AGREEMENT, INCLUDING THE SCHEDULES THERETO,
SETS FORTH THE ENTIRE UNDERSTANDING OF THE PARTIES RELATING TO THE SUBJECT
MATTER HEREOF AND SUPERSEDES ALL PRIOR ORAL OR WRITTEN UNDERSTANDINGS RELATING
HERETO, OTHER THAN THE CONFIDENTIALITY AGREEMENT, WHICH SHALL CONTINUE IN FORCE
ACCORDING TO ITS TERMS.
THIS AGREEMENT SHALL NOT BE MODIFIED, SUPPLEMENTED OR
TERMINATED ORALLY AND SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE
PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS INCLUDING
WITHOUT LIMITATION ANY SUCCESSOR TO A PARTY HERETO BY MERGER, CONSOLIDATION OR
OTHERWISE BY OPERATION OF LAW.
NEITHER THIS AGREEMENT NOR ANY RIGHTS HEREUNDER
MAY BE ASSIGNED BY A PARTY HERETO EXCEPT THAT BUYER MAY ASSIGN ANY OF ITS RIGHTS
AND OBLIGATIONS HEREUNDER IN WHOLE OR IN PART TO ANY AFFILIATE OF BUYER AND MAY
COLLATERALLY ASSIGN ITS RIGHTS HEREUNDER TO ANY LENDER OR FINANCING SOURCE TO
BUYER, IN EACH CASE, WITHOUT THE CONSENT OF STOCKHOLDERS AND GRANDI; PROVIDED,
HOWEVER, THAT NO SUCH ASSIGNMENT BY BUYER SHALL RELIEVE THE BUYER FROM ANY OF
ITS OBLIGATIONS HEREUNDER.
15.7.
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL HEREOF, AND ALL OF
WHICH, WHEN TAKEN TOGETHER, SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
15.8.
HEADINGS.
THE HEADINGS OF THE SEVERAL ARTICLES, SECTIONS AND
SUBSECTIONS OF THIS AGREEMENT ARE INSERTED FOR CONVENIENCE OF REFERENCE ONLY AND
SHALL NOT CONSTITUTE A PART OF THIS AGREEMENT.
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15.9.
SEVERABILITY.
IF ANY PORTION OF THIS AGREEMENT IS CONSTRUED TO BE
INVALID OR UNENFORCEABLE, THE REMAINING PORTIONS HEREOF SHALL NOT BE AFFECTED
THEREBY AND SHALL BE ENFORCEABLE WITHOUT REGARD TO THE INVALID OR UNENFORCEABLE
PORTIONS.
15.10.
AMENDMENTS.
THIS AGREEMENT MAY BE MODIFIED ONLY BY AN AGREEMENT IN
WRITING SIGNED BY EACH OF THE PARTIES HERETO.
15.11.
THIRD PARTY BENEFICIARIES.
EACH PARTY HERETO INTENDS THAT THIS
AGREEMENT SHALL NOT BENEFIT OR CREATE ANY RIGHT OR CAUSE OF ACTION IN OR ON
BEHALF OF ANY PERSON OTHER THAN THE PARTIES HERETO.
[Remainder of the page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered on the date first above written.
NORCROSS SAFETY PRODUCTS L.L.C.
By:
/s/ Robert A. Peterson
Name: Robert A. Peterson
Title: President and Chief Financial Officer
THE FIBRE-METAL PRODUCTS COMPANY
By:
/s/ Charles J. Grandi
Name: Charles J. Grandi
Title: President and Chief Executive Officer
RESIDUARY TRUST UNDER THE WILL OF CHARLES E. BOWERS, JR.
By:
/s/ Robert Shoemaker, Trustee and Authorized Representative
TRUST UNDER THE WILL OF CHARLES E. BOWERS, JR.
FOR THE BENEFIT OF JUDITH L. BOWERS
By:
/s/ Robert Shoemaker, Trustee and Authorized Representative
CHARLES E. BOWERS, JR. IRREVOCABLE TRUST
DATED DECEMBER 17, 1990
By:
/s/ Robert Shoemaker, Trustee and Authorized Representative
CHARLES J. GRANDI
/s/ Charles J. Grandi
44