**TABLE OF CONTENTS**       PageARTICLE I DEFINITIONS AND TERMS  1      Section 1.1 Definitions  1 Section 1.2 Construction  13 Section 1.3 Exhibits and Seller Disclosure Letter  14 Section 1.4 Knowledge  14      ARTICLE II PURCHASE AND SALE  14      Section 2.1 Purchase and Sale of the Equity Interests  14 Section 2.2 Purchase and Sale of the Purchased Assets  15 Section 2.3 Excluded Assets of the Business  16 Section 2.4 Assumption of Certain Obligations of the Business  18 Section 2.5 Retained Liabilities of the Business  19 Section 2.6 Consents  20 Section 2.7 Purchase Price  21 Section 2.8 Purchase Price Adjustment  21 Section 2.9 Purchase Price Allocation  23 Section 2.10 Closing  24      ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER  25      Section 3.1 Organization and Qualification  25 Section 3.2 Corporate Authority; Binding Effect  25 Section 3.3 Conveyed Companies; Capital Structure  26 Section 3.4 Non-Contravention  26 Section 3.5 Permits  26 Section 3.6 Absence of Certain Changes  27 Section 3.7 No Litigation  27 Section 3.8 Compliance with Laws  27 Section 3.9 Environmental Matters  27 Section 3.10 Material Contracts  28 Section 3.11 Intellectual Property  29 Section 3.12 Real Property  30 Section 3.13 Employee Benefit Plans  31 Section 3.14 Labor and Employment Matters  32 Section 3.15 Taxes  32 Section 3.16 Financial Disclosures; No Undisclosed Liabilities  33 Section 3.17 Receivables; Customers  34 Section 3.18 Inventory  34 Section 3.19 Brokers  34 Section 3.20 Title to Purchased Assets; Sufficiency  34 Section 3.21 Absence of Certain Business Practices  34 Section 3.22 Insurance  35 
-i-

 
       PageSection 3.23 No Heliform Product Manufacturing in India  35 Section 3.24 Exclusivity of Representations  35      ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER  35      Section 4.1 Organization and Qualification  35 Section 4.2 Corporate Authority  35 Section 4.3 Non-Contravention  36 Section 4.4 Permits  36 Section 4.5 Third-Party Approvals  36 Section 4.6 Financial Capability  36 Section 4.7 Securities Act  36 Section 4.8 Investigation by Purchaser; Seller’s Liability  36 Section 4.9 No Litigation  37 Section 4.10 Brokers  37 Section 4.11 Solvency  37 Section 4.12 Confidentiality Agreement  37 Section 4.13 Absence of Arrangements with Management  37      ARTICLE V COVENANTS  38      Section 5.1 Information and Documents  38 Section 5.2 Conduct of Business  38 Section 5.3 Efforts to Close  40 Section 5.4 Antitrust Laws  40 Section 5.5 Business Employees and Employee Benefits  41 Section 5.6 Wage Reporting  44 Section 5.7 Non-Competition  44 Section 5.8 Collection of Accounts Receivable  45 Section 5.9 Intellectual Property Rights and Restrictions  45 Section 5.10 Resale or Other Exemption Certificates  47 Section 5.11 Post-Closing Information  47 Section 5.12 Indemnification of Officers and Directors  47 Section 5.13 Replacement of Parent Guarantees  48 Section 5.14 Exclusive Dealing  49 Section 5.15 No Hire and Non-Solicitation of Employees  49 Section 5.16 Post-Closing Obligations for Leases  50 Section 5.17 Confidentiality  50 Section 5.18 Insurance Recovery  51 Section 5.19 Foreign Corrupt Practices Act  51 Section 5.20 Juarez Transition  53 Section 5.21 Supply Provisions  53 Section 5.22 Applicable Employee  54      ARTICLE VI CONDITIONS PRECEDENT  54      Section 6.1 Conditions to the Obligations of Each Party  54 Section 6.2 Conditions to the Obligations of Purchaser  55 Section 6.3 Conditions to the Obligations of Seller  55 
-ii-

 
       PageSection 6.4 Frustration of Closing Conditions  56      ARTICLE VII TAX MATTERS  56      Section 7.1 Allocation of Taxes to Seller  56 Section 7.2 Allocation of Taxes to Purchaser  57 Section 7.3 Allocation of Straddle Period Taxes  57 Section 7.4 Tax Returns; Payment of Taxes  58 Section 7.5 Tax Contests  59 Section 7.6 Indemnification  61 Section 7.7 Refunds  63 Section 7.8 Assistance and Cooperation  64 Section 7.9 Tax Records  64 Section 7.10 Dispute Resolution  64 Section 7.11 Payment  65 Section 7.12 Termination of Tax Allocation Agreements  65 Section 7.13 Adjustment  65 Section 7.14 Survival of Representations and Warranties Relating to Taxes  65      ARTICLE VIII SURVIVAL; INDEMNIFICATION  65      Section 8.1 Survival of Representations and Warranties  65 Section 8.2 Indemnification by Seller  66 Section 8.3 Indemnification by Purchaser  66 Section 8.4 Limitation on Indemnification, Mitigation  66 Section 8.5 Losses Net of Insurance, Etc  68 Section 8.6 Indemnification Procedure  68 Section 8.7 Third-Party Claims  69 Section 8.8 Sole Remedy/Waiver  70 Section 8.9 Other Limitations  70      ARTICLE IX TERMINATION  71      Section 9.1 Termination  71 Section 9.2 Effect of Termination  71      ARTICLE X MISCELLANEOUS  72      Section 10.1 Notices  72 Section 10.2 Amendment; Waiver  73 Section 10.3 Assignment  73 Section 10.4 Entire Agreement  73 Section 10.5 Parties in Interest  73 Section 10.6 Public Disclosure  74 Section 10.7 Return of Information  74 Section 10.8 Expenses  74 Section 10.9 Schedules  74 Section 10.10 Governing Law; Waiver of Jury Trial; Limitation of Liability  74 Section 10.11 Counterparts  75 
-iii-

 
       PageSection 10.12 Headings  75 Section 10.13 No Strict Construction  75 Section 10.14 Severability  75 Section 10.15 Specific Performance  75 Section 10.16 Inventory  2 Section 10.17 Inventory Reserves  3 EXHIBITS   Exhibit A Summary of Significant Accounting PrinciplesExhibit B Form of Transition Services Agreement
-iv-

 
**STOCK AND ASSET PURCHASE AGREEMENT**          This Stock and Asset Purchase Agreement (this “Agreement”) is made and entered intothis 22nd day of October, 2009 between Tyco Electronics Group S.A., a company organized under thelaws of Luxembourg (“Seller”), and Preformed Line Products Company, an Ohio corporation(“Purchaser”). Seller and Purchaser are herein referred to individually as a“Party” and collectively as the “Parties.”WITNESSETH:          WHEREAS, Seller, through certain of its Subsidiaries, is engaged in the Business;          WHEREAS, Seller is the direct or indirect owner of controlling stock or limited liabilitycompany interests in the Equity Selling Entities as set forth in Schedule 1.1(b) of theSeller Disclosure Letter and of controlling stock or limited liability company interests in theAsset Selling Entities as set forth in Schedule 1.1(a) of the Seller Disclosure Letter;          WHEREAS, the Equity Selling Entities are the record, registered and beneficial owners of theissued and outstanding shares of capital stock or limited liability company interests(collectively, the “Equity Interests”) of the Conveyed Companies, as set forth inSchedule 3.3(b) of the Seller Disclosure Letter;          WHEREAS, the Asset Selling Entities own, license or lease the Purchased Assets; and          WHEREAS, the Parties desire that, at the Closing, (i) Seller shall cause the Equity SellingEntities to sell and transfer to Purchaser, and Purchaser shall purchase from the Equity SellingEntities, all of the Equity Interests of the Conveyed Companies owned by such Equity SellingEntities, and (ii) Seller shall cause the Asset Selling Entities to sell and transfer to Purchaser,and Purchaser shall purchase from the Asset Selling Entities, all of the Purchased Assets andassume all of the Assumed Liabilities, upon the terms and conditions set forth herein.          NOW, THEREFORE, in consideration of the foregoing and the representations, warranties,covenants and agreements contained herein, the Parties, intending to be legally bound, hereby agreeas follows:**ARTICLE I****DEFINITIONS AND TERMS**          Section 1.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth or asreferenced below:          “2009 Fiscal Year” means Seller’s fiscal year ending September 25, 2009.
 

 
          “Accountant” shall mean KPMG LLP.          “Accounts Receivable” shall have the meaning set forth in Exhibit A.          “Action” shall mean any action, complaint, claim, petition, litigation, suit,arbitration or other proceeding, whether civil or criminal, at law or in equity, before anyGovernmental Authority relating to this Agreement or the transactions contemplated hereby.          “Actual Value” shall have the meaning set forth in Section 2.8(b)(iii).          “Affiliate” shall mean, with respect to any Person, any other Person directly orindirectly controlling, controlled by, or under common control with, such Person; provided,that for the purposes of this definition, “control” (including with correlative meanings, the terms“controlled by” and “under common control with”), as used with respect to any Person, shall meanthe possession, directly or indirectly, of the power to direct or cause the direction of themanagement and policies of such Person, whether through the ownership of voting securities, bycontract or otherwise.          “Aggregate Purchase Price” shall have the meaning set forth in Section 2.7.          “Agreed Claims” shall have the meaning set forth in Section 8.6(c).          “Agreement” shall have the meaning set forth in the preamble.          “Allocation” shall have the meaning set forth in Section 2.9(a).          “Antitrust Authorities” shall mean the Federal Trade Commission, the AntitrustDivision of the United States Department of Justice, the attorneys general of the several states ofthe United States of America, and any other Governmental Authority having jurisdiction pursuant toapplicable Antitrust Laws with respect to the transactions contemplated hereby.          “Antitrust Laws” shall mean the Sherman Act of 1890, as amended, the Clayton Act of1914, as amended, the Federal Trade Commission Act of 1914, as amended, the HSR Act, and all othernational, state, local or foreign Laws or Orders in effect from time to time that are designed orintended to prohibit, restrict or regulate actions having the purpose or effect of monopolizationor restraint of trade.          “Applicable Employee” means the individual identified on Schedule 5.22 of theSeller Disclosure Letter.          “Arbiter” shall have the meaning set forth in Section 2.9(b).          “Asset Closing Payment” shall have the meaning set forth in Section 2.7(b).          “Asset Selling Entity” shall mean each entity listed as such on Schedule1.1(a) of the Seller Disclosure Letter, and all such entities shall be referred to collectivelyas the “Asset Selling Entities.”
 

 
          “Asset Selling Entity Business Employee” shall have the meaning set forth in thedefinition of “Business Employee” in this Section 1.1.          “Assumed Contracts” shall have the meaning set forth in Section 2.2(c).          “Assumed Intercompany Payables” shall mean the intercompany payables due and owingamong Conveyed Companies and Asset Selling Entities and any of their respective Affiliates forgoods and services bought and sold.          “Assumed Intercompany Receivables” shall mean the intercompany receivables due andowing among Conveyed Companies and Asset Selling Entities and any of their respective Affiliatesfor goods and services bought and sold.          “Assumed Liabilities” shall have the meaning set forth in Section 2.4.          “Benefit Plan” shall mean each “employee benefit plan” as defined in Section 3(3) ofERISA (whether or not subject to ERISA) and each other bonus, stock option, equity, severance,employment, change-in-control, fringe benefit, deferred compensation, perquisite or incentive plan,agreement, program or policy, whether written or unwritten, contributed to or maintained by anAsset Selling Entity, a Conveyed Company or any Affiliate of either for the benefit of any BusinessEmployee.          “Business” shall mean the operation as of the date hereof of Seller’s Dulmisonbusiness which designs, manufactures and distributes medium-voltage and high-voltage overhead linefittings, including vibration dampening and control products and heliformed products for use byelectrical utilities and communication and cable infrastructure providers. For the avoidance ofdoubt, the Tyco Core Businesses, and any portion thereof, are not included in the Business.          “Business Day” shall mean any day other than a Saturday, a Sunday or a day on whichbanks in New York City are authorized or obligated by Law or executive order to close.          “Business Employee” shall mean (i) each individual listed on Schedule1.1(c) of the Seller Disclosure Letter who performs (or will, on commencing work, perform)services on behalf of the Business (an “Asset Selling Entity Business Employee”), (ii) anyemployee of a Conveyed Company (a “Conveyed Company Business Employee”), including anemployee absent on the Closing Date because of illness or being on short-term or long-termdisability (including maternity disability), workers’ compensation, vacation, parental leave ofabsence, military leave of absence or other absence or leave of absence or (iii) any individualthat has received an offer of employment with the Business from an Asset Selling Entity, or aConveyed Company on or prior to the Closing Date, but shall have not yet commenced work as of theClosing Date. Any employee of Seller or its Affiliates who is not otherwise a Business Employeebut who is offered and accepts employment with Purchaser or its Affiliates in connection with thetransactions contemplated hereby, pursuant to mutual agreement with Seller and otherwise incompliance with Section 5.15 hereof, during the thirty (30) days following the Closing Date, shallbe deemed to be a Business Employee as of the date of actual employment or engagement withPurchaser or its Affiliates. The individuals listed on Schedule 1.1(d) of the SellerDisclosure Letter shall not be deemed to be Business Employees. For avoidance of doubt,
 

 
“Business Employee” shall not include an employee of an Asset Selling Entity who has beenterminated or has terminated his or her employment, or has retired, prior to the date hereof.          “Business Records” shall have the meaning set forth in Section 7.9.          “Cash and Cash Equivalents” shall mean cash, checks, money orders, marketablesecurities, short-term instruments and other cash equivalents, funds in time and demand deposits orsimilar accounts, and any evidence of Indebtedness issued or guaranteed by any GovernmentalAuthority.          “Claim Certificate” shall have the meaning set forth in Section 8.6(a).          “Closing” shall mean the closing of the transactions contemplated by this Agreementpursuant to the terms and conditions of this Agreement.          “Closing Cash” shall mean the aggregate book balance of Cash and Cash Equivalents ofthe Conveyed Companies and Asset Selling Entities as of the Closing Date calculated in a mannerconsistent with the policies and principles set forth on Exhibit A and transferred toPurchaser at Closing, if any.          “Closing Cash Amount” shall have the meaning set forth in Section 2.8(b).          “Closing Date” shall have the meaning set forth in Section 2.10(a).          “Closing Payment” shall have the meaning set forth in Section 2.7(b).          “Closing Statement” shall have the meaning set forth in Section 2.8(a).          “Closing Working Capital” shall have the meaning set forth in Section 2.8(a).          “COBRA” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, asamended.          “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.          “Collateral Source” shall have the meaning set forth in Section 8.5.          “Confidentiality Agreement” shall mean the Confidentiality Agreement dated as ofDecember 10, 2007, between Seller and Purchaser.          “Contest” shall mean any audit, court proceeding or other dispute with respect to anyTax matter that affects any of the Conveyed Companies.          “Contract” shall mean any legally binding agreement or contract (other than anypurchase orders), including all amendments thereto.
 

 
          “Conveyed Companies” shall mean those entities listed on Schedule 3.3(b) ofthe Seller Disclosure Letter, and each of the Conveyed Companies shall be referred to individuallyas a “Conveyed Company.”          “Conveyed Company Business Employee” shall have the meaning set forth in thedefinition of “Business Employee” in this Section 1.1.          “Conveyed Company Covered Person” shall have the meaning set forth in Section 5.12.          “Deductible” shall have the meaning set forth in Section 8.4(a)(iii).          “Disputed Item” shall have the meaning set forth in Section 2.8(b).          “Dollars” and “$” shall each mean lawful money of the United States.          “Effective Time” shall have the meaning set forth in Section 2.10(a).          “End Date” shall have the meaning set forth in Section 9.1(b).          “Environmental Law” shall mean any Law, Order or other requirement of Law for theprotection of human health or the environment, or for the manufacture, use, transport, treatment,storage, disposal, discharge, emission, release or threatened release of Hazardous Materials,petroleum products, asbestos, urea formaldehyde insulation, polychlorinated biphenyls or anysubstance listed, classified or regulated as “hazardous” or “toxic” or any similar term under suchEnvironmental Law.          “Equipment” shall have the meaning set forth in Section 2.2(b).          “Equipment Leases” shall have the meaning set forth in Section 2.2(b).          “Equity Closing Payment” shall have the meaning set forth in Section 2.7(a).          “Equity Interests” shall have the meaning set forth in the recitals hereto.          “Equity Selling Entity” shall mean each entity listed as such on Schedule1.1(b) of the Seller Disclosure Letter, and all such entities shall be referred to collectivelyas the “Equity Selling Entities.”          “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amendedfrom time to time.          “Evaluation Material” shall have the meaning set forth in Section 5.1(b).          “Excluded Accounts Receivable” shall have the meaning set forth in Section 2.2(h).          “Excluded Assets” shall have the meaning set forth in Section 2.3(a).
 

 
          “Excluded Contracts” shall have the meaning set forth in Section 2.3(a)(ix).          “Excluded Employee Liabilities” means, except as set forth in Section 5.5(f), (i) allLiabilities arising from claims relating to wrongful dismissal or termination made by formeremployees of the Conveyed Companies who were terminated in that certain redundancy termination byTyco Electronics Dulmison (Thailand) Co., Ltd. in April and May 2009 of approximately 17 employees,(ii) all Liabilities arising from claims made by employees of the Asset Selling Entities notemployed on the date hereof, and (iii) Liabilities attributable to Tax equalization obligationsowing to any Business Employee for any period prior to Closing other than Liabilities accrued inthe Closing Working Capital.          “Excluded Environmental Liabilities” shall mean all Liabilities arising prior to, onor after the Closing under any Environmental Law or related to Hazardous Materials in connectionwith any real property or facility currently or formerly owned, leased or operated by any AssetSelling Entity, other than any such Liability due to a condition or state of facts arising afterClosing due to a change in the operation of the Business by Purchaser or its Affiliates, successorsor assigns.          “Excluded Warranty Obligations” means all Liabilities for warranty obligations arisingfrom items 5 through 9 listed on Schedule 1.1(e) of the Seller Disclosure Letter.          “Final Closing Working Capital” shall have the meaning set forth in Section 2.8(b).          “Final Determination” means, with respect to any Taxes, (i) the expiration of thestatute of limitations on both assessments and refunds of such Taxes, or (ii) the final settlementof Taxes through agreement of the Parties or by an administrative or judicial decision from whichno appeal can be taken or for which the time for taking any such appeal has expired.          “Financial Disclosures” shall have the meaning set forth in Section 3.16(a).          “GAAP” shall mean generally accepted accounting principles in the United States ineffect as of the date hereof.          “Governmental Authority” shall mean any instrumentality, subdivision, court,administrative agency, commission, official or other authority of any country, state, province,prefect, municipality, locality or other government or political subdivision thereof, or anyquasi-governmental or private body exercising any regulatory, taxing, importing or othergovernmental or quasi-governmental authority.          “Gross Asset Purchase Price” shall have the meaning set forth in Section 2.7.          “Gross Equity Purchase Price” shall have the meaning set forth in Section 2.7.          “Gross Purchase Price” shall have the meaning set forth in Section 2.7.          “Hazardous Materials” shall mean any waste pollutant, contaminant, hazardoussubstance, toxic, ignitable, flammable, reactive or corrosive substance, hazardous waste, special
 

 
waste, industrial substance, byproduct, process intermediate product or waste, petroleum orpetroleum derived substance or waste, chemical liquids or solids, liquid or gaseous products, orany constituent or any such stances or waste, the use, handling, storage or disposal of which is inany way governed by any Environmental Law.          “High Value” shall have the meaning set forth in Section 2.8(b)(ii).          “HSR Act” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, asamended from time to time.          “Identified Losses” shall have the meaning set forth in Section 8.4(a)(i).          “Income Taxes” shall mean any Taxes based on, measured by or calculated with respectto gross or net income or gross receipts (including capital gains Taxes, minimum Taxes, incomeTaxes collected by withholding, and Taxes on Tax preference items, but excluding sales Taxes,value-added Taxes, or similar Taxes), together with any interest, penalties, or additions imposedwith respect thereto, whether disputed or not.          “Indebtedness” of any Person shall mean indebtedness of such Person for borrowedmoney. For the avoidance of doubt, Indebtedness shall not include any capitalized leaseobligations or any current liabilities for trade payables or accrued expenses (including Taxes)incurred and payable in the ordinary course of business.          “Indemnified Party” shall have the meaning set forth in Section 8.6(a).          “Indemnifying Party” shall have the meaning set forth in Section 8.6(a).          “Insulator Business” means the design, manufacture and distribution of porcelain,polymeric and hybrid insulators.          “Intellectual Property” shall mean any of the following: United States or foreign (i)patents, and applications therefor; (ii) registered and unregistered trademarks, service marks andother indicia of origin, pending trademark and service mark registration applications, andintent-to-use registrations or similar reservations of marks; (iii) registered and unregisteredcopyrights and applications for registration; (iv) internet domain names, applications andreservations therefor and uniform resource locators; and (v) trade secrets, technology, know-howand proprietary information not otherwise listed in (i) through (iv) above, including unpatentedinventions, invention disclosures, utility innovations, registered and unregistered industrialdesigns, moral and economic rights of authors and inventors (however denominated), confidentialinformation, technical data, customer lists, computer software programs, databases, datacollections and other proprietary information or material of any type, regardless of form.          “Intellectual Property Licenses” shall mean Contracts pursuant to which an AssetSelling Entity or Conveyed Company is a licensee of any Intellectual Property which is usedprimarily in the Business.
 

 
          “Inventory” shall mean any inventory, including goods, goods-in-transit, supplies,containers, packaging materials, raw materials, work-in-progress, finished goods, purchased andmanufactured parts, samples and other consumables.          “IRS” shall mean the Internal Revenue Service of the United States of America.          “Juarez Transition” shall have the meaning set forth in Section 5.20.          “Knowledge of Seller” shall have the meaning set forth in Section 1.4.          “Law” shall mean any federal, state, territorial, foreign or local law, common law,statute, ordinance, rule, regulation or code of any Governmental Authority.          “Liabilities” shall mean any and all debts, liabilities and obligations, whetheraccrued or fixed, known or unknown, absolute or contingent, matured or unmatured or determined ordeterminable.          “Liens” shall mean any lien, security interest, mortgage, encumbrance or charge of anykind.          “Loss” or “Losses” shall mean any claims, actions, causes of action,judgments, awards, out-of-pocket losses and out-of-pocket costs or damages (including reasonableattorneys’ fees and expenses, but excluding lost profits, lost revenues, lost opportunities andconsequential, indirect, punitive and other special damages regardless of the legal theory).          “Low Value” shall have the meaning set forth in Section 2.8(b)(i).          “Lower Working Capital Limit” shall have the meaning set forth in Section 2.8(c)(i).          “Material Adverse Effect” shall mean any change or effect having a material adverseeffect on the business, properties, assets, operations, results of operations or financialcondition of the Business; provided, however, that changes or effects relating to:(i) changes in economic or political conditions or the financing, banking, currency or capitalmarkets in general; (ii) changes in Laws, changes in Orders (that are not specific to Seller or anyof its Affiliates), or interpretations thereof or changes in accounting requirements or principles(including GAAP); (iii) changes (including those caused by acts of God) affecting industries,markets or geographical areas in which the Business operates that do not have a materiallydisproportionate effect on the Business in comparison with other businesses operating in the sameindustries, markets or geographical areas as the Business; (iv) the announcement or pendency of thetransactions contemplated by this Agreement or other communication by Purchaser or any of itsAffiliates of its plans or intentions (including in respect of employees) with respect to theBusiness, including losses or threatened losses of employees, customers, suppliers, distributors orothers having relationships with the Business; (v) the consummation of the transactionscontemplated by this Agreement or any actions by Purchaser or Seller taken pursuant to and inaccordance with this Agreement; (vi) conduct by the Business (A) prohibited under Section 5.2 towhich Purchaser gave its prior written consent or (B) prohibited under Section 5.2, which, if takenby the Business, would have prevented or mitigated any resulting
 

 
material adverse effect on the results of operations or financial condition of the Business;(vii) any action required to be taken under any Law or Order generally applicable to businesses inthe industry in which the Business operates and that does not have a materially disproportionateeffect on the Business or under any existing Contract by which the Business (or any of the assetsor properties of the Business) is bound; (viii) (A) proposing, negotiating, committing to oreffecting, by consent decree, hold separate order or otherwise, the sale, transfer, divestiture,license or disposition of operations, divisions, businesses, product lines, customers or assetsarising from Purchaser’s compliance with its obligations under Section 5.4 or (B) the applicationof Antitrust Laws (including any action or judgment arising under Antitrust Laws) to thetransactions contemplated by this Agreement; or (ix) any failure by the Business to meet anyinternal projections or forecasts (but not the underlying causes of any such failure) and seasonalchanges in the results of operations of the Business, in each case, shall be deemed to notconstitute a “Material Adverse Effect” and shall not be considered in determining whether a“Material Adverse Effect” has occurred.          “Material Contracts” shall have the meaning set forth in Section 3.10(a).          “Material Purchase Order” shall have the meaning set forth in Section 3.10(a)(xi).          “Order” shall mean any judgment, order, injunction, decree, writ, permit or license ofany Governmental Authority or any arbiter.          “Parent Guarantees” shall have the meaning set forth in Section 5.13(a).          “Parent LofCs” shall have the meaning set forth in Section 5.13(a).          “Parties” shall have the meaning set forth in the preamble of this Agreement.          “Party” shall have the meaning set forth in the preamble of this Agreement.          “Payee” shall have the meaning set forth in Section 7.11.          “Payor” shall have the meaning set forth in Section 7.11.          “Per-Claim Deductible” shall have the meaning set forth in Section 8.4(a)(ii).          “Permit” shall mean each permit, certificate, license, consent, approval orauthorization of any Governmental Authority.          “Permitted Liens” shall mean: (i) Liens for Taxes, assessments and other governmentalcharges that are not yet due and payable or that may be paid after payment thereof is due andpayable without penalty or the amount or validity of which is being contested in good faith byappropriate proceedings; (ii) Liens arising in the ordinary course of business under originalpurchase price conditional sales Contracts and equipment leases with third parties; (iii)easements, covenants, conditions and restrictions of record that do not adversely affect theconduct of the Business in any material respect as conducted during the twelve month period endingon the date hereof; (iv) any zoning or other governmentally established restrictions orencumbrances on land use; (v) pledges or deposits to secure obligations under workers or
 

 
unemployment compensation Laws or similar legislation or to secure statutory obligations; (vi)mechanic’s, materialman’s or warehouse man’s Liens arising or incurred in the ordinary course ofbusiness securing amounts that are not overdue; (vii) other Liens, if any, that do not have orwould not reasonably be expected to have, individually or in the aggregate, any material effect onthe use of the property encumbered thereby; and (viii) Liens listed on Schedule 1.1(f) ofthe Seller Disclosure Letter.          “Person” shall mean an individual, a limited liability company, a joint venture, acorporation, a company, a partnership, an association, a trust, a division or operating group ofany of the foregoing or any other entity or organization, including any Governmental Authority.          “Pre-Closing Period” shall have the meaning set forth in Section 7.4(b).          “Purchased Assets” shall have the meaning set forth in Section 2.2, it beingunderstood that the Purchased Assets do not include the Excluded Assets or the Equity Interests.          “Purchased Division” shall have the meaning set forth in Section 5.9(a).          “Purchased Marks” shall have the meaning set forth in Section 5.9(b).          “Purchaser” shall have the meaning set forth in the preamble of this Agreement.          “Purchaser Indemnitees” shall have the meaning set forth in Section 8.2.          “Purchaser Representative” shall mean any of Purchaser’s directors, officers,employees, advisors and agents to whom Evaluation Material (as defined in the ConfidentialityAgreement) was disclosed under the Confidentiality Agreement.          “Purchaser’s Refunds” shall have the meaning set forth in Section 7.7(b).          “Real Property” shall have the meaning set forth in Section 3.12(a).          “Real Property Lease” shall have the meaning set forth in Section 3.12(c).          “Release” shall mean any spilling, leaking, pumping, pouring, emitting, emptying,discharging, injecting, escaping, leeching, dumping or disposing into the environment, includingbut not limited to, any surface or groundwater, drinking water supply, soil, surfaces or subsurfacestrata or medium or the ambient air.          “Representatives” of any Person shall mean such Person’s directors, managers, members,officers, employees, agents, advisors and representatives (including attorneys, accountants,consultants, financial advisors, financing sources and any representatives of such advisors orfinancing sources).          “Requesting Party” shall have the meaning set forth in Section 5.11(a).          “Restricted Customers” shall have the meaning set forth in Section 5.7.          “Restricted Period” shall have the meaning set forth in Section 5.7.
 

 
          “Restricted Products” shall mean the heliformed and vibration dampening controlproducts set forth on Schedule 1.1(g) of the Seller Disclosure Letter and any substantiallysimilar products primarily using the same technologies and specifications as such products.          “Retained Liabilities” shall have the meaning set forth in Section 2.5(a).          “Retention Bonus” shall mean any bonus payment identified as a sale completion orretention bonus in an agreement listed on Schedule 1.1(h) of the Seller Disclosure Letter.          “Retention Period” shall have the meaning set forth in Section 5.22.          “Securities Act” shall mean the Securities Act of 1933, as amended from time to time.          “Seller” shall have the meaning set forth in the preamble of this Agreement.          “Seller Disclosure Letter” shall have the meaning set forth in the preamble to ArticleIII.          “Seller Entities” shall mean, collectively, the Equity Selling Entities and the AssetSelling Entities, and each of the Seller Entities shall be referred to individually as a“Seller Entity.”          “Seller Indemnitees” shall have the meaning set forth in Section 8.3.          “Seller’s Refunds” shall have the meaning set forth in Section 7.7(a).          “Seller’s Marks” shall have the meaning set forth in Section 5.9.          “Seller’s Taxes” shall have the meaning set forth in Section 7.1.          “Solvent” shall mean, with respect to any Person, that (i) the property of suchPerson, at a present fair saleable valuation, exceeds the sum of its Liabilities (includingcontingent and unliquidated Liabilities), (ii) the present fair saleable value of the property ofsuch Person exceeds the amount that will be required to pay such Person’s probable Liabilities asthey become absolute and matured, (iii) such Person has adequate capital to carry on its businessand (iv) such Person does not intend to incur, or believe it will incur, Liabilities beyond itsability to pay as such Liabilities mature. In computing the amount of contingent or unliquidatedLiabilities at any time, such Liabilities will be computed at the amount which, in light of all thefacts and circumstances existing at such time, represents the amount that can reasonably beexpected to become actual or matured Liabilities.          “Straddle Period” shall have the meaning set forth in Section 7.3(a).          “Subsidiary” shall mean, with respect to any Person, (i) any corporation more thanfifty percent (50%) of whose stock of any class or classes having by the terms thereof ordinaryvoting power to elect a majority of the directors of such corporation (irrespective of whether ornot at the time stock of any class or classes of such corporation shall have or might
 

 
have voting power by reason of the happening of any contingency) is owned by such Persondirectly or indirectly through one or more Subsidiaries of such Person and (ii) any partnership,association, joint venture or other entity in which such Person directly or indirectly through oneor more Subsidiaries of such Person has more than a fifty percent (50%) equity interest.          “Target Closing Working Capital” shall have the meaning set forth on ExhibitA.          “Tax Claim” shall have the meaning set forth in Section 7.6(d).          “Tax Indemnified Party” shall have the meaning set forth in Section 7.6(d).          “Tax Indemnifying Party” shall have the meaning set forth in Section 7.6(d).          “Tax Notice” shall have the meaning set forth in Section 7.6(d).          “Tax Objection Notice” shall have the meaning set forth in Section 7.6(e).          “Tax Records” shall have the meaning set forth in Section 7.9.          “Tax Return” shall mean any return, declaration or report relating to Taxes due, anyinformation return with respect to Taxes, or other similar report, statement, declaration ordocument required to be filed under the Code or other Laws in respect of Taxes, any amendment toany of the foregoing, any claim for refund of Taxes paid, and any attachments, amendments orsupplements to any of the foregoing.          “Taxes” shall mean any federal, state, county, local, or foreign tax (includingTransfer Taxes), charge, fee, levy, impost, duty, or other assessment, including income, grossreceipts, excise, employment, sales, use, transfer, recording, license, payroll, franchise,severance, documentary, stamp, occupation, windfall profits, environmental, highway use, commercialrent, customs duty, capital stock, paid-up capital, profits, withholding, Social Security, singlebusiness, unemployment, disability, real property, personal property, registration, ad valorem,value added, alternative or add-on minimum, estimated, or other tax or governmental fee of any kindwhatsoever, imposed or required to be withheld by any Governmental Authority, including anyestimated payments relating thereto, any interest, penalties, and additions imposed thereon or withrespect thereto, whether disputed or not, and including liability for taxes of another person underTreas. Reg. Section 1.1502-6 or similar provision of state, local or foreign law, or as atransferee or successor, by contract or otherwise.          “Taxing Authority” shall mean any Governmental Authority having jurisdiction over theassessment, determination, collection, or other imposition of any Taxes.          “Taxing Authority Notice” shall have the meaning set forth in Section 7.6(d).          “Third-Party Claim” shall have the meaning set forth in Section 8.7(a).          “Threshold” shall have the meaning set forth in Section 8.4(a)(iii).
 

 
          “Tyco Core Businesses” shall mean, as of the date hereof, the Tyco Electronics (i)electronic systems business segment, which manufactures passive electronic components, includingconnectors and interconnect systems, relays, switches, circuit protection devices, touch screens,application tools and machinery, sensors and wires and cable, for use in the automotive, computer,consumer electronics, communication equipment, appliance, aerospace and defense, industrialmachinery and instrumentation markets; (ii) except for the Business, network solutions businesssegment, which supplies infrastructure components, including connectors, above- and below-groundenclosures, ceramic insulation products, heat shrink tubing, non-power related cable accessories,surge arrestors, fiber optic cabling, copper cabling and racks for copper and fiber networks, tothe telecommunications and energy markets; and (iii) business that manufactures, distributes,maintains and installs undersea telecommunication systems, in each case as conducted during thetwelve month period ending on the date hereof.          “Transfer Taxes” means all stamp, transfer, real property transfer, recordation,grantee/grantor, documentary, sales and use, value added, registration, occupation, privilege, orother such similar Taxes, fees and costs (including any penalties and interest) incurred inconnection with the consummation of the transactions contemplated by this Agreement.          “Transferred Employee” and “Transferred Employees” shall have the meaning setforth in Section 5.5(b).          “Transferred Intellectual Property” shall have the meaning set forth in Section2.2(e).          “Transition Services Agreement” means the transition services agreement between Sellerand Purchaser in substantially the form of Exhibit B.          “Upper Working Capital Limit” shall have the meaning set forth in Section 2.8(c)(i).          “Working Capital” shall mean the current assets of the Business (excluding ClosingCash, deferred Income Tax assets and Income Tax receivables) less the current liabilities of theBusiness (excluding deferred Income Tax liabilities and accrued Income Tax liabilities), in eachcase included in the Purchased Assets and Assumed Liabilities or owned or owing by the ConveyedCompanies, as the case may be, taken as a whole and determined in accordance with the policies,principles, practices and methodologies set forth on Exhibit A.          Section 1.2 Construction. In this Agreement, unless the context otherwise requires:          (a) any reference in this Agreement to “writing” or comparable expressions includes areference to facsimile transmission or comparable means of communication (but excludes e-mailcommunications);          (b) the phrases “delivered” or “made available”, when used in this Agreement, shall mean thatthe information referred to has been physically or electronically delivered to the relevant partiesincluding, in the case of “made available” to Purchaser, material that has been posted prior to thedate hereof in the “data room” (virtual or otherwise) established by Seller;
 

 
          (c) words expressed in the singular number shall include the plural and vice versa, and wordsexpressed in the masculine shall include the feminine and neuter genders and vice versa;          (d) references to Articles, Sections, Exhibits, Schedules and Recitals are references toarticles, sections, exhibits, schedules and recitals of this Agreement;          (e) references to “day” or “days” are to calendar days;          (f) references to “the date hereof” shall mean as of the date of this Agreement;          (g) unless expressly indicated otherwise, the words “hereof”, “herein”, “hereto” and“hereunder”, and words of similar import, when used in this Agreement, shall refer to thisAgreement as a whole and not to any provision of this Agreement;          (h) references to this “Agreement” or any other agreement or document shall be construed asreferences to this Agreement or, as the case may be, such other agreement or document as the samemay have been, or may from time to time be, amended, varied, novated or supplemented;          (i) “include”, “includes”, and “including” are deemed to be followed by “without limitation”whether or not they are in fact followed by such words or words of similar import; and          (j) references herein to any Person include references to such Person’s successors andpermitted assigns.          Section 1.3 Exhibits and Seller Disclosure Letter. The Exhibits to this Agreement and the Seller Disclosure Letter are incorporated into and forman integral part of this Agreement. If an Exhibit is a form of agreement, such agreement, whenexecuted and delivered by the parties thereto, shall constitute a document independent of thisAgreement.          Section 1.4 Knowledge. Where any representation or warranty or other provision contained in this Agreement isexpressly qualified by reference to the “Knowledge of Seller”, such knowledge shall mean to theactual knowledge of (as distinguished from constructive or imputed knowledge) those individualslisted on Schedule 1.4(a) of the Seller Disclosure Letter, after reasonable inquiry ofthose persons listed on Schedule 1.4(b) of the Seller Disclosure Letter who are reasonablyexpected to have direct responsibility for a particular subject matter.**ARTICLE II****PURCHASE AND SALE**          Section 2.1 Purchase and Sale of the Equity Interests. Upon the terms and subject to the conditions set forth herein, at the Closing, the EquitySelling Entities shall, and Seller shall cause the Equity Selling Entities to sell to Purchaser,and Purchaser agrees to purchase from the Equity Selling Entities, free and clear of all Liens, theEquity Interests,
 

 
together with all rights and benefits whatsoever attaching to the Equity Interests. Thecertificates, if any, representing the Equity Interests shall be duly endorsed in blank, oraccompanied either by stock powers duly executed in blank by the respective Equity Selling Entitiesor by such other instruments of transfer as are reasonably acceptable to Purchaser. In connectionwith Purchaser’s purchase of the Equity Interests in accordance with this Section 2.1, the partiesacknowledge and agree that, subject to Section 2.5, each of the Liabilities of the ConveyedCompanies (whether arising prior to, at or after the Closing) will remain a Liability of therespective Conveyed Company.          Section 2.2 Purchase and Sale of the Purchased Assets. Upon the terms and subject to the conditions set forth herein, at the Closing, each AssetSelling Entity shall, and Seller shall cause each Asset Selling Entity to sell, convey, assign andtransfer to Purchaser, and Purchaser shall purchase, acquire and accept from each Asset SellingEntity, free and clear of all Liens other than Permitted Liens, all of such Asset Selling Entity’sright, title and interest in the following assets, properties and rights owned, held or used bysuch Asset Selling Entity (collectively, the “Purchased Assets”), as the same may exist onthe Closing Date:          (a) Closing Cash, if any;          (b) all personal property and interests therein, including all the equipment, vehicles,machinery, tools, spare parts, furniture and other tangible personal property owned, leased orlicensed by the Asset Selling Entities and used primarily in the Business (collectively, the“Equipment”, with the leases relating to any Equipment so leased being referred to hereinas the “Equipment Leases”);          (c) all other Contracts of any Asset Selling Entity relating primarily to the Business (otherthan the Real Property Leases, Equipment Leases and Contracts relating to the Excluded Assets)(collectively, the “Assumed Contracts”), and all outstanding purchase orders relatingprimarily to the Business (other than such purchase orders relating to the Excluded Assets);          (d) all Inventory used primarily in the Business;          (e) the registered trademarks and copyrights and the patents and any applications for theforegoing set forth on Schedule 2.2(e)(i) of the Seller Disclosure Letter, the computersoftware programs, source codes and user manuals owned, used or leased by, or licensed to, theAsset Selling Entities set forth on Schedule 2.2(e)(ii) of the Seller Disclosure Letter,and all other Intellectual Property used exclusively in the Business (collectively,“Transferred Intellectual Property”);          (f) transferable Permits owned, utilized, held or maintained by or licensed to the AssetSelling Entities (subject to the terms of such Permits) relating primarily to the Business;          (g) all customer, vendor, supplier, contractor, and service-provider lists to the extentrelating to the Business, and all files, documents and records (including billing, payment anddispute histories, credit information and similar data) to the extent relating to customers,vendors, suppliers, contractors or service-providers of the Business, and other business and
 

 
financial records, files, books and documents (whether in hard copy or computer format) to theextent relating primarily to the Business;          (h) the accounts and notes receivable of the Business, including Assumed IntercompanyReceivables, except for any accounts and notes receivable not able to be specifically identified asaccounts or notes receivable of the Business (the “Excluded Accounts Receivable”) and all loans andother advances owing to Seller by any Business Employee who becomes a Transferred Employee;          (i) all prepaid expenses and deposits and refunds relating directly and primarily to theBusiness (other than prepaid insurance for the Asset Selling Entities) received after the ClosingDate;          (j) all claims, causes of action, defenses and rights of offset or counterclaim (at any timeor in any manner arising or existing, whether choate or inchoate, known or unknown, contingent ornoncontingent) relating to any of the Purchased Assets or Assumed Liabilities to be conveyed toand/or assumed by Purchaser as of the Closing Date;          (k) the goodwill of the Business;          (l) all advertising, marketing, sales and promotional materials relating primarily to theBusiness;          (m) all property and casualty insurance proceeds received or receivable in connection with thedamage or complete destruction of any of the Purchased Assets that would have been included in thePurchased Assets but for such damage or complete destruction, in each case net the cost of repairor replacement to the extent that Seller has paid for such repairs or replacement;          (n) all rights and claims under any and all transferable warranties extended by suppliers,vendors, contractors, manufacturers and licensors in relation to any of the assets described inthis Section 2.2;          (o) the personnel records (including all human resources and other records) of all TransferredEmployees to the extent transferable in light of legal and contractual considerations, and          (p) all other assets set forth on Schedule 2.2(p) of the Seller Disclosure Letter.          Section 2.3 Excluded Assets of the Business.          (a) Notwithstanding any provision in this Agreement to the contrary, Purchaser is notpurchasing from any of the Asset Selling Entities any of the following (collectively, the“Excluded Assets”), and shall acquire no right to or interest in any Excluded Assets underthis Agreement or as a result of the transactions contemplated hereby:     (i) Cash and Cash Equivalents, other than Closing Cash of the Asset Selling Entities;
 

 
     (ii) all intercompany receivables in respect of the Business, other than AssumedIntercompany Receivables, and the Excluded Accounts Receivable;     (iii) the corporate books and records;     (iv) all current and prior insurance policies and all rights of any nature with respectthereto, including all insurance proceeds received or receivable thereunder (other than anysuch amounts included in the Purchased Assets pursuant to Section 2.2(m) or amounts payableto Purchaser pursuant to Section 5.18) and rights to assert claims with respect to any suchinsurance recoveries;     (v) assets of any Benefit Plan that is contributed to or maintained for the benefit ofany Asset Selling Entity Business Employee;     (vi) the “Tyco” and “Tyco Electronics” names, marks and logos, and any other item setforth on Schedule 5.9(a) of the Seller Disclosure Letter, and any IntellectualProperty relating thereto;     (vii) all loans and other advances owing to Seller or any of its Affiliates by eachBusiness Employee who does not become a Transferred Employee;     (viii) the Tax records (including Tax Returns and supporting workpapers) covering anyperiod ending, or any transaction of any Asset Selling Entity occurring, on or prior to theClosing Date;     (ix) all of the rights and interests of any Asset Selling Entity in and to theContracts specified in Schedule 2.3(a)(ix) of the Seller Disclosure Letter (the“Excluded Contracts”);     (x) any assets and associated claims arising out of the Retained Liabilities;     (xi) all claims, causes of action, defenses and rights of offset or counterclaim (atany time or in any manner arising or existing, whether choate or inchoate, known or unknown,contingent or noncontingent) not included in the Purchased Assets under Section 2.2(j);     (xii) all of the rights and interests of Seller and its Affiliates (including theSeller Entities) in and to all correspondence and documents, including the confidentialityagreements entered into by Purchaser or any of its Affiliates, in connection with the saleof the Business;     (xiii) all of the rights and interests of the Asset Selling Entities in allinformation, files, records, data and recorded knowledge related to or used in connectionwith the Business, to the extent that any of the foregoing: (i) relate primarily to theExcluded Assets; (ii) relate to the Excluded Assets and can be easily separated from thePurchased Assets; or (iii) are comprised predominantly of written materials that a SellerEntity is required by Law to retain and with respect to which Seller shall have provided (orcaused to be provided) a copy to Purchaser;
 

 
     (xiv) any legal or beneficial interest in the Internet websites listed on Schedule2.3(a)(xvi) of the Seller Disclosure Letter, notwithstanding the fact that such sitesare related primarily to the Business;     (xv) all Seller’s Refunds and credits of Taxes due to Seller or any of its Affiliatespursuant to Section 7.7;     (xvi) all other assets set forth on Schedule 2.3(a)(xvii) of the SellerDisclosure Letter;     (xvii) any Intellectual Property owned by an Asset Selling Entity and not used in theBusiness and any computer software programs, source codes and user manuals (excluding itemsset forth on Schedules 2.2(e)(i) and (e)(ii) of the Seller DisclosureLetter); and     (xviii) all collective bargaining, union and other similar Contracts covering the AssetSelling Entity Business Employees.          (b) After the Closing Date, Purchaser shall take all actions (or shall cause its Affiliates totake all actions) reasonably requested by the Seller Entities to effect the provisions of thisSection 2.3, including the prompt return of any Excluded Assets that are owned by any Asset SellingEntity and are transferred inadvertently at the Closing.          Section 2.4 Assumption of Certain Obligations of the Business. In addition to thetransfer of the Conveyed Companies, and thereby the Liabilities thereof pursuant to Section 2.1,upon the terms and subject to the conditions of this Agreement, Purchaser agrees, effective at theClosing, to assume and to satisfy and discharge all Liabilities to the extent relating to thePurchased Assets or the Business (except for the Liabilities of the Conveyed Companies, which willremain Liabilities of the Conveyed Companies), whether arising prior to or after the Closing, andwhether accrued or fixed, known or unknown, absolute or contingent, matured or unmatured ordetermined or determinable as of the Closing Date, other than the Retained Liabilities (all of theforegoing liabilities and obligations to be so assumed, satisfied or discharged being hereincollectively called the “Assumed Liabilities”). Assumed Liabilities shall include thefollowing:          (a) all lawsuits to the extent resulting from the conduct of the Business or the ownership ofthe Equity Interests or the Purchased Assets prior to, at or after the Closing, including lawsuitsand claims relating to any alleged Intellectual Property infringement except for Excluded EmployeeLiabilities;          (b) all Liabilities, including all lawsuits arising from the design, construction, testing,marketing, service, operation or sale of the products and services of the Business prior to, at orafter the Closing, including warranty obligations but excluding Excluded Warranty Obligations andirrespective of any legal theory asserted;          (c) all Liabilities and other obligations under the Real Property Leases, Equipment Leases andthe Assumed Contracts (including all purchase orders in respect thereof) included in the PurchasedAssets;
 

 
          (d) all accounts payable and other accrued expenses relating to the Business, includingaccrued Taxes (other than accrued Income Taxes) and Assumed Intercompany Payables (except for anyaccounts and notes payable not able to be specifically identified as accounts or notes payable ofthe Business), and all Liabilities to suppliers for products and services relating to the Businessprior to, at or after the Closing, and all Liabilities to customers under purchase orders forproducts of the Business which at Closing have not yet been provided;          (e) all Liabilities arising prior to, at or after the Closing under any Contracts that areassigned to Purchaser pursuant to Section 2.2 or Section 2.6 at or subsequent to the Closing;          (f) all other Liabilities set forth in Schedule 2.4(f) of the Seller DisclosureLetter;          (g) all Liabilities with respect to Asset Selling Entity Employees (except with respect to anyRetention Bonus for such Asset Selling Entity Employees);          (h) all Liabilities for or with respect to Taxes for which Purchaser bears responsibilitypursuant to Article VII; and          (i) all other Liabilities arising prior to, at or after the Closing relating to the ownershipor operation of the Business or the Purchased Assets, including all Liabilities included in theClosing Date Working Capital.For the avoidance of doubt, the parties acknowledge and agree that Purchaser’s assumption ofLiabilities pursuant to this Section 2.4 does not obviate or otherwise affect Purchaser’s abilityto make claims hereunder for any breach of Seller’s representations and warranties hereunder.For the avoidance of doubt, the Assumed Liabilities listed in Sections 2.4(a)-2.4(i) do not includeany Liabilities of the Conveyed Companies, which are addressed in Section 2.1.          Section 2.5 Retained Liabilities of the Business.          (a) Notwithstanding any provision in this Agreement, Seller or the Asset Selling Entitiesshall retain and be responsible only for the following liabilities relating to the Business(collectively, the “Retained Liabilities”):     (i) Liabilities for which any Asset Selling Entity expressly has responsibilitypursuant to the terms of this Agreement;     (ii) Liabilities solely related to the Excluded Assets (other than those contemplatedby 2.4(g));     (iii) intercompany Liabilities of the Asset Selling Entities, other than AssumedIntercompany Payables;     (iv) any Liabilities of any Asset Selling Entity, Conveyed Company or the Business topay any Indebtedness incurred prior to the Closing Date;
 

 
     (v) all Liabilities for or with respect to Taxes for which Seller bears responsibilitypursuant to Article VII;     (vi) the Liabilities listed in Schedule 2.5(vi) of the Seller Disclosure Letter;     (vii) the Excluded Environmental Liabilities;     (viii) the Excluded Employee Liabilities;     (ix) the Excluded Warranty Obligations;     (x) all Liabilities relating to any Retention Bonus; and     (xi) all Liabilities of PT Dulmison Indonesia to the extent arising primarily from theconduct of Seller’s NetConnect business.          Section 2.6 Consents.          (a) Notwithstanding anything to the contrary in this Agreement, there shall be excluded fromthe transactions contemplated by this Agreement any Real Property Lease, Equipment Lease,Intellectual Property License, Permit, Assumed Contract, Contract or right which is not assignableor transferable without the consent of any Person other than the Asset Selling Entities, theConveyed Companies or any Subsidiary of Seller or Purchaser, to the extent that such consent shallnot have been given prior to the Closing; provided, however, that each of theSeller Entities and Purchaser shall have the continuing obligation from the date of this Agreementto use commercially reasonable efforts to obtain all necessary consents to the assignment ortransfer thereof, it being understood that neither Seller nor Purchaser nor any of their respectiveAffiliates shall be required to expend money, commence any litigation or offer or grant anyaccommodation (financial or otherwise) to any third party to obtain such consents. Upon obtainingthe requisite third-party consents thereto, such Real Property Leases, Equipment Leases,Intellectual Property Licenses, Permits, Assumed Contracts, Contracts or rights, if otherwiseincludable in the Purchased Assets or the transactions contemplated hereby, shall promptly betransferred and assigned to Purchaser hereunder.          (b) With respect to any Real Property Lease, Equipment Lease, Intellectual Property License,Permit, Assumed Contract, Contract or right that is not included in the Purchased Assets orassigned to Purchaser at the Closing by reason of Section 2.6(a), after the Closing and until anyrequisite consent is obtained therefor and the same is transferred and assigned to Purchaser, theParties shall cooperate with each other in endeavoring to obtain for Purchaser, at no cost to anySeller or any of its Affiliates, an arrangement with respect thereto to provide for Purchasersubstantially comparable benefits therein, including, in certain circumstances, Purchasercontinuing operations in a leased facility prior to obtaining consent to assignment of the leasefor such facility. Purchaser agrees to indemnify Seller or any of its Affiliates in respect of allLiabilities of the Seller Entities in respect of any such arrangement, continuing operations andunderlying lease, license, Contract, agreement or right.          (c) Purchaser agrees that neither Seller nor any of its Affiliates shall have any liabilitywhatsoever arising out of or relating to the failure to obtain any consents that may be
 

 
required in connection with the transactions contemplated by this Agreement or because of thedefault under, or acceleration or termination of, any Real Property Lease, Equipment Lease,Intellectual Property License, Permit, Assumed Contract, Contract or right, as a result thereof.For the avoidance of doubt, nothing in this Section 2.6(c) relieves Seller of its obligations inSections 2.6(a) and 2.6(b).          Section 2.7 Purchase Price. In consideration of the sale and transfer of the EquityInterests and the Purchased Assets, Purchaser agrees to purchase from the Equity Selling Entitiesthe Equity Interests for an aggregate purchase price of $7,200,000.00 (the “Gross EquityPurchase Price”), and purchase from the Asset Selling Entities the Purchased Assets for anaggregate purchase price of $8,800,000.00 (the “Gross Asset Purchase Price,” and togetherwith the Gross Equity Purchase Price, the “Gross Purchase Price”), plus the assumption byPurchaser of the Assumed Liabilities, subject to adjustment pursuant to Section 2.8 (as soadjusted, the “Aggregate Purchase Price”). The Gross Purchase Price shall be payable asfollows:          (a) At the Closing, Purchaser shall deliver to Seller an amount equal to $7,200,000.00 (the“Equity Closing Payment”) by wire transfer of immediately available funds to the account oraccounts previously notified by Seller in writing to Purchaser.          (b) At the Closing, Purchaser shall deliver to Seller an amount equal to $8,800,000.00 (the“Asset Closing Payment”, and together with the Equity Closing Payment, the “ClosingPayment”) by wire transfer of immediately available funds to the account or accounts previouslynotified by Seller in writing to Purchaser.          Section 2.8 Purchase Price Adjustment.          (a) Promptly after the Closing Date, and in any event not later than thirty (30) daysfollowing the Closing Date, Seller shall prepare and deliver to Purchaser for its review astatement (the “Closing Statement”) of the Closing Working Capital and the Closing Cash asof the close of business on the Closing Date. The Closing Statement shall be prepared in a mannerconsistent with Exhibit A. “Closing Working Capital” means, as of the Closing, theWorking Capital. Purchaser shall give Seller and its Representatives access to the premises, booksand records, and appropriate personnel of the Business, the Conveyed Companies and Purchaser forpurposes of the preparation of the Closing Statement in accordance with this Section 2.8(a) (andduring the periods contemplated by Section 2.8(b)). Purchaser shall instruct its employees(including the Transferred Employees) and Representatives to cooperate with, and promptly andcompletely respond to all reasonable requests and inquiries of, Seller and its Representatives,and, upon execution of a customary access letter if required by Purchaser’s outside accountants,Seller and its Representatives shall have reasonable access, upon reasonable notice, to allrelevant work papers, schedules, memoranda and other documents prepared by Purchaser or itsRepresentatives (including its outside accountants) to the extent such materials have been preparedby Purchaser or its Representatives and relate to the calculation of Closing Working Capital and/orthe Closing Cash in any respect.          (b) Purchaser and Purchaser’s accountants and financial and other advisors may make reasonableinquiries of Seller and/or Seller’s accountants regarding questions concerning or disagreementswith the Closing Statement arising in the course of Purchaser’s review.
 

 
Purchaser shall complete its review of the Closing Statement within forty-five (45) days afterthe delivery thereof to Purchaser. Promptly following completion of its review (but in no eventlater than the conclusion of the forty-five (45) day period), Purchaser may submit to Seller aletter regarding its concurrence or disagreement with the accuracy of the Closing Statement;provided that any such letter must specify (i) the items of the Closing Statement with whichPurchaser disagrees, (ii) the adjustments that Purchaser proposes to be made to the ClosingStatement and (iii) the specific amount of such disagreement and all supporting documentation andcalculations; and provided, further, that Purchaser may only disagree with the Closing Statement(x) to the extent Purchaser claims Seller did not arithmetically calculate the Closing Statementsaccurately or did not prepare the Closing Statement in accordance with and in a manner consistentwith the policies and principles set forth on Exhibit A and (y) if Purchaser’s proposedcalculation will result in an adjustment to the Gross Purchase Price. If Purchaser does notdeliver a letter disagreeing with the accuracy of the Closing Statement before the conclusion ofsuch forty-five (45) day period, the Closing Statement shall be final and binding upon the Partiesand Purchaser shall be deemed to have agreed with all items and amounts contained in the ClosingStatement. If Purchaser does deliver such a letter, following such delivery, Seller and Purchasershall attempt in good faith to resolve promptly any disagreement as to the computation of any itemin the Closing Statement. Any item as to which there is no disagreement shall be deemed agreed.If a resolution of such disagreement has not been effected within fifteen (15) days (or longer, asmutually agreed by the Parties) after delivery of such letter, then Seller and Purchaser shallsubmit any disagreement regarding the Closing Statement (a “Disputed Item”) to theAccountant for determination. The determination of the Accountant with respect to any DisputedItem shall be completed within thirty (30) days of submission of such Disputed Item to theAccountant and shall be determined in accordance with this Agreement and be final and binding uponSeller and Purchaser. The Accountant shall adopt a position within the range of positionssubmitted by Seller and Purchaser with respect to any Disputed Item. The Accountant’sdetermination regarding any Disputed Item shall be based solely on whether Seller included suchDisputed Item in or excluded such Disputed Item from the Closing Statement or arithmeticallycalculated such Disputed Item, as the case may be, accurately and in accordance with and in amanner consistent with the policies and principles set forth on Exhibit A. Closing WorkingCapital as finally determined in accordance herewith shall be referred to as the “Final ClosingWorking Capital.” The Closing Cash as finally determined in accordance herewith shall bereferred to as the “Closing Cash Amount.” The fees, costs, and expenses of the Accountantshall be shared as follows:     (i) if the Accountant resolves all of the Disputed Items in favor of Purchaser’sposition (the Final Closing Working Capital and/or the Closing Cash Amount, as the case maybe, so determined is referred to herein as the “Low Value”), then Seller shall beobligated to pay for all of the fees and expenses of the Accountant;     (ii) if the Accountant resolves all of the Disputed Items in favor of Seller’s position(the Final Closing Working Capital and/or the Closing Cash Amount, as the case may be, sodetermined is referred to herein as the “High Value”), then Purchaser shall beobligated to pay for all of the fees and expenses of the Accountant; and     (iii) if the Accountant neither resolves all of the Disputed Items in favor ofPurchaser’s position nor resolves all of the Disputed Items in favor of Seller’s position
 

 
(the Final Closing Working Capital and/or the Closing Cash Amount, as the case may be,so determined is referred to herein as the “Actual Value”), Seller shall beresponsible for such fraction of the fees and expenses of the Accountant for the FinalClosing Working Capital and/or the Closing Cash Amount, as the case may be, equal to (x) thedifference between the High Value and the Actual Value over (y) the difference between theHigh Value and the Low Value, for the Final Closing Working Capital and/or the Closing CashAmount, as the case may be, and Purchaser shall be responsible for the remainder of the feesand expenses of the Accountant.          (c) If the Final Closing Working Capital:     (i) is equal to or greater than an amount $500,000 less than the Target Closing WorkingCapital (the “Lower Working Capital Limit”) and is equal to or less than an amount$500,000 more than the Target Closing Working Capital (the “Upper Working CapitalLimit”), then no adjustments will be made to the Purchase Price in respect of the FinalClosing Working Capital;     (ii) exceeds the Upper Working Capital Limit, then Purchaser shall be obligated to payto Seller the amount by which the Final Closing Working Capital exceeds the Upper WorkingCapital Limit; or     (iii) is less than the Lower Working Capital Limit, then Seller shall be obligated torepay to Purchaser the amount by which the Lower Working Capital Limit exceeds the FinalClosing Working Capital.          (d) Purchaser shall be obligated to pay to Seller the Closing Cash Amount, if any.          (e) Any payments to be made pursuant to Sections 2.8(c) and (d) shall be made by wire transferof immediately available funds to the account designated in writing by Purchaser or Seller, as thecase may be, within five (5) Business Days after the determination of the Final Closing WorkingCapital and the Closing Cash Amount, as the case may be. For the avoidance of doubt, if either theFinal Closing Working Capital or the Closing Cash Amount, as the case may be, is determined beforethe other, Purchaser or Seller, as the case may be, shall pay the other party any amount owedpursuant to Section 2.8(c) or (d) in respect of such determination within five (5) Business Daysafter such determination (notwithstanding that the other has not yet been determined). Any paymentmade pursuant to Section 2.8(c) or (d) shall be made with interest (such interest to be calculatedon the basis of a year of three-hundred sixty (360) days and the actual number of days elapsed) onsuch amount from (i) the date of the delivery of a letter of disagreement, if there is adisagreement or (ii) 35 days from the Closing if there is no such letter of disagreement, to thedate of such payment at a rate equal to eight percent (8%) per annum.          Section 2.9 Purchase Price Allocation.          (a) Within twenty (20) Business Days after the Closing Statement becomes final pursuant toSection 2.8(b), Seller shall deliver to Purchaser a statement (the “Allocation”),allocating (i) the Gross Equity Purchase Price (as adjusted pursuant to Section 2.8) among theEquity Interests, and (ii) the sum of (A) the Gross Asset Purchase Price (as adjusted pursuant to
 

 
Section 2.8), (B) the Assumed Liabilities, and (C) any other Liabilities properly taken intoaccount pursuant to Section 1060 of the Code among the Purchased Assets, in each case in accordancewith Section 1060 of the Code. Each of the Seller Entities on the one hand and Purchaser and theConveyed Companies on the other shall (x) be bound by the Allocation for purposes of determiningany Taxes; (y) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on abasis consistent with the Allocation and (z) take no position, and cause its Affiliates to take noposition, inconsistent with the Allocation on any applicable Tax Return or in any proceeding beforeany Taxing Authority or otherwise. In the event that the Allocation is disputed by any TaxingAuthority, the Party receiving notice of the dispute shall promptly notify the other Party hereto,and Seller and Purchaser agree to use their commercially reasonable efforts to defend suchAllocation in any audit or similar proceeding.          (b) Purchaser shall notify Seller of any disagreement within twenty (20) Business Days ofPurchaser’s receipt of the proposed Allocation. If Seller and Purchaser fail to agree on theAllocation within thirty (30) days of Seller’s receipt of Purchaser’s notice of disagreement, suchmatter shall be referred to a law firm or accounting firm (the “Arbiter”) for bindingarbitration. Seller and Purchaser shall mutually agree on an Arbiter that is independent of bothSeller and Purchaser. In the event that Seller and Purchaser cannot agree on an Arbiter, Sellerand Purchaser each shall select a law firm or an accounting firm, and the two (2) firms selectedshall mutually select a third law firm or accounting firm, independent of both Seller andPurchaser, to act as the Arbiter. The choice of an Arbiter by the two (2) firms pursuant to thepreceding sentence shall be binding on the Parties. Within thirty (30) days of the selection ofthe Arbiter, Seller and Purchaser shall deliver to the Arbiter copies of any schedules ordocumentation which may reasonably be required by the Arbiter to make its determination. Each ofPurchaser and Seller shall be entitled to submit to the Arbiter a memorandum setting forth itsposition with respect to such arbitration. The Arbiter shall render a determination within sixty(60) days of its selection. Notwithstanding any provision of this Section 2.9(b), the Arbiter may,at its sole discretion, amend the procedures contained herein. The determination of the Arbitershall be final and binding on all Parties and shall be the conclusive “Allocation” for purposes ofthis Agreement. The costs incurred in retaining the Arbiter shall be shared equally, fifty percent(50%) by Seller and fifty percent (50%) by Purchaser.          Section 2.10 Closing.          (a) The Closing shall take place at the offices of Seller, located at 1050 Westlakes Drive,Berwyn, Pennsylvania 19312, at 10:00 A.M., Eastern Time on the third (3rd) Business Day followingthe satisfaction or waiver of the conditions precedent specified in Article VI (other than theconditions to be satisfied on the Closing Date, but subject to the waiver or satisfaction of suchconditions) or at such other times and places as the Parties may mutually agree. The date on whichthe Closing occurs is called the “Closing Date.” The Closing shall be deemed to occur andbe effective as of 11:59 P.M., Eastern Time on the Closing Date (the “Effective Time”).          (b) At the Closing, Purchaser shall deliver or cause to be delivered to Seller (i) the ClosingPayment by wire transfer of immediately available funds to an account or accounts specified bySeller, (ii) the officer’s certificates referenced in Section 6.3(c), (iii) a counterpart of theTransition Services Agreement, duly executed by an authorized officer of Purchaser, and (iv)
 

 
the duly-executed counterparts of Purchaser and its Affiliates, as applicable, of eachdocument effecting the transfer of the Purchased Assets and the assumption of the AssumedLiabilities as the parties may reasonably agree.          (c) At the Closing, Seller shall deliver or cause to be delivered to Purchaser (i) allcertificates (if any) representing the Equity Interests, (ii) the officer’s certificates referencedin Section 6.2(d) (iii) a counterpart of the Transition Services Agreement, duly executed by anauthorized officer of Seller, and (iv) the duly-executed counterparts of Seller and its Affiliates,as applicable, to each document effecting the transfer of the Purchased Assets and the assumptionof the Assumed Liabilities as the parties may reasonably agree.**ARTICLE III****REPRESENTATIONS AND WARRANTIES OF SELLER**          Except as set forth in the letter (the “Seller Disclosure Letter”) delivered by Sellerto Purchaser concurrently with the execution of this Agreement (it being understood that any matterdisclosed on any Schedule of the Seller Disclosure Letter will be deemed to be disclosed on anyother Schedule of the Seller Disclosure Letter where it is reasonably apparent from the face ofsuch disclosure that such information applies to such other sections), Seller hereby represents andwarrants to Purchaser as follows:          Section 3.1 Organization and Qualification. Seller is a corporation duly organizedand validly existing under the Laws of Luxembourg. Each Equity Selling Entity and Asset SellingEntity is a corporation or a limited liability company duly organized, validly existing and, whereapplicable, in good standing under the Laws of the jurisdiction of its organization.          Section 3.2 Corporate Authority; Binding Effect.          (a) Seller has all requisite corporate power and authority to execute and deliver thisAgreement and to perform its obligations hereunder. At Closing, each Seller Entity will have allrequisite authority to execute and deliver each document, agreement or instrument to be executedand delivered pursuant to this Agreement. The execution and delivery by Seller and each SellerEntity, as applicable, of this Agreement and each other document, agreement or instrument to beexecuted and delivered by Seller and each Seller Entity pursuant to this Agreement, and theperformance by Seller and each Seller Entity of its obligations hereunder and thereunder, havebeen, or will have been at the Closing, duly authorized by all requisite corporate action on thepart of Seller and each Seller Entity.          (b) This Agreement, when executed and delivered by Seller, assuming due execution and deliveryhereof by Purchaser, constitutes the valid and binding obligations of Seller, enforceable againstSeller in accordance with its terms, except as such enforcement may be limited by bankruptcy,insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’rights generally or by general principles of equity (regardless of whether enforcement is sought ina proceeding in equity or at law).
 

 
          Section 3.3 Conveyed Companies; Capital Structure.          (a) Each of the Conveyed Companies is duly organized, validly existing and, where applicable,in good standing under the Laws of its jurisdiction of organization, except in jurisdictions wherethere is no legal concept of “Good Standing”, or where the failure to be in good standing would notreasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, withthe corporate power and authority to own and operate the Business, its properties and assets and tocarry on its business as currently conducted. Each of the Conveyed Companies is duly qualified todo business in each jurisdiction where the nature of its business or properties makes suchqualification necessary, except in jurisdictions where the failure to be so qualified would notreasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.          (b) Schedule 3.3(b) of the Seller Disclosure Letter sets forth the authorizedcapitalization of the Conveyed Companies and the number of shares of each class of capital stock orother equity interests in each such Conveyed Company, which are (to the extent applicable) validlyissued and outstanding, fully paid and non-assessable. There are no outstanding warrants, options,agreements, subscriptions, convertible or exchangeable securities or other Contracts pursuant towhich any of the Conveyed Companies is or may become obligated to issue, sell, purchase, return,reduce or redeem any shares of capital stock or other securities or other equity interests of theConveyed Companies, and no equity securities or other equity interests of any of the ConveyedCompanies are reserved for issuance for any purpose. The Equity Selling Entities own of record andwith full legal title the outstanding issued and paid-up Equity Interests as indicated onSchedule 3.3(b) of the Seller Disclosure Letter, free and clear of all Liens and controlabsolutely the right to exercise all rights and powers attached to the respective Equity Interestspursuant to applicable Laws including, without limitation, the right to vote at any meeting.          Section 3.4 Non-Contravention. The execution, delivery and performance of thisAgreement by Seller, and the consummation of the transactions contemplated hereby, do not and willnot (i) violate any provision of the certificate of incorporation, bylaws or comparableorganizational document of Seller or any of the Equity Selling Entities, the Asset Selling Entitiesor the Conveyed Companies, as applicable; (ii) subject to obtaining the consents referred to inSchedule 3.4 of the Seller Disclosure Letter, conflict with, result in a breach of,constitute a default under, or result in the termination, cancellation or acceleration (whetherafter the giving of notice or the lapse of time or both) of any material right or obligation of theSeller Entities or the Conveyed Companies under, or to a loss of any material benefit of theBusiness to which the Seller Entities or the Conveyed Companies are entitled under, any MaterialContract, Real Property Lease or material license of Transferred Intellectual Property or (iii)assuming the accuracy of Section 4.3, violate materially or result in a material breach of orconstitute a material default under any Law or other restriction of any Governmental Authority towhich any Seller Entity or Conveyed Company is subject.          Section 3.5 Permits. Except as set forth in Schedule 3.5 of the SellerDisclosure Latter, the execution, delivery and performance by Seller of this Agreement and eachother document, agreement or instrument to be executed and delivered by Seller or any Seller Entitypursuant to this Agreement do not require any material Permits.
 

 
          Section 3.6 Absence of Certain Changes. Except as set forth on Schedule 3.6of the Seller Disclosure Letter, since June 26, 2009 to the date of this Agreement: (i) theBusiness has been conducted in all material respects in the ordinary course; and (ii) there has notoccurred a Material Adverse Effect.          Section 3.7 No Litigation. Except as set forth on Schedule 3.7 of the SellerDisclosure Letter, there is no material action, Order outstanding, suit, judgment, injunction,litigation, legal proceeding, investigation or arbitration pending or, to the Knowledge of Seller,threatened in writing, by or before any Governmental Authority or arbitrator against (a) Seller orany Asset Selling Entity related to the Business or (b) any Conveyed Company.          Section 3.8 Compliance with Laws. To the Knowledge of Seller:          (a) except as set forth on Schedule 3.8(a) of the Seller Disclosure Letter, eachSeller Entity and each Conveyed Company is in compliance in all material respects with all Lawsapplicable to the ownership or operation of the Business, and          (b) each Seller Entity and each Conveyed Company possesses all material Permits necessary forthe conduct of the Business as it is currently conducted.          Section 3.9 Environmental Matters.          (a) The Conveyed Companies are, and at all times in the past five years have been, incompliance in all material respects with all applicable Environmental Laws and there are no claims,encumbrances, proceedings, investigations or actions by any Governmental Authority or other Personpending or to the Knowledge of Seller threatened, in connection with the operation of the ConveyedCompanies under any applicable Environmental Law.          (b) Seller has delivered or made available to Purchaser true, correct and complete copies ofall reports, investigations, evaluations, assessments, monitoring, memoranda, data and otherdocuments or files that to the Knowledge of Seller exist and are in the possession of Seller, anySeller Entity or Seller’s or Seller’s Entity’s agents or consultants that relate to any materialaspect of the environmental condition of the Conveyed Companies or any real property formerlyowned or leased by any Conveyed Company.          (c) The Conveyed Companies have not either expressly or by operation of Law assumed orundertaken any material liability under any Environmental Law, including without limitation anyobligation for corrective or remedial action or any other action under any Environmental Law.          (d) Except as permitted by applicable Environmental Law, there has been no Release ofHazardous Materials by any Conveyed Company, or to the Knowledge of Seller, by any other Person,at, on or under any real property either formerly or currently leased, owned or operated by anyConveyed Company.          (e) Except as listed on Schedule 3.9(e) of the Seller Disclosure Letter, to theKnowledge of Seller, there are no underground storage tanks, asbestos-containing materials in anyform or condition, materials or equipment containing polychlorinated biphenyls or any
 

 
landfills, surface impoundments, or other disposal areas present on any real propertycurrently leased or owned by any Conveyed Company.          (f) Other than as set forth in this Section 3.9, Seller does not make any representation orwarranty with respect to environmental matters.          Section 3.10 Material Contracts.          (a) Schedule 3.10 of the Seller Disclosure Letter sets forth as of the date hereof alist of the following Contracts that relate primarily to the Business to which a Seller Entity,Conveyed Company or any Affiliate of any thereof is a party (collectively, the “MaterialContracts”), true and complete (in all material respects) copies of which Seller has madeavailable to Purchaser prior to the execution hereof:     (i) each Equipment Lease which entails rental payments in excess of $100,000 per annumor $500,000 in the aggregate;     (ii) each Contract for goods and/or services between (a) any Seller Entity or ConveyedCompany on the one hand, and any other Seller Entity, Conveyed Company or any Affiliate ofany thereof, on the other hand or (b) Seller and/or any of its Affiliates (other than theConveyed Companies) or any of the officers or directors of Seller and/or any of itsAffiliates (other than the Conveyed Companies), on the one hand, and any Seller Entityand/or Conveyed Company, on the other hand;     (iii) each mortgage, indenture, security agreement, pledge, note, loan agreement orguarantee (excluding items set forth in Schedule 3.13(a) of the Seller DisclosureLetter) in respect of Indebtedness in excess of $100,000;     (iv) each customer Contract that resulted in payment in excess of $500,000 in the 2009Fiscal Year or is expected to result in payment in excess of $1,000,000 in the aggregatewithin Seller’s fiscal years 2010 and 2011, to the applicable Seller Entity or ConveyedCompany, respectively;     (v) each outstanding Contract with vendors of the Business that resulted in payment inexcess of $500,000 in the 2009 Fiscal Year or is expected to result in payment in excess of$1,000,000 in the aggregate within Seller’s fiscal years 2010 and 2011 by the applicableSeller Entity or Conveyed Company, respectively;     (vi) each Contract materially limiting the ability of the applicable (A) Asset SellingEntity (or following the Closing, the Business) to compete with any Person in connectionwith such entity’s conduct of the Business or (B) Conveyed Company to compete with anyPerson in connection with such entity’s conduct of the Business;     (vii) each material Contract regarding the formation or participation in an equityjoint venture with a third party;     (viii) each Contract pursuant to which any Seller Entity or Conveyed Company (aslicensor or licensee) licenses any Intellectual Property material to the Business
 

 
(excluding licenses for commercial off-the-shelf computer software that are generallyavailable and which have an acquisition cost of $100,000 or less);     (ix) collective bargaining or other labor or union Contracts, or any contract with anyBusiness Employees;     (x) material sales representative contracts and material powers of attorney;     (xi) each outstanding purchase order from a customer on the back-log report as ofSeptember 25, 2009 with a back-log amount in excess of $500,000 (each a “Material PurchaseOrder”); and     (xii) any other Contract or purchase order that, to the Knowledge of Seller, ismaterial to the operation of the Business and does not fall into any of the categories abovein Section 3.10.          (b) Other than those identified in Section 3.10(a)(xi) or any purchase order identified inSection 3.10(a)(xii), each Material Contract is in full force and effect.          (c) There exists no default or event of default by the applicable Asset Selling Entity orConveyed Company or, to the Knowledge of Seller, any other party to any such Contract or purchaseorder, with respect to any material term or provision of any Material Contract, any MaterialPurchase Order or any purchase order identified in Section 3.10(a)(xii).          Section 3.11 Intellectual Property.          (a) The applicable Asset Selling Entity or Conveyed Company owns or has the right to use,transfer or assign, free and clear of all Liens other than Permitted Liens, all of the TransferredIntellectual Property. Except as set forth on Schedule 3.11(a) of the Seller DisclosureLetter, there is no claim, demand or proceeding pending against, or, to the Knowledge of Seller,threatened in writing against, any Seller Entity or Conveyed Company which challenges the rights ofthe Asset Selling Entities or Conveyed Companies in respect of the Transferred IntellectualProperty.          (b) Except as set forth in Schedule 3.11(b) of the Seller Disclosure Letter, to theKnowledge of Seller, the conduct of the Business does not infringe, misappropriate, misuse orviolate any Intellectual Property (other than Transferred Intellectual Property) of any SellerEntity, or any Intellectual Property of any other Person, and no Person is infringing theTransferred Intellectual Property.          (c) Other than Intellectual Property included in the Excluded Assets, the TransferredIntellectual Property and any other Intellectual Property rights granted to Purchaser pursuant tothis Agreement, include all of the Intellectual Property owned by Seller or any of its Affiliatesthat is necessary to conduct the Business in all material respects as currently conducted.
 

 
          Section 3.12 Real Property.          (a) Schedule 3.12(a) of the Seller Disclosure Letter sets forth a list as of the datehereof of all of the real property owned by any of the Asset Selling Entities and the ConveyedCompanies used primarily in the Business (collectively, the “Real Property”). An AssetSelling Entity or a Conveyed Company has title in fee simple (or its equivalent under applicableLaw) to the Real Property, free and clear of all Liens, other than Permitted Liens and Liens thatwill be released at or prior to the Closing.          (b) To the Knowledge of Seller, the Real Property is in compliance in all material respectswith all Laws, covenants, conditions, easements, use and occupancy restrictions to which it issubject.          (c) Schedule 3.12(c) of the Seller Disclosure Letter together sets forth a list as ofthe date hereof of each real property lease and all leasehold interests (including any prepaidrent, security deposits or options to renew or purchase in connection therewith) in real propertyof the Conveyed Companies, in each case used in the Business (collectively, the “Real PropertyLeases”). A list of all Real Property Leases is set forth on Schedule 3.12(c) of theSeller Disclosure Letter and true and complete copies thereof have been made available toPurchaser. Each Real Property Lease is in full force and effect and there exists no materialdefault or material event of default by the applicable Conveyed Company or, to the Knowledge ofSeller, any other party to any such Real Property Lease.          (d) Except as set forth on Schedule 3.12(d) of the Seller Disclosure Letter, to theKnowledge of Seller, there are no material structural defects or material defects in the mechanicalor building systems in any facility located on the Real Property.          (e) Except as set forth on Schedule 3.12(e), the Real Property is neither leased noroccupied, individually or jointly, by any Person other than an Asset Selling Entity, a ConveyedCompany, or an Affiliate of either, as applicable. Neither Seller nor any Selling Entity orConveyed Company have received any notice of any violation of any Laws, any applicable zoningordinance, covenant, condition, easement, building code, use or occupancy restriction, or defaultunder any occupancy agreements with respect to the Real Property; and to the Knowledge of Seller,there is no existing condition or circumstance which, with the giving of notice or the passage oftime or both, would constitute or result in any such violation or default.          (f) Except as set forth on Schedule 3.12(f), there are no existing property Taxabatement programs or other governmental assistance programs with respect to the Real Property.          (g) There is no pending, and neither Seller nor any Selling Entity or Conveyed Company hasreceived written notice of any threatened condemnation, expropriation, eminent domain, specialassessment or similar proceeding affecting any of the Real Property. There is no pending, andneither Seller nor any Selling Entity or Conveyed Company has received written notice of anythreatened fire, health, safety, building, environmental, Hazardous Substances, pollution control,zoning or other land use regulatory proceedings which would have a material
 

 
and adverse effect on the use and operation of any portion of the Real Property for itsintended purpose or the value of any material portion of the Real Property.          (h) Seller has made available to Purchaser copies of any and all title policy and underlyingtitle documents, surveys, engineering and geologic reports, maintenance reports and environmentalreports in its possession with respect to the Real Property.          (i) All public utilities necessary for the operation of the Business as currently conductedare installed and operating, and all installation and connection charges with respect to the RealProperty that are due and payable by Seller, Selling Entities or the Conveyed Companies, asapplicable, have been paid in full.          Section 3.13 Employee Benefit Plans.          (a) Each material Benefit Plan that is maintained or sponsored by an Asset Selling Entity andrelated to a Business Employee or a Conveyed Company is listed on Schedule 3.13(a) of theSeller Disclosure Letter.          (b) Except as would not reasonably be expected to have, individually or in the aggregate, aMaterial Adverse Effect, and whenever applicable according to the Laws and regulations of therespective country: (i) each Benefit Plan that is maintained by a Conveyed Company which isintended to be “qualified” within the meaning of Section 401(a) of the Code (or such otheranalogous Law of the respective country in which such plan is maintained) has received a favorabledetermination letter from the IRS or analogous non-U.S. Governmental Authority (or has submitted,or is within the remedial amendment period for submitting, an application for a determinationletter with the IRS or analogous non-U.S. Governmental Authority and is awaiting receipt of aresponse) and, to the Knowledge of Seller, no event has occurred and no condition exists as of thedate hereof which could reasonably be expected to result in the revocation of any suchdetermination; and (ii) to the Knowledge of Seller, no claim, action or litigation has been made orcommenced with respect to any Benefit Plan that is maintained by a Conveyed Company (other thanroutine claims for benefits payable in the ordinary course, and appeals of such denied claims).Each Benefit Plan that is maintained by a Conveyed Company has been administered, in all materialrespects, in accordance with its terms and ERISA, the Code, and other applicable Law. Each BenefitPlan has, in all material respects, been established, funded, maintained and administered incompliance with its terms and with the applicable provisions of ERISA, the Code and all otherapplicable Laws.          (c) Each Asset Selling Entity and Conveyed Company has paid and discharged all of itsLiabilities arising under ERISA, the Code or, as applicable, the Laws and regulations of therespective countries, of a character which, if unpaid or unperformed, would result in theimposition of a Lien against the properties or assets of the Business or result in a governmentalenforcement action involving fines or penalties.          (d) Neither the execution and delivery of this Agreement nor the consummation of thetransactions contemplated hereby will (either alone or in conjunction with any other event): (i)cause or result in the accelerated vesting, funding or delivery of, or increase the amount or valueof any benefit under any Benefit Plan listed on Schedule 3.13(a) of the Seller
 

 
Disclosure Letter, or (ii) cause or result in the funding of any Benefit Plan listed onSchedule 3.13(a) of the Seller Disclosure Letter.          (e) Seller does not maintain any defined benefit pension plan applicable to Business Employeesother than its participation in or contribution to statutory pension, retirement or other socialplans mandated or made available under applicable Law.          (f) Other than as set forth in this Section 3.13, Seller does not make any representation orwarranty with respect to employee benefit plan matters.          Section 3.14 Labor and Employment Matters.          (a) Each Asset Selling Entity and each Conveyed Company is in compliance in all materialrespects with all applicable Laws applicable to the ownership and operation of the Businessrespecting employment and employment practices, terms and conditions of employment and wages andhours, and is not engaged in any unfair labor practice.          (b) No unfair labor practice complaint against any Asset Selling Entity or Conveyed Company orany of their representatives or employees in connection with the Business is pending before theNational Labor Relations Board or any corresponding non-U.S. labor authority.          (c) There is no material labor strike, dispute, slowdown or stoppage actually pending, or tothe Knowledge of Seller, threatened in writing, against Seller, any Seller Entity or ConveyedCompany involving the Business.          (d) Schedule 3.14(d) of the Seller Disclosure Letter sets forth, as of the datehereof, a list of all collective bargaining and labor union or similar agreements applicable to anyBusiness Employee. No union is currently certified, and there is no union representation questionand no union or other organizational activity that would be subject to the National Labor RelationsAct (20 U.S.C. §151 et. seq.) or similar Law existing or, to the Knowledge of Seller, threatened inwriting, with respect to the operations of the Business.          (e) No material grievance exists or, to the Knowledge of Seller, is threatened in writing, andno material arbitration proceeding arising out of or under any collective bargaining or similaragreement of any Asset Selling Entity or Conveyed Company is pending. There are no materialactions, suits, claims, charges or pending matters relating to any employment, safety ordiscrimination matters involving any Business Employees.          (f) The representations and warranties in this Section 3.14 are the sole and exclusiverepresentations and warranties of Seller concerning labor and employment matters.          Section 3.15 Taxes.          (a) Seller has paid or has caused to be paid, or will pay or will cause to be paid (includingby Purchaser pursuant to Section 7.1), all material Taxes imposed on the Purchased Assets that havebecome due and payable on or before the Closing Date, except Taxes being
 

 
contested in good faith as set forth in Schedule 3.15(a) of the Seller DisclosureLetter and Taxes assumed by Purchaser under this Agreement.          (b) Seller has timely filed or has caused to be filed, or will file or will cause to be filed,all material Tax Returns required to be filed on or before the Closing Date with respect to theConveyed Companies, and all Taxes reflected on such Tax Returns have been or will be paid when dueexcept for (i) Taxes not then due and payable, (ii) Taxes otherwise being contested in good faithas set forth in Schedule 3.15(b) of the Seller Disclosure Letter and (iii) Taxes assumed byPurchaser under this Agreement.          (c) To the Knowledge of Seller: (i) each Conveyed Company has complied in all materialrespects with the provisions of applicable Law relating to the withholding and payment of Taxes,(ii) since December 31, 2005, none of the Conveyed Companies has agreed to any adjustment undereither Section 481(a) or Section 482 of the Code or an analogous provision of applicable Law byreason of a change in accounting method or otherwise, (iii) none of the Conveyed Companies is orhas been a “United States Real Property Holding Corporation” within the meaning of Section 897 ofthe Code, (iv) none of the Conveyed Companies is a “controlled foreign corporation” within themeaning of Section 957 of the Code, and (v) none of the Conveyed Companies has made an electionunder Treas. Reg. Section 301.7701-3 to be treated as a disregarded entity or as a partnership forU.S. federal income tax purposes.          (d) Other than as set forth in this Section 3.15, Seller does not make any representation orwarranty with respect to Tax matters.          Section 3.16 Financial Disclosures; No Undisclosed Liabilities.          (a) The unaudited statements of operations of the Business for the nine months ended June 30,2009, copies of which are set forth on Schedule 3.16(a)(i) of the Seller Disclosure Letter(the “Financial Disclosures”), fairly present, in conformity with Seller’s accountingpolicies applied on a consistent basis, the results of operations of the Business for the periodthen ended. For purposes of this Agreement, the Financial Disclosures are in accordance with GAAPexcept for the principal items of difference set forth in Schedule 3.16(a)(ii).          (b) The Asset Selling Entities and Conveyed Companies, taken together, and the Business doesnot have any obligations or Liabilities (whether accrued, absolute, contingent or otherwise) thatare required to be set forth on a consolidated balance sheet prepared in accordance with GAAP,except (i) Liabilities included in Closing Working Capital, (ii) Liabilities incurred in theordinary course of business after June 30, 2009 which would not reasonably be expected to have,individually or in the aggregate, a Material Adverse Effect, (iii) Liabilities incurred inconnection with the transactions contemplated hereby, (iv) Excluded Liabilities, (v) Liabilitiesarising from performance obligations under any Contract or Real Property Lease or outstandingpurchase order arising in the ordinary course of business and (vi) obligations or Liabilities thatmay be required by GAAP to be disclosed in footnotes. For the avoidance of doubt, this Section3.16(b) does not address any matters specifically addressed elsewhere in Article 3.
 

 
          Section 3.17 Receivables; Customers.          (a) Schedule 3.17(a) of the Seller Disclosure Letter provides an accurate and completebreakdown and aging of all Accounts Receivable conveyed to Purchaser hereunder (either directly orthrough the conveyance of any Conveyed Company) as of June 26, 2009. All existing AccountsReceivable of the Business conveyed to Purchaser hereunder represent valid obligations of customersof the Business.          (b) As of the date hereof, neither Seller, any Seller Entity nor any Conveyed Company hasreceived, and to the Knowledge of Seller there has not been, any notice indicating that anymaterial customer or material vendor of the Business intends to cease dealing or materially reduceits dealings with Seller or the Seller Entities. To the Knowledge of Seller, there is no contest,claim, or right of set-off, other than returns in the ordinary course of business, under anyContract with any obligor of an Account Receivable conveyed to Purchaser hereunder relating to theamount or validity of such Account Receivable.          Section 3.18 Inventory. With respect to the Inventory of the Business (includingPurchased Assets and Inventory owned by any Conveyed Company): (i) such Inventory was acquired,manufactured, assembled or otherwise obtained in the ordinary course of business; (ii) except tothe extent of any excess or obsolescence reserves included in Closing Working Capital, suchInventory is not obsolete, defective, excess or otherwise unmerchantable; and (iii) since June 26,2009, there has been no material write-down of the value of Inventory except as charged againstreserves and reflected on Exhibit A.          Section 3.19 Brokers. No broker, finder or investment banker is entitled to anybrokerage, finder’s or other fee or commission in connection with the transactions contemplated bythis Agreement based upon arrangements made by or on behalf of Seller or any Seller Entity orConveyed Company.          Section 3.20 Title to Purchased Assets; Sufficiency. The Equity Selling Entities ownthe Equity Interests free and clear of all Liens. Each Conveyed Company owns the assets owned byit free and clear of all Liens except Permitted Liens, and each Asset Selling Entity owns thePurchased Assets owned by it free and clear of all Liens except Permitted Liens. The PurchasedAssets and the assets owned by the Conveyed Companies, taken together are sufficient in allmaterial respects for the conduct of the Business conducted as of the date hereof (except for theconduct of the Business related to (i) the Excluded Assets, (ii) shared services utilized both bythe Business and the other businesses of Seller and its Affiliates in the categories listed onSchedule 3.20 of the Seller Disclosure Letter and (iii) the Intellectual Property that isgoverned by Section 5.9(a). Nothing in this Section 3.20 shall be deemed to constitute arepresentation or warranty as to the adequacy of the amounts of working capital, including cash, ofthe Business as of the Closing or the availability of the same.          Section 3.21 Absence of Certain Business Practices. Neither Seller, nor any SellerEntity or Conveyed Company, nor any of their respective officers, directors, employees, agents orrepresentatives has made, directly or indirectly, with respect to Seller, the Seller Entities, theConveyed Companies or any of their business activities or the Business, any bribes or kickbacks,illegal political contributions, payments from corporate funds not recorded on the
 

 
books and records of Seller, the Seller Entities, or the Conveyed Companies, or payments fromcorporate funds to governmental officials in their individual capacities, for the purpose ofaffecting their action or the action of the government they represent, to obtain favorabletreatment in securing business or licenses or to obtain special concessions.          Section 3.22 Insurance. Schedule 3.22(a) of the Seller Disclosure Letter sets forthcomplete and accurate summaries of all claims related to the Business reported during the pastthree (3) years under any property/casualty insurance policy, including a claims loss history, theamount of any reserve for open claims, the nature of the claim and whether open or closed.Schedule 3.22(b) of the Seller Disclosure Letter sets forth a summary of the property/casualtyinsurance policies of Seller related to the Business. As of the date hereof, no insurer hasadvised Seller, any Seller Entity or any Conveyed Company that it intends to reduce coverage orfail to renew any policy listed on Schedule 3.22(b) of the Seller Disclosure Letter.          Section 3.23 No Heliform Product Manufacturing in India. The equipment that waspreviously utilized by the Business to manufacture heliform products in India is currently utilizedby the Business to make such products in Thailand or has otherwise been disposed of or re-tooled sothat it is no longer capable of making heliform products.          Section 3.24 Exclusivity of Representations. The representations and warranties madeby Seller in this Article III are the exclusive representations and warranties made by Seller withrespect to the Conveyed Companies, the Seller Entities, the Business, the Purchased Assets and theAssumed Liabilities. Seller hereby disclaims any other express or implied representations orwarranties with respect to the Conveyed Companies, the Asset Selling Entities, any of theirrespective Affiliates, the Business, the Purchased Assets and the Assumed Liabilities.**ARTICLE IV****REPRESENTATIONS AND WARRANTIES OF PURCHASER**          Purchaser hereby represents and warrants to Seller as follows:          Section 4.1 Organization and Qualification. Purchaser is a corporation dulyorganized, validly existing and in good standing under the Laws of the state of Ohio.          Section 4.2 Corporate Authority.          (a) Purchaser has all requisite corporate power and authority to execute and deliver thisAgreement, and to perform its obligations hereunder. The execution and delivery by Purchaser ofthis Agreement and each other document, agreement or instrument to be executed and delivered byPurchaser pursuant to this Agreement, and the performance by Purchaser of its obligations hereunderand thereunder, have been, or will have been at the Closing, duly authorized by all requisitecorporate action on the part of Purchaser.          (b) This Agreement, assuming due execution and delivery hereof by Seller, constitutes thevalid and binding obligations of Purchaser, enforceable against Purchaser in accordance with itsterms, except as such enforcement may be limited by bankruptcy,
 

 
insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affectingcreditors’ rights generally or by general principles of equity (regardless of whether enforcementis sought in a proceeding in equity or at law).          Section 4.3 Non-Contravention. The execution, delivery and performance by Purchaserof this Agreement, and the consummation of the transactions contemplated hereby, do not and willnot (i) violate any provision of the certificate of incorporation, bylaws or other comparableorganizational document of Purchaser; (ii) conflict with, or result in a breach of, constitute adefault under, result in the termination, cancellation or acceleration (whether after the giving ofnotice or the lapse of time or both) of any material right or obligation of Purchaser under, or toa loss of any material benefit of Purchaser to which Purchaser is entitled under, any Contract towhich Purchaser is a party or by which any of its assets are bound, lease of real estate or licenseof Intellectual Property to which Purchaser and any of its Affiliates is a party or is subject and(iii) assuming the accuracy of Section 3.4, materially violate or result in a material breach of orconstitute a default under any Law or other restriction of any Governmental Authority to whichPurchaser is subject.          Section 4.4 Permits. The execution and delivery by Purchaser of this Agreement andeach other document, agreement or instrument to be executed and delivered by Purchaser pursuant tothis Agreement do not require any material Permits.          Section 4.5 Third-Party Approvals. The execution, delivery and performance byPurchaser of this Agreement and each other document, agreement or instrument to be executed anddelivered by Purchaser pursuant to this Agreement, and the transactions contemplated hereby andthereby, do not require any material consents, waivers, authorizations or approvals of, or filingswith, any third Persons which have not been obtained or effected by Purchaser.          Section 4.6 Financial Capability. As of the date hereof and on the Closing Date,Purchaser has and will have sufficient funds to pay the Aggregate Purchase Price and to perform anddischarge all of its other obligations hereunder, on the terms and conditions provided in orcontemplated by this Agreement.          Section 4.7 Securities Act. Purchaser is acquiring the Equity Interests solely forthe purpose of investment and not with a view to, or for sale in connection with, any distributionthereof. Purchaser acknowledges that the Equity Interests are not registered under the SecuritiesAct, any applicable state securities Laws or any applicable foreign securities Laws, and that suchEquity Interests may not be transferred or sold except pursuant to the registration provisions ofthe Securities Act or applicable foreign securities Laws or pursuant to an applicable exemptiontherefrom and pursuant to applicable state securities Laws. Purchaser (either alone or togetherwith its advisors) has sufficient knowledge and experience in financial and business matters so asto be capable of evaluating the merits and risks of its investment in the Equity Interests and iscapable of bearing the economic risks of such investment.          Section 4.8 Investigation by Purchaser; Seller’s Liability.  Purchaser hasconducted its own independent investigation, verification, review and analysis of the operations,assets, liabilities, results of operations, financial condition, technology and the probablesuccess
 

 
or profitability of the ownership, use or operation of the Business, the Conveyed Companiesand the Purchased Assets by Purchaser after the Closing, which investigation, review and analysiswas conducted by Purchaser and, to the extent Purchaser deemed appropriate, by its Affiliates andthe Purchaser Representatives. Purchaser has selected and been represented by, and/or consultedwith, such expert advisors as it has deemed appropriate in connection with the negotiation of thisAgreement and its determination to enter into and consummate the transactions contemplated hereby.In entering into this Agreement, Purchaser acknowledges that it has relied solely upon theaforementioned investigation, review and analysis and not on any factual representations oropinions of Seller or the Seller Entities and Conveyed Companies or any of Seller’s or itsAffiliates’ Representatives or any due diligence materials (except the representations andwarranties of Seller set forth in Article III).          Section 4.9 No Litigation. There is no material action, Order outstanding, suit,litigation, legal proceeding or arbitration pending or, to the knowledge of Purchaser, threatenedin writing, against Purchaser or any of its Affiliates by or before any Governmental Authority orarbitrator which would reasonably be expected to delay or prevent the consummation of thetransactions contemplated by this Agreement.          Section 4.10 Brokers. No broker, finder or investment banker is entitled to anybrokerage, finder’s or other fee, commission or expenses in connection with the transactionscontemplated by this Agreement based upon arrangements made by or on behalf of Purchaser.          Section 4.11 Solvency. Purchaser is not entering into the transactions contemplatedhereby with actual intent to hinder, delay or defraud either present or future creditors.Immediately after giving effect to the transactions contemplated hereby and assuming the accuracyof the representations and warranties set forth in Article III herein, Purchaser and itsSubsidiaries will be Solvent and will have adequate capital to carry on their respectivebusinesses.          Section 4.12 Confidentiality Agreement. Purchaser and its Affiliates that are subjectto the terms of the Confidentiality Agreement and the Purchaser Representatives have complied inall material respects with the terms of the Confidentiality Agreement including the restrictions oncontacting other potential acquirers of the Business and the restriction on limiting Purchaser’sfinancing sources from providing financing to, or arranging financing for, any other potentialacquirer of the Business.          Section 4.13 Absence of Arrangements with Management. Except for employment contractsto be effective after Closing, there are no Contracts, undertakings, commitments, agreements orobligations or understandings between Purchaser or any of its Affiliates, on the one hand, and anymember of the management of the Business, on the other hand, relating to the transactionscontemplated by this Agreement or the operation of the Business after the Closing.
 

 
**ARTICLE V****COVENANTS**          Section 5.1 Information and Documents.          (a) From and after the date hereof and prior to the Closing, subject to applicable Law and anyapplicable Order, upon reasonable advance notice to Seller, Seller shall permit Purchaser and itsRepresentatives to have supervised, reasonable access, during regular normal business hours, to theBusiness Employees, the employees of Seller or one of its Affiliates with knowledge of the Businessand to the assets, books properties and records of the Seller Entities and the Conveyed Companiesrelating primarily to the Business, and shall make available to Purchaser such financial andoperating data and other available information with respect to the Business as Purchaser shall fromtime to time reasonably request; provided, however, that no such access shallunreasonably interfere with the Seller Entities’ or the Conveyed Companies’ operation of theirrespective businesses, including the Business; and provided, further, that neitherSeller nor its Affiliates shall be required to take any action which would constitute a waiver ofattorney-client privilege.          (b) All information received by Purchaser and given by or on behalf of the Seller Entities andthe Conveyed Companies in connection with this Agreement and the transactions contemplated herebywill be held by Purchaser and its Affiliates and Representatives as “Evaluation Material”,as defined in, and pursuant to the terms of, the Confidentiality Agreement.          (c) It is expressly understood and agreed that, without the prior written consent of Seller,which consent may be granted or withheld in Seller’s sole and absolute discretion, nothing in thisAgreement shall be construed to grant Purchaser the right to perform any Phase I, Phase II or otherenvironmental testing on any of the properties of the Asset Selling Entities or the ConveyedCompanies.          Section 5.2 Conduct of Business.          (a) From and after the date hereof to the earlier of (i) the termination of this Agreement and(ii) the Closing Date, except (A) as otherwise contemplated, permitted or required by thisAgreement, (B) as Purchaser shall otherwise consent in writing (for purposes of this Section5.2(a), such consent may be given by e-mail and shall be effective upon receipt by Seller), whichconsent shall not be unreasonably withheld, delayed or conditioned or (C) as may be necessary oradvisable, in the sole discretion of Seller, to remove any Excluded Assets from any ConveyedCompany, Seller covenants and agrees that it shall cause the officers of each Asset Selling Entityand each Conveyed Company, in each case with respect to the Business, to operate the Business inthe ordinary course consistent with past practices, including without limitation:     (i) not sell, lease, license, abandon or otherwise dispose of any material assets usedin the Business, except (A) in the ordinary course of the Business, (B) to another
 

 
Conveyed Company or Asset Selling Entity (so long as the assets remain included in thePurchased Assets or in a Conveyed Company) or (C) except as contemplated hereby;     (ii) not increase or enhance the compensation or benefits of the Business Employeesother than in the ordinary course of the Business, as required by applicable Law or pursuantto the terms of any Contract as in effect on the date hereof;     (iii) not change, amend or restate the charter, certificate of formation orincorporation, operating agreement or bylaws (or other comparable organizational orgoverning documents) of any Conveyed Company;     (iv) not authorize for issuance, issue, sell or deliver or agree or commit to issue,sell or deliver (A) any capital stock of, or other equity or voting interest in, anyConveyed Company or (B) any securities convertible into, exchangeable for or evidencing theright to subscribe for or acquire either (1) any capital stock of, or other equity or votinginterest in, any Conveyed Company or (2) any securities convertible into, exchangeable foror evidencing the right to subscribe for or acquire, any shares of the capital stock of, orother equity or voting interest in, any Conveyed Company;     (v) not write-off as uncollectible any notes or Accounts Receivable of the Business,except any write-off of such notes and Accounts Receivable that are fully reserved for in amanner consistent with the policies and principles set forth on Exhibit A;     (vi) not split, combine, redeem or reclassify, or purchase or otherwise acquire, anyshares of its capital stock or its other securities;     (vii) not (A) incur any Indebtedness, other than short-term Indebtedness or byborrowings under existing credit facilities, or (B) make any loans or advances to any otherPerson, other than routine advances to employees in the ordinary course of the Business;     (viii) other than in the ordinary course of business, not (A) make any material Taxelection not required by Law that would have a continuing effect on the Conveyed Companiesfollowing the Closing Date or (B) settle or compromise any material Tax liability for whichPurchaser is responsible under Section 7.2;     (ix) except as required by GAAP or Applicable Law, not make any material change in theBusiness’ methods, principles and practices of accounting; and     (x) not execute any Contract or letter of intent (whether or not binding) or othercommitment, whether or not in writing, to do any of the foregoing.          (b) Notwithstanding anything contained in this Agreement to the contrary, Seller, the SellerEntities and the Conveyed Companies shall be permitted to (i) maintain through the Closing Date thecash management system of the Business and the cash management procedures as currently conducted bySeller, the Seller Entities and the Conveyed Companies, (ii) withdraw all Cash and Cash Equivalentsfrom each Conveyed Company and each Asset Selling Entity
 

 
immediately prior to the Closing (it being understood that nothing in this Agreement shallrequire Seller to ensure or otherwise convey to Purchaser any Closing Cash) and (iii) settle anyintercompany accounts in a manner Seller deems appropriate so long as the settlement of allAssumed Intercompany Receivables and Assumed Intercompany Payables are accurately reflected in theWorking Capital. Notwithstanding anything contained in this Agreement to the contrary, the AssetSelling Entities and the Conveyed Companies shall be permitted to borrow funds from Seller or itsAffiliates as is necessary to operate the Business in the ordinary course and repay such borrowingsin the ordinary course. Nothing contained in this Agreement shall give Purchaser, directly orindirectly, rights to control or direct the operations of the Business, the Purchased Assets or theConveyed Companies prior to the Closing Date. During the period from the date of this Agreementuntil the earlier of (x) the date this Agreement is terminated in accordance with its terms and (y)the Closing Date, Purchaser shall not knowingly take any action or omit to take any action for thepurpose of directly or indirectly preventing, materially delaying or materially impeding (or thatwould reasonably be expected to prevent, materially delay or materially impede) the consummation ofthe transactions contemplated by this Agreement, permit or cause any of its Subsidiaries orAffiliates to do any of the foregoing or agree or commit to do any of the foregoing, or agree inwriting or otherwise to take any of the foregoing actions.          Section 5.3 Efforts to Close. Except as otherwise set forth in Section 5.4, subjectto the terms and conditions set forth herein, and to applicable Law, each Party agrees to use itsreasonable best efforts to take, or cause to be taken, all actions necessary, and assist andcooperate with the other Party in doing, all things necessary, proper or advisable, to consummateand make effective, in the most expeditious manner practicable, the transactions contemplatedhereby, including the satisfaction of the respective conditions set forth in Article VI.          Section 5.4 Antitrust Laws.          (a) Purchaser shall: (i) as promptly as practicable but in no event later than the fifteenth(15th) day following the date hereof, take all actions necessary to file or cause to be filed thefilings required of it or any of its Affiliates under any applicable Antitrust Laws in connectionwith this Agreement and the transactions contemplated hereby; (ii) use its best efforts to obtainthe required consents from Antitrust Authorities, including antitrust clearance under the HSR Actand under any other applicable Antitrust Law, as promptly as practicable, and in any event prior tothe End Date; (iii) at the earliest practicable date comply with (or properly reduce the scope of)any formal or informal request for additional information or documentary material received by it orany of its Affiliates from any Antitrust Authority; and (iv) consult and cooperate with Seller, andconsider in good faith the views of Seller, in connection with any analyses, appearances,presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or onbehalf of any Party in connection with proceedings under or relating to any Antitrust Laws.Purchaser shall not communicate with any Antitrust Authority, whether orally or in writing, withoutnotifying Seller. Seller shall (x) as promptly as practicable but in no event later than thefifteenth (15th) day following the date hereof, take all actions necessary to file or cause to befiled the filings required of it or any of its Affiliates under any applicable Antitrust Laws inconnection with this Agreement and the transactions contemplated hereby; and (y) consult andcooperate with Purchaser, and consider in good faith the views of Purchaser, in connection with anyanalyses, appearances, presentations, memoranda, briefs, arguments,
 

 
opinions and proposals made or submitted by or on behalf of any Party in connection withproceedings under or relating to any Antitrust Laws. Each of the Parties will promptly notify theother Party of any written communication made to or received by such Party from any AntitrustAuthority regarding any of the transactions contemplated hereby. Neither Party will participate inany substantive meeting or discussion with any such Antitrust Authority in respect of any filing,investigation or inquiry concerning this Agreement or the transactions contemplated hereby unlessit consults with the other Party in advance and, to the extent permitted by such AntitrustAuthority, gives the other Party the opportunity to attend, and furnish the other Party with copiesof all correspondence, filings and written communications between them and their Affiliates andtheir respective Representatives on one hand and any such Antitrust Authority or its respectivestaff on the other hand, with respect to this Agreement and the transactions contemplated hereby.          (b) Each Party shall be responsible for the fees, costs and expenses it incurs in connectionwith making such filings under the Antitrust Laws.          (c) Purchaser shall not, and shall cause its Affiliates not to, acquire or agree to acquire,by merging with or into or consolidating with, or by purchasing a substantial portion of the assetsof or equity in, or by any other manner, any business or any corporation, partnership, associationor other business organization or division thereof, or otherwise acquire or agree to acquire anyassets, if the entering into of a definitive agreement relating to, or the consummation of suchacquisition, merger or consolidation could reasonably be expected to: (i) impose any delay in theobtaining of, or increase the risk of not obtaining, any consents of any Governmental Authoritynecessary to consummate the transactions contemplated hereby or the expiration or termination ofany applicable waiting period; (ii) increase the risk of any Governmental Authority entering anOrder prohibiting the consummation of the transactions contemplated hereby; (iii) increase the riskof not being able to remove any such Order on appeal or otherwise; or (iv) delay or prevent theconsummation of the transactions contemplated hereby.          (d) Each Party shall use its reasonable best efforts to take all actions requested by anyAntitrust Authority, or reasonably necessary to resolve any objections that may be asserted by anyAntitrust Authority, with respect to the transactions contemplated by this Agreement under anyAntitrust Law.          (e) Neither Purchaser nor any of its Affiliates shall be required to (x) sell, divest, holdseparate, license, cause a third party to acquire, or otherwise dispose of, the Business, thePurchased Assets, any Subsidiary, operations, divisions, businesses, product lines, customers orassets of Purchaser, its Affiliates, or any Conveyed Company, (y) take or commit to take such otheractions that may limit Purchaser, its Affiliates, or any Conveyed Company’s freedom of action withrespect to, or its ability to retain, one or more of its operations, divisions, businesses, productlines, customers or assets, or (z) enter into any Order, consent decree or other agreement toeffectuate any of the foregoing.          Section 5.5 Business Employees and Employee Benefits.          (a) The employment of any Conveyed Company Business Employee shall not terminate upon theClosing, but shall continue with such Business Employees’ years of service
 

 
carried over for all purposes and, for a period ending not less than 12 months after theClosing Date, (1) at a rate of pay at least equal to, (2) with severance entitlements not lessfavorable than, and (3) with other employee benefits, perquisites and terms and conditions ofemployment (including benefits pursuant to qualified and non-qualified retirement and savingsplans, medical, life insurance, disability, dental and pharmaceutical plans and programs, deferredcompensation arrangements and incentive compensation plans) not substantially less favorable in theaggregate than, the rate of pay, severance entitlements and other employee benefits, perquisitesand terms and conditions of employment provided to the Conveyed Company Business Employee,immediately prior to the Closing Date.          (b) With regard to any Asset Selling Entity Business Employee, within a reasonable period oftime (but not less than 30 days) prior to the Closing Date, Purchaser or its Affiliates, asappropriate, shall offer employment to each such Asset Selling Business Employee commencing as ofthe Closing Date, except for those individuals listed on Schedule 1.1(d) of the SellerDisclosure Letter. Purchaser or its Affiliates, as appropriate, shall employ such BusinessEmployees in the same job or position as in effect immediately prior to the Closing Date and (x) ata rate of pay at least equal to, (y) with severance entitlements not less favorable than, and (z)with other employee benefits, perquisites and terms and conditions of employment (includingbenefits pursuant to qualified and non-qualified retirement and savings plans, medical, lifeinsurance, disability, dental and pharmaceutical plans and programs, deferred compensationarrangements and incentive compensation plans) not substantially less favorable in the aggregatethan, the rate of pay, severance entitlements and other employee benefits, perquisites and termsand conditions of employment provided to the Business Employee, or to which the Business Employeewould be entitled, upon commencing employment with Seller, immediately prior to the Closing Date.For purposes of this Section 5.5, “pay” shall include base salary or wages plus any commission,variable pay target bonus, incentive compensation, premium pay, overtime and shift differentials,but not stock options or other equity-based compensation. Purchaser, at the time such employmentoffers are so extended, shall provide to Seller appropriate information regarding employment termsand conditions offered to the Business Employees, which shall conform in all respects to theprovisions of this Section 5.5. Purchaser shall consult with Seller prior to the extension ofemployment offers with respect to communicating the offers to the Business Employees. EachBusiness Employee who accepts such offer of employment shall become an employee of Purchaser or oneof its Affiliates on the Closing Date and is referred to as a “Transferred Employee,” andall such employees collectively are referred to as the “Transferred Employees.”          (c) For a period of at least 12 months following the Closing Date, Purchaser covenants andagrees to continue to provide each Transferred Employee with the pay, severance, benefits,perquisites and terms and conditions of employment described in Section 5.5(b), unless theTransferred Employee’s employment is sooner terminated (other than in the case of severance orsimilar termination pay and benefits).          (d) Provision of Health Benefits; Certain Welfare Plan Matters. Subject to theprovisions of Section 5.5(a), effective commencing on the Closing Date (i) in countries in whichPurchaser or one of its Affiliates currently operates, Purchaser shall enroll Transferred Employeesin its currently sponsored health plans and programs, and (ii) in other countries, Purchaser shallprovide or cause to be provided, coverage to all such Transferred Employees and
 

 
their respective spouses and dependents, under a group health plan sponsored by Purchaser orone of its Affiliates. With respect to such health plan and any other welfare benefit plans inwhich Transferred Employees are eligible to participate following the Closing, Purchaser shall,subject to applicable Laws of the respective countries, use best efforts to (y) ensure that nowaiting periods, exclusions or limitations with respect to any pre-existing conditions, evidence ofinsurability or good health or actively-at-work exclusions are applicable to any TransferredEmployees or their dependents or beneficiaries, and (z) provide or cause to be provided that anycosts or expenses incurred by the Transferred Employees (and their respective dependents andbeneficiaries) up to (and including) the Closing Date shall be specifically applied for purposes ofsatisfying applicable deductible, co-payment, coinsurance, maximum out-of-pocket provisions andlike adjustments or limitations on coverage under any such welfare benefit plans. Purchaser shallbe responsible under the employee welfare benefit plans of Purchaser for all amounts payable byreason of claims incurred by Transferred Employees and their eligible dependents and beneficiariesafter the Closing Date.          (e) Severance. Without limiting the generality of the foregoing, Purchaser shall havein effect for at least 12 months following the Closing Date severance and retention plans,practices and policies applicable to each Transferred Employee on the Closing Date that are notless favorable than such policies in effect immediately prior to the Closing Date with respect tosuch Transferred Employee. Purchaser shall indemnify and hold harmless Seller from any Liabilitiesarising under any of the severance cost categories listed on Schedule 5.5(e) of the SellerDisclosure Letter with respect to (i) any Asset Selling Entity Business Employee that does notbecome a Transferred Employee and (ii) those individuals listed on Schedule 1.1(d) of theSeller Disclosure Letter. For the avoidance of doubt, Purchaser shall not be responsible for anyemployment-related costs, including severance, for any Asset Selling Business Employee that doesnot become a Transferred Employee that Seller voluntarily elects in its sole discretion to continueto employ the applicable Asset Selling Entity after the Closing Date.          (f) Liabilities. As of the Closing, each Transferred Employee shall cease activeparticipation in, and to the extent applicable, shall cease accruing benefits under, each BenefitPlan other than, to the extent applicable, the Benefits Plans that are maintained by a ConveyedCompany. Immediately prior to the Closing, Seller shall cease all responsibility for and liabilitywith respect to coverage for any Transferred Employee under the Benefit Plans set forth onSchedule 3.13(a) of the Seller Disclosure Letter. From and after the Closing Date,Purchaser shall assume, honor and be solely responsible for paying, providing and satisfying whendue the following: (i) all vacation, personal days, sick pay and other paid time off forTransferred Employees earned but unused as of the Closing Date, on terms and conditions not lessfavorable than the terms and conditions in effect immediately prior to the Closing Date, (ii) allcompensation (including salary, wages, commissions, bonuses, incentive compensation, overtime,premium pay and shift differentials), vacation, personal days, sick pay and other paid time off,benefits and benefit claims, severance and termination pay, notice and benefits under allapplicable Laws and under any Benefit Plan, and all other liabilities, in each case accruing,incurred or arising as a result of employment or separation from employment with Purchaser afterthe Closing Date with respect to Transferred Employees, and (iii) severance and termination pay,notice or other liabilities accruing, incurred or arising as a result of separation from employmentof (A) any Conveyed Company Business Employee (including those who choose to terminate theiremployment as a result of the transactions contemplated herein) or (B) any
 

 
Transferred Employee, on or after the Closing Date. In the event that Seller is required tohonor, pay or provide any of the items contemplated to be assumed, honored, paid or satisfied byPurchaser hereunder, then Purchaser will indemnify and hold harmless Seller for any such items sohonored, paid or provided by Seller.          (g) Effective as of the Closing, Purchaser shall be responsible for providing COBRAcontinuation coverage to the Transferred Employees who are employees in the United Sates withrespect to which COBRA is applicable. Further, to the extent COBRA continuation coverage isrequired to be provided, Purchaser shall assume responsibility for any Transferred Employees whobecome “M&A qualified beneficiaries” (within the meaning of Code Section 4980B) by the transactionscontemplated by this Agreement.          (h) Credited Service. With respect to each employee benefit plan, policy or practice,including severance, vacation and paid time-off plans, policies or practices, sponsored ormaintained by Purchaser, to the extent permitted under applicable Law, Purchaser shall recognize orshall cause its Affiliates to recognize, for all Transferred Employees from and after the ClosingDate, credit for all service with Seller, prior to the Closing Date for all purposes (includingeligibility to participate, vesting credit, eligibility to commence benefits, early retirementsubsidies, severance and, subject to the next sentence, benefit accrual. Notwithstanding theforegoing, no such service shall be counted to the extent it creates a right to duplicativebenefits under any Seller plan or Purchaser plan.          (i) No Third Party Beneficiaries. This Agreement shall inure exclusively to thebenefit of and be binding upon the parties hereto and their respective successors, assigns,executors and legal representatives. Without limiting the generality of Section 10.6, nothing inthis Section 5.5, express or implied, is intended to constitute an amendment to any Benefit Plan orconfer on any employee or other person other than the parties hereto or their respective successorsand assigns any rights, remedies, obligations or Liabilities under or by reason of this Agreement.          Section 5.6 Wage Reporting. Purchaser and Seller shall utilize, or cause theirAffiliates to utilize, the standard procedure set forth in Section 4 of Rev. Proc. 2004-53, withrespect to United States wage reporting for the full calendar year in which the Closing occurs,pursuant to which Purchaser and Seller shall report on a “predecessor-successor” basis, as setforth therein.          Section 5.7 Non-Competition. For a period of three (3) years after the Closing Date(the “Restricted Period”), (a) Seller shall not, and shall ensure its Affiliates shall not,manufacture Restricted Products for sale to customers that are engaged in the electric utilitybusiness in Australia Brazil, Canada, China, Indonesia, Malaysia, Mexico, Poland, South Africa,Spain, Thailand, United Kingdom and the United States and its territories (the “RestrictedCustomers”) and (b) Seller shall provide Buyer the opportunity to submit a bid to Seller forany Restricted Products proposed to be sold to a Restricted Customers, provided, thatSeller shall not be obligated to accept any such bid based on those business factors that Sellerdeems relevant. Purchaser shall designate to Seller in writing the person to whom Seller shallcontact in connection with its obligations in Section 5.7(b), which person shall initially beDennis F. McKenna. Notwithstanding the foregoing, the provisions of this Section 5.7 shall notapply to (i)
 

 
any manufacturing or sales related to an acquisition of the business of any third party(whether by merger, stock purchase, investment or otherwise) or through the acquisition of theassets of any third party except for any third party that at the time of such acquisition derivesgreater than fifty-percent (50%) of its revenue from the sale of Restricted Products to theRestricted Customers (ii) third party or any of its Affiliates that acquires an interest in Selleror its Affiliates or (iii) to any party as of and following such time that such Person ceases to bean Affiliate of Seller.          Section 5.8 Collection of Accounts Receivable. If the Closing occurs, Seller shallpromptly forward to Purchaser any monies, checks or instruments received by Seller or any of itsAffiliates after the Closing Date with respect to the accounts receivable purchased by Purchaser.          Section 5.9 Intellectual Property Rights and Restrictions.          (a) Promptly upon the Closing, Purchaser shall cause each division of the Business and eachConveyed Company (each, a “Purchased Division”) to change its name to a name that does notinclude “Tyco”, “Tyco Electronics”, any of Seller’s Marks or any derivatives thereof or anythingconfusingly similar thereto and Purchaser, each Affiliate thereof, the Purchased Division(s) andtheir respective directors, officers, successors, assigns, agents or representatives shall notregister or attempt to register, and shall not directly or indirectly use (except as permitted inthis Section 5.9(a)), in any fashion, including in signage, corporate letterhead, business cards,internet websites, marketing material and the like, or seek to register, in connection with anyproducts or services anywhere in the world in any medium, any name, mark or symbol that includes,is identical to or is confusingly similar to, any of the trademarks, service marks, domain names,trade names or other indicia of origin set forth on Schedule 5.9(a) of the SellerDisclosure Letter or any other indicia of origin characterized as an Excluded Asset under thisAgreement (collectively, “Seller’s Marks”), nor shall any of them challenge or assist anythird party in opposing the rights of Seller or any Affiliate of Seller anywhere in the world inany such Intellectual Property. For the avoidance of doubt, in no event shall any of theTransferred Intellectual Property be deemed to constitute Intellectual Property that includes, isidentical to or is confusingly similar to, any of Seller’s Marks. Purchaser acknowledges andagrees that (except as provided for in this Section 5.9(a)) no right or grant is provided forherein for Purchaser or any Purchased Division to (i) use any of Seller’s Marks alone or incombination with any other mark, name or term or (ii) grant sublicenses to any of Seller’s Marksfor any purpose whatsoever. Subject to the restrictions set forth herein, Seller hereby grants toPurchaser effective as of the Closing Date a personal, worldwide, nonexclusive, royalty-free andfully paid license for four (4) months after the Closing Date, to use tools, dies and moldsacquired by Purchaser hereunder which carry one or more of Seller’s Marks to be cast, struck ormolded into Inventory. Purchaser shall in any event phase out such use of such tools, dies andmolds as soon as is reasonably practicable and, in particular, shall if practicable remove the castfor such marks from each such tool, die or mold on the first occasion after the Closing Date whensuch tool, die or mold is refurbished. Notwithstanding the foregoing, Seller hereby grants toPurchaser, effective as of the Closing Date, a personal, worldwide, nonexclusive, royalty-free andfully paid license to use Seller’s Marks solely with respect to Inventory as of the Closing Date.Such limited license shall terminate four (4) months after the Closing Date regardless of whetheror not Inventory branded with Seller’s Marks remain in Inventory of Purchaser or any Purchased
 

 
Division. Inventory subject to this license does not need to be rebranded if sold prior totermination of the four-month license period. All use of Seller’s Marks as permitted hereundershall inure to the benefit of Seller. Purchaser shall ensure that immediately following theClosing Date any hypertext links to Internet websites operated by Seller or its Affiliates and anyother use of Seller’s Marks are removed from any Internet web sites operated by any PurchasedDivision or included in the Purchased Assets.          (b) Promptly upon the Closing, Seller shall cause each of its Affiliates, as applicable, tochange its name to a name that does not include “Dulmison”, any of the Transferred IntellectualProperty Marks or any derivatives thereof or anything confusingly similar thereto and Seller, itsAffiliates and their respective directors, officers, successors, assigns, agents or representativesshall not register or attempt to register, and shall not directly or indirectly use, in anyfashion, including in signage, corporate letterhead, business cards, internet websites, marketingmaterial and the like, or seek to register, in connection with any products or services anywhere inthe world in any medium, any name, mark or symbol that includes, is identical to or is confusinglysimilar to, any of the trademarks, service marks, domain names, trade names or other indicia oforigin set forth on Schedule 5.9(b) of the Seller Disclosure Letter or characterized as a PurchasedAsset under this Agreement (collectively, “Purchased Marks”), nor shall any of themchallenge or assist any third party in opposing the rights of Purchaser or any Affiliate ofPurchaser anywhere in the world in any such Intellectual Property. Notwithstanding the foregoing,from and after the Closing Date:     (i) Purchaser hereby grants to Seller and its Affiliates a perpetual, worldwide,nonexclusive, nontransferable (except as set forth herein), royalty-free and fully-paidlicense under the Transferred Intellectual Property (other than Purchased Marks) to make,have made, use, sell, offer for sale and import, reproduce, perform, display or distributeany products derived from or related to the Insulator Business.     (ii) Purchaser hereby grants to Seller and its Affiliates a three (3) year, worldwide,nonexclusive, nontransferable (except as set forth herein), royalty-free and fully-paidlicense under the Purchased Marks to use, reproduce and affix the Purchased Marks solely inconnection with the Insulator Business.     (iii) Purchaser hereby grants to Seller and its Affiliates an irrevocable, worldwide,nonexclusive, nontransferable (except as set forth herein), royalty-free and fully-paidlicense under the Purchased Marks (A) to use the Purchased Marks in any marketing materialsexisting on the date of the Closing until the time that such marketing materials areconsumed in the ordinary course of business (but in no event longer than twelve (12) monthsafter the Closing Date), (B) for four (4) months after the Closing Date to use any tools,dies and molds which carry the Purchased Marks, other than with respect to (1) high voltageconnector systems for sub-stations and (2) low voltage products, for which such period shallbe nine (9) months, and (C) for Inventory existing on the date of Closing and any Inventorycreated with such tools, dies or molds (but in no event longer than one (1) year after theClosing Date, other than other than with respect to (1) high voltage connector systems forsub-stations and (2) low voltage products, for which such period shall be eighteen (18)months); provided, however, that nothing in this clause (iii) shall relieveSeller from its obligation to comply with Section 5.7.
 

 
The licenses contemplated in Sections 5.9(b)(i),(ii) and (iii) shall include the right of Sellerand its Affiliates to grant sublicenses solely to any third party that acquires from Seller or anyof its Affiliates, whether by a stock sale, an asset sale, or a merger or consolidation, (x) in thecase of Sections 5.9(i) and (ii), the Insulator Business and (y) in the case of Section 5.9(iii),any of their business units or product lines.          Section 5.10 Resale or Other Exemption Certificates. At the Closing (or within suchreasonable time thereafter as may be necessary to perfect the resale or other exemptioncertificates), Purchaser shall deliver to Seller fully completed and executed resale exemptioncertificates or other applicable exemption certificates for all states and localities identified bySeller in Schedule 5.10 of the Seller Disclosure Letter as jurisdictions in which Inventoryis to be transferred. Notwithstanding the provisions of Section 7.3(d), to the extent anyjurisdiction refuses to accept any resale exemption certificate or other applicable exemptioncertificate provided by Purchaser, Seller and Purchaser agree that any Transfer Taxes (and relatedinterest and penalty) assessed by such jurisdiction shall be borne by Purchaser.          Section 5.11 Post-Closing Information.          (a) Except with respect to Tax Records, which are covered exclusively by Section 7.9, for aperiod of seven (7) years following the Closing, upon written advance request from a Party(“Requesting Party”), the other party shall, and shall cause its Affiliates to, afford tothe Requesting Party and its Representatives reasonable access during regular normal business hoursto the properties, books and records and employees of the party with respect to the Business to theextent necessary to prepare or defend any judicial or administrative proceeding related to theBusiness, or to enable the Requesting Party and its Representatives to satisfy its financialreporting obligations.          (b) After the Closing, each Party (including its outside accountants) shall have reasonableaccess, during normal business hours and upon reasonable notice, to the records of the Business andto personnel of the other Party or its Affiliates as it relates to the Business and to any otherinformation or personnel that such Party reasonably requests, in connection with completing theaudit of its accounts.          Section 5.12 Indemnification of Officers and Directors.          (a) The certificate of incorporation, bylaws or other comparable organizational documents ofeach of the Conveyed Companies shall contain provisions no less favorable with respect toindemnification of officers and directors serving in these capacities at Closing than are set forthin such documents immediately prior to the Closing, which provisions shall not be amended, repealedor otherwise modified for a period of six (6) years after the Closing in any manner that wouldadversely affect the rights thereunder of individuals who at or prior to the Closing were presentor former managers, members, directors, officers, employees or agents of the Conveyed Companies(each, together with such person’s heirs, executors or administrators, a “Conveyed CompanyCovered Person”) relating to service prior to the Closing.          (b) Purchaser shall cause to be maintained in effect for six (6) years after the Closing thecurrent policies of the directors’ and officers’ liability insurance maintained by or on
 

 
behalf of the Conveyed Companies with respect to matters occurring prior to the Closing;provided, that Purchaser may substitute therefor policies of at least the same coveragecontaining terms and conditions that are not less favorable than the existing policies (includingwith respect to the period covered) with at least 30 days notice to Seller (which notice shallcontain all material terms of such substituted policy), with Seller being responsible for the costof such insurance that exceeds the cost of the applicable insurance in effect as of the time ofClosing. Upon notice of planned substitution by Purchaser, Seller may, at its option upon noticeto Purchaser with in 30 days of receiving Purchaser’s planned substitution notice, choose to takeover Purchaser’s obligations under this Section 5.12, in which case Purchaser shall be responsiblefor, and shall pay to Seller, the cost of the applicable insurance in place at the time of Closing.The rights of each Conveyed Company Covered Person pursuant to this Section 5.12 shall be inaddition to, and not in limitation of, any other rights such Conveyed Company Covered Person mayhave under the certificate of incorporation, bylaws or other comparable organizational documents ofeach of the Conveyed Companies, any other indemnification arrangement, applicable Laws orotherwise. The provisions of this Section 5.12 shall survive the consummation of the transactionscontemplated hereby and are expressly intended to benefit each Conveyed Company Covered Person.          Section 5.13 Replacement of Parent Guarantees.          (a) Prior to the Closing Date, Purchaser shall use its reasonable best efforts to, effectiveas of the Closing Date, (i) cause to be terminated each of the parent guarantees listed on anddescribed in Schedule 5.13(a)(i) of the Seller Disclosure Letter or any guarantees enteredinto after the date hereof in the ordinary course of the Business (including renewals andextensions of any of the foregoing) (the “Parent Guarantees”) and (ii) replace the lettersof credit set forth on Schedule 5.13(a)(iii) of the Seller Disclosure Letter or any lettersof credit issued after the date hereof in the ordinary course of the Business by Seller or any ofits Affiliates (other than the Conveyed Companies) in support of any obligation of the Business(the “Parent LofCs”) and terminate any related reimbursement obligations or other Contractsbetween and among Seller and its Affiliates (other than the Conveyed Companies), on the one hand,and the beneficiary of any such Parent Guarantee or the provider of any such Parent LofC, on theother hand. In the event that any such Parent Guarantee or Parent LofC or any such reimbursementobligation or other Contract remains outstanding as of the Closing Date, Purchaser shall deliver toSeller at the Closing an unconditional letter of credit in form and substance satisfactory toSeller in its reasonable discretion from a bank or other financial institution acceptable to Sellerin its reasonable discretion for (A) in the case of any such Parent Guarantee, the aggregate amountthat may be payable under such Parent Guarantee or (B) in the case any such Parent LofC, the amountof such Parent LofC.          (b) To the extent Purchaser is unable to terminate or replace a Parent Guarantee or ParentLofC or obtain the beneficiary’s consent to the substitution thereof prior to the Closing ascontemplated by Section 5.13(a), Purchaser shall have a continuing obligation after the Closing touse its reasonable best efforts to have any such Parent Guarantee terminated or replaced in amanner consistent with Section 5.13(a) and to have any such Parent LofC terminated. To the extentthat Seller or any of its Affiliates has performance obligations under
 

 
any such Parent Guarantee, Purchaser and its Affiliates shall use their respective reasonablebest efforts to perform such obligations on behalf of such party or otherwise take such action asreasonably requested by Seller so as to put such party in the same position as if Purchaser (or itsAffiliates), and not such party, had performed or were performing such obligations. Purchasershall not, and shall not permit the Business without first consulting with Seller, to enter intoany amendment or waiver with respect to, or exercise any renewal option or other similar provisionunder, any Contract, agreement, lease or other arrangement that is the subject of a ParentGuarantee or Parent LofC that has the effect of extending the term of such Contract, agreement,lease or other arrangement beyond its current term or otherwise increasing the exposure under theapplicable Parent Guarantee or Parent LofC. Notwithstanding Seller’s obligation to consult withPurchaser in connection with the foregoing sentence, neither Seller nor any of its Affiliates shallhave any obligation to extend the term, or otherwise agree to any amendment or waiver, of anyParent Guarantee that remains outstanding after the Closing.          Section 5.14 Exclusive Dealing.          (a) During the period from the date of this Agreement until the earlier of (i) the date thisAgreement is terminated in accordance with its terms and (ii) the Closing Date, Seller shall nottake, and shall cause the Seller Entities and their respective Affiliates and Representatives torefrain from taking, any action, directly or indirectly, to solicit or engage in discussions ornegotiations with, or provide any information to, any Person, other than Purchaser (and itsAffiliates and the Purchaser Representatives), concerning the purchase of the Business (whether bymerger, recapitalization or other similar transaction).          (b) Immediately following the execution of this Agreement, Seller shall, and shall cause itsAffiliates, and each of their respective Representatives to terminate any existing discussions ornegotiations with any Persons, other than Purchaser (and its Affiliates and the PurchaserRepresentatives), concerning the purchase of the Business.          Section 5.15 No Hire and Non-Solicitation of Employees.          (a) Neither Seller nor any of its Affiliates will at any time prior to eighteen (18) monthsfrom the Closing Date, directly or indirectly, (i) solicit the employment or services (whether asan employee, consultant, independent contractor or otherwise) of any of the Conveyed CompanyBusiness Employees or Transferred Employees specified on Schedule 5.15(a) of the SellerDisclosure Letter without Purchaser’s prior written consent or (ii) hire in any capacity (whetheras an employee, consultant, independent contractor or otherwise) any of the Conveyed CompanyBusiness Employees or Transferred Employees specified on Schedule 5.15(a) of the SellerDisclosure Letter, who is not terminated by Purchaser or any of its Affiliates subsequent to theClosing, without Purchaser’s prior written consent. For purposes of this Section 5.15, the term“solicit the employment or services” shall not be deemed to include generalized searchesfor employees through media advertisements of general circulation, employment search firms, openjob fairs or otherwise; provided, that such searches are not focused or targeted on Personsspecified on Schedule 5.15(a) or Schedule 5.15(b) of the Seller Disclosure Letter.
 

 
          (b) Neither Purchaser nor any of its Affiliates will at any time prior to eighteen (18) monthsfrom the Closing Date, directly or indirectly, (i) solicit the employment or services (whether asan employee, consultant, independent contractor or otherwise) of any of the employees of Seller andits Affiliates specified on Schedule 5.15(b) of the Seller Disclosure Letter withoutSeller’s prior written consent or (ii) hire in any capacity (whether as an employee, consultant,independent contractor or otherwise) any of the employees of Seller and its Affiliates specified onSchedule 5.15(b) of the Seller Disclosure Letter, who is not terminated by Seller or any ofits Affiliates subsequent to the Closing, without Seller’s prior written consent.          Section 5.16 Post-Closing Obligations for Leases. Purchaser shall not, without theprior written consent of Seller, exercise any right with regard to, or enter into, any amendment,renewal, modification or waiver of any Real Property Lease that could extend the term thereofbeyond its then-current term with respect to any Real Property Lease as to which Seller or one ofits Affiliates remains the leasing party, or a guarantor, or is otherwise secondarily liable forthe obligations of the lessee, under such lease. Notwithstanding the foregoing, with respect toany Real Property Lease that involves a month-to-month tenancy and with respect to which Seller orone of its Affiliates remains the leasing party, or a guarantor or is otherwise secondarily liable,in no event shall Purchaser extend such Real Property Lease (or otherwise continue or renew suchmonth-to-month tenancy) later than the date that is twelve (12) months after the Closing Date.Nothing in this Agreement shall be deemed to prevent Purchaser from seeking a novation of, orentering into a new lease for the Leased Real Property relating to, any Real Property Lease as towhich Seller remains the leasing party, or a guarantor, or is otherwise secondarily liable for theobligations of the lessee under such lease so long as such novation or new lease contains a fullrelease of all obligations of Seller and/or its Affiliate, as the case may be, under such RealProperty Lease.          Section 5.17 Confidentiality.          (a) Each party agrees to continue to abide by the Confidentiality Agreement, the terms ofwhich are incorporated by reference in this Agreement and which terms will survive until theClosing, at which time the Confidentiality Agreement will terminate; provided,however, that if this Agreement is, for any reason, terminated prior to the Closing, theConfidentiality Agreement will continue in full force and effect. Except as contemplated bySection 10.6, the existence of this Agreement and the terms hereof and thereof (including theExhibits and Schedules appended hereto and thereto and the Seller Disclosure Letter) will be deemed“Evaluation Material”, as defined in, and pursuant to the terms of, the Confidentiality Agreement.          (b) From and after the Closing Date, Seller shall (and shall cause its Affiliates to) keep instrict confidence, and will not, directly or indirectly, at any time, disclose, divulge or makeavailable to any Person, or use for commercial purposes (i) any confidential or proprietaryinformation of the Conveyed Companies or included as part of the Purchased Assets, or (ii) anyother confidential or proprietary information of Purchaser or its Affiliates furnished to Seller orits Affiliates in connection with the transactions contemplated by this Agreement, in each case,without the prior written consent of Purchaser unless (A) contemplated by this Agreement or inconnection with the transactions contemplated by this Agreement, (B) compelled to disclose suchinformation by judicial or administrative process or (C) by other requirements of applicable
 

 
Law or except to the extent such documents or information can be shown to have been (x) in thepublic domain through no fault of Seller or any of its Affiliates or (y) later lawfully acquired bySeller or any of its Affiliates from sources other than those related to its prior ownership of theBusiness. In the event that Seller or any of its Affiliates is compelled to disclose any suchconfidential or proprietary information by judicial or administrative process or by otherrequirements of applicable Law, to the extent reasonably practicable and subject to applicable Law,Seller shall promptly notify Purchaser of such event and reasonably cooperate with Purchaser incommercially reasonable efforts to quash such judicial or administrative process or otherwiseprotect the confidentiality of the confidential or proprietary information of Purchaser or itsAffiliates.          (c) From and after the Closing Date, Purchaser shall (and shall cause its Affiliates to) keepin strict confidence, and will not, directly or indirectly, at any time, disclose, divulge or makeavailable to any Person, or use for commercial purposes, any confidential or proprietaryinformation of Seller or its Affiliates furnished to Purchaser or its Affiliates in connection withthe transactions contemplated by this Agreement without the prior written consent of Purchaserunless (A) contemplated by this Agreement or in connection with the transactions contemplated bythis Agreement, (B) compelled to disclose such information by judicial or administrative process or(C) by other requirements of applicable Law or except to the extent such documents or informationcan be shown to have been (x) in the public domain through no fault of Seller or any of itsAffiliates or (y) later lawfully acquired by Purchaser or any of its Affiliates from sources otherthan those related to its ownership of the Business. In the event that Purchaser or any of itsAffiliates is compelled to disclose any such confidential or proprietary information by judicial oradministrative process or by other requirements of applicable Law, to the extent reasonablypracticable and subject to applicable Law, Purchaser shall promptly notify Seller of such event andreasonably cooperate with Seller in commercially reasonable efforts to quash such judicial oradministrative process or otherwise protect the confidentiality of the confidential or proprietaryinformation of Seller or its Affiliates.          Section 5.18 Insurance Recovery. With respect to events relating to the ConveyedCompanies, Purchased Assets or Assumed Liabilities that occurred or existed prior to the ClosingDate that are covered by Seller’s or its Affiliates’ occurrence-based third-party liabilityinsurance policies, Purchaser may reasonably request Seller to, and Seller shall, make claims undersuch policies to the extent such coverage and limits are available under such policies; provided,however, that Seller shall not be required to pay any amount to Purchaser pursuant to this Section5.18 unless and until it has received payment associated with claims under such policies from thethird-party insurer (net of any deductible or other itemized reasonable out of pocket costs orexpenses related to such claims ). Purchaser and Seller shall cooperate in connection with makingsuch claim and each Party shall provide the other with all reasonably requested informationnecessary for Seller to make such claim.          Section 5.19 Foreign Corrupt Practices Act.          (a) In connection with any violation, alleged violation or inquiry regarding a potentialviolation of the Foreign Corrupt Practices Act or similar law in other countries by Seller, anySeller Entity, any Conveyed Company or any Affiliate of any thereof that relates to the pre-closingoperation of the Business and for which Seller retains liability under this
 

 
Agreement, including under Article VIII for a breach of Section 3.21, (i) each Party shallnotify the other as soon as practicable of the notifying Party’s receipt of any communication fromany Governmental Authority with respect thereto; (ii) Purchaser shall notify Seller prior toPurchaser’s initiation of any communication to any Governmental Authority with respect thereto, toenable Seller to consider and comment thereon in advance and, except as required by applicableLaws, Seller shall notify Purchaser prior to Seller’s initiation of the initial or any othermaterial communication to any Governmental Authority with respect thereto, except for the matterset forth on Schedule 5.19(a) of the Seller Disclosure Letter for which Seller already hasreceived notice; (iii) each Party shall provide the other Party access to data, records andemployees as timely as practicable in response to that other Party’s reasonable request therefor,in connection with communications with Governmental Authorities and attendance at conferences,discovery proceedings, hearings, trials or appeals, and shall use its commercially reasonableefforts to cause the requisite employees to participate therein; and (iv) the Parties shallcooperate reasonably in efforts to secure access to former employees or third parties withinformation relevant to any such violation, alleged violation or inquiry. Notwithstanding anythingto the contrary in this Agreement, (x) Seller shall pay all reasonable out-of-pocket costs andexpenses attendant to the matters referred to in clauses (i) — (iv) of the immediately precedingsentence, and (y) Seller shall at its sole option either (A) select counsel reasonably satisfactoryto Purchaser to represent Purchaser in connection with any such violation, alleged violation orinquiry and make timely payment of all fees and expenses of such counsel, provided thatWillkie Farr & Gallagher LLP is deemed satisfactory to Purchaser, or (B) reimburse Purchaser forall fees and expenses of counsel selected by Purchaser for that purpose, in each case within 30days after Seller’s receipt of counsel’s invoice therefor. Seller shall elect to proceed underclause (y)(A) or (B) of the immediately preceding sentence within fifteen (15) days after itsreceipt of any written request from Purchaser therefor, accompanied by a written description of anycommunication or other event that gave rise to Purchaser’s need for such counsel. If Seller electsto proceed under clause (y)(A) hereof, Purchaser may retain its own counsel in addition, atPurchaser’s expense, and Seller shall cause counsel retained by it to consult, at Purchaser’sreasonable request, with such counsel retained by Purchaser.          (b) In connection with any violation, alleged violation or inquiry regarding a potentialviolation of the Foreign Corrupt Practices Act or similar law in other countries by Seller, anySeller Entity, any Conveyed Company or any Affiliate of any thereof that relates to the pre-Closingoperation of the Business and for which Purchaser may incur liability and Seller does not retainliability under this Agreement, (i) each Party shall notify the other as soon as practicable ofreceipt of any communication from any Governmental Authority with respect thereto; (ii) each Partyshall notify the other Party prior to the notifying Party’s initiation of any communication to anyGovernmental Authority with respect thereto, to enable the notified Party to consider and commentthereon in advance, provided, that except as may otherwise be required by applicable Laws,Seller shall not initiate any communication to any Governmental Authority with respect theretowithout Purchaser’s prior written consent; (iii) Seller shall provide Purchaser access to data,records and employees as timely as is practicable in response to Purchaser’s reasonable requesttherefor, in connection with communications with Governmental Authorities and attendance atconferences, discovery proceedings, hearings, trials or appeals, and shall use its commerciallyreasonable efforts to cause the requisite employees to participate therein, and (iv) Seller shallcooperate reasonably in efforts to secure access to former employees or third parties withinformation relevant to any such violation, alleged violation or inquiry. Purchaser
 

 
shall pay all reasonable out-of-pocket costs and expenses attendant to the matters referred toin clauses (i) — (iv) of the immediately preceding sentence. Seller may retain its own counsel inaddition, at Seller’s expense, and Purchaser shall cause counsel retained by it to consult, atSeller’s reasonable request, with such counsel retained by Seller.          (c) The Parties’ obligations set forth in this Section 5.19 are in addition to those set forthin Article VIII hereof, and if this Section 5.19 imposes greater duties on any Party than areimposed under Article VIII, this Section 5.19 will prevail. For the avoidance of doubt, thisclause (c) does not in anyway alter or modify the time limitations set forth in Section 8.1(a) orthe monetary limitations in Section 8.4.          Section 5.20 Juarez Transition. Prior to Closing, upon issuance of a purchase orderby Purchaser, Seller will use commercially reasonable efforts to produce such additional inventoryof the products of the Business currently produced in the Seller’s Juarez, Mexico plant asPurchaser may reasonably estimate is necessary for the transition (the “Juarez Transition”) byPurchaser of the Purchased Assets from Juarez to a Purchaser facility. In the event the Closingoccurs prior to ninety (90) days after the date hereof and Purchaser reasonably believes thatsufficient inventory related to the foundry operations in Juarez has not been produced for theJuarez Transition, then Seller and Purchaser will negotiate in good faith reasonable accommodationsfor continuing to produce such inventory; provided, however, that (a) nothing in this provisionshall permit the operation of the Business in Juarez to continue for any period after the dateninety (90) days after the date hereof and (b) Purchaser shall be responsible for all Liabilitiesin respect of such any such accommodation. For the avoidance of doubt, (i) failure to produce theamount of inventory necessary for the transition prior to Closing shall not give rise to any claimthat any of the conditions to closing in Article 6 are not satisfied and (ii) compliance with thisprovision shall be an exception to Section 5.2.          Section 5.21 Supply Provisions.          (a) After the Closing, if Seller or any of its Affiliates is obligated to supply products ofthe Business under any Contract or purchase order or bid to enter into a contract or purchase orderthat is outstanding as of the Closing Date, then Purchaser agrees to supply such products of theBusiness on such pricing terms as agreed with the end customer in such Contract, purchase order orbid and on such other terms and conditions as reasonably negotiated and agreed between Purchaserand Seller. The provisions of this Section 5.21(a) will only apply to the extent Seller hasnotified Purchaser in writing of such situation prior to eighteen (18) months after the ClosingDate.          (b) After the Closing, if Purchaser or any of its Affiliates is obligated to supply productsof the Tyco Core Businesses under any Contract or purchase order included in the Purchased Assetsor any bid to enter into a contract or purchase order that is outstanding as of the Closing Date,then Purchaser agrees to supply such products of the Tyco Core Businesses on such pricing terms asagreed with the end customer in such Contract, purchase order or bid and on such other terms andconditions as reasonably negotiated and agreed between Purchaser and Seller. The provisions ofthis Section 5.21(b) will only apply to the extent Purchaser has notified Seller in writing ofsuch situation prior to eighteen (18) months after the Closing Date.
 

 
          Section 5.22 Applicable Employee. From the Closing until March 31, 2010, or suchearlier date as notified in writing by Purchaser (the “Retention Period”), Seller agrees tocontinue to retain the Applicable Employee as an employee of Seller or its Affiliates to performwork for and on behalf of Purchaser. Purchaser shall reimburse Seller for any and all costs andexpenses incurred by Seller in respect of the Applicable Employee during the Retention Period,including, without limitation, all payroll, apartment lease, pension and other benefits and relatedcosts and expenses in respect of the Applicable Employee as well as for allocations of any othercost related to such Applicable Employee that are consistent with the historical allocation ofcosts to the Business by Seller related to the Applicable Employee. Except as may be required byapplicable Laws, Seller will not increase the terms of the Applicable Employee’s compensationwithout Purchaser’s prior written consent. Purchaser hereby covenants and agrees for the benefitof Seller and its Affiliates to use commercially reasonable efforts to ensure that personsconducting business or otherwise interacting or having contact with the Applicable Employee areinformed and understand that the Applicable Employee has no power or authority to bind, commit orotherwise obligate Seller or any of its Affiliates in respect of any transaction or Liability.Purchaser shall indemnify and hold harmless Seller and its Affiliates from and against any and allLosses arising out of or in connection with: (a) any Assumed Liability (other than ExcludedLiabilities) related to the Applicable Employee as if the Applicable Employee was treated as anAsset Selling Entity Business Employee that had accepted his offer of employment by Purchaser ascontemplated hereunder, (b) any act or omission (or alleged act or omission) of the ApplicableEmployee that occurs (or is alleged to have occurred) during the Retention Period, regardless oflegal theory, and whether based in tort, contract, strict liability or otherwise, (c) any claim,action, cause of action or other proceeding brought or asserted by or on behalf of the ApplicableEmployee in respect of his or her employment and based upon facts or circumstances arising duringthe Retention Period (including, without limitation, any claim of discrimination on any basis,harassment or unlawful termination), except to the extent caused by Seller’s gross negligence orwillful misconduct and (d) any and all Losses (including any severance costs) associated with thetermination of employment of the Applicable Employee for any reason during or after the expirationof the Retention Period, including any Losses relating to the Applicable Employee’s apartmentlease.**ARTICLE VI****CONDITIONS PRECEDENT**          Section 6.1 Conditions to the Obligations of Each Party. The respective obligationsof Purchaser and Seller to consummate the transactions contemplated hereby are subject to thesatisfaction or waiver by Purchaser or Seller, as appropriate, at or before the Closing Date, ofeach of the following conditions:          (a) Injunctions; Illegality. The consummation of the transactions contemplated herebyshall not be restrained, enjoined or prohibited by any Order and there shall not have been any Lawenacted, promulgated or deemed applicable to the transactions contemplated hereby by anyGovernmental Authority that prevents the consummation of such transactions or has the effect ofmaking such consummation thereof illegal.
 

 
          (b) Antitrust Laws; Similar Laws. Any applicable waiting periods under the HSR Actwith respect to the transactions contemplated by this Agreement or other applicable waiting period(or any extension thereof), filings or approvals under the Antitrust Laws to consummate thetransactions contemplated hereby shall have expired, been terminated, been made or been obtained.          (c) Governmental Authorizations. All filings with, and consents and approvals of, theGovernmental Entities set forth on Schedule 6.1(c) must have been made or obtained.          Section 6.2 Conditions to the Obligations of Purchaser. The obligations of Purchaserto consummate the transactions contemplated hereby are subject to the satisfaction or waiver byPurchaser on or prior to the Closing Date of the following further conditions:          (a) Performance. All of the agreements and covenants of Seller to be performed priorto the Closing pursuant to this Agreement shall have been duly performed in all material respects;          (b) Representations and Warranties. The representations and warranties of Sellercontained in Article III shall be true and correct without regard to any “materiality” or “MaterialAdverse Effect” qualifiers as of the Closing Date (other than those qualifiers specified onSchedule 6.2(b)) of the Seller Disclosure Letter,) as if made at and as of such time (otherthan those made as of a specified date, which shall be true and correct in all respects as of suchspecified date), except for such failures to be true and correct that do not have, individually orin the aggregate, a Material Adverse Effect;          (c) No Material Adverse Effect. Since the date of this Agreement, there will not haveoccurred a Material Adverse Effect;          (d) Certificate. Purchaser shall have received a certificate signed by Seller, datedas of the Closing Date, to the effect that the conditions set forth in Sections 6.2(a), (b) and (c)have been satisfied;provided, however, that the conditions set forth this Section 6.2 shall not applyto any failure of any representation or warranty to be true and correct arising from or relating to(A) the Parties’ compliance with Section 5.4(d), including Purchaser (x) proposing, negotiating,committing to or effecting, by consent decree, hold separate order, or otherwise, the sale,transfer, divestiture, license, or disposition of operations, divisions, businesses, product linesor assets or (y) otherwise taking or committing to take actions that limit or could limitPurchaser’s or its Affiliates’ (including, after the Closing, the Conveyed Companies) freedom ofaction with respect to, or its ability to retain, one or more of their respective operatives,divisions, businesses, product lines or assets, or (B) the application of Antitrust Laws (includingany Action or judgment arising under Antitrust Laws) to the transactions contemplated by thisAgreement.          Section 6.3 Conditions to the Obligations of Seller. The obligations of Seller toconsummate the transactions contemplated hereby are subject to the satisfaction or waiver by Selleron or prior to the Closing Date of the following further conditions:
 

 
          (a) Performance. All of the agreements and covenants of Purchaser to be performedprior to the Closing pursuant to this Agreement shall have been duly performed in all materialrespects;          (b) Representations and Warranties. The representations and warranties of Purchasercontained in Article IV shall be true and correct in all material respects at and as of the ClosingDate as if made at and as of such time (other than those made as of a specified date, which shallbe true and correct in all respects as of such specified date); and          (c) Certificate. Seller shall have received a certificate signed by Purchaser, datedas of the Closing Date, to the effect that the conditions set forth in Sections 6.3(a) and (b) havebeen satisfied.          Section 6.4 Frustration of Closing Conditions. None of Purchaser or Seller may relyon the failure of any condition set forth in this Article VI to be satisfied if such failure wascaused by such Party’s failure to act in good faith or such Party’s failure to use its reasonablebest efforts to cause the Closing to occur, as required by Section 5.3.**ARTICLE VII****TAX MATTERS**          Section 7.1 Allocation of Taxes to Seller.          (a) Seller shall be responsible for and will pay or cause to be paid and will indemnifyPurchaser and its Affiliates from and against any and all Taxes relating to any and all of thefollowing (collectively, “Seller’s Taxes”):     (i) all Taxes imposed on the Conveyed Companies with respect to all taxable periods ofthe Conveyed Companies that end on or before the Closing Date and all Income Taxes imposedon Seller, the Equity Selling Entities and the Asset Selling Entities;     (ii) all Income Taxes imposed on the Conveyed Companies under any consolidation,combination, fiscal unity, or similar regime by any U.S. or foreign federal, state or localTax Law for all taxable periods that end on or before the Closing Date;     (iii) Seller’s portion of the Taxes for any Straddle Period, as determined underSection 7.3; and     (iv) Seller’s share of the Transfer Taxes, as determined under Section 7.3.provided, however, (i) Seller’s Taxes shall not include any Taxes arising as aresult of actions taken by any Conveyed Company, Purchaser, or any of their Affiliates with respectto any Conveyed Company or any of the Purchased Assets after the effective time of the Closing, and(ii) Seller’s Taxes shall not include any liability for Taxes to the extent such Taxes are accruedTaxes described in Section 2.4(d).
 

 
          (b) The parties hereto acknowledge and agree that (i) in connection with the sale of shares ofTyco Electronics Dulmison (Thailand) Co., Ltd. none of Seller, the applicable Equity SellingEntities, Purchaser or its applicable Affiliate is organized in Thailand and, accordingly, neitherPurchaser nor its applicable Affiliate shall be required to withhold Taxes otherwise imposed byThailand upon the sale of said shares; (ii) in connection with the sale of shares of PT DulmisonIndonesia, and subject to Seller’s providing prior to Closing certificates of residency andstatements confirming no permanent establishment in Indonesia of the applicable Equity SellingEntities, neither Purchaser nor its applicable Affiliate shall be required to withhold any Taxesotherwise imposed by Indonesia upon the sale of said shares; and (iii) neither Purchaser nor itsapplicable Affiliate is required to withhold any Taxes with respect to any other jurisdiction;provided, however, in the event of a receipt of a Tax Authority notice that anyTaxes (other than Transfer Taxes) were required to be withheld, such Taxes shall be regarded asSeller’s Taxes.          Section 7.2 Allocation of Taxes to Purchaser. Purchaser shall be responsible for,will pay or cause to be paid, and will indemnify Seller and its Affiliates from and against any andall Taxes, including Purchaser’s share of the Transfer Taxes, relating to the Conveyed Companies orthe Purchased Assets, other than those allocated to Seller pursuant to Sections 7.1 and 7.3.          Section 7.3 Allocation of Straddle Period Taxes.          (a) With respect to any taxable period of a Conveyed Company relating to Taxes that would(absent an election) include, but not end until after, the Closing Date (a “StraddlePeriod”), Seller may or may cause one or more of the Conveyed Companies, at its sole option, toelect with any relevant Taxing Authority to close such Straddle Period as of the end of the ClosingDate. As a result of such election, Taxes will be allocated to Seller, on the one hand, andPurchaser, on the other hand, pursuant to the provisions of Sections 7.1 and 7.2, respectively.          (b) In any case where the Straddle Period of a Conveyed Company is not or cannot be closedpursuant to the preceding Section 7.3(a), Seller will be allocated any Income Taxes imposed on theConveyed Company for the portion of the Straddle Period up to and including the Closing Date. Forpurposes of this Section 7.3(b), Income Taxes for the portion of a Straddle Period up to andincluding the Closing Date will be determined based upon an interim closing of the books of theConveyed Company as of 11:59 p.m. on the Closing Date based upon Tax accounting methods, practices,and procedures last used by such Conveyed Company in preparing its Tax Returns.          (c) As to any Tax other than an Income Tax or a Transfer Tax for any Straddle Period, Sellerwill be allocated:     (i) for any such Tax that is determined based upon specific transactions (including,but not limited to, value added, sales, and use Taxes), all such Taxes applicable totransactions that have been consummated during the period through the end of the ClosingDate; and
 

 
     (ii) for any such Tax that is not based upon specific transactions (including, but notlimited to, license, real property, personal property, franchise and doing business Taxes),any such Tax equal to the full amount of such Tax for the entire Straddle Period multipliedby a fraction, the numerator of which is the number of days in the Straddle Period ending onthe Closing Date and the denominator of which is the number of days in the entire StraddlePeriod.          (d) Other than Transfer Taxes related to the Purchased Assets located in Mexico (which will beborne solely by Purchaser), fifty (50) percent of all Transfer Taxes shall be borne by Seller andthe remaining fifty (50) percent of all Transfer Taxes shall be borne by Purchaser.          Section 7.4 Tax Returns; Payment of Taxes.          (a) Except as set forth on Schedule 7.4(a) of the Seller Disclosure Letter, Sellershall, and shall cause the Equity Selling Entities, the Asset Selling Entities, and/or the ConveyedCompanies to, prepare and file, or cause to be prepared and filed, within applicable statutorylimits and consistent with prior practice, all Tax Returns of or which include the ConveyedCompanies or the Purchased Assets (including any amendments thereto) that are due to be filed(giving effect to any extension of time to file) on or prior to the Closing Date. Seller shall,and shall cause the Equity Selling Entities and/or the Conveyed Companies to, pay all Taxes shownon such Tax Returns when due. To the extent that Seller or its Affiliates are required to file TaxReturns with respect to Transfer Taxes, Seller shall, and shall cause the Equity Selling Entities,the Asset Selling Entities, and/or the Conveyed Companies to, permit Purchaser to review andcomment on the portion of any Tax Returns related to the determination of any Transfer Tax, andSeller shall, and shall cause the Equity Selling Entities, the Asset Selling Entities, and/or theConveyed Companies to, make such revisions to such Tax Returns as are reasonably requested byPurchaser. Purchaser shall pay over to Seller, no fewer than three (3) Business Days prior to thedue date of any such Transfer Tax Return, an amount of cash sufficient for the payment of any Taxesshown as due on such Tax Return and for which Purchaser bears responsibility pursuant to Section7.2 hereof.          (b) Purchaser shall, and shall cause its Affiliates to, prepare and file, or cause to beprepared and filed, all Tax Returns relating to the Conveyed Companies that are due to be filed(giving effect to any extensions of time to file) after the Closing Date, including Tax Returns forany taxable period ending on or prior to the Closing Date (a “Pre-Closing Period”). Inpreparing such Tax Returns, Purchaser shall not, and shall cause any of its Affiliates not to, makeany changes to any position taken in any prior taxable year (unless required by applicable Law)that would adversely affect Seller or its Affiliates. Purchaser shall, and shall cause itsAffiliates to, pay or cause to be paid, all Taxes with respect to such Tax Returns when due.Purchaser shall, and shall cause its Affiliates to permit Seller to review and comment on any TaxReturns of any of the Conveyed Companies that are filed after the Closing Date pursuant to whichSeller is responsible for Taxes pursuant to Section 7.1 of this Agreement, and Purchaser shall, andshall cause its Affiliates to, make such revisions to such Tax Returns as are reasonably requestedby Seller. Seller shall, and shall cause, as applicable, the Equity Selling Entities and/or theAsset Selling Entities to pay over to Purchaser, no fewer than three (3) Business Days prior to thedue date of the applicable Tax Return, an amount of cash sufficient for the payment of any Taxesrequired to be shown as due on such Tax Return and for which Seller bears responsibility
 

 
pursuant to Section 7.1 of this Agreement. After Closing, Purchaser shall, and shall causeits Affiliates to, pay or cause to be paid, to Seller, no fewer than three (3) Business Days priorto the due date of the applicable Tax Return, an amount of cash equal to the excess of (i) theestimated Tax payments made by or on behalf of the applicable Conveyed Company on or prior to theClosing Date for the Tax Period to which such Tax Return relates over (ii) the amount of Taxesrequired to be shown as due on such Tax Return and for which Seller bears responsibility pursuantto Section 7.1 of this Agreement.          (c) Purchaser agrees that, to the extent able to do so under applicable Law and requested todo so by Seller, Purchaser and any of its relevant Affiliates shall carry back any item of loss,deduction, or credit of the Conveyed Companies or Purchased Assets attributable to any taxableperiod with respect to which Seller is liable for Taxes pursuant to Section 7.1 hereof;provided, however, that nothing in this Section 7.4(c) or in any other provision ofthis Agreement shall require Purchaser or any of its relevant Affiliates to carry back any item ofloss, deduction, or credit with respect to the Conveyed Companies or Purchased Assets arising fromthe operation of the Conveyed Companies or the Purchased Assets for periods following the ClosingDate.          (d) Purchaser agrees that, with respect to each Conveyed Company and any successor thereto:          (i) except as provided in Section 7.7(d), neither Purchaser nor any of its Affiliates nor anysuccessors thereto will file any claim for refund of Taxes in respect of (a) any taxable periodending on or before the Closing Date, or (b) in the case of a Straddle Period, the portion of suchStraddle Period ending on the Closing Date;          (ii) Purchaser, its Affiliates, and any successors thereto must make any elections availableto them to waive the right to claim in respect of any taxable period ending on or before theClosing Date any carryback with respect to Taxes arising in (a) any taxable period beginning afterthe Closing Date, or (b) in the case of a Straddle Period, the portion of such Straddle Periodbeginning after the Closing Date;          (iii) Purchaser, its Affiliates, and any successor thereto will refrain from making anyaffirmative elections to claim (a) in respect of any period ending on or before the Closing Date,or (b) in the case of a Straddle Period, the portion of such Straddle Period ending on the ClosingDate, any carryback in respect of a Tax arising in (x) any period beginning after the Closing Date,or (y) in the case of a Straddle Period, the portion of such Straddle Period beginning after theClosing Date; and          (iv) Neither Purchaser nor any of its Affiliates nor any successors thereto will file anyamended Tax Return in respect of (A) any taxable period ending on or before the Closing Date, or(B) in the case of a Straddle Period, the portion of such Straddle Period ending on the ClosingDate absent prior notice to, and written consent from, Seller (which consent shall not beunreasonably withheld).          Section 7.5 Tax Contests.          (a) Seller and Purchaser shall provide prompt notice to the other of any pending or threatenedContest of which it becomes aware related to Taxes for any taxable period for
 

 
which it is indemnified by the other Party hereunder. Such notice shall contain factualinformation (to the extent known) describing any asserted Tax liability in reasonable detail andshall be accompanied by copies of any notice and other documents it has received from any TaxingAuthority in respect of any such matters. If a Party hereto has knowledge of an asserted Taxliability with respect to a matter for which it is to be indemnified under Section 7.6 hereof andsuch Party fails to give the indemnifying Party prompt notice of such asserted Tax liability, then(i) if the indemnifying Party is precluded from contesting the asserted Tax liability in any forumas a result of the failure to give prompt notice, the indemnifying Party shall have no obligationto indemnify the indemnified Party for any Taxes arising out of such asserted Tax liability, and(ii) if the indemnifying Party is not precluded from contesting such asserted Tax liability in anyforum, but such failure to give prompt notice results in a monetary detriment to the indemnifyingParty, then any amount that the indemnifying Party is otherwise required to pay the indemnifiedParty pursuant to Section 7.6 hereof shall be reduced by the amount of such detriment.          (b) Seller or its designee shall have the right to represent a Conveyed Company’s interests inany Contest relating to a Tax matter arising with respect to a Pre-Closing Period to the extentsuch Contest is in connection with any Taxes for which Seller may be liable pursuant to Section 7.1hereof, to employ counsel of its choice at its expense and to control the conduct of such Contest,including settlement or other disposition thereof.          (c) Purchaser shall have the right to control the conduct of any Contest relating to a Taxmatter of a Conveyed Company arising with respect to a taxable period ending after the Closing Dateand of any Contest in respect of which Seller has not elected to represent the interests of aConveyed Company pursuant to Section 7.5(b); provided, however, that Seller shallhave the right, at Seller’s own expense, to consult with Purchaser regarding any such Contest thatmay affect a Conveyed Company for any Pre-Closing Period or for any portion of a Straddle Periodending on the Closing Date; and provided, further, that any settlement or otherdisposition of any such Contest that may affect a Conveyed Company for any Pre-Closing Period orany portion of a Straddle Period ending on the Closing Date may only be made with the consent ofSeller, which consent will not be unreasonably withheld, delayed or conditioned. In the case of aContest with respect to a Straddle Period, to the extent that Seller unreasonably withholds, delaysor conditions consent, Purchaser’s obligation under Section 7.6(c) of this Agreement to indemnifySeller for any Tax with respect to such period shall terminate and Seller shall reimburse Purchaserfor the reasonably incurred costs of the Contest. It is understood by the Parties that anydisputes arising under this Section 7.5(c), including, but not limited to, disputes regardingconsent being unreasonably withheld, delayed or conditioned, shall constitute disputes regardingmatters in this Article VII that require the agreement of the Parties within the meaning of Section7.10 of this Agreement and, therefore, shall be resolved in accordance with Section 7.10 of thisAgreement.          (d) Seller and Purchaser agree, in each case at no cost to the other Party, to cooperate withthe other and the other’s Representatives in a prompt and timely manner in connection with anyContest. Such cooperation shall include, but not be limited to, making available to the otherParty, during normal business hours, all books, records, Tax Returns, documents, files, otherinformation (including working papers and schedules), officers or
 

 
employees (without substantial interruption of employment) or other relevant informationnecessary or useful in connection with any Contest requiring any such books, records and files.          (e) Where there is a dispute with a Taxing Authority regarding liability for Tax for aPre-Closing Period and for which Seller has an indemnification obligation, Purchaser shall, orshall cause the appropriate Conveyed Company to, as the case may be, at the request of the Seller,pay the amount of the disputed Tax to the Taxing Authority, and Purchaser or the Conveyed Companyshall be reimbursed by Seller in a manner to be agreed upon by the Parties at such time as Sellermakes such request.          Section 7.6 Indemnification.          (a) The indemnification provisions set forth in this Section 7.6 are the exclusive remedy forobligations of the Parties arising under this Agreement that relate to Taxes and Article VIII ofthis Agreement shall not apply to such obligations.          (b) Seller shall be liable for, and covenants and agrees to indemnify and hold harmlessPurchaser and its Affiliates from and against, any and all liabilities incurred by Purchaser or itsAffiliates:     (i) by reason of a breach of the representations contained in Section 3.15 hereof;     (ii) by reason of a breach by Seller of any covenant contained in Article VII hereof;or     (iii) for Taxes for which Seller bears responsibility pursuant to Section 7.1 hereof.     (c) Purchaser shall be liable for, and covenants and agrees to indemnify and hold harmlessSeller and its Affiliates from and against, any and all liabilities incurred by any of Seller orits Affiliates:     (i) by reason of a breach by Purchaser of any covenant contained in Article VII hereof;or     (ii) for Taxes for which Purchaser bears responsibility pursuant to Section 7.2 of thisAgreement.          (d) If a Party (the “Tax Indemnified Party”) determines that it or any of itsAffiliates is or may be entitled to indemnification by another Party (the “Tax IndemnifyingParty”) under Section 7.6(b) or 7.6(c) hereof, the Tax Indemnified Party will promptly deliverto the Tax Indemnifying Party a written notice and demand therefor (the “Tax Notice”)specifying the basis for indemnification and, if known, the amount for which the Tax IndemnifiedParty reasonably believes it or any of its Affiliates is entitled to be indemnified (a “TaxClaim”), together with any supporting documentation (including, if applicable, any relevantnotice from any Taxing Authority). The Tax Notice must be received by the Tax Indemnifying Partyno later than thirty (30) days before the expiration of the applicable Tax statute of limitations;provided,
 

 
however, that if the Tax Indemnified Party does not receive notice from the applicableTaxing Authority (“Taxing Authority Notice”) that an item exists that could give rise to aTax Claim more than thirty (30) days before the expiration of the applicable Tax statute oflimitations, then the Tax Notice must be received by the Tax Indemnifying Party as promptly aspracticable after the Tax Indemnified Party receives the Taxing Authority Notice (but in no eventmore than five (5) Business Days after the Tax Indemnified Party receives the Taxing AuthorityNotice). If the Tax Indemnifying Party objects to the Tax Claim in the manner set forth in Section7.6(e) hereof or if either the Tax Indemnifying Party or the Tax Indemnified Party exercisesContest rights as contemplated by Section 7.5(b), then the Tax Indemnifying Party shall not beliable to make an indemnification payment to the Tax Indemnified Party until there is adetermination by the Accountant or a Final Determination regarding the Tax Claim, as the case maybe, and any such indemnification payment will be paid by the Tax Indemnifying Party to the TaxIndemnified Party in the amount determined by the Accountant or in the Final Determinationregarding the Tax Claim within thirty (30) days after the date of such determination or FinalDetermination, as the case may be. In all other cases, the Tax Indemnifying Party will pay the TaxIndemnified Party the amount set forth in the Tax Notice, in cash or other immediately availablefunds, within thirty (30) days after receipt of the Tax Notice; provided, however,that if the amount for which the Tax Indemnified Party reasonably believes it is entitled to beindemnified is not known at the time of the Tax Notice, the Tax Indemnifying Party shall pay theamount known to be due and the Tax Indemnified Party will deliver to the Tax Indemnifying Party afurther Tax Notice specifying the unknown amount as soon as reasonably practicable after suchamount is known and payment will then be made as set forth above.          (e) The Tax Indemnifying Party may object to the Tax Claim (or the amount thereof) set forthin any Tax Notice by giving the Tax Indemnified Party, within thirty (30) days following receipt ofsuch Tax Notice, written notice setting forth the Tax Indemnifying Party’s grounds for so objecting(the “Tax Objection Notice”). If the Tax Indemnifying Party does not give the TaxIndemnified Party the Tax Objection Notice within such thirty (30) day period, the Tax IndemnifiedParty may exercise any and all of its rights under applicable Law and this Agreement to collectsuch amount.          (f) The amount of a Tax Claim shall be the amount of Taxes payable by the Tax IndemnifiedParty net of the present value of any anticipated benefit to the Tax Indemnified Party or any ofits Affiliates attributable to any Tax item resulting from the facts underlying such Tax Claim.          (g) If the Tax Indemnified Party and the Tax Indemnifying Party are unable to settle anydispute regarding a Tax Claim within thirty (30) days after receipt of the Tax Objection Notice,the Tax Indemnified Party and the Tax Indemnifying Party will, in accordance with Section 7.10,jointly request the Accountant to resolve the dispute as promptly as possible.          (h) Failure by the Tax Indemnified Party to promptly deliver to the Tax Indemnifying Party aTax Notice in accordance with Section 7.6(d) hereof will not relieve the Tax Indemnifying Party ofany of its obligations under this Agreement except to the extent the Tax Indemnifying Party isprejudiced by such failure.
 

 
          (i) Each of the Parties, on behalf of itself and its Affiliates, agrees not to bring anyactions or proceedings, at law, in equity or otherwise, against any other Party or its Affiliates,in respect of any breaches or alleged breaches of any representation, warranty or other provisionof this Article VII, except pursuant to and subject to the express provisions of this Section 7.6.          Section 7.7 Refunds.          (a) Purchaser shall, and shall cause its Affiliates to, hold in trust for the benefit ofSeller all refunds (including interest paid thereon by a Governmental Authority and any amountsapplied against a Tax liability for which Purchaser would not be entitled to indemnificationpursuant to this Agreement) of any Taxes for which Purchaser would be entitled to indemnificationpursuant to this Agreement (“Seller’s Refunds”), and, within five (5) Business Days afterreceipt by Purchaser or any of its Affiliates of any such Seller’s Refund, Purchaser or itsAffiliate, as applicable, shall pay over to Seller the amount of such Seller’s Refund without rightof set off or counterclaim. For the avoidance of doubt, Seller’s Refunds include any value addedTax refunds payable to Tyco Electronics Dulmision (Thailand) Co. Ltd for taxable periods (orportions thereof) ending on or before the Closing Date, whether actually paid to Tyco ElectronicsDulmision (Thailand) Co. Ltd or credited against its Tax liability for taxable periods (or portionsthereof) after the Closing Date.          (b) Seller shall, and shall cause its Affiliates to, hold in trust for the benefit ofPurchaser and its Affiliates all refunds (including interest paid thereon by a GovernmentalAuthority and any amounts applied against a Tax liability for which Seller would not entitled toindemnification pursuant to this Agreement) of any Taxes for which Seller would be entitled toindemnification pursuant to this Agreement (“Purchaser’s Refunds”) and, within five (5)Business Days of receipt by Seller or any of its Affiliates of any such Purchaser’s Refund, Selleror and its Affiliate, as applicable, shall pay over to Purchaser the amount of Purchaser’s Refundwithout right of set off or counterclaim.          (c) Upon the request of Seller, Purchaser will file, or cause a Conveyed Company or itsAffiliate to file, claims for Seller’s Refunds, in such form as Seller may reasonably request;provided, however, that the filing of any such claim will not result in anyprejudice to Purchaser or its Affiliates. Seller will have the sole right to prosecute any claimsfor Seller’s Refunds (by suit or otherwise) at Seller’s expense and with counsel of Seller’schoice. Purchaser will cooperate, and cause the appropriate Conveyed Company or Affiliate tocooperate, fully, at Seller’s expense, with Seller and its counsel in connection therewith.          (d) Upon the request of Purchaser, Seller shall and shall cause its Affiliates to file, claimsfor Purchaser’s Refunds, in such form as Purchaser may reasonably request; provided,however, that the filing of any such claim will not result in any prejudice to Seller orits Affiliates. Purchaser will have the sole right to prosecute any claims for Purchaser’s Refunds(by suit or otherwise) at Purchaser’s expense and with counsel of Purchaser’s choice. Seller willcooperate, and cause its Affiliates to cooperate, fully, at Purchaser’s expense, with Purchaser andits counsel in connection therewith.
 

 
          (e) Except as provided in Sections 7.7(a) and 7.7(b) hereof, any refunds of Taxes other thanSeller’s Refunds and Purchaser’s Refunds will be the property of the payee of such refunds and noother Party nor any of its Affiliates will have any right to such refunds.          (f) To the extent reasonably requested by Seller, and within (30) days of such request,Purchaser and its Affiliates shall grant to Seller appropriate powers of attorney as may reasonablybe necessary to prosecute or defend its rights hereunder.          Section 7.8 Assistance and Cooperation. After the Closing Date, Seller and Purchasershall cooperate (and shall cause their respective Affiliates to cooperate) with each other and witheach other’s agents, including accounting firms and legal counsel, in connection with Tax mattersrelating to the Conveyed Companies and the Purchased Assets, including (i) the preparation andfiling of Tax Returns, (ii) determining the liability for and amount of any Taxes due or the rightto and amount of any refund of Taxes, (iii) examinations of Tax Returns, (iv) any administrative orjudicial proceedings in respect of Taxes assessed or proposed to be assessed and (v) Purchaser’sfiling of an election under Section 338(g) of the Code with respect to a Conveyed Company. Suchcooperation shall include making all information and documents in their possession related to theBusiness available to the other, as provided in Section 7.9 hereof. Seller and Purchaser alsoshall (and shall cause their respective Affiliates to) make available to the other, as reasonablyrequested and available, personnel responsible for preparing, maintaining, and interpretinginformation and documents relevant to Taxes. Any information or documents provided under thisSection 7.8 shall be kept confidential by the Party receiving the information or documents, exceptas may otherwise be necessary in connection with the filing of Tax Returns or in connection withany administrative or judicial proceedings relating to Taxes.          Section 7.9 Tax Records. Tax records (“Tax Records”) in possession of Seller(other than those included in the Excluded Assets) and/or the Equity Selling Entities relating tothe Conveyed Companies shall be transferred to Purchaser. Seller shall endeavor to transfer allrecords relating to the business operations of the Conveyed Companies, excluding backup tapes,(“Business Records”). Seller may make and retain copies of such Tax Records and BusinessRecords. Seller, Purchaser, and their respective Affiliates shall make available to each other (atno cost to the requesting Party) for inspection and copying during normal business hours uponreasonable notice all Tax Records and Business Records in their possession relating to the ConveyedCompanies and the Purchased Assets to the extent reasonably required by the other Party inconnection with the preparation of Tax Returns, resolution of items under this Article VII, orother audits, disputes or litigation. Seller, Purchaser, and their respective Affiliates shallpreserve and keep such Tax Records and Business Records in their possession until the expiration ofany applicable statutes of limitation and as otherwise required by Law, but in any event for aperiod of not less than ten (10) years after the Closing Date.          Section 7.10 Dispute Resolution. If Seller and Purchaser fail to agree on theresolution of any of the matters in this Article VII that require the agreement of the Parties orotherwise disagree about the proper interpretation or operation of any provision of this ArticleVII, then such matter shall be referred to the Accountant for binding arbitration. Seller andPurchaser shall deliver to the Accountant copies of any schedules or documentation that mayreasonably be required by the Accountant to make its determination. Each of Purchaser and Sellershall be entitled to submit to the Accountant a memorandum setting forth its position with
 

 
respect to such arbitration. The Accountant shall render a determination within sixty (60)days of the referral of such matter for binding arbitration. Seller or Purchaser, as the case maybe, shall pay to the other Party the amount determined by the Accountant within ten (10) days ofthe date on which the Accountant makes its determination. Notwithstanding any provision of thisSection 7.10, the Accountant may, at its sole discretion, amend the procedures contained herein.The determination of the Accountant shall be final and binding on all Parties. The costs incurredin retaining the Accountant shall be shared equally, fifty percent (50%) by the Seller and fiftypercent (50%) by Purchaser.          Section 7.11 Payment. All amounts required to be paid to a Party under this ArticleVII shall be paid in Dollars and translated from local currency at the spot rate. If a Party (the“Payor”) fails to make a payment due and owing under this Article VII to the other Party orany of its Affiliates (the “Payee”) within thirty (30) days of the date prescribed by thisArticle VII, the Payor will pay to the Payee interest (such interest to be calculated on the basisof a year of 360 days and the actual number of days elapsed) on such payment from and including thedate on which such payment was due, but excluding the day the Payor makes such payment, at a rateequal to eight percent (8%) per annum.          Section 7.12 Termination of Tax Allocation Agreements. Immediately prior to the closeof business on the Closing Date, (i) all Tax allocation or sharing agreements or arrangementsexisting between any of the Seller and the Equity Selling Entities, on the one hand, and any of theConveyed Companies, on the other hand, shall be terminated; and (ii) amounts due under suchagreements or arrangements shall be settled as of the Closing Date in such manner as Seller shalldetermine (including capitalization or distribution of amounts due or receivable under suchagreements or arrangements). Upon such termination and settlement, no further payments by or tothe Conveyed Companies with respect to such agreements or arrangements shall be made, and all otherrights and obligations resulting from such agreements or arrangements between the ConveyedCompanies and others shall cease at such time.          Section 7.13 Adjustment. All amounts paid, or caused to be paid, by one Party or itsAffiliates to another Party or its Affiliates pursuant to this Agreement (other than interest inaccordance with Section 7.11 hereof, but including amounts payable under Article VIII hereof) shallbe treated by the Parties as an adjustment to the Gross Asset Purchase Price or Gross EquityPurchase Price, as applicable, to the extent permitted by Law.          Section 7.14 Survival of Representations and Warranties Relating to Taxes. Therespective representations and warranties of Seller contained in Section 3.15 (Taxes) shall surviveuntil thirty (30) days after the expiration of the applicable statute of limitations.**ARTICLE VIII****SURVIVAL; INDEMNIFICATION**          Section 8.1 Survival of Representations and Warranties.          (a) The respective representations and warranties of Seller and Purchaser contained inArticles III and IV (other than Section 3.15 relating to Taxes which is addressed by
 

 
Article VII exclusively) shall survive the date hereof until the date that is eighteen (18)months from the Closing Date, except that the following representations and warranties shallsurvive until thirty (30) days after the expiration of the relevant statute of limitations: Section3.1 (Organization and Qualification), Section 3.3(b) (Capital Structure) and the first sentence ofSection 3.20 (Title).          (b) Neither Seller nor Purchaser shall have any liability whatsoever with respect to anyrepresentation and warranty unless a claim is made hereunder prior to the expiration of theapplicable survival period for such representation and warranty, in which case such representationand warranty shall survive as to such claim until such claim has been finally resolved.          Section 8.2 Indemnification by Seller. Subject to the limitations set forth in thisArticle VIII, including Section 8.6 hereof, after the Closing, Seller agrees to defend andindemnify Purchaser, its Affiliates and each of their respective officers and directors (the"Purchaser Indemnitees”) and save and hold each of them harmless against any Lossesincurred by them as a result of: (a) any failure of any representation or warranty made by Sellercontained in Article III (other than Section 3.15 relating to Taxes, which is addressed by ArticleVII exclusively) to be true and correct on and as of the Closing Date; (b) any breach of anycovenant or agreement by Seller contained in this Agreement (other than covenants contained inArticle VII, which are addressed by Article VII exclusively); and (c) any Retained Liability.          Section 8.3 Indemnification by Purchaser. Subject to the limitations set forth inthis Article VIII, including Section 8.6 hereof, after the Closing, Purchaser agrees to defend andindemnify Seller and its Affiliates and each of their respective officers and directors(“Seller Indemnitees”) and save and hold each of them harmless against any Losses incurredby them as a result of: (a) any failure of any representation or warranty made by Purchasercontained in Article IV to be true and correct on and as of the Closing Date; (b) any breach of anycovenant or agreement by Purchaser contained in this Agreement (other than covenants contained inArticle VII which are addressed by Article VII exclusively); (c) any Assumed Liability or anyLiability of a Conveyed Company (except for any Liability that is a Retained Liability); (d)operation of the Business or use of the Purchased Assets by Purchaser, its Affiliates, the ConveyedCompanies, or any of their respective successors or assigns from and after the Closing Date; and(e) any Parent Guarantee that remains outstanding after the Closing.          Section 8.4 Limitation on Indemnification, Mitigation.          (a) Liability of the Seller. Notwithstanding anything to the contrary in thisAgreement:     (i) The Seller’s maximum aggregate amount of indemnifiable Losses which may berecovered by Purchaser Indemnitees for indemnification pursuant to Section 8.2(a) will notexceed $2,400,000.00, except for Losses resulting from a failure of any representation orwarranty made by Seller in Section 3.21 (“Identified Losses”), for which Seller’smaximum aggregate amount of indemnifiable Losses shall not exceed 8,000,000.
 

 
     (ii) The Seller’s maximum aggregate amount of indemnifiable Losses which may berecovered by Purchaser Indemnitees for indemnification pursuant to Sections 8.2(a) and8.2(b) together will not exceed $16,000,000.00.     (iii) Seller shall not be liable for any claim for indemnification pursuant to Section8.2(a) (A) other than for Identified Losses, for any individual item where the Loss relatingthereto is less than $10,000 (the “Per-Claim Deductible”), and (B) in respect ofeach individual item where the Loss relating thereto is equal to or greater than thePer-Claim Deductible, unless and until the aggregate amount of all such indemnifiable Losseswhich may be recovered from Seller equals or exceeds $320,000.00 (the “Threshold”),in which case Seller shall be liable only for the amount of the Losses that exceed$160,000.00 (the “Deductible”), provided, that the Deductible shall notapply to any Identified Losses once the Threshold is met.     (iv) Purchaser shall take and shall cause its Affiliates to take all commerciallyreasonable steps to mitigate any Loss upon becoming aware of any event which wouldreasonably be expected to, or does, give rise thereto, including incurring costs only to theminimum extent necessary to remedy the breach which gives rise to the Loss.     (v) Notwithstanding any provision in this Agreement, in the event of a claim for breachof Section 3.9, the parties hereto agree that any remediation shall be required to meetstandards applicable to industrial property as of the Closing Date; remediation tosubsequently enacted standards or to standards more stringent than those applicable toindustrial uses shall not be required but may be pursued at Purchaser’s sole expense atPurchaser’s request.          (b) Liability of Purchaser. Notwithstanding anything to the contrary in thisAgreement:     (i) Purchaser’s maximum aggregate amount of indemnifiable Losses which may be recoveredby Seller Indemnitees for indemnification pursuant to Section 8.3(a) will not exceed$2,400,000.00.     (ii) Purchaser’s maximum aggregate amount of indemnifiable Losses which may berecovered by Seller Indemnitees for indemnification pursuant to Sections 8.3(a) and 8.3(b)together will not exceed $16,000,000.00.     (iii) Purchaser shall not be liable for any claim for indemnification pursuant toSection 8.3(a) (A) for any individual item where the Loss relating thereto is less than thePer-Claim Deductible, and (B) in respect of each individual item where the Loss relatingthereto is equal to or greater than the Per-Claim Deductible, unless and until the aggregateamount of all such indemnifiable Losses which may be recovered from Purchaser, equals orexceeds the Threshold, in which case Purchaser shall be liable only for the amount of theLosses that exceed the Deductible.     (iv) Seller shall take and shall cause its Affiliates to take all commerciallyreasonable steps to mitigate any Loss upon becoming aware of any event which would
 

 
reasonably be expected to, or does, give rise thereto, including incurring costs onlyto the minimum extent necessary to remedy the breach which gives rise to the Loss.          Section 8.5 Losses Net of Insurance, Etc. The amount of any Loss for whichindemnification is provided under Section 8.2 or 8.3 shall be net of (i) any accruals or reservesincluded in the determination of the Closing Date Working Capital, (ii) any amounts recovered bythe Indemnified Party pursuant to any indemnification by, or indemnification agreement with, anythird party, (iii) any insurance proceeds or other cash receipts or sources of reimbursementreceived as an offset against such Loss (each Person named in clauses (ii) and (iii), a“Collateral Source”), and (iv) an amount equal to the present value of any anticipated Taxbenefit attributable to such Loss. The Indemnifying Party, following its payment of the applicableindemnification amount pursuant to this Agreement, may require an Indemnified Party to assign therights to seek recovery pursuant to the preceding sentence; provided, however, thatthe Indemnifying Party will then be responsible for pursuing such claim at its own expense. If theamount to be netted hereunder in connection with a Collateral Source from any payment requiredunder Section 8.2 or 8.3 is determined after payment by the Indemnifying Party of any amountotherwise required to be paid to an Indemnified Party pursuant to this Article VIII, theIndemnified Party shall repay to the Indemnifying Party, promptly after such determination, anyamount that the Indemnifying Party would not have had to pay pursuant to this Article VIII had suchdetermination been made at the time of such payment. Notwithstanding anything herein to thecontrary, in no event shall “Losses” be calculated based upon any multiple of lost earnings orother similar methodology used to value the Business, the Purchased Assets, the Assumed Liabilitiesor the Conveyed Companies or based on the financial performance or results of operations of theBusiness, the Purchased Assets, the Assumed Liabilities or the Conveyed Companies.          Section 8.6 Indemnification Procedure.          (a) Promptly after the incurrence of any Losses by any Person entitled to indemnificationpursuant to Article VIII (an “Indemnified Party”), including any claim by a third partydescribed in Section 8.7, which might give rise to indemnification hereunder, the Indemnified Partyshall deliver to the Party from which indemnification is sought (the “Indemnifying Party”)a certificate (the “Claim Certificate”), which Claim Certificate shall:     (i) state that the Indemnified Party has paid or anticipates it will incur Losses forwhich such Indemnified Party is entitled to indemnification pursuant to this Agreement; and     (ii) specify in reasonable detail (and have annexed thereto any supportingdocumentation, including any correspondence in connection with any Third-Party Claim andpaid invoices for claimed Losses) each individual item of Loss included in the amount sostated, the date such item was paid or accrued, the basis for any anticipated liability andthe nature of the misrepresentation, breach of warranty, breach of covenant or claim towhich each such item is related and the computation of the amount to which such IndemnifiedParty claims to be entitled hereunder. The failure of an Indemnified Party to givereasonably prompt notice of any claim shall not release, waive or otherwise
 

 
affect the Indemnifying Party’s obligations with respect thereto except to the extentthat the Indemnifying Party is materially prejudiced as a result of such failure.          (b) In the event that the Indemnifying Party shall object to the indemnification of anIndemnified Party in respect of any claim or claims specified in any Claim Certificate, theIndemnifying Party shall, within thirty (30) days after receipt by the Indemnifying Party of suchClaim Certificate, deliver to the Indemnified Party a notice of objection to such effect,specifying in reasonable detail the basis for such objection, and the Indemnifying Party and theIndemnified Party shall, within the forty-five (45) day period beginning on the date of receipt bythe Indemnified Party of such objection, attempt in good faith to agree upon the rights of therespective parties with respect to each of such claims to which the Indemnifying Party shall haveso objected. If the Indemnified Party and the Indemnifying Party shall succeed in reachingagreement on their respective rights with respect to any of such claims, the Indemnified Party andthe Indemnifying Party shall promptly prepare and sign a memorandum setting forth such agreement.Should the Indemnified Party and the Indemnifying Party be unable to agree as to any particularitem or items or amount or amounts within such time period, then the Indemnified Party shall bepermitted to submit such dispute to a court of competent jurisdiction as set forth in Section10.10.          (c) Claims for Losses covered by a memorandum of agreement of the nature described in Section8.6(b) and claims for Losses the validity and amount of which have been the subject of judicialdetermination as described in Section 8.6(b) or shall have been settled with the consent of theIndemnifying Party, as described in Section 8.7, are hereinafter referred to, collectively, as“Agreed Claims.” Within ten (10) Business Days of the determination of the amount of anyof the Agreed Claims, the Indemnifying Party shall pay to the Indemnified Party an amount equal tothe Agreed Claim by wire transfer in immediately available funds to the bank account or accountsdesignated by the Indemnified Party in a notice to the Indemnifying Party not less than two (2)Business Days prior to such payment.          Section 8.7 Third-Party Claims.          (a) If a claim by a third party is made against any Indemnified Party with respect to whichthe Indemnified Party intends to seek indemnification hereunder for any Loss under this ArticleVIII, the Indemnified Party shall promptly notify the Indemnifying Party of such claim. TheIndemnifying Party shall have the right, but not the obligation, to conduct and control, throughcounsel of its choosing reasonably acceptable to the Indemnified Party, any third party claim,action, suit or proceeding (a “Third-Party Claim”) provided that it gives noticewithin thirty (30) days of its receipt of notice from the Indemnified Party, of its intent to doso. Failure to give notice shall give the Indemnified Party the sole right to conduct and controlsuch Third-Party Claim. If the Indemnifying Party elects to control a Third Party Claim inaccordance with this Section 8.7, the Indemnifying Party may compromise or settle the same;provided, however, that the Indemnifying Party shall give the Indemnified Partyadvance notice of any proposed compromise or settlement and shall not enter into any suchcompromise or agreement that does not include a full release of the Indemnified Party from allliability in connection with the portion of that Third Party Claim that is indemnifiable hereunder,unless the Indemnified Party consents thereto in its sole discretion.
 

 
          (b) No Indemnified Party may compromise or settle any Third-Party Claim for which it isseeking indemnification hereunder without the written consent of the Indemnifying Party. TheIndemnifying Party shall permit the Indemnified Party to participate in, but not control, thedefense of any such action or suit through counsel chosen by the Indemnified Party;provided, however, that the fees and expenses of such counsel shall be borne by theIndemnified Party. If the Indemnifying Party elects not to control or conduct the defense orprosecution of a Third-Party Claim, the Indemnifying Party nevertheless shall have the right toparticipate in the defense or prosecution of any Third-Party Claim and, at its own expense, toemploy counsel of its own choosing for such purpose. An Indemnifying Party will lose anypreviously acquired right to control the defense of any Proceeding if for any reason theIndemnifying Party ceases to actively, competently and diligently conduct the defense.          (c) The Parties shall cooperate in the defense or prosecution of any Third-Party Claim, withsuch cooperation to include (i) the retention and the provision of the Indemnifying Party recordsand information that are reasonably relevant to such Third-Party Claim, and (ii) the makingavailable of employees on a mutually convenient basis for providing additional information andexplanation of any material provided hereunder.          Section 8.8 Sole Remedy/Waiver. The Parties acknowledge and agree that, in the eventthat the Closing occurs:          (a) the sole and exclusive remedy of any Purchaser Indemnitee with respect to any and allLosses arising in connection with the representations, warranties and covenants set forth in thisAgreement will be pursuant to the indemnification obligations set forth in Section 7.6 and Section8.2; and          (b) the sole and exclusive remedy of any Seller Indemnitee with respect to any and all Lossesarising in connection with the representations, warranties and covenants set forth in thisAgreement will be pursuant to the indemnification obligations set forth in Section 7.6 and Section8.3.In furtherance of the foregoing, the Parties hereby waive, effective upon the occurrence of theClosing, to the fullest extent permitted by applicable Law, any and all other rights, claims andcauses of action (including rights of contribution, if any, and claims for rescission) known orunknown, foreseen or unforeseen, which exist or may arise in the future, that it may have againstthe Seller or any of its Affiliates or Representatives, any member of the board of directors of anyConveyed Company, or Purchaser or any of its Affiliates or Representatives, as the case may be,arising under or based upon any Law (including any such Law relating to environmental matters orarising under or based upon any securities Law, common law or otherwise) for any misrepresentationor breach of the warranties or covenants contained in this Agreement. Notwithstanding anythingherein to the contrary, the provisions of this Section 8.8 shall not apply to claims for fraud orintentional misrepresentation.          Section 8.9 Other Limitations. No claim for misrepresentation or breach of warrantyshall be made by any Purchaser Indemnitee if the facts constituting the misrepresentation or breachof warranty were actually known by any of the persons set forth on Schedule 8.9 of theSeller Disclosure Letter. No claim for misrepresentation or breach of
 

 
warranty shall be made by any Seller Indemnitee if the facts constituting themisrepresentation or breach of warranty were actually known by any of the persons set forth onSchedule 1.4(a) of the Seller Disclosure Letter.**ARTICLE IX****TERMINATION**          Section 9.1 Termination. This Agreement may be terminated at any time prior to theClosing:          (a) by written agreement of Purchaser and Seller;          (b) by either Purchaser or Seller, by giving written notice of such termination to the otherParty, if the Closing shall not have occurred on or prior to April 22, 2010 (the “EndDate”) (unless the failure to consummate the Closing by such date shall be due to the failureof the Party seeking to terminate this Agreement to have fulfilled any of its obligations underthis Agreement);          (c) by either Purchaser or Seller if any court of competent jurisdiction or other competentGovernmental Authority shall have issued an Order or taken any other action permanentlyrestraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement andsuch Order or other action shall have become final and nonappealable;          (d) by Purchaser if any of the representations or warranties of Seller contained in thisAgreement are inaccurate or untrue to the extent that any such inaccuracy or untruth would causethe failure of the condition set forth in Section 6.2(b) or if Seller has failed to discharge andfulfill any of its covenants or agreements contained in this Agreement to the extent that any suchfailure would cause the failure of the condition set forth in Section 6.2(a), and such inaccuracyor failure has not been cured within thirty (30) days after written notice of such failure,inaccuracy or untruth has been given to Seller; or          (e) by Seller if any of the representations or warranties of Purchaser contained in thisAgreement are inaccurate or untrue to the extent that any such inaccuracy or untruth would causethe failure of the condition set forth in Section 6.3(b) or if Purchaser has failed to dischargeand fulfill any of its covenants or agreements contained in this Agreement to the extent that anysuch failure would cause the failure of the condition set forth in Section 6.3(a), and suchinaccuracy or failure has not been cured within thirty (30) days after written notice of suchfailure, inaccuracy or untruth has been given to Purchaser.          Section 9.2 Effect of Termination.          (a) In the event of the termination of this Agreement in accordance with Section 9.1, thisAgreement shall thereafter become void and have no effect, and no Party shall have any Liability tothe other Party or their respective Affiliates, directors, officers or employees except for theobligations of the Parties contained in this Section 9.2 and in Section 5.1 (“Information andDocuments”), Section 5.17 (“Confidentiality”), Section 10.1 (“Notices”), Section 10.4 (“EntireAgreement”), Section 10.6 (“Public Disclosure”), Section 10.7 (“Return of
 

 
Information”), Section 10.8 (“Expenses”) and Section 10.10 (“Governing Law; Jurisdiction;Waiver of Jury Trial; Limitation of Liability”) and except that nothing herein will relieve anyParty from Liability for any willful and intentional breach of any covenant or any representationand warranty set forth in this Agreement prior to such termination.          (b) If this Agreement is terminated in accordance with Section 9.1, Purchaser agrees that theprohibition in the Confidentiality Agreement restricting Purchaser’s ability to solicit anyBusiness Employees to join the employ of Purchaser or any of its Affiliates shall be extended to aperiod of three (3) years from the date of such termination.**ARTICLE X****MISCELLANEOUS**          Section 10.1 Notices. Except as otherwise expressly provided in this Agreement, anynotice or other communication required or permitted under this Agreement shall be in writing anddeemed to have been duly given (i) five (5) Business Days following deposit in the mails if sent byregistered or certified mail, postage prepaid, (ii) when sent, if sent by facsimile transmissionand if receipt thereof is confirmed by machine generated receipt, (iii) when delivered, ifdelivered personally to the intended recipient and (iv) two (2) Business Days following depositwith a nationally recognized overnight courier service, in each case addressed as follows:To Seller:Tyco Electronics Ltd.