EXHIBIT 2.1 INTERNATIONAL SHARE AND BUSINESS SALE AGREEMENT

(1)

Akzo Nobel N.V. , a public limited liability company incorporated in the Netherlands, whose corporate seat is in Arnhem, the Netherlands, and whose address is at Velperweg 76, 6824 BM, Arnhem, the Netherlands, (“ Seller ”);

(2)

Albemarle Catalysts International, L.L.C. , a limited liability company formed under the laws of the State of Delaware, United States of America, and whose address is at 330 South Fourth Street, Richmond, Virginia, 23218, (“ Purchaser ”); and

(3)

Albemarle Corporation , a corporation incorporated under the laws of the Commonwealth of Virginia, United States of America, and whose address is at 330 South Fourth Street, Richmond, Virginia, 23218, (“ Purchaser Parent ”).

A.

Seller wishes to sell and procure the transfer of the Group to Purchaser, who wishes to acquire same;

B.

Seller and Purchaser Parent entered into the Confidentiality Agreement, pursuant to which certain confidential information relating to the Group was made available to representatives of Purchaser Parent;

C.

Seller prepared the Data Room containing information concerning the Group and representatives of Purchaser Parent were allowed access to the Data Room for purposes of the Due Diligence Investigation, were given the opportunity to attend and participate in management presentations and interviews, and meetings between pension, environmental, accounting and tax experts from the Seller’s Group on the one hand and the Purchaser Group on the other hand, and to make site visits, and were allowed to submit questions during the Due Diligence Investigation;

D.

The Parties wish to agree to the sale, purchase and transfer of the Group on the terms and conditions set out in this Agreement.

1.

Interpretation

1.1

Definitions

1.2

References to persons and companies

1.2.1

a person include any individual, company, partnership or unincorporated association (whether or not having separate legal personality); and

1.2.2

a company include any company, limited liability company, limited partnership, corporation or any body corporate, wherever incorporated or organised.

1.3

References to subsidiaries and holding companies

1.3.1

holds a majority of the voting rights or equity interests in it; or

1.3.2

has the right to appoint or remove a majority of its board of directors or equivalent managing body; or

1.3.3

controls alone, or pursuant to an agreement with other shareholders or members, a majority of the voting rights in it.

1.4

References to Clauses, Schedules, Parts and Paragraphs

1.5

References to Share Sellers, Business Sellers, Share Purchasers and Business Purchasers

1.5.1

Any reference in this Agreement to a liability or obligation of a Share Seller or Business Seller shall be deemed to incorporate a reference to an obligation on the part of Seller to procure that the relevant liability is discharged or obligation is performed, subject to the terms and conditions set out herein.

1.5.2

Any reference in this Agreement to a liability or obligation of a Share Purchaser or Business Purchaser shall be deemed to incorporate a reference to an obligation on the part of Purchaser to procure that the relevant liability is discharged or obligation is performed, subject to the terms and conditions set out herein.

1.6

Information

1.7

Drafting Party

1.8

Legal terms

2.

Sale and purchase

2.1

Shares; Business Assets; Business Liabilities

2.1.1

On and subject to the terms and conditions of this Agreement, Seller hereby, itself and on behalf of the Share Sellers and Business Sellers, sells the Group to Purchaser, who hereby, itself and on behalf of the Share Purchasers and the Business Purchasers, purchases the Group, which sale comprises all of the right, title and interest of Seller, the Share Sellers and Business Sellers in and to:

(i)

the Shares;

(ii)

the Seller’s Intellectual Property;

(iii)

the Fixed Assets;

(iv)

the Business Inventory;

(v)

the Business Receivables;

(vi)

the Contracts (on the terms set out in Schedule 8 (Part 3));

(vii)

the Claims (to the extent that same can lawfully be assigned); and

(viii)

the Goodwill.

2.1.2

Save as expressly otherwise provided in this Agreement, the Shares are sold free and clear of any Encumbrances, and the Business Assets are sold free and clear of any Encumbrances, other than Permitted Encumbrances. The Shares and the Business Assets shall be transferred in accordance with the provisions of this Agreement, the Shares free and clear of any Encumbrances, and the Business Assets free and clear of any Encumbrances, other than Permitted Encumbrances.

2.1.3

Any rights and assets of any member of Seller’s Group (excluding the Companies) which are

not expressly included in Clause 2.1.1 are excluded from the sale of the Group under this Agreement. Without detracting from the generality of the foregoing and for the avoidance of doubt, all Cash relating to the Businesses is excluded from the sale of the Group under this Agreement.

2.1.4

Purchaser shall procure the acceptance, as of Closing, by the relevant Business Purchasers of the transfer and the assumption, due and punctual payment, satisfaction, discharge, performance or fulfilment by the relevant Business Purchasers of all Business Liabilities (the “ Assumed Liabilities ”).

2.1.5

In effecting the transfer of the Group:

(i)

the provisions of Schedule 6 shall apply in respect of the Employees; and

(ii)

the provisions of Schedule 7 shall apply in respect of the Retirement Benefits Plans.

2.2

Intra-Group Claims

2.3

Nomination of other purchasers

2.3.1

Purchaser has nominated certain wholly owned members of Purchaser’s Group to purchase the Shares and Businesses, as set out in Schedule 2. Subject to Clause 2.3.2, Purchaser shall be entitled to nominate, at its own cost, by notice in writing to Seller at any time up to 5 (five) Business Days prior to the Closing Date, one or more other purchasers to purchase the Shares or any part thereof and/or one or more of the Businesses (and to assume the corresponding Business Liabilities). Schedule 2 shall be deemed to be amended accordingly so as to give effect to any such nomination.

2.3.2

Subject to applicable Laws requiring nominee Shareholders, Purchaser may only nominate a wholly-owned member of Purchaser’s Group as a purchaser pursuant to Clause 2.3.1.

2.4

Singular liability and right to claim

2.4.1

None of the Share Sellers or Business Sellers, with the exception of Seller, shall have any payment liability under this Agreement. Seller shall be fully liable under this Agreement for any breach or non-performance of any obligation or liability under this Agreement by any of the Share Sellers or Business Sellers. Only Purchaser may seek recourse against Seller for performance or breach by Seller, a Share Seller or a Business Seller of its obligations under this Agreement.

2.4.2

Purchaser, the Share Purchasers and Business Purchasers shall have joint and several

liability under this Agreement. Purchaser shall be primarily liable under this Agreement for any breach or non-performance thereof by any of the Share Purchasers or Business Purchasers nominated by Purchaser pursuant to the provisions of Clause 2.3.1. Seller shall first seek recourse against Purchaser, a Share Purchaser or a Business Purchaser for performance or breach by such entity of its obligations under this Agreement before seeking any claim under this Agreement against Purchaser Parent pursuant to Clause 13; provided that if Purchaser, the relevant Share Purchaser or the relevant Business Purchaser, is, in Seller’s sole discretion, unable or unwilling to provide recourse, Seller may proceed directly against Purchaser Parent, without any obligation to pursue arbitration against Purchaser, or such Share Purchaser or Business Purchaser.

2.4.3

Notwithstanding the provisions of Clauses 2.4.1 and 2.4.2, a third party stipulation (` derdenbeding´ ) expressly identified as such in this Agreement, shall be for the benefit of and enforceable by the relevant third parties.

2.5

Local Transfer Documents

2.5.1

At Closing, Seller and Purchaser shall execute or, as the case may be, shall procure the execution by the relevant Share Sellers, Business Sellers, Share Purchasers and Business Purchasers, as the case may be, of such agreements, deeds, transfers, conveyances and other documents (subject to the relevant local Law and otherwise as may be agreed between Seller and Purchaser) to implement the transfer, at Closing, of the Shares, the Businesses, the Business Assets, and the Intra-Group Claims, said documents to be substantially in the form of the documents forming part of Schedule 9 or, if not included in said Schedule, to be prepared in such form as the Parties may mutually agree to prior to Closing, (the “ Local Transfer Documents ” and each, a “ Local Transfer Document ”).

2.5.2

To the extent that the provisions of a Local Transfer Document are inconsistent with provisions of this Agreement (excluding said Local Transfer Document):

(i)

the provisions of this Agreement shall prevail; and

(ii)

Seller and Purchaser shall procure that, so far as permissible under the Laws of the relevant jurisdiction, the provisions of the relevant Local Transfer Document are adjusted to the extent necessary to give effect to the provisions of this Agreement (or, to the extent this is not permissible, Seller shall indemnify, defend and hold harmless Purchaser against all Losses suffered by Purchaser and the relevant Share Purchaser or Business Purchaser or, as the case may be, Purchaser shall indemnify, defend and hold harmless Seller against all Losses suffered by Seller and the relevant Share Seller or Business Seller, in either case, through or arising from the inconsistency between the Local Transfer Document and this Agreement as appropriate to reflect the intended business agreement among the Parties).

2.5.3

If there is an adjustment to the payment made on account of the Purchase Price under

Clause 7 which relates to a part of the Group which is the subject of a Local Transfer Document, then, if required to implement the adjustment and so far as permissible under the Laws of the relevant jurisdiction, Seller shall or, as the case may be, shall procure that the relevant Share Seller or Business Seller shall, and Purchaser shall or, as the case may be, shall procure that the relevant Share Purchaser or Business Purchaser shall, enter into a supplemental agreement reflecting such adjustment and the allocation of such adjustment, as appropriate.

3.

Consideration

3.1

Group; Intra-Group Claims

3.1.1

The consideration payable for the Group (the “ Purchase Price ”) shall be an amount equal to the aggregate of:

(i)

the Bid Value; plus

(ii)

aggregate Working Capital Adjustments; plus

(iii)

aggregate Cash Balances; plus

(iv)

aggregate Company Intra-Group Non-Trade Receivables; minus

(v)

aggregate Third Party Indebtedness; minus

(vi)

aggregate Company Intra-Group Indebtedness.

3.1.2

The consideration payable for the Intra-Group Claims (the “ Intra-Group Claims Transfer Amount ”) shall be an amount equal to the aggregate of the Company Intra-Group Indebtedness and the Working Capital Intra-Group Trade Payables Claims.

3.2

Payments at Closing

3.2.1

At Closing, an estimate of the Purchase Price (the “ Estimated Purchase Price ”), equal to the aggregate of the following amounts, shall be paid in terms of Clause 6.2.1:

(i)

the Bid Value; plus

(ii)

aggregate estimated Working Capital Adjustments; plus

(iii)

aggregate estimated Cash Balances; plus

(iv)

aggregate estimated Company Intra-Group Non-Trade Receivables; minus

(v)

aggregate estimated Third Party Indebtedness; minus

(vi)

aggregate estimated Company Intra-Group Indebtedness.

3.2.2

At Closing, an estimate of the Intra-Group Claims Transfer Amount (the “ Estimated Intra-Group Claims Transfer Amount ”), equal to the aggregate of the estimated Company Intra-Group Indebtedness and estimated Working Capital Intra-Group Trade Payables Claims, shall be paid in terms of Clause 6.2.1.

3.3

Allocation

3.4

VAT

3.5

Adjustment to Purchase Price

4.

Conditions Precedent

4.1

Conditions

4.1.1

In accordance with the HSR Act and other Competition Laws, all filings in the United States of America, Brazil, Finland, France, Germany, and Japan, and such other required jurisdictions as Seller and Purchaser may mutually agree, shall have been made and all consents, approvals, notices, judgments or other actions in respect of such filings, to the extent that same is legally required to proceed with Closing, shall have been obtained on terms acceptable to Purchaser and Seller and all compulsory waiting periods (including extensions thereto) under said filings shall have expired or been earlier terminated, provided that the terms of any consents, approvals, notices, judgments or other actions shall be deemed acceptable to Seller and Purchaser unless such terms impose conditions, limitations or restrictions that would materially adversely affect the operations of the Group or of Purchaser’s Group;

4.1.2

In respect of JV Brazil, (i) Petrobras Quimica S.A. shall have waived or elected not to exercise any right of first refusal or other similar rights to acquire the Shares in JV Brazil, and (ii) the relevant corporate body of JV Brazil shall have approved the transfer of the Shares in JV Brazil to the relevant Share Purchaser of the Shares in JV Brazil, and Purchaser shall have received written evidence of the foregoing;

4.1.3

In respect of JV Japan, the relevant corporate body of JV Japan shall have approved the transfer of the Shares in JV Japan to the relevant Share Purchaser of the Shares in JV Japan, and Purchaser shall have received written evidence of the foregoing;

4.1.4

In respect of JV Eurecat, either (i) IFP Investissements SA shall have waived or elected not to exercise its right of first refusal or other similar rights to acquire the Shares in JV Eurecat, or (ii) the relevant corporate body of JV Eurecat shall have approved the transfer of the Shares in JV Eurecat to the relevant Share Purchaser of the Shares in JV Eurecat, and Purchaser shall have received written evidence of the foregoing;

4.1.5

No court or Governmental Authority of competent jurisdiction, shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, non-appealable judgment, decree, injunction or other order that is in effect on the Closing Date and enjoins, restrains or prohibits this Agreement or the consummation of any of the transactions contemplated hereby;

4.1.6

There shall not be pending or threatened any action or proceeding by a bona fide third party (including any Governmental Authority) seeking to enjoin or restrain consummation of the transactions contemplated by this Agreement; and

4.1.7

Between the Signing and the Closing Date, there shall have not occurred (i) the destruction of all or substantially all of the Amsterdam Site or the Pasadena Site, or (ii) any other such event that has or is likely to have a material adverse effect only on the Group or the Operations, taken as a whole, and not arising as a result of the announcement of the Transaction (“ Material Adverse Change ”).

4.2

Responsibility for satisfaction

4.2.1

The Parties covenant and undertake to use their respective commercially reasonable efforts to procure the satisfaction, as soon as possible, of the conditions precedent set out in Clause 4.1, it being agreed that:

(i)

with reference to Clause 4.1.1, Seller and Purchaser shall by no later than 5 (five) Business Days after Signing, file with the United States Federal Trade Commission (the “ FTC ”), the United States Department of Justice (the “ DOJ ”) and the relevant Governmental Authorities relating to the other jurisdictions referred to in Clause 4.1.1, the notification and report form, if any, required for the Transaction and any supplemental information required in such initial filing pursuant to the HSR Act and other applicable Competition Laws; and

(ii)

Purchaser and Seller shall each bear 50% (fifty percent) of all filing fees and other out-of-pocket costs (excluding attorneys’ fees) incurred in relation to any competition, anti-trust or similar filing required to be made in any jurisdiction in connection with Purchaser’s acquisition of the Group.

4.2.2

Without prejudice to Clause 4.2.1, the Parties agree that all requests and enquiries from and information provided to any Governmental Authority shall be dealt with by Seller and Purchaser in consultation with each other and Seller and Purchaser shall promptly co-operate with and provide all necessary information and assistance reasonably required by any such Governmental Authority upon being requested to do so by the other.

4.3

Satisfaction/Waiver

4.3.1

Immediately upon becoming aware of the same, (i) Purchaser and Seller shall give notice to each other of the satisfaction of any of the conditions precedent set out in Clause 4.1.1; and (ii) Seller shall give notice to Purchaser of satisfaction of the conditions precedent set out in Clauses 4.1.2 through 4.1.4.

4.3.2

The conditions precedent set out in Clauses 4.1.1 through 4.1.7 may only be waived by written agreement between Seller and Purchaser.

5.

Pre-Closing covenants

5.1

Conduct of business

5.1.1

carry on the business of the Group as a going concern in the ordinary course as carried on prior to Signing;

5.1.2

maintain in effect full coverage under the Insurance Policies (including, without limitation, all insurance coverage by Seller on behalf of the Group, whether funded by a third party or Seller) for events, occurrences or accidents occurring prior to the Effective Time to the extent that same relate to a Company, Business Seller (in relation to a Business) or Joint Venture;

5.1.3

preserve intact the business of the Group and its relationship with its officers, employees, suppliers, distributors, customers and other third parties in respect thereof;

5.1.4

maintain and keep the Business Assets, the Company Assets and the JV Assets in such repair, working order and condition as is sufficient for operation in the ordinary course of business;

5.1.5

perform in all material respects all of the obligations of any Joint Venture, Company or other member of Seller’s Group under each Contract;

5.1.6

maintain the books of account and records of the Businesses, the Companies and the Joint Ventures in the usual and regular manner;

5.1.7

comply in all material respects with all Laws applicable to the Operations and the Group;

5.1.8

not make any commitments, expenditures or investments (other than (i) raw material and component purchases in the ordinary course of business, and (ii) capital expenditure in accordance with budgets approved and provided to Purchaser prior to Signing) in excess of EUR 1,000,000 (one million euro) in the aggregate and not enter into any transaction with any Affiliate outside of the ordinary course of business;

5.1.9

promptly advise Purchaser in writing of (i) any emergency (as described in Clause 4.1.7) or other material change in the normal course of business or operations of any Business, Company or Joint Venture and (ii) any governmental or any other third party complaints, investigations or hearings (or communications indicating that the same may be contemplated) with respect to any Business, Company or Joint Venture;

5.1.10

promptly advise Purchaser of any material adverse change in the operations or financial condition of any Business, any Company or any Joint Venture;

5.1.11

collect the accounts receivable of the Group in the ordinary course of business;

5.1.12

pay the Group’s accounts payable and employee accruals in the ordinary course of business;

5.1.13

file all Tax returns of each Company, Joint Venture and Business Seller and pay all Taxes of each Company, Joint Venture and Business Seller as and when due as required under applicable Law;

5.1.14

not change any accounting methods or practices of the Group;

5.1.15

not change any Tax accounting method of, or make any Tax election (except as permitted by this Agreement) for, or settle or compromise any Tax liability of, any Company, Joint Venture and Business Seller;

5.1.16

not create, allot or issue, or allow to be created, issued or allotted, any share capital of any Company or Joint Venture;

5.1.17

continue to perform or cause to be performed any environmental remediation or improvement projects or employee health or safety programs affecting the Operations that were in progress at Signing, subject to reasonable modifications to such projects and programs;

5.1.18

not permit any Joint Venture to issue, distribute, pay or otherwise make, declare or authorise any dividend, distribution or other payment to any member of Seller’s Group other than any such dividend, distribution or other payment issued, distributed, paid or otherwise made, declared or authorised in the ordinary course of business consistent with past practice and not in excess of the amount permitted under the Constitutional Documents of such Joint Venture, and the issuance, distribution, payment or other making of which would not result in such Joint Venture having insufficient funds to pay for capital expenditures planned for such Joint Venture for the twelve-month period commencing on the Closing Date;

5.1.19

not repay, redeem or repurchase, or allow to be repaid, redeemed or repurchased, any share capital of any Company or any Joint Venture;

5.1.20

subject to any patent or trade mark applications being irrevocably refused for not meeting relevant standards and subject to irrevocable revocation in opposition, continue to maintain and protect or cause to be maintained and protected each item of Acquired Intellectual Property so that all such items remain valid and subsisting, such maintenance to include, without limitation, timely filing in the Netherlands or foreign jurisdictions, to meet any due dates or bar dates, all necessary documents, such as applications, responses, petitions, affidavits, and certificates, paying all necessary fees, such as registration, maintenance, annuity, and renewal fees; and undertaking all other actions necessary to maintain the validity and subsistence of the Acquired Intellectual Property; or

5.1.21

sell, assign, pledge, hypothecate or otherwise transfer any asset or property used or held for use in connection with the Group over a value of EUR 1,000,000 (one million euro), other than sales of inventory in the ordinary course of business.

5.2

Excused conduct

5.3

Intra-group agreements

5.4

Estimated Working Capital Statements; Estimated Indebtedness Statements

5.4.1

No later than 5 (five) Business Days prior to Closing, Seller shall deliver to Purchaser the Estimated Indebtedness Statements and the Estimated Working Capital Statements.

5.4.2

Each Estimated Indebtedness Statement will be drawn up in the form set out in Schedule 13 (Part 1) and each Estimated Working Capital Statement will be drawn up in the form set out in Schedule 13 (Part 2).

5.4.3

The estimates of Seller in respect of the estimated Cash Balances, the estimated Company Intra-Group Non-Trade Receivables, the estimated Third Party Indebtedness and the estimated Company Intra-Group Indebtedness, as derived from the Estimated Indebtedness Statements and the Estimated Working Capital Statements, shall, for purposes of the calculation and allocation of the Estimated Purchase Price and the calculation of the Estimated Intra-Group Claims Transfer Amount, be considered to be final estimates and binding on the Parties, it being further agreed that the estimated Working Capital Adjustment shall be deemed to be nil for purposes of determining the Estimated Purchase Price to be paid at Closing.

5.5

Access

5.6

Ancillary Agreements

5.6.1

The relevant members of Seller’s Group have entered into, or on or before Closing shall enter into the Ancillary Agreements.

5.6.2

Seller shall procure that the relevant members of Seller’s Group waive in writing the change of control provisions set forth in the Ancillary Agreements with respect to the Transaction.

5.7

Intercat

5.8

PVS Site

5.9

Additional Pasadena Land

6.

Closing

6.1

Date and place

6.2

Closing events

6.2.1

Purchaser shall pay the aggregate of the Estimated Purchase Price (less, if applicable, the Deferred Purchase Price) and the Estimated Intra-Group Claims Transfer Amount, on the day before, and with value on, the date scheduled for Closing, to the bank account indentified by Seller prior to Closing in the name of the Notary, which amount shall be held for Purchaser until the Closing actions referred to in Clauses 6.2.2(i) and Schedule 8 (Part 1) have been performed, after which the Notary shall hold the Estimated Purchase Price and the Estimated Intra-Group Claims Transfer Amount on behalf of Seller and pay said amounts to Seller in accordance with Seller’s instructions.

6.2.2

At Closing:

(i)

Seller shall deliver or perform, or cause to be delivered or performed, each of the items in Schedule 8 (Part 1) as being an obligation or delivery of Seller; and

(ii)

Purchaser shall deliver or perform, or cause to be delivered or performed, each of the items in Schedule 8 (Part 1) as being an obligation or delivery of Purchaser.

6.3

Repayment of estimated Company Intra-Group Non-Trade Receivables and estimated Business / Company Working Capital Intra-Group Trade Receivables

6.3.1

each relevant member of Seller’s Group (excluding any Company) repays to each relevant Company its estimated Company Intra-Group Non-Trade Receivables, as set out in the relevant Estimated Indebtedness Statement;

6.3.2

each relevant member of Seller’s Group (excluding the Companies and relevant Business Seller) repays to the relevant Company, its portion of the estimated Company Working Capital Intra-Group Trade Receivables, as set out in the relevant Estimated Indebtedness Statement; and

6.3.3

each relevant member of Seller’s Group (excluding the Companies and relevant Business Seller) repays to the relevant Business Purchaser, its portion of the estimated Business Working Capital Intra-Group Trade Receivables, as set out in the relevant Estimated Indebtedness Statement.

6.4

Termination of Agreement

6.4.1

This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to Closing:

(i)

by mutual written consent of Seller and Purchaser; or

(ii)

by either Seller or Purchaser:

(a)

if any Governmental Authority shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the consummation of the Transaction;

(b)

if the Transaction shall not have been consummated on or before 31 December 2004, unless the failure to consummate the Transaction is the result of a material breach of this Agreement by the Party seeking to terminate this Agreement;

(iii)

by Seller, if Purchaser fails to perform in any material respect any of its covenants, agreements or other obligations under this Agreement, which breach has not been cured following receipt by Purchaser of notice of breach, within 30 (thirty) days of such notice, or by the date specified in Clause 6.4.1(ii)(b);

(iv)

by Purchaser, if Seller fails to perform in any material respect any of its covenants, agreements or other obligations under this Agreement, which breach has not been cured following receipt by Seller of notice of breach, within 30 (thirty) days of such notice, or by the date specified in Clause 6.4.1(ii)(b).

6.4.2

If this Agreement is terminated in accordance with Clause 6.4.1, and the Transaction is not consummated, this Agreement shall forthwith become void and have no further force or effect, without any liability on the part of any Party, other than the provisions of Clauses 1, 6.4, 13, 14, and 15.2 to 15.15, which shall survive, provided that nothing contained in this Clause 6.4.2 shall relieve any Party from liability for any breach of this Agreement.

6.5

Deferred Closing

6.5.1

the Closing shall proceed in terms of Clause 6.1 in respect of all other Shares and Businesses (other than the Deferred Jurisdiction) as if the Deferred Conditions were not conditions precedent to said Closing;

6.5.2

Closing in respect of the Deferred Jurisdiction shall commence at 11.00 CET on the last Business Day of the month in which the Parties receive notification of the satisfaction or waiver of the Deferred Conditions relating to the Deferred Jurisdiction (day of notification excluded), and shall take place in Amsterdam, the Netherlands, at the offices of Seller’s Lawyers, or at such other location, time or date as may be agreed between Seller and Purchaser, at which Closing Purchaser shall pay to Seller such amount as determined by written agreement between Seller and Purchaser, (the “ Deferred Purchase Price ”);

6.5.3

in respect of the Deferred Jurisdiction, references in this Agreement, excluding Clause 9.3, to the Closing or the Effective Time shall be deemed to be references to such deferred Closing and the end of the day on which such deferred Closing commences;

6.5.4

if, notwithstanding the Parties’ best efforts under Clause 4 and this Clause 6.5, any of the Deferred Conditions have not been satisfied or waived on or before the date set in Clause 6.4.1(ii)(b), this Agreement will cease to apply in respect of the Deferred Jurisdiction as if the Shares relating to such Deferred Jurisdiction were never included in the sale under this Agreement and:

(i)

Seller shall repay to Purchaser the amount equal to the difference between (a) the portion of the Bid Value allocated to the Deferred Jurisdiction by agreement between the Parties, and (b) the Deferred Purchase Price; and

(ii)

Purchaser shall have no obligation to pay the Deferred Purchase Price to Seller; and

6.5.5

the Parties shall co-operate to ensure that, until Closing occurs in respect of, or Clause 6.5.4 becomes applicable to, a Deferred Jurisdiction, services and commercial relations between, on the one hand, the Companies, Businesses and Joint Ventures in respect of which Closing does take place, and, on the other hand, the Joint Venture relating to the Deferred Jurisdiction, are maintained and rendered in the ordinary course of business.

6.6

Title and risk

7.

Post-Closing adjustments

7.1

Working Capital Statements and Indebtedness Statements

7.1.1

Seller shall procure that as soon as practicable and in any event by no later than 40 (forty) Business Days after the Closing Date:

(i)

a draft of the Indebtedness Statement for each Company and the relevant Business is prepared as at the Effective Time in the form of Schedule 13 (Part 1); and

(ii)

a draft of the Working Capital Statement for each Company and the relevant Business is prepared as at the Effective Time in the form of Schedule 13 (Part 2).

7.1.2

Each Indebtedness Statement and Working Capital Statement shall be prepared in accordance with Schedule 13 (Part 4).

7.1.3

As soon as all the draft Working Capital Statements and draft Indebtedness Statements have been prepared, Seller shall present them to Purchaser. To the extent that Purchaser does not within 20 (twenty) Business Days after receipt thereof give written notice to Seller that it disagrees with any of the said draft statements or any item thereof the draft Working Capital Statements and draft Indebtedness Statements shall be final and binding on Seller (and each relevant member of Seller’s Group) and Purchaser (and each relevant member of Purchaser’s Group) for all purposes. If Purchaser does give such notice within said period Seller and Purchaser shall attempt in good faith to reach agreement in respect of the relevant draft Working Capital Statement(s) and/or draft Indebtedness Statement(s) and, if they are unable to do so within 30 (thirty) Business Days of such notification, either Seller or Purchaser may by notice to the other require that the relevant draft Working Capital Statement(s) and/or draft Indebtedness Statement(s), in whole or in part, be referred to the Reporting Accountants in the terms of Schedule 13 (Part 5).

7.1.4

In order to enable the preparation and determination of the draft Working Capital Statements and draft Indebtedness Statements, Purchaser shall procure the keeping up-to-date and, subject to reasonable notice, making available to Seller’s representatives and advisers during normal office hours of all books and records relating to the Group, including those relating to the period between the Effective Time and the date of delivery of the draft Working Capital Statements and draft Indebtedness Statements, and co-operate with them with regard to the preparation and agreement of the draft Working Capital Statements and draft Indebtedness Statements. Purchaser shall (or shall procure that the relevant members of Purchaser’s Group shall), in so far as it is reasonable to do so, make available the services of the employees of the Group to assist Seller in the performance of Seller’s duties and exercise of Seller’s rights under this Clause 7.1.

7.1.5

In order to enable Purchaser to assess the draft Working Capital Statements and draft Indebtedness Statements, Seller shall procure making available to Purchaser’s representatives and advisers during normal office hours of all work papers used by Seller and Seller’s representatives and advisers in preparing the draft Working Capital Statements and draft Indebtedness Statements, and co-operate with them with regard to the review of the draft Working Capital Statements and draft Indebtedness Statements.

7.2

Adjustments to Purchase Price; (re)payments

7.2.1

Company Intra-Group Non-Trade Receivables

In respect of each Company:

(i)

to the extent that the aggregate amount of its Company Intra-Group Non-Trade Receivables is less than the aggregate amount of its estimated Company Intra-Group Non-Trade Receivables, Seller shall, on behalf of the relevant Share Seller, repay to Purchaser, acting on behalf of the relevant Share Purchaser, an amount equal to such deficit; or

(ii)

to the extent that the aggregate amount of its Company Intra-Group Non-Trade Receivables exceeds the aggregate amount of its estimated Company Intra-Group Non-Trade Receivables, Purchaser shall, on behalf of the relevant Share Purchaser, pay to Seller, acting on behalf of the relevant Share Seller, an amount equal to such excess.

7.2.2

Company Intra-Group Indebtedness

In respect of each Company:

(i)

to the extent that the aggregate amount of its Company Intra-Group Indebtedness is less than the aggregate amount of its estimated Company Intra-Group Indebtedness, Purchaser shall, on behalf of the relevant Share Purchaser, pay to Seller, acting on behalf of the relevant Share Seller, an amount equal to such deficit; or

(ii)

to the extent that the aggregate amount of its Company Intra-Group Indebtedness exceeds the aggregate amount of its estimated Company Intra-Group Indebtedness, Seller shall, on behalf of the relevant Share Seller, repay to Purchaser, acting on behalf of the relevant Share Purchaser, an amount equal to such excess.

7.2.3

Third Party Indebtedness

In respect of each Company:

(i)

if the aggregate amount of its Third Party Indebtedness shown by the relevant Indebtedness Statement exceeds the aggregate amount of its estimated Third Party Indebtedness, Seller shall, on behalf of the relevant Share Seller, repay to Purchaser, acting on behalf of the relevant Share Purchaser, an amount equal to such excess; or

(ii)

if the aggregate amount of its Third Party Indebtedness shown by the relevant Indebtedness Statement is less than the aggregate amount of its estimated Third Party Indebtedness, Purchaser shall, on behalf of the relevant Share Purchaser, pay to Seller, acting on behalf of the relevant Share Seller, an amount equal to such deficit.

7.2.4

Cash Balances

In respect of each Company:

(i)

if the aggregate amount of its Cash Balances shown by the relevant Indebtedness Statement is less than the aggregate amount of its estimated Cash Balances, Seller shall, on behalf of the relevant Share Seller, repay to Purchaser, acting on behalf of the relevant Share Purchaser, an amount equal to such deficit; or

(ii)

if the aggregate amount of its Cash Balances shown by the relevant Indebtedness Statement exceeds the aggregate amount of its estimated Cash Balances, Purchaser shall, on behalf of the relevant Share Purchaser, pay to Seller, acting on behalf of the relevant Share Seller, an amount equal to such excess.

7.2.5

Working Capital

In respect of each Company and the relevant Business:

(i)

if its Working Capital Adjustment shown by the relevant Working Capital Statement is less than its estimated Working Capital Adjustment, Seller shall, on behalf of the

relevant Share Seller or Business Seller, as the case may be, repay to Purchaser, acting on behalf of the relevant Share Purchaser or Business Purchaser, as the case may be, an amount equal to the deficit; or

(ii)

if its Working Capital Adjustment shown by the relevant Working Capital Statement exceeds its estimated Working Capital Adjustment, Purchaser shall, on behalf of the relevant Share Purchaser or Business Purchaser, as the case may be, pay Seller, acting on behalf of the relevant Share Seller or Business Seller, as the case may be, an amount equal to the excess,

provided that:

(iii)

if the aggregate of the Working Capital Adjustments does not exceed EUR 3 million (three million euro), no amount shall be payable under Clauses 7.2.5(i) and 7.2.5(ii); and

(iv)

if the aggregate of the Working Capital Adjustments does exceed EUR 3 million (three million euro), then only the amount in excess thereof shall be payable under Clause 7.2.5(i) and/or 7.2.5(ii), in which event such excess amount shall be apportioned to each Company and the relevant Business in proportion to the Base Working Capital amounts.

7.2.6

Interest

Any payment to be made in accordance with this Clause 7.2 shall include interest thereon calculated from the Effective Time to the date of payment, both days inclusive, at the Interest Rate.

7.2.7

Payment and allocation

(i)

The due date for any payment to be made under this Clause 7.2 shall be the relevant Determination Date.

(ii)

All payments (excluding interest payments) made under this Clause 7.2 shall be made on account of the Purchase Price and the allocation of the Purchase Price shall be adjusted in accordance with Schedule 11 (Part 1).

7.3

Adjustments to Intra-Group Claims; (re)payments

7.3.1

Adjustments in respect of Companies

In respect of each Company, if the amount of any of its Company Intra-Group Indebtedness and Company Working Capital Intra-Group Trade Payables Claims, differs from the relevant amount reflected in the Estimated Indebtedness Statement:

(i)

the relevant Intra-Group Claims Deed of Assignment shall be deemed to have been amended to reflect the amount of the relevant Company Intra-Group Indebtedness and Company Working Capital Intra-Group Trade Payables Claims, provided that, to

the extent required by applicable law, Seller shall procure that the relevant member of Seller’s Group, and Purchaser shall procure that said Company sign such documentation as is necessary to confirm the adjustment of the relevant amount reflected in the relevant Intra-Group Claims Deed of Assignment; and

(ii)

Seller shall pay to Purchaser, or vice versa, as the case may be, an amount equal to said difference, as an adjustment to the Intra-Group Claims Transfer Amount.

7.3.2

Adjustments in respect of the relevant Business

In respect of the relevant Business, if the amount of the Business Working Capital Intra-Group Trade Payables Claims, differs from the relevant amount reflected in the Estimated Indebtedness Statement:

(i)

the relevant Intra-Group Claims Deed of Assignment shall be deemed to have been amended to reflect the amount of the relevant Business Working Capital Intra-Group Trade Payables Claims, provided that, to the extent required by applicable law, Seller shall procure that the relevant member of Seller’s Group, and Purchaser shall procure that the relevant Business Purchaser sign such documentation as is necessary to confirm the adjustment of the relevant amount reflected in the relevant Intra-Group Claims Deed of Assignment; and

(ii)

Seller shall pay to Purchaser, or vice versa, as the case may be, an amount equal to said difference, as an adjustment to the Intra-Group Claims Transfer Amount.

7.3.3

Interest

Any payment to be made in accordance with this Clause 7.3 shall include interest thereon calculated from the Effective Time to the date of payment, both days inclusive, at the Interest Rate.

7.3.4

Payment and allocation

(i)

The due date for any payment to be made under this Clause 7.3 shall be the relevant Determination Date.

(ii)

All payments (excluding interest payments) made under this Clause 7.3 shall be made on account of the Intra-Group Claims Transfer Amount.

7.4

Adjustments to Intra-Group Non-Trade / Trade Receivables

7.4.1

In respect of each Company:

(i)

to the extent that the amount of any of its Company Intra-Group Non-Trade Receivables, is less than the relevant amount reflected in the Estimated Indebtedness Statement, Purchaser shall, on behalf of the Company, pay to Seller, acting on behalf of the relevant member of Seller’s Group, an amount equal to such deficit; and

(ii)

to the extent that the amount of any of its Company Intra-Group Non-Trade Receivables, exceeds the relevant amount reflected in the Estimated Indebtedness Statement, Seller shall, on behalf of the relevant member of Seller’s Group, pay to Purchaser, acting on behalf of the Company, an amount equal to such excess.

7.4.2

In respect of each Company:

(i)

to the extent that the amount of any of its Company Working Capital Intra-Group Trade Receivables, is less than the relevant amount included in the Estimated Indebtedness Statement, Purchaser shall, on behalf of the Company, pay to Seller, acting on behalf of the relevant member of Seller’s Group, an amount equal to such deficit; and

(ii)

to the extent that the amount of any of its Company Working Capital Intra-Group Trade Receivables, exceeds the relevant amount included in the Estimated Indebtedness Statement, Seller shall, on behalf of the relevant member of Seller’s Group, pay to Purchaser, acting on behalf of the Company, an amount equal to such excess.

7.4.3

In respect of the relevant Business:

(i)

to the extent that the amount of any of its Business Working Capital Intra-Group Trade Receivables, is less than the relevant amount included in the Estimated Indebtedness Statement, Purchaser shall, on behalf of the relevant Business Purchaser, pay to Seller, acting on behalf of the relevant member of Seller’s Group, an amount equal to such deficit; and

(ii)

to the extent that the amount of any of its Business Working Capital Intra-Group Trade Receivables, exceeds the relevant amount included in the Estimated Indebtedness Statement, Seller shall, on behalf of the relevant member of Seller’s Group, pay to Purchaser, acting on behalf of the relevant Business Purchaser, an amount equal to such excess.

7.4.4

Interest

Any payment to be made in accordance with this Clause 7.4 shall include interest thereon calculated from the Effective Time to the date of payment, both days inclusive, at the Interest Rate.

7.4.5

Payment and allocation

The due date for any payment to be made under this Clause 7.4 shall be the relevant Determination Date.

7.5

Aggregated payment and set-off

8.

Post-Closing obligations

8.1

Release of Guarantees

8.1.1

Without detracting from any rights which Purchaser may have under this Agreement, Purchaser shall procure, with effect from Closing or as soon as practicable thereafter, the release of Seller and any member of Seller’s Group (excluding the Companies) from any (joint and/or several) securities, guarantees, indemnities, obligations to contribute (` bijdrageplichten´ ) and other Liabilities given by, assumed by or binding upon Seller or any member of Seller’s Group in relation to (i) any of the Assumed Liabilities or any of the Liabilities of any of the Companies other than with respect to any Contract that is not assigned to a member of Purchaser’s Group, and (ii) subject to the transfer of the JV Eurecat Shares to the relevant member of Purchaser’s Group, the JV Affiliate Entity Guarantees, ((i) and (ii), collectively, the “ Seller Guarantees ”). Pending such release Purchaser shall indemnify, defend and hold harmless Seller and, as an irrevocable third party stipulation (` derdenbeding´ ), the other members of Seller’s Group (excluding the Companies) against all amounts paid by any of them pursuant to any such Seller Guarantees.

8.1.2

Without detracting from any rights which Seller may have under this Agreement, Seller shall procure, with effect from Closing or as soon as practicable thereafter, the release of each Company from any (joint and/or several) securities, guarantees, indemnities, obligations to contribute (` bijdrageplichten´ ) and other Liabilities given by, assumed by or binding upon the Company in relation to any Liability of Seller or any member of Seller’s Group (excluding the Companies) (the “ Purchaser Guarantees ”). Pending such release, Seller shall, as an irrevocable third party stipulation (` derdenbeding´ ), indemnify, defend and hold harmless Purchaser and, as an irrevocable third party stipulation (` derdenbeding´ ), the other members of Purchaser’s Group (including the Companies) against all amounts paid by any of them pursuant to any such Purchaser Guarantees.

8.2

Post-Closing receipts

8.2.1

If at any time after the Effective Time, a Business Seller receives any monies in respect of any Business Receivable, then Seller shall procure that the Business Seller shall pay to the relevant Business Purchaser, as soon as reasonably practicable the amount received.

8.2.2

If at any time after the Effective Time, Purchaser or any other member of Purchaser’s Group receives any monies in respect of any right, interest, claim or other asset of any Business Seller which is not included in the Business Assets, then Purchaser shall procure that the relevant member of Purchaser’s Group shall pay to the relevant Business Seller, as soon as reasonably practicable the amount received.

8.3

Seller’s continuing obligations

8.3.1

Seller shall (or shall procure that the relevant member of Seller’s Group shall) for a period of 12 (twelve) months following the Closing (i) give to Purchaser such information as is reasonably available to Seller and as Purchaser may reasonably require in relation to the Group, its employees, customers and suppliers and (ii) pass on any trade enquiry which any Share Seller or Business Seller receives.

8.3.2

Seller shall (or shall procure that the relevant member of Seller’s Group shall) retain for a period of 5 (five) years from Closing, or such longer period as may be prescribed by applicable Law, any books, records or other written information relating to the Group which are not at the Properties at Closing or in the possession of any member of Purchaser’s Group pursuant to Closing, and shall allow Purchaser upon reasonable written notice and to the extent permitted by applicable Law, reasonable access to such books, records and information, including the right to inspect and take copies (at Purchaser’s expense) to the extent that such access and copies are necessary for continuing the Operations conducted at Closing.

8.3.3

Except as otherwise agreed in writing between the Parties and subject to any patent or trade mark applications being irrevocably refused for not meeting relevant standards and subject to irrevocable revocation in opposition, Seller shall use its best efforts to continue to maintain and protect and cause to be maintained and protected each item of Acquired Intellectual Property for a period extending for 90 (ninety) days after the Closing Date so that all such items shall remain valid and subsisting, such maintenance and protection to include, without limitation, timely filing in the Netherlands or foreign jurisdictions, to prevent loss of rights or forfeiture or to meet any due dates or bar dates, all necessary documents, such as patent, trademark or copyright applications, responses, petitions, affidavits, and certificates, paying all necessary fees, such as registration, maintenance, annuity, and renewal fees, and undertaking all other actions necessary to protect and maintain the validity and/or subsistence of all such items of the Acquired Intellectual Property; provided that Seller shall present to Purchaser for execution all necessary affidavits, documents and certificates which must be executed by Purchaser as the owner following Closing. Purchaser agrees to cover the reasonable, associated maintenance and renewal fees, and all other reasonable associated costs, including, but not limited to service fees, filing fees, registrations fees and search fees.

8.3.4

For a period of 12 (twelve) months after the Closing Date, Seller shall, and shall cause the relevant members of Seller’s Group to, provide Purchaser and members of Purchaser’s Group access to all of Seller’s facilities, Know-how, trade secrets and Show-how in the possession of Seller, or to which Seller has access, which have been used in connection with the Operations but which will remain with Seller after the Closing.

8.3.5

As of Closing, the Companies shall have the world-wide perpetual right to use, free of charge, the Centrally Developed Know-how and Show-how.

8.4

Purchaser’s continuing obligations

8.4.1

Purchaser shall procure that as soon as practicable after the Closing, but in any event within 3 (three) months after the Closing Date, each of the Companies shall change its name so that it does not contain the name “Akzo Nobel”, “Akzo” or “Nobel”, or any abbreviation thereof or any name or lettering which is likely to be confused with the same and shall provide Seller with appropriate written evidence of such change of name, provided that such 3 (three) month period shall be extended as reasonably necessary to comply with any applicable regulatory requirement.

8.4.2

Purchaser shall not, and shall procure that no member of Purchaser’s Group shall, after 6 (six) months following the Closing Date, use in any way whatsoever any trading names, domain names, or registered or unregistered trade marks or logos which contain the name “Akzo Nobel”, “Akzo” or “Nobel”, or any abbreviation thereof or any name or lettering which is likely to be confused with the same, including without limitation, those trading names, domain names and trade marks listed in Schedule 4 (Part 4), provided that Purchaser shall, as soon as practicable after the Closing Date, but in any event within 9 (nine) months after the Closing Date, procure that all such trading names, domain names, trade marks and logos are removed from all products, business stationery and other assets held by any member of the Group or acquired by Purchaser pursuant to this Agreement, and from all premises occupied by Purchaser or any other member of Purchaser’s Group, provided that such 9 (nine) month period shall be extended as reasonably necessary to comply with any applicable regulatory requirement.

8.4.3

Purchaser shall retain for a period of 5 (five) years from Closing, or such longer period as may be prescribed by applicable Law, all books, records and other written information relating to the Group which are at the Properties at Closing or which are in the possession of any member of Purchaser’s Group pursuant to Closing and shall allow Seller, upon reasonable written notice, reasonable access to such books, records and other information, including the right to inspect and take copies (at Seller’s expense) to the extent that such access and copies are necessary for continuing the operations of Seller’s Group, provided that prior to any access. Seller shall have given a confidentiality undertaking in such terms as Purchaser may reasonably require.

8.5

Insurance

8.5.1

As of the Effective Time, all coverage with respect to the Companies and Businesses under the Insurance Policies in respect of events, occurrences or accidents occurring after the Effective Time shall be cancelled and terminated, excluding those Insurance Policies in respect of which a Company is the sole policy holder or the only named insured.

8.5.2

For all claims made against the Companies and / or the Businesses after the Effective Time arising in respect of an event, occurrence or accident occurring after the Effective Time, Purchaser shall not, and shall procure that no other member of Purchaser’s Group shall seek to, recover any amounts (i) under any captive or self-insurance policy of Seller or any other member of Seller’s Group, (ii) from any of Seller’s insurers, or (iii) under any of the Insurance Policies.

8.5.3

As of the Effective Time, the Companies and Business Purchasers will not be entitled to any rights to recoveries under any of the Insurance Policies for claims made in respect of events, occurrences or accidents occurring prior to the Effective Time, that have not been reported by a Company or other member of the Seller’s Group prior to the Closing.

8.5.4

Subject to Closing, all general and product liability, auto liability and workers compensation / employers liability claims made under the relevant Insurance Policies on behalf of the Companies and / or the Businesses prior to the Effective Time, and remaining open after the Effective Time, shall continue to be the responsibility of Seller or designated member of Seller’s Group, including all claim payments (including defence costs), all deductibles, allocated loss adjustment expenses (ALAE), retention amounts (and, for the avoidance of doubt, also including Seller’s relevant captive insurer retention amounts or reinsurance amounts), third party administration fees, other charges and reasonable recovery expenses provided for by the terms of any such coverage or related agreements, until each such claim is settled or otherwise concluded and no further payments are made in relation thereto.

8.6

Registration of assignment of Seller’s Intellectual Property; Patent infringement claim

8.6.1

Purchaser and Seller shall use their commercially reasonable efforts to complete any and all assignments of Seller’s Intellectual Property within 6 (six) months after the Closing Date.

8.6.2

Following Closing, Seller shall procure that the relevant members of Seller’s Group take all such further steps and execute all such further documents as Purchaser may reasonably require for the purpose of vesting in the relevant member of Purchaser’s Group full legal ownership or any other rights necessary to convey to Purchaser the same rights and privileges as enjoyed by Seller, in the Seller’s Intellectual Property and for the purpose of assisting Purchaser to effect the recording thereof (where appropriate), at patent, trade mark, copyright and similar registries around the world. All out-of-pocket costs (including without limitation, recording, filing and registration fees, but excluding for the avoidance of doubt, Seller’s costs incurred in providing such assistance) with respect to the foregoing shall be borne by Purchaser and, if applicable, reimbursed by Purchaser within 10 (ten) Business Days of delivery to Purchaser of an invoice supported by reasonable proof of the incurring of such costs.

8.6.3

Following Seller’s assignment, transfer, sale, conveyance and delivery to Purchaser at Closing of all right, title and interest in and to the Seller’s Intellectual Property, Seller shall retain no right, title or interest in or to the Acquired Intellectual Property whatsoever, whether by ownership, license or otherwise, save as otherwise provided in the Ancillary Agreements.

8.6.4

At Closing, Seller shall provide to Purchaser a list of all due dates for Acquired Intellectual Property, by which any action with any relevant Governmental Authority will have to be taken to protect all Acquired Intellectual Property including, without limitation, filing patent applications to avoid loss of patent rights, to preserve priority dates, or to meet any deadlines and a list of all public disclosures relating to Acquired Intellectual Property, which are planned within six (6) months from the Closing. “Public disclosures” includes, without limitation, a publication, presentation at a trade show or professional meeting, demonstration outside of Seller’s premises, sale or offer for sale.

8.6.5

In the event that the Parties determine after Closing that Schedule 4 does not include, by inadvertence or otherwise, and/or improperly includes any Seller’s Registered Intellectual Property, then Schedule 4 shall be amended, in a timely manner, to correct such non-listing or improper listing. The Parties shall take all such actions and execute and deliver all such documents or agreements as may be reasonably necessary to implement the foregoing.

8.6.6

Notwithstanding any other provision of this Agreement, it is agreed that Seller shall hold all right, title and interest in and to the Patent Infringement Claim, Purchaser hereby undertaking to cause the relevant Company and its employees to render, at Seller’s cost and expense, all assistance reasonably requested by Seller to successfully prosecute the Patent Infringement Claim.

8.7

Indemnities

8.7.1

The provisions of Schedule 14 (Part 1) shall apply in respect of obligations of the Parties relating to Taxes.

8.7.2

The provisions of Schedule 14 (Part 2) shall apply in respect of matters relating to the environment.

8.7.3

Seller hereby agrees that, subject to any applicable limitations of liability set out in this Agreement, from and after the Closing, Seller shall indemnify, defend and hold harmless Purchaser and, as an irrevocable third party stipulation (` derdenbeding ´), relevant members of Purchaser’s Group (including, after the Closing, the Companies, but excluding the Joint Ventures), and their respective successors and permitted assigns, from, against and in respect of any Losses imposed on, sustained, incurred or suffered by or asserted against any of the aforesaid indemnified parties (and, if applicable, their respective directors, officers and employees (excluding, in the case of a claim under Clause 8.7.3(v), the Senior Employees)), directly or indirectly, relating to or arising out of:

(i)

any claims pending on the Closing Date or made after the Closing Date, under any Performance Guarantees given, extended or entered into on or prior to the Closing Date in respect of any Relevant Products, provided that Seller’s liability under this Clause 8.7.3(i) shall not exceed EUR 8 million (eight million euro);

(ii)

any and all Liabilities for pending or threatened claims or litigation included in the Disclosed Information, excluding any litigation relating to claims under Performance Guarantees (which shall be governed by Clause 8.7.3(i)), (the “ Disclosed Litigation ”), provided that Seller’s liability under this Clause 8.7.3(ii) shall be reduced by, or Purchaser shall pay to Seller, as applicable, an amount in Euro equal to any consideration actually received by any member of Purchaser’s Group as payment under or settlement for any Disclosed Litigation;

(iii)

the Services and Utilities Agreement between Akzo Nobel Catalysts B.V. and PVS Chemicals Holland B.V. (“ PVS ”), dated 23 February 2000, the 96% Sulphuric Acid Supply Contract dated 1 January 2002, or the long term lease agreement between the aforesaid parties, dated on or about the aforesaid date and relating to the PVS Site, or any other agreement in existence at Closing between PVS and any member of Seller’s Group, (collectively, the “ PVS Agreements ”), provided that this indemnity shall be limited to the following:

(a)

the aggregate of all unrecovered (i) non-recurring costs incurred after the Closing Date by Akzo Nobel Catalysts B.V. relating to the PVS Agreements, and (ii) recurring fixed costs incurred after the Closing Date by Akzo Nobel Catalysts B.V. that, in the ordinary course, would be recoverable from PVS under the PVS Agreements, and, notwithstanding commercially reasonable steps taken by Akzo Nobel Catalysts B.V. to recover the foregoing costs, have not been recovered, it being agreed that:

(A)

subject to Clause 8.7.3(iii)(a)(C), Seller shall be liable for the entire amount of any such non-recurring costs;

(B)

subject to Clause 8.7.3(iii)(a)(C), Seller shall only be liable for any such recurring fixed costs to the extent that the aggregate amount of such recurring fixed costs exceeds EUR500,000 (five hundred thousand euro) in any year, prorated for any partial year, provided that Seller’s liability under this Clause 8.7.3(iii)(a)(B) shall not exceed EUR1,500,000 (one million five hundred thousand euro); and

(C)

Seller shall have no liability under this Clause 8.7.3(iii)(a) in respect of any such recurring fixed costs or non-recurring costs incurred in respect of any (portion of a) period commencing after expiry of the period of 3 (three) years from the Closing Date;

(b)

the aggregate of all amounts due by PVS to Akzo Nobel Catalysts B.V. as at the Effective Time under the relevant PVS Agreements, to the extent that Akzo Nobel Catalysts B.V. is unable to apply a set-off against such outstanding amounts; and

(c)

all capital expenditures incurred by Akzo Nobel Catalysts B.V. prior to Closing or, provided with the express prior written consent of Seller (which consent shall not be unreasonably withheld or delayed), after Closing, to secure the ongoing supply of sulphuric acid to the FCC plant on the Amsterdam Site;

(iv)

all Liabilities of the Seller’s Group (excluding the Companies) not assumed by Purchaser’s Group (including the Companies) pursuant to this Agreement, as well as any Liability arising out of the ownership by Akzo Nobel Catalysts B.V. of the PVS Site;

(v)

the breach of any Seller’s Warranty; and

(vi)

the breach of any covenant, agreement or other obligation of Seller contained in this Agreement.

8.7.4

Purchaser hereby agrees that, subject to any applicable limitations of liability set out in this Agreement, from and after the Closing, Purchaser shall indemnify, defend and hold harmless Seller and, as an irrevocable third party stipulation (` derdenbeding ´), relevant members of Seller’s Group (excluding, after Closing, the Companies), their respective successors and permitted assigns, from, against and in respect of any Losses imposed on, sustained, incurred or suffered by or asserted against any of the aforesaid indemnified parties (and, if applicable, their respective directors, officers and employees, excluding the Employees), directly or indirectly, relating to or arising out of:

(i)

all Assumed Liabilities and any Liability incurred by the Business Seller arising from the conduct by the relevant Business Purchaser(s) of the relevant Business after Closing;

(ii)

the breach of any Purchaser’s Warranty; and

(iii)

the breach of any covenant, agreement or other obligation of Purchaser contained in this Agreement.

8.8

Purchaser’s control

8.9

Audited Financial Statements; Co-operation

8.9.1

Seller shall use commercially reasonable efforts, at Purchaser’s sole risk, cost and expense, to assist and co-operate with Purchaser in Purchaser’s preparation, within 75 (seventy-five) days after the Closing Date, of audited and unaudited financial statements of the Operations for such periods and containing such information sufficient to permit Purchaser to comply with the requirements of Regulations S-K and S-X promulgated by the U.S. Securities and Exchange Commission, (the “ SEC ”) and Seller shall, in connection therewith, engage, or procure that Akzo Nobel Catalysts B.V. engages, KPMG Accountants N.V. to conduct the audits with respect to the audited financial statements to be included in such financial statements and Purchaser shall promptly reimburse Seller upon request for all fees and expenses of KPMG Accountants N.V. in connection with the foregoing, provided that:

(i)

in the event that Seller engages KPMG Accountants N.V. prior to Closing, Purchaser shall immediately after Closing, assume such engagement from Seller; and

(ii)

in no event shall Seller be liable to Purchaser for any failure of such financial statements to comply with the requirements of Regulations S-K and S-X promulgated by the SEC or to be prepared within 75 (seventy-five) days after the Closing Date, except to the extent that any such failure directly results from the breach by Seller of its obligations under this Clause 8.9.1, in which event, as Purchaser’s sole and exclusive remedy, Purchaser shall have the right to repayment by Seller of all amounts paid by Purchaser to Seller under this Clause 8.9.1.

8.9.2

With respect to any registration statement or other filing with the SEC that Purchaser shall determine, to make in the future, Seller shall use commercially reasonable efforts, at Purchaser’s sole risk, cost and expense, to timely furnish, or cause to be timely furnished, to Affiliates of Purchaser, its accountants and auditors, upon reasonable request of Purchaser, the following: (i) consents of Seller’s independent public accountants with respect to audited financial statements as required by SEC Regulation S-X; (ii) such information, assistance and co-operation (including information, assistance and co-operation from Parent’s independent auditors) as is necessary for Purchaser and its Affiliates to (A) prepare such registration statement or other SEC filing, (B) address and resolve any SEC comments related to Seller’s financial statements (including any required modification of such financial statements or footnotes thereto) and (C) prepare any disclosure required by Item 303 of SEC Regulations S-K and S-X (“ MD&A Disclosure ”) in connection with a filing with the SEC and address and resolve any SEC comments related to such MD&A Disclosure (including any required modification to such MD&A Disclosure); (iii) such information, assistance and co-operation reasonably necessary for Purchaser to prepare any unaudited pro forma balance sheets or income statements required to be included in any such registration statement or other SEC filing; and (iv) such information, assistance and co-operation necessary for Purchaser to accumulate 5 (five) years of historical unaudited financial information of the Group for inclusion in any such registration statement or other filing with the SEC if so

required under applicable Law, provided that as Purchaser’s sole and exclusive remedy for a breach by Seller of its obligations under this Clause 8.9.2, Purchaser shall have the right to repayment by Seller of all amounts paid by Purchaser to Seller under this Clause 8.9.2.

8.10

Post-Closing dividend

8.10.1

Purchaser acknowledges that JV Eurecat has declared a dividend in respect of the financial year 2003, the relevant member of Seller’s Group’s proportional share thereof being an amount of EUR 559,035 (five hundred and fifty-nine thousand and thirty-five euro). Purchaser hereby undertakes to pay to Seller (acting on behalf of the relevant member of Seller’s Group) the aforesaid amount, less any applicable withholding Taxes, within 5 (five) Business Days of receipt thereof;

8.10.2

In respect of each Joint Venture, Purchaser undertakes to pay to Seller (acting on behalf of the relevant member of Seller’s Group) 25% (twenty-five percent) of the net income or net profit, as appropriate, of the Joint Venture for the financial year 2004, prorated for such portion of the year as ends on the Closing Date, such payment to be made within 60 (sixty) Business Days of issuance of the audited financial statements in respect of the financial year 2004.

9.

Warranties

9.1

Seller’s Warranties

9.1.1

Seller represents and warrants to Purchaser that the statements set out in Schedule 15 (Part 1) are true and accurate as at Signing, provided that, to the extent that any Seller’s Warranty relates to a Joint Venture, including without limitation its activities, rights, assets, and Liabilities, but excluding the Seller’s Warranties contained in Schedule 15 (Part 1) Paragraphs 1 and 2.1, said Seller’s Warranties are limited to the knowledge of the relevant individuals listed in Schedule 8 (Part 2), being the representatives of the relevant member of Seller’s Group on the board of directors, or other similar body, of such Joint Venture, and provided further that, to the extent that any Seller’s Warranty relates to a JV Affiliate Entity, said Seller’s Warranties are limited to the knowledge of the aforesaid individuals.

9.1.2

Seller gives Seller’s Warranties only to the extent that Seller’s Warranties or a breach of Seller’s Warranties relate to or affect the Transaction.

9.1.3

Each Seller’s Warranty applies only to the subject expressly referred to therein. Without detracting from the generality of the foregoing, the only Seller’s Warranties given:

(i)

in respect of the Properties are those contained in Schedule 15 (Part 1) Paragraphs 5.1 to 5.3, 5.6, 10, 17 and 21, and each of the other Seller’s Warranties shall be deemed not to be given in respect of the Properties;

(ii)

in respect of Intellectual Property are those contained in Schedule 15 (Part 1) Paragraphs 5.6, 6, 10 and 17, and each of the other Seller’s Warranties shall be deemed not to be given in respect of Intellectual Property;

(iii)

in respect of employment or pension matters are those contained in Schedule 15 (Part 1) Paragraph 7.1, 7.3, 7.4, 8, 10, 16.4, and 17, and each of the other Seller’s Warranties shall be deemed not to be given in respect of such matters;

(iv)

in respect of anti-trust, fair trading, dumping, state and consumer protection or similar matters are those contained in Schedule 15 (Part 1) Paragraphs 9, 11 and 17, and each of the other Seller’s Warranties shall be deemed not to be given in respect of such matters;

(v)

in respect of products or services manufactured, sold or supplied by any Company, Joint Venture, JV Affiliate or Business Seller are those contained in Schedule 15 (Part 1) Paragraphs 7, 14, 17 and 20, and each of the other Seller’s Warranties shall be deemed not to be given in respect of such matters; and

(vi)

in respect of Tax matters are those contained in Schedule 15 (Part 1) Paragraph 15 and 17, and each of the other Seller’s Warranties shall be deemed not to be given in respect of such matters.

9.1.4

Without detracting from Seller’s Warranty set out in Schedule 15 (Part 1) Paragraph 17.1, Purchaser acknowledges and agrees that Seller makes no representation or warranty as to the accuracy of any forecasts, estimates, projections, statements of intent or statements of opinion howsoever provided to Purchaser or any of its advisors on or prior to Signing. Purchaser acknowledges that no representations or warranties, express or implied, have been given or are given other than the Seller’s Warranties.

9.1.5

Any Seller’s Warranty qualified by the expression “ to Seller’s knowledge ” or “ so far as Seller is aware ” or any similar expression shall, unless otherwise stated, be deemed to refer to the knowledge of the individuals whose names are set out in Schedule 15 (Part 3) and Schedule 15 (Part 4), who shall be deemed to have knowledge of such matters as they would have discovered, had they made reasonable enquiries and investigations into the relevant matters.

9.1.6

The applicability of article 7:17 of the Netherlands Civil Code is hereby excluded.

9.2

Disclosure