The Fibre-Metal Products Company
Baltimore Pike at Brinton Lake Road
Concordville, Pennsylvania
19331
Attention: Charles J. Grandi
Fax: (610) 459-3884
40
with a copy to:
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, Pennsylvania
19103
Attention:
John F. Dougherty, Jr., Esquire
Fax: (215) 564-8120
If to Stockholders, to:
1800 East Lancaster Avenue
Paoli, Pennsylvania
19301
Attention:
Robert Shoemaker
Fax: (610) 296-4389
with a copy to:
Morris, Nichols, Arsht & Tunnell
1201 N. Market Street
P.O. Box 1347
Wilmington, Delaware
19899
Attention:
David Ley Hamilton, Esquire
Fax: (302) 658-3989
If to Grandi, to:
140 Jaffrey Road
Malvern, Pennsylvania
19355
Attention:
Charles J. Grandi
Fax: (610) 722-9561
If to Sellers Representative, to:
1800 East Lancaster Avenue
Paoli, Pennsylvania
19301
Attention:
Robert Shoemaker
Fax: (610) 296-4389
ARTICLE XV
GENERAL
15.1.
FURTHER ASSURANCES.
FROM THE DATE HEREOF THROUGH THE CLOSING DATE
AND THEREAFTER STOCKHOLDERS AND BUYER WILL EXECUTE AND DELIVER TO ONE ANOTHER
SUCH FURTHER INSTRUMENTS OF TRANSFER AND CONVEYANCE AND TAKE SUCH ACTION AND
DELIVER SUCH OTHER DOCUMENTS, CERTIFICATIONS AND FURTHER ASSURANCES AS MAY
REASONABLY BE REQUIRED TO CARRY OUT MORE EFFECTIVELY THE SALE AND TRANSFER OF
THE STOCK.
IN ADDITION, FOLLOWING CLOSING, BUYER WILL PROVIDE STOCKHOLDERS AND
GRANDI, AND ITS AUTHORIZED ACCOUNTANTS, ATTORNEYS AND APPRAISERS WITH ACCESS TO
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FINANCIAL RECORDS (INCLUDING ACCOUNTANT'S WORK PAPERS), AND THE TAX RETURNS OF
THE COMPANY TO THE EXTENT REASONABLY NECESSARY, DURING REGULAR BUSINESS HOURS.
15.2.
FINDER'S FEES.
STOCKHOLDERS AND GRANDI, ON THE ONE HAND, AND BUYER,
ON THE OTHER, AGREE TO INDEMNIFY AND HOLD THE OTHER HARMLESS FROM AND AGAINST
ANY CLAIM FOR A BROKER'S OR FINDER'S FEE RELATIVE TO THIS AGREEMENT ARISING BY,
THROUGH OR UNDER SUCH PARTY.
15.3.
EXPENSES.
STOCKHOLDERS, GRANDI, THE COMPANY AND BUYER SHALL EACH
PAY ALL OF THE COSTS AND EXPENSES OF THEIR PERFORMANCE OF AND COMPLIANCE WITH
ALL AGREEMENTS AND CONDITIONS CONTAINED IN THIS AGREEMENT ON THEIR PART TO BE
PERFORMED OR COMPLIED WITH; PROVIDED, HOWEVER, THAT (I) THE TRANSACTION EXPENSES
SHALL BE PAID BY THE STOCKHOLDERS OR THE COMPANY AT THE CLOSING, AND (II) BUYER
HAS AGREED TO PAY ALL FILING FEES UNDER THE HSR ACT FOR ALL PARTIES, BUT
ONE-HALF THE AMOUNT OF THE FILING FEE SHALL BE INCLUDED IN THE TRANSACTION
EXPENSES.
15.4.
GOVERNING LAW; JURISDICTION.
THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE COMMONWEALTH OF
PENNSYLVANIA WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.
EXCEPT AS OTHERWISE PROVIDED IN ARTICLE III, THE PARTIES HERETO AGREE TO SUBMIT
ANY DISPUTE OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT
EXCLUSIVELY TO A FEDERAL OR STATE COURT IN THE EASTERN DISTRICT OF PENNSYLVANIA.
15.5.
NO WAIVER.
NO FAILURE OR DELAY ON THE PART OF ANY PARTY TO EXERCISE
ANY RIGHT, POWER OR REMEDY SHALL OPERATE AS A WAIVER THEREOF, NOR SHALL ANY
SINGLE OR PARTIAL EXERCISE OF ANY RIGHT, POWER OR REMEDY PRECLUDE ANY OTHER OR
FURTHER EXERCISE THEREOF OR OF ANY OTHER RIGHT, POWER, OR REMEDY.
15.6.
ENTIRE AGREEMENT.
THIS