EXECUTION COPY ASSET PURCHASE AGREEMENT Dated as of December 22, 2006 By and Among Electrical Components International, Inc., Noma Holding Inc., and GenTek Inc

EXECUTION COPY

ASSET PURCHASE AGREEMENT

Dated as of December 22, 2006

By and Among

Electrical Components International, Inc.,

Noma Holding Inc.,

and

GenTek Inc.

TABLE OF CONTENTS

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TABLE OF CONTENTS
(continued)

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TABLE OF CONTENTS
(continued)

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Schedules

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ASSET PURCHASE AGREEMENT

           ASSET PURCHASE AGREEMENT , dated as of December 22, 2006 (this " Agreement "), by and among Electrical Components International, Inc., a Delaware corporation (" Purchaser "), Noma Holding Inc., a Delaware corporation (" Seller "), and GenTek Inc., a Delaware corporation and the indirect parent of Seller (" Parent ").

RECITALS:

           WHEREAS , Seller, including through its Subsidiaries, is engaged in the business of designing, manufacturing, assembling and marketing wire harness and cable assembly components at their operations located at McAllen, Texas, Nogales, Arizona, Ontario (Concord and Tillsonburg), Canada, Sonora (Nogales and Imuris), Mexico, Juárez, Mexico, Reynosa, Mexico, and Gujarat, India, and at Parent’s offices in Westland, Michigan, providing cable assembly services at certain of these facilities, and licensing certain of its Marks for other fields of use, excluding the CableTech Business (the " Business ");

           WHEREAS , Seller’s and its Subsidiaries’ operations at the Concord Facility are in the process of being shut down and relocated to other facilities included in the Business;

           WHEREAS , Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, free and clear of all liabilities, obligations, claims, liens and encumbrances (other than the liabilities, obligations and claims assumed pursuant to this Agreement and the liens and encumbrances permitted by this Agreement), substantially all of the property, assets (other than Excluded Assets) and rights of the Business, and to assume certain liabilities of the Business, upon the terms and subject to the conditions hereinafter set forth;

           WHEREAS , Parent desires that the aforesaid sale be consummated on the terms and conditions set forth in this Agreement, and in connection therewith Parent acknowledges that its non-competition covenant to Purchaser, as provided for in Section 7.13 , and the non-competition covenant of Canadian Seller, as provided in the Canada Non-Competition Covenant, are essential elements of the aforesaid sale and but for the agreement of Parent to comply with such covenant and to cause Canadian Seller to enter into and comply with the Canada Non-Competition Covenant, Purchaser would not have entered into this Agreement; and

           NOW, THEREFORE , in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS; INTERPRETIVE MATTERS

          1.1 Certain Definitions . For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.1 :

          " Affiliate " means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term "control" (including the terms "controlled by" and

"under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by Contract or otherwise.

          " Business Day " means any day of the year on which national banking institutions in New York, New York are open to the public for conducting business and are not required or authorized by Law to close.

          " Business Employee " means any current or former employee, director, independent contractor or consultant of the Business.

          " Business Intellectual Property " means all Intellectual Property used or held for use primarily in the Business or included or incorporated in the Products.

          " Canadian Purchaser " means a corporation or company to be incorporated by the Purchaser as a wholly-owned subsidiary under the laws of Canada or any province thereof.

          " Canadian Seller " means Noma Company, a Nova Scotia company.

          " Code " means the Internal Revenue Code of 1986, as amended.

          " Confidential Information " means inventions, algorithms, formulas, schematics, technical drawings, ideas, know-how, processes not otherwise protected by patents or patent applications, source and object code, program listings and trade secrets arising from, used in, or otherwise relating to the Business.

          " Contract " means any written, oral or other agreement, contract, subcontract, lease, mortgage, indenture, understanding, arrangement, instrument, note, bond, option, warranty, purchase order, license, sublicense or other instrument, obligation or commitment or undertaking of any nature (excluding insurance policies, benefit plans and permits).

          " Environmental Law " means any applicable foreign federal, state, provincial or local statute, regulation, ordinance, rule of common law, Order, Permit or other legal requirement currently in effect relating to (i) the protection of human health and safety as they relate to environmental protection, (ii) the environment, natural resources and wildlife, (iii) the management, manufacture, possession, presence, use, generation, transportation, treatment, storage, disposal, Release, threatened Release, abatement, removal, remediation or handling of, or exposure to, any Hazardous Material, or (iv) pollution, including without limitation, the Solid Waste Disposal Act, 42 U.S.C. § 6901 et seq., the Federal Water Pollution Control Act, 33 U.S.C. § 1251, et seq., including the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601 et seq. ), the Hazardous Materials Transportation Act (49 U.S.C. App. § 1801 et seq. ), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq. ), the Clean Water Act (33 U.S.C. § 1251 et seq. ), the Clean Air Act (42 U.S.C. § 7401 et seq. ) the Toxic Substances Control Act (15 U.S.C. § 2601 et seq. ), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. § 136 et seq. ), the Ontario Environmental Protection Act , the federal (Canada) Fisheries Act , the Ontario Water Resources Act , and the Canadian Environmental Protection Act, 1999 , as each has been amended and the regulations promulgated pursuant thereto.

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          " GAAP " means generally accepted accounting principles in the United States as of the date of determination.

          " Governmental Body " means any government or governmental or regulatory or administrative body thereof, or political subdivision thereof, whether national, federal, state, provincial, municipal, local, foreign or multinational, or any agency, instrumentality, commission or authority thereof, or any court, tribunal or arbitrator (public or private), or any other body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature.

          " Hazardous Material " means any substance which is regulated under Environmental Law including any substance (i) defined as a hazardous or deleterious substance, hazardous material, hazardous waste, pollutant or contaminant under any Environmental Laws, (ii) a petroleum hydrocarbon, including crude oil or any fraction thereof, (iii) classified under any Environmental Law as hazardous, toxic, corrosive, flammable, explosive, infectious, radioactive or carcinogenic, or (iv) contains asbestos or PCBs. !

          " HSR Act " means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

          " In-Licensed IP " means all Intellectual Property licensed by a third party to Seller or any of its Subsidiaries and used primarily in the Business or included or incorporated into the Products, except for Off-the-Shelf Software.

          " Intellectual Property " means all worldwide intellectual property rights, including, without limitation, the following: (i) all patents and applications therefor, including continuations, divisionals, continuations-in-part, or reissues of patent applications and patents issuing thereon (collectively, " Patents "); (ii) all trademarks, service marks, trade names, service names, brand names, trade dress rights, logos, Internet domain names and corporate names, together with the goodwill associated with any of the foregoing, and all applications, registrations and renewals thereof, (collectively, " Marks "); (iii) copyrights and registrations and applications therefor, works of authorship and mask work rights (collectively, " Copyrights "); (iv) trade secrets and confidential information; and (v) all Software and Technology.

          " IRS " means the Internal Revenue Service.

          " Knowledge of Seller " means the actual knowledge of the Persons set forth on Schedule 1.1 .

          " Law " means any law, statute, code, ordinance, rule, regulation, Order or other legally binding requirement of any Governmental Body.

          " Legal Proceeding " means any judicial, administrative or arbitral actions, claims, suits, arbitrations, investigations or proceedings (public or private) by or before a Governmental Body.

          " Liabilities " means any direct or indirect liability, indebtedness, claim, loss, damage, deficiency, obligation or responsibility, fixed or unfixed, choate or inchoate, liquidated

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or unliquidated, secured or unsecured, accrued, absolute, known or unknown, contingent or otherwise.

          " Lien " means any lien, encumbrance, pledge, mortgage, deed of trust, security interest, claim, lease, charge, option, right of first refusal, preemptive right, preferential right, easement, right of way, servitude or restriction.

          " Material Adverse Effect " means any circumstance, effect, change, event or development that, individually or together with any other circumstance, effect, change, event or development, is or would reasonably be expected to be, materially adverse to (i) the Assets, Assumed Liabilities, business, condition (financial or otherwise) or results of operations of the Business, taken as a whole, or (ii) the ability of Seller and Parent to consummate the transactions contemplated by this Agreement or by the other Transaction Documents to which either of them are or may become a party; provided , however , that none of the following shall be deemed in themselves, either alone or in combination, to constitute, and that none of the following shall be taken into account in determining whether there has been or will be, a Material Adverse Effect: (A) any adverse circumstance, effect, change, event or development to the extent attributable to the impact of the announcement or pendency of the transactions contemplated hereby or the identity or involvement of Purchaser on relationships, contractual or otherwise, with customers, suppliers or employees of the Business; (B) any adverse circumstance, effect, change, event or development attributable to conditions generally affecting the industry in which the Business operates or generally affecting the economy of any country in which the Business has material operations or the U.S. or global economy generally, in each case, which do not disproportionately affect the Business; (C) any adverse circumstance, effect, change, event or development arising from or relating to any action taken, or failure to act, to which Purchaser has expressly consented in writing; (D) changes in Laws after the date hereof; (E) changes in GAAP or the regulatory or interpretative guidance relating thereto after the date hereof; and (F) acts of war, sabotage or terrorism, or any escalation or material worsening of any such acts of war, sabotage or terrorism underway as of the date of this Agreement.

          " NDAs " means (i) non-disclosure agreements; (ii) confidentiality agreements; and (iii) confidentiality and invention assignment agreements.

          " Off-the-Shelf Software " means Software that is widely available and licensed to the public on standard terms, including without limitation software licensed pursuant to "shrink-wrap" and "click-wrap" licenses.

          " Order " means any order, injunction, judgment, decision, decree, ruling, writ, assessment or arbitration award of a Governmental Body.

          " Ordinary Course of Business " means the ordinary and usual course of the Business, consistent with past practices (including with respect to quantity and frequency).

          " Permits " means any approvals, authorizations, consents, licenses, permits or certificates of a Governmental Body.

          " Permitted Exceptions " means (i) all defects, exceptions, restrictions, easements, rights of way and encumbrances disclosed in public records or in policies of, or commitments

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for, title insurance and/or plats or surveys which have been made available to Purchaser; (ii) statutory liens for current Taxes, assessments or other governmental charges not yet delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings, provided an appropriate reserve is established therefor on the Financial Statements or the Closing Date Statement; (iii) landlords’, mechanics’, carriers’, workers’, repairers’ and similar Liens arising by operation of law and/or incurred in the Ordinary Course of Business; (iv) zoning, entitlement and other land use and environmental regulations by any Governmental Body; (v) title of a lessor under a capital or operating lease; and (vi) such other imperfections in title and other Liens which would not, individually or in the aggregate, reasonably be expected to materially detract from the value, or materially impair the use, of such property as it presently used.

          " Person " means any individual, corporation, partnership, firm, joint venture, association, joint-stock company, limited liability company, limited liability partnership, labor union, trust, unincorporated organization, Governmental Body or other entity.

          " Post-Closing Tax Period " shall mean any taxable period beginning after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date.

          " Pre-Closing Tax Period " shall mean any taxable period ending on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period ending on the Closing Date.

          " Products " means all products or services sold, distributed or otherwise disposed of by Seller or any of its Subsidiaries in connection with the Business, and all products or service offerings in development for the purpose of being sold, distributed or otherwise disposed of in connection with the Business.

          " Rebate " means all rebates granted or accrued or committed to be granted or accrued by Seller or any Subsidiary to or for the benefit of any customer of the Business, including any amounts prepaid, paid or credited, or committed to be prepaid, paid or credited, including in connection with any volume discount, price protection, price reduction avoidance, prepaid price reduction, contract extension or similar arrangement.

          " Release " means any release, spill, emission, leaking, pumping, pouring, escaping, dumping, injection, deposit, disposal, discharge, dispersal, migration or leaching into the environment, including, without limitation, the abandonment or disposal of barrels, containers or other receptacles.

          " Remedial Action " means all actions required by Environmental Laws to clean up, remove, treat or address any Hazardous Material in the environment at levels exceeding those allowed by applicable Environmental Laws, including pre-remedial studies and investigations or post-remedial monitoring and care.

          " Representative " of any Person means such Person’s officers, directors, employees, agents, accountants, counsel, advisors, consultants or other representatives.

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          " Retained Subsidiaries " means the Subsidiaries other than the Transferred Subsidiaries.

          " Software " means any and all (i) computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code, (ii) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise, (iii) descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons and (iv) all documentation including user manuals and other training documentation related to any of the foregoing.

          " Straddle Period " shall mean any taxable period that begins on or before and ends after the Closing Date.

          " Subsidiaries " means the entities set forth on Schedule 5.3(a) .

          " Tangible Personal Property " means furniture, fixtures, mobile and immobile equipment, machinery, vehicles, supplies, inventories, materials, apparatus, tools, implements, appliances, computers, servers, communications and networking equipment, office equipment, parts and supplies and other tangible personal property of every kind and description.

          " Target Working Capital " shall mean an amount equal to $48,319,167.00.

          " Tax " or " Taxes " shall mean any taxes of any kind, including those measured on, measured by or referred to as, income, alternative or add-on minimum, gross receipts, escheat, capital, capital gains, sales, use, ad valorem , franchise, profits, license, transfer, withholding, distribution, payroll, employment, social, excise, severance, stamp, occupation, premium, goods and services, value added, property, environmental or windfall profits taxes, customs, duties or similar fees, assessments or charges, together with any surcharge, interest and any penalties, additions to tax or additional amounts (including any interest thereon) imposed by any Governmental Body.

          " Tax Authority " means the Internal Revenue Service and any other domestic or foreign Governmental Body responsible for the administration or collection of any Taxes.

          " Tax Laws " means all Laws relating to Taxes.

          " Tax Returns " shall mean all reports, declarations of estimated Tax, claims for refund, withholding Tax returns, information statements and returns which have been filed or which are required to be filed with a Tax Authority in connection with any Taxes, including any schedule or attachment thereto, and including any amendment thereof.

          " Technology " means, collectively, all designs, formulae, algorithms, procedures, methods, techniques, know-how, research and development, technical data, programs, subroutines, tools, materials, specifications, processes, inventions (whether patentable or unpatentable and whether or not reduced to practice), apparatus, creations, improvements, works of authorship and other similar materials, and all recordings, graphs, drawings, reports, analyses,

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and other writings, and other tangible embodiments of the foregoing, in any form whether or not specifically listed herein, and all related technology.

          " Transaction Documents " means each agreement, document, instrument or certificate contemplated by this Agreement or to be executed by any party to this Agreement in connection with the consummation of the transactions contemplated by this Agreement.

          1.2 Terms Defined Elsewhere in this Agreement . For purposes of this Agreement, the following terms have meanings set forth in the sections indicated:

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          1.3 Other Definitional and Interpretive Matters . Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:

     (a)  Calculation of Time Periods . When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day.

     (b)  Dollars . Any reference in this Agreement to $ shall mean U.S. dollars, and any amounts denominated in U.S. dollars shall mean the amount set forth or the equivalent of such amount in any other currency or currencies.

     (c)  Headings . The headings contained in this Agreement and the Schedules hereto are for purposes of convenience only and will not affect the meaning or interpretation of this Agreement or any such Schedule. Unless otherwise expressly indicated, any reference in this Agreement (including any Schedule hereto) to an "Article," "Section," "subsection,"

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"paragraph" or "subparagraph" followed by a number or letter or combination of the two will be a reference to the particular Article, Section, subsection, paragraph or subparagraph of this Agreement bearing such number, letter or combination thereof.

     (d)  Hereof and Herein . The terms "hereof," "herein," "hereunder" and comparable terms refer, unless otherwise expressly indicated, to this Agreement as a whole and not to any particular Article, Section, subsection, paragraph, subparagraph or other subdivision hereof or any Schedule, Exhibit or other attachment hereto.

     (e)  Including . The terms "include," "includes" and "including" will be deemed to be followed by the words "without limitation."

     (f)  Gender and Number . Whenever the context so requires, the singular number will include the plural and the plural will include the singular, and the gender of any pronoun will include the other gender or neuter, as applicable.

     (g)  Statutes and Regulations . Any reference in this Agreement to a particular statute, regulation or code (including any specific provision thereof) includes all regulations and rules thereunder, all amendments thereto in force at the applicable time (including amendments to provision references).

          1.4 Construction . The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

ARTICLE II

TRANSFER OF ASSETS AND LIABILITIES

          2.1 Assets to be Sold . On the terms and subject to the conditions of this Agreement, at the Closing, Seller shall and shall cause the Retained Subsidiaries to sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller and the Retained Subsidiaries, all of Seller’s and the Subsidiaries’ right, title and interest in and to all of the properties, assets, rights and claims of Seller and the Subsidiaries used or held for use primarily in the Business (other than Excluded Assets), of every kind, character and description, whether tangible, intangible, personal or mixed and wherever located, whether or not carried on the books of Seller and the Subsidiaries (collectively, the " Assets "), free and clear of all liabilities, obligations and Liens, except the Assumed Liabilities and Permitted Exceptions, including, without limitation, the following:

     (a) All of the Business Intellectual Property;

     (b) All of the capital stock or other equity interests (collectively, the " Transferred Securities ") of each of Noma O.P., Inc., a Delaware corporation, Noma de Reynosa, S.A. de C.V., a company organized and existing under the laws of Mexico, GenTek Technology Pvt. Ltd., a company organized and existing under the laws of India, and Sistemas y Conexiones

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Integradas, S.A. de C.V., a company organized and existing under the laws of Mexico (each, a " Transferred Subsidiary " and, collectively, the " Transferred Subsidiaries ");

     (c) All Tangible Personal Property owned, leased or held for use by Seller or a Subsidiary and located at the Leased Real Property or the Owned Properties (other than the Remaining Concord Assets), in the possession or control of Transferred Employees for use primarily in the operation of the Business, or otherwise used or held for use primarily in connection with the Business, a schedule of which Tangible Personal Property used in the Business and carried on the books of account of the Business with a value in excess of $50,000 is set forth on Schedule 2.1(c) ;

     (d) All claims, deposits, prepayments and similar items arising primarily out of, or relating primarily to, the Business, the Assets or the Assumed Liabilities, and the full benefit of any and all security for such items;

     (e) All Contracts to which any Seller or a Subsidiary is a party and which arise primarily out of or relate primarily to the Assets (including Capital Leases), the Assumed Liabilities or the conduct of the Business (collectively, the " Assigned Agreements "), including all rights to receive goods and services purchased pursuant to such Contracts and all claims and rights to take any other actions arising out of or related to such Contracts or in respect thereof;

     (f) The Real Property Leases set forth on Schedule 2.1(f)(i) (the " Leased Real Property ") and the Owned Properties set forth on Schedule 2.1(f)(ii) and, in each case, all buildings, structures and other improvements situated thereon;

     (g) To the extent transferable, all Permits of Seller and the Subsidiaries used or held for use primarily in connection with the ownership, lease or operation of the Assets or the conduct of the Business;

     (h) Subject to Section 2.2(c) , originals or true copies of all books, records, agreements, invoices, correspondence, files and other documents (whether on paper, computer diskette, tape or other storage media) prepared for or associated primarily with the Assets, the Assumed Liabilities or the operation of the Business (" Books and Records "), including, but not limited to, stock records, minute books, other corporate records, property records, production records, purchase and sales records, credit data, marketing, advertising and promotional materials, sales literature, personnel and payroll records pertaining to Transferred Employees (to the extent not prohibited under applicable Law), accounting records, financial reports, Tax Returns in the possession or control of Seller or a Subsidiary (other than Tax Returns of or that include (where such return is prepared on a consolidated, combined, unitary or affiliated basis) Seller or any Subsidiary and income Tax Returns of any Retained Subsidiary), fixed asset lists, customer, vendor, supplier, distributor and sales prospect lists, records and information, parts lists, manuals, technical and repair data, correspondence, files and any similar items;

     (i) All billed and unbilled accounts and notes receivable to the extent arising out of or associated with the operation of the Business or the Assets (" Accounts Receivable "), and the full benefit of any and all security for such Accounts Receivable and any unpaid financing charges accrued thereon;

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     (j) All raw material inventories, work-in-process, consignment inventory, inventory being tolled and finished products, in any case, which are located at the Leased Real Property or the Owned Properties, in transit to the Leased Real Property or the Owned Properties, in the possession or control of any customer of the Business, or located at any location set forth on Schedule 2.1(j) (the " Inventory ");

     (k) Subject to Section 2.2(g) , all information systems, hardware, telephone systems, software systems, database and database systems used or held for use primarily in the conduct or operation of the Business and any and all rights thereunder;

     (l) All express or implied warranties, representations or guarantees made by suppliers furnishing goods (including the Tangible Personal Property) or services to Seller or any Subsidiary used primarily in the Business, including warranties, representations, guarantees or other obligations related to product support or maintenance;

     (m) Subject to Section 2.2(d) , all rights, claims and causes of action against third parties to the extent relating to the Assets or the operation of the Business, including, but not limited to, all such claims against customers;

     (n) Any assets relating to the Transferred Benefit Plans as provided in Section 7.8 ;

     (o) All insurance proceeds received by Parent, Seller or any of their subsidiaries to the extent related to the Business (other than the Excluded Assets and the Excluded Liabilities) or any Assets as a result of any damage or claim occurring between the date of this Agreement and the Closing Date and any rights, claims or causes of action existing or arising primarily in respect of the Business (other than the Excluded Assets and the Excluded Liabilities) and the Assets (to the extent such proceeds have not been applied to mitigate such damage or claim);

     (p) All prepaid expenses, including prepaid real estate and ad valorem Taxes, leases and rentals, to the extent related to the Business, Assets or Assumed Liabilities;

     (q) All stationery, forms, labels, shipping materials, brochures, art work, photographs, advertising materials and any similar items used or held for use primarily in the Business;

     (r) All goodwill associated with the Business or the Assets; and

     (s) All other properties, assets, rights and claims reflected on the Business Balance Sheet or accrued after the date thereof and which would reasonably be expected to be reflected thereon if the Business Balance Sheet were prepared as of the Closing Date, or otherwise used or held for use primarily in the conduct or operation of the Business, including all properties, assets, rights and claims included in the definition of Working Capital and reflected on the Closing Date Statement, but not otherwise described in this Section 2.1 .

          2.2 Excluded Assets . Notwithstanding any other provision of this Agreement, the Assets shall not include, and Seller and the Retained Subsidiaries shall retain all of their right, title and interest in and to, all of the following properties, assets, rights and claims of Seller and the Subsidiaries (collectively, the " Excluded Assets "), which shall not be sold, conveyed, assigned, transferred or delivered to Purchaser:

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     (a) All cash on hand and short-term instruments and all similar types of investments, such as certificates of deposit, treasury bills and other marketable securities as of the Closing Date (other than any of the foregoing held by any Transferred Subsidiary as of the Closing Date);

     (b) All insurance policies and bonds of Parent, Seller or any of their subsidiaries or otherwise (other than any such insurance policies and bonds maintained by the Transferred Subsidiaries), including, except as set forth in Section 2.1(o) , all rights, claims and causes of action of every nature and description under or arising out of such insurance policies;

     (c) All original Books and Records that would otherwise constitute Assets but for the fact that Seller or a Retained Subsidiary is required to retain such original books and records pursuant to applicable Law (in which case copies of such Books and Records shall be included in the Assets);

     (d) All claims, rights, interests and proceeds with respect to Tax refunds relating to any Pre-Closing Period as set forth in Section 7.10 ;

     (e) All assets of the Business sold or otherwise disposed of not in violation of the terms of this Agreement during the period from the date of this Agreement until the Closing Date;

     (f) The minute books, incorporation documents, stock transfer, and Tax Returns of or that include (where such return is prepared on a consolidated, combined, unitary or affiliated basis) the Seller or any Subsidiary and the income Tax Returns of any Retained Subsidiary or similar related corporate records of Seller and the Retained Subsidiaries;

     (g) The assets being provided to Purchaser pursuant to the Transition Services Agreement;

     (h) The Owned Real Property located in Concord, Ontario, and all buildings, structures and other improvements thereon (the " Concord Facility "), and the Remaining Concord Assets;

     (i) All of the properties, assets, rights and claims used or held for use primarily in Seller’s insulated wire business located in Mineral Wells, Texas (the " CableTech Business "), and all other assets located in Mineral Wells, Texas that are used or held for use primarily in any business other than the Business;

     (j) All equity interests held by Seller or any Retained Subsidiary (other than equity interests in the Transferred Subsidiaries);

     (k) All rights, claims and causes of action of Seller or any Subsidiary (i) described on Schedule 2.2(k) , or (ii) against any third party arising out of any facts or circumstances relating to any claim by a third party against Seller that constitutes an Excluded Liability;

     (l) All Benefit Plans, except Transferred Benefit Plans, and all assets related thereto; and

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     (m) All assets, rights and properties listed on Schedule 2.2(m) .

          2.3 Assumed Liabilities . Upon the terms and subject to the conditions of this Agreement, at the Closing, Purchaser shall assume only the following Liabilities of Seller and the Subsidiaries (collectively, the " Assumed Liabilities "):

     (a) All accounts payable of the Business as of the Closing (to the extent that such accounts payable relate to the Business and other than any accounts payable to Seller or any Affiliate of Seller) to the extent reflected in Working Capital as of the Closing Date (" Accounts Payable ");

     (b) All accrued expenses of the Business as of the Closing (to the extent such accrued expenses relate to the Business) to the extent reflected in Working Capital as of the Closing Date, including, for the avoidance of doubt, liabilities for non-income Taxes in the amount reflected in Working Capital as of the Closing Date;

     (c) All obligations of Seller and the Subsidiaries under the Assigned Agreements, to the extent such obligations (i) were not due to have been satisfied or discharged at or prior to the Closing, (ii) are reflected on the Closing Date Statement, or (iii) are not required to be reflected on the Closing Date Statement and have not arisen as a result of a default or breach of such Assigned Agreement or this Agreement by Seller or any Subsidiary;

     (d) All Permitted Exceptions to which the Assets are subject;

     (e) The Liabilities assumed pursuant to Section 7.8 (including any Liabilities resulting from the failure of Purchaser to comply with Section 7.8 );

     (f) The Liabilities listed on Schedule 5.11(b)(1); and

     (g) All other Liabilities of the Business arising after the Closing.

          2.4 Excluded Liabilities . Notwithstanding any other provision in this Agreement, Purchaser is assuming only the Assumed Liabilities and is not assuming any other Liability of Seller or the Subsidiaries or their respective Affiliates of whatever nature, whether presently in existence or arising hereafter (all such liabilities and obligations not being assumed being herein referred to as the " Excluded Liabilities "), and, notwithstanding anything to the contrary, the Assumed Liabilities shall not include for the purposes of this Agreement, without limitation, any of the following:

     (a) Except as set forth in Section 7.12 and except for indebtedness under Capital Leases, any indebtedness of Seller or any of the Subsidiaries;

     (b) Any Liabilities to the extent arising out of or relating to an Excluded Asset;

     (c) Any Liabilities to the extent arising from or as a result of the conduct of any business of Seller or any of the Subsidiaries other than the Business;

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     (d) Liabilities with respect to any Legal Proceedings (including all Legal Proceedings set forth on Schedules 2.2(k) and 5.14 );

     (e) Except for any non-income Taxes in the amount assumed by Purchaser pursuant to Section 2.3(b) and any Transfer Taxes to be paid by Purchaser pursuant to Section 7.10(d) hereof, (A) any Liabilities of Seller or any Affiliate of Seller (other than the Transferred Subsidiaries) for the Taxes of Seller or its Affiliates (other than the Transferred Subsidiaries) and (B) all Taxes of any Person imposed on Seller or any of its Affiliates (other than the Transferred Subsidiaries) as a result of being a member of any consolidated, combined, affiliated or unitary Tax group or as a transferee or successor, by contract, or otherwise;

     (f) Any Liabilities and expenses for any accounting, legal, investment banking, brokerage or similar fees or expenses incurred by Seller or any of its Affiliates in connection with the negotiation and preparation of this Agreement and each of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby;

     (g) Any Liabilities relating to Business Employees of Seller and the Subsidiaries with respect to their employment or service relationship with Seller and/or its Subsidiaries, whether or not arising under any Benefit Plan, other than a Transferred Benefit Plan as provided in Section 7.8 , for periods ending on or prior to the Closing Date, other than those expressly assumed by Purchaser pursuant to this Agreement or which are reflected in Working Capital as of the Closing Date;

     (h) any Liabilities relating to the design, manufacture, marketing, sale, distribution or other disposition of Retained Aviation Products, including any obligation to maintain any insurance with respect thereto;

     (i) Any Liabilities relating to any stock option or other equity-based award granted by Parent or any of its Affiliates to any Transferred Employee;

     (j) Any Liabilities relating to any bonus that may become payable to a Transferred Employee as a result of the transactions contemplated by this Agreement (other than any such bonus agreement between Purchaser or any of its Affiliates and such Transferred Employee);

     (k) Any Liabilities relating to any claim for personal injury and/or property damage to the extent arising out of pre-Closing occurrences or the operation of the Business or the sale of Products prior to the Closing Date and based on product liability, strict liability or other similar theories of recovery, but excluding any Liabilities arising under worker’s compensation legislation to the extent such Liabilities would be covered by worker’s compensation insurance coverage required by applicable Law to be maintained by Purchaser;

     (l) Any Liabilities of Seller and the Subsidiaries existing as of the Closing Date which should have been reflected on the Business Balance Sheet or the Closing Date Statement and which are not so reflected, unless they are Assumed Liabilities;

     (m) Any Liabilities (including, without limitation, any severance, restructuring, relocation, and environmental and clean up costs) to the extent arising from or related to the closing of the Concord Facility;

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     (n) Any Liabilities arising from or related to the sale of the facility located in Stouffville, Ontario to Southwire Canada Company, including all Liabilities arising under all Contracts entered into in connection with such sale;

     (o) Subject to Section 7.8 , any Liabilities arising under the WARN Act and other similar applicable Laws due to any actions taken by Seller or any Subsidiary prior to the Closing Date with regard to any site of employment, facility, operating unit or employee affected by this Agreement (including the Concord Facility), except for any Liability resulting from any action taken by Purchaser; and

     (p) Any Liabilities or obligations owed to Parent, Seller or any of their respective Affiliates to the extent not reflected in Working Capital as of the Closing Date, other than pursuant to the Transaction Documents and the Assigned Agreements.

          2.5 Transfer of Assets and Assumption of Liabilities .

     (a) At the Closing, Seller and the Subsidiaries shall effectuate the sale, conveyance, assignment, transfer and delivery of the Assets to Purchaser by delivering to Purchaser or its designees each of the following: (i) a duly executed bill of sale, in a customary form as shall be mutually agreed to by Seller and Purchaser (the " Bill of Sale "); (ii) a duly executed assignment and assumption agreement relating to the Assigned Agreements, Permits and other Assets held by Seller and the Retained Subsidiaries, in a customary form as shall be mutually agreed to by Seller and Purchaser (the " General Assignment "); (iii) a duly executed assignment of Marks with respect to the Marks included in the Business Intellectual Property and held by Seller and the Retained Subsidiaries, in a customary form as shall be mutually agreed to by Seller and Purchaser (the " Trademark Assignment "); (iv) a duly executed assignment of Patents with respect to the Patents included in the Business Intellectual Property and held by Seller and the Retained Subsidiaries, in a customary form as shall be mutually agreed to by Seller and Purchaser (the " Patent Assignment "); (v) certificates representing the Transferred Securities, duly endorsed to Purchaser and/or its designee(s) (it being understood and agreed that Purchaser may designate any one or more Person(s), whether or not an Affiliate, to acquire any portion of the Transferred Securities by providing written notice of such designation to Seller not less than three (3) Business Days prior to the Closing Date and by certifying that Purchaser’s representations and warranties set forth in Section 6.5 hereof also apply to, and are true and accurate in all respects with regard to, such designee(s); provided, that no such designation shall relieve Purchaser of any obligation hereunder) or accompanied by stock powers duly executed in blank or duly executed instruments of transfer with appropriate stock transfer tax stamps, if any, affixed, and any other documents, in form and substance satisfactory to Purchaser, that are necessary to transfer good and valid title to such capital stock or other equity interest of the Transferred Subsidiaries to Purchaser and/or its designee(s) (collectively, the " Stock Powers "); (vi) a duly executed assignment and assumption of lease for each of the Leased Real Properties (collectively, the " Lease Assignments "); and (vii) such other good and sufficient instruments of conveyance and transfer (collectively, the " Other Instruments " and, collectively with the Bill of Sale, the General Assignment, the Trademark Assignment, the Patent Assignment, the Stock Powers, and the Lease Assignments, the " Instruments of Assignment ") as are reasonably necessary to vest in Purchaser good and valid title to the Assets, free and clear of all liabilities, obligations, claims and Liens except the Assumed Liabilities and Permitted Exceptions.

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     (b) At the Closing, Purchaser shall deliver to Seller and the Subsidiaries a duly executed undertaking, in a customary form as shall be mutually agreed to by Seller and Purchaser (the " Undertaking "), whereby Purchaser shall assume and agree to perform, pay, or discharge, when due, the Assumed Liabilities, effective as of the Closing, and such other instruments, documents or agreements (collectively, the " Instruments of Assumption ") as are reasonably necessary to evidence Purchaser’s assumption of and agreement to pay and discharge the Assumed Liabilities.

          2.6 Non-assignable Contracts .

     (a) To the extent that any Assigned Agreement is not capable of being assigned to Purchaser at the Closing without the Consent of any other party thereto or any Person, or if such assignment or attempted assignment would constitute a breach thereof, or a violation of any applicable Law, this Agreement shall not constitute an assignment or an attempted assignment thereof, unless and until such Consent has been obtained.

     (b) In the event that any Consent referred to in Section 2.6(a) has not been obtained prior to the Closing, at Seller’s sole cost and expense, Seller shall use its commercially reasonable efforts, and Purchaser and Parent shall cooperate with Seller, to obtain each and every such Consent and to resolve the impracticalities of assignment referred to in Section 2.6(a) after the Closing.

     (c) To the extent that the Consents referred to in Section 2.6(a) have not been obtained prior to the Closing, until the impracticalities of assignment referred to in Section 2.6(a) hereof are resolved, Seller and the applicable Retained Subsidiary shall use their commercially reasonable efforts to (i) cooperate with Purchaser in any reasonable and lawful arrangement designed to provide Purchaser the benefits of any Assigned Agreement referred to in Section 2.6(a) , and (ii) enforce, for the account and benefit of Purchaser, any and all rights of Seller and the applicable Retained Subsidiary arising from the Assigned Agreements referred to in Section 2.6(a) against all other parties thereto (including the right to elect to terminate in accordance with the terms thereof on the advice of Purchaser). To the extent that Purchaser is provided the benefits pursuant to this Section 2.6(c) of any Assigned Agreement, Purchaser shall perform, on behalf of Seller and the applicable Retained Subsidiary, for the benefit of all other parties thereto, the obligations of Seller and the applicable Retained Subsidiary thereunder or in connection therewith (and in the event that any action by Purchaser results in any material default thereunder or in connection therewith, and any such material default results in the termination of such Assigned Agreement, Purchaser shall no longer be entitled to receive the benefits of such Assigned Agreement). Any failure by Purchaser to perform the obligations of Seller or the applicable Retained Subsidiary under any such Assigned Agreement or in connection therewith shall constitute a breach by Purchaser of its covenants under this Section 2.6(c) . Nothing contained in this Section 2.6 shall constitute a waiver of, or impair, Purchaser’s rights under Section 8.1 or ARTICLE IX.

          2.7 Payments Post-Closing .

     (a) If, following the Closing Date, Seller or any of its Affiliates receives any payment or other proceeds (including the benefit of a mistaken payment) relating to any Assets or

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otherwise relating to the conduct or operation of the Business after Closing (excluding any payment or other proceeds relating to or included in the Excluded Assets and excluding refunds for Taxes that are allocable to a Pre-Closing Tax Period), including with respect to any Accounts Receivable or Inventory purchased by Purchaser hereunder, Seller shall, and shall cause its Affiliates to, promptly remit to Purchaser the amount of any such payments or other proceeds. On the last day of each month during the six (6) month period beginning on the Closing Date, Seller shall report to Purchaser the amount of all such payments or proceeds so received.

     (b) If, following the Closing Date, Purchaser or any of its Affiliates receives any payment or other proceeds (including the benefit of a mistaken payment) relating to any Excluded Assets, the conduct or operation of the Business prior to Closing (excluding any payment or other proceeds relating to or included in the Assets), or otherwise relating to the conduct or operation of Seller and its Subsidiaries other than the Business, Purchaser shall, and shall cause its Affiliates to, promptly remit to Seller the amount of any such payments or other proceeds. On the last day of each month during the six (6) month period beginning on the Closing Date, Purchaser shall report to Seller the amount of all such payments or proceeds so received.

          2.8 Withholding . Purchaser (or any other Person responsible for withholding any amount with respect to any payment made under this Agreement) shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code, or any provision of state, local or foreign Tax Law (including the Tax Laws of Mexico and India). Purchaser shall timely remit or deposit all withheld amounts with the applicable Governmental Body and provide Seller or the applicable Retained Subsidiary with any return or other document required to be prepared with respect to such deposit or remittance or other evidence of deposit or remittance acceptable to Seller or such Retained Subsidiary, as the case may be. To the extent that amounts are so deducted, withheld and timely and appropriately remitted or deposited with the relevant Governmental Body, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

ARTICLE III

CONSIDERATION

          3.1 Consideration .

     (a)  Preliminary Purchase Price . The preliminary purchase price for the Assets and the covenant not to compete contained in Section 7.13 (Non-Competition) and in the Canada Non-Competition Covenant shall be an amount of cash equal to Seventy-Five Million Dollars ($75,000,000), less (x) the amount of any indebtedness of the Transferred Subsidiaries (other than any indebtedness owed by a Transferred Subsidiary to another Transferred Subsidiary) and indebtedness under Capital Leases as of the Closing Date, plus (y) the amount of cash (not to exceed One Million Five Hundred Thousand Dollars ($1,500,000)) of the Transferred

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Subsidiaries as of the Closing Date (the " Preliminary Purchase Price "). On the Closing Date, Purchaser shall pay the Preliminary Purchase Price, as adjusted pursuant to Section 3.1(b)(i), to Seller in cash, which shall be paid by wire transfer of immediately available United States funds into an account or accounts designated by Seller in writing not less than three (3) Business Days prior to the Closing Date. For Tax purposes, the Preliminary Purchase Price and the adjustment to the Preliminary Purchase Price shall be allocated in accordance with Section 7.10(f) .

     (b)  Adjustment of Preliminary Purchase Price . The Preliminary Purchase Price shall be subject to adjustment as provided in this Section 3.1(b) .

     (i) Estimated Statement . As of the close of business on the fifth (5th) Business Day immediately preceding the Closing Date, Seller will deliver to Purchaser a statement (the " Estimated Statement ") setting forth (A) Seller’s reasonable good faith estimate of (i) the sum of (w) Accounts Receivable, net of applicable reserves (to the extent such reserves are not reflected in clause (ii) below), (x) prepaid expenses of the Business, (y) Inventory, net of applicable reserves (to the extent such reserves are not reflected in clause (ii) below), and (z) other current assets of the Business, minus (ii) the sum of (x) Accounts Payable, (y) accrued compensation of the Business, and (z) other current liabilities of the Business (excluding Excluded Liabilities and the current portion of any indebtedness referred to in clause (x) of Section 3.1(b) ), in each case, calculated as of the Closing Date in accordance with the accounting principles and methodologies (including GAAP) employed by Seller in preparing the Business Balance Sheet and those set forth on Schedule 3.1(b) consistently applied (such amount generally, " Working Capital ," and such amount estimated as of the Closing Date, the " Estimated Working Capital "), and (B) the calculation of the Preliminary Purchase Price, as adjusted pursuant to this Section 3.1(b)(i) (including (i) the amount of indebtedness of the Transferred Subsidiaries (other than any indebtedness owed by a Transferred Subsidiary to another Transferred Subsidiary) and indebtedness under Capital Leases and (ii) the amount of cash of the Transferred Subsidiaries, in each case estimated as of the Closing Date). The Estimated Statement shall be signed by Seller’s Chief Financial Officer and accompanied by reasonable supporting documentation. Purchaser shall have the right to review the Estimated Statement and such supporting documentation or data of Seller and its Subsidiaries as Purchaser may reasonably request. In the event that Purchaser does not agree with Seller’s estimate, Seller and Purchaser shall negotiate in good faith to mutually agree on an acceptable estimate of the Estimated Working Capital, and Seller shall consider in good faith any proposed comments or changes that Purchaser may reasonably suggest; provided , however , that Seller’s failure to include in the Estimated Statement any changes proposed by Purchaser, or the acceptance by Purchaser of the Estimated Statement, shall not limit or otherwise affect Purchaser’s remedies under this Agreement, including Purchaser’s right to include such changes or other changes in the Closing Date Statement, or constitute an acknowledgment by Purchaser of the accuracy of the Estimated Statement. If the Estimated Working Capital is less than the Target Working Capital, the Preliminary Purchase Price payable by Purchaser to Seller at Closing shall be reduced by the amount of such shortfall,

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and if the Estimated Working Capital is greater than the Target Working Capital, the Preliminary Purchase Price payable by Purchaser to Seller at Closing shall be increased by the amount of such excess; provided , however , that if the amount of such reduction or increase is less than One Million Dollars ($1,000,000), then for purposes of this Section 3.1(b)(i) , no adjustment shall be made to the Preliminary Purchase Price.

     (ii) Closing Date Statement . No later than sixty (60) calendar days after the Closing Date, Purchaser shall prepare and deliver to Seller a statement (the " Closing Date Statement ") of the actual (x) Working Capital as of the Closing Date (such amount, the " Closing Date Working Capital "), (y) amount of indebtedness of the Transferred Subsidiaries (other than any indebtedness owed by a Transferred Subsidiary to another Transferred Subsidiary) and indebtedness under Capital Leases as of the Closing Date, and (z) amount of cash of the Transferred Subsidiaries as of the Closing Date, which Closing Date Statement shall be prepared in accordance with the accounting principles and methodologies (including GAAP) employed by Seller in preparing the Business Balance Sheet and those set forth on Schedule 3.1(b) consistently applied. The Closing Date Statement shall be signed by Purchaser’s Chief Financial Officer and accompanied by reasonable supporting documentation. Following the Closing, each of Purchaser and Seller shall give the other party reasonable access at all reasonable times to the properties, books, records and personnel of the Business for purposes of preparing, reviewing and resolving any disputes concerning the Closing Date Statement. Seller shall, and shall use commercially reasonable efforts to cause its accountants to, cooperate with Purchaser and its accountants to the extent required to enable Purchaser to prepare the Closing Date Statement in accordance with this Agreement.

     (iii) Disputes.

               (1) Subject to clause (2) of this Section 3.1(b)(iii) , the Closing Date Statement delivered by Purchaser to Seller shall be deemed to be and shall be final, binding and conclusive on the parties hereto.

               (2) Seller may dispute any amounts reflected on the Closing Date Statement; provided , however , that Seller shall be deemed to have agreed to each item or amount set forth in the Closing Date Statement (and waived any right to dispute the same) unless Seller has notified Purchaser in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within thirty (30) calendar days after Purchaser’s delivery of the Closing Date Statement to Seller. In the event of such a dispute, Seller and Purchaser shall attempt to reconcile their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties hereto; provided , that such amounts shall not be less, with respect to assets, or more, with respect to liabilities, than the amounts shown in Purchaser’s calculation delivered pursuant to

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Section 3.1(b)(ii) nor more, with respect to assets, or less, with respect to liabilities, than the amounts shown in Seller’s calculation delivered pursuant to this Section 3.1(b)(iii)(2) . If Seller and Purchaser are unable to reach a resolution with such effect within thirty (30) calendar days after receipt by Purchaser of Seller’s written notice of dispute, Seller and Purchaser shall submit the items remaining in dispute for resolution to an independent accounting firm of international reputation mutually acceptable to Purchaser and Seller (such accounting firm being referred to herein as the " Independent Accounting Firm "), which shall, within forty five (45) calendar days after such submission, determine and report to Purchaser and Seller upon such remaining disputed items, and such report shall be final, binding and conclusive on the parties hereto. The fees and disbursements of the Independent Accounting Firm shall be allocated between Seller and Purchaser in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that are unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted.

     (iv) Final Closing Date Statement . The Closing Date Statement shall be deemed final and binding for the purposes of this Section 3.1(b) upon the earliest of (A) the failure of Seller to notify Purchaser of a dispute within thirty (30) calendar days of Purchaser’s delivery of the Closing Date Statement to Seller, (B) the resolution of all disputes, pursuant to Section 3.1(b)(iii)(2) , by Purchaser and Seller and (C) the resolution of all disputes, pursuant to Section 3.1(b)(iii)(2) , by the Independent Accounting Firm.

     (v) Purchase Price Adjustment . Within three (3) Business Days after the Closing Date Statement is deemed final and binding pursuant to Section 3.1(b)(iv) (the Working Capital amount reflected on such final Closing Date Statement, the " Final Working Capital "), the Preliminary Purchase Price shall be, if necessary, further adjusted such that Purchaser and Seller receive or make payments to each other so that, after taking into account any prior payments under Section 3.1(b)(i) , each party receives or makes payments in an amount exactly equal to the amount that would have been made under Section 3.1(b)(i) if the Estimated Working Capital had equaled the Final Working Capital and if the amount of indebtedness and cash reflected on the Estimated Statement had equaled the amount of indebtedness and cash reflected on such final Closing Date Statement. All payments to be made under this Section 3.1(b)(v) shall be made on a net basis taking into account payments received under Section 3.1(b)(i) .

     (vi)  Payment . If the amount of any adjustment pursuant to clause (v) above results in an increase in the Preliminary Purchase Price, then Purchaser shall, within three (3) Business Days after the Closing Date Statement is deemed final, pay to Seller the amount of such increase by wire transfer of immediately available funds to the account specified by Seller. If the amount of any adjustment pursuant to clause (v) above results in a decrease in the Preliminary

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Purchase Price, then Seller shall, within three (3) Business Days after the Closing Date Statement is deemed final, pay to Purchaser the amount of such decrease by wire transfer of immediately available funds to the account specified by Purchaser. The Preliminary Purchase Price as so adjusted by Section 3.1(b) , is referred to herein as the " Purchase Price ." Any payment amount shall bear interest thereon from the Closing Date to the date of payment at the rate equal to one percent (1%) above the prime rate of JPMorgan Chase Bank, N.A. on the Closing Date.

ARTICLE IV

CLOSING AND TERMINATION

          4.1 Closing Date . Subject to the satisfaction of the conditions set forth in Sections 8.1 and 8.2 hereof (or the waiver thereof by the party entitled to waive that condition), the closing of the transactions contemplated by this Agreement (the " Closing ") shall take place at the offices of O’Melveny & Myers LLP located at Embarcadero Center West, 275 Battery Street, 26th Floor, San Francisco, California 94111-3305 (or at such other place as the parties may designate in writing) at 10:00 a.m. (San Francisco time) on a date to be specified by the parties, which date shall be no later than the second Business Day after the satisfaction or waiver of each condition to the Closing set forth in Article VIII (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), unless another time or date, or both, are agreed to in writing by the parties hereto. The date on which the Closing shall be held is referred to in this Agreement as the " Closing Date ."

          4.2 Closing Deliveries . At the Closing:

     (a) Seller and, where applicable, Parent or the applicable Subsidiary shall deliver or cause to be delivered to Purchaser:

     (i) a receipt for the Preliminary Purchase Price;

     (ii) the Bill of Sale;

     (iii) the General Assignment;

     (iv) the Trademark Assignment;

     (v) the Patent Assignment;

     (vi) all certificates representing the Transferred Securities, duly endorsed or accompanied by the Stock Powers duly executed in blank with appropriate transfer stamps, if any, affixed, and otherwise sufficient to transfer title to such shares or other equity interests to Purchaser and/or its designee, free and clear of any and all Liens, along with any further documents and evidence of any Third Party Consents that may be required to properly transfer the Transferred Securities;

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     (vii) the Lease Assignments;

     (viii) the Other Instruments, if any;

     (ix) the Transition Services Agreement, in a form as shall be mutually agreed to by Seller and Purchaser in accordance with Section 7.9(b) ;

     (x) the Supply Agreement, in a form as shall be mutually agreed to by Seller and Purchaser in accordance with Section 7.9(a) ;

     (xi) the Canada Non-Competition Covenant executed by Canadian Seller pursuant to Section 7.13(a)(ii) ;

     (xii) duly executed counterparts of the Consents, approvals and registrations referred to in Section 8.1(f) ;

     (xiii) a certificate executed by a duly authorized officer of Seller and Parent certifying as to the matters set forth in Sections 8.1(a) , (b) and 8.1(e); and

     (xiv) all other documents, certificates, instruments, Books and Records or writings required to be delivered by Parent, Seller or any Subsidiary at or prior to the Closing pursuant to this Agreement or otherwise required in connection with the consummation of the transactions contemplated hereby.

     (b) Purchaser shall deliver or cause to be delivered to Seller:

     (i) evidence of the wire transfer of the Preliminary Purchase Price pursuant to Section 3.1(a) ;

     (ii) the Undertaking;

     (iii) the Instruments of Assumption, if any;

     (iv) the General Assignment;

     (v) the Lease Assignments;

     (vi) the Transition Services Agreement;

     (vii) the Supply Agreement;

     (viii) a certificate executed by a duly authorized officer of Purchaser, certifying as to the matters set forth in Sections 8.2(a) and (b) ; and

     (ix) all other documents, certificates, instruments or writings required to be delivered by Purchaser at or prior to the Closing pursuant to this Agreement or otherwise required in connection with the consummation of the transactions contemplated hereby.

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     (c) All deliveries at the Closing as provided for in this Section 4.2 shall be deemed to be made and effected simultaneously and all such deliveries shall be deemed to be in escrow until all such deliveries have been made and effected.

          4.3 Termination of Agreement . This Agreement may be terminated prior to the Closing as follows:

     (a) at the election of Seller or Purchaser on or after April 30, 2007, if the Closing shall not have occurred by the close of business on such date; provided , however , that the terminating party is not in material default of any of its obligations hereunder.

     (b) by mutual written consent of Seller and Purchaser;

     (c) by Seller or Purchaser if there shall have been enacted, issued, promulgated or enforced any Law that makes the consummation of the transactions contemplated hereby illegal, or if there shall be in effect a final nonappealable Order of a Governmental Body of competent jurisdiction permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; it being agreed that the parties hereto shall promptly appeal any adverse determination which is not nonappealable (and pursue such appeal with reasonable diligence);

     (d) by Seller if there shall have been a breach of any representation, warranty, covenant or agreement of Purchaser set forth in this Agreement, which breach would give rise to a failure of a condition set forth in Sections 8.2(a) or (b) , and such breach shall not have been cured within thirty (30) days following receipt by Purchaser of written notice of such breach from Seller; or

     (e) by Purchaser if there shall have been a breach of any representation, warranty, covenant or agreement of Parent or Seller set forth in this Agreement, which breach would give rise to a failure of a condition set forth in Sections 8.1(a) and (b) , and such breach shall not have been cured within thirty (30) days following receipt by Seller of written notice of such breach from Purchaser.

          4.4 Procedure Upon Termination . In the event of termination by Purchaser or Seller, or both, pursuant to Section 4.3 , written notice thereof shall forthwith be given to the other party or parties, specifying the provision of Section 4.3 pursuant to which such termination is made, and this Agreement shall terminate, and the transactions contemplated hereby shall be abandoned, without further action by Purchaser or Seller.

          4.5 Effect of Termination . In the event that this Agreement is validly terminated in accordance with Section 4.3 , then each of the parties shall be relieved of its duties and obligations arising under this Agreement after the date of such termination and such termination shall be without liability to Purchaser, Parent, Seller or any Subsidiary, provided , that no such termination shall relieve any party hereto from liability for any breach of this Agreement and, provided , further , that the obligations of the parties set forth in Sections 7.5 and ARTICLE X (other than Section 10.1 ) hereof shall survive any such termination and shall be enforceable hereunder.

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ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PARENT AND SELLER

          Parent and Seller hereby represent and warrant to Purchaser as follows:

          5.1 Organization and Good Standing; Authorization .

     (a) Each of Parent and Seller is a corporation duly organized, validly existing, and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business (including the Business) as now conducted. Seller is duly qualified or authorized to do business as a foreign corporation and is in good standing under the Laws of each jurisdiction in which it owns or leases real property and each other jurisdiction in which the conduct of its business or the ownership of its assets requires such qualification or authorization, except where the failure to be so qualified, authorized or in good standing would not have a Material Adverse Effect.

     (b) Each of Parent, Seller and the Subsidiaries have all requisite power and authority to execute and deliver this Agreement and each other Transaction Document to which it is a party in connection with the consummation of the transactions contemplated by this Agreement, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Transaction Documents to which Parent, Seller or any such Subsidiary is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Parent, Seller and such Subsidiary. This Agreement has been, and each of the Transaction Documents to which Parent, Seller or any such Subsidiary is a party will be at or prior to the Closing, duly and validly executed and delivered by Parent, Seller and such Subsidiary, and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) this Agreement constitutes, and each Transaction Document to which Parent, Seller or such Subsidiary is a party, when so executed and delivered, will constitute, the legal, valid and binding obligations of Parent, Seller and such Subsidiary, enforceable against each of them in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

          5.2 Conflicts; Consents of Third Parties .

     (a) Except as set forth on Schedule 5.2(a) , none of the execution and delivery by Parent, Seller or the Subsidiaries of this Agreement or the Transaction Documents to which Parent, Seller or any such Subsidiary is a party, the consummation of the transactions contemplated hereby or thereby, or compliance by Parent, Seller or such Subsidiary with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under, any provision of (i) the constituent documents of Parent, Seller or such Subsidiary; (ii) any Contract or Permit to which Parent, Seller or such Subsidiary is a party or by which any of their respective properties or assets are bound; (iii) any Order of any Governmental

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Body applicable to Parent, Seller or such Subsidiary or by which any of their respective properties or assets are bound; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations that would not reasonably be expected to have a Material Adverse Effect.

     (b) Except as set forth on Schedule 5.2(b) , no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to (each, a " Consent "), any Person or Governmental Body is required on the part of Parent, Seller or the Subsidiaries in connection with the execution and delivery of this Agreement or the Transaction Documents to which Parent, Seller or any such Subsidiary is a party or the compliance by Parent, Seller or such Subsidiary with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby, except for (i) compliance with the applicable requirements of the HSR Act and (ii) such Consents, the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect.

          5.3 Subsidiaries .

     (a)  Schedule 5.3(a) hereto sets forth the name of each Subsidiary and (i) with respect to each Transferred Subsidiary, the jurisdiction in which it is incorporated or organized, the number of shares of its authorized capital stock or aggregate equivalent equity interests, the number and class of shares or other equity interests thereof duly issued and outstanding, the names of all stockholders or other equity owners and the number of shares of stock owned by each stockholder or the amount of equity owned by each equity owner, and (ii) with respect to each Retained Subsidiary, whether it is wholly-owned by Seller or another Retained Subsidiary and, if not so wholly-owned, the names of all stockholders or other equity owners and the number of shares of stock owned by each stockholder or the amount of equity owned by each equity owner. All of the issued and outstanding shares of capital stock or equity interests of each Transferred Subsidiary were duly authorized for issuance and are validly issued, fully paid and non-assessable and are not subject to, nor were they issued in violation of, preemptive rights, and all such shares or other equity interests represented as being owned (directly or indirectly) by Seller or a Subsidiary are owned by it free and clear of any and all Liens except as set forth on Schedule 5.3(a) hereto. There is no existing option, warrant, call, right, phantom stock right, stock appreciation right or Contract of any character to which any Subsidiary or Seller is a party requiring, and there are no securities of any Transferred Subsidiary outstanding which upon conversion, exercise or exchange would require, the issuance or transfer of any shares of capital stock or other equity securities of any Transferred Subsidiary or other securities convertible into, exercisable or exchangeable for or evidencing the right to subscribe for or purchase shares of capital stock or other equity securities of any Transferred Subsidiary, nor are there any equity equivalent interests or other similar rights in the ownership or earnings of any Transferred Subsidiary. No Transferred Subsidiary or stockholder thereof is a party to any voting trust or other Contract with respect to the voting of the shares of capital stock or other equity interests of such Transferred Subsidiary, or any other agreement relating to the issuance, redemption, registration, sale, transfer or other disposition of any capital stock or other equity interests of such Transferred Subsidiary.

     (b) Each Subsidiary is a corporation or other entity duly organized, validly existing, and in good standing or its equivalent under the Laws of the jurisdiction of its organization and

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has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business (including the Business) as now conducted. Each Subsidiary is duly qualified or authorized to do business as a foreign corporation and is in good standing under the Laws of each jurisdiction in which it owns or leases real property or in which the conduct of its business or the ownership of its assets requires such qualification or authorization (except for any jurisdictions in which the failure to be so qualified, authorized or in good standing would not have a Material Adverse Effect).

     (c) Except as set forth on Schedule 5.3(a) , neither Seller nor the Subsidiaries, directly or indirectly, owns any voting securities or other voting equity interests in any entity (other than the Subsidiaries) that owns assets or properties or conducts operations used or held for use primarily in, or related primarily to, the Business. Neither Seller nor any of the Subsidiaries has, owns or controls (of record or beneficially), directly or indirectly, any interest in any other Person (other than the Subsidiaries), or is a party to or participant in any partnership, joint venture or other similar investment, related to the Business. Neither Seller nor any of the Subsidiaries is subject to any obligation or requirement to provide funds to or make any investment (whether in the form of a loan, capital contribution or otherwise) in any Person related to the Business.

          5.4 Financial Statements .

     (a) Seller has delivered to Purchaser copies of (i) the unaudited balance sheets of the Business as of December 31, 2004 and 2005 and the related unaudited statements of income and of cash flows of the Business for the years ended December 31, 2003, 2004 and 2005, and (ii) the unaudited balance sheet of the Business as of November 30, 2006 and the related unaudited statements of income and cash flows of the Business for the nine month period then ended (such annual statements described in clause (i), including the related notes and schedules thereto, are referred to herein as the " Annual Financial Statements ," and such interim statements described in clause (ii) are referred to herein as the " Interim Financial Statements ," and, together with the Annual Financial Statements, the " Financial Statements "). Except as set forth in the notes thereto, each of the Financial Statements has been prepared on a stand-alone basis with respect to the Business in accordance with GAAP consistently applied and consistent with the assumptions and methodologies set forth on Schedule 5.4(a)(i) and presents fairly in all material respects the financial position, results of operations and cash flows of the Business as at the dates and for the periods indicated therein. For the purposes hereof, the unaudited balance sheet of the Business as at November 30, 2006 (a copy of which is attached to Schedule 5.4(a)(ii) ) is referred to as the " Business Balance Sheet " and November 30, 2006 is referred to as the " Balance Sheet Date ."

     (b)  Books and Records . Except as set forth on Schedule 5.4(b) , the books of account and other records of the Business, and the stock record and minute books and other corporate records of the Transferred Subsidiaries, all of which have been made available to Purchaser, (i) with respect to Seller and the Retained Subsidiaries (and the Business as it relates to Seller and the Retained Subsidiaries) (ii) with respect to each Transferred Subsidiary (and the Business as it relates to such Transferred Subsidiary) since the Seller Acquisition Date (as defined below), and (iii) to the Knowledge of Seller, with respect to each Transferred Subsidiary (and the Business as it relates to such Transferred Subsidiary) prior to the Seller Acquisition Date (as

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defined below), are in each case in all material respects complete and correct and have been maintained in accordance with sound business practices. Except as set forth on Schedule 5.4(b) , he minute books of the Transferred Subsidiaries contain accurate and complete records of all meetings held of, and corporate action taken by, the stockholders, the boards of directors and any committees of the boards of directors of the Transferred Subsidiaries since the date that Seller acquired or formed such Transferred Subsidiary (the " Seller Acquisition Date " for such Subsidiary), and no meeting of any of the stockholders, board of directors or committees of any of the Transferred Subsidiaries has been held since its respective Seller Acquisition Date for which minutes have not been prepared and are not contained in such minute books. To the Knowledge of Seller, no meeting of any of the stockholders, board of directors or committees of any of the Transferred Subsidiaries has been held prior to its respective Seller Acquisition Date for which minutes have not been prepared and are not contained in such minute books. At the Closing, all of such books and records, to the extent they constitute Books and Records, will be in the possession of Seller and the Subsidiaries.

     (c)  Internal Controls . Parent and Seller have established and maintain, adhere to and enforce a system of internal accounting controls with respect to the Business which are in all material respects effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements (including the Financial Statements) in accordance with GAAP and Schedule 5.4(a)(i) .

     (d)  Accounts Receivable . Seller has made available to Purchaser a list of all Accounts Receivable as of the Balance Sheet Date, together with a range of days elapsed since invoice. Except to the extent, if any, reserved for on the Financial Statements, and except as set forth on Schedule 5.4(d) , all Accounts Receivable reflected on the Financial Statements arose from, and all Accounts Receivable of Seller and the Subsidiaries existing on the Closing Date will have arisen from, the sale of Inventory or services rendered in the Ordinary Course of Business to Persons not Affiliated with Parent, Seller or the Subsidiaries. All such Accounts Receivable are carried on the Books and Records of Seller or the applicable Subsidiary, as the case may be, at values, net of allowance for doubtful accounts, determined in accordance with GAAP consistently applied, and are collectible except to the extent of the reserves therefor set forth in the Business Balance Sheet or, for receivables arising subsequent to the Balance Sheet Date, as reflected on the Books and Records of Seller (which are in each case prepared in accordance with GAAP consistently applied and the reserve practices and methodology used in preparation of the Business Balance Sheet), and none of such accounts receivable is, or at the Closing Date will be, subject to any counterclaim or set-off, except for counterclaims or set-offs in the Ordinary Course of Business. Except as set forth on Schedule 5.4(d) , no person has any lien on any of the Accounts Receivable.

     (e)  Inventory . Except as set forth on Schedule 5.4(e) , the Inventory is or as of the Closing Date will be in the physical possession of Seller or a Subsidiary, or will be in transit to the Leased Real Property or the Owned Properties, or will be in the possession or control of a customer of the Business. Subject to amounts reserved therefor on the Financial Statements, (i) none of the Inventory has been pledged as collateral or otherwise is subject to any Lien (other than a Permitted Exception or as set forth on Schedule 5.4(e) ) or is held on consignment from others, (ii) the values at which all Inventory is carried on the Financial Statements reflect the historical inventory valuation policy of the Business, and (iii) the Inventory is in good and

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merchantable condition in all material respects and is suitable and usable in all material respects for the purposes for which it is intended in the Ordinary Course of Business. All of the Inventory has been acquired by Seller or a Subsidiary only in bona fide, arms-length transactions entered into in the Ordinary Course of Business.

     (f)  Rebates . The Business Balance Sheet reflects all Rebates granted or accrued or committed to be granted or accrued by Seller or any Subsidiary prior to the Balance Sheet Date, and Seller and the Subsidiaries have not granted or accrued or committed to grant or accrue any Rebates since the Balance Sheet Date except in the Ordinary Course of Business and in an amount that would result in a decrease of no more than 5% in annual revenue attributable to any such customer on an individual basis.

          5.5 No Undisclosed Liabilities . All of the Liabilities reflected on the Business Balance Sheet are related to the Business. Except (i) to the extent reflected or reserved against in the Business Balance Sheet, (ii) for Liabilities that are incurred after the date of the Business Balance Sheet and prior to the date hereof in the Ordinary Course of Business consistent with past practices, (iii) for Liabilities that are incurred after the date hereof in accordance with the terms hereof, or (iv) for Excluded Liabilities, there are no material Liabilities or other material obligations of any nature whatsoever relating to the Business or of the Transferred Subsidiaries.

          5.6 Absence of Certain Developments . Except as expressly contemplated hereby, from the Balance Sheet Date to the date of this Agreement, (i) Seller and the Subsidiaries have conducted the operations of the Business only in the Ordinary Course of Business consistent with past practice and have not taken any action that would have been prohibited by Section 7.2 if this Agreement had been in effect at the time such action was taken and (ii) there has not been any Material Adverse Effect.

          5.7 Taxes . Except as set forth on Schedule 5.7 :

     (a) All Tax Returns required to be filed by each of the Transferred Subsidiaries have been timely filed. All Taxes required to be paid (whether or not shown to be due on such Tax Returns) by each of the Transferred Subsidiaries have been timely paid. All such Tax Returns are true, correct and complete in all material respects. All material Tax Returns required to be filed by each of Seller and the Retained Subsidiaries in connection with the Business have been timely filed. Seller and the Retained Subsidiaries each has paid all Taxes required to be paid by them, the nonpayment of which would result in a Lien or other encumbrance on the Assets in the hands of Purchaser, excepting in each case such Taxes as will not be due until after the Closing Date.

     (b) There is no Legal Proceeding, investigation, audit or examination proposed in writing or currently pending against or with respect to any of the Transferred Subsidiaries or in connection with the Business in respect of any Tax. No deficiencies for any Taxes which have not been resolved have been proposed in writing, asserted or assessed in writing against any of the Transferred Subsidiaries or in connection with the Business.

     (c) All material Taxes required to have been withheld by each of the Transferred Subsidiaries or in connection with the Business have been withheld and paid over to the proper Governmental Body.

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     (d) There are no Liens for Taxes upon any property or assets of any of the Transferred Subsidiaries or the Assets (other than for Taxes not yet due and payable).

     (e) None of the Transferred Subsidiaries has any liability for the Taxes of any Person including under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign law), as a transferee or successor (other than for Taxes of an affiliated group of which the common parent is Parent). None of the Transferred Subsidiaries is a party to, is bound by or has any obligation under, any tax sharing agreement or similar contract or any agreement that obligates it to make any payment for Taxes of any other Person (other than an obligation (x) in any customary agreements with customers, vendors or the like entered into in the Ordinary Course of Business or in any customary credit agreement and (y) with respect to property taxes payable for properties leased to the Transferred Subsidiaries).

     (f) None of the Transferred Subsidiaries organized under the Laws of a country other than the United States (the " Foreign Transferred Subsidiaries ") has a permanent establishment in a jurisdiction other than the jurisdiction of its incorporation.

     (g)  Schedule 5.7(g) sets forth each jurisdiction in which each of the Transferred Subsidiaries files a Tax Return.

     (h) None of the Transferred Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any period (or any portion thereof) ending after the Closing Date as a result of any: (i) installment sale or other open transaction disposition made on or prior to the Closing Date; or (ii) prepaid amount received on or prior to the Closing Date.

     (i) All charges for amounts payable or amounts receivable among any of Seller or the Retained Subsidiaries, on the one hand, and any of the Transferred Subsidiaries, on the other hand, have been made at arms’ length for fair value.

     (j)  Schedule 5.7(j) sets forth a complete and accurate list of all material agreements, rulings, settlements or other similar Tax documents relating to Tax incentives between any of the Foreign Transferred Subsidiaries and a Governmental Body.

     (k) All conditions (including filing of Tax or any other information or regulatory returns) relating to grant of any license or approval for claiming any Tax holiday or any other Tax benefit by GenTek Technology Pvt. Ltd. have been fulfilled. Further, there is no litigation challenging the availability of any such Tax holiday or Tax benefit.

     (l) Canadian Seller is not a non-resident of Canada for purposes of the Income Tax Act (Canada).

          5.8 Real Property .

     (a)  Schedule 5.8(a) sets forth a true and complete list of all real property and interests in real property owned in fee by Seller and the Subsidiaries that are primarily used or held for use in connection with the Business, other than the Concord Facility (individually, an " Owned Property " and collectively, the " Owned Properties "). Seller or the Subsidiaries, as applicable,

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have good and marketable fee title to all Owned Properties, free and clear of all Liens of any nature whatsoever except (i) Liens set forth on Schedule 5.8(a) and (ii) Permitted Exceptions. Seller has made available to Purchaser copies of all deeds, title reports and policies and surveys for the Owned Properties in the possession of Seller or the Subsidiaries.

     (b)  Schedule 5.8(b) sets forth a true and complete list of all leases of real property by Seller and the Subsidiaries that are primarily used or held for use in connection with the Business (individually, a " Real Property Lease " and collectively, the " Real Property Leases "). The Real Property Leases, together with the Owned Properties, constitute all material interests in real property currently used or currently held for use primarily in connection with the Business. There does not exist any actual or, to the Knowledge of Seller, threatened or contemplated condemnation or eminent domain proceedings that affect the Real Property Leases or any part thereof, and Seller has not received any written notice of the intention of any Governmental Body or other Person to take or use all or any part thereof. Each of the Owned Properties and real property subject to any Real Property Lease, and all buildings, fixtures and improvements thereon, are adequate in all material respects for their intended use in the operation of the Business as currently conducted.

     (c) The zoning and land use regulation of each parcel of Owned Property and real property subject to any Real Property Lease permits the presently existing improvements located thereon and the continuation of the business presently being conducted on such parcel. There is no pending or, to the Knowledge of Seller, contemplated rezoning of any Owned Property or Real Property Lease. Each Owned Property and Real Property Lease is in compliance with applicable state law and local subdivision ordinances.

     (d) There are no contracts or options to sell the Owned Property or any portion of the Owned Property which are presently in effect. Except as set forth on Schedule 5.8(d), neither Seller nor any of its Subsidiaries have entered into any leases with respect to the Owned Property or subleases of the Real Property Leases.

          5.9 Tangible Personal Property . Except as set forth on Schedule 5.9(i) , Seller or the Subsidiaries, as applicable, have good and marketable title to, or a valid leasehold interest in, each of the items of Tangible Personal Property reflected in the Business Balance Sheet (except as sold or disposed of subsequent to the date thereof in the Ordinary Course of Business consistent with past practice) or otherwise included in the Assets, free and clear of any and all Liens other than the Permitted Exceptions. All of such Tangible Personal Property, taken as a whole, is in good operating condition and repair, reasonable wear and tear excepted, has been reasonably maintained in accordance with normal industry practice, and is usable in the Ordinary Course of Business and is suitable, sufficient in amount, size and type and adequate, in each case, in all material respects, for the uses for which they are used to carry on the Business as now conducted. Schedule 5.9(ii) sets forth a list of all Tangible Personal Property that will remain at the Concord Facility following the shutdown of operations currently in progress at the Concord Facility (the "Remaining Concord Assets").

          5.10 Intellectual Property .

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     (a)  Schedule 5.10(a) contains a list (by name, part number and other appropriate product identifiers) of all products (excluding products in development) sold, distributed or otherwise disposed of during 2005 and 2006 by Seller or any of the Subsidiaries in connection with the Business, and such list is complete and accurate in all material respects. None of such products, nor any other Product, is a Retained Aviation Product.

     (b) The Business Intellectual Property constitutes all the Intellectual Property necessary for Purchaser to conduct the Business in substantially the same manner as it is currently operated or included or incorporated in the Products as currently sold, distributed or otherwise disposed of. Seller or its Subsidiaries is the exclusive owner of all right, title and interest in and to (free and clear of all encumbrances except Permitted Exceptions or as set forth on Schedule 5.10(b) ) the Business Intellectual Property other than In-Licensed IP.

     (c)  Schedule 5.10(c) sets forth a list (as of the date of this Agreement) of all U.S. and foreign Patents, Marks and Copyrights, in each case included in the Business Intellectual Property, registered by or on behalf of Seller or any Subsidiary with any Governmental Body, such list including the jurisdiction