SCHEDULES TO
THIS AGREEMENT ARE INCORPORATED HEREIN BY REFERENCE AND MADE A PART HEREOF.
(N)
SPECIFIC PERFORMANCE.
EXCEPT AS OTHERWISE PROVIDED IN SECTION 6(E)(III),
EACH PARTY ACKNOWLEDGES AND AGREES THAT THE OTHER PARTY WOULD BE DAMAGED
IRREPARABLY IN THE EVENT ANY PROVISION OF THIS AGREEMENT IS NOT PERFORMED IN
ACCORDANCE WITH ITS SPECIFIC TERMS OR OTHERWISE IS BREACHED, SO THAT A PARTY
SHALL BE ENTITLED TO INJUNCTIVE RELIEF TO PREVENT BREACHES OF THIS
52
AGREEMENT AND TO ENFORCE SPECIFICALLY THIS AGREEMENT AND THE TERMS AND
PROVISIONS HEREOF IN ADDITION TO ANY OTHER REMEDY TO WHICH SUCH PARTY MAY BE
ENTITLED, AT LAW OR IN EQUITY.
IN PARTICULAR, EXCEPT AS OTHERWISE PROVIDED IN
SECTION 6(E)(III), THE PARTIES ACKNOWLEDGE THAT THE TARGET BUSINESS IS UNIQUE
AND RECOGNIZE AND AFFIRM THAT IN THE EVENT SELLER BREACHES THIS AGREEMENT, MONEY
DAMAGES WOULD BE INADEQUATE AND BUYER WOULD HAVE NO ADEQUATE REMEDY AT LAW, SO
THAT BUYER SHALL HAVE THE RIGHT, IN ADDITION TO ANY OTHER RIGHTS AND REMEDIES
EXISTING IN ITS FAVOR, TO ENFORCE ITS RIGHTS AND THE OTHER PARTIES' OBLIGATIONS
HEREUNDER NOT ONLY BY ACTION FOR DAMAGES BUT ALSO BY ACTION FOR SPECIFIC
PERFORMANCE, INJUNCTIVE, AND/OR OTHER EQUITABLE RELIEF.
(O)
JOINT AND SEVERAL OBLIGATIONS.
THE OBLIGATIONS UNDER THIS AGREEMENT OF
BLOUNT AND THE BLOUNT SUBSIDIARIES, ON THE ONE HAND, AND CFPI AND THE
CATERPILLAR SUBSIDIARIES, ON THE OTHER HAND, SHALL BE JOINT AND SEVERAL;
PROVIDED THAT NEITHER ANY BLOUNT SUBSIDIARY NOR ANY CATERPILLAR SUBSIDIARY SHALL
HAVE ANY LIABILITY HEREUNDER FOR DAMAGES IN EXCESS OF THE AMOUNT SET FORTH NEXT
TO ITS NAME ON SECTION 7(O) OF THE DISCLOSURE SCHEDULE.
FOR THE AVOIDANCE OF
DOUBT, THE OBLIGATIONS UNDER THIS AGREEMENT OF EACH OF BLOUNT, ON THE ONE HAND,
AND CFPI, ON THE OTHER HAND, SHALL BE JOINT AND SEVERAL WITHOUT LIMITATION.
(P)
GOVERNING LANGUAGE.
THIS AGREEMENT HAS BEEN NEGOTIATED AND EXECUTED BY
THE PARTIES IN ENGLISH.
IN THE EVENT ANY TRANSLATION OF THIS AGREEMENT IS
PREPARED FOR CONVENIENCE OR ANY OTHER PURPOSE, THE PROVISIONS OF THE ENGLISH
VERSION SHALL PREVAIL.
(Q)
REMITTANCES.
ALL REMITTANCES, PAYMENTS, MAIL AND OTHER COMMUNICATIONS
RELATING TO THE ACQUIRED ASSETS OR THE ASSUMED LIABILITIES RECEIVED BY SELLER AT
ANY TIME AFTER THE CLOSING DATE SHALL BE PROMPTLY TURNED OVER TO BUYER BY
SELLER. ALL REMITTANCES, PAYMENTS, MAIL AND OTHER COMMUNICATIONS RELATING TO ANY
ASSET THAT IS NOT AN ACQUIRED ASSET OR ANY LIABILITY THAT IS NOT AN ASSUMED
LIABILITY RECEIVED BY BUYER AT ANY TIME AFTER THE CLOSING DATE SHALL BE PROMPTLY
TURNED OVER TO SELLER BY BUYER.
[Signatures appear on the next page.]
53
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of this
5th day of November, 2007.
Blount, Inc
Blount International, Inc.
By:
/s/ Calvin E. Jenness
By:
/s/ Calvin E. Jenness
Name:
Calvin E. Jenness
Name:
Calvin E. Jenness
Title:
Senior Vice President and
Chief Financial Officer
Title:
Senior Vice President and
Chief Financial Officer
"Blount Subsidiaries"
Omark Properties, Inc.
OOO Blount
By:
/s/ Richard H. Irving, III
By:
/s/ Richard