PACKAGED GAS BUSINESS EQUITY PURCHASE AGREEMENT

Stock Purchase Agreement

You are currently viewing:

This Stock Purchase Agreement involves

AIRGAS, INC | Linde AG | LINDE GAS INC

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.

Title: PACKAGED GAS BUSINESS EQUITY PURCHASE AGREEMENT
Governing Law: New York Date: 5/30/2007
Law Firm: Paul Weiss;Simpson Thacher

PACKAGED GAS BUSINESS
EQUITY PURCHASE
AGREEMENT, Parties: airgas inc , linde ag , linde gas inc

EXECUTION COPY

Exhibit 10.14

PACKAGED GAS BUSINESS

EQUITY PURCHASE

AGREEMENT

BY AND AMONG

LINDE GAS INC.,

LINDE AG

AND

AIRGAS, INC.

DATED AS OF MARCH 29, 2007

TABLE OF CONTENTS


SECTION 1 DEFINITIONS			1

1.1 Definitions			1
1.2 Construction			28

SECTION 2 PURCHASE AND SALE OF PURCHASED EQUITY INTERESTS			29

2.1 Purchase and Sale of Purchased Equity Interests			29
2.2 Purchase Price			29
2.3 Post-Closing Payment			29
2.4 Allocation			31

SECTION 3 CLOSING			31

3.1 Closing			31
3.2 Certain Closing Deliveries by the Seller			32
3.3 Certain Closing Deliveries by the Purchaser			32

SECTION 4 REPRESENTATIONS AND WARRANTIES OF THE SELLER			33

4.1 Corporate Organization of the Seller and the Guarantor			33
4.2 Organization of the Operating Company			33
4.3 Corporate Authority and Binding Obligation			34
4.4 Capitalization and Ownership			34
4.5 Ownership of Purchased Equity Interests			36
4.6 No Violation			36
4.7 Governmental Approvals			36
4.8 Financial Statements			36
4.9 No Undisclosed Liabilities			37
4.10 No Business Material Adverse Effect			37
4.11 Packaged Assets			38
4.12 Litigation and Proceedings			39
4.13 Accounts Receivable			40
4.14 Inventory			40
4.15 Intellectual Property			40
4.16 Real Property			41
4.17 Permits			43
4.18 Agreements			43
4.19 Customers			44
4.20 Employees			45
4.21 Compliance with Laws			47
4.22 Environmental			47
4.23 Taxes			48
4.24 Transactions with Affiliates and Related Parties			50
4.25 No Other Representations and Warranties			50


SECTION 5 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER			50

5.1 Corporate Organization			51
5.2 Corporate Authority			51
5.3 No Violation			51
5.4 Governmental Approvals			51
5.5 Availability of Funds			52
5.6 Employee Benefits			52
5.7 Independent Investigation; Seller’s Representations			52

SECTION 6 FURTHER COVENANTS			53

6.1 Access to Information and Documents; Pre-Closing Cooperation			53
6.2 Assistance Relating to Warranty Rights			55
6.3 Confidentiality Agreements			55
6.4 Non-Competition			58
6.5 Non-Solicitation			61
6.6 Consents and Approvals, etc.			62
6.7 Rebates and Discounts; Containers			64
6.8 Conduct of the Packaged Gas Business Prior to the Closing Date			64
6.9 Exclusivity			66
6.10 Agreements			67
6.11 Intellectual Property Licenses			67
6.12 Financing			72
6.13 Access and Cooperation			72
6.14 Tax Matters			73
6.15 Litigation			74
6.16 Acquisition Agreements			74
6.17 Closing Conditions			74
6.18 Auditor’s Consents; Audit Expenses			74
6.19 PG Restructuring			75

SECTION 7 CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PURCHASER			77

7.1 Representations and Warranties			77
7.2 Covenants and Agreements			78
7.3 No Business Material Adverse Effect			78
7.4 Officer’s Certificate			78
7.5 Litigation			78
7.6 Regulatory Consents			78
7.7 PG Restructuring			79

SECTION 8 CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLER			79

8.1 Representations and Warranties			79
8.2 Covenants and Agreements			79


8.3 Officer’s Certificate			79
8.4 Regulatory Consents			79
8.5 PG Restructuring			80

SECTION 9 EMPLOYEES			80

9.1 Employees at Closing; Notice			80
9.2 Treatment of Annual Bonuses			80
9.3 Stay Bonus Arrangements			81
9.4 Other Employee Matters			81

SECTION 10 BROKERAGE			86

SECTION 11 EXPENSES			87

SECTION 12 TRANSFER TAXES AND RECORDING EXPENSES			87

12.1 Transfer and Recording Taxes			87
12.2 Real and Personal Property Taxes			87

SECTION 13 SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION			87

13.1 Survival of Representations and Warranties			87
13.2 Indemnification of the Purchaser			88
13.3 Duration of Indemnification of the Purchaser			88
13.4 Limitations on Indemnification of the Purchaser			89
13.5 Indemnification of the Seller			93
13.6 Duration of Indemnification of the Seller			94
13.7 Limitation on Indemnification of the Seller			95
13.8 Procedure for Indemnification			95
13.9 Payment Limitation			98
13.10 Tax Matters			98
13.11 Exceptions			101
13.12 Exclusive Remedy			102
13.13 Mitigation			102
13.14 Additional Limitations on Indemnification			102

SECTION 14 TERMINATION OF AGREEMENT			103

14.1 Events of Termination			103
14.2 Consequences of Termination			104
14.3 Special Termination Fee and Rights upon Termination			104

SECTION 15 CONSENT TO JURISDICTION; SERVICE OF PROCESS; DISPUTE RESOLUTION; WAIVER OF JURY TRIAL			105

15.1 General Disputes			105

iii


SECTION 16 ENFORCEMENT OF CERTAIN PROVISIONS AND SPECIFIC PERFORMANCE			106

16.1 Enforcement of Certain Provisions			106
16.2 Specific Performance			106

SECTION 17 GUARANTY			107

17.1 Guaranty			107
17.2 No Impairment			107
17.3 Waiver			107

SECTION 18 BULK SALES LAW			107

SECTION 19 PUBLIC ANNOUNCEMENTS			107

SECTION 20 NOTICES			108

SECTION 21 EXTENSIONS AND WAIVERS			109

SECTION 22 ENTIRE AGREEMENT			109

SECTION 23 GOVERNING LAW; SERVICE OF PROCESS ON GUARANTOR			109

SECTION 24 TRANSFERABILITY; NO THIRD PARTY BENEFICIARIES			110

SECTION 25 SEVERABILITY			110

SECTION 26 COUNTERPARTS			110

LIST OF SCHEDULES


Schedule		Description
DEF-A		[Intentionally Omitted]
DEF-B		Divested Tangible Property
DEF-C		Excluded Assets — Intellectual Property
DEF-D		Excluded Assets — Contracts
DEF-E		Packaged CBAs
DEF-F		Knowledge of the Seller
DEF-G		Leased Real Property
DEF-H		Owned Real Property
DEF-I		Packaged Equipment — Leased Vehicles Used by Business Employees
DEF-J		[Intentionally Omitted]
DEF-K		Packaged Intellectual Property (Delivered Applications)
DEF-L		[Intentionally Omitted]
DEF-M		Retained Real Property
DEF-N		Container Methodology
DEF-O		Excluded Assets — Equipment
DEF-P		Retained Employees
4.2(a)		Qualification Exceptions
4.4(a)		Capitalization and Ownership — Membership Interests
4.4(b)		Capitalization and Ownership — No Other Rights
4.5		Ownership of Purchased Equity Interests
4.6(c)		No Violation — Liens
4.6(d)		No Violation — Material Permits
4.6(e)		No Violation — Material Contracts
4.7		Governmental Approvals — Seller
4.9		No Undisclosed Liabilities
4.10		No Business Material Adverse Effect
4.11(a)(i)		Good Title Exceptions
4.11(a)(ii)		Operating Condition Exceptions
4.11(b)		Vehicles and Equipment
4.12		Litigation and Proceedings
4.15(a)		Primary Domestic Patents & Patent Applications
4.15(b)		Third-Party IP Licenses
4.15(h)		IP Exceptions


Schedule		Description
4.16(a)		Excluded Property (Owned and Leased)
4.16(b)		Leased Real Property Exceptions
4.16(d)		No Options
4.17		Material Permits
4.18(a)		Material Contracts
4.18(a)(vi)		Packaged IP Licenses
4.18(b)		Notices of Termination or Default
4.19(a)		Material Customers
4.20(a)		Employee Benefit & Compensation Plans
4.20(b)		Employee Benefit & Compensation Plan Compliance
4.20(c)		No Violation — Liens
4.20(d)		Employee Benefit & Compensation Plan — No Liabilities
4.20(e)		Collective Bargaining Agreements — Covered Claims
4.20(f)-1		Business Employees Rendering Services for the Packaged Gas Business
4.20(f)-2		Business Employees — Salary or Wage Rate Increases or Promotions
4.21		Compliance with Laws
4.22		Environmental
4.23		Taxes
4.24		Transactions with Affiliates and Other Related Parties
5.4		Governmental Approvals — Purchaser
6.1		Pre-Closing Cooperation and Access to Information and Documents
6.5(c)		Transferred Employees — Number of Fillers
6.8		Conduct of PGB Prior to Closing Date
6.8(i)		CBAs — Individual Empowered to Make Decisions
6.8(n)		Capex Summary
6.11(b)(i)		Primary Linde AG-Owned Licensed U.S. Patents
6.11(b)(ii)		Specific Patent/Patent Application for Limited License
6.11(d)(iii)		Trademarks Included in 18 Month Transitional Trademark License
6.11(d)(iv)		Trademarks Included in Perpetual Trademark License
6.11(e)		Trademarks Included in 180 Day Transitional Trademark License
6.11(h)		Proprietary Software
9.2		Transferred Employees — 2007 Bonuses
13.2(c)		Indemnification of Purchaser — Conditions
13.4(a)		Large Production Sites

LIST OF EXHIBITS


Exhibit A		Carve-Out Principles
Exhibit B		PG Restructuring Terms
Exhibit C		Master Site License Agreements
Exhibit D		Transition Services Agreement
Exhibit E		Working Capital Statement Principles
Exhibit F		Product Supply Agreement
Exhibit G		Financial Statements
Exhibit H		Amended Purchaser Severance Plan

vii

EQUITY PURCHASE AGREEMENT

EQUITY PURCHASE AGREEMENT, dated as of March 29, 2007 (this “ Agreement ”), by and among LINDE GAS INC., a Delaware corporation (the “ Seller” ), LINDE AKTIENGESELLSCHAFT, a German corporation (the “ Guarantor ”), and AIRGAS, INC., a Delaware corporation (the “ Purchaser ”).

WHEREAS, the Seller and Linde Gas USA LLC, a Delaware limited liability company (the “ Operating Company ”) and wholly owned Subsidiary of the Seller, own, lease or otherwise have rights in the Packaged Assets (as hereinafter defined);

WHEREAS, the Seller owns one hundred percent (100%) of the outstanding equity interests of the Operating Company (the “ Purchased Equity Interests ”) and, following the PG Restructuring (as hereinafter defined), the Operating Company will own all of the Packaged Assets and no other material operating assets;

WHEREAS, the Seller is an indirect wholly owned Subsidiary of the Guarantor;

WHEREAS, prior to the closing of the transactions contemplated by this Agreement, the Guarantor and the Seller shall use their reasonable best efforts to cause the transactions contemplated by the PG Restructuring to occur; and

WHEREAS, the Purchaser desires to purchase from the Seller, and the Seller desires to sell to the Purchaser, all of the Purchased Equity Interests, upon the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and the respective agreements hereinafter set forth, and intending to be legally bound hereby, the parties hereto agree as follows:

SECTION 1

DEFINITIONS

1.1 Definitions . The terms defined in this Section 1.1 shall have the following meanings for the purposes of this Agreement:

“ 2007 Bonus ” has the meaning set forth in Section 9.2 hereof.

“ Accounts Receivable ” has the meaning set forth in the definition of “ Packaged Assets ” contained in this Section 1.1.

“ Acquired Competitor ” has the meaning set forth in Section 6.4(d) hereof.

“ Acquiring Competitor ” means a Third Party who, directly or indirectly, engages in Competitive Activities.

“ Acquisition Proposal ” has the meaning set forth in Section 6.9(a) hereof.

“ Action ” means any action, claim, suit, demand, complaint, investigation or other proceeding (at law, in equity or admiralty or otherwise), including any action, suit or demand for personal injury or property damage.

“ Affiliate ” of a Person means a Person that directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with such Person. For purposes of this definition, the term “controls,” “is controlled by,” or “is under common control with” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“ Affiliate Arrangements ” has the meaning set forth in Section 4.24 hereof.

“ Agreement ” has the meaning set forth in the preamble hereto.

“ Amended Purchaser Severance Plan ” has the meaning set forth in Section 9.4(e)(ii) hereof.

“ Auditor’s Consent ” has the meaning set forth in Section 6.18(b) hereof.

“ Basket Amount ” has the meaning set forth in Section 13.4(a)(i) hereof.

“ Benefiting Party ” has the meaning set forth in Section 6.19(d) hereof.

“ BOC ” means The BOC Group, Inc., a Delaware corporation.

“ BOC/Linde Arrangement ” means the cash offer by the Guarantor to acquire the entire issued and to be issued share capital of BOC Parent, which acquisition closed on September 5, 2006.

“ BOC Business ” means the businesses owned, operated, or conducted by BOC Parent or its subsidiaries as of the closing of the BOC/Linde Arrangement.

“ BOC Parent ” means The BOC Group plc, a public limited company existing under and by virtue of the laws of the United Kingdom.

“ Books and Records ” means all books, records and other documents (whether on paper, computer diskette, tape, electronic or other storage media) of the Seller, the Operating Company and, if applicable, any of their respective Affiliates, to the extent relating to the Packaged Gas Business or the Packaged Assets wherever located, including property records, production records, inventory information and records, purchase and sales records, credit data, labor relations records, personnel records, accounting records, financial reports, tax returns, maintenance and production records, environmental records and reports, fixed asset lists, customer lists, customer databases, customer records and information, supplier and vendor lists, parts lists, manuals, technical and repair data, correspondence, files, blueprints, specifications, maps, surveys, building and machinery diagrams, sale promotion literature and advertising materials, and any items that are similar to any of the foregoing; provided , that the Seller shall be entitled to redact from the Books and Records any information that does not relate in any manner

to the Packaged Gas Business or the organization, ownership and subsistence of the Operating Company; and provided further that the Books and Records need not include any information (a) that relates to the Excluded Businesses (including financial information and tax returns) or the Operating Company’s operations (i) from which information relating to the Packaged Gas Business only is not separable (after good faith efforts to do so) and (ii) that is not necessary for the conduct of the Packaged Gas Business substantially as conducted as of the date hereof (it being understood that any determination as to whether the circumstances described in clauses (i) or (ii) of this definition of “Books and Records” applies to certain information shall be made by the Seller in good faith) or (b) that relates to the Industrial Gas Suppliers Alliance or any of the other members thereof.

“ Bulk Business ” means the businesses of the Seller and its Affiliates of producing, refining, distributing, marketing, selling and/or supplying, manufacturing, purchasing, preparing, purifying, transfilling, storing and packaging all gases and chemicals in vessels other than Containers and other related applications or equipment. For the avoidance of doubt, “Bulk Business” shall not mean the “Bulk Gas Business” (as defined in the Bulk Gas Agreement) acquired by the Purchaser in accordance with the terms of the Bulk Gas Agreement.

“ Bulk Closing ” means the closing of the transactions contemplated by the Bulk Gas Agreement, which occurred on March 9, 2007.

“ Bulk Gas Agreement ” means the Bulk Gas Business Equity Purchase Agreement, dated as of November 22, 2006, by and among the Purchaser, the Guarantor and the other parties thereto.

“ Business Day ” means any day other than Saturday, Sunday, or a day on which banks in the State of New York are authorized or obligated by Law or executive Order to be closed.

“Business Employees ” means all employees of the Seller, the Operating Company or any of their respective Affiliates (i) who render services with respect to the Packaged Gas Business and are set forth on Schedule 4.20(f)-1 (except those employees who are Retained Employees), which Schedule 4.20(f)-1 shall be updated by the Seller, subject to the Purchaser’s approval (other than employees hired to fill an open position in the Ordinary Course of Business) of any additions, at least ten (10) days prior to the Closing and periodically as the Purchaser may reasonably request through the Closing to include deletion of any employee whose employment terminates prior to the Closing Date (or otherwise ceases to render services with respect to or perform functions for the Packaged Gas Business) for any reason and to add, as applicable, new hires, transferees and other persons designated as Business Employees in accordance with this Agreement or as otherwise reasonably agreed between the Seller and the Purchaser or (ii) who are determined to be Business Employees in accordance with Section 9.4(b)(i).

“ Business Material Adverse Effect ” means any event, circumstance, fact, development, change or effect that is or would reasonably be expected to be materially adverse to the condition (financial or otherwise), properties, liabilities or results of operations of the Packaged Gas Business and the Operating Company, taken as a whole, or that would materially impair or delay the Seller’s obligation under this Agreement or the other Transaction Documents

or the consummation of the transactions contemplated by this Agreement or the PG Restructuring and the other Transaction Documents; provided , however , that none of the following shall be taken into account in determining whether there has been a Business Material Adverse Effect: (i) a decline in the market price of any of the products of the Packaged Gas Business, (ii) an increase in the price of raw materials used in the Packaged Gas Business, (iii) general economic conditions, (iv) conditions generally affecting the industries in which the Packaged Gas Business operates, and not affecting the Packaged Gas Business in a disproportionate manner, (v) effects resulting from or related to the announcement, pendency or completion of the transactions contemplated by, or the compliance of the Seller with the terms of this Agreement or the Bulk Gas Agreement, including any related loss of customers or employees (except for (x) any loss of customers or employees resulting from the failure of the Seller or any of its Affiliates to use commercially reasonable efforts to prevent such loss of customers or employees and (y) any effects resulting from a breach of Sections 4.3, 4.6 or 4.7 of this Agreement), or (vi) any natural disaster or acts of war, sabotage, terrorism, hostilities, military action or escalation or worsening thereof, except in the case of this sub-clause (vi), to the extent that the Packaged Gas Business or the Operating Company is disproportionately affected thereby.

“ Carbon Dioxide Dry Cleaning Business ” means the Seller’s and its Affiliates’ businesses of supplying carbon dioxide and other products to dry cleaning customers.

“ Caribbean Business ” means the Seller’s and its Affiliates’ businesses of supplying industrial, medical, and specialty gases in Containers and in bulk form, and welding supplies hardware and other equipment to customers located in the Dominican Republic, Mexico, Puerto Rico, St. Croix, and other areas in and around the Caribbean Sea.

“ Carve-Out Principles ” means the carve-out and allocation principles, procedures and methodologies set forth on Exhibit A applied in connection with the preparation of the Unaudited Financial Statements.

“ CERCLA ” means the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §§9601 et seq .), as amended, and any legally enforceable rules, regulations and standards issued thereunder, in each case as of the Closing.

“ Change of Control Transaction ” means, with respect to the Guarantor, any of the following transactions (a) the direct or indirect sale, lease, exchange or other transfer of all or substantially all of the assets of the Guarantor to any Person or group of Persons acting in concert as a partnership or other group, (b) the merger or consolidation of the Guarantor with or into another Person resulting in the then existing shareholders of the Guarantor (determined immediately prior to such merger or consolidation) holding fifty percent (50%) or less of the combined voting power of the then outstanding securities ordinarily having the right to vote in the election of directors or their equivalents of (i) the surviving Person of such merger or (ii) the Person resulting from any such consolidation or its ultimate parent (such percentage being determined, in the case of clauses (i) or (ii), immediately following such merger or consolidation), (c) the replacement of a majority of the supervisory board of the Guarantor over a two-year period, from the members who constituted the supervisory board at the beginning of such period, and such replacement shall not have been approved by the supervisory board of the

Guarantor as constituted at the beginning of such period, or (d) a Person or group of Persons acting in concert as a partnership or other group shall, as a result of a tender or exchange offer, open market purchases, privately negotiated purchases or otherwise, have become the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of securities of the Guarantor representing fifty percent (50%) or more of the combined voting power of the then outstanding securities of the Guarantor ordinarily having the right to vote in the election of members of the supervisory board.

“ Claim Notice ” means the notice defined in Section 13.8(a) hereof.

“ Cleveland Headquarters ” means the leased real property occupied by the Seller or certain of its Affiliates and located at Beacon Place, 6055 Rockside Woods, Blvd., Independence, Ohio.

“ Cleveland HQ Lease ” means the lease agreement governing the lease of the Cleveland Headquarters, dated as of February 26, 1996, by and between 6055 Properties Ltd., as the landlord thereunder, and AGA Gas, Inc., as the tenant thereunder, as amended by (1) the First Amendment of Lease, dated as of December 20, 1996; (2) the Second Lease Amendment, dated as of January 24, 2001; (3) the Third Lease Amendment, dated as of December 1, 2005; and (4) the Amended and Restated Third Lease Amendment, dated as of December 30, 2005.

“ Closing ” means the closing defined in Section 3.1 hereof.

“ Closing Date ” means the date of closing as provided in Section 3.1 hereof.

“ Closing Date Payment ” means an amount equal to three hundred and ten million, dollars ($310,000,000).

“ Closing Financial Statements ” has the meaning set forth in Section 6.18(a) hereof.

“ COBRA ” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

“ Code ” means the Internal Revenue Code of 1986, as amended (including any successor code), and the rules and regulations promulgated thereunder.

“ Collective Bargaining Agreement ” means any collective bargaining agreement and any and all other agreements, understandings, contracts, letters, side letters and contractual obligations of any kind, nature and description, oral or written, entered into between any “labor organization” (as defined in Section 2(5) of the National Labor Relations Act) and the Operating Company or its Affiliates, which cover any Business Employee.

“ Competitive Activities ” has the meaning set forth in Section 6.4(a) hereof.

“ Competitive Revenues ” has the meaning set forth in Section 6.4(d) hereof.

“ Condition ” means a Release of a Hazardous Substance or a violation of an Environmental Law that results in an Environmental Liability.

“ Confidentiality Agreement ” means the Confidentiality Agreement, dated as of March 16, 2006, between the Guarantor and the Purchaser.

“ Consent ” means any consent, approval, Order, ratification, authorization or action of, or any filing, registration or declaration with, or any notice to any Person.

“ Containers ” means cylinders, dewars, lecture bottles, pallet tanks filled at cylinder filling facilities, and bulk-acetylene trailers.

“ Container Deposits and Rents ” means (i) all deposits of rents made by customers under Container leases to the extent such deposits relate to the Packaged Gas Business or the Packaged Assets and (ii) all prepayments of rents made by customers under Container leases to the extent such prepayments relate to the Package Gas Business or the Packaged Assets.

“ Contest ” has the meaning set forth in Section 13.10(a)(i) hereof.

“ Contracts ” has the meaning set forth in the definition of “ Packaged Assets ” contained in this Section 1.1.

“ Copyrights ” has the meaning set forth in the definition of “Intellectual Property” contained in this Section 1.1.

“ Covered Claims ” has the meaning set forth in Section 4.20(e)(iii) hereof.

“ Covered Customer ” has the meaning set forth in Section 6.4(b) hereof.

“ Covered Loss ” has the meaning set forth in Section 13.11(a) hereof.

“ Covered Period ” has the meaning set forth in Section 9.4(e)(i) hereof.

“ Credit Agreement ” has the meaning set forth in Section 5.5 hereof.

“ Cryonite Business ” means the Seller’s and its Affiliates’ businesses of producing, marketing, selling and supplying of industrial gases, equipment or know how in connection with pest control or pest control applications.

“ Current Fiscal Year ” has the meaning set forth in Section 9.4(f) hereof.

“ Diminution in Value Losses ” has the meaning set forth in Section 13.11(b) hereof.

“ Dispute ” has the meaning set forth in Section 15.1(a) hereof.

“ DOJ ” has the meaning set forth in Section 4.7 hereof.

“ Dollar ”, “ dollar ” and “ $ ” shall be references to United States dollars.

“ EBITDA ” means, for any given period, the sum of (i) net income (or loss), (ii) all interest expense, (iii) all charges against income for federal, state and local taxes, (iv) all depreciation expense, (v) all amortization expense and (vi) cost sharing payments to AGA AB for reimbursement of product marketing and development, administrative support services and other non-stewardship related expenses. “ EBITDA ,” to the extent relating to the Packaged Gas Business, shall be determined and calculated in accordance with the Carve-Out Principles.

“ ECOVAR Business ” means the Seller’s and its Affiliates’ businesses of producing, refining, marketing, selling and supplying of air gases, hydrogen or other gases (up to a capacity of 200 tons per day) from production facilities and related distribution systems that utilize membrane, adsorption, cryogenic, fuel cell, electrolytic, or other technologies. For the avoidance of doubt, ECOVAR Business includes all liquid or gaseous products that the customer consumes at the site whether directly related to the on-site production facility or not, but excludes the sale of gaseous products to customers in Containers.

“ Electronic Gases Business ” means the Seller’s and its Affiliates’ businesses of manufacturing, purchasing, storing, purifying, preparing, transfilling, packaging, marketing, distributing, selling and/or supplying any products (including the sale of associated gases otherwise included in the Packaged Gas Business and related equipment), in any physical state, where such products are sold for use to manufacturers, assemblers, or testers of silicon wafers, semiconductor devices, compound semiconductor wafers, compound semiconductor devices, photovoltaic devices, photonic devices, SiGe devices, LCD’s and LED’s, optical fibers, fiber optics, or any similar materials or devices.

“ Employee Benefit and Compensation Plans ” means any plan, program, arrangement or agreement that is a pension, profit-sharing, savings, retirement, employment, consulting, severance pay, termination, executive compensation, incentive compensation, deferred compensation, bonus, stock purchase, stock option, phantom stock or other equity-based compensation, change-in-control, retention, salary continuation, vacation, sick leave, disability, death benefit, group insurance, hospitalization, medical, dental, life (including all individual life insurance policies as to which the Operating Company or any of its ERISA Affiliates is the owner, fiduciary, beneficiary, administrator or any combination thereof), Code Section 125 “cafeteria” or “flexible” benefit, employee loan, educational assistance or fringe benefit plan, whether written or oral, including, any (i) “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), or (ii) other employee benefit plan, agreement, program, policy, arrangement or payroll practice, whether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the transaction contemplated by this Agreement or otherwise), in each such case maintained by or contributed to by the Operating Company or any of its ERISA Affiliates for the benefit of any Business Employee, whether any such Business Employee has any past, present or future right to benefits, or otherwise in respect of which the Operating Company or any of its ERISA Affiliates have any liability with respect to any Business Employee.

“ Employment Claims ” has the meaning set forth in Section 4.20(e)(iii) hereof.

“ Employment Requirements ” has the meaning set forth in Section 9.4(l)(i) hereof.

“ Environmental Basket Amount ” has the meaning set forth in Section 13.4(a)(ii) hereof.

“ Environmental Cap ” has the meaning set forth in Section 13.4(a)(ii) hereof.

“ Environmental Laws ” means all applicable Laws in effect as of the Closing (except with respect to Excluded Packaged Gas Environmental Liabilities and subsection (n) of the definition of Excluded Liabilities for which Environmental Laws shall mean all applicable Laws in effect on or after the Closing) that address or are related to the pollution or protection of the environment, including animal and plant life and the protection of human health and safety as they may be affected by exposure to Hazardous Substances, including the CERCLA; the Hazardous Materials Transportation Authorization Act of 1994 (49 U.S.C. §§5101 et seq .); the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. §§136 et seq .); the Solid Waste Disposal Act (42 U.S.C. §§6901 et seq .); the Toxic Substance Control Act (15 U.S.C. §§2601 et seq .); the Clean Air Act (42 U.S.C. §§7401 et seq .); the Federal Water Pollution Control Act (33 U.S.C. §§1251 et seq .); and the Safe Drinking Water Act (42 U.S.C. §§300(f) et seq .).

“ Environmental Liabilities ” means all obligations or Losses (including obligations or Losses arising out of legal notices, Actions or other assertion of obligation or liability), resulting or arising from or under (a) any Environmental Law, (b) any Release of, or potential Release of, or exposure to, any Hazardous Substance, or (c) an enforceable Order issued or imposed under or pursuant to an Environmental Law.

“ Environmental Losses ” has the meaning set forth in Section 13.4(a)(ii) hereof.

“ Environmental Permit ” means any Permit that is authorized or required pursuant to an Environmental Law.

“ Equipment ” means tangible personal property, including all Containers, bulk tanks, furniture, appliances, fixtures, computer hardware, terminals, servers, systems and related items, data and voice telecommunications equipment, furnishings, tools, pumps, compressors, vaporizers, machinery, spare parts and similar equipment and fork lifts and motor vehicles, trailers, and other delivery or distribution equipment (including trucks and tractors), but excluding items held as inventory.

“ ERISA ” has the meaning set forth in the definition of “ Employee Benefit and Compensation Plans ” contained in this Section 1.1.

“ ERISA Affiliate ” means as to any Person, any other Person, whether or not incorporated, which together with such Person would be deemed, at any time through the Closing Date, a single employer within the meaning of Section 4001 of ERISA or Section 414(b), (c), (m) or (o) of the Code.

“ ERISA Affiliate Liability ” means any obligation, liability or expense of the Seller or the Operating Company which arises under or relates to any Employee Benefit and

Compensation Plan that is subject to Title IV of ERISA, Section 302 of ERISA, Section 412 of the Code, COBRA or any other statute or regulation that imposes liability on a so-called “controlled group” basis with or without reference to any provision of Section 414 of the Code or Section 4001 of ERISA, including by reason of the Seller’s affiliation with any of its ERISA Affiliates or the Purchaser being deemed a successor to any ERISA Affiliate of the Seller.

“ Excepted Customers ” has the meaning set forth in Section 6.4(b) hereof.

“ Excepted Representations ” has the meaning set forth in Section 13.3 hereof.

“ Excluded Assets ” means all tangible and intangible assets and property of the Guarantor or any of its Affiliates used with respect to the Excluded Businesses (except to the extent such assets or property constitute Packaged Assets) or that is not included in the Packaged Assets, including the following assets of the Guarantor and its Affiliates:

(a) cash on hand or in banks, other than petty and drawer cash on hand at the Owned Real Property or Leased Real Property on the Closing Date;

(b) accounts receivable, other than the Accounts Receivable;

(d) all Equipment owned, leased, used or held for use by the Seller or its Affiliates that does not constitute Packaged Equipment, including the Equipment listed on Schedule DEF-O;

(e) all inventory owned, leased, used or held for use or resale by the Seller or its Affiliates in the Excluded Businesses and that does not otherwise constitute Packaged Inventory, including the Retained Inventory;

(f) all real property (including the Retained Real Property), including all of the buildings, structures, fixtures and other Improvements located thereon and together with all appurtenances, rights, easements, licenses and permits appurtenant to or for the benefit of such real property, other than the Real Property;

(g) all tangible personal property located upon the Retained Real Property, other than the tangible personal property listed on Schedule DEF-B;

(h) all Intellectual Property owned, licensed, used or held for use by the Seller or its Affiliates that does not otherwise constitute Packaged Intellectual Property and does not relate exclusively to the Packaged Gas Business or the Packaged Assets, including the Intellectual Property listed on Schedule DEF-C and any Intellectual Property that relates exclusively to or is used exclusively in the Retained Wholesale Acetylene Business, subject, as applicable, to the licenses described in Section 6.11;

(i) all contractual rights under or relating to any Contract that is not a Packaged Contract, including those set forth on Schedule DEF-D;

(j) any rights to Tax refunds, credits or similar benefits attributable to any Taxes with respect to the Packaged Gas Business or the Packaged Assets for any Pre-Closing Tax Period;

(k) any originals or copies of Tax Returns of the Seller or any of its Affiliates (including the Operating Company); and

(l) all rights of the Seller under the Transaction Documents.

“ Excluded Businesses ” means any businesses or operations of the Seller or any of its Affiliates, currently or formerly operated, other than the Packaged Gas Business, including the (i) Bulk Business, (ii) BOC Business, (iii) INO Therapeutics Business, (iv) ECOVAR Business, (v) Tonnage Air Gas Business, (vi) HYCO Business, (vii) Cryonite Business, (viii) Other Major Engineering Projects and Businesses, (ix) TMG Business, (x) Spectra Gases Business, (xi) LAG Methanol Business, (xii) LifeGas Business, (xiii) Hydrogen Refueling and Alternate Fuel Business, (xiv) Carbon Dioxide Dry Cleaning Business, (xv) Electronic Gases Business, (xvi) Rare Gases Business, (xvii) Liquid Helium Business, (xviii) Wholesale Dry Ice Business, (xix) Hospitality Business, (xx) Wholesale Welding Business, (xxi) Wholesale Business, (xxii) Retained Wholesale Acetylene Business and (xxiii) any business performed with the Excluded Assets.

“ Excluded Liabilities ” means the following obligations, liabilities or expenses (regardless of when such obligations, liabilities or expenses accrue or become known) of the Operating Company and any of its pre-Closing Affiliates, except to the extent, in each case, any such liability, obligation or expense is included as a liability in the calculation of Net Working Capital:

( ) any obligation, liability or expense arising from the PG Restructuring or any Affiliate Arrangement;

(m) any obligation, liability or expense arising from (i) any of the Excluded Businesses, and (ii) any of the Excluded Assets (for the avoidance of doubt, the parties agree that the generality of this sub-section (b) shall not be limited or affected by the fact that any of the other sub-sections of this definition of Excluded Liabilities is more specific or limited in any manner);

(n) any indebtedness of the Seller, the Operating Company or any of their respective Affiliates (including indebtedness for borrowed money (including accrued interest)) and Liens relating thereto, in either case, incurred prior to the Closing, other than accounts payable arising from the operation of the Packaged Gas Business or the Packaged Assets and other liabilities, in either case, to the extent such accounts payable are reflected in the calculation of Net Working Capital;

(o) any obligation, liability or expense (including any Actions) to the extent arising out of (i) the conduct of the Packaged Gas Business by the Seller, the Operating Company or any of their respective Affiliates, as applicable (or any of their predecessors) prior to the Closing Date (regardless of when such obligation, liability or expense accrues or becomes

known) or (ii) the ownership or operation of the Operating Company or the Packaged Assets prior to the Closing Date (regardless of when such obligation, liability or expense accrues or becomes known);

(p) any obligation, liability or expense to the extent arising out of (i) the manufacture, sale or lease by the Seller, the Operating Company or any of their respective Affiliates, as applicable, of any defective product or equipment prior to the Closing Date, (ii) any failure by the Seller, the Operating Company or any of their respective Affiliates to warn any Person with respect to any of its products or equipment supplied prior to the Closing Date, or (iii) the breach by the Seller, the Operating Company or any of their respective Affiliates, as applicable, of any express or implied warranty made in connection with the manufacture, sale or lease of any products or equipment prior to the Closing Date;

(q) any obligation, liability or expense related to or arising out of (i) any Contract (or portion thereof) that does not constitute a Packaged Contract, (ii) any lease or sublease of real property other than the Real Property Leases or (iii) Packaged Contracts (including Real Property Leases) for pre-Closing time periods (regardless of when such obligation, liability or expense accrues or becomes known);

(r) any obligation, liability or expense relating to claims of any Third Parties, whenever arising or asserted, alleging violation or infringement of any Intellectual Property rights prior to the Closing;

(s) except as otherwise provided under Section 9, any obligation, liability or expense relating to or arising out of any (i) existing Employee Benefit and Compensation Plan (excluding, for the avoidance of doubt, in respect of any MultiEmployer Plan to the extent related to Collective Bargaining Agreements which are set forth on Schedule DEF-E), (ii) former Employee Benefit and Compensation Plan which has been terminated or frozen or (iii) ERISA Affiliate Liability;

(t) except as otherwise provided under Section 9, any obligation, liability or expense (i) relating to any Collective Bargaining Agreement not set forth on Schedule DEF-E or (ii) incurred prior to the Closing (regardless of when such obligation, liability or expense accrues or becomes known) under any Collective Bargaining Agreement set forth on Schedule DEF-E;

(u) except as otherwise provided under Section 9, any obligation, liability or expense relating to or arising out of (i) the employment or termination of employment of any current or former Business Employee occurring prior to the Closing, (ii) the employment practices of the Seller, the Operating Company or any of their respective Affiliates occurring prior to the Closing or (iii) compliance with or violations of any Labor Laws prior to the Closing;

(v) any obligation, liability or expense relating to workers’ compensation claims and occupational health claims against the Seller, the Operating Company or any of their respective Affiliates, as applicable, for accidents or injuries that occurred prior to the Closing;

(w) except as set forth in Section 12, any obligation, liability or expense of any kind or nature relating to Taxes of the Seller, the Operating Company or any of their respective Affiliates, as applicable, or, with respect to the Purchased Equity Interests or the Packaged Gas

Business, for any Pre-Closing Tax Period (including any obligation, liability or expense pursuant to any Tax Sharing Agreement (whether written or not) or by reason of being a successor-in-interest or transferee of another entity or any liability under Treasury Regulation §1.1502-6, Treasury Regulation §1.1502-78 or similar provision of state, local or foreign law) or in connection with the transactions contemplated hereby and by the PG Restructuring Terms;

(x) except as otherwise set forth in this Agreement, all obligations, liabilities or expenses (including for any accounting, legal, investment banking, brokerage or similar fees or expenses) incurred by the Seller, the Operating Company or any of their respective Affiliates, as applicable, in connection with the negotiation and preparation of this Agreement and the consummation of the transactions contemplated hereby;

(y) any Environmental Liabilities and any other obligation, liability or expense under or relating to any Environmental Law or Hazardous Substance or otherwise relating to the environment to the extent arising out of or relating to the Excluded Businesses, or any other business currently or formerly operated other than the Packaged Gas Business; or

(z) any Excluded Packaged Gas Environmental Liabilities.

Notwithstanding the foregoing, (x) Excluded Liabilities shall not include any liabilities under the Bulk Gas Agreement that the parties reasonably intended to be the responsibility of the Purchaser thereunder or that were assumed by operation of Law and (y) Environmental Liabilities and any other obligation, liability or expense under or relating to any Environmental Law or Hazardous Substance or otherwise relating to the environment to the extent arising out of or relating to the Real Property or the Packaged Assets shall not be deemed included among the Excluded Liabilities. For the avoidance of doubt, to the extent that any Governmental Body or any other Person requires any Contract to be novated in connection with the transactions contemplated hereby, to the extent that such novation conflicts with the terms of this Agreement, then the provisions of this Agreement shall control as between the parties hereto.

“ Excluded Packaged Gas Environmental Liabilities ” means any Environmental Liabilities and any other obligation, liability or expense under or relating to any Environmental Law or Hazardous Substances or otherwise relating to the environment to the extent arising out of or relating to (i) real property formerly, but not currently, owned, leased, occupied or operated in connection with the Packaged Gas Business, (ii) real property, other than the Real Property or locations contiguous to the Real Property (but only to the extent that such contiguous real property has become contaminated by a Release from the Real Property), where waste generated, disposed or handled in connection with the Packaged Gas Business has come to be located and (iii) any other aspect of the Packaged Gas Business not relating to the Owned Real Property or the Leased Real Property or the Packaged Assets. Notwithstanding the foregoing, Excluded Packaged Gas Environmental Liabilities shall not include any liabilities under the Bulk Gas Agreement that the parties reasonably intended to be the responsibility of the Purchaser thereunder or that were assumed by operation of Law.

“ Final Allocation Schedule ” has the meaning set forth in Section 2.4(a) hereof.

“ Final Closing NWC Amount ” means the Net Working Capital of the Packaged Gas Business as of the Closing Date, as determined in accordance with the Working Capital Statement Principles.

“ Financing ” has the meaning set forth in Section 5.5 hereof.

“ FIRPTA Affidavit ” has the meaning set forth in Section 3.2(g) hereof.

“ Former Operating Company ” means Airgas Merchant Gases, LLC (f/k/a Linde Gas LLC), a Delaware limited liability company, and, to the extent applicable, either or both of the “Companies” (as such term is defined in the Bulk Gas Agreement).

“ Framework Agreement ” means the agreement, dated the 24 ^th day of February 2006, by and between Airgas, Inc. and the Guarantor, as amended by the supplement, dated the 21 ^st day of June 2006.

“ FTC ” has the meaning set forth in Section 4.7 hereof.

“ FTC Preliminary Approval Date ” means the date that the FTC places a proposed consent decree on the public record for comment with respect to the transactions contemplated by this Agreement; or if earlier, the date on which antitrust counsel for each party reasonably agree that either no Governmental Body will have any objections, or the proposals the parties have made to the applicable Governmental Body (after discussion with the applicable Governmental Body) are reasonably likely to resolve any objections, to the transactions contemplated by this Agreement under applicable antitrust Laws.

“ GAAP ” means United States generally accepted accounting principles, as in effect from time to time.

“ Governmental Body ” means (a) any United States federal, state or local or foreign government (or political subdivision thereof), (b) any agency or instrumentality of any such government (or political subdivision thereof), (c) any non-governmental regulatory or administrative authority, body or other organization (to the extent that the rules, regulations, standards, requirements, procedures and Order of such authority, body or other organization have the force of Law) and (d) any United States federal, state or local or foreign court or tribunal.

“ Guarantor ” has the meaning set forth in the preamble hereto.

“ Guarantor Agent ” has the meaning set forth in Section 23 hereof.

“ Guaranty ” has the meaning set forth in Section 17.1 hereof.

“ Hazardous Substance ” has the meaning defined in Section 101(14) of CERCLA, plus oil and petroleum (in any form or derivative), asbestos, PCBs, and any other substance defined or regulated as hazardous or other term of similar import under any Environmental Law.

“ Hospitality Business ” means the businesses of filling, selling and/or supplying, and distributing CO2 and other related gases and equipment to Persons doing business in the restaurant and beverage/food service industry.

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

“ HSR Filing ” has the meaning set forth in Section 6.6(c) hereof.

“ HYCO Business ” means the Seller’s and its Affiliates’ businesses of producing, refining, packaging, marketing, selling and supplying of hydrogen, carbon monoxide, synthesis gas, methanol or any other chemical gases or liquids in any quantity from production facilities and related distribution systems that utilize hydrocarbon reforming, gasification or other technologies, including the businesses of producing, refining, packaging, marketing, selling and supplying of acetylene to customers, which is delivered by a pipeline from such production facilities to the customers’ facilities.

“ Hydrogen Refueling and Alternate Fuel Business ” means the Seller’s and its Affiliates’ businesses of engineering, selling, marketing, installing, and distributing hydrogen and other alternative fuel gases in any form for the transportation industry and for material handling.

“ Imprinted Containers ” has the meaning set forth in Section 6.11(d) hereof.

“ Improvements ” has the meaning set forth in Section 4.16(c) hereof.

“ Indemnified Party ” has the meaning set forth in Section 13.8(a) hereof.

“ Indemnifying Party ” has the meaning set forth in Section 13.8(a) hereof.

“ Independent Accountant ” means PricewaterhouseCoopers LLP or, if such firm is not able to accept the assignment contemplated hereunder, another independent accounting firm, which in each such case shall be jointly engaged by, and mutually agreeable to, the Purchaser and the Seller and shall not be affiliated with the either the Purchaser or the Seller or have conducted business with either the Purchaser or the Seller during the previous two (2) years.

“ INO Therapeutics Business ” means the businesses of INO Therapeutics, a multi-national specialty pharmaceutical company, with core competencies in development of late stage drugs and marketing of pharmaceuticals and delivery devices.

“ Intellectual Property ” means all rights in any and all of the following:

(z) patents, patent applications and inventions, designs and improvements described and claimed therein, patentable inventions and other patent rights (including any divisions, continuations, continuations-in-part, substitutions, or reissues thereof, whether or not patents are issued on any such applications and whether or not any such applications are modified, withdrawn, or resubmitted) (“ Patents ”);

(aa) trademarks, service marks, trade dress, trade names, brand names, designs, logos, corporate names, domain names and other source indicators, whether registered or unregistered, and all registrations and applications for registration thereof, including the goodwill of the business symbolized thereby or associated therewith (“ Trademarks ”);

(bb) copyrights and mask works, including all renewals and extensions thereof, copyright registrations and applications for registration thereof, and non-registered copyrights (“ Copyrights ”);

(cc) trade secrets, confidential business information, technical information and other proprietary information, concepts, ideas, designs, processes, procedures, techniques, technical information, specifications, operating and maintenance manuals, engineering drawings, methods, know-how, technical data, quality control data and databases, reports, discoveries, inventions, modifications, extensions, improvements, research materials and other proprietary rights (whether or not patentable or subject to copyright, mask work, or trade secret protection) (“ Trade Secrets ”);

(dd) computer software programs, including all source code, object code and manuals and documentation related thereto (but, for the avoidance of doubt, excluding any information transmitted by or stored within any computer software programs or any reports generated by the use of the foregoing, any of which are covered in subsection (d)) (“ Software ”); and

(ee) all rights to sue at law or in equity for any infringement, misappropriation or other impairment of any of the foregoing and the right to collect damages and proceeds therefrom; provided , that such rights shall be excluded from the definition of Intellectual Property for the purposes of the licenses described in Section 6.11.

“ IP Licenses ” means all licenses, sublicenses and other agreements or permissions related to Intellectual Property.

“ IRS ” has the meaning set forth in Section 4.23(m).

“ knowledge of the Seller ” means the actual knowledge, after due inquiry consistent with such individual’s area of responsibility, of the individuals set forth on Schedule DEF-F.

“ Labor Laws ” means any and all applicable foreign and U.S.-based federal, state and local Laws relating in any manner to employment, employees and/or individuals performing work as consultants or contractors, including employment standards, employment of minors, employment discrimination, health and safety, labor relations, unions, withholding, wages and hours, overtime, employee benefits and benefit plans of any kind, workplace safety and insurance and pay equity.

“ LAG Methanol Business ” means the businesses of LaPorte Methanol Company, L.P., an entity in which Guarantor has a fifteen percent (15%) indirect ownership interest, and

Lyondell Chemical Company has an eighty-five percent (85%) indirect ownership interest, and which operates a methanol plant in LaPorte, Texas.

“ Large Production Sites ” has the meaning set forth in Section 13.4(a)(ii) hereof.

“ Law ” means any applicable federal, state, local or foreign law, statute, ordinance, rule, regulation, binding standard, Order or code, enacted, promulgated, adopted, enforced or applied by any Governmental Body, all as in effect from time to time.

“ Leased Real Property ” means the land, buildings, structures, fixtures and other Improvements leased by the Seller or the Operating Company (or any of their respective Affiliates, as applicable) and identified on Schedule DEF-G.

“ Licensed Business ” has the meaning set forth in Section 6.11(a) hereof.

“ Licensee ” has the meaning set forth in Section 6.11(a) hereof.

“ Liens ” means any pledges, liens, conditional sales contracts, mortgages, deeds of trust, charges, transfer restrictions (other than the requirements of applicable Laws), security interests, easements, rights-of-way, servitudes, encroachments, survey defects and encumbrances relating to such property or property interest.

“ LifeGas Business ” means the Seller’s and its Affiliates’ businesses in the United States of (a) selling bulk products to Medical Customers, (b) preparing, transfilling, packaging, marketing, distributing, selling and supplying industrial, medical and specialty gases in Containers or EcoCyls to Medical Customers (c) preparing, packaging, marketing, distributing, selling and supplying process chemicals (in either gas or liquid form) to Medical Customers and (d) distributing, marketing and supplying as a reseller, distributor or lessor equipment and supplies to Medical Customers (including medical equipment and related supplies).

“ Linde Severance Plan ” means the severance plan maintained by the Operating Company as of the date hereof.

“ Liquid Helium Business ” means the Seller’s and its Affiliates’ businesses of manufacturing, purchasing, transfilling, packaging, storing, marketing, distributing, selling and/or supplying liquid helium in any form to any customer. For the avoidance of doubt, the Liquid Helium Business includes the associated sale of liquid nitrogen and specialty or industrial gases to (a) manufacturers of, (b) service providers to operators of, and (c) operators of, magnetic resonance imaging or nuclear magnetic resonance equipment and related equipment.

“ Losses ” has the meaning set forth in Section 13.2 hereof.

“ Low-End Specialty Gases ” means: (1) Oxygen below grade 4.0; (2) Nitrogen below grade 5.0; (3) Argon below grade 5.0; (4) Helium below grade 5.0; (5) Hydrogen below grade 5.0; and (6) “AA” grade Acetylene.

“ Master Site License Agreements ” means the two master site license agreements, each on the terms attached hereto as Exhibit C , respectively.

“ Material Contracts ” means the Real Property Leases and the Packaged Contracts identified on Schedule 4.18(a).

“ Material Customers ” has the meaning set forth in Section 4.19(a) hereof.

“ Material Permits ” has the meaning set forth in Section 4.17 hereof.

“ Maximum Amount ” has the meaning set forth in Section 13.4(a)(i) hereof.

“ Medical Customers ” means hospitals, clinics, medical facilities, surgery centers, practitioners, group purchasing organizations or other Persons who use or resell products for medical or therapeutic applications or purposes.

“ Minimum Claim Amount ” has the meaning set forth in Section 13.4(a)(i) hereof.

“ Minimum Financial Claim Amount ” has the meaning set forth in Section 13.4(a)(i) hereof.

“ MultiEmployer Plan ” has the meaning set forth in Section 4.20(a) hereof.

“ Net Working Capital ” means, with respect to the Packaged Gas Business, an amount equal to (i) the sum of all Accounts Receivable, Packaged Inventory, Real Property Rent Prepayments and Prepaid Expenses and Prepaid Property Taxes, determined in accordance with the Working Capital Statement Principles less (ii) all Trade Payables, Container Deposits and Rents and Property Tax Accruals determined in accordance with the Working Capital Statement Principles; it being understood that the numerical value of the foregoing equation may be less than zero (0) if the numerical value of clause (i) is less than the numerical value of clause (ii) of this sentence.

“ New Employment Contracts ” has the meaning set forth in Section 6.8(i) hereof.

“ Non-Competition Agreement ” has the meaning set forth in Section 4.20(h) hereof.

“ Non-Competition Period ” has the meaning set forth in Section 6.4(a) hereof.

“ Non-PGB Customer ” has the meaning set forth in Section 6.4(c) hereof.

“ Objection Notice ” has the meaning set forth in Section 2.3(b) hereof.

“ Off-the-Shelf Software ” means off-the-shelf personal computer Software as such term is commonly understood, that is commercially available under non-discriminatory pricing terms on a retail basis for less than five hundred dollars ($500) per seat and ten thousand dollars ($10,000) in the aggregate, and used solely on personal computers.

“ Operating Company ” has the meaning set forth in the recitals hereto.

“ Order ” means any legally enforceable orders, judgments, injunctions, awards, decisions, decrees or writs or any executive, administrative, legislative or judicial proclamation, in each case, of any Governmental Body.

“ Ordinary Course of Business ” means the ordinary course of business, consistent with past practice, of the Packaged Gas Business, as conducted by the Seller, the Operating Company and each of their respective Affiliates, as applicable.

“ Original Termination Date ” has the meaning set forth in Section 14.1(d) hereof.

“ Other Major Engineering Projects and Business ” means those projects carried out by the Guarantor or its Affiliates in the United States with regard to the engineering, procurement, and construction of any facility within the Guarantor’s portfolio, including specific customer engineering projects for process equipment used in gas applications installations.

“ Owned Real Property ” means the real property owned by the Seller or the Operating Company (or any of their respective Affiliates, as applicable) identified on Schedule DEF-H, including all of the buildings, structures, fixtures and other Improvements owned by the Seller or the Operating Company (or any of their respective Affiliates, as applicable) located thereon.

“ Packaged Assets ” means all of the rights, title and interests of the Seller, the Operating Company and, to the extent the Seller or the Operating Company have any rights therein, the Former Operating Company to all tangible and intangible assets, business and goodwill used primarily in or necessary for the operation of the Packaged Gas Business, including, but not limited to and subject to, the following:

( ) (x) the Owned Real Property and, subject to obtaining the necessary Consents, the Real Property Leases, together with all appurtenances, rights, easements, licenses and permits appurtenant to or for the benefit of such Owned Real Property and the Leased Real Property, and (y) the Real Property Rent Prepayments with respect to all periods from and after the Closing Date;

(ff) petty and drawer cash on hand at any Owned Real Property or Leased Real Property on the Closing Date;

(gg) the Packaged Equipment, as well as, to the extent transferable, all manufacturers’ warranties associated with such Packaged Equipment and all rights of the Seller, or the Operating Company or the Former Operating Company against suppliers of such Packaged Equipment, except to the extent required by the Seller or any of its Affiliates to pursue any claim the Seller or any such Affiliate may have under any such warranty relating to the period prior to the Closing or any Excluded Asset;

(hh) the Packaged Inventory, as well as, to the extent transferable, all manufacturers’ warranties associated with such Packaged Inventory and all rights of the Seller, the Operating Company or the Former Operating Company against suppliers of such Packaged Inventory, except to the extent required by the Seller or any of its Affiliates, following the

Closing, to pursue any claim the Seller or any such Affiliate may have under any such warranty or right relating to the period prior to the Closing or any Excluded Asset;

(ii) the Packaged Intellectual Property;

(jj) deposits and prepaid expenses made as of and prior to the Closing, to the extent such deposits and prepaid expenses relate to the Packaged Gas Business or the Packaged Assets from and after the Closing Date (the “ Prepaid Expenses ”);

(kk) all claims, causes of action and guarantee rights of the Seller, the Operating Company or the Former Operating Company, with respect to the Packaged Assets, to the extent that they arise from and after the Closing Date;

(ll) the Collective Bargaining Agreements which are set forth on Schedule DEF-E (the “ Packaged CBA’s ”);

(mm) all agreements, arrangements, contracts, leases (including operating leases), conditional sales contracts, licenses, franchises, understandings, commitments and other binding arrangements including, but not limited to, dealer, distributor, supply, power and utility contracts) (collectively, “ Contracts ”) to which either the Seller, the Operating Company or the Former Operating Company is a party or by or to which the Packaged Assets are bound or subject, and which relate primarily to, and to the extent they relate to, the Packaged Gas Business, including (i) those set forth on Schedule 4.18(a) and (ii) all Real Property Leases (collectively, together with the Packaged CBA’s, the “ Packaged Contracts ”), but for the avoidance of doubt excluding any Employee Benefit and Compensation Plans, any IP Licenses other than Packaged IP Licenses and agreements and arrangements with the Industrial Gas Suppliers Alliance;

(nn) all Permits held by the Seller, the Operating Company or the Former Operating Company used at or necessary for the operation of the Packaged Gas Business;

(oo) all Books and Records (except for Tax Books and Records) (provided that the Seller may retain a copy of all Books and Records);

(pp) all accounts receivable (including any security or collateral for such accounts receivable) arising from the operation of the Packaged Gas Business or the Packaged Assets (such receivables, the “ Accounts Receivable ”), but only to the extent such Accounts Receivable are reflected in the calculation of Net Working Capital pursuant to this Agreement;

(qq) the tangible personal property that is located upon the Retained Real Property and is listed on Schedule DEF-B;

(rr) the benefit of and the right to enforce covenants and warranties (including any covenants not to compete), if any, which the Seller, the Operating Company or the Former Operating Company is entitled to enforce with respect to the Packaged Assets or the Packaged Gas Business against any current or former employee of the Packaged Gas Business; and

(ss) all goodwill associated with the Packaged Gas Business or the Packaged Assets.

“ Packaged CBA’s ” has the meaning set forth in the definition of “ Packaged Assets ” contained in this Section 1.1.

“ Packaged Contracts ” has the meaning set forth in the definition of “ Packaged Assets ” contained in this Section 1.1.

“ Packaged Equipment ” means all Specified Equipment, all Spare Parts, and all other types of Equipment (including Containers as determined in accordance with the principles and methodologies set forth on Schedule DEF-N) that are (a) owned, leased, used or held for use or ordered by the Seller or the Operating Company (excluding cars owned or leased by the Operating Company and provided to Business Employees who are not Transferred Employees) and (b) primarily used in or necessary for the operation of the Packaged Gas Business, including such Equipment (including applications equipment) that is located at the facilities of customers of the Packaged Gas Business. For the avoidance of doubt, “Packaged Equipment” does not include any Excluded Assets or any customer-owned assets.

“ Packaged Gas Business ” means the businesses of the Seller and its Affiliates (other than BOC and its controlled Affiliates, except assets and businesses transferred by the Seller or its Affiliates to BOC or its controlled Affiliates), in each case as conducted at, based out of, related to or serviced primarily by the facilities, business and operations located at the Real Property and the Retained Real Property of (a) producing, preparing, transfilling, packaging, marketing, distributing, exporting, selling and supplying industrial, medical and specialty gases in Containers, (b) preparing, transfilling, packaging, marketing, distributing, exporting, selling and supplying process chemicals (in either gas or liquid form) in Containers and (c) distributing, marketing and supplying as a reseller, distributor or lessor, equipment, supplies and materials (including welding equipment, welding consumables, safety equipment and supplies and related products), that, in each case, are necessary for or related to the use of packaged gases, in each case, at the Real Property and the Retained Real Property as currently conducted by the Seller, the Operating Company or their respective Affiliates as of the date hereof; provided , that the “Packaged Gas Business” shall not include the Excluded Businesses or participation by the Seller and its Affiliates in the Industrial Gas Suppliers Alliance; provided , further , that any reference to “process chemicals” in the definition of any “Excluded Business” in this Agreement shall not diminish the rights of the Purchaser to the business described in clause (b) of this definition of “Packaged Gas Business,” to the extent such business comprises part of the Packaged Gas Business (it being understood that process chemicals are a product of both the Packaged Gas Business and the Excluded Businesses).

“ Packaged Intellectual Property ” means all Intellectual Property owned by the Seller, the Operating Company or the Former Operating Company that relates primarily to the Packaged Gas Business or the Packaged Assets, including the Intellectual Property set forth on Schedule DEF-K (subject to the terms and conditions described therein) or any applicable Specified Packaged Software.

“ Packaged Inventory ” means all inventory, work-in-process, components, finished goods, parts, supplies, raw materials and other similar items that are owned, leased, primarily used or held for use or resale by the Seller, the Operating Company or the Former Operating Company and that is primarily used in or necessary for the operation of the Packaged Gas Business, other than Retained Inventory.

“ Packaged IP Licenses ” has the meaning set forth in Section 4.18(a)(vi) hereof.

“ Patents ” has the meaning set forth in the definition of “Intellectual Property” contained in this Section 1.1.

“ PBGC ” means the Pension Benefit Guaranty Corporation.

“ Permits ” means all licenses, permits, consents, waivers, authorizations, Orders, registrations and approvals of any Governmental Body currently held or being applied for by the Seller, the Operating Company or the Former Operating Company, as applicable, in connection with the Packaged Gas Business or the Packaged Assets.

“ Permitted Liens ” means (a) unperfected mechanics’, carriers’, workers’, repairers’, purchase money security interests and other similar Liens arising or incurred in the Ordinary Course of Business (i) related to obligations as to which (A) there is no default on the part of the Seller or the Operating Company and (B) neither the Seller nor the Operating Company has received written notice of the commencement of foreclosure actions with respect thereto, and (ii) that are not in the aggregate substantial in amount; (b) Liens for Taxes that are not in default or delinquent or that are being contested in good faith by appropriate proceedings and that are not in the aggregate substantial in amount; and (c) Permitted Real Property Exceptions.

“ Permitted Real Property Exceptions ” means such Liens that do not, individually or in the aggregate, (i) interfere significantly with the use, occupancy or operation of the Real Property as currently used, occupied and operated in connection with the Packaged Gas Business, or (ii) materially reduce the fair market value of the Real Property below the fair market value that the Real Property (as currently used, operated and occupied in connection with the Packaged Gas Business) would have had but for such encumbrances or (iii) Liens on the estate of the owner or lessor of Leased Real Property which do not significantly affect the use or operation of the Real Property as it is used or operated as of the date hereof.

“ Person ” means an individual, a partnership, a joint venture, a limited liability company, a corporation, a trust, a firm, an association, an unincorporated organization, a Governmental Body and any other entity whatsoever.

“ PG Restructuring ” has the meaning set forth in Section 6.19(a) hereof.

“ PG Restructuring Terms ” means those transactions, and the terms therefor, set forth on Exhibit B .

“ PGB Information ” has the meaning set forth in Section 6.3 hereof.

“ PGB Sales Representatives ” has the meaning set forth in Section 6.5(b) hereof.

“ Post-Closing Payment Statement ” has the meaning set forth in Section 2.3(a) hereof.

“ Post-Signing Returns ” has the meaning set forth in Section 6.14(a) hereof.

“ Pre-Closing Covenants ” has the meaning set forth in Section 13.3 hereof.

“ Pre-Closing Tax Period ” means (a) any Tax period ending on or prior to the Closing Date and (b) with respect to a Tax period that commences before but ends after the Closing Date, the portion of such period up to and including the Closing Date.

“ Prepaid Expenses ” has the meaning set forth in the definition of “ Packaged Assets ” contained in this Section 1.1.

“ Prepaid Property Taxes ” means prepaid real and personal property taxes applicable to the Packaged Assets or the Packaged Gas Business (including any payments made under an industrial district agreement or similar agreement).

“ Product Supply Agreement ” has the meaning specified in Section 3.2(d) hereof.

“ Property Tax Accruals ” means accruals for real and personal property taxes applicable to the Packaged Assets or the Packaged Gas Business (including any payments made under an industrial district agreement or similar agreement).

“ Proprietary Software ” has the meaning set forth in Section 6.11(h) hereof.

“ Purchase Price ” has the meaning set forth in Section 2.2(a) hereof.

“ Purchased Equity Interests ” has the meaning set forth in the recitals hereto.

“ Purchaser ” has the meaning set forth in the preamble hereto.

“ Purchaser 401(k) Plan ” has the meaning set forth in Section 9.4(h) hereof.

“ Purchaser Indemnitees ” has the meaning set forth in Section 13.2 hereof.

“ Purchaser Information ” has the meaning set forth in Section 6.3(b) hereof.

“ Purchaser Non-Solicitation Period ” has the meaning set forth in Section 6.4(b) hereof.

“ Purchaser Parties ” has the meaning set forth in Section 6.1(a) hereof.

“ Purchaser Subsidiary ” means any wholly-owned direct or indirect subsidiary of the Purchaser.

“ Purchaser Terminated Employee ” has the meaning set forth in Section 9.3 hereof.

“ Purchaser’s Allocation Schedule ” has the meaning set forth in Section 2.4(a) hereof.

“ Rare Gases Business ” means the Seller’s and its Affiliates’ businesses of manufacturing, purchasing, refining, extracting, purifying, preparing, transfilling, blending, packaging, storing, distributing, selling and/or supplying, marketing, and recovering rare gases, including krypton, xenon, neon, and any mixtures containing some or all of the same.

“ Real Property ” means the Owned Real Property and the Leased Real Property.

“ Real Property Leases ” means the leases, subleases and other agreements pursuant to which the Seller, the Operating Company or the Former Operating Company occupies the Leased Real Property, including, for the avoidance of doubt, the Cleveland HQ Lease.

“ Real Property Rent Prepayments ” means the rights in respect of all prepayments of rents made by the Seller, the Operating Company or the Former Operating Company under the Real Property Leases.

“ Release ” means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, discarding or disposing into the environment.

“ Remediation ” means any removal, remedial and/or response actions, as those activities are defined and used in CERCLA and other Environmental Laws and all investigations, samplings and assessments incident thereto.

“ Restrictive Covenants ” has the meaning set forth in Section 6.4(e) hereof.

“ Retained Employees ” means (i) all dedicated employees regularly assigned to the Retained Wholesale Acetylene Business; (ii) a manager/supervisor for each Retained Facility listed with respect to the Retained Wholesale Acetylene Business, (iii) certain employees who perform driving, filling, loading and maintenance functions at each Retained Real Property; and (iv) up to two specialty gas employees and two sales employees (in each case at Linde’s option) with respect to the Retained Wholesale Acetylene Business, with the names of the employees to be retained pursuant to subdivisions (i), (ii) and (iii), and one of the specialty gas employees described in subdivision (iv), of this definitional paragraph set forth on Schedule DEF-P. The names of the hourly employees set forth in Schedule DEF-P are subject to change prior to Closing with any such changes, and the selection by Linde of each person to be retained pursuant to subdivision (iv) hereof who is not named on Schedule DEF-P, subject to the consent of the Purchaser which consent shall not be withheld unreasonably, and with the determining factors in the Seller in making any such changes with respect to hourly employees and its designations pursuant to subdivision (iv), and Purchaser in granting or withholding consent, shall be the

employees’ experience with acetylene, the retained customers and/or the specific gases to be filled.

“ Retained Inventory ” means all inventory, work-in-process, components, finished goods, parts, supplies, raw materials and other similar items that are owned, leased, primarily used or held for use or resale by the Seller or the Operating Company and that is primarily used in or necessary for the operation of the Excluded Businesses.

“ Retained Real Property ” means the real property owned by the Seller or the Operating Company (or any of their respective Affiliates, as applicable) identified on Schedule DEF-M, including all of the buildings, structures, fixtures and other Improvements owned by the Seller or the Operating Company (or any of their respective Affiliates, as applicable) located thereon.

“ Retained Spare Parts ” means all spare parts located at the Real Property primarily used in or necessary for the Excluded Businesses.

“ Retained Wholesale Acetylene Business ” means the Seller’s and its Affiliates’ businesses in each case as conducted at, based out of, related to or serviced primarily by the facilities, business and operations located at or on the Retained Real Property of manufacturing, generating, purchasing, filling or refilling, storing, preparing, purifying, packaging, marketing, selling, supplying, reselling, or distributing of acetylene gas and other industrial, medical and specialty gases, process chemicals (in either gas or liquid form) and equipment and supplies (including welding equipment, welding consumables, safety equipment and supplies and related products) and materials necessary for or related to the use of such gases, in each case, to Wholesale Acetylene Customers.

“ Retaining Party ” has the meaning set forth in Section 6.19(c) hereof.

“ SEC ” has the meaning set forth in Section 6.18(a) hereof.

“ Section 13.11(b) Claim ” has the meaning set forth in Section 13.11(b)(i) hereof.

“ Seller ” has the meaning set forth in the preamble hereto.

“ Seller 401(k) Plan ” has the meaning set forth in Section 9.4(h) hereof.

“ Seller Entities ” has the meaning set forth in Section 4.20(e)(iii) hereof.

“ Seller Indemnitees ” has the meaning set forth in Section 13.5 hereof.

“ Seller Information ” has the meaning set forth in Section 6.3(c) hereof.

“ Seller Marks ” has the meaning set forth in Section 6.11(d) hereof.

“ Seller Obligations ” has the meaning set forth in Section 17.1 hereof.

“ Seller’s Notice ” has the meaning set forth in Section 9.4(k) hereof

“ Seller’s Remediation ” has the meaning set forth in Section 13.4(c)(i) hereof.

“ Software ” has the meaning set forth in the definition of “ Intellectual Property ” contained in this Section 1.1.

“ Spare Parts ” means all spare parts located at the Real Property other than the Retained Spare Parts.

“ Specified Equipment ” means the motor vehicles, tractors, cars, fork lifts, cylinder trailers, bulk-acetylene trailers, tube trailers used in filling facilities, bulk-fuel tanks used in filling facilities, bulk tanks used in filling facilities (including all related equipment and machinery such as manifolds, pumps and vaporizers) and other items set forth on Schedule 4.11(b), including leased vehicles used by Business Employees as set forth on Schedule DEF-I (which Schedule shall be updated as of the Closing Date to reflect only those leases for vehicles provided to Transferred Employees).

“ Specified Packaged Software ” means all (a) management information and enterprise systems Software, (b) supply chain management Software, (c) dispatch, logistics and production Software, (d) Off-the-Shelf-Software and (e) any other Software or proprietary information, including, in each case, all source code, object code and manuals and documentation related thereto, as well as any configurations, modifications and customizations made thereto, necessary (x) to allow the Operating Company to service the customers of the Packaged Gas Business following the Closing in the same manner as such customers are served by the Packaged Gas Business as of the date hereof or (y) to effect the operation of the Packaged Gas Business at not less than the rate of operation (including, but not limited to, rate of production and sales) as of the Closing Date.

“ Spectra Gases Business ” means the businesses of Spectra Gases, Inc. and its Affiliates, which includes the sales, marketing, purification, blending, filling, distribution of specialty gases and chemicals (including synthetic chemicals, isotropically labeled gases and chemicals, isotopes, calibration gases, EPA protocols, excimer laser gases, VOC mixes, rare gases and rare gas mixes, high purity gases and chemicals, deuterium and deuterated compounds, and process chemicals), as well as engineering equipment solutions including regulators and related hardware.

“ Stay Bonus Letter ” has the meaning set forth in Section 9.3 hereof.

“ Straddle Period ” has the meaning set forth in Section 13.10(c) hereof.

“ Stay Bonuses ” has the meaning set forth in Section 9.3 hereof.

“ Subsidiary ” means, with respect to any Person, any other Person whether incorporated or unincorporated, of which at least a majority of the securities or ownership interests having by their terms voting power to elect a majority of the board of directors or other persons performing similar functions is directly or indirectly owned or controlled by such Person or by one or more of its respective Subsidiaries. For the purposes of the Transaction Documents, National Welders Supply Company, Inc. shall be deemed a Subsidiary of the Purchaser.

“ Target Net Working Capital Amount ” has the meaning set forth in Section 2.3(f).

“ Tax ” or “ Taxes ” means (i) any and all federal, state, provincial, local, foreign and other taxes, levies, fees, imposts, duties, and similar governmental charges (including any interest, fines, assessments, penalties or additions to tax imposed in connection therewith or with respect thereto) including (x) taxes imposed on, or measured by, income, franchise, profits or gross receipts, and (y) ad valorem, value added, capital gains, sales, goods and services, use, real or personal property, capital stock, license, branch, payroll, estimated, withholding, employment, social security (or similar), unemployment, compensation, utility, severance, production, excise, stamp, occupation, premium, windfall profits, transfer and gains taxes, and customs duties, and (ii) any transferee liability in respect of any items described in clause (i) above.

“ Tax Actions ” has the meaning set forth in Section 6.14(d) hereof.

“ Tax Benefit ” means a reduction after the Closing in the federal, state or local or foreign liability for Tax or any refund or credit of a prior liability for Tax attributable to adjustments to the income, deductions or credits resulting from any event that is the basis for an indemnification claim under Section 13.2 or 13.5 that is actually realized by the Purchaser Indemnitee or Seller Indemnitee, as the case may be.

“ Tax Returns ” means any and all reports, returns, declarations, claims for refund, disclosures, estimates, information reports or returns or statements required to be supplied to a taxing authority in connection with Taxes, including any schedule or attachment thereto or amendment thereof.

“ Tax Sharing Agreements ” has the meaning set forth in Section 4.23(j) hereof.

“ Termination Fee ” has the meaning set forth in Section 14.3(a) hereof.

“ Third Party ” means any Person other than (i) the parties to this Agreement and (ii) their Affiliates, successors and assigns.

“ Third Party Distributor ” means any Third Party that purchases bulk or packaged gas from any of the Guarantor or its Affiliates, or from others, for re-packaging or for resale.

“ Third Party Partner ” means any Third Party that sells bulk or packaged gas to any Person.

“ TMG Business ” means the businesses of TMG Co., LLC, an indirect wholly owned Subsidiary of the Seller, which operates a business of reselling medical and industrial gas products, both in bulk and cylinder form, and process chemicals to customers with multiple locations.

“ Tonnage Air Gas Business ” means the Seller’s and its Affiliates’ businesses of producing, refining, marketing, selling and supplying of air gases in quantities greater than two hundred (200) tons per day from production facilities and related distribution systems that utilize membrane, adsorption, and/or cryogenic technologies. For the avoidance of doubt, Tonnage Air Gas Business includes all liquid or gaseous products that the customer consumes at the site

whether directly related to the on-site production facility or not, but excludes the sale of gaseous products to customers in Containers.

“ Trade Payables ” means trade payables accrued in the Ordinary Course of Business.

“ Trade Secrets ” has the meaning set forth in the definition of “ Intellectual Property ” contained in this Section 1.1.

“ Trademarks ” has the meaning set forth in the definition of “ Intellectual Property ” contained in this Section 1.1.

“ Transaction Documents ” means this Agreement, the Transition Services Agreement, the Master Site License Agreements and the Product Supply Agreement.

“ Transfer Taxes ” has the meaning set forth in Section 12.1 hereof.

“ Transferred Employees ” has the meaning set forth in Section 9.4(d)(ii) hereof.

“ Transition Services Agreement ” means the transition services agreement on the terms attached hereto as Exhibit D .

“ Treasury Regulations ” means the Treasury regulations promulgated under the Code.

“ Unaudited Acetylene Statements ” has the meaning set forth in Section 4.8(a) hereof.

“ Unaudited Financial Statements ” has the meaning set forth in Section 4.8(a) hereof.

“ Utilize ” means to use, reproduce, prepare derivative works based upon, distribute, perform, display, make, have made, sell, offer to sell, export, import and otherwise exploit.

“ Vacation Payment ” has the meaning set forth in Section 9.4(f) hereof.

“ WAB Sales Representatives ” has the meaning set forth in Section 6.5(a) hereof.

“ WARN ” means, collectively, the Worker Adjustment and Retraining Notification Act of 1988 (and the regulations promulgated thereunder) and any applicable or similar state or local equivalent.

“ Wholesale Acetylene Customers ” means a Wholesale Customer that purchases acetylene filled at the Retained Real Property.

“ Wholesale Business ” means the Seller’s and its Affiliates’ businesses of selling any products or services to Wholesale Customers.

“ Wholesale Customers ” means a customer or distributor that purchases products for re-packaging, re-distribution or for resale.

“ Wholesale Dry Ice Business ” means the Seller’s and its Affiliates’ businesses of manufacturing, reforming, purchasing, distributing, selling or supplying carbon dioxide dry ice in any form, including pellets, blocks, slabs and snow, to Wholesale Customers.

“ Wholesale Welding Business ” means BOC’s businesses of manufacturing, purchasing, distributing, selling or supplying welding hardgoods products, gas equipment, safety equipment or medical safety equipment (whether manufactured by BOC or manufactured by a third party on BOC’s behalf), to Wholesale Customers.

“ Working Capital Statement Principles ” means the principles, procedures and methodologies set forth on Exhibit E that shall be applied to any determination and calculation of Net Working Capital under the terms and provisions, and for the purposes of, this Agreement. To the extent the Working Capital Statement Principles are inconsistent with GAAP, GAAP shall control. The Working Capital Statement Principles shall be consistent with the Carve-Out Principles.

“ Year-End Audited Financial Statements ” has the meaning set forth in Section 6.18(a) hereof.

“ Year-End Unaudited Financial Statements ” has the meaning set forth in Section 4.8(a) hereof.

1.2 Construction . All references herein to a Section or Exhibit are to a Section or Exhibit, respectively, of or to this Agreement, unless otherwise indicated. All references herein to a Schedule are to a Schedule of the disclosure schedules attached to this Agreement, unless otherwise indicated. Disclosure of any fact or item in any Schedule shall, should the existence of such fact or item be relevant to any other Schedule, be deemed to be disclosed with respect to that other Schedule so long as the relevance of such disclosure to such other Schedule is readily apparent on its face. The headings of Sections in this Agreement are provided for convenience only and will not affect the construction or interpretation of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. Unless otherwise expressly provided, the words “include,” “includes” and “including” shall be construed as if followed by the phrases “without limitation” or “without being limited to.” Words such as “herein,” “hereof,” “hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular Section of this Agreement, unless the context clearly indicates otherwise. The terms “transactions contemplated hereby,” “transactions contemplated by this Agreement” and similar phrases shall not include the PG Restructuring. Except as otherwise noted herein and unless the context otherwise requires, references to any Affiliate of the Seller or the Operating Company shall be deemed to include a reference to the Former Operating Company for such periods of time up to the time of the Bulk Closing. The parties hereto agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of

construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.

SECTION 2

PURCHASE AND SALE OF PURCHASED

EQUITY INTERESTS

2.1 Purchase and Sale of Purchased Equity Interests . At the Closing, and upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase and receive from the Seller, all of the Seller’s right, title and interest in and to the Purchased Equity Interests, free and clear of all Liens, other than such as may be created by or on behalf of the Purchaser.

2.2 Purchase Price .

(a) Closing Date Payment . The Purchaser agrees to pay to the Seller on the Closing Date an amount equal to the Closing Date Payment as payment for the Purchased Equity Interests (the amount of the Closing Date Payment, as adjusted, if at all, pursuant to Section 2.3, being referred to herein as the “ Purchase Price ”). The Purchase Price shall not be subject to adjustment for any applicable sales, goods and services, value added, transfer and similar Taxes incurred with respect to the transfer of the Purchased Equity Interests.

(b) The Closing Date Payment shall be made by the Purchaser to the Seller in immediately available funds by wire transfer to such account as the Seller shall designate in writing at least three (3) Business Days prior to the Closing Date.

2.3 Post-Closing Payment .

(a) Delivery of Post-Closing Payment Statement . The Seller shall prepare and, by the date that is sixty (60) Business Days after the Closing Date, deliver to the Purchaser a statement (the “ Post-Closing Payment Statement ”) setting forth its determination of the amount of the Final Closing NWC Amount, together with a reasonable description of the determination and calculation of such amount. The Purchaser shall assist and cooperate with the Seller in the preparation of the Post-Closing Payment Statement, including by providing the Seller and its accountants reasonable access to all relevant Books and Records, facilities and employees of the Operating Company and to any other information reasonably necessary to prepare the Post-Closing Payment Statement. The Post-Closing Payment Statement shall be prepared in accordance with the Working Capital Statement Principles.

(b) Objection to Post-Closing Payment Statement . The Purchaser may dispute the amounts set forth on the Post-Closing Payment Statement, but only on the basis that the Seller’s determination of the Final Closing NWC Amount was not determined in a manner consistent with the determination of the Target Net Working Capital Amount; provided , that the Purchaser shall have notified the Seller in writing (the “ Objection Notice ”) within thirty (30) Business Days after receiving the Post-Closing Payment Statement from the Seller, specifying

the amount thereof in dispute and setting forth in reasonable detail the basis for the dispute, including reasonable details of its calculations.

(c) Resolution of Disputes . The Seller shall give the Purchaser and the Purchaser’s independent public accountants reasonable access during the entire thirty (30) Business Day period specified in Section 2.3(b) to the Seller’s work papers used in the preparation of the Post-Closing Payment Statement to enable the Purchaser to exercise its rights under this Section 2.3. The Seller and the Purchaser shall attempt in good faith to resolve all of the items in dispute set out in the Objection Notice within ten (10) Business Days of receipt by the Seller of the Objection Notice. Any items in dispute not resolved within such ten (10)-Business Day period shall be referred as soon as possible thereafter by the Seller and the Purchaser to the Independent Accountant. The parties shall require the Independent Accountant (i) to act as an expert and not as an arbitrator, (ii) to determine the items in dispute that have been referred to it as soon as reasonably practicable but in any event not later than twenty (20) Business Days after the date of referral of the dispute to it, and (iii) in making its determination, to consider only the issues in dispute placed before it and to base its determination on the Working Capital Statement Principles. The Seller and the Purchaser shall provide or make available all documents and information as reasonably required by the Independent Accountant to make its determination. The determination of the Independent Accountant as to all items in the Post-Closing Payment Statement and the resulting calculation of the Final Closing NWC Amount shall be final and binding on the parties.

(d) Independent Accountant Expenses . The fees and expenses of the Independent Accountant in acting in accordance with this Section 2.3 shall be shared equally by the Purchaser, on the one hand and the Seller, on the other hand.

(e) Final Post-Closing Payment Statement . The Post-Closing Payment Statement and its contents shall be deemed final and binding upon the parties upon the earliest of: (i) the failure of the Purchaser to furnish an Objection Notice to the Seller within thirty (30) Business Days after receiving the Post-Closing Payment Statement from the Purchaser pursuant to Section 2.3(a), (ii) the resolution of all disputes that are the subject of an Objection Notice by the parties pursuant to Section 2.3(c), or (iii) the final determination of the Independent Accountant pursuant to Section 2.3(c).

(f) Post-Closing Payment . On the second (2 ^nd ) Business Day after the Post-Closing Payment Statement has become final and binding in accordance with Section 2.3(e), (i) if the Final Closing NWC Amount is greater than $44,600,000 (the “ Target Net Working Capital Amount ”), which was determined in accordance with the Working Capital Statement Principles, then the Purchaser shall pay to the Seller the amount of such difference or (ii) if the Final Closing NWC Amount is less than the Target Net Working Capital Amount, then the Seller shall pay to the Purchaser the amount of such difference, any such payment being deemed an adjustment to the amount of the Purchase Price. Any payment so required to be made by the Purchaser or the Seller shall be by transfer of immediately available funds to an account or accounts specified in writing by the Purchaser or the Seller (as the case may be) and shall bear interest from the Closing Date through the date of payment at the prime lending rate as announced from time to time by JPMorgan Chase Bank, N.A.

2.4 Allocation .

(a) Within one hundred and eighty (180) days after the Closing, the Purchaser shall deliver to the Seller a statement (the “ Purchaser’s Allocation Schedule ”) setting forth its proposed calculation of the aggregate amount of the Purchase Price, and the liabilities taken into account in determining the amount realized for federal income tax purposes, of the Operating Company to be allocated among the assets of the Operating Company and the allocation of such aggregate amount among the assets of the Operating Company, in accordance with the requirements of Section 1060 of the Code and the Treasury regulations thereunder. Within thirty (30) days after the Seller’s receipt of the Purchaser’s Allocation Schedule, the Seller shall propose any changes to such Purchaser’s Allocation Schedule or shall indicate its concurrence therewith, which concurrence shall not be unreasonably withheld. If the Seller shall not have objected in writing to such Purchaser’s Allocation Schedule within the thirty (30)-day period, then the Purchaser’s Allocation Schedule shall become the final Allocation Schedule (the “ Final Allocation Schedule ”). If Seller shall propose any changes to Purchaser’s Allocation Schedule within the thirty (30)-day period, Purchaser shall thereafter have thirty (30) days to review such changes and indicate concurrence therewith, which concurrence will not be unreasonably withheld. Any issues with respect to the allocation which have not been fully resolved within the applicable period shall be negotiated by Purchaser and Seller in good faith. If the Purchaser and the Seller are unable to reach an agreement within thirty (30) days after the Purchaser’s receipt of the Seller’s written objection, the dispute shall be resolved and the Final Allocation Schedule shall be determined by the Independent Accountant. The Independent Accountant shall resolve the dispute within thirty (30) days after the item has been referred to it. The Final Allocation Schedule, as agreed to by the Purchaser and the Seller and/or as determined by the Independent Accountant according to the terms of this Section 2.4(a), shall be final and binding upon the parties. Each of the Purchaser and the Seller shall bear all fees and costs incurred by it in connection with the determination of the Final Allocation Schedule, except that the fees and expenses of the Independent Accountant in acting in accordance with this Section 2.4(a) shall be shared equally by the Purchaser and the Seller.

(b) For all Tax purposes, the Purchaser and the Seller will report the transactions contemplated by this Agreement and the Transaction Documents in a manner consistent with the Final Allocation Schedule, and neither of such parties will take or assume any position inconsistent therewith in any Tax Return.

(c) The parties will promptly inform one another of any challenge by any taxing authority to the Final Allocation Schedule and agree to consult and keep one another informed with respect to the status of, and any discussion, proposal or submission with respect to, such challenge.

SECTION 3
CLOSING

3.1 Closing . The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York, at 10:00 a.m. Eastern Time on the date that is the fifth (5 ^th ) Business Day immediately following satisfaction or waiver of all

of the conditions to Closing set forth in Section 7 and Section 8 hereof (other than those which by their nature are to be satisfied at the Closing) or at such other time, place or date as the Purchaser and the Seller may agree in writing. The date upon which the Closing actually occurs is referred to herein as the “ Closing Date .” The Closing shall be effective as of 11:59 p.m. Eastern Time on the Closing Date.

3.2 Certain Closing Deliveries by the Seller . At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser or one or more of the Purchaser Subsidiaries (as designated in writing by the Purchaser no later than three (3) Business Days prior to the Closing Date) the following:

(a) an instrument certifying the transfer, assignment and delivery by the Seller of the Purchased Equity Interests to the Purchaser, in a form and with substance reasonably satisfactory to the Seller and the Purchaser;

(b) the officer’s certificate required by Section 7.4;

(d) a supply agreement, substantially in the form attached hereto as Exhibit F (the “ Product Supply Agreement ”), duly executed by an authorized representative of the Seller or an appropriate Affiliate of the Seller, if applicable;

(e) each of the Master Site License Agreements, duly executed by an authorized representative of the Seller or an appropriate Affiliate of the Seller, if applicable;

(f) the Transition Services Agreement, duly executed by an authorized representative of the Seller or an appropriate Affiliate of the Seller, if applicable;

(g) a certificate stating that the Seller is not a “foreign person” within the meaning of Section 1445 of the Code, which certificate shall set forth all information required by, and otherwise be executed in accordance with, Treasury Regulation Section 1.1445-2(b)(2) (the “ FIRPTA Affidavit ”);

(h) resignations effective as of the Closing Date from any and all directors and officers of the Operating Company;

(i) an officer’s incumbency certificate of the Seller, dated as of the Closing Date; and

(j) all other documents, instruments and writings required to be delivered by the Seller at or prior to the Closing pursuant to this Agreement.

3.3 Certain Closing Deliveries by the Purchaser . At the Closing, the Purchaser shall deliver, or cause to be delivered, to the Seller the following:

(a) a receipt attesting to the Purchaser’s receipt of the instrument required to be delivered by Seller under Section 3.2(a);

(b) the officer’s certificate required by Section 8.3;

(d) counterparts to the Product Supply Agreement, duly executed by an authorized representative of the Purchaser or the applicable Purchaser Subsidiary;

(e) counterparts to each of the Master Site License Agreements, duly executed by an authorized representative of the Purchaser or the applicable Purchaser Subsidiary;

(f) counterparts to the Transition Services Agreement, duly executed by an authorized representative of the Purchaser or the applicable Purchaser Subsidiary;

(g) an officer’s incumbency certificate of the Purchaser, dated as of the Closing Date; and

(h) all other documents, instruments and writings required to be delivered by the Purchaser at or prior to the Closing pursuant to this Agreement.

SECTION 4
REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Purchaser as follows:

4.1 Corporate Organization of the Seller and the Guarantor.

(a) The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power to own, lease and operate the assets or properties owned, leased or operated by it (including, if applicable, any of the Packaged Assets), and to carry on its business (including, if applicable, any portion of the Packaged Gas Business) as now being conducted. The Seller is duly qualified or licensed to do business as a foreign corporation and is in good standing (where such concept is applicable) in every jurisdiction where the ownership, leasing or operation of its assets or properties (including, if applicable, any of the Packaged Assets), as the case may be, or the conduct of its business (including, if applicable, any portion of the Packaged Gas Business) require such qualification or licensing other than jurisdictions where failure to be so qualified or licensed or in good standing would not, individually or in the aggregate, have a Business Material Adverse Effect.

(b) The Guarantor is a corporation duly organized and validly existing under the laws of the Federal Republic of Germany.

4.2 Organization of the Operating Company .

(a) The Operating Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all

requisite entity power to own, lease and operate its assets or properties (including the Packaged Assets owned, leased or operated by the Operating Company) and to carry on its business (including the Packaged Gas Business (as now being conducted)). Except as set forth in Schedule 4.2(a), the Operating Company is duly qualified or licensed to do business as a foreign entity and is in good standing (where such concept is applicable) in every jurisdiction where the ownership, leasing or operation of its assets or properties (including the Packaged Assets owned, leased or operated by the Operating Company) or the conduct of its business (including the Packaged Gas Business) require such qualification or licensing, other than jurisdictions where failure to be so qualified or licensed or in good standing would not, individually or in the aggregate, have a Business Material Adverse Effect.

(b) The Guarantor or the Seller has made available to the Purchaser (i) a copy of the certificate of incorporation, by-laws, regulations or other organizational or governing documents of the Operating Company, each in effect as of the date hereof, and (ii) copies of the minutes of all meetings of the stock holders, equity holders, boards of directors, governing bodies and all committees of any the foregoing, as applicable, for the Operating Company, held since its formation. The Operating Company is not in violation of its organizational documents in any material respect.

4.3 Corporate Authority and Binding Obligation . Each of the Seller and the Guarantor has all corporate or other organizational power and authority (a) to enter into, execute and deliver each Transaction Document to which it is a party, (b) to consummate the transactions contemplated by each Transaction Document to which it is a party, including the transactions contemplated by the PG Restructuring Terms, and (c) to perform fully its obligations under each Transaction Document to which it is a party. All necessary corporate or other organizational action required to be taken by or on the part of the Seller, the Guarantor and their respective stockholders to authorize, execute, deliver and perform the Transaction Documents to which it is a party and the transactions contemplated thereby and by the PG Restructuring Terms, have been duly and properly taken, and no other corporate or other organizational action by the Seller, the Guarantor or their respective stockholders is required for the due execution, delivery or performance of this Agreement or the other Transaction Documents to which any of them is a party. This Agreement has been duly authorized, executed and delivered by each of the Seller and the Guarantor and constitutes, and each of the other Transaction Documents to which any of them are a party will be duly authorized by each of the Seller and the Guarantor and, when duly executed and delivered, will constitute, valid and binding obligations of the Seller and the Guarantor, enforceable against each of the Seller and the Guarantor in accordance with their respective terms, assuming due execution and delivery hereof and thereof by the Purchaser, and except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to or affecting the rights of creditors or creditors’ rights generally or by general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity).

4.4 Capitalization and Ownership .

(a) Schedule 4.4(a) sets forth a true and complete list of the authorized and outstanding equity interests, name, jurisdiction of organization and record owner of the membership interests of the Operating Company, immediately following the time of its

formation. All the issued and outstanding membership interests of the Operating Company are owned of record and beneficially by the Seller and the Seller has good and valid title to such membership interests. All of the issued and outstanding membership interests of the Operating Company are duly authorized and validly issued, free and clear of any Liens and were not issued in violation of any preemptive rights, rights of first refusal or other similar rights under any provision of applicable Law, the certificate of formation, operating agreement, limited liability company agreement (or equivalent constitutive document) of the Operating Company or any Contract to which the Operating Company is subject. All of the issued and outstanding membership interests of the Operating Company have been issued in compliance with all applicable securities Laws, including the securities laws of the United States and applicable state securities or “blue sky” Laws.

(b) Except for this Agreement and as set forth on Schedule 4.4(b), (i) there are no options, warrants, calls, rights, subscriptions, arrangements, claims, commitments (contingent or otherwise), Contracts relating to dividend or voting rights or other interests, or agreements of any character to which any of the Guarantor, the Seller, the Operating Company or any of their respective Affiliates is a party, or is otherwise subject, requiring (and there are no securities of the Operating Company outstanding which, upon conversion or exchange would require) the issuance, sale or transfer of (A) any additional shares of capital stock or any other equity securities of the Operating Company or (B) other securities of the Operating Company convertible into, exchangeable for or evidencing the right to subscribe for or purchase capital stock or any other equity securities of the Operating Company and (ii) there are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to any capital stock of, or other equity or voting interest in, the Operating Company. The Operating Company does not have any authorized or outstanding bonds, debentures, notes or other indebtedness the holders of which have the right to vote (or which are convertible into, exchangeable for, or evidence the right to subscribe for or acquire securities having the right to vote) with the equity holders of the Operating Company on any matter. None of the Guarantor, the Seller or the Operating Company is a party, or is otherwise subject, to (x) any voting trust or other voting agreement or any agreement restricting transfer of the Purchased Equity Interests or (y) any agreement relating to the issuance, sale, repurchase, redemption, transfer, acquisition or other disposition or the registration of the membership interests of the Operating Company, including the Purchased Equity Interests.

(c) The Operating Company has no Subsidiaries and there are no joint ventures or other Persons in which the Operating Company owns, of record or beneficially, any direct or indirect equity or other similar interest or any right (contingent or otherwise) to acquire same.

(d) The Operating Company was formed on September 25, 2006. Except for the businesses and assets to be transferred by the Operating Company in the PG Restructuring, the Operating Company (i) does not conduct, transact or otherwise engage (and has never conducted, transacted or otherwise engaged) in any business or operations other than the Packaged Gas Business, or (ii) does not own, lease, manage or otherwise operate (and has never owned, leased, managed or otherwise operated) any properties or assets other than the Packaged Gas Business and the Packaged Assets.

4.5 Ownership of Purchased Equity Interests .

As of the Closing Date, the Seller shall own beneficially and of record all of the Purchased Equity Interests as set forth in Schedule 4.5, which, as of such date, collectively shall constitute all of the issued and outstanding membership interests of the Operating Company. The Seller shall, and shall have the power to, sell, assign, transfer and deliver record and beneficial ownership to the Purchased Equity Interests to the Purchaser on the Closing Date in accordance with this Agreement, free and clear of all Liens, voting trusts and restrictions on transfer of any nature whatsoever, and except for restrictions on transfer imposed by or pursuant to securities Law or for Liens that may be created by or on behalf of the Purchaser.

4.6 No Violation . The execution and delivery by the Seller and the Guarantor of the Transaction Documents to which they are a party and the consummation of the transactions contemplated thereby and by the PG Restructuring Terms will not (a) violate the organizational documents of the Seller, the Operating Company or the Guarantor, (b) subject to obtaining the Consents set forth on Schedule 4.7, violate any Law applicable to the Seller, the Operating Company or the Guarantor, (c) subject to obtaining the Consents set forth on Schedule 4.6(c), result in the creation of a Lien (other than a Permitted Lien) on any of the Packaged Assets, (d) except as set forth on Schedule 4.6(d), violate or result in the revocation or suspension of any Material Permit, (e) subject to obtaining the Consents set forth on Schedule 4.6(e), violate, conflict with or result in any breach of any provision of, or constitute, whether after the giving of notice or lapse of time or both, a default under any Material Contract, or (f) subject to obtaining the Consents set forth on Schedule 4.6(e), give rise to a right of termination, amendment, cancellation or acceleration of any right or obligation of the Seller or the Operating Company under any Material Contract, excluding, in the case of the foregoing clauses (c) through (e), violations, breaches and defaults which, either individually or in the aggregate, would not have a Business Material Adverse Effect.

4.7 Governmental Approvals . Except with respect to Environmental Laws, Environmental Permits, Environmental Liabilities and other matters related thereto (which are covered exclusively by Section 4.22), no Consent of any Governmental Body is required in connection with the execution and delivery by the Seller or the Guarantor of the Transaction Documents to which they are a party or their consummation of the transactions contemplated thereby and by the PG Restructuring Terms, or their performance of any of the provisions thereof on or after the Closing Date, except (a) the filing by the Seller with the Antitrust Division of the Department of Justice (“ DOJ ”) and the Federal Trade Commission (“ FTC ”) of a notification and report form pursuant to the HSR Act, and the expiration or termination of all waiting periods associated therewith and (b) those set forth in Schedule 4.7.

4.8 Financial Statements .

(a) Attached hereto as Exhibit G are (i)(A) the unaudited “carve-out” balance sheets of the Packaged Gas Business and the Retained Wholesale Acetylene Business, presented on a combined basis, as of December 31, 2006 and (B) the related unaudited “carve- out” statements of operations, cash flows and changes in stockholders’ investment for the Packaged Gas Business and the Retained Wholesale Acetylene Business, presented on a combined basis, for the twelve month period ended December 31, 2006 (the foregoing items (A) and (B) of this

clause (i) being, collectively, the “ Year-End Unaudited Financial Statements ”) and (ii)(A) an unaudited statement of the total revenue generated by the Retained Wholesale Acetylene Business, presented on a “by plant” basis, for the twelve month period ended December 31, 2006 and (B) an unaudited statement of the total compensation expenses attributable to all direct employees of the Retained Wholesale Acetylene Business, for the period ended December 31, 2006 (the foregoing items (A) and (B) of this clause (ii) being, collectively, the “ Unaudited Acetylene Statements ” and, together with the Year-End Unaudited Financial Statements, the “ Unaudited Financial Statements ”). For the avoidance of doubt, the parties hereto agree and acknowledge that the Year-End Unaudited Financial Statements incorporate the financial results of the Retained Wholesale Acetylene Business despite the fact that it is not included in the Packaged Gas Business and will be retained by Seller or its Affiliates.

(b) The Year-End Unaudited Financial Statements fairly present in all material respects, subject to the applicable Carve-Out Principles, the financial condition and results of operations of the Packaged Gas Business and the Retained Wholesale Acetylene Business, presented on a combined basis and subject to the final sentence of Section 4.8(a), as of the dates thereof and for the periods covered thereby.

(c) The Unaudited Acetylene Statements have been prepared based on information recorded in the Ordinary Course of Business and fairly present in all material respects, subject to the applicable Carve-Out Principles, the total revenue generated by, and the total compensation expenses attributable to all direct employees of, the Retained Wholesale Acetylene Business as of the dates thereof and for the periods covered thereby.

For purposes of this Section 4.8 and the Unaudited Financial Statements, (a) “Packaged Gas Business” shall include those Packaged Contracts as were in effect, and the other Packaged Assets as and to the extent they existed, at the times and during the periods covered thereby, and does not reflect any Contracts entered into, or assets acquired, after the dates thereof; and (b) “Retained Wholesale Acetylene Business” shall include those Contracts of such business as were in effect, and the other assets of such business as and to the extent they existed, at the times and during the periods covered thereby, and does not reflect any Contracts entered into, or assets acquired, after the dates thereof.

4.9 No Undisclosed Liabilities . Except as set forth in Schedule 4.9 hereto or as reflected in the Financial Statements or incurred in the Ordinary Course of Business since December 31, 2006 reflecting a net increase in liabilities (excluding liabilities included in the Final Closing NWC Amount) in an amount not in excess of five million dollars ($5,000,000), as of the Closing Date, the Operating Company will not have any direct or indirect liability of a kind required by GAAP to be set forth on a financial statement or in the notes thereto, that was not fully and adequately reflected or reserved against in the Financial Statements or described on any Schedule, that, individually or in the aggregate, constitutes a Business Material Adverse Effect.

4.10 No Business Material Adverse Effect . Since December 31, 2006 through the date hereof, there has not been any Business Material Adverse Effect. Except as set forth in Schedule 4.10 or contemplated by the PG Restructuring, since December 31, 2006 until the date

hereof, none of the Seller, the Operating Company nor any of their Affiliates (including, prior to the Bulk Closing, the Former Operating Company) has:

(a) sold, leased, abandoned or otherwise transferred or disposed of (or contracted to sell, lease or otherwise transfer) any assets or properties of the Packaged Gas Business except dispositions (i) in the Ordinary Course of Business and (ii) of Packaged Equipment that is obsolete or in unusable condition and not necessary for the operation of the Packaged Gas Business;

(b) suffered or incurred any damage, destruction or other casualty loss, individually or in the aggregate, in excess of six hundred thousand dollars ($600,000) to any of the Packaged Assets or Leased Real Property, normal wear and tear excepted;

(c) other than in the Ordinary Course of Business or as required by Law, increased the rate of compensation of, or paid or agreed to pay or increased any benefit or incentive to (other than Stay Bonuses pursuant to Stay Bonus Letters paid by the Operating Company), any of the Business Employees;

(d) taken any action, other than in the Ordinary Course of Business, to modify or change any accounting policies applicable to the Packaged Gas Business; or

(e) taken any action that would be prohibited after the date hereof under subclauses (a), (c), (d), (k), (l), (m) or (o) of Section 6.8.

(f) agreed, whether in writing or otherwise, to take an action described in the foregoing clauses (a) through (e).

4.11 Packaged Assets .

(a) Upon consummation of the PG Restructuring, except as set forth on Schedule 4.11(a)(i) and except for Permitted Liens, and subject to Section 6.19, the Operating Company shall have good title to all the tangible personal property and tangible assets comprising any part of the Packaged Assets (other than the Owned Real Property and the Leased Real Property), free and clear of all Liens, or shall have a valid lease or other right to use such personal property and tangible assets comprising any part of the Packaged Assets for the benefit of the Packaged Gas Business and such lease or other right shall constitute or otherwise be pursuant to a Packaged Contract. Except as set forth on Schedule 4.11(a)(ii), all tangible personal property and tangible assets comprising any part of the Packaged Assets (other than the Owned Real Property and the Leased Real Property) are, in all material respects, in operating condition and repair, normal wear and tear excepted, sufficient for the conduct of the Packaged Gas Business substantially as conducted as of the date hereof, other than Packaged Equipment under or out of repair in the Ordinary Course of Business. Upon consummation of the PG Restructuring, the Operating Company will own or have a valid leasehold interest in, or other right to use, all of the Packaged Assets, subject to Section 6.19, and shall not own any other material assets or properties. The Packaged Assets, together with the rights and services made available in the Transaction Documents, will constitute all of the assets (real, personal or fixed), Permits, Contracts, properties and rights that are necessary for the conduct of the Packaged Gas

Business immediately following the Closing in substantially the same manner as conducted as of the date hereof.

(b) Set forth on Schedule 4.11(b) is a list, as of the date hereof, which list is true, correct and complete in all material respects, of all motor vehicles, tractors, cars, fork lifts, cylinder trailers, bulk-acetylene trailers, leases with respect to the leased vehicles of the Business Employees, tube trailers used in filling facilities, bulk-fuel tanks used in filling facilities and bulk tanks used in filling facilities (including all related equipment and machinery such as manifolds, pumps and vaporizers) (with a description of whether each such motor vehicle, tractor, car, fork lift, cylinder trailer, bulk-acetylene trailer, tube trailer or bulk tank is owned or leased), and similar items of equipment having a value in excess of fifty thousand dollars ($50,000) included in the Packaged Assets.

(c) The Containers that are included in the Packaged Assets as determined in accordance with the principles and methodologies set forth on Schedule DEF-N are located at either: (i) customer locations, (ii) the docks, trucks or filling facilities of the Seller, the Operating Company or any of their respective Affiliates, (iii) cylinder depots, (iv) gas vendors or suppliers or (v) repair locations. With respect to the Containers included in the Packaged Assets taken as a whole, the practices of the Operating Company and, prior to the Bulk Closing, the Former Operating Company relating to keeping and managing records and customer contracting are reasonably consistent with industry practices. The Operating Company owns at least 1,000,000 Containers. The Containers included in the Packaged Assets, together with customer-owned Containers, are sufficient for the conduct of the Packaged Gas Business substantially as conducted during the twelve (12)-month period prior to the date hereof.

4.12 Litigation and Proceedings .

(a) Except (i) with respect to Environmental Laws, Environmental Permits, Environmental Liabilities and any other matters related thereto (which are covered exclusively by Section 4.22), (ii) employment and employee benefits matters (which are covered exclusively by Section 4.20), and (iii) as set forth in Schedule 4.12 hereto:

(i) the Operating Company is not a party to, nor, to the knowledge of the Seller, is it threatened in writing with, any Action by or before any Governmental Body, in each case, that would be reasonably expected to result in the awarding of damages in excess of three hundred thousand dollars ($300,000);

(ii) the Operating Company is not subject to any Order and there are no outstanding Orders relating to the Packaged Gas Business, the Packaged Assets or the Leased Real Property;

(iii) none of the Seller, the Operating Company or any of their respective Affiliates is in violation of any Order relating to the Packaged Gas Business, the Packaged Assets or the Leased Real Property; and

(iv) there are no material Actions and, to the knowledge of the Seller, there are no material Actions threatened in writing, relating to defective parts, equipment,

services or other products purchased, manufactured or shipped in the Ordinary Course of Business of the Packaged Gas Business.

(b) The Operating Company is not, and, prior to the Bulk Closing, the Former Operating Company was not, a party to, or, to the knowledge of the Seller, threatened in writing with, any Action by or before any Governmental Body, in each case, that would be reasonably expected to result in the granting of injunctive relief that (A) would impose a significant restriction on either the Operating Company, the Packaged Gas Business, the Packaged Assets or the Purchaser’s ability, after the Closing, to own and operate such assets in substantially the same manner as conducted as of the date hereof or as they may reasonably be expected to be foreseen to be conducted or (B) challenges or seeks to enjoin or prevent any of the transactions contemplated by the Transaction Documents and the transactions contemplated by the PG Restructuring Terms.

4.13 Accounts Receivable . All Accounts Receivable have arisen in the Ordinary Course of Business from bona fide transactions.

4.14 Inventory . The Packaged Inventory has been purchased and maintained in the Ordinary Course of Business. After taking into account the reserves on the Financial Statements, the Packaged Inventory is usable or salable in the Ordinary Course of Business and meets accepted industry standards for quality.

4.15 Intellectual Property .

(a) Schedule 4.15(a) sets forth a list of the primary domestic filings and applications for Intellectual Property Utilized in the Packaged Gas Business and owned or filed by or on behalf of each of the Seller, the Operating Company and each of their respective Affiliates, as applicable. All domestic filings and applications for the Intellectual Property Utilized in the Packaged Gas Business and owned or filed by or on behalf of the Seller, the Operating Company and each of their respective Affiliates, as applicable, are valid and enforceable, except to the extent any failure to be valid and enforceable would not constitute a Business Material Adverse Effect.

(b) Subject to Section 6.11(k), Schedule 4.15(b) sets forth a list of all IP Licenses (including agreements for material Off-the-Shelf Software) Utilized in the Packaged Gas Business. All such IP Licenses are valid, enforceable, and in full force and effect and will continue to be on identical terms immediately following the completion of the transactions contemplated by this Agreement and the transactions contemplated by the PG Restructuring Terms, subject to Section 6.19.

(c) The Seller, the Operating Company and, prior to the Bulk Closing, the Former Operating Company have taken commercially reasonable actions to maintain and protect the Intellectual Property Utilized in the Packaged Gas Business and have taken all commercially reasonable precautions to protect the secrecy, confidentiality and value of any Trade Secret that is an element of such Intellectual Property and the proprietary nature and value of such Intellectual Property.

(d) To the knowledge of the Seller, (i) the operation of the Packaged Gas Business as currently conducted does not infringe or otherwise violate any United States Intellectual Property of any Third Party and (ii) no Third Party is materially infringing or violating any Intellectual Property owned or exclusively licensed by the Company or by the Seller, the Operating Company or, prior to the Bulk Closing, the Former Operating Company and Utilized in the Packaged Gas Business.

(e) No Action is pending and no written claim has been made against the Operating Company or, prior to the Bulk Closing, the Former Operating Company or, to the knowledge of the Seller, is threatened in writing, contesting the right to use, sell or license, any Intellectual Property Utilized in the Packaged Gas Business.

(f) No present or former employee or consultant of the Seller, the Operating Company or, prior to the Bulk Closing, the Former Operating Company and no other Person owns or has made any claim to own any proprietary, financial or other interest, direct or indirect, in whole or in part, in the Intellectual Property Utilized in the Packaged Gas Business that would conflict with the rights of the Operating Company in same after the transactions contemplated by this Agreement and by the PG Restructuring Terms are consummated, subject to Section 6.19.

(g) Other than the Delivered Applications identified on Schedule DEF-K, the Specified Packaged Software and the Proprietary Software licensed pursuant to Section 6.11(h), there is no other Software Utilized in the Packaged Gas Business that is owned by the Seller, the Operating Company or any of their Affiliates.

(h) Upon the consummation of the transactions contemplated by this Agreement and by the PG Restructuring Terms, subject to Section 6.19, and pursuant to the terms of the Transaction Documents, except as set forth in Schedule 4.15(h), the Operating Company will have rights to all Intellectual Property (by way of its ownership of the Packaged Intellectual Property, through the various Intellectual Property licenses described in Section 6.11 or otherwise), in each case, (x) as reasonably necessary to service the customers of the Packaged Gas Business as such customers are served by the Packaged Gas Business as of the date hereof or (y) as reasonably necessary to operate the Packaged Gas Business at not less than the rate of operation (including, but not limited to, rate of production and sales) as of the Closing Date.

4.16 Real Property . Except with respect to Environmental Laws, Environmental Permits, Environmental Liabilities and any other matters related thereto (which are covered exclusively by Section 4.22):

(a) Ownership of Premises . Upon the consummation of the PG Restructuring, subject to Section 6.19, the Operating Company shall be the owner of good and valid fee title to the Owned Real Property, free and clear of all Liens (other than Permitted Liens). During the period in which the Seller, the Operating Company or any of their Affiliates were the owners or conducted operations on such Owned Real Property, none of them created or permitted the creation of any Liens that would render title to said Owned Real Property unmarketable as of the Closing. Except as set forth in Schedule 4.16(a), all of the land, buildings, structures and other Improvements primarily used in the conduct of the Packaged Gas Business are included in the Real Property. To the knowledge of the Seller, there are no encroachments or other facts or

conditions affecting any parcel of Owned Real Property that would be revealed by an accurate survey or careful physical inspection thereof other than Permitted Real Property Exceptions.

(b) Leased Properties . The Seller has heretofore made available to the Purchaser, true and complete copies of all Real Property Leases (including all modifications, amendments and supplements thereto). Except as set forth on Schedule 4.16(b), (i) each Real Property Lease is valid, binding and in full force and effect, and all rent and other sums and charges due and payable by the tenant thereunder are current or will be paid within the applicable notice or grace period, if any, prior to Closing, (ii) none of the Seller, the Operating Company or any of their respective Affiliates has received any written notice of any current default or termination under any Real Property Lease, (iii) no termination event or condition or uncured default on the part of the Seller, the Operating Company or any of their respective Affiliates or, to the knowledge of the Seller, the landlord, exists under any Real Property Lease, and (iv) to the knowledge of the Seller, no event has occurred and no condition exists which, with the giving of notice or the lapse of time or both, would constitute such a material defect or termination event or condition. Neither the Seller, the Operating Company or any of their respective Affiliates have any ownership, financial or other interest in the landlord under any Real Property Lease. Upon the consummation of the PG Restructuring, subject to Section 6.19, the Operating Company shall hold the leasehold estate under and interest in the Real Property Leases free and clear of all Liens other than Permitted Liens.

(c) Condition and Operation of Improvements . All components of all buildings, structures and other improvements included within the Real Property (the “ Improvements ”), including the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in operating condition and repair, normal wear and tear excepted, sufficient for the conduct of the Packaged Gas Business substantially as conducted as of the date hereof.

(d) No Options . Except as set forth in Schedule 4.16(d) and as set forth in the Real Property Leases, none of the Seller, the Operating Company or any of their respective Affiliates holds, and none of them is obligated under or a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, dispose of, or lease any of the Real Property or any portion thereof or interest therein. Except as set forth in Schedule 4.16(d), there are no leases, subleases, licenses or other agreements granting to any Person other than the Operating Company any right to the possession, use, occupancy or enjoyment of the Real Property or any portion thereof other than in the Ordinary Course of Business. None of the Seller, the Operating Company or any of their respective Affiliates in possession of the Real Property has vacated or abandoned any portion of the Real Property or given notice to any Third Party of its intent to do the same.

(e) Condemnation . There is no pending, and none of the Seller, the Operating Company or any of their respective Affiliates has received written notice of any, and, to the knowledge of the Seller, there is no threatened or contemplated, taking or condemnation proceeding affecting any part of the Real Property or of any sale or other disposition of any part of the Real Property in lieu of condemnation.

(f) Casualty . No portion of the Real Property has suffered any material damage by fire or other casualty which has not been repaired and/or substantially restored.

4.17 Permits . Schedule 4.17 includes a true, correct and complete list of all Permits that are necessary for the operation of the Packaged Gas Business substantially as conducted as of the date hereof or necessary for the current use of the Packaged Assets substantially as used as of the date hereof (the “ Material Permits ”). Except as set forth in Schedule 4.17, and except with respect to Environmental Permits (which are covered exclusively by Section 4.22), none of the Seller, the Operating Company or any of their respective Affiliates has received written notice that any Material Permits are not in full force and effect, and no claim of which the Seller, the Operating Company or any of their respective Affiliates has received written notice is pending or, to the knowledge of the Seller, threatened in writing seeking the revocation or limitation of any such Material Permit. Each of the Seller and the Operating Company and each of their respective Affiliates, as applicable, are in compliance in all material respects with the terms of the Material Permits.

4.18 Agreements .

(a) Schedule 4.18(a) hereto lists all Packaged Contracts in effect on the date hereof of the following types:

(i) Contracts containing executory obligations in an amount reasonably expected to exceed two hundred and fifty thousand dollars ($250,000) per annum (calculated on the basis of revenues for the twelve (12)-month period ending December 31, 2006);

(ii) Contracts required to be disclosed in subclause (i) above with customers or suppliers of the Packaged Gas Business for the sharing of fees, the rebating of charges or other similar arrangements;

(iii) Contracts containing covenants or terms that otherwise affect the Packaged Gas Business and that (A) restrict the ability of the Seller, the Operating Company (or after the Closing, the Purchaser) to compete in any line of business or with any Person in any geographical area or (B) restrict the ability of any other Person to compete with the Seller, the Operating Company or the Former Operating Company (or after the Closing, the Purchaser) in any line of business or in any geographical area (excluding any restrictive covenants entered into between the Operating Company, on the one hand, and any current or former employee of the Seller or the Operating Company, on the other hand);

(iv) Contracts required to be disclosed in subclause (i) above containing any rights of first refusal or rights of first option, in each case, in favor of any Third Party;

(v) Contracts required to be disclosed in subclause (i) above containing any “most favored nation” type provision;

(vi) certain specified IP Licenses to be assigned to the Purchaser, subject to the terms and conditions set forth in Schedule 4.18(a)(vi) (the “ Packaged IP Licenses ”); and

(vii) Contracts required to be disclosed in subclause (i) above containing any “take or pay” type provision in favor of the Third Party.

Except as noted on Schedule 4.18(a), prior to the Closing, true and complete copies of the Material Contracts (redacted to remove identifying information for customers), in each case, as amended, supplemented or otherwise modified to the date hereof, will be provided to the Purchaser.

(b) Except as noted on Schedule 4.18(a), each of the Material Contracts contains the entire agreement of the parties thereto with respect to the subject matter thereof and constitutes the legal, valid and binding obligation of either the Seller or the Operating Company, is in full force and effect and is enforceable against the Seller or the Operating Company that is party thereto in accordance with its terms except as enforcement may be limited by (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar Laws affecting creditors’ rights generally and (ii) general principles of equity. Neither the Seller nor the Operating Company is in material default under any Material Contract to which it is a party, nor to the knowledge of the Seller, does any condition exist that, with notice or lapse of time or both, would constitute a material default thereunder by the Seller or the Operating Company party thereto. To the knowledge of the Seller, no other party to any Material Contract is in material default thereunder, nor does any condition exist that, with notice or lapse of time or both, would constitute a material default thereunder. Except as set forth on Schedule 4.18(b), neither the Seller nor the Operating Company has received written notice that any Person intends to terminate (whether for cause or convenience) or default under any Material Contract before its stated term, if any. To the extent the Former Operating Company remains a party to any Material Contract as of the date hereof, the representations made above in this Section 4.18(b) shall apply, mutatis mutandis , to such Material Contracts at the time immediately prior to the Bulk Closing.

4.19 Customers .

(a) Schedule 4.19(a) lists, by dollar volume paid for the twelve (12) months ended on December 31, 2006, each of the top fifty (50) customers (as identified by customer number) of the Packaged Gas Business during such period (each such customer, a “ Material Customer ” and, collectively, the “ Material Customers ”). Except as set forth on Schedule 4.19(a), no Material Customer has, within the twelve (12) months prior to the date hereof, threatened in writing to cancel or otherwise terminate the relationship between such Material Customer and the Packaged Gas Business.

(b) All of the books, records and other documents (whether on paper, computer diskette, tape, electronic or other storage media) relating to customers of the Packaged Gas Business have been maintained in the Ordinary Course of Business.

4.20 Employees .

(a) Schedule 4.20(a) lists all Employee Benefit and Compensation Plans. Schedule 4.20(a) separately identifies each Employee Benefit and Compensation Plan that (i) is a multiemployer plan as defined in Section 3(37) of ERISA (a “ MultiEmployer Plan ”), (ii) is a defined benefit plan subject to Title IV of ERISA, (iii) is a multiple employer plan as defined in Section 413(c) of the Code or (iv) provides for or makes available post-employment welfare benefits or coverage with an aggregate annual cost that could reasonably be expected to exceed two hundred and fifty thousand dollars ($250,000), except as may be required under COBRA, at the expense of the employee or former employee. The Seller has made available to the Purchaser, as of the date of this Agreement, the most recent estimate (if any) provided to the Operating Company by each MultiEmployer Plan set forth on Schedule 4.20(a) of the amount of contingent withdrawal liability that the Operating Company and its ERISA Affiliates would incur upon a complete withdrawal by the Operating Company and its ERISA Affiliates from such MultiEmployer Plan.

(b) Except as set forth on Schedule 4.20(b), (i) each Employee Benefit and Compensation Plan has been established and administered, in all material respects, in accordance with its terms and in compliance with the applicable provisions of ERISA, the Code and all other applicable Laws, rules and regulations, (ii) with respect to any Employee Benefit and Compensation Plan, other than routine applications for benefits, no Liens or lawsuits by any person or Governmental Body, formal complaints by any Governmental Body or material complaints by any other person have been filed or made against such Employee Benefit and Compensation Plan or the Operating Company or, prior to the Bulk Closing, the Former Operating Company or, to the knowledge of the Seller, against any other Person or party and, to the knowledge of the Seller, no such Liens, lawsuits or complaints are contemplated, have been threatened or are reasonably likely to occur and (iii) except as would not reasonably be expected to result in material liability, no individual who has performed services for the Seller, the Operating Company or any of their respective Affiliates, as applicable, with respect to the Packaged Gas Business, has been improperly excluded from participation in any Employee Benefit and Compensation Plan.

(c) Except as set forth on Schedule 4.20(c), (i) none of the Seller, the Operating Company nor any of their Affiliates has terminated (or filed a notice of intent to terminate) an employee benefit pension plan (within the meaning of Section 3(2) of ERISA) or taken any other action with respect to any Employee Benefit and Compensation Plan that could reasonably be expected to result in a Lien on any of the assets of the Operating Company, including any Packaged Assets, under Title IV of ERISA and (ii) no Action against the Seller, the Operating Company, including any Packaged Assets, or any of their Affiliates that could result in a Lien on any of the assets of the Operating Company under Title IV of ERISA has been commenced by any Third Party or, to the knowledge of the Seller, is threatened by any Third Party.

(d) Except as set forth on Schedule 4.20(d), the transactions contemplated by this Agreement and by the PG Restructuring Terms, and the Transaction Documents will not cause the Purchaser to incur any liability with respect to the PBGC or under the Code or ERISA or otherwise, including any MultiEmployer Plan withdrawal liability or, with respect to benefits

or compensation due to Business Employees, in each case with respect to any Employee Benefit and Compensation Plan.

(e) With respect to the Business Employees and the Packaged Gas Business, except as set forth on Schedule 4.20(e):

(i) no Collective Bargaining Agreement exists or, since January 1, 2002 has existed or been in force or effect, between the Seller, the Operating Company or any of their respective Affiliates, as applicable, on the one hand, and any labor organization, on the other hand;

(ii) none of the Seller, the Operating Company or any of their respective Affiliates, as applicable, has received written notice that any representation question presently exists, and no petition concerning representation under the National Labor Relations Act, as amended, is or, since January 1, 2002, has been pending or to the knowledge of the Seller, threatened;

(iii) no claims, charges, grievances, complaints of a formal nature or presented in writing (collectively, “ Covered Claims ”) and no lawsuits, trials, hearings, adjudications or proceedings brought by or on behalf of employees, unions or others who are or have been performing work or services for the Seller, the Operating Company or any of their respective Affiliates, as applicable (collectively, “ Employment Claims ”), since January 1, 2002, have been initiated, are pending, or to the knowledge of the Seller, are threatened or have been resolved; the Seller, the Operating Company and their respective Affiliates (collectively “ Seller Entities ”) make the above representations with respect to Covered Claims based on (i) information known or reasonably available to the current human resources representatives or current other management personnel associated with the Seller Entities; and (ii) written documents and records maintained by or reasonably available to current human resources representatives or current other management personnel associated with the Seller Entities; the parties agree it will not be considered a breach of this Agreement if the Seller Entities inadvertently fail to set forth in Schedule 4.20(e) any Covered Claims beyond those covered by subparts (i) and (ii) of this sentence; for the avoidance of doubt, as used in this Section 4.20(e), Employment Claims are limited to matters that are or were the subject of a formal investigation or brought before any court, agency, arbitrator, mediator, judge or Governmental Body charged, in whole or in part, with oversight over employment or labor practices;

(iv) no labor dispute, strike, picketing, public campaign or boycott, work slowdown, or work stoppage is or, since January 1, 2002, has been pending or to the knowledge of the Seller, threatened;

(v) no Order has been rendered or issued, and no settlement or agreement has been entered into or executed, since January 1, 2002 regarding any matter set forth in this Section 4.20(e); and

(vi) the Packaged Gas Business has been operated in compliance in all material respects with all Labor Laws.

(f) Schedule 4.20(f)-1 contains a true and complete l

SITE SEARCH

AGREEMENTS / CONTRACTS

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates