Assumption Agreements
1.3(b)(xiii)
Leased Facilities
1.1(b)(ii)
Leases
2.11(b)
Materials of Environmental Concern
2.17(a)(iv)
Most Recent Balance Sheet
2.6
Multiemployer Plan
2.16(a)(ix)
Required Environmental Remediation
8.1(d)
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Defined Term
Section
Pre-Closing Period
9.2(c)(i)
Retention Agreements
1.1(d)(xv)
US Business Benefit Arrangement
2.16(a)(x)
US Business Benefit Plan
2.16(a)(xi)
US Business Employee
2.16(a)(xii)
US Business Pension Plan
2.16(a)(xiii)
US Business Welfare Plan
2.16(a)(ix)
Natural Resources Damages
8.1(d)
Neutral
11.4(c)
Neutral Accountant
1.4(c)
New Disclosure
10.4(b)
Noncompetition Party
10.3(a)
Noncompetition Period
10.3(a)
Off-Site Liabilities
2.17(a)(vii)
Owned Real Property
1.1(b)(i)
Party, Parties
Preliminary Statement
Permits
2.19
PKI
Preliminary Statement
PKI France
Introduction
PKI Indonesia
Introduction
PKI Singapore
Introduction
PKI Singapore Parent
Introduction
PKL
Introduction
PKL Business
Introduction
Prepaid Assets
1.1(b)(x)
Purchase Price
1.2(a)
Receiving Party
10.1(f)
Release
2.17(a)(ii)
Response Costs
8.1(e)
Retained Marks
10.8(b)
Securities Act
2.2(a)
Security Interest
2.2(d)
Seller Guarantees
4.2
Sellers
Introduction
Stock
Introduction
Systems and Information
1.1(b)(v)
Target Working Capital Amount
1.4(h)
Tax Audit
9.4(b)
Tax Returns
2.9(a)
Taxes
2.9(a)
Taxing Authority
9.4(a)
Tentative Assumed Liabilities
1.2(b)(i)
Third Party IP Rights
2.12(b)
Transferred Employees
10.6(a)
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Defined Term
Section
US Business Benefit Arrangements
2.16(a)(x)
US Business Benefit Plan
2.16(a)(xi)
US Business Employee
2.16(a)(xii)
US Business Pension Plan
2.16(a)(xiii)
US Business Welfare Plan
2.16(a)(xiv)
U.S. GAAP
1.1(d)(i)
WARN
10.6(c)
Working Capital
1.4(a)
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MASTER PURCHASE AND SALE AGREEMENT
This MASTER PURCHASE AND SALE AGREEMENT (the "Agreement") is entered into
as of October 6, 2005 by and between PerkinElmer, Inc., a Massachusetts
corporation ("PKI"), and Eaton Corporation, an Ohio corporation ("Buyer"). PKI
and Buyer are sometimes referred to herein individually as a "Party" and
together as the "Parties."
INTRODUCTION
1. PKI and certain of its direct and indirect subsidiaries are engaged in,
among other matters, the business of developing, manufacturing, marketing,
servicing and repairing sealing valve and pneumatic products and systems and
ducting products for the aerospace and industrial market, and design and
manufacturing support services for aircraft engine manufacturers and airframe
OEMs (such business, as conducted by PKI and such subsidiaries on the date
hereof, being referred to herein as the "Business"); provided, however; that the
definition of Business as used herein shall not include the business and
operations of PKL, LLC, a Delaware limited liability company ("PKL"), which
involves primarily the machining and assembly of tools used in the manufacture
of valves, seals, bellows and pneumatic joints (the "PKL Business");
2. PerkinElmer Singapore Pte Ltd. ("PKI Singapore Parent"), in its capacity
as a holder of outstanding shares of the capital stock of PKI Indonesia, a
private limited company organized under the laws of Singapore and an indirect
subsidiary of PKI, owns all of the outstanding shares of capital stock of Fluid
Sciences Singapore Pte Ltd., a private limited company organized under the laws
of Singapore ("PKI Singapore"); and PKI Singapore, in its capacity as a holder
of outstanding shares of capital stock of PKI Indonesia (as defined below),
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and PKI Singapore Parent together own all of the outstanding shares