AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

EXECUTION COPY

AGREEMENT AND PLAN OF MERGER

by and among

JOHNSON ELECTRIC HOLDINGS LIMITED,

J.E.C. ELECTRONICS SUB ONE, INC.,

J.E.C. ELECTRONICS SUB TWO, INC.

and

PARLEX CORPORATION

Dated as of

August 18, 2005

Table of Contents

      AGREEMENT AND PLAN OF MERGER , dated as of August 18, 2005 (this “ Agreement ”), among JOHNSON ELECTRIC HOLDINGS LIMITED, a Bermuda corporation (“ JE Holdings ”), J.E.C. ELECTRONICS SUB ONE, INC., a Massachusetts corporation and an indirect wholly-owned Subsidiary of JE Holdings (“ Parent ”), J.E.C. ELECTRONICS SUB TWO, INC., a Massachusetts corporation and a wholly owned Subsidiary of Parent (“ Purchaser ”), and PARLEX CORPORATION, a Massachusetts corporation (the “ Company ”). Certain terms used herein as defined terms are defined in Annex A hereof.

W I T N E S S E T H :

     WHEREAS, the Boards of Directors of JE Holdings, Parent, Purchaser and the Company have each determined that it is in the best interests of their respective stockholders for JE Holdings, indirectly, through Parent and Purchaser, to acquire the Company upon the terms and subject to the conditions set forth herein;

     WHEREAS, the Company is willing to enter this Agreement with Parent and Purchaser only if JE Holdings is also a party hereto, and as an inducement to the Company to enter into this Agreement, JE Holdings has agreed to be a party hereto;

     WHEREAS, the respective Boards of Directors of JE Holdings, Parent, Purchaser and the Company have each approved the merger (the “ Merger ”) of Purchaser with and into the Company in accordance with the Massachusetts Business Corporation Act, as amended (the “ MBCA ”), on the terms and subject to the conditions set forth in this Agreement, whereby each issued and outstanding share of common stock, par value $0.10 per share, of the Company (the “ Company Common Stock ”) (shares of Company Common Stock being hereafter collectively referred to as “ Shares ”) not owned directly or indirectly by JE Holdings, Parent, Purchaser or the Company shall be converted into the right to receive $6.75 in cash;

     WHEREAS, JE Holdings, Parent, Purchaser and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Merger and to prescribe various conditions to the Merger; and

     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, JE Holdings, Parent, Purchaser and the Company hereby agree as follows:

Article I.

The Merger

      1.1. The Merger. Upon the terms and subject to the conditions set forth in Article VII, and in accordance with the MBCA, at the Effective Time (as hereinafter defined) Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser shall cease and the Company shall continue as the surviving corporation of the Merger (the “ Surviving Corporation ”) and shall continue to be governed by the laws of The Commonwealth of Massachusetts. Notwithstanding anything to the contrary contained in this Section 1.1, Parent may elect instead, at any time after Stockholder Approval (as hereinafter defined) is granted, to merge the Company into Purchaser or any other direct or indirect wholly

owned Subsidiary of JE Holdings; provided , however , that the Company shall not be deemed to have breached any of its representations, warranties or covenants by reason of such election. In such event, the parties agree to execute an appropriate amendment to this Agreement in order to reflect the foregoing and to provide, as the case may be, that Purchaser or such other wholly owned Subsidiary of JE Holdings shall be the Surviving Corporation and that JE Holdings, Parent, Purchaser and the Company shall make commercially reasonable efforts to comply with notice provisions and other terms of the outstanding Convertible Notes, Preferred Shares and Warrants.

      1.2. Effective Time; Closing. No later than three Business Days after the satisfaction or waiver of the conditions set forth in Article VII, the parties hereto shall cause the Merger to be consummated by filing articles of merger with the Secretary of State of The Commonwealth of Massachusetts, in such forms as are required by, and executed in accordance with, the relevant provisions of the MBCA (the date and time of such filing being the “ Effective Time ” and such articles, the “ Articles of Merger ”). On the date of such filing, a closing shall be held at the offices of Ropes & Gray LLP, One International Place, Boston, Massachusetts 02110, or such other place as the parties shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Article VII.

      1.3. Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in Section 11.07 of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Purchaser shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of the Company and Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

      1.4. Articles of Organization; By-laws. (a) At the Effective Time, subject to Section 6.6(a), the articles of organization of the Company, as in effect immediately prior to the Effective Time, shall be the articles of organization of the Surviving Corporation until thereafter amended as provided by law and such articles of organization.

     (a) Unless otherwise determined by Parent prior to the Effective Time, and subject to Section 6.6(a), the by-laws of the Company, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation until thereafter amended as provided by law, the articles of organization of the Surviving Corporation and such by-laws.

      1.5. Directors and Officers. The directors of Purchaser immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the articles of organization and by-laws of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified or until their earlier death, resignation or approval. The Company shall take all commercially reasonable action to cause Purchaser’s appointees to be duly elected as directors and officers of each Subsidiary of the Surviving Corporation, effective as of the Effective Time.

      1.6. Section 338(g) Election. At the election of Parent, in its sole and absolute discretion, Parent may make the election provided under Section 338(g) of the Internal Revenue Code, as amended (the “ Code ”) (including under any comparable statutes in any other jurisdiction) with respect to the Company and all Subsidiaries of the Company.

Article II.

Conversion of Securities.

      2.1. Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, the Company or the holders of any of the following securities:

     (a) Each share of common stock, par value $0.10 per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable shares of common stock, par value $0.10 per share, of the Surviving Corporation;

     (b) Each Share and Preferred Share held in the treasury of the Company and each Share and Preferred Share owned by JE Holdings, Purchaser, Parent or any direct or indirect wholly owned Subsidiary of JE Holdings or of the Company immediately prior to the Effective Time shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto;

     (c) Each Share issued and outstanding immediately prior to the Effective Time (other than Shares to be cancelled in accordance with Section 2.1(b) and other than Dissenting Shares (as hereinafter defined)) shall be converted into the right to receive $6.75, payable to the holder thereof in cash, without interest (the “ Common Share Merger Consideration ”), less any required withholding taxes;

     (d) Each Preferred Share issued and outstanding immediately prior to the Effective Time (other than Preferred Shares to be cancelled in accordance with Section 2.1(b) and other than Dissenting Shares) shall be converted into the right to receive the Liquidation Value thereof, payable to the holder thereof in cash, without interest or additional dividends thereon (the “ Preferred Share Merger Consideration ” and together with the Common Share Merger Consideration, the “ Merger Consideration ”), less any required withholding taxes. Prior to the Effective Time, the Company shall be responsible for delivering to the Paying Agent (as hereinafter defined) a list of holders of Preferred Shares and such information as is in the Company’s possession and necessary to ensure proper withholding; and

     (e) From and after the Effective Time, all such Shares and Preferred Shares shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such Shares or Preferred Shares, as applicable, shall cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration therefor upon the surrender of such certificate in accordance with Section 2.4, without interest thereon.

      2.2. Employee Stock Options. (a) The Company shall take all reasonable action to, as of the Effective Time (i) terminate the stock option plans listed in Section 3.3 of the Disclosure Schedule, (as hereinafter defined) each as amended through the date of this Agreement (the “ Company Stock Option Plans ”); and (ii) cancel, at the Effective Time, each outstanding option to purchase Shares granted under the Company Stock Option Plans (each, a “ Company Stock Option ”) that is outstanding and unexercised as of such time. Subject to the foregoing, each holder of a Company Stock Option that is outstanding and unexercised at the Effective Time, whether or not then exercisable or vested, shall be entitled to receive from the Paying Agent (as hereinafter defined) on behalf of the Surviving Corporation, immediately after the Effective Time, in exchange for the cancellation of such Company Stock Option, an amount in cash equal to the excess, if any, of (i) the Common Share Merger Consideration over (ii) the per share exercise price of such Company Stock Option, multiplied by the number of Shares subject to such Company Stock Option as of the Effective Time (the “ Option Consideration ”). Any such payment shall be subject to all applicable federal, state and local tax withholding requirements. Prior to the Effective Time, the Company shall be responsible for delivering to the Paying Agent (i) a list of holders of Company Stock Options, (ii) calculations showing the respective amount of Option Consideration for each Company Stock Option, and (iii) such information as is requested by Paying Agent and in the Company’s possession and necessary to ensure proper withholding.

     (b) The Company shall take all action reasonably necessary to approve the disposition of the Company Stock Options in connection with the transactions contemplated by this Agreement (collectively, the “ Transactions ”) so as to exempt such dispositions under Rule 16b-3 of the Exchange Act.

      2.3. Dissenting Shares. (a) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and which are held by stockholders who have not voted in favor of the Merger or consented thereto in writing and who have demanded properly, and perfected their rights to be paid the fair value of such Shares in accordance with Section 13.02 of the MBCA (collectively, the “ Dissenting Shares ”) shall not be converted into or represent the right to receive the Merger Consideration. Such stockholders shall be entitled to only such rights as are granted by Section 13.02 of the MBCA, except that all Dissenting Shares held by stockholders who have failed to perfect, or who effectively shall have withdrawn or lost their rights under such Section 13.02 of the MBCA shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 2.4, of the certificate or certificates that formerly evidenced such Shares.

     (b) The Company shall give Parent (i) prompt notice of intent to demand the fair value of any Shares that is communicated in writing to the Company, written withdrawals of such demands, and any other instruments served pursuant to Section 13.02 of the MBCA and received by the Company; and (ii) the opportunity to direct all negotiations and proceedings with respect to the exercise of dissenter’s rights under Section 13.02 of the MBCA. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any such exercise of dissenter’s rights or offer to settle or settle any such demands.

      2.4. Surrender of Shares; Stock Transfer Books; Payment for Options. (a) Prior to the Effective Time, Purchaser shall designate a bank or trust company in the United States and reasonably acceptable to the Company to act as agent (the “ Paying Agent ”) for the holders of Shares, Preferred Shares and Company Stock Options, as the case may be, to receive the funds to which holders of Shares, Preferred Shares and Company Stock Options shall become entitled pursuant to Sections 2.1(c), 2.1(d) and 2.2(a). Prior to the Effective Time, JE Holdings, Parent or Purchaser shall deposit, or cause to be deposited, with the Paying Agent the aggregate Merger Consideration and Option Consideration. If, for any reason, such funds are inadequate to pay the amounts to which holders of Shares, Preferred Shares and Company Stock Options shall be entitled under Sections 2.1(c), 2.1(d) and 2.2(a), JE Holdings shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Paying Agent sufficient to make all payments required under Sections 2.1(c), 2.1(d) and 2.2(a), and, as of the Effective Time, JE Holdings and the Surviving Corporation shall become liable for payment thereof. The funds so deposited with the Paying Agent shall not be used for any purpose except as expressly provided in this Agreement. Such funds shall be invested by the Paying Agent as directed by JE Holdings or Parent.

     (b) Promptly, but in no event more than five Business Days after the Effective Time, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares or Preferred Shares entitled to receive Merger Consideration pursuant to Sections 2.1(c) or 2.1(d) a form of letter of transmittal (which shall be in a form reasonably acceptable to the Company and shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares or Preferred Shares (the “ Certificates ”) shall pass, only upon proper delivery of the Certificates to the Paying Agent and compliance with the standard procedures of the Paying Agent) and instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share or Preferred Share formerly evidenced by such Certificate, and such Certificate shall then be canceled. No interest shall accrue or be paid on the Merger Consideration payable upon the surrender of any Certificate for the benefit of the holder of such Certificate. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered on the stock transfer books of the Company, it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such taxes either have been paid or are not applicable.

     (c) If any Certificate shall have been lost, stolen or destroyed, upon making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof determined in accordance with this Article II; provided , however , that Parent or the Paying Agent may require the delivery of a reasonable

indemnity or bond against any claim that may be made against the Surviving Corporation with respect to such Certificate or ownership thereof.

     (d) Promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent to pay to each person who was, at the Effective Time, a holder of record of Company Stock Options, the Option Consideration to which such person is entitled pursuant to Section 2.2(a).

     (e) At any time following the ninth month after the Effective Time, the Surviving Corporation shall be entitled to require the Paying Agent to deliver to it any funds which had been made available to the Paying Agent and not disbursed to holders of Shares, Preferred Shares or Company Stock Options (including, without limitation, all interest and other income received by the Paying Agent in respect of all funds made available to it) and, thereafter, such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar laws) only as general creditors thereof with respect to any Merger Consideration or Option Consideration that may be payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither the Surviving Corporation nor the Paying Agent shall be liable to any holder of a Share, Preferred Share or Company Stock Option for any Merger Consideration or Option Consideration delivered in respect of such Share, Preferred Share or Company Stock Option to a public official pursuant to any abandoned property, escheat or other similar law.

     (f) At the close of business on the day of the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares or Preferred Shares on the records of the Company. From and after the Effective Time, the holders of Shares, Preferred Shares and Company Stock Options outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, Preferred Shares and Company Stock Options except as otherwise provided herein or by Applicable Law.

Article III.

Representations and Warranties of the Company

     Except as set forth in the corresponding sections or subsections of the written Company Disclosure Schedule (the “Disclosure Schedule" ) or, except as specifically set forth in Section 3.7, as disclosed in an SEC Report (as defined in Section 3.9) filed prior to the date hereof, the Company makes the representations and warranties to JE Holdings, Parent and Purchaser that are set forth below. Each exception set forth in the Disclosure Schedule is identified by reference to, or has been grouped under a heading referring to, a specific individual section or subsection of this Agreement; provided , however , that any information disclosed therein under any section number shall be deemed to be disclosed and incorporated in any other section of the Disclosure Schedule where such disclosure would be appropriate and readily apparent. The Disclosure Schedule and the information and disclosures contained therein are intended only to qualify and limit the representations, warranties and covenants of the Company contained in this Agreement.

      3.1. Organization and Qualification; Subsidiaries. (a) Each of the Company and each Subsidiary of the Company is an entity duly organized, validly existing and in good

standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and each Subsidiary is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and in good standing would not reasonably be expected to have a Material Adverse Effect.

     (b) Section 3.1(b) of the Disclosure Schedule, sets forth the name, jurisdiction of incorporation and authorized and outstanding capital stock of each Subsidiary of the Company. Except as disclosed in Section 3.1(b) of the Disclosure Schedule, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or entity.

      3.2. Articles of Organization and By-laws. The Company has heretofore made available to Parent a complete and correct copy of the articles of organization and the by-laws or equivalent organizational documents, each as amended to date, of the Company and each Subsidiary. Such articles of organization, by-laws or equivalent organizational documents are in full force and effect. The Company is not in violation of any of the provisions of its articles of organization, by-laws or equivalent organizational documents. Other than PIC, each of the Company’s Subsidiaries is in compliance with its articles of organization, by-laws or equivalent organizational documents, except as would not have a Material Adverse Effect.

      3.3. Capitalization. The authorized capital stock of the Company consists of 30,000,000 Shares, $0.10 par value per share, and 1,000,000 Preferred Shares, par value $1.00 per share. As of the date hereof, (a) 6,488,425 Shares are issued and outstanding, all of which are validly issued, fully paid and nonassessable; (b) 665,525 Shares are issuable upon exercise of outstanding stock options; (c) 406,250 Shares are issuable upon conversion of outstanding Preferred Shares; (d) 484,625 Shares are issuable upon exercise of outstanding Warrants; and (e) 750,000 Shares are issuable upon conversion of outstanding 7% Convertible Subordinated Notes due July 28, 2007 (the " Convertible Notes ”). As of the date hereof, except as set forth in Section 3.3 of the Disclosure Schedule, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or any Subsidiary or obligating the Company or any Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Subsidiary. All Shares subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Section 3.3 of the Disclosure Schedule, there are no outstanding contractual obligations of the Company or any Subsidiary to issue, repurchase, redeem or otherwise acquire any Shares or any capital stock of any Subsidiary or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary or any other person. Each outstanding share of capital stock of each Subsidiary is duly authorized, validly issued, fully paid and nonassessable,

and, except as set forth in Section 3.3 of the Disclosure Schedule, each such share is owned by the Company or another Subsidiary free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on the Company’s or any Subsidiary’s voting rights, charges and other encumbrances of any nature whatsoever.

      3.4. Authority Relative to This Agreement. The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject, in the case of the Merger, to obtaining Stockholder Approval (as defined in Section 3.6 below), to consummate the Transactions. The execution and delivery of this Agreement by the Company and the performance by the Company of its obligations hereunder have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or to consummate the Transactions (other than, with respect to the Merger, obtaining Stockholder Approval, if and to the extent required by Applicable Law, and the filing and recordation of appropriate merger documents as required by the MBCA). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by JE Holdings, Parent and Purchaser, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally; and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

      3.5. Board Approvals and Takeover Laws. The Company Board of Directors (the “ Board ”), at a meeting duly called and held, has unanimously (i) determined, as of the date of this Agreement, that this Agreement and the Merger, taken together, are fair to and in the best interests of the stockholders of the Company; (ii) duly and validly approved, as of the date of this Agreement, and taken all corporate action required to be taken by the Board to authorize the Transactions; and (iii) resolved to recommend, as of the date of this Agreement, that the stockholders of the Company accept, approve and adopt this Agreement and the Merger, and none of the aforesaid actions by the Board has been amended, rescinded or modified except as permitted by the terms of this Agreement. Assuming the accuracy of the representations and warranties contained in Section 4.8, the actions taken by the Board are sufficient to render inapplicable to JE Holdings, Parent, Purchaser and the Merger, the provisions of Chapters 110C and 110F of the Massachusetts Corporation-Related Laws, as amended (the “ MCRL ”). To the Company’s knowledge, no other state takeover statute, or other state law that purports to limit or restrict business combinations or the ability to acquire or vote shares, is applicable to the Transactions.

      3.6. Required Vote. The affirmative vote of the stockholders of two-thirds of the outstanding Shares, voting as a single class, is the only vote of the stockholders of any class or series of the Company’s capital stock necessary to approve the Merger (the “ Stockholder Approval ”).

      3.7. No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by the Company do not, and the performance of its obligations under this

Agreement shall not, (i) conflict with or violate the articles of organization or by-laws or equivalent organizational documents of the Company or any Subsidiary; (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.7(b) have been obtained and all filings and obligations described in Section 3.7(b) have been made and, subject, in the case of the Merger, to obtaining Stockholder Approval, conflict with or violate any Applicable Law or by which any property or asset of the Company or any Subsidiary is bound or affected; or (iii) subject to obtaining the consents listed in Section 3.7 of the Disclosure Schedule, which list does not incorporate information from or consents listed in the SEC Reports, result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of the Company or any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not prevent or materially delay consummation of the Merger and would not reasonably be expected to have a Material Adverse Effect.

     (b) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company shall not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority except (i) for applicable requirements, if any, of the Exchange Act, state securities or “blue sky” laws (“ Blue Sky Laws ”), state takeover laws, the pre-merger notification requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “ HSR Act ”), the Exon-Florio provision pursuant to Section 5021 of the Omnibus Trade and Competitiveness Act of 1988 (amending Section 721 of the Defense Production Act of 1950) (the “ Exon-Florio Provision ”) and the requirements in the countries where a merger filing will be necessary and filing and recordation of appropriate merger documents as required by the MCBA (the “ Company Required Approvals ”); and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay consummation of the Merger and would not reasonably be expected to have a Material Adverse Effect. Section 3.7(b) of the Disclosure Schedule contains a complete list of Company Required Approvals and the countries where a merger filing is necessary, except for countries where the failure to file would not reasonably be expected to have a Material Adverse Effect, and does not incorporate information from, or consents listed in, the SEC Reports.

      3.8. Permits; Compliance.

     (a) Except with respect to Environmental Permits (as defined and addressed in Section 3.18) , each of the Company and the Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for each of the Company or the Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the “ Permits ”) except where the failure to have, or the suspension or cancellation of, any of the Permits would not prevent or materially delay consummation of the Merger and would not reasonably be expected to have a Material Adverse Effect. As of the date hereof, no suspension or cancellation of any of the Permits is pending or, to the knowledge of the Company,

threatened, except where the failure to have, or the suspension or cancellation of, any of the Permits would not prevent or materially delay consummation of the Merger and would not reasonably be expected to have a Material Adverse Effect.

     (b) After giving effect to the Transactions, to the knowledge of the Company, all such licenses, permits, franchises and other governmental authorizations will continue to be valid and in full force and effect, except as set forth in Section 3.8(b) of the Disclosure Schedule or as would not reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries are in compliance in all material respects with Applicable Laws by which the property and assets of the Company and its Subsidiaries are bound or affected. Neither the Company nor any Subsidiary nor any property or asset of the Company or any Subsidiary is subject to any continuing order of, consent decree, settlement agreement or similar written agreement with or, to the knowledge of the Company, continuing investigation by, any Governmental Authority, or any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority that would, as of the date hereof, prevent or materially delay consummation of the Merger or would reasonably be expected to have a Material Adverse Effect.

      3.9. SEC Filings; Financial Statements. (a) The Company and its Subsidiaries have timely filed (or obtained an extension of the time for filing) each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) required to be filed by the Company or any of its Subsidiaries pursuant to the Securities Act or the Exchange Act with the Securities and Exchange Commission (the “ SEC ”) since June 30, 2003 (as such documents have since the time of their filing been amended or supplemented, the “ SEC Reports ”). Those SEC Reports that were not amended or supplemented complied and all SEC Reports that amended and supplemented previous filings complied, as of their respective dates, as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, the Sarbanes-Oxley Act of 2002 (“ SOX ”) and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports, in each case to the extent in effect on the date of filing. Each of the SEC Reports did not, when filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent corrected by a subsequently filed SEC Report filed with the SEC prior to the date of this Agreement.

     (b) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of SOX and the rules and regulations of the SEC promulgated thereunder with respect to the SEC Reports, and to the knowledge of the Company, the statements contained in such certifications are true and correct. For purposes of the preceding sentence and Section 3.9(f) hereof, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any of its Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.

     (c) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the SEC Reports (the " Financial Statements ”) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with U.S. generally accepted accounting principles (“ GAAP ”) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q or 8-K or the applicable rules of the SEC) and fairly present in all material respects (subject, in the case of the unaudited interim financial statements, to normal, year-end audit adjustments that were not or are not expected to be, individually or in the aggregate, materially adverse to the consolidated financial position of the Company) the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. The Company’s foreign Subsidiaries maintain their books pursuant to local accounting rules and adjust their books to conform to GAAP for consolidation purposes. Therefore, the books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP.

     (d) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet, partnership or any similar contract or arrangement (including any contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s published financial statements or other SEC Reports.

     (e) The Company has established and maintains a system of internal accounting controls designed to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

     (f) The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) designed to enable the principal executive officer and principal financial officer of the Company to engage in the review and evaluation process mandated by the Exchange Act and the rules promulgated thereunder. The Company’s “disclosure controls and procedures” are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Company, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications

of the principal executive officer and principal financial officer of the Company required under the Exchange Act with respect to such reports.

     (g) Except as set forth in Section 3.9(g) of the Disclosure Schedule, since June 30, 2003, the Company has not received any oral or written notification of a (x) “reportable condition” or (y) “material weakness” in the Company’s internal controls. For purposes of this Agreement, the terms “reportable condition” and “material weakness” shall have the meanings assigned to them in the Statements of Auditing Standards 60, as in effect on the date hereof.

     (h) None of the Company’s Subsidiaries are, or has at any time since June 30, 2003, been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

      3.10. Absence of Undisclosed Liabilities. Except for matters reflected or reserved against in the balance sheet (or notes thereto) as of June 30, 2004 (the “ 2004 Balance Sheet ”) included in the Financial Statements or as set forth in Section 3.10 of the Disclosure Schedule, as of the date of this Agreement, neither the Company nor any of its Subsidiaries has any liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether due or to become due) of any nature that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its consolidated Subsidiaries (including the notes thereto), except liabilities or obligations (i) that were incurred in the ordinary course of business consistent with past practice since June 30, 2004; or (ii) that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on the Company.

      3.11. Absence of Certain Changes or Events. Since June 30, 2004, except as contemplated by this Agreement or set forth in Section 3.11 of the Disclosure Schedule, the Company and the Subsidiaries have conducted their businesses only in the ordinary course and in a manner consistent with past practice and, since June 30, 2004, there has not been (i) any change in the business, operations, properties, condition (financial or otherwise), assets or liabilities (including, without limitation, contingent liabilities) of the Company or any Subsidiary (assessed on a consolidated basis) having, individually or in the aggregate, a Material Adverse Effect; (ii) any damage, destruction or loss (whether or not covered by insurance) with respect to any property or asset of the Company or any Subsidiary and having, individually or in the aggregate, a Material Adverse Effect; (iii) any change by the Company in its accounting methods, principles or practices; (iv) any revaluation by the Company of any asset (including, without limitation, any writing down of the value of inventory or writing off of notes or accounts receivable), other than in the ordinary course of business consistent with past practice; (v) any entry by the Company or any Subsidiary into any commitment or transaction material to the Company and the Subsidiaries taken as a whole; (vi) any declaration, setting aside or payment of any dividend or distribution in respect of any capital stock of the Company or any redemption, purchase or other acquisition of any of its securities other than regular quarterly dividends on the Preferred Shares not in excess of $1.65 per share; or (vii) any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of the Company or any Subsidiary, except in the ordinary course of business consistent with past practice.

      3.12. Absence of Litigation. Except as disclosed in the SEC Reports filed prior to the date of this Agreement or in Section 3.12 of the Disclosure Schedule, there is no litigation, suit, claim, action, proceeding or investigation (an “ Action ”) pending or, to the knowledge of the Company, threatened against the Company or any Subsidiary, or any property or asset of the Company or any Subsidiary, before any Governmental Authority that (a) would reasonably be expected to have a Material Adverse Effect or (b) as of the date hereof, seeks to materially delay or prevent the consummation of any Transaction.

      3.13. Employee Benefit Plans. (a) Section 3.13(a) of the Disclosure Schedule lists (i) all material employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA” ) and all material bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other material benefit plans, programs or arrangements, and all material employment, termination, severance or other contracts or agreements to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of the Company or any Subsidiary; (ii) each material employee benefit plan for which the Company or any Subsidiary is reasonably expected to incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated; (iii) any material plan in respect of which the Company or any Subsidiary could reasonably be expected to incur liability under Section 4212(c) of ERISA; and (iv) any material contracts or legally enforceable arrangements between the Company or any Subsidiary and any employee of the Company or any Subsidiary, including, without limitation, any contracts or arrangements relating to a sale of the Company or any Subsidiary (collectively, with the exception of any plans, programs or arrangements not subject to United States law, the “ Plans ”). The Company has made available to Purchaser a true and complete copy of each Plan and has made available to Purchaser a true and complete copy of each material document, if any, prepared in connection with each such Plan, including, without limitation, as applicable (i) a copy of each trust or other funding arrangement; (ii) each most recent summary plan description and summary of material modifications; (iii) the most recently filed Internal Revenue Service (“ IRS ”) Form 5500; (iv) the most recently received IRS determination letter for each such Plan, and (v) the most recently prepared actuarial report and financial statement in connection with each such Plan.

     (b) Except as set forth in Section 3.13(b) of the Disclosure Schedule, none of the Plans is a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) (a “ Multiemployer Plan ”) or a single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) for which the Company or any Subsidiary could incur liability under Section 4063 or 4064 of ERISA (a " Multiple Employer Plan ”). Except as set forth in Section 3.13(b) of the Disclosure Schedule, none of the Plans (i) provides for the payment of separation, severance, termination or similar-type benefits to any person by itself or solely or partially as a result of any transaction contemplated by this Agreement; or (ii) obligates the Company or any Subsidiary to make any payment or provide any benefit as a result of a “change in control,” within the meaning of such term under Section 280G of the Code. Except as set forth in Section 3.13(b) of the Disclosure Schedule, none of the Plans provides for or promises retiree medical, disability or life insurance benefits to any current or former employee, officer or

director of the Company or any Subsidiary, other than continuation coverage mandated by Sections 601 through 608 of ERISA and Section 4980B(f) of the Code.

     (c) Each Plan is currently in material compliance with, and has, for the period with respect to which the applicable statute of limitation has not expired, been administered and operated in all material respects in accordance with, its terms and the requirements of all Applicable Laws, including, without limitation, ERISA and the Code. The Company and the Subsidiaries have performed all obligations required to be performed by them under and are not in any default under or in violation of, and the Company has no knowledge of any default or violation by any party to, any Plan, except as would not have a Material Adverse Effect. No Action is pending or, to the knowledge of the Company, threatened with respect to any Plan (other than claims for benefits in the ordinary course) and, to the knowledge of the Company, no fact or event exists that could give rise to any such Action.

     (d) Each Plan that is intended to be qualified under Section 401(a) of the Code or Section 401(k) of the Code has timely received a favorable determination letter or opinion letter, as applicable, from the IRS regarding such qualified status, which covers all of the provisions applicable to the Plan for which determination or opinion letters, as applicable, are currently available and each trust established in connection with any Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code has received a determination letter from the IRS that it is so exempt, and, to the knowledge of the Company, no fact or event has occurred since the date of such determination letter or letters from the IRS that could reasonably be expected to adversely affect the qualified status of any such Plan or the exempt status of any such trust.

     (e) There has not been any prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) that would give rise to a material liability with respect to any Plan. Neither the Company nor any ERISA Affiliate has incurred any liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), including, without limitation, any liability in connection with (i) the termination or reorganization of any employee benefit plan subject to Title IV of ERISA, or (ii) the withdrawal from any Multiemployer Plan or Multiple Employer Plan and, to the knowledge of the Company, no fact or event exists which could give rise to any such liability.

     (f) Except as set forth in Section 3.13(f), all material contributions, premiums or payments required to be made with respect to any Plan have been made in full on or before their due dates. No deduction for such contributions has been challenged or disallowed by any Governmental Authority and, to the knowledge of the Company, no fact or event exists which could give rise to any such challenge or disallowance. All contributions, premiums and payments accrued under each Plan, determined in accordance with prior funding and accrual practices, as adjusted to include proportional accruals for the period ending at the Effective Time, will be discharged and paid on or prior to the Effective Time except to the extent reflected as a liability on the Company Financial Statements. All long-term disability benefits made available to employees of the Company are fully insured under insurance policies and such insurance policies are in full force and effect.

     (g) There has been no material failure of a Plan that is a group health plan (as defined in Section 5000(b)(1) of the Code) to meet the requirements of Code Section 4980B(f) with respect to a qualified beneficiary (as defined in Section 4980B(g)). To the knowledge of the Company, the Company has not made contributions to a nonconforming group health plan (as defined in Section 5000(c) of the Code) and no ERISA Affiliate of the Company has incurred a tax under Section 5000(a) which is or could reasonably be expected to become a material liability of the Company.

     (h) Section 3.13(h) of the Disclosure Schedule sets forth each plan, program or arrangement that would be a Plan except that it is subject to the laws of a jurisdiction other than the United States (a “Non-U.S. Benefit Plan" ). With respect to each Non-U.S. Benefit Plan:

     (i) all employer and employee contributions to each Non-U.S. Benefit Plan required by law or by the terms of such Non-U.S. Benefit Plan have been timely made (except for any instances of noncompliance that would not have a Material Adverse Effect), or, if applicable, accrued in accordance with normal accounting practices, and a pro rata contribution for the period prior to and including the date of this Agreement has been made or accrued;

     (ii) with respect to any Non-U.S. Benefit Plans that are not government-mandated plans or programs, the fair market value of the assets the liability of each insurer, or the book reserve established for any such Non-U.S. Benefit Plan, together with any accrued contributions, is sufficient to procure or provide for the benefits determined on an ongoing basis accrued to the date of this Agreement with respect to all current and former participants under such Non-U.S. Benefit Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Non-U.S. Benefit Plan, and no Transaction shall cause such assets or insurance obligations to be less than such benefit obligations; and

     (iii) each Non-U.S. Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities and is approved by any applicable taxation authorities to the extent such approval is available. Each Non-U.S. Benefit Plan is now and always has been operated in material compliance with all applicable non-United States laws and regulations.

      3.14. Labor and Employment Matters. (a) Except as set forth in Section 3.14(a) of the Disclosure Schedule, (i) to the knowledge of the Company, there is no pending or threatened litigation between the Company or any Subsidiary and any of their respective employees or independent contractors; (ii) neither the Company nor any Subsidiary is a party to any collective bargaining agreement, work council agreement, work force agreement or any other labor union contract applicable to persons employed by the Company or any Subsidiary, nor, to the knowledge of the Company, are there any activities or proceedings of any labor union to organize any such employees; (iii) to the knowledge of the Company, neither the Company nor any Subsidiary has breached or otherwise failed to comply with any provision of any agreement or contract relating to employees or contractors, and there are no grievances outstanding against the Company or any Subsidiary under any collective bargaining agreement, union contract, work counsel agreement or work force agreement or contract; (iv) to the knowledge of the Company,

there are no unfair labor practice complaints pending against the Company or any Subsidiary before the National Labor Relations Board or any other court or tribunal; and (v) there is no strike, slowdown, work stoppage or lockout or, to the knowledge of the Company, threat thereof, by or with respect to any employees of the Company or any Subsidiary. The consent of any labor union is not required to consummate the Transactions. There is no obligation to inform, consult or obtain consent, whether in advance or otherwise, of any works council, employee representatives or other representative bodies in order to consummate the Transactions.

     (b) To the knowledge of the Company, the Company and its Subsidiaries are, and have been, in material compliance with all Applicable Laws relating to the employment of labor, including those related to wages, hours, collective bargaining, notice of termination, workers compensation, state disability law, and the payment and withholding of taxes and other sums as required by the appropriate Governmental Authority and have withheld and paid to the appropriate Governmental Authority or are holding for payment not yet due to such Governmental Authority all amounts required to be withheld from employees of the Company or any Subsidiary and are not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing, except as set forth in Section 3.14(b) of the Disclosure Schedule and where noncompliance, failure to withhold such amounts, and the incurrence of such liability would not reasonably be expected to be material. To the knowledge of the Company, the Company and its Subsidiaries have appropriately classified independent contractors and employees and within the three (3) years preceding the date hereof, they have had no claims asserted in any forum for any misclassification of workers, failure to withhold taxes, failure to provide benefits or other perquisites of employment to independent contractors. To the knowledge of the Company, the Company and its Subsidiaries have paid in full to all employees, or adequately accrued for in accordance with GAAP consistently, applied all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees or contractors, and there is no administrative claim, court complaint, or other legal proceeding pending before any Governmental Authority nor, to the knowledge of the Company, is there any threatened administrative claim, court complaint or other legal proceeding regarding the payment of wages, salary, overtime pay or other payment for services rendered with respect to any persons currently or formerly employed or engaged by the Company or any Subsidiary other than claims listed in Section 3.14(b) of the Disclosure Schedule. Neither the Company nor any Subsidiary is a party to, or is otherwise bound by, any consent decree with, or citation by, any Governmental Authority relating to employees, independent contractors or employment practices, other than those listed in Section 3.14(b) of the Disclosure Schedule. There is no administrative charge, court complaint, or other legal proceeding pending nor, to the knowledge of the Company, is there any threatened administrative charge, court complaint or other legal proceeding regarding a violation of occupational safety or health standards by the Company or any Subsidiary, other than those listed in Section 3.14(b) of the Disclosure Schedule. There is no administrative charge, court complaint, or other legal proceeding pending nor, to the knowledge of the Company, is there any threatened administrative charge, court complaint or other legal proceeding regarding discrimination in the employment or employment practices, for any reason, including, without limitation, age, gender, race, religion or other legally protected category, which has been asserted or is now pending or, to the knowledge of the Company, threatened before the United States Equal Employment Opportunity Commission, or any other Governmental Authority in any jurisdiction in which the Company or any Subsidiary have employed or employ any person, other than charges listed in Section 3.14(b) of the Disclosure

Schedule. No inquiry or investigation affecting any Company or any Subsidiary has been made or, to the knowledge of the Company, threatened by the Commission for Racial Equality, the Equal Employment Opportunity Commission or any similar body other than inquiries or investigations listed in Section 3.14(b) of the Disclosure Schedule.

     (c) Except as disclosed in Section 3.14(c) of the Disclosure Schedule, (i) all existing contracts of employment to which the Company or, to the knowledge of the Company, any Subsidiary is a party are terminable by the Company or any Subsidiary on three months’ notice or less without compensation (other than in accordance with applicable legislation); (ii) neither the Company nor any Subsidiary has an established pattern or practice with respect to the payment of standard severance or separation pay to similarly situated employees following the termination of employment of any employee for any reason (i.e. for cause, not for cause or voluntary termination); (iii) neither the Company nor, to the knowledge of the Company, any Subsidiary has any outstanding liability to pay compensation for loss of employment to any present or former employee or to make any payment for breach of any agreement listed in Section 3.13(a) of the Disclosure Schedule; (iv) there is no term of employment ¸ whether contractual or otherwise, of any employee of the Company or, to the knowledge of the Company, any Subsidiary which shall entitle that employee to treat the consummation of the Transactions as amounting to a breach of his contract of employment or otherwise entitling him to any payment or benefit whatsoever or entitling him to treat himself as redundant or otherwise dismissed or released from any obligation.

     (d) Within the six (6) years preceding the date hereof, the Company and its Subsidiaries have complied with all notice obligations under the WARN Act and any state equivalent.

      3.15. Property and Leases. (a) The Company and the Subsidiaries have sufficient title to all their properties and assets to conduct their respective businesses as currently conducted, with only such exceptions as would not reasonably be expected to have a Material Adverse Effect.

     (b) Except as disclosed in Section 3.15(b) of the Disclosure Schedule, the Company does not own any real property.

     (c) Section 3.15(c) of the Disclosure Schedule contains an accurate and complete list of all leases of real property leased for the use or benefit of the Company or any Subsidiary to which the Company or any Subsidiary is a party (the “Leases" ). All amendments and modifications to the Leases are in full force and effect and described in Section 3.15(c) of the Disclosure Schedule, and there exists no default under any Lease by the Company or any Subsidiary, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company or any Subsidiary, except as would not reasonably be expected to have a Material Adverse Effect.

     (d) The Company has made available to Purchaser a true, correct and complete copy of each Lease, including all amendments, supplements or other modifications thereto, and (i) each Lease is legal, valid, binding and enforceable against the Company and the Subsidiaries party thereto in accordance with the terms thereof, subject to bankruptcy, insolvency, fraudulent

conveyance, reorganization, moratorium or other similar laws relating to creditor’s rights and to general principles of equity; (ii) neither the Company and the Subsidiaries, nor, to the Company’s knowledge, any other party to any Lease, has waived any material term or condition thereof, and all material covenants to be performed by the Company and the Subsidiaries prior to the date hereof or, to the Company’s knowledge, by any other party to any Lease, have been performed in all material respects; (iii) none of the Company and the Subsidiaries or, to the Company’s knowledge, any other party to any Lease, is in material breach or default under any lease, and no event or circumstance exists or has occurred wh