SHARE PURCHASE AGREEMENT BY AND AMONG LINCOLN ELECTRIC HOLDINGS, INC. AND ALL OF THE SHAREHOLDERS OF J.W. HARRIS CO., INC., AUTOBRAZE, INC., AND HARRIS-EURO CORP. IDENTIFIED HEREIN

Exhibit 10.2

SHARE PURCHASE AGREEMENT

BY AND AMONG

LINCOLN ELECTRIC HOLDINGS, INC.

AND ALL OF THE

SHAREHOLDERS OF

J.W. HARRIS CO., INC.,
AUTOBRAZE, INC., AND
HARRIS-EURO CORP.
IDENTIFIED HEREIN

April 29, 2005

TABLE OF CONTENTS

SHARE PURCHASE AGREEMENT
DISCLOSURES SCHEDULES

EXHIBITS

Exhibit A — Form of Escrow Agreement
Exhibit B — Form of Projected Closing Statement
Exhibit C — Combined Statement of Assets and Liabilities
Exhibit D — Financial Statements
Exhibit E — Working Capital Calculation
Exhibit F — Allocation of Aggregate Consideration Among Assets
Exhibit G — Form of Opinion of Lincoln Electric’s counsel
Exhibit H — Form of Opinion of the Companies’ counsel
Exhibit I — Form of Shareholder Release
Exhibit J — Form of Noncompetition Agreement
Exhibit K — Mason Property Legal Description
Exhibit L — Conticast Property Legal Description
Exhibit M — Form of Employment Agreement

SHARE PURCHASE AGREEMENT

     This Share Purchase Agreement (this “Agreement”) is made and entered into as of April 29, 2005, by and among Lincoln Electric Holdings, Inc., an Ohio corporation or its designee (“Lincoln Electric”), and the shareholders, identified on the signature pages hereto, of the following corporations: J.W. Harris Co., Inc., an Ohio corporation (“J.W. Harris”), Autobraze Inc., a Rhode Island corporation (“Autobraze”), and Harris-Euro Corp., an Ohio corporation (“Harris-Euro”).

PRELIMINARY STATEMENTS:

     A. The shareholders of J.W. Harris (the “J.W. Harris Shareholders”) own all of the outstanding capital stock of J.W. Harris, the shareholders of Autobraze (the “Autobraze Shareholders”) own all of the outstanding capital stock of Autobraze and the shareholders of Harris-Euro (the “Harris-Euro Shareholders”) own all of the outstanding capital stock of Harris-Euro.

     B. Lincoln Electric desires to acquire from the J.W. Harris Shareholders, the Autobraze Shareholders and the Harris-Euro Shareholders (collectively, the “Shareholders”), and the Shareholders desire to sell and transfer to Lincoln Electric, all of the outstanding capital stock of J.W. Harris, Autobraze and Harris-Euro (each a “Company” and collectively, the “Companies”), on the terms and subject to the conditions set forth in this Agreement. In addition, Beate Surmann has previously owned all of the equity interests in Harris-Euro SL, a Spanish limited liability company (“Harris Spain”), that were not owned by Harris-Euro, and Beate Surmann has sold all of her equity interest in Harris Spain to Harris-Euro immediately prior to the Closing.

     C. Unless defined elsewhere herein, capitalized terms used herein are defined in Article VIII hereof. Article VIII also identifies the respective Sections in this Agreement where capitalized terms are defined.

AGREEMENT:

     NOW, THEREFORE, in consideration of these premises and the mutual and dependent promises hereinafter set forth, the Parties, intending to be legally bound, agree as follows:

ARTICLE I. PURCHASE AND SALE

     1.1 Purchase and Sale of Shares . Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, (a) the J.W. Harris Shareholders shall sell, assign, transfer and deliver to Lincoln Electric all of the J.W. Harris Shares, free and clear of any and all Liens; (b) the Autobraze Shareholders shall sell, assign, transfer and deliver to Lincoln Electric all of the Autobraze Shares, free and clear of any and all Liens; and (c) the Harris-Euro Shareholders shall sell, assign, transfer and deliver to Lincoln Electric all of the Harris-Euro Shares, free and clear of any and all Liens. In consideration for the sale of all of the Shares by the Shareholders, Lincoln Electric shall pay to the Shareholders the consideration provided for in Section 1.2.

     1.2 Purchase Price .

          (a) For purposes of this Section 1.2, the following terms have the following meanings:

     “Aggregate Consideration” means $86,950,000 less the Debt Adjustment Amount, subject to adjustment pursuant to Sections 1.2(c) and 1.4.

     “Debt Adjustment Amount” means the aggregate amount of the following, without duplication, as of 11:59 p.m. EST on the Closing Date, as set forth in the Projected Closing Statement prepared and delivered pursuant to Section 1.2(c): (i) all indebtedness of the Companies and the Subsidiaries for borrowed money, including any interest accrued thereon; (ii) all indebtedness of the Companies and the Subsidiaries for the deferred purchase price of property or services, including any interest accrued thereon (except any trade payable in the Ordinary Course of Business that is a current account payable, i.e., not overdue under applicable vendor terms); (iii) all face amounts of any outstanding letters of credit issued by/or on behalf of any of the Companies or the Subsidiaries; (iv) all obligations of any of the Companies and the Subsidiaries arising under acceptance facilities; (v) all guaranties, endorsements and other contingent obligations of any of the Companies and the Subsidiaries to purchase, to provide funds for payment, to supply funds to invest in any other entity, or otherwise to assure a creditor against loss; (vi) all obligations of the Companies and the Subsidiaries under any interest rate protection, foreign currency exchange, or other interest or exchange rate swap or hedging agreement or arrangement, or other derivative product; (vii) all obligations of the Companies and the Subsidiaries secured by any encumbrance on property; (viii) all obligations of the Companies and the Subsidiaries as lessee under any lease which has been or should be capitalized in accordance with generally accepted accounting principles in the United States (“GAAP”); (ix) all negative cash positions of the Companies or the Subsidiaries; (x) any unpaid transaction expenses of Shareholders required to be paid by Shareholders pursuant to Section 9.8 which will require payment by any of the Companies or Subsidiaries subsequent to the Closing Date; (xi) any unpaid Taxes as of the Closing Date; and (xii) amounts received for products and/or services not yet rendered (i.e., deferred revenue); provided, however, that the letter agreement between J.W. Harris and PNC Bank, National Association, dated as of June 3, 1999, relating to an interest rate swap in the notional or nominal principal amount of $6,500,000 shall not be included in the calculation of the Debt Adjustment Amount.

          (b) The Aggregate Consideration shall be payable as follows:

          (i) The Escrow Amount shall be deposited by Lincoln Electric in escrow pursuant to an escrow agreement in substantially the form attached hereto as Exhibit A (the “Escrow Agreement”). The Escrow Amount shall provide security for the payment required by the Shareholders pursuant to Section 1.4(b), if any, and partial security for the indemnification obligations and the covenants of the Shareholders set forth herein. As provided in the Escrow Agreement, the Working Capital Escrow Amount, less the amount of any Lincoln Working Capital Payment made pursuant to Section 1.4(b)(i), is to be released to the Shareholders on the sixth day after the final

determination of the Closing Date Working Capital, and the General Escrow Amount is to be released to the Shareholders on the second anniversary of the Closing Date, in each case on the terms and subject to the conditions contained herein and in the Escrow Agreement.

          (ii) In exchange for the Shares, Lincoln Electric shall pay The Fifth Third Bank, on behalf of and for the benefit of the Shareholders, the Net Consideration, subject to adjustment pursuant to Section 1.2(c). The Shareholders acknowledge and agree that the payment by Lincoln Electric to The Fifth Third Bank of the Net Consideration pursuant to this Section 1.2(b)(ii) (a) shall be deemed to be payment in full to the Shareholders for the Shares and (b) is being made by Lincoln Electric at the Shareholders’ request for their administrative convenience and to facilitate the payment of fees and expenses that are the responsibility of the Shareholders.

          (c)  Estimated Working Capital .

          (i) At least two (2) business days prior to the Closing Date, the Companies shall have delivered to Lincoln Electric a certificate signed on its behalf by its President substantially in the illustrative form attached hereto as Exhibit B (the “Projected Closing Statement”) (i) setting forth in detail the Companies’ reasonable, good faith estimate of the amount of the April Working Capital, which estimate will be determined based upon preliminary information believed to be in accordance with the definition of April Working Capital and the accounting policies, practices and methods of estimation used in determining the Benchmark, provided that such policies, practices and methods of estimation and the amounts resulting therefrom are in accordance with GAAP, and as derived from an estimated consolidated balance sheet of the Companies and the Subsidiaries as of the close of business on April 1, 2005 attached thereto that was prepared using the most recent preliminary financial information available (the “Estimated Working Capital Amount”), (ii) setting forth in detail the preliminary Debt Adjustment Amount and (iii) certifying that the Estimated Working Capital Amount was determined in good faith based upon preliminary information believed to be consistent with the definition of the April Working Capital and the accounting policies, practices and methods of estimation used in determining the Benchmark, provided that such policies, practices and methods of estimation and the amounts resulting therefrom are in accordance with GAAP.

          (ii) If the Estimated Working Capital Amount is less than the Adjusted Benchmark, then the Net Consideration payable at the Closing pursuant to Section 1.2(b)(ii) shall be reduced by the amount, if any, by which the Adjusted Benchmark exceeds the Estimated Working Capital Amount.

     1.3 Closing . The closing of the Transactions (the “Closing”) shall be held at the offices of Taft, Stettinius & Hollister LLP, 1800 Walnut Street, Cincinnati, Ohio 45202, or such other place as the Parties may agree, on the date hereof (the “Closing Date”). At the Closing, concurrently with the deliveries required to be made by the Parties pursuant to Article V: (a) each Shareholder shall deliver to Lincoln Electric the certificate or certificates representing the Shares owned by such Shareholder, duly endorsed or accompanied by duly executed stock

powers for transfer to Lincoln Electric or its nominee, (b) Lincoln Electric shall pay the Escrow Amount to the escrow agent pursuant to the Escrow Agreement, and (c) Lincoln Electric shall pay to The Fifth Third Bank, on behalf of and for the benefit of the Shareholders, the Net Consideration, subject to adjustment pursuant to Section 1.2(c), by wire transfer of immediately available funds, The Fifth Third Bank as paying agent for the Shareholders. Once it has occurred, the Closing shall be deemed effective for all purposes as of 12:01 a.m. on the Closing Date.

     1.4 Post-Closing Purchase Price Adjustment .

          (a) As promptly as practicable (but in no event later than sixty (60) days after the Closing Date), Lincoln Electric shall deliver to the Shareholders’ Representative a consolidated balance sheet of the Companies and the Subsidiaries as of the close of business on the Closing Date (the “Closing Balance Sheet”), together with a statement (the “Closing Statement”) setting forth a calculation, with supporting detail, of the Closing Date Working Capital and any objections Lincoln Electric has to the preliminary Debt Adjustment Amount as reflected in the Projected Closing Statement. The Closing Balance Sheet and the Closing Date Working Capital shall reflect a consolidation of J.W. Harris and the J.W. Harris Subsidiaries, Harris-Euro and the Harris Euro Subsidiaries and Autobraze, all as of the Closing Date, prepared in accordance with GAAP, as consistently applied in determining the Benchmark. The parties acknowledge and agree that the accounting policies, practices and methods of estimation used in determining the Benchmark shall be used in determining the Closing Date Working Capital, provided that such policies, practices and methods of estimation and the amounts resulting therefrom are in accordance with GAAP. The Closing Date Working Capital will include all current assets and current liabilities of the Companies and the Subsidiaries, including those items set forth on Exhibit C , but exclude items considered within the Debt Adjustment Amount pursuant to Section 1.2 or Section 1.4(c) and LIFO reserves. The Closing Balance Sheet as finally determined pursuant to and in accordance with this Section 1.4 shall be used solely for the purpose of determining the change in net working capital of the Company as of the Closing Date from the Estimated Working Capital Amount and the Benchmark, each of which was derived from the net working capital of the Companies and the Subsidiaries as of the dates of the Benchmark or April 1, 2005, as the case may be, as a basis for adjusting the Aggregate Consideration, and the balance sheet of the Companies and the Subsidiaries prepared by Lincoln Electric as its opening date balance sheet need not be prepared by Lincoln Electric in accordance with the principles used to prepare the Closing Balance Sheet. None of the preparation by Lincoln Electric of the Closing Balance Sheet, the determination by Lincoln Electric of the amount of any line item therein, or the resolution by Lincoln Electric of any disputes related thereto shall in any way affect the right of Lincoln Electric to assert any claim for a breach of representation or warranty under this Agreement and to seek indemnification on account thereof; neither the review and acceptance by the Shareholders of the Closing Balance Sheet or the amount of any line item therein, nor the resolution by the Shareholders of any disputes related thereto shall in any way affect the right of the Shareholders to assert any defense to any claim for a breach of representation or warranty under this Agreement. During the 60 day period referenced in the first sentence of this subsection, Lincoln Electric shall be permitted to review the preliminary Debt Adjustment Amount and may give written notice of any objections specifying in reasonable detail the nature and dollar amount of any such objections. If the Shareholders’ Representative has any objections to the Closing Balance Sheet or the Closing

Statement as prepared by Lincoln Electric, the Shareholders’ Representative must, within sixty (60) days after the Shareholders’ Representative’s receipt thereof, give written notice to Lincoln Electric specifying in reasonable detail the nature and dollar amount of any such objections. If the Shareholders’ Representative does not deliver such notice within such 60-day period, Lincoln Electric’s determination of the Closing Date Working Capital shall be final, binding and conclusive on the Shareholders and Lincoln Electric. During the same 60-day period, the Shareholders’ Representative shall review any objections raised by Lincoln Electric with respect to the preliminary Debt Adjustment Amount. With respect to any disputed amounts pertaining to either the Closing Date Working Capital or Debt Adjustment Amount, the Shareholders’ Representative and Lincoln Electric shall negotiate in good faith during the 30-day period (the “Resolution Period”) after the date of Lincoln Electric’s receipt of the notice referred to in the preceding two sentences to resolve any such disputes. If the Shareholders’ Representative and Lincoln Electric are unable to resolve all such disputes within the Resolution Period, then within five (5) business days after the expiration of the Resolution Period, all disputes shall be submitted to Deloitte & Touche LLP (or if Deloitte & Touche LLP cannot or is unwilling to serve in such capacity, a nationally recognized, independent public accounting firm selected by mutual agreement of the Shareholders’ Representative and Lincoln Electric, or if they cannot agree, selected by mutual agreement of the independent public accounting firms regularly used by the Shareholders’ Representative and Lincoln Electric in the conduct of their respective businesses) (the “Accountant”), who shall be engaged to provide a final and conclusive resolution of all unresolved disputes within thirty (30) business days after such engagement. In selecting Deloitte & Touche LLP or such other firm as may be selected in accordance with the foregoing sentence as the Accountant for purposes of this Agreement, Lincoln Electric and the Shareholders hereby waive any conflict or potential conflict arising from any services performed by such firm for the Shareholders, Lincoln Electric or the Companies or any of their respective Affiliates. The Accountant shall act as an arbitrator to determine only those issues that remain in dispute, and such determination shall be based solely on a review of the factual materials presented by the Shareholders’ Representative and Lincoln Electric, either on their own initiative or at the specific request of the Accountant, and such accounting principles and literature as the Accountant shall deem appropriate. The determination of the Accountant shall be final, binding and conclusive on the Shareholders and Lincoln Electric. The fees and expenses of the Accountant shall be allocated by the Accountant between Lincoln Electric and the Shareholders based on the aggregate percentage which the portions of the contested amounts not awarded to each party bear to the aggregate amounts contested by such party.

          (b)  Working Capital Payments .

          (i) If the Closing Date Working Capital, as set forth on the Closing Statement as finally determined pursuant to Section 1.4(a), is less than the Estimated Working Capital Amount, Lincoln Electric will be entitled to a payment (the “Lincoln Working Capital Payment”) equal to the difference between the Estimated Working Capital Amount and the Closing Date Working Capital. The Lincoln Working Capital Payment shall be made first from the Working Capital Escrow Amount and if the Working Capital Escrow Amount is insufficient therefor, then from the General Escrow Amount. If the Lincoln Working Capital Payment is greater than the Escrow Amount, then the Principal Shareholders shall pay Lincoln Electric an amount equal to the difference between the Lincoln Working Capital Payment and the Escrow Amount.

          (ii) If the Closing Date Working Capital, as set forth on the Closing Statement as finally determined pursuant to Section 1.4(a), is greater than the Estimated Working Capital Amount, then Lincoln Electric shall make a payment to the Escrow Account to increase the Working Capital Escrow Amount equal to the lesser of (A) the difference between the Closing Date Working Capital and the Estimated Working Capital Amount and (B) the difference between the Estimated Working Capital Amount and the Adjusted Benchmark (the “Shareholders Working Capital Payment”).

          (iii) Any payment required pursuant to this Section 1.4(b) shall be made within five (5) business days after final determination of the Closing Date Working Capital by wire transfer of immediately available funds to (A) in the case of the Lincoln Working Capital Payment, a bank account designated in writing by Lincoln Electric or (B) in the case of the Shareholders Working Capital Payment, to the escrow account pursuant to the Escrow Agreement.

          (c) Any adjustment determined to be required to the Debt Adjustment Amount shall be paid on a dollar for dollar basis by Principal Shareholders or Lincoln Electric, as appropriate, to adjust the preliminary Debt Adjustment Amount (as set forth in the Projected Closing Statement) to the final Debt Adjustment Amount (as finally determined pursuant to Section 1.4(a)). If it is determined that the Principal Shareholders are required to pay any amount to Lincoln Electric to adjust the preliminary Debt Adjustment Amount to the final Debt Adjustment Amount, any such amount shall be made first from the Working Capital Escrow Amount and if the Working Capital Escrow Amount is insufficient therefor, then from the General Escrow Amount, and if there still remains an additional adjustment from the Principal Shareholders.

ARTICLE II. REPRESENTATIONS AND WARRANTIES

     In order to induce the Shareholders to enter into this Agreement, Lincoln Electric hereby represents and warrants to the Shareholders that the statements contained in this Article II are true, correct and complete as of the date hereof and shall be true, correct and complete as of the Closing.

     2.1 Organization and Standing . Lincoln Electric Holdings, Inc. is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio with full power and authority (corporate and other) to own, lease, use and operate its properties and to conduct its business as and where now owned, leased, used, operated and conducted.

     2.2 Authority . Lincoln Electric has all requisite power and authority to enter into this Agreement and the Additional Documents to which Lincoln Electric is a party and to consummate the Transactions. The execution and delivery of this Agreement and the Additional Documents to which Lincoln Electric is a party and the consummation of the Transactions have been duly authorized by all necessary corporate action on the part of Lincoln Electric. This Agreement has been duly executed and delivered by Lincoln Electric, and constitutes the legal, valid and binding obligation of Lincoln Electric enforceable against it in accordance with its terms. The Additional Documents to which Lincoln Electric is a party, when duly executed by

Lincoln Electric, will constitute the legal, valid and binding obligations of Lincoln Electric, enforceable against Lincoln Electric in accordance with their respective terms.

     2.3 Conflicts, Consents and Approval . Neither the execution and delivery by Lincoln Electric of this Agreement or any Additional Document to which Lincoln Electric is a party nor the consummation by Lincoln Electric of the Transactions will:

          (a) conflict with, or result in a breach of any provision of, the Restated Articles of Incorporation or Amended Code of Regulations of Lincoln Electric;

          (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise, would constitute a default) under, any note, bond, mortgage, indenture, deed of trust, license, contract, undertaking, agreement, lease or other instrument or obligation to which Lincoln Electric or any of its subsidiaries is a party and which is material to Lincoln Electric and its subsidiaries considered as one enterprise;

          (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Lincoln Electric or any of its subsidiaries or their respective properties or assets; or

          (d) require any action or consent or approval of, or review by, or registration or filing by Lincoln Electric or any of its Affiliates with, any third party or Governmental Authority, other than any that have been taken, obtained or made. Lincoln Electric has filed all Notification and Report Forms required pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) with respect to the Transactions and has received early termination of the waiting period under the HSR Act with respect thereto.

ARTICLE III. REPRESENTATIONS AND WARRANTIES

     In order to induce Lincoln Electric to enter into this Agreement, Joseph W. Harris, Gordon L. Harris, the Joseph W. Harris Revocable Trust, dated June 10, 1997, as amended or restated, Joseph W. Harris Grantor Retained Annuity Trust I, dated July 15, 1998, Joseph W. Harris Grantor Retained Annuity Trust II, dated July 15, 1998, and Gordon L. Harris, Trustee U/A, dated October 10, 1997, as amended or restated (collectively, the “Principal Shareholders”) hereby jointly and severally represent and warrant to Lincoln Electric that the statements contained in this Article III are true, correct and complete as of the Closing.

     3.1 Organization and Standing .

          (a)  J.W. Harris . J.W. Harris is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio with full power and authority (corporate and other) to own, lease, use and operate its properties and to conduct its business as and where now owned, leased, used, operated and conducted. J.W. Harris is duly qualified to do business and in good standing in each jurisdiction listed in Section 3.1(a) of the disclosure schedule delivered to Lincoln Electric and dated the date hereof (the “Disclosure Schedule”), is not qualified to do business in any other jurisdiction and neither the nature of the business conducted

by it nor the property it owns, leases or operates requires it to qualify to do business as a foreign corporation in any other jurisdiction, except where the failure to be so qualified or in good standing in such jurisdiction would not have a Material Adverse Effect on J.W. Harris or the Companies, taken together.

          (b)  Autobraze . Autobraze is a corporation duly organized, validly existing and in good standing under the laws of the State of Rhode Island with full power and authority (corporate and other) to own, lease, use and operate its properties and to conduct its business as and where now owned, leased, used, operated and conducted. Autobraze is duly qualified to do business and in good standing in each jurisdiction listed in Section 3.1(b) of the Disclosure Schedule, is not qualified to do business in any other jurisdiction and neither the nature of the business conducted by it nor the property it owns, leases or operates requires it to qualify to do business as a foreign corporation in any other jurisdiction, except where the failure to be so qualified or in good standing in such jurisdiction would not have a Material Adverse Effect on Autobraze or the Companies taken together.

          (c)  Harris-Euro . Harris-Euro is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio with full power and authority (corporate and other) to own, lease, use and operate its properties and to conduct its business as and where now owned, leased, used, operated and conducted. Harris-Euro is duly qualified to do business and in good standing in each jurisdiction listed in Section 3.1(c) of the Disclosure Schedule, is not qualified to do business in any other jurisdiction and neither the nature of the business conducted by it nor the property it owns, leases or operates requires it to qualify to do business as a foreign corporation in any other jurisdiction, except where the failure to be so qualified or in good standing in such jurisdiction would not have a Material Adverse Effect on Harris-Euro or the Companies taken together.

     3.2 Subsidiaries .

          (a)  Subsidiaries of J.W. Harris . Section 3.2(a) of the Disclosure Schedule sets forth (i) a correct and complete list of the name, type of entity and relationship to J.W. Harris of each direct or indirect subsidiary of J.W. Harris (the “J.W. Harris Subsidiaries”) and (ii) a true and complete listing of each class of authorized capital stock or equity interests of each J.W. Harris Subsidiary and the number of issued and outstanding shares or interests thereof, all of which outstanding shares or interests are validly issued, fully paid and non-assessable and are owned beneficially and of record by J.W. Harris or by a wholly owned subsidiary of J.W. Harris which, in each case, hold their respective interests in the capital stock or other equity interests of each J.W. Harris Subsidiary free and clear of any and all Liens, and no other Person has a beneficial or other interest in such capital stock or other equity interests. No capital stock or equity interests in any J.W. Harris Subsidiary are reserved for issuance upon the exercise of any options or securities convertible into capital stock or equity interests in any J.W. Harris Subsidiary, and no capital stock of or equity interests in any J.W. Harris Subsidiary are issued and held in treasury. There are no outstanding contractual obligations of J.W. Harris or any J.W. Harris Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock or other equity interests of any Person, or to make any material investment (in the form of a loan, capital contribution or otherwise) in any Person. The issuance and sale of all capital stock or other equity interests in each J.W. Harris Subsidiary has been in compliance with all applicable federal

and state securities laws. No J.W. Harris Subsidiary has agreed to register any securities under the Securities Act of 1933, as amended (the “Securities Act”), or under any state securities law or granted registration rights to any other Person. There are no accrued but unpaid dividends on the capital stock or other equity interests of any J.W. Harris Subsidiary. Each J.W. Harris Subsidiary has full power and authority to own, lease, use and operate its respective properties and to conduct its respective businesses as and where now owned, leased, used, operated and conducted. Each J.W. Harris Subsidiary is duly qualified or licensed as a foreign corporation to do business and is in good standing in each jurisdiction set forth in Section 3.2(a) of the Disclosure Schedule, which jurisdictions constitute all jurisdictions in which the character or location of the property owned, leased or operated by it or the nature of the business conducted by such J.W. Harris Subsidiary makes such qualification necessary, except where the failure to be so qualified or licensed would not have a Material Adverse Effect on J.W. Harris or the Companies taken together.

          (b)  Subsidiaries of Autobraze . Autobraze does not own, directly or indirectly, any equity or other ownership interest in any corporation, partnership, joint venture or other entity or enterprise. Autobraze is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any such entity.

          (c)  Subsidiaries of Harris-Euro . Section 3.2(c) of the Disclosure Schedule sets forth (i) a correct and complete list of the name, type of entity and relationship to Harris-Euro of each direct or indirect subsidiary of Harris-Euro (the “Harris-Euro Subsidiaries”) and (ii) a true and complete listing of each class of authorized capital stock or equity interests of each Harris-Euro Subsidiary and the number of issued and outstanding shares or interests thereof, all of which outstanding shares or interests are validly issued, fully paid and non-assessable and, except as set forth in Section 3.2(c) of the Disclosure Schedule, are owned beneficially and of record by Harris-Euro or by a wholly owned subsidiary of Harris-Euro which, in each case, hold their respective interests in the capital stock or other equity interests of each Harris-Euro Subsidiary free and clear of any Liens, and no other Person has a beneficial or other interest in such capital stock or other equity interests. No capital stock or equity interests in any Harris-Euro Subsidiary are reserved for issuance upon the exercise of any options or securities convertible into capital stock or equity interests in any Harris-Euro Subsidiary, and no capital stock of or equity interests in any Harris-Euro Subsidiary are issued and held in treasury. There are no outstanding contractual obligations of Harris-Euro or any Harris-Euro Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock or other equity interests of any Person, or to make any material investment (in the form of a loan, capital contribution or otherwise) in any Person. The issuance and sale of all capital stock or other equity interests in each Harris-Euro Subsidiary has been in compliance with all applicable federal, state and foreign securities laws. No J.W. Harris-Euro Subsidiary has agreed to register any securities under the Securities Act or under any state securities law or granted registration rights to any other Person. There are no accrued but unpaid dividends on the capital stock or other equity interests of any Harris-Euro Subsidiary. Each Harris-Euro Subsidiary has full power and authority to own, lease, use and operate its respective properties and to conduct its respective businesses as and where now owned, leased, used, operated and conducted. Each Harris-Euro Subsidiary is duly qualified or licensed as a foreign corporation to do business and is in good standing in each jurisdiction set forth in Section 3.2(c) of the Disclosure Schedule, which jurisdictions constitute

all jurisdictions in which the character or location of the property owned, leased or operated by it or the nature of the business conducted by such Harris-Euro Subsidiary makes such qualification necessary, except where the failure to be so qualified or licensed would not have a Material Adverse Effect on Harris-Euro or any of the Companies.

     3.3 Authority . Each of the Companies has all requisite power and authority to enter into the Additional Documents to which such Company is a party and to consummate the transactions contemplated thereby. The execution and delivery of the Additional Documents to which such Company is a party and the consummation of the Transactions have been duly authorized by all necessary corporate action on the part of each Company. Each Shareholder has the legal capacity and authority to execute and deliver this Agreement and the Additional Documents to which such Shareholder is a party and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by each Shareholder and constitutes the legal, valid and binding obligation of each Shareholder, enforceable against such Shareholder in accordance with its terms. The Additional Documents to which any Company or Shareholder is a party constitute the legal, valid and binding obligations of such Company or Shareholder, as the case may be, enforceable against such Person in accordance with their respective terms.

     3.4 Capitalization of the Companies .

          (a)  Capitalization of J.W. Harris . J.W. Harris’ authorized equity securities consist solely of 50,000 Class A common shares and 50,000 Class B common shares, no par value, of which 31,700 Class A common and 31,700 Class B common shares are issued and outstanding and constitute the “J.W. Harris Shares.” No shares of J.W. Harris are issued and held in treasury. Each outstanding J.W. Harris Share is duly authorized and validly issued, fully paid and nonassessable, and has not been issued in violation of any preemptive or similar rights. Except as set forth in Section 3.4(a) of the Disclosure Schedule, there are no outstanding subscriptions, options, warrants, puts, calls, conversion rights, rights of exchange, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer of any securities of J.W. Harris or any J.W. Harris Subsidiary, and J.W. Harris has no obligation of any kind to issue any additional securities or to pay for securities of J.W. Harris or any predecessor. The issuance and sale of all of the J.W. Harris Shares has been in compliance with all applicable federal and state securities laws. Section 3.4(a) of the Disclosure Schedule contains a correct and complete list of the names and addresses of (y) the J.W. Harris Shareholders, who constitute all of the holders of all the outstanding J.W. Harris Shares, and (z) the spouses of each married J.W. Harris Shareholder, as well as the number of J.W. Harris Shares owned beneficially and of record by each J.W. Harris Shareholder. The J.W. Harris Shareholders hold their respective interests in the J.W. Harris Shares free and clear of any Liens and, except as set forth in Section 3.4(a) of the Disclosure Schedule, no other Person has a beneficial or other interest in any Shares. J.W. Harris has not agreed to register any securities under the Securities Act or under any state securities law or granted registration rights to any Person. There are no accrued but unpaid dividends on any J.W. Harris Shares, nor are there are any voting trusts, proxies or other agreements or understandings with respect to the capital stock of J.W. Harris, except as set forth in Section 3.4(a) of the Disclosure Schedule.

          (b)  Capitalization of Autobraze . Autobraze’s authorized equity securities consist solely of 200,000 shares of common capital stock, no par value, of which 110,000 shares are issued and outstanding and constitute the “Autobraze Shares.” No shares of capital stock of Autobraze are issued and held in treasury. Each outstanding Autobraze Share is duly authorized and validly issued, fully paid and nonassessable, and has not been issued in violation of any preemptive or similar rights. Except as set forth in Section 3.4(b) of the Disclosure Schedule, there are no outstanding subscriptions, options, warrants, puts, calls, conversion rights, rights of exchange, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer of any securities of Autobraze or any Autobraze Subsidiary, and Autobraze has no obligation of any kind to issue any additional securities or to pay for securities of Autobraze or any predecessor. The issuance and sale of all of the Autobraze Shares has been in compliance with all applicable federal and state securities laws. Section 3.4(b) of the Disclosure Schedule contains a correct and complete list of the names and addresses of (y) the Autobraze Shareholders, who constitute all of the holders of all the outstanding Autobraze Shares, and (z) the spouses of each married Autobraze Shareholder, as well as the number of Autobraze Shares owned beneficially and of record by each Autobraze Shareholder. The Autobraze Shareholders hold their respective interests in the Autobraze Shares free and clear of any Liens and, except as set forth in Section 3.4(b) of the Disclosure Schedule, no other Person has a beneficial or other interest in any Shares. Autobraze has not agreed to register any securities under the Securities Act or under any state securities law or granted registration rights to any Person. There are no accrued but unpaid dividends on any Autobraze Shares, nor are there are any voting trusts, proxies or other agreements or understandings with respect to the capital stock of Autobraze, except as set forth in Section 3.4(b) of the Disclosure Schedule.

          (c)  Capitalization of Harris-Euro . Harris-Euro’s authorized equity securities consist solely of 750 common shares, no par value, of which 100 shares are issued and outstanding and constitute the “Harris-Euro Shares.” No shares of Harris-Euro are issued and held in treasury. Each outstanding Harris-Euro Share is duly authorized and validly issued, fully paid and nonassessable, and has not been issued in violation of any preemptive or similar rights. There are no outstanding subscriptions, options, warrants, puts, calls, conversion rights, rights of exchange, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer of any securities of Harris-Euro or any Harris-Euro Subsidiary, and Harris-Euro has no obligation of any kind to issue any additional securities or to pay for securities of Harris-Euro or any predecessor. The issuance and sale of all of the Harris-Euro Shares has been in compliance with all applicable federal and state securities laws. Section 3.4(c) of the Disclosure Schedule contains a correct and complete list of the names and addresses of (y) the Harris-Euro Shareholders, who constitute all of the holders of all the outstanding Harris-Euro Shares, and (z) the spouses of each married Harris-Euro Shareholder, as well as the number of Harris-Euro Shares owned beneficially and of record by each Harris-Euro Shareholder. The Harris-Euro Shareholders hold their respective interests in the Harris-Euro Shares free and clear of any Liens and, except as set forth in Section 3.4(c) of the Disclosure Schedule, no other Person has a beneficial or other interest in any Harris-Euro Shares. Harris-Euro has not agreed to register any securities under the Securities Act or under any state securities law or granted registration rights to any Person. There are no accrued but unpaid dividends on any Harris-Euro Shares, nor are there are any voting trusts, proxies or other agreements or understandings with respect to the capital stock of Harris-Euro.

     3.5 Conflicts, Consents and Approvals . Except as set forth in Section 3.5 of the Disclosure Schedule, neither the execution and delivery by the Shareholders of this Agreement or the execution and delivery by the Shareholders or the Companies of the Additional Documents to which such Person is a party nor the consummation by the Companies and the Shareholders of the Transactions will:

          (a) conflict with, or result in a breach of any provision of, any of the Companies’ articles of incorporation, regulations or by-laws or the organizational documents of any of the Subsidiaries;

          (b) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with or without the giving of notice, the passage of time or otherwise, would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or otherwise) to terminate, accelerate, modify or call a default under, or result in the creation of any Lien upon any of the properties or assets of the Companies or any Subsidiaries or require any consent of any third party under any of the terms, conditions or provisions of any Contract to which any of the Companies or any of the Subsidiaries is a party;

          (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to any of the Companies or any of the Subsidiaries; or

          (d) require any action or consent or approval of, or review by, or registration or filing by any of the Companies, any Subsidiaries, any Shareholder or any of their respective Affiliates with, any third party or any Governmental Authority, other than any that have been taken, obtained or made. The Shareholders and the Companies have filed all Notification and Report Forms required pursuant to the HSR Act with respect to the Transactions and have received early termination of the waiting period under the HSR Act with respect thereto.

     3.6 Absence of Certain Changes .

          (a) Except as set forth in Section 3.6(a) of the Disclosure Schedule, since September 24, 2004, there has not been:

          (i) any labor dispute or disturbance adversely affecting the business operations, prospects or condition (financial or otherwise) of any Company or Subsidiary, including the filing of any petition or charge of unfair labor practice with any Governmental Authority, efforts to effect a union representation election, actual or threatened employee strike, work stoppage or slowdown;

          (ii) any (A) adjustment, split, combination or reclassification the capital stock of any Company or Subsidiary; (B) declaration or payment of any dividend or distribution on, or direct or indirect redemption, purchase or other acquisition of, any Shares or any securities or obligations convertible into or exchangeable for any Shares; (C) grant to any Person any right or option to acquire any Shares; (D) issuance, delivery or sale or agreement to issue, deliver or sell any additional Shares or any securities or obligations convertible into or exchangeable or exercisable for any Shares or such securities; or (E) any agreement, understanding or arrangement made with respect to the sale or voting of Shares;

          (iii) any direct or indirect sale, transfer, lease, pledge, mortgage, encumbrance or other disposition of any of any material property or assets of any Company or Subsidiary, other than in the Ordinary Course of Business for fair equivalent value to Persons other than directors, officers, shareholders or other Affiliates of any Company or Subsidiary;

          (iv) any changes in the articles of incorporation, regulations, bylaws or the organizational documents of any Company or Subsidiary;

          (v) any merger or consolidation of any Company or Subsidiary with any other Person or acquisition of the assets (other than the acquisition of inventory, supplies and equipment in the Ordinary Course of Business) or capital stock of any other Person, or any confidentiality agreement entered into with any Person in contemplation of any of the foregoing;

          (vi) any change in any method or principle of accounting by any Company or Subsidiary in a manner that is inconsistent with past practice;

          (vii) any settlement of Actions by any Company or Subsidiary involving an amount in excess of $100,000 without the prior written consent of Lincoln Electric, which shall not be unreasonably withheld;

          (viii) any write-up, write-down or write-off of the book value of any assets by any Company or Subsidiary, individually or in the aggregate, in excess of $100,000, except for depreciation and amortization in accordance with GAAP;

          (ix) any purchase of assets by any Company or Subsidiary (other than purchases in the Ordinary Course of Business of an amount not in excess of $50,000 for any one purchase or $100,000 for all such purchases) or any lease of capital assets with payments over the term of the lease to be made by any Company or Subsidiary exceeding the aggregate amount of $100,000;

          (x) any action taken by any Company or Subsidiary to exempt, or make not subject to any other state takeover law or state law that purports to limit or restrict business combinations or the ability to acquire or vote shares, any Person (other than Lincoln Electric or its subsidiaries) or any action taken thereby, which Person or action would have otherwise been subject to the restrictive provisions thereof and not exempt therefrom; or

          (xi) any agreement in writing or otherwise to take any of the foregoing actions.

          (b) Except as set forth in Section 3.6(b) of the Disclosure Schedule, since September 24, 2004, to the Knowledge of the Shareholders, there has not been:

          (i) any event, occurrence, development or state of circumstances or facts which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on any Company;

          (ii) any damage, destruction, loss or casualty to property or assets owned or used by any Company or Subsidiary with a value in excess of $100,000, whether or not covered by insurance;

          (iii) any action of a Company or Subsidiary outside of the Ordinary Course of Business, except as expressly contemplated by this Agreement and the Transactions;

          (iv) any incurrence, creation, assumption of any indebtedness by any Company or Subsidiary for borrowed money; assumption, guarantee, endorsement or other responsibility or liability for the obligations of any other Person, other than in the Ordinary Course of Business not in excess of $100,000 in the aggregate; or any loan or advance made by any Company or Subsidiary to any Person, other than credit extended to customers of any Company or Subsidiary in the Ordinary Course of Business not exceeding $50,000, in the aggregate, to any customer;

          (v) any subsidiaries created or formed by any Company or Subsidiary;

          (vi) any employment, severance, termination or similar agreements or arrangements entered into or modified by any Company or Subsidiary, or any bonuses, salary increases, severance or termination pay made or granted by any Company or Subsidiary to, any officer, director, consultant or employee or other increase in the compensation or benefits provided to any officer, director, consultant or employee, except for salary increases granted in the Ordinary Course of Business to employees who are not officers or directors of any Company or Subsidiary, and except as may be required by Applicable Law or a binding written contract in effect on the date of this Agreement and disclosed in Section 3.18(a) of the Disclosure Schedule;

          (vii) any bonus, stock option, profit-sharing, pension, retirement, severance, deferred compensation, group health, insurance, or other employee benefit or similar plan entered into, adopted or amended by any Company or Subsidiary, other than as may be required under this Agreement;

          (viii) any material change in the method of doing business;

          (ix) any modification, amendment or termination, or waiver, release or assignment by any Company or Subsidiary of any material rights or claims with respect to, any Contract listed in Section 3.18(a) of the Disclosure Schedule, any other material Contract to which any Company or Subsidiary is a party or any confidentiality agreement to which any Company or Subsidiary is a party; or

          (x) any agreement in writing or otherwise to take any of the foregoing actions.

     3.7 Financial Statements . The Shareholders have furnished to Lincoln Electric the unaudited combined (with consolidating adjustments) statement of assets and liabilities of (a)(i) J.W. Harris and the J.W. Harris Subsidiaries as of September 24, 2004, (ii) Harris-Euro and the Harris-Euro Subsidiaries as of December 31, 2004, and (iii) Autobraze as of December 31, 2004,

and the related combined (with consolidating adjustments) statements of revenues, expenses, and retained earnings, and cash flows for the fiscal years then ended, copies of which are attached as Exhibit D; (b) the audited consolidated statement of assets and liabilities of J.W. Harris and the J.W Harris Subsidiaries as of September 24, 2004, and the related consolidated statements of revenues, expenses, and retained earnings, and cash flows for the fiscal year then ended, including the related notes, which are accompanied by the unqualified opinion of Ernst & Young (the “Audited Financial Statements”); (c) the unaudited statement of assets and liabilities of Autobraze as of December 31, 2004, and the related combined consolidated statements of revenues, expenses, and retained earnings, and cash flows for the year then ended; and (d) the unaudited consolidated statement of assets and liabilities of Harris-Euro and the Harris-Euro Subsidiaries as of December 31, 2004, and the related combined consolidated statements of revenues, expenses, and retained earnings, and cash flows for the year then ended (the financial statements referred to in Sections 3.7(a)-(d), the “Financial Statements”). The Companies have also furnished to Lincoln Electric the combined consolidated statement of assets and liabilities of the Companies and the Subsidiaries as of December 31, 2004 (the “December Balance Sheet”), and the related combined consolidated statements of revenues, expenses, and retained earnings, and cash flows for the twelve-month period then ended (collectively with the December Balance Sheet, the “December Statements”). The Financial Statements and the December Statements (x) have been prepared from and are in accordance with the books and records of the Companies and the Subsidiaries, and (y) fairly and accurately present the financial condition of the Companies and the Subsidiaries as of the respective dates stated therein and the related results of its operations and changes in cash flows for the periods then ended, and (z) with respect to all unaudited financial statements, have been prepared in conformity with GAAP, except for (i) the absence of notes and (ii) the treatment of combining entities with different year end dates. The Audited Financial Statements have been prepared in conformity with GAAP. The Companies have also furnished to Lincoln Electric the working capital schedule which was used to derive the Benchmark and a reconciliation to the related unaudited financial information referred to above, which is attached hereto as Exhibit E .

     3.8 Undisclosed Liabilities . No Company or Subsidiary has any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due, except (i) those disclosed or reserved against on the December Balance Sheet, (ii) current liabilities incurred after the date of the December Balance Sheet in the Ordinary Course of Business, (iii) those set forth in Section 3.8 of the Disclosure Schedule, or (iv) those incurred in connection with the execution of this Agreement or any of the Additional Documents.

     3.9 Taxes .

          (a) Except as disclosed in Section 3.9(a) of the Disclosure Schedule, the Companies and the Subsidiaries have duly filed all Tax Returns required to have been filed by the Companies and the Subsidiaries prior to the date hereof. Section 3.9(a) of the Disclosure Schedule describes all Tax Returns filed on a consolidated, combined, or unitary basis, along with a list of entities whose activities are included with such filings. Except as set forth in Section 3.9(a) of the Disclosure Schedule, no Tax Return of the Company or of any Subsidiary is required to be filed on or before the date that is sixty (60) days after the Closing. All of the foregoing Tax Returns filed by the Companies and the Subsidiaries are true, correct and complete, and the

Companies or their respective Subsidiaries have paid prior to the Closing Date all Taxes required to be paid in respect of the periods covered by such returns or reports or otherwise due to any federal, state, foreign, local or other taxing Governmental Authority. The unpaid Taxes of the Companies and the Subsidiaries do not, as of the Closing Date, exceed the reserve for Tax liability (as distinguished from any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the December Balance Sheet (as distinguished from in any notes thereto). The Companies and the Subsidiaries will not have any liability for any Taxes in excess of the amounts so paid or reserves so established and the Companies and the Subsidiaries are not delinquent in the payment of any Tax, assessment or governmental charge.

          (b) Except as disclosed in Section 3.9(b) of the Disclosure Schedule, no deficiencies for any Tax, assessment or governmental charge have been proposed in writing, asserted or assessed (tentatively or definitely), by any taxing Governmental Authority against the Companies or the Subsidiaries. Except as set forth in Section 3.9(b) of the Disclosure Schedule, no Company or Subsidiary is the subject of any Tax audit. As of the date of this Agreement, there are no pending requests for waivers of the time to assess any such Tax. Except as set forth in Section 3.9(b) of the Disclosure Schedule, with respect to any taxable period ended prior to December 31, 2001, all Tax Returns of the Companies and the Subsidiaries have been audited by a Governmental Authority or are closed by the applicable statute of limitations. No Company or Subsidiary has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. There are no Liens with respect to Taxes upon any of the properties or assets, real or personal, tangible or intangible of the Companies or the Subsidiaries (other than Liens for Taxes not yet due and payable). Except as disclosed in Section 3.9(b) of the Disclosure Schedule, no Company or Subsidiary is subject to any Tax liability in any jurisdiction where the Companies or the Subsidiaries do not file Tax Returns, and no claim has ever been made or reasonably could be made by a Governmental Authority in any such jurisdiction that any Company or Subsidiary is or may be subject to Taxation by that jurisdiction. No Company or Subsidiary is or has ever been a “United States Real Property Holding Corporation” (as defined in Section 897(c)(2) of the Code).

          (c) No Company or Subsidiary is obligated by any contract, agreement, governing document or other arrangement to indemnify any other Person with respect to Taxes. No Company or Subsidiary is now or has during the last four (4) years been a party to or bound by any contract, agreement, governing document or other arrangement (whether or not written and including any arrangement required or permitted by law) which (i) requires any Company or Subsidiary to make any Tax payment to or for the account of any other Person, (ii) affords any other Person the benefit of any net operating loss, net capital loss, investment Tax credit, foreign Tax credit, charitable deduction or any other Tax credit or Tax attribute (including deductions and credits related to alternative minimum Taxes), (iii) requires or permits the transfer or assignment of income, revenues, receipts or gains to any Company or Subsidiary, or (iv) grants any power of attorney with respect to any matter relating to Taxes. No Company or Subsidiary has ever been a member of any affiliated, consolidated, combined or unitary group for any Tax purpose other than as disclosed in Section 3.9(c) of the Disclosure Schedule. No Company or Subsidiary has any liability or potential liability for Taxes of any Person under Treasury Regulation Section 1.1502-6.

          (d) Section 3.9(d) of the Disclosure Schedule sets forth (i) a list of all jurisdictions (whether foreign or domestic) to which any Tax is or has been properly payable by any Company or Subsidiary during the past five (5) years, (ii) all sales for which gain has been reported under the installment method of accounting for Tax purposes and for which gain is required to be recognized for Tax purposes by any Company or Subsidiary from or after the Closing Date and any other transactions entered into by any Company or Subsidiary before the Closing Date which may result in Tax owed by any Company or Subsidiary after the Closing Date, (iii) all rulings or determinations obtained by any Company or Subsidiary from any Governmental Authority responsible for the imposition of any Tax that may affect any Company or Subsidiary from or after the Closing Date, (iv) all Tax Returns of the Companies and the Subsidiaries for periods ending after December 31, 2001 and all other Tax Returns with respect to which the applicable period for assessment under Applicable Laws, after giving effect to extensions or waivers, has not expired, (v) all material items of income, gain, deduction or loss, or similar items, whether or not recognized or incurred, resulting from any intercompany transaction to which any Company or Subsidiary is a party, (vi) a list of all pending Tax audits or inquiries, and (vii) any Tax reserves included in the “Deferred Taxes” or similar line item in any balance sheets of the Companies or the Subsidiaries included in the Financial Statements and the December Statements, separately identified and itemized by dollar amount.

          (e) Each Company and Subsidiary has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder or other third party.

          (f) Each Company is now and has been at all times since the date set forth on Section 3.9(f) of the Disclosure Schedule an S Corporation for federal income Tax purposes within the meaning of Section 1361(a) of the Code pursuant to a valid election to be an S Corporation filed by such Company with the Internal Revenue Service. Section 3.9(f) of the Disclosure Schedule sets forth (i) each jurisdiction in which a valid S corporation election for each Company is in effect or such Company is otherwise treated as an S corporation for state or local Tax purposes and the date beginning with such election or treatment has been continuously in effect, and (ii) each jurisdiction listed in Section 3.9(d)(i) of the Disclosure Schedule in which each Company is not or has not at all times since its inception been treated as an S corporation not subject to tax for state or local Tax purposes.

          (g) No Company has any subsidiary that is a “qualified subchapter S subsidiary” within the meaning of Code §1361(b)(3)(B).

          (h) No Company or Subsidiary has, in the past ten (10) years, (i) acquired assets from another corporation in a transaction in which such Company’s or Subsidiary’s, Tax basis, as the case may be, for the acquired assets was determined, in whole or in part, by reference to the Tax basis of the acquired assets (or any other property) in the hands of the transferor or (ii) acquired the stock of any corporation which is a qualified subchapter S Subsidiary.

          (i) Inventory and receivables are accurately valued for Tax purposes. No income in excess of $10,000 that has been accrued for financial reporting purposes in the books and records of any Company has not been accrued for Tax purposes prior to the Closing Date.

          (j) None of the Company, any Subsidiary, or any Shareholder has participated in or cooperated with an international boycott within the meaning of Section 999 of the Code or has been requested to do so in connection with any transaction or proposed transaction.

          (k) To the Knowledge of the Shareholders, no sales or transfer tax will be due as a result of the Transactions or the Section 338(h)(10) Elections. The Shareholders will obtain any sales tax certificate of authority or other governmental approval required in connection with the transfer of stock and deemed transfer of assets in connection with the Transactions and the Section 338(h)(10) Elections.

          (l) Section 3.18(a) of the Disclosure Schedule lists all Tax abatement or reduction agreements or programs to which any Company or Subsidiary is party.

          (m) The only Subsidiaries of J.W. Harris, as described in Section 3.2(a) of the Disclosure Schedule, are J.W. Harris International LLC (“J.W. Harris International”), an Ohio limited liability company owned entirely by J.W. Harris, and Harris Corporation S. de R.L. de C.V., a Mexican limited liability company, owned ninety-nine percent (99%) by J.W. Harris and one percent (1%) by J.W. Harris International. J.W. Harris International is treated as a disregarded entity and division of J.W. Harris for all Tax purposes. Harris Corporation S. de R.L. de C.V. is treated as a limited liability company (sociedad de responsabilidad limitada) for Tax purposes in Mexico and as a disregarded entity for Tax purposes in the United States.

          (n) The only Subsidiary of Harris-Euro, as described in Section 3.2(c) of the Disclosure Schedule, is Harris-Euro SL, a Spanish limited liability company, wholly-owned as of the Closing by Harris-Euro. Harris-Euro SL is treated as a corporation for Tax purposes in Spain, and as a corporation for Tax purposes in the United States.

     3.10 Compliance with Law; Permits; Ethical Practices .

          (a) Except as set forth in Section 3.10(a) of the Disclosure Schedule, each Company and Subsidiary is in compliance with, and at all times since January 1, 1999, has been in compliance with, all applicable laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions, consent decrees or orders entered by any Governmental Authority (collectively, “Applicable Laws”) relating to such Company or any of its respective Subsidiaries or their business or properties. To the Knowledge of the Shareholders, the Companies and the Subsidiaries have heretofore made available to Lincoln Electric copies of all material correspondence from and to all Governmental Authorities and inspectors.

          (b) Except as set forth in Section 3.10(b) of the Disclosure Schedule, since January 1, 1999, no Company or Subsidiary has received any written communication of any Action pending or, to the Knowledge of the Shareholders, threatened, including warning letter, consent decree, memorandum of understanding, prosecution, injunction, seizure, civil fine or recall, alleging that it is not in compliance with any and all Applicable Laws, regulations or orders implemented by any relevant state, local or international Governmental Authority. To the Knowledge of the Shareholders, no employee of any Company or Subsidiary is or has been the subject of any similar pending or threatened Action.

          (c) Each Company and Subsidiary is in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate their respective properties and to carry on their business as it is now being conducted (collectively, the “Company Permits”). Section 3.10(c) of the Disclosure Schedule sets forth a true and complete list of all the material Company Permits, and there is no Action pending or, to the Knowledge of the Shareholders, threatened regarding any of the Company Permits. No Company nor Subsidiary is in default or violation of any of the Company Permits. Except as set forth in Section 3.10(c) of the Disclosure Schedule, during the period commencing January 1, 1999, and ending on the date hereof, no Company nor Subsidiary has received any written notification with respect to possible conflicts, defaults or violations of Applicable Laws. To the Knowledge of the Shareholders, except as set forth in Section 3.10(c) of the Disclosure Schedule, no consent, approval, registration or filing with any third party or Governmental Authority pursuant to any Company Permits is required as a result of the Transactions.

          (d) No Company, Subsidiary or any of their respective agents or representatives has offered or given, and to the Knowledge of the Shareholders, no other Person has offered or given on its behalf, anything of value to: (A) any official of a Governmental Authority, any political party or official thereof, or any candidate for political office, (B) any customer or member of any government, or (C) any other Person, in any such case while knowing or having reason to know that all or a portion of such money or thing of value may be offered, given or promised, directly or indirectly, to any customer