AGREEMENT SHALL HAVE THE DEFINED MEANINGS CONTAINED HEREIN WHEN USED IN ANY
CERTIFICATE OR OTHER DOCUMENT MADE OR DELIVERED PURSUANT HERETO UNLESS OTHERWISE
DEFINED THEREIN.
THE DEFINITIONS CONTAINED IN THIS AGREEMENT ARE APPLICABLE TO
THE SINGULAR AS WELL AS THE PLURAL FORMS OF SUCH TERMS AND TO THE MASCULINE AS
WELL AS TO THE FEMININE AND NEUTER GENDERS OF SUCH TERM.
ANY AGREEMENT,
INSTRUMENT, STATUTE OR RULE DEFINED OR REFERRED TO HEREIN OR IN ANY AGREEMENT OR
INSTRUMENT THAT IS REFERRED TO HEREIN MEANS SUCH AGREEMENT, INSTRUMENT, STATUTE
OR RULE AS FROM TIME TO TIME AMENDED, MODIFIED OR SUPPLEMENTED, INCLUDING (IN
THE CASE OF AGREEMENTS AND INSTRUMENTS) BY WAIVER OR CONSENT AND (IN THE CASE OF
STATUTES AND RULES) BY SUCCESSION OF COMPARABLE SUCCESSOR STATUTES AND RULES AND
ALL ATTACHMENTS THERETO AND INSTRUMENTS INCORPORATED THEREIN.
REFERENCES TO A
PERSON ARE ALSO TO ITS PERMITTED SUCCESSORS AND ASSIGNS.
(G)
ALL NOTICES AND OTHER COMMUNICATIONS
HEREUNDER WILL BE IN WRITING AND WILL BE GIVEN (AND WILL BE DEEMED TO HAVE BEEN
DULY GIVEN UPON RECEIPT) BY DELIVERY IN PERSON, BY TELECOPY, OR BY REGISTERED OR
CERTIFIED MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, ADDRESSED AS FOLLOWS:
If to the Company to:
Berger Holdings, Ltd.
805 Pennsylvania Boulevard
Feasterville, PA
19053
Attention:
President
Facsimile:
215-953-7750
With a copy to:
Wolf, Block, Schorr and Solis-Cohn LLP
1650 Arch Street
Philadelphia, PA
19103
Attention:
Jason M. Shargel
Telecopy:
215-977-2334
15
If to Parent or Purchaser to:
Euramax International, Inc.
5445 Triangle Parkway, Suite 350
Norcross, Georgia 30092
Attention:
Chief Executive Officer
Facsimile:
(770) 263-8031
with copies to:
Dechert LLP
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, PA
19103
Attention:
Geraldine A. Sinatra
Telecopy:
215-994-2222
If to a Shareholder, at the address set forth on the signature pages hereto or,
if no such address is specified, c/o the Company to the Company's address as set
forth above; or in each case to such other address as any party may have
furnished to the other parties in writing in accordance herewith.
(H)
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER
OF COUNTERPARTS, EACH OF WHICH WILL BE DEEMED TO BE AN ORIGINAL, BUT ALL OF
WHICH TOGETHER WILL CONSTITUTE ONE AGREEMENT.
(I)
THIS AGREEMENT IS BINDING UPON AND IS
SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS,
LEGAL REPRESENTATIVES AND ASSIGNS. NEITHER THIS AGREEMENT NOR ANY OF THE RIGHTS,
INTERESTS OR OBLIGATIONS UNDER THIS AGREEMENT WILL BE ASSIGNED BY ANY OF THE
PARTIES HERETO WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTIES, EXCEPT
THAT PARENT AND PURCHASER WILL HAVE THE RIGHT TO ASSIGN TO ANY DIRECT OR
INDIRECT WHOLLY OWNED SUBSIDIARY OF PARENT OR PURCHASER PERMITTED TO BE
SUBSTITUTED FOR PURCHASER OR PARENT UNDER THE MERGER AGREEMENT ANY OR ALL RIGHTS
AND OBLIGATIONS OF PARENT OR PURCHASER UNDER THIS AGREEMENT, PROVIDED THAT ANY
SUCH ASSIGNMENT WILL NOT RELIEVE EITHER PARENT OR PURCHASER FROM ANY OF ITS
OBLIGATIONS HEREUNDER.
(J)
IN THE EVENT ANY TERM OR PROVISION OF
THIS AGREEMENT IS DETERMINED