Exhibit 2.1

PURCHASE AGREEMENT

BY AND AMONG

AECOM TECHNOLOGY CORPORATION,

AS PURCHASER,

TYCO INTERNATIONAL FINANCE S.A.,

AS A SELLER AND PARENT,

AND

THE OTHER SELLERS A PARTY HERETO

DATED AS OF FEBRUARY 11, 2008

TABLE OF CONTENTS

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PURCHASE AGREEMENT

This PURCHASE AGREEMENT (this “ Agreement ”) is made and entered into this 11th day of February, 2008 (the “ Effective Date ”), by and among AECOM Technology Corporation, a corporation organized under the laws of Delaware, having its registered office at 555 South Flower Street, Suite 3700, Los Angeles, California 90071 (“ Purchaser ”), on the one hand, and Tyco International Finance S.A. , a company organized under the laws of Luxembourg, having its registered office at 29 Avenue de la Porte Neuve L2227 Luxembourg (“ TIFSA ,” a “ Seller ” and “ Parent ”), and each of the Persons set forth on the signature pages hereto , (each a “ Seller ”, and collectively with Parent, the “ Sellers ”), on the other hand.

WITNESSETH

WHEREAS, Parent and Sellers, directly and indirectly through various Subsidiaries, are engaged in the Business;

WHEREAS, each of the Sellers, other than Parent, is an Affiliate or a direct or indirect Subsidiary of Parent;

WHEREAS, Parent desires to sell, and cause the other Sellers to sell, to Purchaser (or one or more designees thereof), and Purchaser (or one or more designees thereof) desires to acquire, the Business through the purchase from Sellers of all of (i) the outstanding capital stock of the Purchased Companies owned by Sellers, (ii) the Australia GC&E Assets, and (iii) the German Assets (together with the Australia GC&E Assets, the “ Purchased Assets ”) on the terms and subject to the conditions of this Agreement; and

WHEREAS, Purchaser wishes to assume certain liabilities relating to the Business by assuming (i) the Assumed Australia GC&E Liabilities and (ii) the Assumed German Liabilities (together with the Assumed Australia GC&E Liabilities, the “ Assumed Liabilities ”) on the terms and subject to the conditions of this Agreement (collectively, the “ Transaction ”).

NOW, THEREFORE, in consideration of the mutual agreements and covenants hereinafter set forth, and for good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE I
CERTAIN DEFINITIONS

1.1  Certain Defined Terms .  As used in this Agreement, the following terms shall have the following meanings:

“ Accounting Firm ” has the meaning given in Section 2.6(e) .

“ Accounts Receivable ” shall mean all accounts receivable, trade receivables, notes receivable and other receivables to the extent arising out of or with respect to the

Business and whether arising before or after the Closing Date, less adequate reserves for uncollectibility consistent with past practices.

“ Acquisition Transaction ” means any transaction with an unrelated Person involving: (a) the sale, license, disposition or acquisition of all or a substantial portion of the Business or Business Assets; (b) the issuance, disposition or acquisition of (i) any capital stock or other equity security of a Purchased Company (or any Subsidiary thereof), (ii) any option, call, warrant or right (whether or not immediately exercisable) to acquire any capital stock or other equity security of a Purchased Company (or any Subsidiary thereof), or (iii) any security, instrument or obligation that is convertible into or exchangeable for any capital stock or other equity security of a Purchased Company (or any Subsidiary thereof); or (c) any merger, consolidation, share exchange, business combination, reorganization, recapitalization or similar transaction involving a Purchased Company (or any Subsidiary thereof).

“ Affiliate ” means, with respect to a specified Person, any other Person that directly or indirectly controls, is c ontrolled by or is under common control with such specified Person.

“ Agreement ” has the meaning given in the Introductory Paragraph.

“ Ancillary Agreements ” means the Transit ion Services Agreement, the Bill of Sale, Assignment and Assumption Agreement and the Guaranty Indemnification Agreement.

“ Applicable Non-U.S. Antitrust Approvals ” means the necessary approvals, orders, permits or other Consents under any Competition Law in Canada and Mexico.

“ Assigned German Contracts ” means the Contracts and any ancillary agreements or Contracts related thereto set forth on Schedule 2.1(c) .

“ Assumed Australia GC&E Liabilities ” means the Liabilities set forth on Schedule  2.2(a)(1) .

“ Assumed German Liabilities ” means the Liabilities set forth on Schedule 2.2(a)(2) .

“ Assumed Liabilities ” has the meaning set forth in the Whereas clauses.

“ Assumed Non-U.S. Business Benefit Plan ” has the meaning set forth in  Section 5.7(l) .

“ Assumed Plan Liabilities ” has the meaning set forth in Section 8.7(d) .

“ Assumed Plans ” has the meaning set forth in Section 8.7(d) .

“ Assumed U.S. Business Benefit Plan ” has the meaning set forth in Section 5.7(a) .

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“ Australia Flow Control Business ” means the construction/project management, design-build, and operations and maintenance services business, serving the water and wastewater markets in Australia and New Zealand, that is operated by the Flow Control segment of Tyco International Ltd.

“ Australia GC&E Assets ” means the assets set forth on Schedule 2.1(b) .

“ Australia GC&E Business ” means all of the business operations and activities conducted by Sellers (directly or indirectly) as the Earth Tech Global Consulting and Engineering business in Australia and New Zealand, which operates as a diversified, global infrastructure service provider offering consulting and engineering services in the water, wastewater, environmental, transportation and facilities markets.  Notwithstanding the foregoing, the Australia GCE Business does not include any portion of Sellers’ Global Water Projects and Products Business.

“ Australia GWPP Business ” means Sellers’ Global Water Projects and Products business conducted in Australia and New Zealand, including the Australian DBFO Projects - Coliban Water and Eastern Irrigation Scheme (Melbourne) and the New Zealand DBFO Project - Mangawhai.

“ Bank Guarantees ” means the bank guarantees listed on Schedule 5.13(b) .

“ Base Permitted Proceeds ” means, (i) with respect to any of Parent’s fiscal quarters after September 28, 2007 in which the Closing does not occur, Two Million Dollars ($2,000,000) and (ii) with respect to any of Parent’s fiscal quarters in which the Closing occurs, the product of (A) Two Million Dollars ($2,000,000) multiplied by (B) a fraction, the numerator of which equals the number of calendar days having occurred between the first day of such fiscal quarter and the Closing Date, and the denominator of which equals the total number of calendar days in such fiscal quarter.

“ Base Purchase Price ” has the meaning given in Section 2.3 .

“ Beverly Hills DBFO Assets ” has the meaning given in Section 2.6(b) .

“ Bill of Sale, Assignment and Assumption Agreement ” means a bill of sale, assignment and assumption agreement evidencing the assignment, conveyance and transfer of the Purchased Assets and Assumed Liabilities from Sellers to Purchaser, in form and substance substantially in the form attached hereto as Exhibit A .

“ Brazil Business ” means all of the business operations and activities conducted by Sellers (directly or indirectly) through any of its Affiliates or Subsidiaries (including the Purchased Companies, their Subsidiaries or any Non-Controlled Entity) in Brazil prior to or after the Closing, including the operations and activities conducted through Earth Tech Brasil Ltda ., Concessionaria de Aguas E Esgotos de Nova Friburgo Ltda., Saneamento de Jau Ltda., Aguas de Cajamar S/A, Sanear-Saneamento de Aracatuba S/A and Aguas de Esmeralda Ltda.

“ Brazil and German Services ” has the meaning given in Section 8.4(a) .

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“ Business ” means all of the business operations and activities currently conducted by Sellers (directly or indirectly) as the “Earth Tech” business, involving and consisting of Sellers’ Global Consulting and Engineering business and Sellers’ Global Water Projects and Products business and collectively operating as a diversified, global infrastructure service provider offering consulting and engineering, construction/project management, design-build, and operations and maintenance services in the water, wastewater, environmental, transportation and facilities markets.  Notwithstanding the foregoing, the Business does not include the Excluded Businesses or the Excluded Liabilities.

“ Business Assets ” has the meaning given in Section 5.10 .

“ Business Benefit Plans ” means, collectively, the U.S. Business Benefit Plans and the Non-U.S. Business Benefit Plans.

“ Business Day ” means any day other than (i) any Saturday or Sunday or (ii) any other day on which banks located in New York, New York generally are closed or authorized by Law to be closed for business.

“ Business Debt ” means any Indebtedness of any Purchased Company (or any Subsidiary thereof), provided, however, that Business Debt shall not include (i) the Credit Facilities, (ii) the Earth Tech Intercompany Debt, (iii) Indebtedness incurred in the Ordinary Course for the trade of goods or services to the extent treated as current Liabilities for purposes of the Closing Working Capital calculation, (iv) any Indebtedness permitted to be incurred between signing and Closing in accordance with Section 8.1 or (v) any Letter of Credit, Bank Guarantee, Surety Bond or other guaranty set forth on Schedule 5.13(b) .

“ Business Employee ” means, collectively, the U.S. Business Employees and the Non-U.S. Business Employees.

“ Business Plan ” means that certain budget and operating plan of the Business as adopted by Sellers (including the Purchased Companies) for the 2007 and 2008 fiscal years, as applicable.

“ Calculation Principles ” means GAAP, applied by Sellers in accordance with the accounting methods and procedures set forth in Schedule 1.1-A , subject to such exceptions as are set forth in Schedule 1.1-A .

“ Canadian Tax Documentation” has the meaning given in Section  2.8(b) .

“ Captive Insurance Carrier ” means (i) White Mountain Insurance Company, a Vermont corporation, or (ii) Mountainbran Limited, an entity formed under the laws of Ireland.

“ Change of Control Payments ” means, with respect to the Business or any Purchased Company (or any Subsidiary thereof) or any Non-Controlled Entity, any amounts that become payable by Purchaser or a Purchased Company (or any Subsidiary

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thereof) or any Non-Controlled Entity to any Business Employees, regardless of when due or payable, solely as a result of the execution and delivery of this Agreement or the consummation of the transaction contemplated hereby, including under any Business Benefit Plan (including, restricted stock grants and in-the-money stock options) or under any individual employment, severance or change-in-control Contract or otherwise (including any stay put or similar retention bonuses or percentage sharing arrangements); provided , however , Change of Control Payments shall not include (A) the Retention Payments or (B) any severance payment that becomes due and payable pursuant to a generally applicable severance plan in force and effect as of the Effective Date as a result of (i) Parent’s (at the written request of Purchaser) or (ii) Purchaser’s (or a Subsidiary thereof) termination of a Business Employee’s employment on or after the Closing Date.

“ Chinese DBFO Proceeds ” means any distribution or dividend that is actually received by a Seller or any Affiliate of a Seller from the Chinese DBFOs on or after December 28, 2007 and prior to the Closing Date.

“ Chinese DBFOs ” means the DBFO projects conducted by Qinhuangdao Pacific Water Company Limited, Guangzhou Xilang Wastewater Treatment Co. Ltd. and Tianjin Earth Tech Jieyuan Water Co., Ltd.

 “ Claim ” means claim, demand, cause of action, chose in action, right of recovery or off-set, suit, litigation, proceeding, arbitration, hearing or investigation against any Person.

“ Closing ” has the meaning given in Section 2.4 .

“ Closing Business Debt ” means any Business Debt outstanding as of the Closing.

“ Closing Date ” has the meaning given in Section 2.4 .

“ Closing Payment ” has the meaning given in Section 2.6(b) .

“ Closing Transaction Expenses ” means any Transaction Expenses due or otherwise owed as of the Closing.

“ Closing Working Capital ” means the working capital of the Business, as of the Closing Date and as determined in accordance with the Calculation Principles, and which shall be (i) the sum of all current assets of the Purchased Companies and their Subsidiaries acquired by Purchaser or its Subsidiaries (directly or indirectly through the acquisition of the Purchased Companies) pursuant to this Agreement, including in each case all cash and cash equivalents, Accounts Receivable, prepaid expenses and Inventory, minus (ii) the sum of all current liabilities of the Purchased Companies and their Subsidiaries (which, for the avoidance of doubt, shall not include any (A) Transaction Expense, (B) Business Debt, or (C) Change of Control Payment) assumed by Purchaser or its Subsidiaries (directly or indirectly through the acquisition of the Purchased Companies) pursuant to this Agreement.

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“ Code ” means the Internal Revenue Code of 1986 and any successor statute, as amended from time to time, in effect as of the date hereof.

“ Competing Person ” has the meaning given in Section 12.1(a) .

“ Competition Laws ” shall mean any Laws relating to the regulation of monopolies or competition in any jurisdiction.

“ Competitive Activity ” has the meaning given in Section 12.1(a) .

“ Confidential Information ” has the meaning given in Section 8.5(b) .

“ Confidentiality Agreement ” means the Confidentiality Agreement, dated August 2, 2007, between Purchaser and Tyco International Management Company.

“ Consent ” means a consent, authorization or approval of a Person, a waiver by a Person or a filing or registration with a Person.

“ Contract ” means any written or oral, agreement, contract, license, lease, sales order, purchase order, indenture, guaranty, mortgage, note, bond, warrant, representation, indemnity, instrument, benefit plan, insurance policy, assignment, covenant, undertaking or commitment (including all amendments, supplements and modifications thereto).

“ control ” (including, with correlative meanings, the terms “controlled by” and “under common control with”) with respect to any Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“ Cost-Cap Project ” has the meaning given in Section  5.13(a) .

“ Credit Facilities ” means the consolidated third party Indebtedness associated with Earth Tech Mexico, S.A. de C.V. and Qinhuangdao Pacific Water Co., to the extent that such consolidated third party Indebtedness does not exceed 168,173,000 Mexican Pesos and 24,900,000 Chinese Renminbi, respectively.  For the avoidance of doubt, any amount of consolidated third party Indebtedness associated with Earth Tech Mexico, S.A. de C.V. and Qinhuangdao Pacific Water Co. in excess of 168,173,000 Mexican Pesos and 24,900,000 Chinese Renminbi, respectively, shall be included in Business Debt.

“ Dalriada ” means Dalriada Water Holdings Limited, its wholly owned subsidiary, Dalriada Water Limited, and Dalriada Water Services Limited.

“ Dalriada DBFO ” means the DBFO project conducted by Dalriada.

“ Dalriada DBFO Proceeds ” means any distribution or dividend that is actually received by a Seller or any Affiliate of a Seller from the Dalriada DBFO on or after December 28, 2007 and prior to the Closing Date.

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 “ DBFO ” means design, build, finance and operate.

“ Deductible ” has the meaning given in Section 13.4(b) .

“ Dollars ” or “ $ ” means U.S. dollars.

“ Dormant Entity ” means Grupo Rust International de Venezuela C.A.

“ Earth Tech Intercompany Debt ” means any Indebtedness held by a Purchased Company (or a Subsidiary thereof), on the one hand, and another Purchased Company (or a Subsidiary thereof) on the other hand.

“ Effective Date ” has the meaning given in the Introductory Paragraph.

“ Encumbrance ” means any pledge, lien (including a Tax lien), collateral assignment, security interest, hypothecation, charge or other Claim of a Person of any kind, mortgage, easement, option, deed of trust, title retention, conditional sale or other security arrangement, or any license, order or charge, or any adverse claim of title, ownership or use, or any agreement of any kind restricting transfer or use of real or personal property (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset), but excluding any restrictions on transfer or assignment customarily imposed in a license to use Intellectual Property Rights.

“ Environment ” means the ambient air, surface water, ground water, land, surface or subsurface strata , wetlands, sediments, and other environmental medium and or   natural resources  and the workplace .

“ Environmental Law ” means any federal, state, local, foreign, European Union or other Law, statute, rule, ordinance or regulation or any common law, now or hereafter in effect, governing or relating to pollution or the protection , investigation or restoration of human health or the Environment, releases or threatened releases of Hazardous Substances, or otherwise relating to the manufacture, presence, processing, production, distribution, use, handling, generation, labeling, testing, treatment, storage, transportation, disposal or remediation of Hazardous Substances,  including the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. § 9601 et seq ., as amended by the Superfund Amendments and Reauthorization Act of 1986; the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. § 6901 et seq .; the Federal Clean Air Act, 42 U.S.C. § 7401-7626; and the Federal Water Pollution Control Act and Federal Clean Water Act of 1977, as amended, 33 U.S.C. § 1251 et seq .

“ Equity Participations ” means, other than readily marketable securities listed on a nationally or internationally recognized exchange, (a) any share, quota , security, participation right and any other present or future right entitling the holder, absolutely or contingently (through the exercise of any subscription, conversion, exchange, option or

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similar right) , to participate in the revenues, dividends or equity appreciation of another Person, including capital stock, membership interests, units, performance units, options, warrants, company appreciation rights, interests in “phantom” stock plans, restricted or contingent stock or profits interests, voting securities, stock appreciation rights or equivalents, stock loan purchase plans, convertible debentures or stock bonus plans and (b) commitments to issue any of the foregoing.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ ERISA Affiliate ” means any entity (whether or not incorporated) other than the Parent that, together with the Parent, is required to be treated as a single employer under Section 414(b), (c), (m) or (o) of the Code.

“ Escrow Agreement ” has the meaning given in Section  2.8(b) .

“ Estimated Chinese DBFO Proceeds ” has the meaning given in Section 2.6(a) .

“ Estimated Closing Business Debt ” has the meaning given in Section 2.6(a) .

“ Estimated Closing Change of Control Payments ” has the meaning given in Section 2.6(a) .

“ Estimated Closing Transaction Expenses ” has the meaning given in Section 2.6(a) .

“ Estimated Closing Working Capital ” has the meaning given in Section 2.6(a) .

“ Estimated Dalriada DBFO Proceeds ” has the meaning given in Section 2.6(a) .

“ Estimated Project Contributions ” has the meaning given in Section 2.6(a) .

“ Estimated Other DBFO Proceeds ” has the meaning given in Section 2.6(a) .

“ ETEO ” means Empresa de Transmissao de Energia do Oeste Ltda.

“ Excluded Businesses ” means the business and assets of each of the Brazil Business, the Thai Business, ETEO, Water Technology Australia, the Australia Flow Control Business and the Australia GWPP Business.

“ Excluded Liabilities ” means any and all (a) Liabilities of Parent, Sellers or any Purchased Company, or Liabilities of any Subsidiary of any of the foregoing, that relate to the current or historical business (other than the current or historical operations and activities conducted by Sellers (directly or indirectly) as the “Earth Tech” business ) of Parent or any of its respective Subsidiaries, except as specifically provided herein, (b)  Liabilities of the Excluded Businesses, including Liabilities  related to the closing or discontinuance of any of the Excluded Businesses, (c) any Liabilities related to any claim or notice of claim made by Parent, any Seller, any Purchased Company or any of their

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respective Subsidiaries to any of their respective Captive Insurance Carriers before the Closing, except to the extent set forth on Schedule 1.1-D , (d)  all Liabilities relating to the Identified Claims, (e) all Liabilities relating to Business Debt, (f) all Liabilities relating to Transaction Expenses, (g) all Liabilities relating to Change of Control Payments, (h) all Liabilities relating to Business Benefit Plans unless expressly assumed by Purchaser hereunder or assumed by Purchaser by operation of Law, (i) all Tax Liabilities of the Dormant Entity accruing or arising prior to the Closing Date, (j) all Liabilities related to the German Business other than (1) the Liabilities of the business operated by MEVA Umwelltechnologic GmbH and its Subsidiaries and successors and (2) the Assumed German Liabilities, and (k) Liabilities arising out of or relating to the Retained German Contracts.

“ Excluded Sellers’ IP ” means the Intellectual Property Rights of a Seller, if any, set forth on Schedule 1.1-G that is currently used in the operation of the Business by Sellers but is not being transferred to Purchaser hereunder.

“ Final Allocation ” has the meaning given in Section  2.7 .

“ Financial Statements ” has the meaning given in Section 4.4 .

“ GAAP ” means United States generally accepted accounting principles, consistently applied throughout the specified period and in the immediately prior comparable period .

“ German Assets ” means the assets set forth on Schedule 2.1(c) .

“ German Business ” means all of the business operations and activities conducted by Sellers (directly or indirectly) through Earth Tech Deutschland GmbH, Earth Tech Umwelttechnik GmbH and Earth Tech Klartechnik GmbH at the time of Closing but does not include the operations, activities, assets or liabilities exclusively related to the Retained German Contracts.

“ Government Contract ” means any material Contract related to the Business between any Seller or their Subsidiaries, including the Purchased Companies (or any Subsidiary thereof), and (i) any United States Federal Governmental Body, (ii) any prime contractor to any United States Federal Governmental Body or (iii) any contractor with respect to any contract described in clause (i) or (ii).

“ Governmental Approvals ” means all licenses, consents, permits, certificates, filings, registrations, notifications and other authorizations and approvals required to carry on the Business as conducted as of the date of this Agreement and as of the Closing Date under the applicable Laws of any Governmental Body.

“ Governmental Body ” means any federal, state, provincial, local or foreign government, including the European Union and the United States, or subdivision thereof, or any entity, body or authority exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any federal, state, provincial, local, foreign or European Union government or any court, tribunal, or judicial or arbitral body .

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“ Governmental Order ” means any order, writ, judgment, award, ruling, subpoena, injunction, decree, consent decree, or stipulation entered by or with any Governmental Body.

“ Guaranty Indemnification Agreement ” shall mean the Guaranty Indemnification Agreement, in substantially the form as attached hereto as Exhibit B .

“ Hazardous Substances ” shall mean any pollutant, chemical, substance and any toxic, infectious, carcinogenic, reactive, corrosive, ignitable or flammable chemical, or chemical compound, or hazardous substance, material or waste, whether solid, liquid or gas, that is subject to regulation, control or remediation under any Environmental Laws, including without limitation, any quantity of asbestos in any form, urea, formaldehyde, PCBs, mold, lead, radon gas, crude oil or any fraction thereof, all forms of natural gas, petroleum products or by-products or derivatives.

“ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“ Identified Claims ” means all Claims and/or Losses, whether asserted presently or at any time hereafter, arising out of, or related to, any matters set forth on Schedule 8.12 .

“ Indebtedness ” means with respect to a Purchased Company (or any Subsidiary thereof) , (a) all indebtedness of such Purchased Company (or any Subsidiary thereof) , whether or not contingent, for borrowed money, (b) all obligations of such Purchased Company (or any Subsidiary thereof) for the deferred purchase price of property or services, (c) all obligations of such Purchased Company (or any Subsidiary thereof) evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Purchased Company (or any Subsidiary thereof)   (even though the rights and remedies of such Purchased Company (or any Subsidiary thereof) or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all obligations of such Purchased Company (or any Subsidiary thereof) as lessee under leases that have been or should be, in accordance with GAAP, recorded as capital leases, (f) all payment obligations, contingent or otherwise, of such Purchased Company (or any Subsidiary thereof) under acceptance, letter of credit or similar facilities, (g) all Indebtedness of others referred to in clauses (a) through (f) above guaranteed directly or indirectly in any manner by such Purchased Company (or any Subsidiary thereof) and (h) all Indebtedness referred to in clauses (a) through (f) above secured by any Encumbrance on assets or properties (including accounts and Contract rights) owned by such Purchased Company (or Subsidiary thereof), even though such Purchased Company (or any Subsidiary thereof) has not assumed or become liable for the payment of such Indebtedness.

“ Indemnification Allocation ” means, with respect to any NWE Loss or NWE Tax Obligation, an amount equal to the actual NWE Loss or NWE Tax Obligation suffered and incurred by Purchaser, the Purchased Company or the Subsidiary of a Purchased Company (as applicable) that directly owns the equity interest in such NWE, that is

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allocated to such equity owner of the NWE pursuant to any of the NWE’s organizational documents or any other applicable Contract.

“ Indemnification Notice ” has the meaning given in Section 13.5(a) .

“ Indemnified Party ” has the meaning given in Section 13.5(a) .

“ Indemnifying Party ” has the meaning given in Section 13.5(a) .

“ Initial Allocation ” has the meaning given in Section  2.7 .

“ Intellectual Property Contracts ” means any Contract pursuant to which any of the Sellers and/or any of the Purchased Companies (or Subsidiaries of Sellers and/or any of the Purchased Companies) is a party or otherwise bound (i) granting such Sellers and/or any of the Purchased Companies (or Subsidiaries of Sellers and/or the Purchased Companies) rights to make, use, offer for sale, import or otherwise exploit any of the Licensed Sellers’ IP, (ii) granting any third party any rights to make, use, offer for sale, import or otherwise exploit any of the Owned Sellers’ IP, and/or (iii) restricting a right of Sellers and/or any of the Purchased Companies (or Subsidiaries of Sellers and/or any of the Purchased Companies) to make, use, offer for sale, import or otherwise exploit or register any Sellers’ IP.  The term “Intellectual Property Contracts” does not include Contracts relating to the licensing, on standard terms, of generally available, off-the-shelf Software programs.

“ Intellectual Property Rights ” means (i) inventions, whether or not patentable, reduced to practice or made the subject of one or more pending patent applications, and all improvements thereto, (ii) patents and patent applications (including all renewals, reissues, divisions, continuations, continuations-in-part, extensions and reexaminations thereof) registered or applied for in the United States and all other nations throughout the world, including multinational patent applications, (iii) trademarks, service marks, trade dress, logos, slogans, trade names and corporate names (whether or not registered) in the United States and all other nations throughout the world, including all registrations and applications for registration or renewals of the foregoing and all goodwill associated therewith, (iv) copyrights and rights under copyrights (whether or not registered) and registrations and applications for registration or renewals thereof in the United States and all other nations throughout the world, including all renewals, extensions, reversions or restorations associated with such copyrights, now or hereafter provided by law, regardless of the medium of fixation or means of expression, including any copyrights in Software; (v) trade secrets and confidential business information (including pricing and cost information, and business and marketing plans and customer and supplier lists), technology and know-how (including manufacturing and production processes and techniques and research and development information), (vi)  industrial designs (whether or not registered), (vii)  rights in databases and data collections (including knowledge databases, customer lists and customer databases) in the United States and all other nations throughout the world, (viii) Internet domain name registrations, (ix) all rights in all of the foregoing provided by treaties, conventions and common law, (x) all rights to sue or recover and retain damages and costs and attorneys’ fees for past, present and

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future infringement or misappropriation of any of the foregoing, (xi) other proprietary or intellectual property rights now known or hereafter recognized in any jurisdiction, and (xii) all copies and tangible embodiments of any of the foregoing (in whatever form or medium).

“ Inventory ” means all inventory to the extent used or held for use or produced in the operation or conduct of the Business, wherever located, including raw materials, work-in-process, finished goods, spare parts and shop and production supplies.

“ Joint Venture ” or “ Joint Ventures ” means the contractual relationships set forth on Schedule 1.1-H .

“ Knowledge ” shall mean, when used with respect to (i) Parent or Sellers or any of their Subsidiaries, the actual knowledge, of the individuals, set forth on Schedule 1.1-B , and (ii) Purchaser or any of its Subsidiaries, the actual knowledge of the individuals, set forth on Schedule 1.1-C .

“ Law ” shall mean any law (including common law), statute, regulation, ordinance, rule, order, decree, judgment, consent decree, settlement agreement, governmental requirement or other binding directive issued, enacted, promulgated, entered into, agreed or imposed by any Governmental Body or Governmental Order.

“ Leased Real Property ” has the meaning given in Section 5.11 .

“ Letters of Credit ” means the letters of credit listed on Schedule 5.13(b) .

“ Liability ” or “ Liabilities ” means costs, expenses, payments, expenditures, losses, claims, debts, obligations, Indebtedness, commissions, duties, fees, salaries, performance or delivery penalties, warranty liabilities (whether implicit or explicit or whether granted orally or in writing) and other liabilities and obligations (whether pecuniary or not, including obligations to perform or forebear from performing acts or services), fines or penalties, whether accrued or fixed, absolute or contingent, matured or un-matured, determined or determinable, known or unknown, including those arising under any Law, action or Governmental Order, and those arising under any Contract.

“ License Agreement ” has the meaning given in Section 12.5(c) .

“ Licensed Sellers’ IP ” means the Intellectual Property Rights used in the conduct of the Business as presently conducted that are owned by a third party and licensed to the Sellers or any of the Purchased Companies (or any Subsidiary thereof).

“ Licensor ” means Tyco International Services Holding GmbH.

“ Losses ” has the meaning given in Section 13.1 .

“ Material Adverse Effect ” means any event, circumstance, change or effect that, individually or when considered with any other events, circumstances, changes or effects, is or could reasonably be expected to be materially adverse to the business, assets,

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liabilities, condition (financial or otherwise) or results of operations of the Business, taken as a whole, but in each case other than any change or effect relating to (i) business or economic conditions as a whole or the industries in which the Purchased Companies and their respective Subsidiaries operate, (ii) the engagement by the United States in hostilities whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States, or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States, (iii) financial, banking or securities markets (including any disruption thereof and any decline in the price of any security or any market index), (iv) changes in United States generally accepted accounting principles, (v) changes in Law, rules, regulations, orders, or other binding directives issued by any governmental entity or (vi) the announcement of, or the taking of any action contemplated by, this Agreement and the other agreements contemplated hereby; provided, in the case of clauses (i), (ii), (iii), (iv) and (v) above, such changes or effects do not disproportionately effect the Business, taken as a whole, relative to other industry participants.

“ Material Contracts ” means the contracts set forth on Schedule  5.13(a) .

“ Minimum Per Claim Amount ” has the meaning given in Section 13.4(b) .

“ Misrepresentation Claims ” has the meaning given in Section 13.4(b) .

“ Multiemployer Plans ” has the meaning given in Section 5.7(f) .

“ Non-Competition Period ” has the meaning given in Section 12.1 .

“ Non-Controlled Entity ” means any Person, other than a Joint Venture, in which the Purchaser is directly or indirectly pursuant to this Agreement acquiring an Equity Participation that is equal to, or less than, fifty percent (50%) of the total Equity Participations of such Person, each of which is set forth on Schedule 1.1-E .

“ Non-Solicitation Period ” has the meaning given in Section 12.2(a) .

“ Non-U.S. Business Benefit Plan ” has the meaning given in Section 5.7(l) .

“ Non-U.S. Business Employee ” means any employee of a Seller or its Subsidiaries whose primary place of employment is in a non-U.S. jurisdiction, and who works primarily in the Business.

“ Notification Letter ” means that certain letter agreement by and among Purchaser and Parent, dated as of the date hereof.

“ NWE ” means a non-wholly owned Purchased Company or Subsidiary of a Purchased Company.

“ NWE Loss ” means any Loss suffered or incurred by an NWE.

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“ NWE Tax Obligation ” means any obligation to pay or otherwise satisfy a Tax suffered or incurred by an NWE.

“ Ordinary Course ” means the operation of the Business in the ordinary course and consistent with past practices.

“ Other DBFO Proceeds ” means any equity distribution or dividends, if any, actually received by a Seller or any Affiliate of a Seller from the Other DBFOs between September 28, 2007 and the Closing Date.

“ Other DBFOs ” means any DBFO project other than the Chinese DBFOs and the Dalriada DBFO.

“ Owned Equity Participations ” has the meaning set forth in Section 6.2(b) .

“ Owned Real Property ” has the meaning given in Section 5.11 .

“ Owned Sellers’ IP ” means the Intellectual Property Rights used in the conduct of the Business as presently conducted that are owned by the Sellers or any of the Purchased Companies (or any Subsidiary thereof).

“ Parent ” has the meaning given in the Introductory Paragraph.

“ Parent Guaranties ” means the guarantees listed on Schedule 5.13(b) .

“ Permit ” means any permit, license, approval, consent, registration, variance, certification, franchise, grant, authorization (including marketing and testing authorizations), concession, endorsement, or qualification granted by or obtained from any Governmental Body.

“ Permitted Encumbrances ” means (i) liens for current Taxes or other governmental charges not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings by a Seller or its Subsidiary; (ii) mechanics’, carriers’, workers’, repairers’ and similar statutory liens arising or incurred in the ordinary course of business for amounts which are not delinquent and which are not, individually or in the aggregate, significant; (iii) zoning, entitlement, building and other land use regulations imposed by governmental agencies having jurisdiction over the Leased Real Property or Owned Real Property which are not violated by the current condition, use and operation of the Leased Real Property or Owned Real Property; (iv) covenants, conditions, restrictions, easements and other similar matters of record affecting title to the Leased Real Property or Owned Real Property which do not materially impair the occupancy or use of the Leased Real Property or Owned Real Property for the purposes for which it is currently used or proposed to be used in connection with the Business; (v) liens arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation; (vi) purchase money liens and liens securing rental payments under capital lease arrangements; (vii) liens of lessors and licensors arising under lease agreements or license arrangements; (viii) other liens that do not, individually or in the aggregate, materially impair the use,

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value or marketability of the property subject to such lien, (ix) liens arising under any of the Credit Facilities, (x) liens arising under any Indebtedness permitted to be incurred between signing and Closing in accordance with Section 8.1 , and (xi) liens arising under any of the Earth Tech Intercompany Debt.

“ Permitted Proceeds ” means, with respect to each of Parent’s fiscal quarters (or portions thereof) occurring between September 28, 2007 and the Closing Date, (i) the Base Permitted Proceeds plus (ii) the aggregate amount of all Base Permitted Proceeds that were not received by Parent (directly or indirectly) in any fiscal quarter occurring after September 28, 2007.

“ Person ” means any natural person, firm, corporation, limited liability company, partnership, incorporated or unincorporated association, joint venture, joint stock company, Governmental Body, trust or any other entity of any kind.

“ Phoenix Claims ” means all litigation and Claims, whether asserted presently or at any time hereafter, including, without limitation, Earth Tech v. City of Phoenix, Earth Tech v. Malcolm Pirnie and City of Phoenix vs. Earth Tech, related to the Business’s transactions with the City of Phoenix, AZ (and any subcontractors and vendors retained in connection with such transactions), pertaining to the 91st Ave. Project.

“ Post-Closing Statement ” has the meaning given in Section 2.6(c) .

“ Post-Closing Tax Period ” means (i) any Tax period beginning after the Closing Date and (ii) in the case of any Tax period which includes, but does not begin after, the Closing Date, the portion of such period following, but not including, the Closing Date.

“ Pre-Closing Tax Period ” means (i) any Tax period ending on or before the Closing Date and (ii) in the case of any Tax period which includes, but does not end on, the Closing Date, the portion of such period up to and including the Closing Date.

“ Prime Rate ” means the rate per annum published in the Wall Street Journal from time to time as the prime lending rate prevailing during any relevant period .

“ Proceeding ” has the meaning given in Section 5.6 .

“ Project Contributions ” means any additional capital contributions made by Parent, or an Affiliate of Parent to (i) Dalriada or Querétaro or (ii), to the extent consented to by Purchaser, to any other DBFO related entity, in each case between the Effective Date and the Closing.

“ Prospective Acquirers ” has the meaning given in Section  8.5(c) .

“ Purchase Price ” means the Base Purchase Price as adjusted pursuant to Section 2.6 .

“ Purchased Assets ” has the meaning given in the Whereas clauses.

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“ Purchased Companies ” means the Persons set forth on Schedule 5.3(a) .

“ Purchaser ” has the meaning given in the Introductory Paragraph.

“ Purchaser Cafeteria Plan ” has the meaning given in Section 8.7(e) .

“ Purchaser Deferred Compensation Plan ” has the meaning given in Section 8.7(c) .

“ Purchaser Indemnified Parties ” has the meaning given in Section 13.2 .

“ Purchaser Savings Plan ” has the meaning given in Section 8.7(a) .

“ Purchaser’s Pension Plan Trust ” has the meaning given in Section 8.7(b) .

“ Purchaser Welfare Plan ” has the meaning given in Section 8.6(c) .

“ Querétaro ” means the project involving the construction, start-up, operation, and maintenance of (i) a wastewater treatment plant and (ii) collectors, pumping stations and special crosses for a treated water system to Jurica, each located in the municipality of Querétaro, Mexico, by Promotora Ecológica San Pedro Mártir, S.A. de C.V., Earth Tech México, S.A. de C.V., and Servicios de Agua Trident, S.A. de C.V.

“ Real Property Leases ” has the meaning given in Section 5.11 .

“ Reference Amount ” means Seventy Eight Million Two Hundred Sixty One Thousand Dollars ($78,261,000).

“ Registered IP ” means all United States, international and foreign Intellectual Property Rights within the Owned Sellers’ IP that have been recorded or registered in any applicable jurisdiction or is otherwise the subject of an application, certificate, filing, or registration issued by, filed with, or recorded by any Governmental Entity .

“ Replacement Letters of Credit, Bank Guarantees and Surety Bonds ” has the meaning given in Section 8.8 .

“ Restricted Areas ” means any country in which the Business currently operates.

“ Retained Employees ” means all U.S. Business Employee s and Non- U.S. Business Employee s who are employed by Purchaser or the Purchased Companies and their Subsidiaries, immediately following the Closing Date.

“ Retained German Contracts ” means contracts undertaken by Earth Tech Deutschland GmbH, Earth Tech Umwelttechnik GmbH and Earth Tech Klartechnik GmbH that (i) are not Assigned German Contracts and (ii) do not relate to the performance of the Assigned German Contracts.

“ Retention Payments ” has the meaning given in Section 8.6(c) .

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“ Review Period ” has the meaning given in Section 2.6(d) .

“ Schedule ” or “ Schedules ” has the meaning given in the introductory paragraph to ARTICLE IV .

“ SEC ” means the United States Securities and Exchange Commission.

“ Section 338(h)(10) Election ” has the meaning given in Section  9.12 .

“ Seller ” or “ Sellers ” has the meaning given in the Introductory Paragraph.

“ Seller Cafeteria Plan ” has the meaning given in Section 8.7(e) .

“ Seller Deferred Compensation Plans ” has the meaning given in Section  8.7(c) .

“ Seller Indemnified Parties ” has the meaning given in Section 13.3 .

“ Seller Pension Plan ” means the Whitman and Howard Pension Plan.

“ Seller Savings Plans ” has the meaning given in Section 8.7(a) .

“ Sellers’ IP ” means, collectively, the Licensed Sellers’ IP and the Owned Sellers’ IP.

“ Software ” means computer software, firmware, programs and databases in any form, including Internet web sites, web content and links, source code, executable code, tools, developers kits, utilities, graphical user interfaces, menus, images, icons, and forms, and all versions, updates, corrections, enhancements and modifications thereof, and all related documentation, developer notes, comments and annotations related thereto.

“ Straddle Period ” has the meaning given in Section 9.10 .

“ Subsequent Financial Statements ” has the meaning given in Section 4.4 .

“ Subsidiary ” or “ Subsidiaries ” means, with respect to any Person, any other Person of which (i) if a corporation, a majority of the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, (ii) if a limited liability company, partnership, association or other business entity (other than a corporation), either the managing member or general partner or a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more other Subsidiaries of that Person or a combination thereof and for this purpose, a Person or Persons owns a majority ownership interest in such a business entity (other than a corporation) if such Person or Persons shall be allocated a majority of such business entity’s gains or losses or shall be any managing director or general partner of

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such business entity (other than a corporation) or control any managing director or general partner of such business entity (other than a corporation) or (iii) is otherwise contractually entitled to direct and control.  Notwithstanding anything to the contrary herein, for the purposes hereof, the term Subsidiary shall include all Subsidiaries of any Subsidiary, but the term Subsidiary shall not include any (A) Non-Controlled Entity or (B) Joint Venture.

“ Surety Bonds ” means the bonds listed on Schedule 5.13(b) .

“ Surviving Representations ” has the meaning given in Section 13.4(a) .

“ Target Shares ” means (i) all of the Equity Participations issued by each Purchased Company and held directly by any Seller and (ii) all of the Equity Participations issued by a direct or indirect Subsidiary of a Purchased Company and held directly by any Seller.

“ Tax ” or “ Taxes ” means all taxes of any kind whatsoever (whether payable directly or by withholding), including franchise, income, gross receipts, personal property, real property, ad valorem, value added, sales, use, documentary, stamp, intangible personal property, social security, wages, pension, withholding or other taxes, together with any interest and penalties, additions to tax or additional amounts with respect thereto imposed by any Tax Authority, duties, temporary or other import taxes, or penalties on unpaid or non-declared taxes.

“ Tax Authority ” means any Governmental Body, including social security administrators, or any agent thereof (third-party or otherwise), legally authorized to assess, lien, levy or otherwise collect, litigate or administer Taxes.

“ Tax Benefit ” has the meaning given in Section 13.1(b) .

“ Tax Claim ” has the meaning given in Section 9.2 .

“ Tax Indemnified Party ” has the meaning given in Section 9.2 .

“ Tax Indemnifying Party ” has the meaning given in Section 9.2 .

“ Tax Return ” means any report , return, document, declaration, payee statement or other information or filing required to be supplied to any Tax Authority with respect to Taxes.

“ Tax Sharing Agreements ” has the meaning given in Section 9.7 .

“ Thai Business ” means all of the business operations and activities conducted by Sellers (directly or indirectly) through any of its Affiliates or Subsidiaries (including the Purchased Companies, their Subsidiaries or any Non-Controlled Entity) in Thailand and Turkey prior to or after the Closing, including those operations and activities conducted through Tyco Earth Tech (Thailand) Limited, Earth Tech Engineering (Thailand) Limited and Egcom Tara Co.

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“ Third Party Claim ” has the meaning given in Section 13.5(a) .

“ TIFSA ” has the meaning set forth in the introduction.

“ Transaction ” has the meaning given in the Whereas clauses.

“ Transaction Expenses ” means any cost, expense, payment, expenditure or Liability of a Purchased Company (or any Subsidiary thereof) or for which Purchaser would otherwise become liable (including legal fees and expenses, accounting fees and expenses and financial advisory fees and expenses), whether incurred prior to the date of this Agreement, from the date of this Agreement through the Closing or at or after the Closing (even if the invoice for such fee or expense is not issued until after the Closing), that relates predominantly to the transactions contemplated hereby, but only to the extent performed at or prior to the Closing, including: (a) the participation in or response to the investigation, review and inquiry conducted by Sellers or any of their Affiliates and their agents, representatives and advisors with respect to the potential acquisition of the Business or a Purchased Company (or any Subsidiary thereof) (and the furnishing of information to Purchaser, its Affiliates or any other Person and their agents, representatives and advisors in connection with such investigation and review); (b) the negotiation, preparation, drafting, review, execution, delivery or performance of this Agreement and the Ancillary Agreements or any other certificate, opinion, Contract or other instrument or document delivered or to be delivered in connection with any of the transactions contemplated thereby; and (c) the preparation and submission of any filing or notice required to be made or given in connection with any of the transactions contemplated by this Agreement, or the obtaining of any consent, waiver or approval required to be obtained in connection with any of such transactions (provided that the Purchaser shall be solely responsible for the fees and costs related to the HSR Act and similar non-U.S. Laws).

“ Transaction Taxes ” has the meaning given in Section 9.4 .

“ Transition Meetings ” means the meetings to occur as set forth on Schedule 1.1-F .

“ Transition Services Agreement ” shall mean the Transition Services Agreement, dated as of the Closing Date, between Parent and its Subsidiaries and Purchaser and/or one or more of its Subsidiaries, to be negotiated by the parties hereto between the Effective Date and the Closing Date as contemplated by Section 8.4(a) .

“ Treasury Regulations ” means the federal income tax regulations, including any temporary or proposed regulations, promulgated under the Code, in effect as of the date hereof.

“ U.S. Business Benefit Plan ” has the meaning given in Section 5.7(a) .

“ U.S. Business Employee ” shall mean any employee of a Seller or any of its Subsidiaries whose primary place of employment is in the U.S. and who works primarily in the Business.

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“ Undisputed Amounts ” has the meaning given in Section 2.6(d) .

“ WARN Act ” means the Worker Adjustment and Retraining Notification Act of 1988, as amended, and any other similar Law.

“ Water Technology Australia ” means Water Technology Australia, a water and wastewater system provider offering construction/project management, design-build, and operations and maintenance services in Australia and New Zealand.

1.2 Interpretation .  The headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement.  In the event of a conflict between language or amounts contained in the body of the Agreement and language or amounts contained in the Exhibits or Schedules attached hereto, the language or amounts in the body of the Agreement shall control.  The use of the masculine, feminine or neuter gender or the singular or plural form of words herein shall not limit any provision of this Agreement.  The use of the terms “including” or “include” shall in all cases herein mean “including, without limitation” or “include, without limitation,” respectively.  Reference to any Person includes such Person’s successors and assigns to the extent such successors and assigns are permitted by the terms of any applicable agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually.  Reference to any agreement (including this Agreement), document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof.  Reference to any Law means such Law as amended, modified, codified, replaced or re-enacted, in whole or in part, including rules, regulations, enforcement procedures and any interpretations promulgated thereunder.  Underscored references to Articles, Sections, Subsections or Schedules shall refer to those portions of this Agreement.  The use of the terms “hereunder,” “hereof,” “hereto” and words of similar import shall refer to this Agreement as a whole and not to any particular Article, Section or clause of or Exhibit or Schedule to this Agreement.  No specific representation, warranty or covenant contained herein shall limit the generality or applicability of a more general representation, warranty or covenant contained herein.  A breach of or inaccuracy in any representation, warranty or covenant shall not be affected by the fact that any more general or less general representation, warranty or covenant was not also breached or inaccurate.  The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

ARTICLE II
PURCHASE AND SALE OF TARGET SHARES AND PURCHASED ASSETS

                2.1 Target Shares and Purchased Assets to Be Sold and Purchased at the Closing .  On the terms and subject to the conditions of this Agreement, at the Closing, Parent shall cause each of the Sellers to sell, assign, transfer, convey and deliver to Purchaser (or one or more Affiliates of Purchaser designated by Purchaser in writing not less than ten (10) Business Days prior to Closing), and Purchaser and/or any such Affiliates shall purchase, acquire and receive from each Seller:

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(a)   the Target Shares;

(b)   all right, title and interest of Sellers in and to the Australia GC&E Assets; and

(c)   all right, title and interest of Sellers in and to the German Assets.

2.2 Assumption of Liabilities relating to Purchased Assets .

(a)   Subject to the terms and conditions set forth herein, at the Closing the Purchaser shall assume and agree to pay, honor and discharge when due:

(1)    The Assumed Australia GC&E Liabilities and;

(2)    The Assumed German Liabilities:

(b)   At the Closing, Purchaser shall assume the Assumed Australia GC&E Liabilities and the Assumed German Liabilities by executing and delivering to Sellers an assumption agreement in form and substance substantially in the form attached hereto as the Bill of Sale, Assignment and Assumption Agreement.

2.3 Purchase Price .  Purchaser agrees to pay Parent and Sellers at the Closing Five Hundred Ten Million Dollars (US $510,000,000) (the “ Base Purchase Price ”), subject to adjustment pursuant to Section 2.6(b) , by delivery of immediately available funds.  The Base Purchase Price shall be allocated in accordance with Section 2.7 .

2.4 Closing .  On the terms and subject to the conditions of this Agreement, the sale and purchase of the Target Shares and the Purchased Assets and all of the other closing deliveries required by Sections 11.1 and 11.2 shall take place at a closing at the offices of Kirkland & Ellis LLP located at 200 East Randolph Drive, Chicago, Illinois (the “ Closing ”).  The date on which the Closing actually occurs shall be called the “ Closing Date ” as provided in Section 2.5 .

2.5 Closing Date .  The Closing Date shall be that date, occurring within three (3) Business Days after satisfaction or waiver of the conditions set forth in ARTICLE X , or at such later date as is otherwise selected by Parent and Purchaser.

2.6 Purchase Price Adjustments .

(a)   Not more than fifteen (15) and not less than five (5) Business Days prior to the Closing Date, Parent shall deliver to Purchaser a statement (the “ Transaction Statement ”) that contains Parent’s reasonable good faith estimates of (i) the Closing Working Capital (including all of the components thereof) prepared in accordance with the Calculation Principles (the “ Estimated Closing Working Capital ”), (ii) the Closing Business Debt (the “ Estimated Closing Business Debt ”), (iii) the Closing Transaction Expenses (the “ Estimated Closing Transaction Expenses ”), (iv) the Change of Control Payments (the “ Estimated Closing Change of Control Payments ”), (v) the Project Contributions (the “ Estimated Project Contributions ”), (vi) the Chinese DBFO Proceeds

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(the “ Estimated Chinese DBFO Proceeds ”), (vii) the Dalriada DBFO Proceeds (the “ Estimated Dalriada DBFO Proceeds ”) and (viii) the Other DBFO Proceeds (the “ Estimated Other DBFO Proceeds ”).

(b)   The Base Purchase Price shall be subject to adjustment at the Closing as follows:

(1)   If the Estimated Closing Working Capital is greater than the Reference Amount, the Base Purchase Price shall be increased by such excess.

(2)   If the Estimated Closing Working Capital is less than the Reference Amount, the Base Purchase Price shall be reduced by such deficit.

(3)   The Base Purchase Price shall be reduced by the amount of the Estimated Closing Business Debt, if any.

(4)   The Base Purchase Price shall be reduced by the amount of the Estimated Closing Transaction Expenses, if any.

(5)   The Base Purchase Price shall be reduced by the amount of the Estimated Closing Change of Control Payments, if any.

(6)   If the Business’s land improvements relating to the DBFO project in the City of Beverly Hills, California (the “ Beverly Hills DBFO Assets ”) are sold back to the City of Beverly Hills prior to the Closing, the Base Purchase Price shall be reduced by Eighteen Million Four Hundred Thousand Dollars ($18,400,000); provided that such transaction is closed and all funds related thereto are transferred to Parent (whether directly or indirectly) prior to the Closing; provided further that if (A) there is a fully executed definitive purchase agreement, but such transaction has not closed prior to the Closing then (B) the Base Purchase Price shall be reduced by Eighteen Million Four Hundred Thousand Dollars ($18,400,000) unless Purchaser or any Purchased Company shall be irrevocably entitled to receive the proceeds from the transaction.

(7)   If any DBFO joint venture partner exercises its right to purchase any of the Target Shares pursuant to a contractual right of first refusal, the Base Purchase Price shall be reduced by an amount equal to the dollar amount allocated to such Target Shares (on a pro-rata basis) on Schedule 2.7 ; provided that such transaction is closed and all funds related thereto are transferred to Parent (whether directly or indirectly) prior to the Closing; provided further that if (A) there is a fully executed definitive purchase agreement, but such transaction has not closed prior to the Closing then (B) the Base Purchase Price shall be reduced by an amount equal to the dollar amount allocated to such Target Shares (on a pro-rata basis) on Schedule 2.7 unless Purchaser or any Purchased Company shall be irrevocably entitled to receive the proceeds from the transaction.

(8)   The Base Purchase Price shall be increased by an amount equal to the Estimated Project Contributions, if any.

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(9)   The Base Purchase Price shall be reduced by an amount equal to the Estimated Chinese DBFO Proceeds, if any.

(10) The Base Purchase Price shall be reduced by an amount equal to the Estimated Dalriada DBFO Proceeds, if any.

(11) With respect to each of Parent’s fiscal quarters occurring between September 28, 2007 and the Closing Date, Parent shall be entitled to receive (directly or indirectly) Other DBFO Proceeds in an amount equal to the Permitted Proceeds. The Base Purchase Price shall be reduced by the amount, if any, that the Estimated Other DBFO Proceeds exceeds the aggregate amount of all Permitted Proceeds Parent is entitled to receive between September 28, 2007 and the Closing Date.

The Base Purchase Price, as adjusted pursuant to this Section 2.6(b) , is the “ Closing Payment .”

(c)   Within seventy-five (75) calendar days after the Closing, Purchaser shall prepare and deliver to Parent a statement (the “ Post-Closing Statement ”) of (i) the Closing Working Capital (including all of the components thereof) prepared in accordance with the Calculation Principles, (ii) the Closing Business Debt, (iii) the Closing Transaction Expenses, (iv) the Change of Control Payments, (v) the Project Contributions, (vi) the Chinese DBFO Proceeds, (vii) the Dalriada DBFO Proceeds and (viii) the Other DBFO Proceeds.

(d)   Parent shall notify Purchaser of its acceptance or dispute of any amounts reflected on the Post-Closing Statement, within thirty (30) calendar days after Parent’s receipt of such statement (such 30-day period hereinafter referred to as the “ Review Period ”).  Any such notice of disagreement shall specify, with a reasonably detailed explanation, those items or amounts as to which Parent disagrees (and shall include Parent’s proposed changes to Purchaser’s calculation of the Closing Working Capital, Closing Business Debt, Change of Control Payments, Closing Transaction Expenses, Project Contributions, Chinese DBFO Proceeds, Dalriada DBFO Proceeds and Other DBFO Proceeds, as applicable).  Parent shall be deemed to have agreed with all other items and amounts included in the Post-Closing Statement delivered pursuant to Section 2.6(c)  and Parent or Purchaser, as applicable, shall pay within five (5) Business Days of the conclusion of the Review Period the maximum amount, if any, which Purchaser and Parent agree would otherwise be owed pursuant to Section 2.6(f) , as applicable, upon the final resolution of Closing Working Capital, Closing Business Debt, Change of Control Payments, Closing Transaction Expenses, Project Contributions, Chinese DBFO Proceeds, Dalriada DBFO Proceeds and Other DBFO Proceeds, as applicable (the “ Undisputed Amounts ”).

(e)   In the event of a dispute with respect to the Post-Closing Statement, Purchaser and Parent shall negotiate in good faith to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties.  If Purchaser and Parent are unable to reach a resolution to such effect within thirty (30) calendar days after Purchaser’s receipt of Parent’s written notice of

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disagreement, Purchaser and Parent shall submit the amounts remaining in dispute for resolution to the New York, New York office of KPMG LLP or such other independent accountant firm of international reputation as is mutually agreed to and appointed by Purchaser and Parent (such independent accounting firm being herein referred to as the “ Accounting Firm ”).  The Accounting Firm shall be directed to, within thirty (30) calendar days after submission of the dispute, determine and report to the parties upon such remaining disputed amounts with respect to the Post-Closing Statement, and such report shall be final, binding and conclusive on the parties hereto and shall constitute an arbitral award upon which a judgment may be entered in any court having jurisdiction thereof.  The Accounting Firm shall address only those items in dispute.  Purchaser shall bear and pay a percentage of the fees and disbursements of the Accounting Firm that is equal to the percentage of the total dollar amount of changes proposed to the Post-Closing Statement by Parent that are successful, and Parent shall bear and pay a percentage of the fees an disbursements of the Accounting Firm that is equal to the percentage of the total dollar amount of changes proposed to the Post-Closing Statement by Parent that are not successful, in each case as determined by the Accounting Firm.

(f)    No later than five (5) Business Days after the final resolution of Closing Working Capital, Closing Business Debt, Change of Control Payments, Closing Transaction Expenses, Project Contributions, Chinese DBFO Proceeds, Dalriada DBFO Proceeds or Other DBFO Proceeds, as applicable, in accordance with this Section 2.6 , Purchaser or Parent, as applicable, shall make the following payments; provided that , such payments shall only be made to the extent that the amounts owed have not otherwise been satisfied by a prior payment, if any, of the Undisputed Amounts pursuant to Section 2.6(d) :

(1)   If the Closing Working Capital as finally determined in accordance with this Section 2.6 is less than the Estimated Closing Working Capital, Parent shall pay the amount of such shortfall to Purchaser.

(2)   If the Closing Working Capital as finally determined in accordance with this Section 2.6 is greater than the Estimated Closing Working Capital, Purchaser shall pay the amount of such excess to Parent.

(3)   If the Closing Business Debt as finally determined in accordance with this Section 2.6 is less than the Estimated Closing Business Debt, Purchaser shall pay the amount of such shortfall to Parent.

(4)   If the Closing Business Debt as finally determined in accordance with this Section 2.6 is greater than the Estimated Closing Business Debt, Parent shall pay the amount of such excess to Purchaser.

(5)   If the Closing Transaction Expenses as finally determined in accordance with this Section 2.6 are less than the Estimated Closing Transaction Expenses, Purchaser shall pay the amount of such shortfall to Parent.

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(6)   If the Closing Transaction Expenses as finally determined in accordance with this Section 2.6 are greater than the Estimated Closing Transaction Expenses, Parent shall pay the amount of such excess to Purchaser.

(7)   If the Change of Control Payments as finally determined in accordance with this Section 2.6 are less than the Estimated Closing Change of Control Payments, Purchaser shall pay the amount of such shortfall to Parent.

(8)   If the Change of Control Payments as finally determined in accordance with this Section 2.6 are greater than the Estimated Closing Change of Control Payments, Parent shall pay the amount of such excess to Purchaser.

(9)   If the Project Contributions as finally determined in accordance with this Section 2.6 are less than the Estimated Project Contributions, Parent shall pay the amount of such shortfall to Purchaser.

(10) If the Project Contributions as finally determined in accordance with this Section 2.6 are greater than the Estimated Project Contributions, Purchaser shall pay the amount of such excess to Parent.

(11) If the Chinese DBFO Proceeds as finally determined in accordance with this Section 2.6 are less than the Estimated Chinese DBFO Proceeds, Purchaser shall pay the amount of such shortfall to Parent.

(12) If the Chinese DBFO Proceeds as finally determined in accordance with this Section 2.6 are greater than the Estimated Chinese DBFO Proceeds, Parent shall pay the amount of such excess to Purchaser.

(13) If the Dalriada DBFO Proceeds as finally determined in accordance with this Section 2.6 are less than the Estimated Dalriada DBFO Proceeds, Purchaser shall pay the amount of such shortfall to Parent.

(14) If the Dalriada DBFO Proceeds as finally determined in accordance with this Section 2.6 are greater than the Estimated Dalriada DBFO Proceeds, Parent shall pay the amount of such excess to Purchaser.

(15) If the Other DBFO Proceeds as finally determined in accordance with this Section 2.6 are less than the Estimated Other DBFO Proceeds (and the Estimated Other DBFO Proceeds was greater than the aggregate amount of all Permitted Proceeds Parent is entitled to receive between the Effective Date and the Closing Date), Purchaser shall pay the amount of such shortfall to Parent; provided , however that Purchaser shall not be obligated to pay Parent any amount in excess of the amount by which the Base Purchase Price was reduced pursuant to Section 2.6(b)(11) , if any.

(16) If the Other DBFO Proceeds as finally determined in accordance with this Section 2.6 are greater than the Estimated Other DBFO Proceeds (and the Estimated Other DBFO Proceeds were greater than the aggregate amount of all

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Permitted Proceeds Parent is entitled to receive between the Effective Date and the Closing Date), Parent shall pay the amount of such excess to Purchaser.

(g)   Any payment to be made as a result of an adjustment to the Base Purchase Price pursuant to this Section 2.6 shall be paid by wire transfer of immediately available funds, together with interest thereon for the period commencing on the Closing Date through the date on which such payment is made calculated at the Prime Rate.  Such interest shall be payable at the same time as the payment to which it relates and shall be calculated daily on the basis of a year of 365 days and the actual number of days elapsed.

2.7 Allocation of Purchase Price .  The Base Purchase Price and the Assumed Liabilities shall be allocated among the Target Shares and the Purchased Assets as set forth on Schedule 2.7 (the “ Initial Allocation ”).  As soon as practicable after the determination of the Closing Working Capital, Closing Business Debt, Change of Control Payments, Closing Transaction Expenses, Project Contributions, Chinese DBFO Proceeds, Dalriada DBFO Proceeds and Other DBFO Proceeds, Parent and Purchaser shall adjust the Initial Allocation to reflect these items on a gross basis (as adjusted, and including any subsequent adjustments to the extent that indemnification payments are treated as purchase price adjustments, the “ Final Allocation ” ).  The Final Allocation, to the extent applicable, shall be prepared in accordance with Section 1060 of the Code . Parent and Purchaser shall negotiate in good faith to resolve any disputes regarding the Final Allocation.  If Parent and Purchaser are unable to agree on the Final Allocation within thirty (30) calendar days after the determination of the Closing Working Capital, Closing Business Debt, Change of Control Payments, Closing Transaction Expenses, Project Contributions, Chinese DBFO Proceeds, Dalriada DBFO Proceeds and Other DBFO Proceeds, the parties shall submit any dispute for resolution to the Accounting Firm, which shall be directed to, within thirty (30) calendar days after such submission, determine and report to the parties upon such remaining disputes with respect to the Final Allocation, and such report shall be final, binding and conclusive on the parties hereto and shall constitute an arbitral award upon which a judgment may be entered in any court having jurisdiction thereof.  The fees and disbursements of the Accounting Firm shall be shared equally by Parent and Sellers, on the one hand, and Purchaser, on the other hand.  The Final Allocation shall be binding on the parties hereto and none of the parties shall take any position inconsistent with such allocation for Tax purposes.

2.8 Withholding .

(a)   Except as provided in Section 2.8(b) , all payments required to be made by Purchaser pursuant to this ARTICLE II shall be made net of any applicable withholding Tax in accordance with this Section 2.8(a) .  No later than five (5) Business Days (i) prior to the Closing Date and (ii) after the Closing Working Capital, Closing Business Debt, Change of Control Payments, Closing Transaction Expenses, Project Contributions, Chinese DBFO Proceeds, Dalriada DBFO Proceeds and Other DBFO Proceeds are finally determined in accordance with Section 2.6 , Parent shall provide to Purchaser, with supporting documentation, the calculation of the amount of Tax, if any, to be withheld by Purchaser from the Base Purchase Price and any payment made by Purchaser to Parent pursuant to Section 2.6 , respectively, and remitted to any Tax

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Authority.  Any such withholding shall not be subject to a gross-up.  Purchaser shall timely remit any such Tax to the applicable Tax Authority and, within five (5) Business Days of payment of any such withholding Tax pursuant to this Section 2.8(a) , Purchaser shall deliver to Parent the original receipt or Tax Return related to such payment.

(b)   Purchaser shall be entitled to withhold from the Base Purchase Price twenty-five percent (25%) of the amount of Base Purchase Price allocable to the acquisition of the shares of Earth Tech (Canada) Inc. pursuant to Section 2.7 (including for greater certainty, an adjustment to such allocation made as a result of Section 2.6 ), unless documentation from the applicable Tax Authority in a form satisfactory to the Purchaser, acting reasonably, is provided to Purchaser at or prior to the Closing (the “ Canadian Tax Documentation ”).  In the event that the Canadian Tax Documentation has not been provided to the Purchaser prior to the Closing and notwithstanding Section 2.8(a) , Purchaser shall deposit any such withheld amounts into an escrow account pursuant to the terms and conditions of an Escrow Agreement substantially in the form attached hereto as Exhibit C (the “ Escrow Agreement ”), and to be governed by the terms and conditions set forth therein.

ARTICLE III
CONSENTS; INTERCOMPANY ACCOUNTS; CASH

3.1 Certain Provisions Regarding Assignments .

(a)   Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any Contract or Permit or any Claim, right, benefit or obligation thereunder or resulting therefrom if an assignment or transfer thereof, without the Consent of a third party thereto, would constitute a breach or violation thereof and such Consent is not obtained at or prior to the Closing.

(b)   If Sellers are not successful in obtaining any Consent under a Material Contract or material Permit at or prior to the Closing, then the parties agree that on and after the Closing Sellers (A) will, at the request of Purchaser, use commercially reasonable efforts to obtain such Consent (as contemplated by Section 8.4(c) ) and, either directly or by causing one of Sellers’ Subsidiaries to, in the name of Purchaser or such Purchased Companies (or such Purchased Companies’ Subsidiaries) or otherwise, use commercially reasonable efforts (at the cost of Sellers of an amount up to, but that shall not in any event exceed $500,000 in the aggregate with respect to any out-of-pocket costs associated therewith) (i) to assure that the rights of Purchaser or such Purchased Companies (or any Subsidiaries thereof) under such Contracts and Permits shall be preserved and (ii) to facilitate receipt of the consideration and other economic benefits to be received by Purchaser or such Purchased Companies (or any Subsidiaries thereof) in and under every such Material Contract and material Permit, which consideration shall be held for the benefit of, and shall be delivered to, Purchaser or such Purchased Companies (or any Subsidiaries thereof) and (B) shall not, and shall cause their Subsidiaries not to, agree to any amendment, supplement, waiver or other modification of any such Material Contract or material Permit without the prior written consent of Purchaser.  Sellers

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hereby agree to provide Purchaser with a copy (if written) or written summary (if such communication was made orally) of any material communication with respect to any such material Consent, Material Contract or material Permit, which copies or summaries shall be given to Purchasers as soon as practicable, but in no event later than ten (10) Business Days after Sellers’ receipt of any such communication.

3.2 Seller Settlement of Cash and Intercompany Accounts .

(a)   Notwithstanding anything to the contrary herein, at any time prior to the Closing, Parent may, in its sole and absolute discretion, cause any Purchased Company, or any Subsidiary thereof, to distribute or transfer any cash on its balance sheet to Parent or any Seller through a distribution, reduction of capital, creation of an intercompany loan or otherwise.

(b)   Notwithstanding anything to the contrary herein, Parent shall cause each intercompany account, other than with respect to accounts relating to the trade of goods or services in the Ordinary Course to the extent treated as current liabilities for purposes of the Closing Working Capital calculation, existing between a Purchased Company and Parent or any Affiliate of Parent, other than another Purchased Company or Subsidiary thereof, to be eliminated prior to the Closing by repayment, capital contribution, distribution, creation of an intercompany loan, forgiveness, or any combination of the foregoing, at the Parent’s sole and absolute discretion, provided, however , that no such action shall adversely prejudice Purchaser.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PARENT

Parent represents and warrants to Purchaser that the statements contained in this ARTICLE IV are correct and complete as of the date of this Agreement and as of the Closing Date, except as expressly set forth in the disclosure schedules delivered by Parent and Sellers to Purchaser on the date hereof (the “ Schedules ”).  The information disclosed in any numbered part of the Schedules shall be deemed to relate to and to qualify only the particular representation or warranty set forth in the corresponding numbered Section in this Agreement; provided , however , any matter disclosed in a Schedule by Parent or Sellers shall be deemed to constitute disclosure against all other representations and warranties of Parent and Sellers to the extent it is reasonably apparent on the face of such disclosure that the matter disclosed is relevant to such other representations and warranties of Parent or Sellers.

4.1 Incorporation and Authority of Parent .  Parent is an entity duly organized, validly existing and in good standing (to the extent such a concept exists in the jurisdiction of Parent’s formation) under the Laws of its jurisdiction of organization.  Parent has all necessary power and authority to enter into this Agreement and the Ancillary Agreements, to the extent it will be a party thereto, to carry out and perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.  The execution and delivery by Parent of this Agreement and the Ancillary Agreements, to the extent it will be a party thereto, and the consummation by

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Parent of the transactions contemplated on its part hereby and thereby, have been duly  and validly authorized by all necessary corporate action on the part of Parent and no other corporate action on the part of Parent, its board of directors or its stockholders is necessary to authorize this Agreement and the Ancillary Agreements, to the extent Parent will be a party thereto, and the consummation by Parent of the transactions contemplated on its part hereby and thereby.  This Agreement has been duly executed and delivered by Parent, and the Ancillary Agreements will, at the Closing, be duly executed and delivered by Parent to the extent Parent is party thereto, and (assuming due authorization, execution and delivery by each other party thereto) this Agreement constitutes, and when executed and delivered by Parent, to the extent Parent is party thereto, the Ancillary Agreements will constitute, legal, valid and binding obligations of Parent enforceable against Parent in accordance with their terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether enforcement is sought in a proceeding at law or in equity).  Except as set forth on Schedule 4.1 , each Seller (other than Parent) is, directly or indirectly, a wholly owned Subsidiary of Parent.

                4.2 No Conflict .  The execution, delivery and performance by Parent of this Agreement and any Ancillary Agreement to which it is a party and the consummation of the transactions contemplated hereby and thereby does not and will not: (a) conflict with or violate the certificate of incorporation or bylaws (or similar organizational documents) of Parent; (b) conflict with or violate in any material respect any material Law, Permit, Governmental Order, concession, franchise or license applicable to Parent or any of the assets of the Business; or (c) result, in any material respect, in the violation or breach of, or constitute (with or without notice of lapse of time, or both) a material default (or give rise to a right of termination, cancellation, modification or acceleration of any material obligation or material loss of any benefit) under, result in an Encumbrance (other than Permitted Encumbrances) under, any of the terms, conditions or provisions of any Material Contract.

                4.3 Consents and Governmental Approvals .  Except for those Consents and Governmental Approvals set forth on Schedule 4.3 that are obtained or made and in force at the Closing, the execution, delivery and performance by Parent of this Agreement and any Ancillary Agreement to which it is a party and the consummation of the transactions contemplated hereby and thereby does not and will not require any material Consent or Governmental Approval from or with any Person or any Governmental Body, except for compliance with the applicable requirements of the HSR Act or other applicable Competition Laws.

            4.4 Financial Statements .

(a)   The audited financial statements of the Business for the periods ended September 30, 2005 and September 29, 2006 and included in Schedule 4.4 (the “ Financial Statements ”) and the financial statements for the period ended September 28, 2007 (the “ Subsequent Financial Statements ”) to be provided pursuant to Section 8.3(d)  have been or will be prepared in all material respects in accordance with GAAP and

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present fairly and accurately (or will present fairly and accurately) in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Business as of the dates of and for the periods presented.

(b)   The Sellers have devised and maintained systems of internal accounting controls with respect to the Business sufficient to provide reasonable assurances that (i) all transactions are executed in accordance with management’s general or specific authorization, (ii) all transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain proper accountability for items, (iii) access to their property and assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for items is compared with the actual levels at reasonable intervals and appropriate action is taken with respect to any differences.

(c)   None of the Purchased Companies (or any Subsidiary of a Purchased Company) has any material Liabilities required to be reflected in the Financial Statements in accordance with GAAP, and whether due or to become due, except for: (i) Liabilities set forth on Schedule 4.4(c) , (ii) Liabilities identified as such in the mostly recently dated balance sheet and footnotes, if any, included in the Subsequent Financial Statements, (iii) liabilities under the Material Contracts set forth in Schedule 5.13(a)  and (iv) Liabilities that were incurred after September 28, 2007 in the Ordinary Course.

4.5 Financial Advisors .  Other than UBS Investment Bank, no Person has acted, directly or indirectly, as a broker, finder or financial advisor for Parent or any of its Subsidiaries (including any Purchased Company or any Subsidiary thereof) in connection with this Agreement or the transactions contemplated thereby and no Person is entitled to any fee or commission or like payment from Purchaser in respect thereof.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF SELLERS

Each Seller represents and warrants to Purchaser that the statements contained in this ARTICLE V are true, correct and complete as of the date of this Agreement and as of the Closing Date, except as expressly set forth in the Schedules.  The information disclosed in any numbered part of the Schedules shall be deemed to relate to and to qualify only the particular representation or warranty set forth in the corresponding numbered Section in this Agreement; provided , however , any matter disclosed in a Schedule by Parent or Sellers shall be deemed to constitute disclosure against all other representations and warranties of Parent and Sellers to the extent it is reasonably apparent on the face of such disclosure that the matter disclosed is relevant to such other representations and warranties of Parent or Sellers.

                5.1 Incorporation and Authority of Sellers .  Each Seller is an entity duly organized, validly existing and in good standing (to the extent such a concept exists in the jurisdiction of such entity’s formation) under the Laws of its jurisdiction of organization.  Each Seller is duly qualified to do business in each jurisdiction where the nature of its business or properties makes such qualification necessary, except where the failure to be

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so qualified would not, individually or in the aggregate, reasonably be expected to be material to the Business.  Each Seller has all necessary power and authority to enter into this Agreement and the Ancillary Agreements, to the extent it will be a party thereto, to carry out and perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.  The execution and delivery by such Seller of this Agreement and the Ancillary Agreements, to the extent it will be a party thereto, and the consummation by such Seller of the transactions contemplated on its part hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of such Seller and no other action on the part of such Seller is necessary to authorize this Agreement and the Ancillary Agreements, to the extent such Seller will be a party thereto, and the consummation by such Seller of the transactions contemplated on its part hereby and thereby.  This Agreement has been duly executed and delivered by each Seller, and the Ancillary Agreements will, at the Closing, be duly executed and delivered by each such Seller to the extent it is party thereto, and (assuming due authorization, execution and delivery by each other party thereto) this Agreement constitutes, and when executed and delivered by each such Seller, to the extent it is party thereto, the Ancillary Agreements will constitute, legal, valid and binding obligations of such Seller, enforceable against such Seller in accordance with their terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (regardless of whether enforcement is sought in a proceeding at law or in equity).  The Dormant Entity has not conducted any business for at least three (3) years and does not have any Liabilities. g

            5.2 Purchased Companies .  Accurate and complete copies of the articles of incorporation and bylaws (or similar organizational instruments) of each Purchased Company have been delivered to Purchaser.  No Purchased Company will be in default under or in violation of any provision of its articles of incorporation or bylaws (or similar organizational documents) at the Closing.  Each Purchased Company is an entity duly organized, validly existing and (where such concept is applicable) in good standing under the Laws of its jurisdiction of organization. Each Purchased Company is duly qualified to do business in each jurisdiction where the nature of its business or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to be material to the Business.  Except as set forth o n Schedule 5.2 , 5.3(a) , 5.3(c) , 1.1-E or 1.1-H , no Purchased Company or Subsidiary of a Purchased Company owns any Equity Participation in another Person.

                5.3 Capitalization and Subsidiaries.

(a)   Schedule 5.3(a)  sets forth a true, accurate and complete list of the authorized Equity Participations of each Purchased Company, the issued and outstanding Equity Participations of each Purchased Company and the legal ownership thereof.  All of the Target Shares are validly issued, fully paid and nonassessable and free and clear of any and all Encumbrances except for the Permitted Encumbrances.

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(b)   Each Seller has the full right to sell, convey, transfer, assign and deliver the Target Shares owned by it to Purchaser (or its designees) and, upon the Closing, Purchaser (or its designees) will have good and valid title to all such Target Shares, free and clear of all Encumbrances except for the Permitted Encumbrances.  Other than the Target Shares, there are (i) no Equity Participations in any Purchased Company (or any of its Subsidiaries) issued or outstanding, (ii) no Contracts with respect to the issuance, sale or transfer of Equity Participations by any Purchased Company (or any of its Subsidiaries), (iii) Contracts with respect to the voting of any capital stock of any Purchased Company (or any of its Subsidiaries), (iv) no preemptive rights, rights of participation, rights of maintenance or any similar rights with respect to Equity Participations in any Purchased Company (or any of its Subsidiaries) and (v) Contracts with respect to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any Equity Participations in any Purchased Company (or any of its Subsidiaries).

(c)   Schedule 5.3(c)  lists each Subsidiary of each Purchased Company and the jurisdiction of organization thereof.  Except as indicated on Schedule 5.3(c) , all of the issued and outstanding shares of capital stock of, or other Equity Participations in, each such Subsidiary have been validly issued and are fully paid and nonassessable and are owned, directly or indirectly, by a Purchased Company or a Seller, free and clear of all Encumbrances except for the Permitted Encumbrances.

                5.4 No Conflict .  The execution, delivery and performance of this Agreement and the Ancillary Agreements, by any Seller or any Purchased Company, to the extent that any such entity will be a party hereto or thereto, does not and will not: (a) conflict with or violate the articles of incorporation or bylaws (or similar organizational documents) of any Seller or any Purchased Company (or any of its Subsidiaries); (b) conflict with or violate, in any material respect, any material Law, Permit, Governmental Order, concession, franchise or license applicable to any Seller, any Purchased Company (or any of its Subsidiaries), any of their respective assets or any of the Business Assets; (c)  result, in any material respect, in the violation or breach of, or constitute (with or without notice of lapse of time, or both) a material default (or give rise to a right of termination, cancellation, modification or acceleration of any material obligation or material loss of any benefit) under, result in an Encumbrance (other than Permitted Encumbrances) under, any of the terms, conditions or provisions of any Material Contract to which any Purchased Company or any Subsidiary of a Purchased Company is a party; (d) result, in any material respect, in the creation of any Encumbrance on any of the Target Shares owned by any Seller other than the Permitted Encumbrances or (e) result in or give any Person any additional material right or entitlement (including any preemptive right, right of first refusal, right of first offer or similar right) under any of the terms, conditions or provisions of any Material Contract to which any Seller, Purchased Company or any Subsidiary of a Purchased Company is a party or to which any of the Business Assets are bound.

                5.5 Consents and Governmental Approvals .  Except for those Consents and Governmental Approvals set forth on Schedule 5.5 , the execution, delivery and

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performance by each Seller of this Agreement and any Ancillary Agreement to which it is a party and the consummation of the transaction contemplated hereby and thereby does not and will not, require any material Consent or Governmental Approval from or with any Person or any Governmental Body, except for compliance with the applicable requirements of the HSR Act or other applicable Competition Laws.

                5.6 Litigation .  There is no material suit, action, investigation, arbitration, or proceeding (administrative or judicial) (“ Proceeding ”) pending or, to the Knowledge of Parent, threatened against or directly affecting any Purchased Company (or any of its Subsidiaries), the Business or the Business Assets thereof, or with respect to any Government Contract, by or before any Governmental Body.  To the Knowledge of Parent, none of the Purchased Companies (or any of their Subsidiaries) or the Business Assets are subject to any material Governmental Order.  No Purchased Company (or any Subsidiary thereof) has threatened or initiated  the commencement of any material Proceeding against any other Person.

                5.7 Employee Benefits.

(a)   Schedule  5.7(a)  lists each “employee benefit plan” (as defined in Section 3(3) of ERISA) (whether or not subject to ERISA) and each other material plan, policy, program practice, agreement, understanding or arrangement providing compensation or other benefits to any current or former director, officer, employee or consultant (or to any dependent or beneficiary thereof) of the Business, which is subject to the laws of any jurisdiction of the United States, and which is now, maintained, sponsored or contributed to by the Sellers or any ERISA Affiliate, or under which the Sellers or any ERISA Affiliate have or may have any obligation or liability, whether actual or contingent, including, without limitation, all retirement, compensation, incentive, bonus, deferred compensation, cafeteria, medical, disability, stock purchase, stock option, stock appreciation, phantom stock, restricted stock or other stock-based compensation plans, policies, programs, practices or arrangements (each a “ U.S. Business Benefit Plan ”). In addition, Schedule  5.7(a)  identifies with an asterisk each such US Business Benefit Plan that that is currently sponsored or maintained by the Purchased Companies or under which such Purchased Companies, the Purchaser or any of their Affiliates shall have any liability following the Closing Date (each such plan shall be referred to herein as an “ Assumed U.S. Business Benefit Plan ”).

(b)   With respect to each U.S. Business Benefit Plan, Sellers have made available to Purchaser true and complete copies, to the extent applicable,  of (i) each U.S. Business Benefit Plan (or, if not written, a written summary of its material terms), including without limitation all plan documents, trust agreements, insurance contracts or other funding vehicles and all amendments thereto, (ii) all summaries and summary plan descriptions, including any summary of material modifications (iii) the three most recent annual reports (Form 5500 series) filed with the IRS, (iv) the most recent actuarial report or other financial statement relating to an Assumed U.S. Business Benefit Plan, (v) the most recent determination or opinion letter, if any, issued by the IRS and any pending request for such a letter and (vi) all material filings made with any Governmental Bodies,

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including but not limited any filings under the Employee Plans Compliance Resolution System or the  Department of Labor Delinquent Filer Program.

(c)   Each Assumed U.S. Business Benefit Plan complies in all material respects in form and operation, and has been administered in all material respects in accordance with, its terms and all applicable laws, including ERISA and the Code, and all contributions required to be made under the terms of any of the Assumed U.S. Business Benefit Plans as of the date of this Agreement have been timely made or, if not yet due, have been properly reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Financial Statements prior to the date of this Agreement in accordance with GAAP.  With respect to each Assumed U.S. Business Benefit Plan, all tax, annual reporting and other governmental filings required by ERISA and the Code have been timely filed with the appropriate Governmental Body and all notices and disclosures have been timely provided to participants, except as would not have a material impact on the Business.  With respect to the U.S. Business Benefit Plans, no event has occurred and, to the Knowledge of Sellers, there exists no condition or set of circumstances in connection with which the Purchaser or the Business could be subject to any material liability (other than for routine benefit liabilities) under the terms of, or with respect to, such U.S. Business Benefit Plans, ERISA, the Code or any other applicable Law.

(d)   Each Assumed U.S. Business Benefit Plan which is intended to qualify under Section 401(a), of the Code has either (i) received a favorable determination letter from the IRS as to its qualified status, or (ii) may rely upon a favorable prototype opinion letter from the IRS, and each trust established in connection with any U.S. Business Benefit Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code is so exempt, and to the Knowledge of Sellers, no fact or event has occurred that could reasonably be expected to adversely affect the qualified status of any such U.S. Business Benefit Plan or the exempt status of any such trust.

(e)   To the Knowledge of Sellers, there has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code and other than a transaction that is exempt under a statutory or administrative exemption) with respect to any Assumed U.S. Business Benefit Plan that could result in liability to the Purchaser or the Business.   Neither the Sellers, nor, to the Knowledge of Sellers, any other person or entity has any express or implied commitment that is legally enforceable, to modify, change or terminate any Assumed U.S. Business Benefit Plan, that could reasonably be expected to materially increase the cost associated with such Assumed U.S. Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code.  No suit, administrative proceeding, action or other litigation has been brought, or to the Knowledge of Sellers is threatened, against or with respect to any such Assumed U.S. Business Benefit Plan, including any audit or inquiry by the IRS or United States Department of Labor.

(f)    Except as set forth on Schedule 5.7(f) , no U.S. Business Benefit Plan is a “multiemployer plan” (as defined in Section 3(37) of ERISA) (a “ Multiemployer Plan ”) and no Assumed U.S. Business Benefit Plan is a pension plan subject to Title IV

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or Part 3 of Title I of ERISA or Section 412 of the Code.  No material liability under Title IV of ERISA has been incurred by the Sellers or any ERISA Affiliate in respect of any U.S. Business Benefit Plan that has not been satisfied in full, and no condition exists that presents a material risk to the Purchaser of incurring or being subject (whether primarily, jointly or secondarily) to a material liability thereunder.  None of the assets of the Purchased Companies are, the subject of any lien arising under ERISA or Section 412(n) of the Code with respect to any U.S. Business Benefit Plan.

(g)   With respect to each Assumed U.S. Business Benefit Plan required to be set forth in Schedule 5.7(f)  that is subject to Title IV or Part 3 of Title I of ERISA or Section 412 of the Code (other than a Multiemployer Plan), (i) to the Knowledge of Sellers, no reportable event (within the meaning of Section 4043 of ERISA, other than an event for which the reporting requirements have been waived by regulations) has occurred, (ii) there was not an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, as of the most recently ended plan year of such U.S. Business Benefit Plan, (iii) the Sellers and each ERISA Affiliate have made when due any “required installments” within the meaning of Section 412(m) of the Code and Section 302(e) of ERISA, whichever may apply, (iv) neither the Sellers nor any ERISA Affiliate are required to provide security under Section 401(a)(29) of the Code, (v) all premiums (and interest charges and penalties for late payment, if applicable) have been paid when due to the Pension Benefit Guaranty Corporation (“PBGC”) and (vi) no filing has been made by the Sellers or any ERISA Affiliate with the PBGC and no proceeding has been commenced by the PBGC to terminate any such Assumed U.S. Business Benefit Plan and to the Knowledge of Sellers no condition exists which could constitute grounds for the termination of any such U.S. Business Benefit Plan by the PBGC.

(h)   Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will result in any payment, acceleration or creation of any rights of any person to benefits under any Assumed U.S. Business Benefit Plan.  No amount that would be received (whether in cash, property, the vesting of property or otherwise) as a result of or in connection with the consummation of the transactions contemplated by this Agreement (either alone or in combination with any other event) by any employee, officer, director or other service provider of the Company or any of its subsidiaries who is a “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) could be characterized as an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code).

(i)    Except as set forth on Schedule 5.7(i)  or as required by applicable Law, no Assumed U.S. Business Benefit Plan provides any of the following retiree or post-employment benefits to any person: medical, disability or life insurance benefits.

(j)    No Assumed U.S. Business Benefit Plan is a voluntary employee benefit association under Section 501(a)(9) of the Code.  With respect to each Assumed U.S. Business Benefit Plan, the Sellers and each ERISA Affiliate are in compliance in all material respects with (i) the requirements of the applicable health care continuation and notice provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as

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amended, and the regulations (including proposed regulations) thereunder and any similar state law and (ii) the applicable requirements of the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations (including the proposed regulations) thereunder.

(k)   To the Knowledge of Sellers, each Assumed U.S. Business Benefit Plan (if any) that is a nonqualified deferred compensation plan subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 2005 through the date hereof that could reasonably be expected to result in any material liability to the Purchaser or the Business.  All stock options granted under an Assumed U.S. Business Benefit Plan (if any) have been granted in compliance with the terms of applicable Law and the applicable plans and have (or with respect to such options which have been exercised as of the date of this Agreement, had) a per share exercise price that is (or with respect to such options which have been exercised as of the date of this Agreement, was) at least equal to the fair market value of a share of the underlying stock as of the date the option was granted (determined in accordance with applicable Law, including, to the extent applicable, Section 409A of the Code).

(l)    Schedule 5.7(l)  lists, other than any plan, program or arrangement that is sponsored or maintained by a Governmental Body under which a Company is required to contribute to under applicable law, each material “employee benefit plan” (as defined in Section 3(3) of ERISA without regard to whether such plan is subject to ERISA) and each other employee benefit plan, program, or arrangement providing compensation or benefits to any employee or former employee of the Business (as it relates to Seller) which is subject to the laws of any jurisdiction outside of the United States (the “ Non-U.S. Business Benefit Plans ”). In addition, Schedule 5.7(l)  (A) identifies with an asterisk each such Non-U.S. Business Benefit Plan that is currently sponsored or maintained by the Purchased Companies and (B) sets forth each Non-U.S. Business Benefit Plan under which a Purchased Company, the Purchaser or any of their Affiliates may have any liability following the Closing Date  (each such plan shall be referred to herein as an “ Assumed Non-U.S. Business Benefit Plan ”).  With respect to the Assumed Non-U.S. Business Benefit Plans: (i) such Assumed Non-U.S. Business Benefit Plan has been maintained in all material respects in accordance with all applicable requirements and all applicable Laws and (ii) to the Knowledge of Sellers, if intended to qualify for special tax treatment, such Assumed Non-U.S. Business Benefit Plan meets all requirements for such treatment.

(m)  No Non-U.S. Business Employee who works in Germany participates in any pension scheme or plan that provides employer’s pension benefits other than the German statutory pension scheme within the German statutory social security insurance.

                5.8 Taxes

(a)   All Tax Returns required to be filed by or with respect to a Seller (with respect to the Business or the Purchased Assets), any Purchased Company or any Purchased Company’s Subsidiary, including all Tax Returns required to be filed by or

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with respect to any consolidated, combined, unitary or similar group of which any Purchased Company or any Purchased Company’s Subsidiary is or was a member, have been timely filed and were true, correct and complete in all material respects.  All material Taxes required to be paid by or with respect to any Seller (with respect to the Business or the Purchased Assets), Purchased Company or Subsidiary thereof (whether or not shown as due on any Tax Return) have been timely paid.

(b)   No Purchased Company or Subsidiary thereof is currently the beneficiary of any extension of time within which to file any material Tax Return, other than extensions to which the Purchased Company or Subsidiary is entitled under applicable Law without the consent of the relevant Tax Authority or Governmental Entity.  No Purchased Company or Subsidiary thereof currently has in effect any waiver of a statute of limitations in respect of Taxes or any agreement to an extension of time with respect to a Tax assessment or deficiency, nor has requested in writing any such extension or waiver, which request is still outstanding.

(c)   There are no Encumbrances for Taxes upon any property or asset of the Purchased Companies and their Subsidiaries or upon the Purchased Assets (other than liens for current Taxes not yet due and payable).

(d)   All material Taxes that a Seller (with respect to the Business or the Purchased Assets), any Purchased Company or any Purchased Company’s Subsidiary are or were required to withhold or collect in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholders or other Person have been duly withheld or collected and have been paid, to the extent required, to the proper Tax Authority.

(e)   There are no pending or threatened audits, assessments, claims, notices or other actions for or relating to any liability in respect of Taxes (i) of a Seller or Affiliate thereof that could give rise to an Encumbrance for Taxes upon the Purchased Assets or could materially adversely affect the Business or (ii) of the Purchased Companies or their Subsidiaries.

(f)    No Seller that is selling a United States real property interest within the meaning of Treasury Regulation section 1.897-1(c) and Code section 897(c) is a foreign person within the meaning of Treasury Regulation section 1.1445-2(b)(2) and section 1445(f)(3) of the Code.

(g)   To the Knowledge of the Sellers, no Purchased Company or Subsidiary thereof that is or was owned (or treated as owned under Section 1296(g)) by a United States person is or was a “passive foreign investment company” within the meaning of Section 1297 of the Code.  No Purchased Company or Subsidiary thereof is or was a “surrogate foreign corporation” within the meaning of Section 7874(a)(2)(B) of the Code or treated as a U.S. corporation under Section 7874(b) of the Code.

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(h)   To the Knowledge of the Sellers, no Purchased Company or Subsidiary thereof has reported, or has been reported as, for federal income tax purposes, participating in an international boycott within the meaning of Section 999 of the Code.

(i)    To the Knowledge of the Sellers, no Purchased Company or Subsidiary thereof has been a party to a transaction that is a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1), that was required to be disclosed for federal income tax purposes, or has been a party to any other transaction that was required to be disclosed under analogous provisions of state, local or foreign Tax Law relating to abusive and potentially abusive transactions.

(j)    To the Knowledge of the Sellers, none of the Indebtedness of the Purchased Companies or their Subsidiaries with respect to which interest deductions have been or will be claimed by any of the Sellers and their Affiliates (including the Purchased Companies and their Subsidiaries with respect to any Pre-Closing Tax Period) and that will be outstanding as of the Closing Date constitutes Indebtedness with respect to which any interest deductions are disallowable under applicable Tax Law.

(k)   No Purchased Company or Subsidiary thereof has in effect an election under Treasury Regulations section 301.7701-3 relating to its classification for federal tax purposes that was filed after December 31, 2002; and, to the Knowledge of the Sellers, no Purchased Company or Subsidiary thereof has in effect an election under Treasury Regulations section 301.7701-3 relating to its classification for federal tax purposes that was filed before January 1, 2003.

(l)    No Purchased Company or Subsidiary thereof has been a “distributing corporation” or a “controlled corporation” in any distribution that the parties to which treated as satisfying the requirements of Section 355 of the Code.

(m)  No Purchased Company or Subsidiary thereof has an existing agreement by Contract to pay or assume any liability for the Taxes of any Person.

(n)   No claim has been made by a Tax Authority or a Governmental Entity in any jurisdiction in which a Purchased Company or Subsidiary thereof does not file Tax Returns that such Purchased Company or Subsidiary is or may be liable for Taxes in such jurisdiction.

(o)   To the Knowledge of the Sellers, there are no limitations on the utilization of the net operating losses, tax credit carryovers or other tax attributes of the Purchased Companies or their Subsidiaries under Section 382 through Section 384 of the Code (or any corresponding or similar provisions of state, local or foreign Tax Law) or the separate return limitation year rules under the consolidated return provisions of the Treasury Regulations (or any corresponding or similar provisions of state, local or foreign Tax Law), other than any such limitation arising as a result of the consummation of the transactions contemplated by this Agreement.

(p)   To the Knowledge of the Sellers, no document is outside of the United Kingdom necessary to establish the title of any Purchased Company to any asset or

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enforce any rights, which would attract United Kingdom stamp duty if it were brought into the United Kingdom.

(q)   Neither the execution nor completion of this Agreement will result in any chargeable asset being deemed to have been disposed of and re-acquired by an Purchased Company for Tax purposes under: section 179 of the United Kingdom Taxation of Chargeable Gains Act 1992; paragraph 12A of Schedule 9 to the United Kingdom Finance Act 1996; or paragraph 30A of Schedule 26 or paragraph 58 or 60 of Schedule 29 to the United Kingdom Finance Act 2002.

(r)    No Purchased Company has made any election under section 179A of the United Kingdom Taxation of Chargeable Gains Act 1992 or paragraph 66 of Schedule 29 to the United Kingdom Finance Act 2002 .

                5.9 Absence of Changes .  Since September 28, 2007, there has not been, and neither Sellers nor the Purchased Companies (including any Subsidiaries thereof) have taken any action that could reasonably expect to cause, a Material Adverse Effect and each Seller, Purchased Company and their Subsidiaries have conducted the Business in the Ordinary Course.  Without limiting the generality of the foregoing, since September 28, 2007 and other than is Ordinary Course, there has not been and neither any Seller nor any Purchased Company (including any of their Subsidiaries) has taken, or otherwise committed to take, any action that would be prohibited by Section 8.1(b) .

                5.10 Title to Assets .  The Purchased Companies will (directly or indirectly) have, as of the Closing Date, good and valid title to, or have a valid leasehold or licensed interest in, and possession of (as applicable) all of the material tangible and intangible properties and assets used by them primarily in connection with the Business (the “ Business Assets ”), free and clear of all Encumbrances, except for Permitted Encumbrances (it being understood that this representation and warranty shall not, as of the Closing Date, apply to any asset disposed of by Sellers or any of their Subsidiaries after the date of this Agreement in the Ordinary Course and not in violation of this Agreement).

                5.11 Real Property.

(a)   Schedule 5.11(a)  includes an accurate and complete list of all real property owned by any Seller, Purchased Company or any of their respective Subsidiaries and (a) used or held for use primarily in the conduct or operation of the Business, the “ Owned Real Property ”), including the address of such Owned Real Property, or (b) leased to a third party.   As of the Closing, one or more of the Purchased Companies shall have marketable title to the Owned Real Property in fee simple (or jurisdictional equivalent) and free and clear of any Encumbrances, other than Permitted Encumbrances.

(b)   Schedule 5.11(b)  includes an accurate and complete list of all leases, subleases and assignments (in excess of 10,000 square feet) covering the real property held by each Seller, each Purchased Company or any of their respective Subsidiaries that is used or held for use primarily in the conduct or operation of the Business (the “ Real

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Property Leases ”), including the parties to each such Real Property Lease and the addresses of the real property (the “ Leased Real Property ”) subject to such Real Property Lease.  True, correct and complete copies of all Real Property Leases in excess of 20,000 square feet have been provided by Sellers to Purchaser.  All of the Real Property Leases, except those Real Property Leases for less than 10,000 square feet, are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such Real Property Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by any Seller or any of its Subsidiaries or, to the Knowledge of Seller, by the other party to such Real Property Leases, except as would not have a material impact on the Business.   Neither Sellers nor any of its Subsidiaries have entered into any Contract granting any Person the right to occupy or use (or the option to exercise the right to occupy or use) all or any portion of such Leased Real Property.  As of the Closing, one or more of the Purchased Companies shall have title to the leasehold interested related to each of the Real Property Leases free and clear of any Encumbrances, other than Permitted Encumbrances.

                5.12 Intellectual Property.

(a)   Schedule 5.12(a)  sets forth an accurate and complete list of all Registered IP, including the following: (i) each patent and patent application, including the patent number or application serial number for each jurisdiction in which such patent or application has been issued or filed, the date filed or issued, and the present status thereof; (ii) each registered trademark, trade name or service mark, including the application serial number or registration number for each country in which such trademark or application has been registered or filed, and the class of goods covered; (iii) each domain name; and (iv) each registered copyrighted work, including the number and date of registration for each country in which a copyright application has been registered.

(b)   Except as set forth on Schedule 5.12(b) ,  (i) all maintenance fees, issue fees, annuities and other fees required to maintain the Registered IP that are due prior to the Closing Date have been paid or will be paid prior to Closing Date, and neither Sellers nor any of the Purchased Companies or any Subsidiaries of Sellers or any of the Purchased Companies have allowed any such Registered IP