranty contained in Section 2.14) for Losses to the extent occurring as aresult of or triggered by (A) the closure or demolition after the Closing of any part of anyfacility of a Transferred Company, or (B) environmental testing conducted on the
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Real Property following the Closing, except for such testing required to be undertaken byapplicable Environmental Requirements.          8.5 Mitigation and Recovery from Third Parties.               (a) Buyer and Seller shall each take, and shall cause their Affiliates to take, all reasonablesteps to mitigate any Loss for which indemnification may be sought hereunder, and neither Buyer norSeller shall be liable for any Loss to the extent the Indemnified Party or its Affiliates shallfail to comply with this Section 8.5(a).               (b) The amount of any Loss for which indemnification is provided under this Article VIII(before giving effect to the other limitations on indemnification set forth in this Article VIII)shall be net of any amounts actually recovered by the Indemnified Party (or any Affiliate thereof)under insurance policies, or otherwise actually recovered by the Indemnified Party (or anyAffiliate thereof) from other Persons (net of any costs incurred for the recovery of such amounts),with respect to such Loss. Buyer and Seller each agree that, unless the other party shallotherwise direct in writing, it will (and cause its Affiliates to) use reasonable efforts torecover any such amounts to the extent such recoveries would reduce amounts required to be paid bythe other party pursuant to this Article VIII.          8.6 Procedure.               (a) Any claim for indemnification under Section 8.2 or Section 8.3 will be made in accordancewith this Section 8.6. In the case of any claim for indemnification arising from a claim or demandof a third Person (a “Third-Party Claim”), the Indemnified Party will give prompt writtennotice, and in any event no more than ten (10) days following such Indemnified Party’s receipt ofsuch claim or demand, to the Indemnifying Party describing in reasonable detail the basis of suchclaim or demand as to which it may request indemnification
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hereunder, provided that the failure to notify or delay in notifying an IndemnifyingParty as provided in this sentence or the next sentence will not relieve the Indemnifying Party ofits obligations pursuant to Sections 8.2 or 8.3 above, as applicable, except to the extent thatsuch failure actually prejudices the Indemnifying Party (it being understood that any claim forindemnity pursuant to Sections 8.2 or 8.3 above must be made by notice given as provided in thissentence or the next sentence within the applicable survival period specified in Section 8.1above).               (b) If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party shallbe entitled to participate in the defense thereof and, if it so chooses, to assume sole controlover the defense, settlement, management and handling of the Third Party Claim with counselselected by the Indemnifying Party and not reasonably objected to by the Indemnified Party so longas (i) the Indemnifying Party notifies the Indemnified Party in writing within 30 days after theIndemnified Party has given notice of the Third Party Claim that the Indemnifying Party elects toassume the defense of such claim, (ii) such notice provides that the Indemnifying Party shallindemnify (subject to Section 8.4) the Indemnified Party from and against all Losses theIndemnified Party may suffer arising from, relating to or otherwise in respect of such Third PartyClaim, and (iii) the Third Party Claim involves only money damages and does not seek injunctive orother equitable relief from an Indemnified Party; provided, however, theIndemnifying Party will have no indemnification obligations with respect to any such Third PartyClaim which is settled by the Indemnified Party without the prior written consent of theIndemnifying Party (which consent may not be unreasonably withheld, delayed or conditioned).Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, theIndemnifying Party shall not be liable to the Indemnified Party for any legal expenses
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subsequently incurred by the Indemnified Party in connection with the defense thereof. If theIndemnifying Party assumes such defense, the Indemnified Party shall have the right to participate(but not control) in the defense thereof and to employ counsel, at its own expense, separate fromthe counsel employed by the Indemnifying Party. If the Indemnifying Party chooses to defend orprosecute a Third Party Claim, all the Indemnified Parties shall cooperate in the defense orprosecution thereof. Such cooperation shall include the retention and (upon the IndemnifyingParty’s request) the provision to the Indemnifying Party of records and information that arereasonably relevant to such Third Party Claim, and making employees available on a mutuallyconvenient basis to provide additional information and explanation of any material providedhereunder. The Indemnifying Party may not settle or compromise any such claim or demand withoutthe consent of the Indemnified Party (which consent may not be unreasonably withheld, delayed orconditioned) if injunctive or other equitable relief would be imposed against the Indemnified Partyas a result thereof, and any such settlement or compromise shall provide for a full andunconditional discharge and release of the Indemnified Party with respect to such Third Party Claim(given against a customary cross-release). In the event the Indemnifying Party shall fail toassume the defense of a Third Party Claim as provided herein, the Indemnified Party may defendagainst the Third Party Claim and the Indemnifying Party will remain responsible for any Losses theIndemnified Party may suffer arising from, relating to or otherwise in respect of such Third PartyClaim to the fullest extent provided by this Article VIII; provided, however, theIndemnifying Party will have no indemnification obligations with respect to any such Third PartyClaim which is settled by the Indemnified Party without the prior written consent of theIndemnifying Party (which consent may not be unreasonably withheld, delayed or conditioned).
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               (c) Any investigatory, remedial, cleanup, corrective or compliance action taken pursuant toEnvironmental Requirements in connection with any Third Party Claim arising under Section 8.2(d)and Section 8.2(a) (in respect of a breach of a representation and warranty contained in Section2.14 related to the Real Property) shall be conducted in a commercially reasonable manner and bedeemed to have been adequately completed to the extent that it attains compliance with actionlevels and clean up standards applicable to industrial properties under relevant EnvironmentalRequirements, unless a more stringent action level or clean-up standard is required under anylawful order or directive of an appropriate Governmental Authority, or a less stringent actionlevel or clean-up standard is authorized by a Governmental Authority with jurisdiction over suchmatter.               (d) In the event any Indemnified Party should have a claim against any Indemnifying Partyunder this Article VIII that does not involve a Third Party Claim being asserted against or soughtto be collected from such Indemnified Party, the Indemnified Party shall deliver notice of suchclaim with as promptly as practicable after the Indemnified Party becomes aware of the claim to theIndemnifying Party. Subject to Section 8.1, the failure by any Indemnified Party to so notify theIndemnifying Party shall not relieve the Indemnifying Party from any liability that it may have tosuch Indemnified Party under this Article VIII, except to the extent that such failure actuallyprejudices the Indemnifying Party. Upon receipt of any notice that the Indemnifying Party disputesits responsibility for all or a portion of the liability to the Indemnified Party under thisArticle VIII, the parties will negotiate in good faith to resolve, as promptly as possible, anysuch dispute.
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          8.7 Further Limitations on Indemnification.               (a) The rights of the parties under Section 4.25 and Article VIII and Article IX will be theexclusive remedy of the parties with respect to breaches of representations, warranties, covenantsor agreements contained in or made pursuant to this Agreement.               (b) Buyer, on behalf of itself and its Affiliates (and from and after the Closing, theTransferred Companies) and their respective shareholders, managers, officers, directors, employeesand agents), hereby to the maximum extent permitted by applicable Law waives and releases Sellerand its Affiliates (and their respective shareholders, managers, officers, directors, employees andagents) from any statutory or other rights of contribution or indemnity (except as set forth inSections 1.5 or 4.25, this Article VIII and Article IX and claims or causes of action arising fromfraud and claims or causes of action with respect to any breach of any covenant or agreement to beperformed after the Closing) with respect to Seller’s ownership of the Shares or control oroperation of, or otherwise relating to, the Transferred Companies and the Business. Buyer consentsto the execution by the Transferred Companies prior to or at the Closing of an instrument by whichthey agree to be bound by the provisions of (and in any event waive and release those mattersspecified in) this Section 8.7(b) to the maximum extent permitted by applicable Law.               (c) Each Rockwood Seller, effective upon the Closing, hereby fully, finally and foreverreleases, discharges and covenants not to sue and otherwise agrees not to enforce any claim, causeof action, right, title or interest against, any Transferred Company and each director, officer andemployee of each Transferred Company and their respective successors and permitted assigns(collectively, the “Released Persons”), of, from and with respect to any and all claims,debts, covenants, agreements, obligations, Liabilities, actions or demands of any
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kind or character, based upon any fact or circumstance, whether known or unknown, suspected orunsuspected, which presently exists or has ever existed in the past, that such Rockwood Sellershave or may have in any manner whatsoever, either singly or jointly with others against any of theReleased Persons; provided, however, that the Rockwood Sellers are not releasingany claims related to the enforcement of this Agreement or accounts payable included in thecalculation of Closing Working Capital.               (d) In the event that an Indemnifying Party is obligated to indemnify an Indemnified Partypursuant to this Article VIII, the Indemnifying Party will, upon payment of such indemnity, besubrogated to all rights of the Indemnified Party with respect to claims to which suchindemnification relates.               (e) Notwithstanding anything to the contrary herein, this Article VIII shall have noapplication with respect to indemnification for Taxes, which shall be covered exclusively bySection 9.1.          8.8 Tax Treatment of Payments. Any indemnification payment made pursuant to thisArticle VIII shall be treated for all Tax purposes as an adjustment to the Purchase Price, exceptto the extent required by Law.ARTICLE IXTAX AND EMPLOYEE MATTERS          9.1 Certain Tax Matters.               (a) Seller will cause to be prepared and filed all Income Tax Returns (including anyconsolidated, unitary or combined Income Tax Returns) required to be filed with respect to anyTransferred Company for any taxable period ending on or before the Closing Date (any such period, a“Pre-Closing Period”). Buyer will cause to be prepared and filed all Tax Returns otherthan Income Tax Returns (any such Tax Returns, “Non-Income Tax Returns”)
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required to be filed with respect to any Transferred Company for any Pre-Closing Tax Periodthat are due after the Closing; provided, however, that (i) drafts of any suchNon-Income Tax Returns shall be provided to Seller for its review and comment prior to filing andthe parties will use all reasonable efforts to resolve any dispute, but if such dispute cannot beresolved by the parties within fifteen (15) days after Buyer receives notice of such dispute, itshall be referred to the Selected Accountants, (ii) such Non-Income Tax Returns shall be preparedin a manner consistent with past practice, except as otherwise required by applicable Law or changein circumstances, and (iii) Seller may assume responsibility for preparing any such Non-Income TaxReturns upon notice to Buyer at least thirty (30) days before any such Non-Income Tax Return isdue. Following the Closing, Seller will pay, and will indemnify and hold harmless Buyer and itsAffiliates from and against, on a Net After-Tax Basis, (i) any Taxes imposed upon any TransferredCompany for any Pre-Closing Period (except to the extent that the liability for such Taxes wasincluded in the calculation of Closing Working Capital) and (ii) any Taxes allocable to aPre-Closing Period or the portion of a Straddle Period ending on the Closing Date resulting fromthe Restructurings or any check-the-box election made by Seller or its Affiliates for the FrenchTransferred Company or any foreign Transferred Company; provided, however, thatBuyer will pay, and will indemnify and hold harmless Seller and its Affiliates from and against, ona Net After-Tax Basis, any such Taxes imposed as a result of any action outside the ordinary courseof business after the Closing effected by Buyer or its Affiliates (including, after the Closing,the Transferred Companies) or any Tax election made by Buyer or its Affiliates (including, afterthe Closing, the Transferred Companies), except for any such election directed by Seller. NeitherBuyer nor any of its Affiliates (including, after the Closing, the Transferred Companies) shallamend any Tax Return for a Pre-Closing Period if such amendment could
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reasonably be expected to affect Seller’s liability for Taxes for any Pre-Closing Period orthe portion of a Straddle Period ending on the Closing Date pursuant to Sections 9.1(a) or (b) orthe Tax liability of Seller or its Affiliates (other than the Transferred Companies) for any periodwithout Seller’s prior consent, which consent shall not be unreasonably delayed or withheld.               (b) Buyer will cause to be prepared and filed all Tax Returns required to be filed by or onbehalf of any Transferred Company for any taxable period beginning before and ending after theClosing Date (any such period, a “Straddle Period”); provided, however,that drafts of any such Tax Returns shall be provided to Seller at least thirty (30) days prior tofiling, and such Tax Returns shall be subject to Seller’s review and reasonable approval. Exceptas otherwise consented to by Seller, any such Tax Returns will be prepared on a basis consistentwith the last Tax Returns previously filed by the Transferred Companies except as required by Lawor change in circumstances. Buyer will pay, and will indemnify and hold harmless Seller and itsAffiliates from and against, on a Net After-Tax Basis, any Taxes imposed upon Seller or itsAffiliates for any Straddle Period; provided, however, that Seller will, withinfifteen (15) days after the date on which the Straddle Period Tax Return is filed, reimburse Buyerfor, and will indemnify and hold harmless Buyer and its Affiliates from and against, on a NetAfter-Tax Basis, the amount of Taxes for the Straddle Period attributable to the portion of theStraddle Period ending on the Closing Date, other than any such Taxes imposed as a result of anyaction outside the ordinary course of business effected by Buyer or its Affiliates (including,after the Closing, the Transferred Companies) or any Tax election made by Buyer or its Affiliates(including, after the Closing, the Transferred Companies) which affects the liability of theapplicable Transferred Company for the portion of the Straddle Period ending on the Closing Date,except for any such election directed by Seller. Any Taxes (including estimated Taxes)
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paid by the Transferred Companies with respect to any Straddle Period prior to the Closingshall be credited against Seller’s liability pursuant to this Section 9.1(b), and, to the extentsuch prepaid Taxes exceed such liability, Buyer shall cause the Transferred Companies to pay theexcess to Seller within fifteen (15) days after filing the Tax Return for the Straddle Period.Neither Buyer nor any of its Affiliates (including, after the Closing, the Transferred Companies)shall amend any Tax Return for a Straddle Period without Seller’s consent, which consent shall notbe unreasonably delayed, conditioned or withheld. For purposes of Section 9.1(a) and this Section9.1(b), in the case of any Taxes that are imposed on a periodic basis and are payable for aStraddle Period, the portion of such Tax which relates to the portion of such Straddle Periodending on the Closing Date shall (i) in the case of any Taxes other than sales or use taxes,value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income,receipts or profits earned (other than conveyances pursuant to this Agreement, which are governedby Section 9.1(g), be deemed to be the amount of such Tax for the entire tax period multiplied by afraction, the numerator of which is the number of days in the portion of the Straddle Period endingon the Closing Date and the denominator of which is the number of days in the entire StraddlePeriod and (ii) in the case of any sales or use taxes, value-added taxes, employment taxes,withholding taxes, and any Tax based on or measured by income, receipts or profits earned, bedeemed equal to the amount which would be payable if the relevant tax period ended on the ClosingDate, except that exemptions, allowances and deductions (such as depreciation deductions)calculated on an annual basis shall be prorated between the portion of the applicable StraddlePeriod that ends on the Closing Date and the portion after the Closing Date on a per diem basis.
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               (c) Buyer shall be responsible for, and shall indemnify and hold harmless Seller and itsAffiliates from and against, on a Net After-Tax Basis, any Taxes of the Transferred Companies forperiods beginning on or after the Closing Date.               (d) Seller will be entitled to retain, or receive prompt payment from Buyer or any TransferredCompany of, any refund or credit for overpayment of Taxes for which Seller is responsible pursuantto Sections 9.1(a) or (b) plus any interest received with respect thereto from the relevantGovernmental Authorities. Buyer will, if Seller reasonably requests and at Seller’s expense, causethe Transferred Companies to promptly file for and obtain any refunds or credits to which Seller isentitled under this Section 9.1(d). Buyer will permit Seller to control (at Seller’s expense) theprosecution of any such claim for refund and, when deemed appropriate by Seller, will cause therelevant entity to authorize, by appropriate power of attorney, such person as Seller may designateto represent such entity with respect to such refund claim; provided, however, thatany action taken by Seller that could reasonably be expected to affect the Tax liability of theTransferred Companies for taxable periods after the Closing Date shall be subject to the priorconsent of Buyer which consent shall not be unreasonably delayed or withheld. For purposes of thisSection 9.1(d), a party will be deemed to have made prompt payment of a refund or credit if suchpayment is made within ten (10) days of the receipt by such party of such refund or of the use bysuch party of such credit.               (e) Buyer will promptly notify Seller in writing upon receipt by Buyer or any of itsAffiliates (including, after the Closing, the Transferred Companies) of notice of any pending orthreatened audit or assessment with respect to Taxes for which Seller would be required to pay orindemnify Buyer or any of its Affiliates pursuant to Sections 9.1(a) or (b). Seller will have thesole right to represent the Transferred Companies’ interest in any audit,
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administrative or court proceeding relating solely to any Pre-Closing Period, including theright to control, compromise and settle any such proceeding, and to decide whether any consents orwaivers to extend applicable statutes of limitations will be granted, and to employ counsel of itschoice at its expense. The party that can reasonably be determined to have the larger Taxliability at stake shall control any audit, administrative or court proceeding relative to anyStraddle Period with the participation of the other party (or, if the party that would have thelarger Tax liability at stake cannot be determined, Buyer and Seller shall jointly control suchaudit, administrative or court proceeding relative to any Straddle Period), which control shall beexercised reasonably and in good faith with due regard to the relative Tax liability potentiallyincurred by either party.               (f) After the Closing Date, each of Buyer and Seller will provide the other (subject toreimbursement by the other party for any reasonable out-of-pocket expenses), with such assistanceas may reasonably be requested by the other party in connection with the preparation of any return,report, or form with respect to Taxes or any administrative or judicial proceeding relating toliability for Taxes of the Transferred Companies (or any affiliated, consolidated, combined orunitary group in which any of the Transferred Companies is included), Seller, Buyer or any of theirrespective Affiliates. For the avoidance of doubt, Buyer shall timely provide Seller with anyinformation and assistance reasonably required by Seller in connection with any IRS Form 5471 thatSeller is required to file with respect to any Transferred Company. The parties further agree toretain and provide each other with reasonable access to all books and records relevant to theliabilities of the Transferred Companies or Seller (or any of its Affiliates) for Taxes for anyperiods prior to the Closing for at least seven years after the
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Closing and to give each other notice and an opportunity to receive such books or recordsprior to destroying or discarding any such books or records.               (g) All documentary, stamp, transfer, sales, use, excise and similar Taxes imposed upon Selleror Buyer or their respective Affiliates (including the Transferred Companies) as a result of thetransactions contemplated by this Agreement, other than any Taxes resulting from the Restructuringsor any check-the-box election made by Seller or its Affiliates for the French Transferred Companyor any foreign Transferred Company, will be paid 50% by Buyer and 50% by Seller. Buyer and Sellerwill cooperate in preparing and filing any forms required with respect to any such Taxes. Eachparty will provide to the other party a true copy of each such return as filed and evidence of thetimely filing thereof.               (h) Any Tax sharing or allocation agreement or arrangement between Seller or any of itsAffiliates (other than the Transferred Companies), on the one hand, and the Transferred Companies,on the other hand, shall be terminated as of the Closing Date and will have no further effect forany taxable year (whether the current year, a future year or a past year).               (i) Any amount paid by or on behalf of any party to or on behalf of another party pursuant tothis Section 9.1 shall be treated for all Tax purposes as an adjustment to the Purchase Priceunless otherwise required by Law.               (j) Seller shall be subrogated to any rights that Buyer or its Affiliates (including theTransferred Companies) may have against third parties with respect to Taxes paid or indemnified bySeller pursuant to this Section 9.1.               (k) Buyer and Seller and their Affiliates agree to amend the allocation schedule set forth inExhibit C (the “Allocation Schedule”) as necessary to reflect any amounts paid pursuant toSection 1.5, and a final Allocation Schedule (the “Final Allocation Schedule”)
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shall be prepared by Buyer and Seller on a basis consistent with the Allocation Schedulewithin thirty (30) days following the final determination of any amounts to be paid pursuant toSection 1.5. Buyer and Seller and their Affiliates shall report, act, and file all Tax Returns inall respects and for all purposes consistent with the Final Allocation Schedule. Buyer and Sellershall each timely and properly prepare, execute, file and deliver all such documents, forms andother information as either Buyer or Seller may reasonably request in preparing the AllocationSchedule or the Final Allocation Schedule. Neither Buyer nor Seller shall take any position(whether in audits, Tax Returns or otherwise) that is inconsistent with the Final AllocationSchedule unless required by applicable Law.          9.2 Employee Benefit Plan Matters.               (a) Effective as of the Closing, Buyer shall cause the appropriate Transferred Company to (i)continue the employment immediately after the Closing of each person who is a U.S. BusinessEmployee as of the Closing, whether or not then actively at work, including any U.S. BusinessEmployees who are on vacation leave, leave of absence or disability leave (“Continuing U.S.Employee”), (ii) provide each Continuing U.S. Employee (other than Continuing Employees who arerepresented by unions or whose services are performed pursuant to an employment agreement) withcompensation, benefits and other terms of employment which are substantially equivalent to thecompensation, benefits and other terms of employment in effect for similarly situated employees ofBuyer and (iii) recognize the service of each Continuing U.S. Employee with the TransferredCompanies or any Affiliate of the Transferred Companies before the Closing Date as service withBuyer and its Affiliates for purposes of eligibility to participate and vesting (but not for anyother purpose, such as benefit accrual or level of benefits) under the benefit plans provided toContinuing U.S. Employees by Buyer and
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its Affiliates on and after Closing (but only to the extent such service was recognized undersimilar plans maintained by Seller and its Affiliates prior to Closing).               (b) Effective as of the Closing, Seller shall amend its Benefit Plans to the extent necessaryto provide that the Transferred Companies shall withdraw from participation in all Benefit Plansmaintained by Seller for Continuing Employees, and Buyer, or the appropriate Transferred Company,shall continue to be responsible for any Benefit Plan that is maintained by one or more of theTransferred Companies solely for Continuing Employees (and former employees of the Business)(“Company Benefit Plans”).               (c) Effective as of the Closing, Buyer shall cause the appropriate Transferred Companies tohonor the terms of any collective bargaining agreement covering any of the Continuing U.S.Employees and to continue to provide any compensation or employee benefits required to be providedunder the terms of any such collective bargaining agreement.               (d) Buyer shall credit, or cause to be credited, and pay if and when due, each Continuing U.S.Employee with the unused vacation days and any personal days and sick days accrued in accordancewith applicable Law and the vacation and personnel policies and labor agreements applicable toContinuing U.S. Employees as of the Closing Date. All such amounts shall be reflected asliabilities in the determination of Closing Working Capital.               (e) Effective as of the Closing, Buyer shall (i) establish or maintain, or cause to beestablished or maintained, one or more group health plans which shall cover all Continuing U.S.Employees and dependents who immediately prior to the Closing were covered under any group healthplan maintained by Seller or any of its Affiliates, (ii) waive any waiting period and any exclusionor limitation for preexisting conditions under any such group health plan (but only to the extentsuch waiting period and pre-existing condition limitation were
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satisfied) under any group health plan maintained by Seller or any of its Affiliates as of theClosing Date and (iii) grant credit (for purposes of annual deductibles, co-payments andout-of-pocket limits) for the dollar amount of such similar amounts satisfied by such individualprior to the Closing Date and during the calendar year in which the Closing Date occurs under anygroup health plan maintained by Seller or any of its Affiliates.               (f) Seller shall be responsible for providing continuation of group health coverage requiredby Section 4980B of the Code or Sections 601 through 608 of ERISA (“COBRA”) or other similarapplicable Laws to any U.S. Business Employee, former employee of the Business conducted in theUnited States or any “qualified beneficiary” (within the meaning of Section 4980B of the Code) ofany such U.S. Business Employee or former employee of the Business conducted in the United Stateswho incurs a “qualifying event” (within the meaning of Section 4980B of the Code) prior to theClosing Date. Buyer shall be responsible on and after the Closing Date for providing continuationof group health coverage required by COBRA or other similar applicable Laws to any Continuing U.S.Employee, or any “qualified beneficiary” (within the meaning of Section 4980B of the Code) of anysuch U.S. Business Employee who incurs a “qualifying event” (within the meaning of Section 4980B ofthe Code) on or after the Closing Date.               (g) Seller shall be responsible for any covered claims incurred prior to the Closing by U.S.Business Employees under any Benefit Plan (other than under any U.S. Company Benefit Plan), andBuyer shall be responsible for any covered claim incurred under any U.S. Company Benefit Plan(whether before or after the Closing) or under any employee benefit plan maintained by Buyer or itsAffiliates on and after the Closing. For purposes of the foregoing, a claim shall be deemed to beincurred at the time services, with respect to such claim,
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are rendered and not at the time claim for payment is made. Seller shall be responsible forproviding long term disability benefits to any U.S. Business Employee who is receiving long termdisability benefits under Seller’s long term disability plan as of the Closing; and Buyer shall beresponsible for providing long term disability benefits to any U.S. Business Employee who hasincurred an injury or illness prior to Closing but has not qualified for long term disabilitybenefits under Seller’s long term disability plan as of the Closing (including any requirement tocomplete a waiting or elimination period).               (h) Buyer shall take all steps necessary to permit each U.S. Continuing Employee who hasreceived an eligible rollover distribution (as defined in Section 402(c)(4) of the Code) fromSeller’s Profit Sharing/401(k) Plan for the Employees of Rockwood Specialties, Inc. to roll oversuch eligible rollover distribution, including any associated loans, as part of any lump sum cashdistribution into an account(s) under a 401(k) plan maintained by Buyer or a Transferred Company.               (i) Seller shall, as promptly as practicable following the date of this Agreement, notify U.S.Business Employees who have health care spending accounts or dependent care spending accounts underany Benefit Plan that claims under such plans will not be allowed following the Closing.               (j) Buyer shall take all steps necessary to permit each Continuing US. Employee who hasreceived an eligible rollover distribution (as defined in Section 402(c)(4) of the Code) fromSeller’s Profit Sharing/401(k) Plan for Employees of Rockwood Specialties, Inc. to roll over sucheligible rollover distribution as part of any lump sum cash distribution into an account(s) under a401(k) plan maintained by Buyer or a Transferred Company and will use
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reasonable efforts to permit the rollover of outstanding loan balances of Continuing U.S.Employees who elect to roll over their distributions.               (k) Upon request, Seller shall provide to Buyer, and Buyer shall provide to Seller, suchdocuments, data and information as may reasonably be necessary to implement the provisions of thisSection 9.2 and to administer their respective benefit plans.          9.3 Workers’ Compensation. Seller will bear the entire cost and expense of workers’compensation claims arising out of injuries sustained by any current or former U.S. BusinessEmployee prior to the Closing Date (including treatment provided after the Closing Date which isrequired to treat injuries sustained before the Closing Date). Except as provided in the precedingsentence, Buyer will bear the entire cost and expense of workers’ compensation claims arising outof injuries identifiably sustained on or after the Closing by Continuing U.S. Business Employees.          9.4 No Third Party Beneficiary Rights; No Right to Employment. Nothing hereinexpressed or implied shall confer upon any of the employees of the Seller, the Buyer, theTransferred Companies or any of their Affiliates, any rights or remedies, including any right tobenefits or employment, or continued benefits or employment, for any specified period, of anynature or kind whatsoever under or by reason of this Agreement.ARTICLE XMISCELLANEOUS          10.1 Expenses. The fees and expenses (including the fees of any lawyers, accountants,investment bankers or others engaged by such party) in connection with this Agreement and thetransactions contemplated hereby whether or not the transactions contemplated hereby areconsummated will be paid by Buyer with respect to Buyer and will be paid by Seller with respect toSeller and the Transferred Companies.
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          10.2 Headings. The headings, subheadings and captions in this Agreement, theDisclosure Letter and in any Exhibit or Schedule hereto or thereto are for reference purposes onlyand are not intended to affect the meaning or interpretation of this Agreement.          10.3 Notices. Any notice or other communication required or permitted to be givenhereunder will be in writing and will be mailed by prepaid registered or certified mail, timelydeposited with an overnight courier such as Federal Express, or delivered against receipt(including by facsimile transmission), as follows:               (a) In the case of Seller, to:Rockwood Specialties Group, Inc.