ARTICLE II

PURCHASE AND SALE OF ASSETS AND SHARES

SECTION 2.1. Transfers of Assets and Shares by the Sellers.

(a) On the Closing Date and subject to the terms and conditions set forth in this Agreement, the Asset Sellers shall sell or transfer the Acquired Assets to the Asset Buyers or one or more of their designated Affiliates, and the Asset Buyers shall purchase the Acquired Assets from the Asset Sellers, in accordance with Exhibit A. The Asset Buyers shall acquire, and the Asset Sellers shall transfer, or cause to be transferred, the Acquired Assets free and clear of all liabilities, obligations and commitments of any Asset Seller or any of its Affiliates, other than the Assumed Liabilities, and free and clear of all Encumbrances other than Permitted Encumbrances.

(b) As used in this Agreement, the term “Acquired Assets” shall mean all assets, property, rights, title, interests and privileges of the Asset Sellers and of the Sold Companies that are primarily used or primarily held for use in the Business as of the Closing Date, including all of the following items, but expressly excluding the Excluded Assets:

(i) all right, title and interest in and to the Owned Real Property;

(ii) all right, title and interest in and to the Leased Real Property, pursuant to the Real Estate Leases;

(iii) all right, title and interests in the patents and trademarks listed on Schedule 2.1(b)(iii) and any other Intellectual Property used exclusively in the Business (“Assigned Intellectual Property”);

(iv) all right, title and interest in, to and under each contract, lease, license, indenture, agreement, understanding and commitment, whether oral or written (“Contracts”), to which an Asset Seller or a Sold Company is party , excluding (x) all Contracts and other arrangements relating to employment and employee benefits, except to the extent provided in Section 5.9, (y) confidentiality agreements relating to the sale of the Business and (z) the Shared Distributor/Dealer Contracts (collectively, the “Acquired Contracts”);

(v) all Books and Records with the exception of any and all Books and Records that per the applicable regulations must be maintained by any one or more Asset Sellers, in which case, the Acquired Assets shall include copies thereof;

(vi) to the extent transferable in accordance with applicable Law, all right, title and interest in and to Permits ;

(vii) all Equipment, Inventory and Rental Equipment;

(viii) unless other arrangements are mutually agreed prior to Closing pursuant to the Transition Services Agreement, (A) all computer and automatic machinery, servers, network equipment and connections, and (B) all software, program documentation, tapes, manuals, forms, guides and other materials with respect thereto and related licenses and other agreements;

(ix) all accounts and notes receivable (“Receivables”), deferred charges, chattel paper, refunds, credits, allowances, rebates, other rights to receive payments arising out of or primarily relating to the Business, any Acquired Asset or any Assumed Liability;

(x) all rights, claims and credits to the extent arising out of or primarily relating to the Business, any Acquired Asset or any Assumed Liability, including claims in bankruptcy, and any such items arising under guarantees, warranties, offsets, indemnities and all other intangible property rights or claims and similar rights in favor of any Asset Seller, Sold Companies or any of its Affiliates arising out of or primarily relating to the Business, any Acquired Asset or any Assumed Liability;

(xi) all current and historical sales and promotional material and literature, including samples, premium and promotional items, pamphlets and brochures, historical and current television, radio, internet and other media advertising, historical and current print advertising and all artwork relating to sales and promotional literature;

(xii) all rights in and to products sold or leased (including products returned after the Closing and rights of rescission, replevin and reclamation) in the operation of the Business arising out of or primarily relating to the Business, any Acquired Asset or any Assumed Liability;

(xiii) all goodwill associated with the Acquired Assets, the Assumed Liabilities and the Business;

(xiv) all warranties from third party manufacturers and suppliers in favor of Asset Sellers, Sold Companies and their Affiliates;

(xv) all information relating to customers of the Business, including customer lists, prospective customer lists, after sales documents and records, service and maintenance documents and records and all relevant correspondence;

(xvi) all Cash of the Asset Sellers and Sold Companies, to the extent such Cash represents collateral, security deposits, or other restricted pools of funds associated with Acquired Assets and all insurance proceeds relating to the Acquired Assets and the Sold Companies (to the extent relating to the Business); and

(xvii) all properties and assets of any Company Group Plans to the extent expressly provided in Section 5.9.

(c) As used in this Agreement, the term “Excluded Assets” shall mean the following assets of Asset Sellers and Sold Companies:

(i) any intercompany accounts receivable from Asset Sellers or their Subsidiaries (other than the Sold Companies) as of the Closing Date;

(ii) all rights of Sellers and their Affiliates under this Agreement, the Closing Agreements and any other documents, instruments or certificates executed in connection with this Agreement and the transactions contemplated hereby;

(iii) all assets not primarily used or held for use in the Business as of the Closing Date (except to the extent that the same are included on the Balance Sheet or on the Final Statement of Net Asset Value);

(iv) Intellectual Property in and to the “Ingersoll-Rand” brand name, the “IR” logotype, the IR trademark and any other Intellectual Property of Sellers and their Affiliates not exclusively used or held for use in the Business, including Intellectual Property related to the air end technology;

(v) except as specifically contemplated in Section 5.9, all properties and assets of any Company Group Plans;

(vi) Cash (except for cash expressly included as Acquired Assets);

(vii) any interest bearing securities;

(viii) the corporate charters, minutes and stock record books and corporate seals and statutory accounts and Tax Returns of each Asset Seller;

(ix) any confidentiality or other agreements relating to the potential sale of the Business;

(x) any capital stock of or any equity interest in any Person other than the Sold Companies (except for the capital stock of or equity interest in joint venture companies to the extent that such joint venture companies are designated as Sold Companies);

(xi) except as set forth in Section 2.2(b)(iv) and 2.2(b)(xvi), any rights, privileges and claims under any insurance policy, program or arrangement (including, for the avoidance of doubt, under any workers compensation policy, program or arrangement), except, for the avoidance of doubt, for insurance policies that are owned by a Sold Company primarily for the Business; and

(xii) all rights, claims and credits to the extent arising out of or primarily relating to any Excluded Asset or any Excluded Liability, including claims in bankruptcy, and any such items arising under guarantees, warranties, offsets, indemnities and all other intangible property rights or claims and similar rights in favor of any Asset Seller or any of its Affiliates arising out of or primarily relating to any Excluded Asset or any Excluded Liability.

(d) On the Closing Date and subject to the terms and conditions set forth in this Agreement, the Stock Sellers will sell, convey, assign and transfer to the Stock Buyers, and the Stock Buyers will purchase and acquire, all of such Stock Sellers’ right, title and interest in and to the Sold Shares in accordance with Exhibit A, free and clear of all Encumbrances other than such as may be created by or on behalf of the Buyers.

(e) Notwithstanding anything in this Agreement to the contrary other than expressly set forth in Section 2.4, this Agreement shall not constitute an agreement to assign any asset or any claim or right or any benefit arising under or resulting from such asset if an attempted assignment thereof, without the Consent of a third party, would constitute a breach or other contravention of the rights of such third party, would be ineffective with respect to any party to an agreement concerning such asset, or would materially and adversely affect the rights of any Asset Seller or, upon transfer, any Asset Buyer under such asset. If any transfer or assignment by any Asset Seller to, or any assumption by any Asset Buyer of, any interest in, or liability, obligation or commitment under, any asset requires the Consent of a third party, then such assignment or assumption shall be made subject to such Consent being obtained. Without limiting the Sellers’ obligations hereunder, including under Section 5.4, if any such Consent is not obtained prior to the Closing, the Asset Sellers, on the one hand, and the Asset Buyers, on the other, shall cooperate with one another in structuring and documenting any lawful and reasonable arrangement under which the Asset Buyers shall obtain the economic benefits of the asset, claim or right with respect to which the Consent has not been obtained in accordance with this Agreement. Such reasonable arrangement may include (i) the subcontracting, sublicensing or subleasing to an Asset Buyer of any and all rights of the Asset Sellers against the other party to such third-party agreement, and (ii) the enforcement by the Asset Sellers of such rights in respect of such asset.

(f) Wherever required or appropriate under local Laws and practices, the applicable Buyers and Sellers shall enter into appropriate local transfer agreements, governed by local Laws, for the transfer of the relevant Acquired Assets or Sold Shares. Buyers and Sellers shall cooperate in good faith in the identification of all such local requirements and the preparation of such transfer agreements.

SECTION 2.2. Assumption of Liabilities by Buyers

(a) On the Closing Date and subject to the terms and conditions set forth in this Agreement, the Asset Buyers shall expressly assume, and agree to pay or otherwise perform or discharge, the Assumed Liabilities.

(b) As used in this Agreement, the term “Assumed Liabilities” shall mean, except as otherwise provided herein, all liabilities, obligations, claims, demands, expenses, damages and responsibilities of the Asset Sellers and their Affiliates (whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due) to the extent arising out of, in respect of or relating to the Business or the Acquired Assets before, on or after the Closing Date, including the following but expressly excluding the Excluded Liabilities:

(i) all liabilities, obligations or commitments under the Acquired Contracts, including without limitation, any liabilities, obligations or commitments arising out of or relating to the assignment to any Buyer of any distributor, dealer or sales agency Contract included in the Acquired Contracts;

(ii) all liabilities, obligations or commitments as lessee, under each of the Real Estate Leases;

(iii) all liabilities, obligations or commitments payable to trade creditors (other than intercompany accounts payable to Sellers and their Affiliates);

(iv) all liabilities, obligations or commitments in respect of any adverse claims, disputes, Proceedings, investigations or inquiries (asserted, instituted or rendered, or otherwise existing or occurring, at, or at any time after, the Closing Date) arising out of, relating to or otherwise in respect of, (x) any and all goods sold or supplied, or services or other work performed, by or on behalf of the Business before, on or after the Closing Date, except as specifically identified in Section 2.2(c)(vi) or (y) the Acquired Assets or the Business, or the existence, ownership, possession, operation, conduct or condition thereof before, on or after the Closing Date; provided, however, with respect to liabilities, obligations or commitments arising under clause (x) above in respect of pending and threatened adverse claims, disputes, Proceedings, investigations or inquiries in existence as of the Closing Date, the Sellers will use commercially reasonable efforts (excluding, however, any obligation to pay additional fees, premiums or other amounts to the extent the Buyers do not agree in writing to promptly reimburse such additional fees, premiums or other amounts) to (A) continue after the Closing any existing insurance coverage that may be provided by the Sellers’ third-party insurance policies for such liabilities, obligations or commitments, and (B) make available to Buyers any proceeds from such insurance that may be paid out to Sellers by the relevant insurers in clause (A) above. For the avoidance of doubt, if any deductible, retention or other self-insured amount must be paid before third-party insurance proceeds are available, such deductible, retention or other self-insured amount shall be paid solely by the Buyers;

(v) all liabilities, obligations or commitments incurred by the Asset Sellers to the customers of the Business for goods sold, ordered or supplied prior to the Closing by the Business, based on express or implied warranties made by the Business;

(vi) all liabilities for Taxes, whether or not accrued, assessed or currently due and payable, relating to the operation or ownership of the Acquired Assets (i) for any period that begins after the Closing Date and, with respect to any Straddle Period, for the portion thereof beginning after the Closing Date, in each case, including any liability for Taxes resulting from (A) any transactions outside the ordinary course of business and not contemplated by this Agreement that occurs on the Closing Date but after the Closing (and not as a consequence of the Closing) and (B) any Buyer Tax Act, and (ii) for any period (or portion thereof in the case of a Straddle Period) ending on or prior to the Closing Date (but, with respect to this clause (ii), only for the Taxes identified on the Final Statement of Net Asset Value and only to the extent of the amounts reflected on such Final Statement of Net Asset Value);

(vii) the liabilities, obligations or commitments relating to or arising out of employee benefits to the extent expressly provided in Section 5.9;

(viii) to the maximum extent permitted by Law, all liabilities, obligations and commitments relating to worker compensation insurance and claims and benefits for and by Transferred Employees and past employees of the Business, including, for the benefit of doubt (A) all similar statutory or contractual obligations in any jurisdiction to provide insurance, compensation or benefits for work-related injuries, and (B) all administrative functions pertaining to existing and future worker compensation claims by Transferred Employees and past employees of the Business;

(ix) except as otherwise provided in Section 5.9, all other liabilities, obligations or commitments relating to or arising out of the employment or termination of any Transferred Employee, in each case on or after the Closing;

(x) all liabilities, obligations or commitments arising out of, based upon, resulting from or relating to the Acquired Assets or the Business, and based upon, relating to, arising out of or resulting from any fact, circumstance, occurrence, condition, act or omission occurring or existing after the Closing;

(xi) except as otherwise provided herein, all liabilities, obligations or commitments relating to or arising under any Environmental, Safety and Health Laws or relating to Hazardous Materials, to the extent such liabilities, obligations and commitments pertain to the Business, its operations or its properties, in all cases, regardless of when incurred and regardless whether any event or condition giving rise to any such liability, obligation or commitment occurred or existed as of, prior to, or after the Closing Date; and

(xii) all other accrued liabilities (A) reflected as accrued liabilities on the face of the Balance Sheet of the Business or (B) accrued by any Asset Seller in the ordinary course of business consistent with past practice and not in violation of the terms of this Agreement in respect of the Business after December 31, 2006 (and prior to the Closing Date) which, if they had been accrued by such Asset Seller as of December 31, 2006 would have been so reflected on the face of the Balance Sheet using the same methodology and criteria used in preparing the Balance Sheet, as such accrued liabilities exist as of the Closing Date or otherwise incurred outside the ordinary course of business but reflected on the Final Statement of Net Asset Value.

(c) On the Closing Date and subject to the terms and conditions set forth in this Agreement, Sellers and their Affiliates shall expressly retain and agree to pay or otherwise perform or discharge, the Excluded Liabilities. As used in this Agreement, the term “Excluded Liabilities” shall mean, except as otherwise provided herein, all liabilities, obligations or commitments (x) to the extent not arising out of, in respect of or relating to the Business or the Acquired Assets before, on or after the Closing Date (including, for the avoidance of doubt, all liabilities, obligations or commitments of the Sold Companies and the Asset Sellers to the extent not arising out of, in respect of or relating to the Business or the Acquired Assets) or (y) relating to the Business to the extent set forth in this Section 2.2(c), including the following:

(i) any intercompany accounts payable due to Sellers or their Affiliates as of the Closing Date;

(ii) all liabilities, obligations or commitments, whether express or implied, liquidated, absolute, accrued, contingent or otherwise, or known or unknown, to the extent arising out of (A) the operation or conduct by a Seller or any of its Affiliates of any business other than the Business, (B) any asset other than the Acquired Asset or the existence, ownership, possession, operation, conduct or condition thereof, or (C) Contract other than any Acquired Contract, in each case before, on or after the Closing Date, except in the case of clauses (B) and (C) to the extent reflected on the Balance Sheet or the Final Statement of Net Asset Value;

(iii) all liabilities for Taxes, whether or not accrued, assessed or currently due and payable, relating to the operation or ownership of the Acquired Assets for any period ending on or prior to the Closing Date and, with respect to Straddle Periods, for the portion thereof ending on the Closing Date, except for Taxes identified on the Final Statement of Net Asset Value but only to the extent of the amounts reflected on such Final Statement of Net Asset Value (for the avoidance of doubt, all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Acquired Assets for a taxable period that includes (but does not end on) the Closing Date shall be apportioned in the manner described in Section 5.6(c) hereof)

(iv) all liabilities, obligations or commitments that relate to, or that arise out of, any Excluded Asset;

(v) all liabilities, obligations or commitments of the Sellers or their Affiliates or the Business under confidentiality agreements to which any Seller is a party relating to the sale of the Business;

(vi) all liabilities, obligations or commitments (including reasonable fees and expenses of counsel) arising out of (x) legal actions filed as of the date hereof alleging liability due to asbestos or silica exposure and (y) any other legal actions filed after the date hereof alleging liability due to asbestos or silica exposure but only with respect to any and all amounts under subclauses (x) and (y) in the aggregate in excess of $15,000,000, net of any insurance proceeds received and paid to Buyers pursuant to the following proviso; provided, however, with respect to liabilities, obligations or commitments arising in this clause (vi) in respect of any legal actions filed as of the date hereof, the Buyers and the Sellers will use commercially reasonable efforts (excluding, however, any obligation to pay additional fees, premiums or other amounts to the extent the other party does not agree in writing to promptly reimburse such additional fees, premiums or other amounts) to (A) continue after the Closing any existing insurance coverage that may be provided by such party’s third-party insurance policies for such liabilities, obligations or commitments, and (B) make available to the other party any proceeds from such insurance that may be paid out to such party by the relevant insurers in clause (A) above. For the avoidance of doubt, if any deductible, retention or other self-insured amount must be paid before third-party insurance proceeds are available, such deductible, retention or other self-insured amount shall be paid solely by the party receiving the proceeds from of such insurance under clause (B) above; provided, further, that Seller shall have the right to assume the defense of any such legal actions in accordance with the terms set forth in Section 9.6 as if Seller were an Indemnifying Party with respect to such legal actions;

(vii) all liabilities payable to trade creditors arising out of the operation or conduct by a Seller or any of its Affiliates of any business other than the Business;

(viii) all liabilities, commitments and obligations relating to or otherwise in respect of the Sellers or their Affiliates or the Business with respect to (A) Company Group Plans, (B) any current employees, consultants and directors of the Business, and (C) Former Employees, former consultants and former directors of the Business, in each case except to the extent expressly assumed in Section 5.9 or except to the extent that such liabilities are reflected in the Final Statement of Net Asset Value;

(ix) any liability of the Sellers or any of their Affiliates to or under any multiemployer plan (as defined in Section 3(37) of ERISA) in connection with any complete or partial withdrawal therefrom arising in connection with or otherwise relating to the consummation of the transactions contemplated under this Agreement;

(x) all liabilities whatsoever of the Sold Companies which do not relate to the Business, except as otherwise expressly provided in this Agreement and to the extent reflected on the Balance Sheet or the Final Statement of Net Asset Value;

(xi) all liabilities, costs, expenses, Taxes, and other amounts arising from, relating to, or incurred in connection with the Restructurings; and

(xii) all long term indebtedness for borrowed money in accordance with Schedule 2.2(c)(xii).

SECTION 2.3. Consideration

(a) On the Closing Date and subject to the terms and conditions set forth in this Agreement, in consideration of the sale, assignment and transfer of the Sold Shares and the Acquired Assets, the Buyers will pay to the Sellers $4,900,000,000 by wire transfer of immediately available funds in U.S. dollars, free and clear of any withholdings or other deductions, except to the extent required by any U.S. local, state, federal or foreign Laws, (subject to the subsequent sentence of this Section 2.3(a)), plus Estimated Cash (the “Initial Purchase Price,” and as adjusted pursuant to Section 2.3(b) and Section 2.6, the “Purchase Price”). The parties agree that, to the extent required by applicable Law in any non-U.S. jurisdiction in which Acquired Assets or Sold Shares are being transferred on the Closing Date, the applicable Buyer will pay the applicable Seller the applicable portion of the Initial Purchase Price (as allocated pursuant to Schedule 2.7 or otherwise agreed by the parties) by wire transfer of immediately available funds in local currency, at the then prevailing spot currency exchange rate as published by the Wall Street Journal on the Business Day prior to the Closing Date.

(b) No later than two Business Days prior to the Closing Date, the Sellers shall deliver to Buyer Parents a good faith estimate of cash on the balance sheets of the Sold Companies as of the Closing Date, net of any Indebtedness of the Sold Companies that is an Assumed Liability (“Closing Date Cash”, and such estimate, the “Estimated Cash”). Pursuant to the procedures set forth in Section 2.6 in respect of the Net Asset Value Statement, following the Closing the parties shall calculate and agree upon Closing Date Cash. To the extent Estimated Cash exceeds Closing Date Cash, the applicable Seller shall pay to the applicable Buyer such excess in U.S. dollars at the spot currency exchange rate in effect on the Closing Date as published by the Wall Street Journal. To the extent Closing Date Cash exceeds Estimated Cash, the applicable Buyer shall pay to the applicable Seller such excess in U.S. dollars at the spot currency exchange rate in effect on the Closing Date as published by the Wall Street Journal. Such payment shall be made contemporaneously with payments between the parties pursuant to Section 2.6(e).

SECTION 2.4. The Closing

(a) Unless this Agreement shall have been terminated pursuant to Article VIII, and subject to satisfaction or waiver of the conditions set forth in Articles VI and VII, the closing (the “Closing”) of the transactions contemplated by this Agreement shall take place at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York City, on a day that is at least five Business Days following the satisfaction or waiver of all of the conditions set forth in Articles VI and VII hereof (the “Closing Date”), or at such other place and time as may be agreed upon by IR and Buyer Parents. The parties will use reasonable efforts to schedule the Closing Date for the last day of a calendar month. Unless the parties agree otherwise, the Closing will be deemed to have occurred at the close of business local time in each applicable jurisdiction on the Closing Date.

(b) Deferred Items - Government Approvals.

(i) If, on the Closing Date:

(A) (x) (1) any Seller or applicable Buyer has not obtained any required Consent of a Governmental Authority in India, the People’s Republic of China or the Czech Republic or any shareholder approval in India legally required in order to transfer (directly or indirectly) any Sold Shares or any Acquired Assets or (2) the Sellers have not completed the necessary restructuring steps to separate the Sellers’ other Czech or Irish businesses from the businesses that are included in the Business (collectively, the “Restructurings”) and are prevented from transferring (directly or indirectly) any Sold Shares or Acquired Assets of such Czech or Irish Businesses (the Sold Shares and Acquired Assets referred to in clauses (1) and (2), collectively, the “Deferred Items”), and (y) all other conditions precedent to the Closing have been satisfied or waived, or

(B) (x) there is in effect any injunction, restraining order or decree of any nature of any Governmental Authority of competent jurisdiction in India, the People’s Republic of China, the Czech Republic or the Republic of Ireland or any Law or Order in India, the People’s Republic of China, the Czech Republic or the Republic of Ireland that (1) restrains or prohibits the transfer to the applicable Buyer of the Deferred Items or (2) delays the Restructurings, in each case, that is not permanent or remains appealable (a “Non-Final Injunction”), and (y) all other conditions precedent to the Closing have been satisfied or waived.

such Deferred Items shall be withheld from transfer on the Closing Date without any reduction in the Initial Purchase Price (except as contemplated below). From and after the Closing, the Sellers and the Buyers shall continue to use commercially reasonable efforts to obtain all such Consents relating to the Deferred Items or the transfer thereof, complete the Restructurings, and/or to cause all Non-Final Injunctions relating to the Deferred Items or the transfer thereof to be lifted.

(ii) From and after the Closing, and until such time as the Deferred Items have been transferred to the applicable Buyer pursuant to Section 2.4(b)(iii) or Section 2.4(b)(iv) (each, a “Deferred Transfer”), the Deferred Items shall be held for such Buyer’s benefit and account and shall be managed and operated by the Sellers for such Buyer’s benefit and account, with all gains, income, losses, Taxes and Tax benefits or other items generated thereby to be for such Buyer’s account. The applicable Seller(s) and Buyer(s) shall use their respective commercially reasonable efforts to allow the Buyers to maintain the uninterrupted use and benefit of any Deferred Item to the date of its Deferred Transfer, and to protect and preserve the value of the Deferred Items during such period. Except as otherwise contemplated by this Section 2.4(b) or the other provisions of this Agreement, the Deferred Items shall be operated on a basis consistent with past practice and the Sellers’ pre-Closing obligations pursuant to Section 5.1 under this Agreement shall continue in force with respect to such Deferred Item until its Deferred Transfer occurs. The Buyers and the Sellers shall use commercially reasonable efforts to minimize any Tax liability resulting from Deferred Transfers. IR and its Affiliates shall have no liability, obligation or commitment to any Buyer arising out of the management or operation of Deferred Items other than for breach of this Agreement, gross negligence or willful misconduct, for which breach, gross negligence or willful misconduct IR and its Affiliates will indemnify the Buyers; provided, that IR and its Affiliates will have no liability, obligation or commitment for actions taken in accordance with the request or direction of Buyer Parents or their Affiliates. Except (i) as set forth in the immediately preceding sentence or (ii) to the extent relating to or arising from a breach of this Agreement, gross negligence or willful misconduct by the Sellers, the Buyers shall reimburse the Sellers and shall indemnify and hold the Sellers harmless from and against all liabilities, obligations and commitments, incurred or asserted as a result of the Sellers’ post-Closing direct or indirect ownership, management or operation of the Deferred Items, including, without limitation, the amount of any additional Taxes payable (or carried-forward Tax losses or credits consumed) by the Sellers (whether currently or in the future), after application of the terms of this Agreement, as a result thereof in excess of the amount of Taxes which would have been payable by the Sellers, after application of the terms of this Agreement, if the Deferred Items had been transferred to the applicable Buyer on the Closing Date.

(iii) If the Deferred Transfer of any Deferred Item shall not have happened by December 31, 2007, Buyer Parents may, by delivery of written notice to IR, request that the parties expeditiously identify alternative means or structures by which any remaining Deferred Items (and/or the benefits thereof) may be transferred (or otherwise made available) to the applicable Buyer, and IR will cause the applicable Seller(s) to effect such transfer by such alternative means or structure as the Buyer Parents may reasonably request; provided, that the applicable Seller and applicable Buyer shall share equally any incremental transfer costs and Taxes associated with such alternative.

(iv) Subject to Section 2.4(b)(v), the closing of a transfer of each Deferred Item shall be effected on the fifth Business Day after receipt of all applicable legally required Consents, the completion of a Restructuring and the lifting of all applicable Non-Final Injunctions, or at such other time as the parties may agree.

(v) At any time on or after the date that is the first anniversary of the Closing Date, so long as Buyer Parents’ failure to comply with the last sentence of Section 2.4(b)(i) is not the primary cause of the failure of any Deferred Item to be transferred, Buyer Parents may, by delivery of written notice to IR (each an “Abandonment Notice”), elect to abandon the purchase of the remaining Deferred Items. As promptly as practicable following the delivery of an Abandonment Notice, each of IR and Buyer Parents shall use its reasonable best efforts to restore the other party to the position it would have been in with respect to the remaining Deferred Items had such items been Excluded Assets, which efforts shall include, without limitation, the following:

(A) IR shall pay to Buyer Parents by wire transfer of immediately available funds to an account specified in writing by Buyer Parents an amount equal to the amount of the Purchase Price allocated to the remaining Deferred Items identified in such Abandonment Notice as set forth on Schedule 2.7, together with interest thereon computed at the Prime Rate for the period from the Closing Date to the date of such payment; and

(B) Buyer Parents shall deliver to IR a statement reflecting the payments it has made to IR (“Payments”) and payments it has received from IR (“Receipts”) in respect of all gains, income, losses, Taxes and Tax benefits or other items generated by a remaining Deferred Item for the applicable Buyer’s account. If aggregate Payments exceed aggregate Receipts, IR shall promptly pay to Buyer Parents by wire transfer of immediately available funds to an account specified in writing by Buyer Parents an amount equal to the amount by which aggregate Payments exceed aggregate Receipts. If aggregate Receipts exceed aggregate Payments, Buyer Parents shall promptly pay to IR by wire transfer of immediately available funds to an account specified in writing by IR an amount equal to the amount by which aggregate Receipts exceed aggregate Payments. Any disputes with respect to the statement delivered by Buyer Parents hereunder shall be resolved in the manner provided in Section 2.6 for resolution of disputes relating to the Net Asset Value Statement.

SECTION 2.5. Deliveries at the Closing

(a) At or prior to the Closing, the Asset Sellers shall deliver or cause to be delivered or made available to the Asset Buyers the following:

(i) bills of sale in form reasonably acceptable to the Asset Buyers and Asset Sellers (the “Bills of Sale”) and any other deeds, bills of sale, assignments and other instruments of transfer necessary to transfer and assign all right, title and interest of the Sellers in, to and under the Acquired Assets, in each case free and clear of all Encumbrances other than Permitted Encumbrances (exclusive of the Real Property), duly executed by the appropriate Sellers;

(ii) the Assignment and Assumption of Trademarks or user rights thereto vested in other holders than the registered Trademark holder, executed by the appropriate Sellers, and any and all documents, agreements, certificates and other instruments as may be necessary to register the trademarks constituting Intellectual Property in the name of a Buyer or designee thereof;

(iii) the Assignment and Assumption of Patents or user rights thereto vested in other holders than the registered Patent holder, executed by the appropriate Sellers, and any and all documents, agreements, certificates and other instruments as may be necessary to register any patent constituting Intellectual Property in the name of a Buyer or designee thereof;

(iv) with respect to each parcel of Owned Real Property that is owned by an Asset Seller, a duly executed and acknowledged special warranty deed (or local legal equivalent), in each case in proper recordable form and sufficient to vest in the Buyer good and marketable title to each such parcel of Owned Real Property, in each case free and clear of all Encumbrances other than Permitted Encumbrances (collectively, the “Deeds”), together with such affidavits, tax forms, and other documentation as may be required by applicable Law to allow for recordation;

(v) an assignment and assumption agreement relating to each Real Estate Lease held by an Asset Seller, in a form to be mutually agreed by the Buyers and the Sellers (subject to any modifications advisable to comport with local Law) (the “Assignment and Assumption of Real Estate Leases”);

(vi) to the extent action by its Board of Directors (or equivalent thereof) and/or its shareholders (or equivalent thereof) is required by its respective governing documents, a certificate of the Secretary (or equivalent thereof) of each Asset Seller certifying that the resolutions adopted by its Board of Directors (or the equivalent thereof) and, if applicable, shareholders (or the equivalent thereof) attached thereto, authorizing the execution and delivery by such Asset Seller of this Agreement and the other Closing Agreements to which such Asset Seller is a party, and the performance by such Asset Seller of its obligations hereunder and thereunder, were duly and validly adopted and are in full force and effect; and

(vii) such other instruments and documents, in form and substance reasonably acceptable to Asset Buyers and Asset Sellers, as may be reasonably requested by Asset Buyers to effect the Closing.

(b) At or prior to the Closing, the Stock Sellers shall deliver or cause to be delivered or made available to the Stock Buyers the following:

(i) stock certificates (or local legal equivalent) evidencing the Sold Shares to be sold by such Stock Seller duly endorsed in blank, or accompanied by stock powers duly executed in blank;

(ii) the corporate charters, minutes and stock record books and corporate seals (or local equivalent) of each Sold Company;

(iii) to the extent action by its Board of Directors (or equivalent thereof) and/or its shareholders (or equivalent thereof) is required by its respective governing documents, a certificate of the Secretary (or equivalent thereof) of each Stock Seller certifying that the resolutions adopted by its Board of Directors (or the equivalent thereof) and, if applicable, shareholders (or the equivalent thereof) attached thereto, authorizing the execution and delivery by such Stock Seller of this Agreement and the other Closing Agreements to which such Stock Seller is a party, and the performance by such Stock Seller of its obligations hereunder and thereunder, were duly and validly adopted and are in full force and effect; and

(xi) fail to keep current and in full force and effect or renew any material Permits;

(xii) initiate, compose or settle any litigation or Proceeding affecting the Business or any Acquired Assets or Sold Companies, in each case, involving an amount individually in excess of $2,000,000;

(xiii) change or amend the certificates of incorporation, bylaws or equivalent organizational documents of any of the Sold Companies;

(xiv) intentionally do any other act which would cause any representation or warranty of the Sellers in this Agreement to be or become untrue; or

(xv) authorize, commit, or agree to take any of the foregoing actions.

SECTION 5.2. Access to Books and Records. During the Pre-Closing Period, the Sellers shall, and shall cause the Sold Companies to, afford to the Buyers and their counsel, accountants and other authorized representatives, all reasonable on-site and off-site access to the officers, directors, management, accountants and other advisors and agents, properties, books, records and contracts of the Business requested by Buyer; provided, that such access does not interfere with the normal business operations of the Sellers or the Sold Companies. The Sellers shall, promptly upon availability, provide to the Buyers the monthly internal financial reports prepared for management of the Business. The parties agree that the provisions of the Confidentiality Agreement shall continue in full force and effect following the execution and delivery of this Agreement, and all information obtained pursuant to this Section 5.2 shall be kept confidential in accordance with the Confidentiality Agreement. During the Pre-Closing Period, the Sellers shall use commercially reasonable efforts and inquiry to locate and identify to the Buyer (including providing copies thereof) all Contracts involving information technology, computer systems or software of the Business which were not otherwise provided to the Buyer on the date of this Agreement.

SECTION 5.3. Efforts; Regulatory Filings and Consents. (a) Without prejudice to the Buyers’ obligations set forth in Section 5.3(d), each of the Sellers and the Buyers shall use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable (i) to consummate and make effective the transactions contemplated by this Agreement, (ii) to obtain any Consent of any Governmental Antitrust Authority required to be obtained or made by the Sellers or the Buyers, or any of their respective Subsidiaries or Affiliates in connection with the transactions contemplated by this Agreement or the taking of any action contemplated by this Agreement, and (iii) to defend vigorously, lift, mitigate or rescind the effect of any litigation or administrative Proceeding involving any Governmental Antitrust Authority adversely affecting this Agreement or the transactions contemplated by this Agreement, including promptly appealing any adverse court or administrative decision; provided, however, that Sellers and their respective Affiliates shall not be required to make any material monetary expenditure, commence or be a plaintiff in any litigation or offer or grant any material accommodation (financial or otherwise) to any Person.

(b) Each of Sellers and Buyers shall (i) as promptly as practicable file with the United States Federal Trade Commission (the “FTC”) and the United States Department of Justice (the “DOJ”) the notification and report form, if any, required for the transactions contemplated hereby and any supplemental information requested in connection therewith pursuant to the HSR Act and (ii) as promptly as practicable make all filings under applicable Other Competition Laws, if any, required for the transactions contemplated hereby. However, notwithstanding the foregoing, the Sellers and Buyers shall cooperate to apply for the necessary government approvals in the People’s Republic of China only at a time that is reasonably expected to result in such approvals being obtained as close to the Closing Date as is reasonably practicable. Any such antitrust notification and report form or filing and supplemental information shall be in substantial compliance with the requirements of the HSR Act or the applicable Other Competition Laws, as the case may be. All other regulatory filings shall be in substantial compliance with the requirements of applicable Laws. Each of the Buyers and Sellers shall furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of any filing or submission that is necessary under the HSR Act, applicable Other Competition Laws or other applicable Laws and regulations, as the case may be. The Sellers and Buyers shall use best efforts to comply promptly with any inquiries or requests for additional information from the FTC, the DOJ, other Governmental Antitrust Authorities and any other Governmental Authority having jurisdiction.

(c) Without limiting the generality of the undertakings set forth in subsections (a), (b) and (d) of this Section 5.3 and subject to any appropriate confidentiality protections, the Sellers and the Buyers shall each furnish to the other such necessary information and reasonable assistance as the other party may request in connection with the foregoing and shall each promptly provide counsel for the other party with copies of all filings made by such party, and all correspondence between such party (and its advisors) with any Governmental Antitrust Authority or other Governmental Authority and any other information supplied by such party and such party’s Affiliates to a Governmental Antitrust Authority or other Governmental Authority in connection with this Agreement and the transactions contemplated by this Agreement. Each party shall, subject to applicable Law, permit counsel for the other party to review in advance any proposed written and, if practicable, oral, communication to any Governmental Antitrust Authority or other Governmental Authority.

(d) Notwithstanding anything to the contrary in this Agreement, Buyer shall take, or cause to be taken, any and all actions, including the disposition of assets, required by any Governmental Antitrust Authority as a condition to the granting of any Consent necessary for the consummation of the transactions contemplated hereby or as may be required to avoid, lift, vacate or reverse any legislative, administrative or judicial action that would otherwise reasonably be expected to materially impair or delay the consummation of the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, such actions may include, but are not limited to: (i) divesting, selling or otherwise disposing of, or holding separate and agreeing to sell or otherwise dispose of, any entities, assets or facilities of the Business or any entity, facility or asset of the Buyers or their Subsidiaries or Affiliates, (ii) terminating, amending or assigning such existing relationships and contractual rights and obligations (other than termination that would result in a breach of a contractual obligation to a third party), and (iii) amending, assigning or terminating such existing licenses or other agreements (other than a termination that would result in a breach of a license or such other agreement with a third party) and entering into such new licenses or other agreements (and, in each case, entering into agreements with the relevant Governmental Antitrust Authority giving effect thereto) in each case with respect to the foregoing clauses (i), (ii) or (iii) if such action is necessary or reasonably advisable or as may be required by any Governmental Antitrust Authority, provided that any such action shall not be required to be effective prior to the Closing.

(e) The filing fees under the HSR Act, Other Competition Laws and other applicable Laws shall be borne by the party responsible for paying such filing fees under the applicable Laws. The fees and disbursements of any legal counsel or other advisor jointly retained by the parties in connection with any such filings and any other filings with Governmental Authorities, shall be borne by the party retaining such legal counsel or advisor; provided, if any legal counsel or advisor is jointly retained by the parties, then its fees and disbursements shall be borne equally by both parties.

SECTION 5.4. Third Party Consents. The Buyers and Sellers shall use all commercially reasonable efforts to obtain any Consent of any Person (other than Governmental Authorities) required to consummate and make effective the transactions contemplated by this Agreement. The parties agree to cooperate reasonably in obtaining such Consents. To the extent that the Sellers and the Buyers are unable to obtain any required third party Consents prior to the Closing (such Consents, the “Post-Closing Consents”), the Buyers and Sellers shall use best efforts to make or obtain (or cause to be made or obtained) as promptly as practicable all Post-Closing Consents. For purposes of this Section 5.4, the term “all commercially reasonable efforts” shall not be deemed to require any Person to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any consent or waiver may be required (other than nominal filing or application fees).

SECTION 5.5. Tax Matters.

(a) The Buyers and the Sellers agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating directly to the Sold Companies or the Acquired Assets (including access to books and records, employees, contractors and representatives) as is reasonably necessary for the filing of all Tax Returns, the making of any election related to Taxes, the preparation for any audit by any Taxing Authority, and the prosecution or defense of any claim, suit or Proceeding relating to any Tax Return; provided, however, that if such requested information is contained within a document containing any unrelated information, only portions pertaining to such relevant information shall be furnished. The Buyers and the Sellers shall retain all books and records with respect to Taxes pertaining to the Sold Companies and the Acquired Assets until the expiration of all relevant statutes of limitations (and, to the extent notified by the Buyers and the Sellers, as the case may be, any extensions thereof). At the end of such period, each party shall provide the other with at least 30 days prior written notice before destroying any such books and records, during which period the party receiving such notice can elect to take possession, at its own expense, of such books and records.

(b) Tax Returns.

(i) The Sellers shall prepare, or cause to be prepared, all IR Federal and Consolidated Income Tax Returns in respect of the Sold Companies for all taxable periods. The Sellers shall timely file, or cause to be filed, all such IR Federal and Consolidated Income Tax Returns. For the avoidance of doubt, the Asset Sellers shall include the income derived from the Acquired Assets for the period ending on the Closing Date in their Income Tax Returns for the taxable period that includes the Closing Date (“Asset Sellers’ Tax Returns”). The Sellers shall timely pay to the relevant Taxing Authority all Taxes due in connection with any such IR Federal and Consolidated Income Tax Returns and Asset Sellers’ Tax Returns. Sellers agree to inform the Buyers of any position taken on any such IR Federal and Consolidated Income Tax Return with respect to the Sold Companies or the Acquired Assets that is contrary to past practice and that would have a material adverse impact on the Sold Companies or the Acquired Assets in a taxable period after the Closing Date.

(ii) The Buyers shall prepare, or cause to be prepared, all other Tax Returns in respect of the Sold Companies or the Acquired Assets required to be filed after the Closing Date (“Buyer Tax Returns”). Such Buyer Tax Returns shall be filed on the basis that the relevant taxable period ended as of the close of business on the Closing Date (unless the relevant Taxing Authority will not accept a Tax Return filed on that basis). In the case of any Buyer Tax Return that includes any period that begins prior to the Closing Date, including for any taxable year ending after the Closing Date which begins before the Closing Date (a “Straddle Period”), such Buyer Tax Return shall be prepared in a manner consistent with past practices (unless it is otherwise required by applicable Law). The Buyers shall provide IR with a copy of a substantially final draft of each Straddle Period Buyer Tax Return (and such additional information regarding such Straddle Period Buyer Tax Return as may reasonably be requested by IR) for its review and comment (A) at least 30 Days prior to the filing of such Buyer Tax Return or (B) in the case of a Buyer Tax Return that is required to be filed within 30 days of the Closing Date, at least 10 days prior to the date such Buyer Tax Return is required to be filed; provided, that in the case of a Buyer Tax Return that is required to be filed within 10 days of the Closing Date, the Buyers shall use their reasonable best efforts to afford the Sellers a reasonable opportunity to review such Buyer Tax Return prior to filing such Buyer Tax Return. The Buyers shall timely pay to the relevant Taxing Authority all Taxes due in connection with any such Buyer Tax Returns. In advance of the filing of such Buyer Tax Returns, the Sellers shall pay to the Buyers their share of any such Taxes, determined in accordance with Section 5.6 (the “Sellers’ Tax Share”). If, and to the extent that, the Buyers and the Sellers fail to agree with respect to any of the Sellers’ comments on a draft Straddle Period Tax Return, such disagreement shall be submitted to the CPA Firm for resolution as provided in Section 5.6(d). Buyers acknowledge that from and after the Closing Date the Sellers may not have the power and authority to endorse certain of the refund checks to which Buyers may be entitled and that may be received by the Sellers for the Tax periods prior to the Closing Date. Therefore, at Sellers’ request, Buyers shall execute a limited power of attorney for the purpose of allowing the Sellers to endorse certain refund checks to which it may be entitled and which may be received by the Sellers.

(i) Sellers and Buyers agree that they shall use their reasonable best efforts to take all steps necessary to make a timely, valid and irrevocable election under Section 338(h)(10) of the Code and analogous state and local tax provisions, arising out of the purchase and sale of the shares of the capital stock of Clark Equipment Company and Clark Business Services Corporation, a Michigan corporation, (together the “Section 338 Companies”) (such elections, collectively, the “Section 338 Elections”), and to file the Section 338 Elections in accordance with applicable Tax Law. The Purchase Price for the shares of Section 338 Companies shall be the price as set forth on Schedule 2.7 (the “Section 338 Purchase Price”). At least 10 days prior to the Closing Date, Sellers and the Buyers shall agree on the form and content of the IRS Form 8023 and analogous state and local tax forms on which the Elections shall be made (collectively, the “Election Forms”). At or prior to the Closing, Sellers shall deliver to the Buyers properly executed and mutually agreed upon Election Forms containing information then available, which the Buyers shall file, or cause to be filed, promptly after the Closing (and with respect to which, Buyers shall provide proof of mailing to Sellers). The Sellers shall, within 90 days after the Final Statement of Net Asset Value becomes or is deemed final and binding on the parties, but in no event less than 60 days prior to the relevant due date, prepare and deliver to the Buyers for their review and consent, the allocation of the deemed sales price of the assets of the Section 338 Companies resulting from the Section 338 Elections (as required pursuant to Section 338(h)(10) of the Code and regulations promulgated thereunder) among such assets (the “Section 338 Allocation”). Buyers shall, within 30 days of delivery of the Section 338 Allocation, prepare and deliver to the Sellers a written notice of any disputed items with respect to the Section 338 Allocation. If Buyers do not deliver to the Sellers such written notice within such time frame, the Section 338 Allocation shall be deemed final. Sellers and the Buyers shall negotiate in good faith to resolve any disputed items. If Sellers and the Buyers are unable to agree on the Section 338 Allocation within 60 days after the Sellers provide the Section 338 Allocation, but in no event later than 30 days prior to the relevant due date, they shall request the CPA Firm to decide any disputed items, which shall make such decision within 30 days, but in no event less than 10 days prior to the relevant due date. The costs of the CPA Firm shall be borne equally by Sellers and the Buyers. The Section 338 Allocation shall be used in preparing IRS Form 8883, and any similar forms under applicable Tax Law. Sellers and the Buyers shall (and shall cause their Affiliates to) report and file all Tax Returns (including amended Tax Returns and claims for refund) consistent with the Section 338 Purchase Price and Section 338 Allocation, shall (and shall cause their Affiliates to) take no position contrary thereto or inconsistent therewith (including, without limitation, in any audits or examinations by any taxing authority or any other Proceeding) and shall use reasonable efforts to sustain such reporting of the transaction in any subsequent Tax dispute to the extent consistent with applicable Tax Law.

(ii) Except as provided in the preceding paragraph, the Buyers shall not make any Tax election under the Code (or the Tax Laws of any other jurisdiction) with respect to the Sold Companies which would cause such stock sale to be treated as an asset sale for Tax purposes, including, any check-the-box elections or election pursuant to Section 338 of the Code (or any comparable state, local or foreign provision). In addition, Buyers shall not amend any Tax Return, consent to the waiver or extension of the statute of limitations relating to Taxes of the Sold Companies or the Acquired Assets, take any Tax position on any Tax Return, or compromise or settle any Tax liability, in each case if such action could (in the Sellers’ sole judgment) have the effect of increasing the Tax liability or reducing any Tax asset of the Sellers (or otherwise disadvantaging the Sellers in respect of Taxes) in respect of any taxable period (or portion thereof) ending on or before the Closing Date, in each case without the Sellers’ written consent.

(iii) The Buyer acknowledges and agrees that it shall not take or cause or permit to be taken prior to January 1^st of the calendar year following the year in which the Closing occurs any action that would result in Subpart F income (as defined in Section 952 of the Code) or a Section 956 inclusion (as defined in Section 956 of the Code) to the Sellers, including, but not limited to, the payment of an actual or a constructive dividend and the making of loans by non-U.S. subsidiaries to U.S. persons.

(iv) If a Sold Company that prior to the Closing Date was deemed to be a controlled foreign corporation (as defined in Section 957 of the Code) (a “CFC”) is no longer deemed to be a CFC following the stock purchase as a result of the Buyer’s ownership, the Buyer shall make available to Sellers the information needed by the Sellers to timely and accurately file a Form 5471, Information Return of U.S. Persons with Respect to Certain Foreign Corporations (including profit and loss balance sheets), for such Sold Company for the Tax year in which the stock purchase occurs.

(v) If a Sold Company that prior to the Closing Date was deemed to be a CFC continues to be deemed to be a CFC following the stock purchase as a result of the Buyer’s ownership, the Buyer shall cause a Form 5471, Information Return of U.S. Persons with Respect to Certain Foreign Corporations (including profit and loss balance sheets), to be timely and accurately filed for such Sold Company for the Tax year in which the stock purchase occurs. The Buyer shall provide copies of the Forms 5471 to the Sellers no later than 10 Business Days prior to the due date for filing such Forms 5471 for the Sellers’ review and comment, and the Buyer shall not finalize any such Forms 5471 without the prior written consent of the Sellers, which consent shall not be unreasonably withheld.

(d) Prior to the Closing Date, the Sellers shall initiate, and if possible complete, the termination of any profit or tax-sharing agreements of the Sold Companies.

SECTION 5.6. Tax Indemnity.

(a) Except as provided in Section 2.4(b), the Sellers shall, jointly and severally, indemnify the Buyer Indemnified Persons and hold them harmless against, without duplication, all Losses with respect to (i) all Tax liabilities of the Sellers and their Affiliates (other than the Sold Companies) for any period (but specifically excluding Taxes, if any, imposed on the Sellers and arising out of the Buyers’ operation of the Business following the Closing Date or on the Closing Date following the Closing), (ii) all Tax liabilities of, the Sold Companies for all taxable periods (or portions thereof in the case of a Straddle Period) ending on or before the Closing Date except to the extent of the amounts reflected on the Final Statement of Net Asset Value; provided, that with respect to Goldwave Limited, Sellers obligation to indemnify for any Taxes under this Section 5.6(a) shall be limited to any amounts that the Sellers receive as an indemnity payment pursuant to the Agreement for the Sale and Purchase of Goldwave Limited, dated October 4, 2006, (iii) all liability (as a result of Treasury Regulation Section 1.1502-6 or otherwise) for IR Federal and Consolidated Income Taxes of Seller or any of its Affiliates (other than a Sold Company), (iv) all Taxes that are Excluded Liabilities described in Section 2.2(c)(iii) hereof, (v) all Tax liabilities arising solely out of or due to any breach of any covenant or other agreement of the Sellers contained in this Agreement, (vi) any payments required to be made after the Closing Date under any Tax allocation, Tax indemnity or Tax sharing agreement to which any of the Sold Companies was obligated, or was a party on or prior to the Closing Date and (vii) all Tax liabilities arising solely out of or due to any breach of representations made in Sections 3.11(f)(i), 3.11(f)(ii) or 3.11(i). The Tax indemnity provided under this Section 5.6(a) shall not cover Losses with respect to Tax liabilities (I) resulting from any transaction of the Sold Companies outside the ordinary course of business and not contemplated by this Agreement that occurs on the Closing Date but after the Closing (and not solely as a consequence of Closing or any Sold Company ceasing to be part of a joint, consolidated or unitary Tax filing or Tax sharing arrangement with any of the Sellers for Tax purposes) or (II) resulting from any action taken after the Closing by the Buyers, any of their Affiliates, or any transferee of the Buyers or their Affiliates (a “Buyer Tax Act”). Buyer Tax Acts hereunder shall include, without limitation, the failure of IRCR Manufacturing S.r.o. of the Czech Republic to maintain, subsequent to the Closing Date (or, in the event of a delayed Closing with respect to the aforesaid Sold Company, as from that date) a minimum investment of 350m Czech Koruny (comprised of at least 40% qualifying machinery) until August 28, 2008 provided that the aforesaid minimum investment had been realized either by the Closing Date or subsequently, and prior to October 17, 2007, in good faith cooperation between the Sellers and the Buyers.

(b) Subject to the provisions set forth in this Agreement, the Buyers, jointly and severally, and the Sold Companies shall indemnify the IR Indemnified Persons and hold them harmless against, without duplication, all Losses with respect to (i) all Tax liabilities of the Sold Companies or with respect to the Acquired Assets (A) resulting from any transaction of the Sold Companies outside of the ordinary course of business and not contemplated by this Agreement occurring on the Closing Date but after the Closing, (B) resulting from any Buyer Tax Act and (C) with respect to any taxable period (or portions thereof in the case of a Straddle Period) that begins after the Closing Date, (ii) all Taxes that are Assumed Liabilities described in Section 2.2(b)(vi), and (iii) all Tax liabilities arising out of or due to any breach of any covenant or other agreement of the Buyers contained in this Agreement.

(c) For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Tax related to the portion of such Straddle Period ending on and including the Closing Date shall (i) in the case of any Taxes other than gross receipts, sales or use taxes and Taxes based upon or related to income, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending on and including the Closing Date and the denominator of which is the number of days in the entire taxable period, and (ii) in the case of any Tax based upon or related to income and gross receipts, sales or use taxes, be deemed equal to the amount which would be payable if the relevant taxable period ended on and included the Closing Date. The portion of any credits relating to a Straddle Period shall be determined as though the relevant taxable period ended on and included the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with the past practice of the Sold Companies or the Asset Sellers.

(d) Payment by the indemnitor of any amount due under this Section 5.6 shall be made within ten (10) Business Days following written notice by the indemnitee that payment of such amounts to the appropriate Taxing Authority is due; provided, that the indemnitor shall not be required to make any payment earlier than five (5) Business Days before it is due to the appropriate Taxing Authority. In the case of any written notice by any of the Buyers or their Affiliates indicating that Taxes are due for a Straddle Period Buyer Tax Return, such notice shall set forth in reasonable detail the calculations regarding such Taxes and the Sellers’ share of such Taxes, and if within ten (10) Business Days after receipt of such notice, the Sellers notify the Buyers in writing that they disagree with the computation of their share of such Taxes, the Sellers and the Buyers shall proceed in good faith to determine such Taxes and the Sellers’ share thereof. If the Sellers and Buyers cannot agree in good faith on such share within thirty (30) days after the Sellers’ receipt of such notice, the Sellers’ liability for such Taxes shall be resolved by the CPA Firm, whose fees and expenses shall be shared equally between the Sellers and the Buyers, and the Sellers’ payment to the Buyers shall be due five (5) Business Days after the amount payable by the Sellers is determined by agreement between the Sellers and the Buyers or by the CPA Firm, subject to the proviso in the first sentence of this Section 5.6(d). In the case of a Tax that is contested in accordance with the provisions of Section 5.7 below, payment of the Tax to the appropriate Taxing Authority shall not be considered to be due earlier than the date a final determination to such effect is made by the appropriate Taxing Authority or court.

(e) Notwithstanding any provision in this Agreement to the contrary, (i) the representations and warranties set forth in Section 3.11 shall not survive the Closing except that the representations and warranties in Section 3.11(f)(i), 3.11(f)(ii) and 3.11(i) shall survive until 5:00 p.m. (New York City time) on the third (3rd) anniversary of the Closing Date and (ii) the obligations of a party to indemnify and hold harmless another party pursuant to this Section 5.6, other than, for the avoidance of doubt, pursuant to Section 5.6(a)(vii), shall terminate at the close of business on the 60th day following the expiration of the applicable statute of limitations with respect to the Tax liabilities in question (giving effect to any waiver, mitigation or extension thereof); provided, that, in each case, such representations, warranties and obligations that survive the Closing shall survive beyond such period with respect to any claim of indemnity hereunder if specific written notice thereof shall have been duly given within such period in accordance with the provisions of this Section 5.6.

SECTION 5.7. Procedures Relating to Indemnity of Tax Claims

(a) The Sellers shall promptly notify the Buyers, and the Buyers shall promptly notify the Sellers, in writing upon receipt of notice of any pending Tax audits or assessments relating to the Acquired Assets or to income, properties or operations of the Sold Companies. If a claim shall be made against the Buyers or the Sellers, as the case may be, or any of their Affiliates by any Taxing Authority, which, if successful, would result in an indemnity payment to the Buyers or the Sellers, as the case may be, or one of their Affiliates pursuant to Section 5.6(a) or (b) (a “Tax Claim”), the Buyers or the Sellers, as the case may be, shall promptly notify the Sellers, or the Buyers, as the case may be, in writing of such Tax Claim stating the nature and basis of such Tax Claim and the amount thereof, to the extent known or ascertainable by the Buyers or the Sellers, as the case may be. If notice of a Tax Claim is not given to the Sellers or the Buyers, as the case may be, within a sufficient period of time to allow the Sellers or the Buyers, as the case may be, to effectively contest such Tax Claim, or in reasonable detail to apprise the Sellers or the Buyers, as the case may be, of the nature of the Tax Claim, in each case taking into account the facts and circumstances with respect to such Tax Claim, the Sellers or the Buyers, as the case may be, shall not be liable to the Buyers or the Sellers, as the case may be, or any of their Affiliates to the extent that the Sellers’ or the Buyers’, as the case may be, ability to effectively contest such Tax Claim is materially prejudiced as a result thereof.

(b) With respect to any Tax Claim that relates to a Tax which would result in an indemnity payment to any Buyer Indemnified Person pursuant to Section 5.6(a), the Sellers shall control at their expense all Proceedings taken in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in their sole discretion pursue or forego any and all administrative appeals, Proceedings, hearings and conferences with any Taxing Authority with respect thereto and may, in their sole discretion, either pay the Tax claimed and sue for a refund where applicable Law permits such refund suits or contest the Tax Claim in any permissible manner. With respect to any Tax matter, other than an IR Federal and Consolidated Income Tax matter, covered by the preceding sentence, the Sellers shall keep the Buyers reasonably informed and shall afford the Buyers the opportunity to participate (at Buyer’s sole cost and expense), as may be reasonably requested by the Buyers, in any such audit or Proceeding to the extent that an adverse determination in any such audit or Proceeding would result in a material Tax liability of a Buyer, the Sold Companies or any of their Affiliates, and no such audit or Proceeding may be settled or resolved without the written consent of the Buyers, such consent not to be unreasonably withheld or delayed; provided that if Buyers do not consent then any indemnification obligations of Sellers with respect to such Tax Claim shall be limited to the amount Sellers would have been obligated to indemnify had such consent been given. The Buyers’ consent shall be deemed given in the absence of the Sellers’ receipt of the Buyers’ response within ten (10) Business Days of the consent having been requested in writing by the Sellers.

(c) Buyers shall have the right to control the conduct of any Tax Claim that relates to a Straddle Period; provided, that if the Closing occurs in 2007, then Sellers shall have the right to control such matters as specified in Section 5.7(b). The Buyers shall not, without the prior written consent of the Sellers (such consent not to be unreasonably withheld or delayed), agree or consent to compromise or settle, either administratively or after the commencement of litigation, any issue or claim arising in such Proceeding, or otherwise agree or consent to any Tax liability, to the extent that any such compromise, settlement, consent or agreement may materially increase (i) the Tax liability of the Sellers or any of their Affiliates (other than any Sold Company) or (ii) the IR Federal and Consolidated Income Tax liability of any Sold Company, unless the Buyers indemnify the Sellers for the increase in such Taxes resulting from such compromise, settlement, consent or agreement; provided that if Sellers do not consent then any indemnification obligations of Buyers with respect to such Tax Claim shall be limited to the amount Buyers would have been obligated to indemnify had such consent been given. The Sellers’ consent shall be deemed given in the absence of the Buyers’ receipt of the Sellers’ response within ten (10) Business Days of the consent having been requested in writing by the Buyers.

(d) The parties agree to cooperate and act in good faith with respect to the prosecution and defense of any audit, Tax Claim or other Proceeding arising hereunder, including without limitation, timely responding to any notices or reasonable requests received from the other party.

(e) Notwithstanding anything to the contrary contained or implied in this Agreement, after the Closing Date, neither the Buyers nor any Affiliate of the Buyers (including the Sold Companies) shall, without the prior written consent of the Sellers (which consent shall not be unreasonably withheld), file or cause to be filed any amended Tax Return or claim for Tax refund with respect to the Sold Companies (or relating to its income, properties or operations) if any such filing could have the effect (in the Sellers’ sole judgment) of (i) increasing the Tax liability of the Sellers or their respective Affiliates (other than any Sold Company) (or, in each case, otherwise disadvantaging such party) or (ii) increasing the IR Federal and Consolidated Income Tax liability of any Sold Company.

(f) Anything to the contrary contained herein notwithstanding, in respect of all Losses and claims under Sections 5.5, 5.6, 5.7 and 5.8 hereof, other than with respect to IR Federal and Consolidated Income Taxes, none of the Buyer Indemnified Persons (as defined herein) shall be entitled to recover from the Sellers, except to the extent the aggregate amount of all such Losses with respect to any Sold Company (considered separately) for any taxable year exceeds $250,000 for such taxable year, in which case, for the avoidance of doubt, the amount of such any such recovery shall be limited to the amount by which such Losses exceed $250,000.

SECTION 5.8. Refunds and Tax Benefits; Bulk Transfer Laws.

(a) Any Tax refunds that are received by the Buyers, or the Sold Companies, and any amounts credited against Tax (including any offsetting adjustments in connection with any audits, examinations or Tax Proceedings) to which the Buyers or the Sold Companies become entitled, that relate to Excluded Assets or Excluded Liabilities or to taxable periods (or portions thereof in the case of a Straddle Period) ending on or before the Closing Date shall be for the account of the Sellers, except to the extent that amounts in respect of the right to such refund are reflected (either as an Asset or in reducing a Liability) in the Final Statement of Net Asset Value, and the Buyers shall pay over to the Sellers the net amount (after taking into account any costs or expenses of the Buyers or the Sold Companies relating to the receipt thereof) of any such refund or any such credit within fifteen (15) days after the receipt or entitlement thereto. The Buyers agree that they shall not, without the Sellers’ consent (such consent not to be unreasonably withheld), cause or permit the Sold Companies to carry back to any taxable period ending on or prior to the Closing Date any net operating loss, loss from operations or other Tax attribute, and further agree that the Sellers have no obligation under this Agreement to return or remit any refund or other Tax benefit attributable to a breach by the Buyers of the foregoing undertaking. Any Tax refunds that are received by the Sellers and any amounts credited against Tax to which the Sellers become entitled, that relate to [taxable periods (or portions thereof in the case of a Straddle Period) ending after the Closing Date (except to the extent that amounts in respect of the right to such refund were paid by the Sellers) shall be for the account of the Buyers, and the Sellers shall pay over to the Buyers the net amount (after taking into account any costs or expenses of the Sellers relating to the receipt thereof) of any such refund or any such credit within fifteen (15) days after receipt or entitlement thereto.

(b) Buyers hereby waive compliance by Sellers and any Affiliates of Sellers with the provisions of any so-called “bulk transfer laws” of any jurisdiction in connection with the sale of the Business and Acquired Assets.

SECTION 5.9. Employees; Benefit Plans.

(a) Employees and Offers of Employment.

(i) The Sellers and Buyers agree to reasonably cooperate during the period prior to the Closing Date to ensure the continuity of the workforce of the Business. In furtherance thereof, prior to, or in connection with, the Closing, the Buyers shall take no action to cause the Sellers or the Sold Companies to terminate the employment of any Business Employee, and the Sellers and the Sold Companies shall be under no obligation to terminate any Business Employee prior to the Closing. Prior to the Closing Date, all general communications between the Buyers and any group of Business Employees shall be coordinated with the Sellers; provided, that Sellers shall use commercially reasonable efforts to cooperate with the Buyers to maintain continuity of the workforce of the Business prior to the Closing and will not intentionally take any action to prevent the transfer of or otherwise cause a Business Employee not to transfer to the Buyer. Subject to applicable Laws or the provisions of collective bargaining agreements and works council agreements, (x) Sellers shall cooperate with Buyers to publish and distribute a notice (in either paper or electronic format) in a manner reasonably expected to be received by Business Employees within a reasonable period of time (but not later than 60 days) following the date hereof informing the Business Employees that those Business Employees who decline the Buyer’s offer of employment will be terminated by the Sellers as of the Closing and (y) Sellers shall terminate the employment, as of the Closing, of any Business Employee who does not become a Transferred Employee. As soon as reasonably practicable following the date of this Agreement, the Buyers and Sellers shall cooperate to arrange for meetings with the Seller’s key employees and Business Employees at which the Buyers shall have an opportunity to describe its expectations regarding the integration of the Business (including the Sold Companies) and prospective employment of the Business Employees with the Buyers. Such meetings shall be scheduled at such times so as not to unreasonably interfere with the ongoing operation of the Business.

(ii) Prior to the Closing Date, one or more of the Buyers shall offer employment, with comparable job responsibilities as those performed prior to the Closing Date, to each Business Employee (other than an employee of the Sold Companies, all of whom shall continue employment with such Sold Company as of the Closing Date by operation of Law) who is either actively employed by a Seller as of the Closing Date or is absent from work as of the Closing Date by reason of any leave of absence (including, without limitation, vacation, injury, sick leave, long-term disability, short-term disability, maternity leave, military service or other leave of absence from which an employee’s return to active employment is protected by Law or Order).

(iii) Such offers of employment described in Section 5.9(a)(ii) shall include an offer of base salary (or wages), commission rates (if applicable), target annual cash bonus opportunity (exclusive of any stay bonuses, success bonuses and similar arrangements of IR, any Seller or Sold Company or any Affiliate of any of them in connection with the transactions contemplated herein), long-term incentive opportunities, and overall employee benefits that, in the aggregate (subject to applicable Laws, works council and collective bargaining agreements), are not less than the compensation and employee benefits, as in effect with respect to such Business Employee immediately prior to the Closing Date, and otherwise shall be consistent with this Section 5.9.

(iv) Buyers’ offers of employment shall not require any Business Employee to relocate during the one year period following the Closing to a work location more than 20 miles from such Business Employee’s work location immediately prior to the Closing.

(v) As of the Closing Date or, with respect to any Business Employee on an leave of absence, as of the date such Business Employee commences active employment with the Buyers or returns to active employment with a Sold Company, each Business Employee who accepts Buyers’ offer of employment, each Business Employee whose employment automatically transfers to a Buyer by operation of local Law, and each employee of the Sold Companies (herein collectively referred to as “Transferred Employees”) shall become an employee of one or more of the Buyers (or the Sold Companies, as applicable).

(vi) During the one year period from and after the Closing, the Buyers shall provide to the Transferred Employees overall employee benefits (exclusive of any stay bonuses, success bonuses and similar arrangements of IR, any Seller or Sold Company or any Affiliate of any of them in connection with the transactions contemplated herein and any equity, phantom equity or other equity-based compensation plan, including the Performance Share Plan) that are no less favorable, in the aggregate, than those provided on average to Transferred Employees immediately prior to the Closing Date; provided, however, that any specific provision regarding employee benefits set forth elsewhere in this Section 5.9 shall take precedence over the foregoing general obligation with respect to the benefits that are the subject of such specific provision.

(vii) Notwithstanding anything herein to the contrary, nothing in this Agreement shall alter the at-will nature of any Transferred Employee’s employment (with the exception of Transferred Employees who have employment agreements as disclosed on Schedule 5.9(j), all of which shall be assumed by the Buyer). Nothing in this Agreement shall restrict, limit or interfere with the ability (after the Closing) of the Sellers, Buyers or their respective Affiliates to terminate, amend or replace any particular agreement, plan or program, to alter the terms and conditions of employment or terminate the employment of any person, provided that the requirements of this Section 5.9 are otherwise satisfied.

(b) Prior Service; Deductibles. The Buyers shall, or shall cause their respective Affiliates to, recognize each Transferred Employee’s service with the Sellers, the Sold Companies, or any of their respective Affiliates or their respective predecessors as of the Closing Date as service with the Buyers, the Sold Companies or any of their respective Affiliates, as applicable, for all purposes (including, without limitation, eligibility, vesting, eligibility waiting periods, benefit accruals but excluding for benefit accrual purposes under a defined benefit pension plan (other than a defined benefit pension plan as to which the Buyers are assuming or receiving a transfer of assets pursuant to the terms of this Agreement)) in the Buyers’, the Sold Companies’ or any of their respective Affiliates’ employee benefit plans, agreements, policies or other arrangements, to the extent that such service was credited for such purpose under a comparable plan of the Sellers, the Sold Companies or any of their respective Affiliates, (unless such credit would result in a duplication of benefits for the same period). In addition, to the extent pre-existing condition limitations have been met or are otherwise inapplicable with respect to Transferred Employees under Sellers’ employee welfare benefits plans as of the Closing Date, the Buyers shall, or shall cause their respective Affiliates to, waive any such pre-existing condition limitations under Buyers’ employee welfare benefit plans applicable to Transferred Employees or their respective spouses or dependents and shall recognize (or cause to be recognized) the dollar amount of all expenses incurred by Transferred Employees and their respective spouses or dependents during the calendar year in which the Closing occurs for purposes of satisfying the deductibles and co-payment or out-of-pocket limitations for such calendar year under the relevant employee welfare benefit plans of the Buyers, the Sold Companies and their respective Affiliates, as applicable, to the extent taken into account for such purpose under a comparable plan of the Sellers, the Sold Companies or any of their Affiliates.

(i) The Buyers shall, or shall cause their respective Affiliates to, credit each Transferred Employee with the accrued and unused vacation days and any personal and sickness days accrued in accordance with the vacation and personnel policies and labor agreements of the Sellers, the Sold Companies or any of their respective Affiliates in effect as of the Closing Date.

(ii) For a period of one (1) year following the Closing, the Buyers expressly agree to honor, and to cause their Affiliates and the Sold Companies to honor, the repatriation and relocation programs, policies and agreement set forth in Schedule 5.9(c)(ii), for all Transferred Employees who participate in such programs, policies and agreements as of the Closing Date.

(d) Severance Obligations.

(i) The Buyers shall be responsible for any and all severance or similar liabilities associated with any Business Employee who declines Buyers’ offer of employment (each, a “Non-Transferring Employee”); provided that Seller terminates such Non-Transferring Employee within thirty (30) days after the Closing Date. The Buyers acknowledge and agree that employees of the Sold Companies and all employees otherwise transferring to the Buyers by operation of Law shall not have the ability to decline employment with Buyers, and all of such employees shall be the sole obligation of the Buyers from and after the Closing.

(ii) Effective as of the Closing and continuing until the second anniversary of the Closing, the Buyers shall, or shall cause their respective Affiliates to, provide, where applicable, each Transferred Employee severance benefits that are no less favorable than the severance benefits provided to such Transferred Employee under the terms of the Seller’s severance plans identified on Schedule 5.9(d)(ii), as in effect immediately prior to the date hereof.

(e) Annual Incentive Matrix Bonus; Performance Share Plan Award; and Success Bonus.

(i) No later than 90 days after the Closing, Sellers shall prepare, or cause to be prepared, a statement (the “AIM Calculations Statement”) containing Sellers’ determination of (A) the amount (the “AIM Program Payment Amount”) equal to the pro rata portion as of 11:59 P.M. local time on the Closing Date of the annual bonuses payable to Transferred Employees pursuant to the Annual Incentive Matrix Bonus Program, where applicable, for the calendar year 2007 as in effect on the date hereof (the “AIM Program”), determined in accordance with the terms of the AIM Program and based upon financial performance and/or results determined by Sellers and employee performance determined by the Sellers and (B) the federal, state, local and foreign payroll and other similar Taxes other than Social Security Taxes payable by the Buyers as a result of the payment to Transferred Employees of bonuses under the AIM Program in the amount of AIM Program Payment Amount (the “Payroll Tax Amount”). Upon final determination of the AIM Program Payment Amount and the Payroll Tax Amount pursuant to this Section 5.9(e)(i), but in no event more than three (3) business days thereafter, Sellers shall pay by wire transfer of immediately available funds to an account or accounts which are designated by Buyers not more than two (2) business days following Sellers’ notice to Buyers of such final determination, cash in an amount equal to: (a) the AIM Program Payment Amount plus (b) the Payroll Tax Amount. The amount of the AIM Program Payment Amount wired by the Sellers to the Buyers shall be used exclusively for the purpose of providing payment to each Transferred Employee of his or her allocated amount under the AIM Program. For the avoidance of doubt, the Final Statement of Net Asset Value shall not include any provision or accrual for any AIM bonus amount.

(ii) The Sellers shall bear the cost of any written “success bonus,” transaction bonus or similar arrangement applicable to any Business Employee to the extent the consummation of the transactions contemplated by this Agreement is a condition precedent to payment of any benefits thereunder, and shall ensure that such payments and benefits are paid in accordance with their terms in effect as of the Closing Date.

(iii) The Sellers shall be solely responsible for all payments and costs under the Performance Share Plan, any stock option or other equity, phantom equity or equity-based compensation plan of Sellers or any of its Affiliates and shall be solely responsible for all obligations thereunder with respect to awards granted to Business Employees.

(f) Defined Benefit Plans.

(i) (A) As of the Closing Date, the Sellers shall cause the trustees of the Transferred Defined Benefit Plans (as set forth on Schedule 5.9(f)(i)(A)) to segregate and transfer to a successor pension plan or plans of the Buyers, or one of their designated Affiliates, in accordance with the spinoff provisions set forth under Section 414(l) of the Code, Treasury Regulation 1.414(l)-1 and Section 208 of ERISA, assets in a form mutually acceptable to Sellers and Buyers equal to the Transfer Amount (as defined below), of the applicable plan as specified on Schedule 5.9(f)(i)(A), and shall make any and all filings and submissions to the appropriate Governmental Authority arising in connection with such segregation and transfer of assets and all necessary amendments to Transferred Defined Benefit Plans and related trust agreement to provide for the segregation of assets and transfer of assets as described below. As soon as practicable after the Closing, the Buyers, or one of their designated Affiliates, shall establish or designate a defined benefit pension plan or plans for the benefit of Transferred Employees and Former Employees covered by Transferred Defined Benefit Plans and shall make any and all filings and submissions to the appropriate Governmental Authority required or desired to be made by it in connection with the transfer of assets described below.

(B)

As soon as practicable after the Closing, Buyers shall procure either a favorable determination letter from the Internal Revenue Service regarding the qualified status of such successor defined benefit plan as amended to the date of transfer, or an opinion of counsel to Buyers reasonably satisfactory to the Sellers that the terms of the successor defined benefit plan satisfy the applicable requirements of Section 401 of the Code.

(C)

Provided that the Buyers have established or designated successor plans and procured a favorable determination letter or opinion of counsel, all as provided above, the Seller shall cause the trustees of the Transferred Defined Benefit Plans to transfer in the form of cash or, upon mutual agreements, in kind the full benefits of all Transferred Employees and Former Employees, accrued as of the Closing Date as soon as administratively practicable after the Closing Date.

(D)

The amount of such assets to be transferred in accordance with paragraph (f) above with respect to each Transferred Defined Benefit Plan shall be (x) as of the Closing Date, the benefits of Transferred Employees and Former Employees from the applicable Transferred Defined Benefit Plan valued on an accumulated benefit obligation (“ABO”) basis as determined under SFAS No. 87 in accordance with U.S. generally accepted accounting principles, using the assumptions and methodology set forth in Schedule 5.9(f)(i)(D), or such greater amount as is required to satisfy the provisions of Code Section 414(l) as certified by the actuary to the Sellers and agreed to by the actuary to the Buyers, plus (y) interest at the rate of 4% per annum on such amount for any period between the Closing Date and the date of such transfer (the “Transfer Amount”).

(E)

In consideration for the transfer of assets described herein, the Buyers shall, effective as of the date of transfer of such assets, assume all of the obligations of the Sellers and any of their respective Affiliates, and the Buyers shall cause the successor pension plans described in Section 5.9(f)(i)(A) above, as of the date of such asset transfer, to assume all of the obligations of Transferred Defined Benefit Plans, in each case, solely in respect of benefits accrued by the Transferred Employees and Former Employees under Transferred Defined Benefit Plans on or prior to the Closing Date (exclusive of benefits paid prior to the date of transfer of the pension assets to the successor pension plan). The Buyers shall not assume any Transferred Defined Benefit Plans or any other obligations or liabilities, except as provided in Section 5.9(f), arising under or attributable to the Transferred Defined Benefit Plans.

(ii) As of the Closing Date, the Buyers or one of their designated Affiliates shall assume the Assumed Defined Benefit Plans (as set forth on Schedule 5.9(f)(ii)). The Buyers shall be solely and entirely responsible for satisfying any and all obligations and liabilities with respect to the accrued benefits under the Assumed Defined Benefit Plans. The Sellers shall have no liability whatsoever (either under this Agreement or otherwise) with respect to the Transferred Employees for the accrued benefits under the Assumed Defined Benefit Plans. The Sellers and the Buyers shall take all actions necessary and appropriate to establish the Buyers as successors to all of the Sellers rights, assets, duties, liabilities and obligations under or with respect to the Assumed Defined Benefit Plans.

(iii) With respect to the Non-Qualified Defined Benefit Plans (as set forth on Schedule 5.9(f)(iii)), Sellers shall retain all obligations and liabilities under these plans. As of the Closing Date, all Transferred Employees shall cease active participation in these plans. Sellers shall remain responsible for the distribution of accrued benefits to the Transferred Employees pursuant to the terms of the applicable plan document, and Buyers shall not have any liability whatsoever (either under this Agreement or otherwise) with respect to the Transferred Employees for the distribution of accrued benefits under the Non-Qualified Defined Benefit Plans.

(g) Defined Contribution Plans.

(i) (A) Effective as of the Closing Date, the active participation of each Transferred Employee and Former Employee in the Transferred Defined Contribution Plans (as set forth on Schedule 5.9(g)(i)(A)) shall cease. Each Transferred Employee and Former Employee (including any beneficiary or any “alternate payee” as described in Section 414(p) of the Code) shall, to the extent permitted by the terms of the Transferred Defined Contribution Plans, be given the option to receive a complete distribution of his or her account balance(s), in accordance with Section 401(k) of the Code and the regulations promulgated thereunder. If a Transferred Employee or Former Employee does not elect to receive a distribution of his or her account balance(s), then such account balance(s) will be transferred in accordance with Section 5.9(g)(i)(C) below.

(B)

As soon as practicable (but in no event more than 60 days) after the Closing, the Buyers shall establish or designate one or more defined contribution plans to receive the transfer of account balances from Seller Defined Contribution Plans, and shall make any and all filings and submissions to the appropriate Governmental Authority required to be made by it in connection with the transfer of assets described below. As soon as practicable after the Closing, Buyers shall procure either a favorable determination letter from the Internal Revenue Service regarding the qualified status of such successor defined contribution plan as amended to the date of transfer, or prior to the Closing an opinion of counsel to Buyers reasonably satisfactory to the Sellers that the terms of the successor defined contribution plan satisfy the applicable requirements of Section 401 of the Code.

(C)

As soon as practicable after the Buyers have established or designated successor plans and procured a favorable determination letter or opinion of counsel, all as provided above, the Seller shall cause the trustees of the Transferred Defined Contribution Plans to transfer in the form of cash or, upon mutual consent, in kind (except with respect to loans to Transferred Employees, which shall be transferred in kind), in accordance with 414(l) of the Code, Treasury Regulation 1.414(l)-1 and Section 208 of ERISA, the full account balances (inclusive of such loans) of all Transferred Employees and Former Employees, which account balances shall have been credited with applicable earnings and contributions, if any, attributable to the period ending on the close of business of the day preceding the transfer date, reduced by any benefit or withdrawal payments in respect of Transferred Employees and Former Employees prior to the transfer date, to the trustee of the successor defined contribution plan. Such transfer of assets to occur as soon as administratively practicable following the Closing Date.

(D)

In consideration of the transfer of assets hereunder, the Buyers shall, effective as of the transfer date described in Section 5.9(g)(i)(C) above, assume all of the obligations of Seller and any of its Affiliates, and the Buyers shall cause the successor defined contribution plan described in Section 5.9(g)(i)(C) above, effective as of the transfer date, to assume all of the obligations of the Transferred Defined Contribution Plans, in each case, solely in respect of account balances of Transferred Employees and Former Employees under the Transferred Defined Contribution Plans (exclusive of any portion of such account balances which are paid or otherwise withdrawn prior to the transfer date). The Buyers shall not assume any Transferred Defined Contribution Plan or any other obligations or liabilities, except as provided in Section 5.9(g), arising under or attributable to the Transferred Defined Contribution Plans.

(ii) As of the Closing Date, the Buyers or one of their designated Affiliates shall assume the Assumed Defined Contribution Plans (as set forth on Schedule 5.9(g)(ii)). With respect to the Clark Equipment Company Retirement Program for Salaried Employees, as amended and restated effective January 1, 1997 (the “Clark Salaried Plan”), the Sellers and the Buyers shall cooperate to cause the trustees of the accounts under the Leveraged Employee Stock Ownership Plan (the “LESOP”) in respect of Non-Transferring Employees to segregate such account balances and effect the transfer of such LESOP account balance to the Sellers, other than such LESOP accounts which are attributable in any respect to the Clark Salaried Plan (to the extent permitted by applicable Law and without any material adverse impact on the LESOP or the qualified retirement plans of the Sellers or the Buyers). The Buyers shall be solely and entirely responsible for satisfying any and all obligations and liabilities with respect to Business Employees or Former Employees (including any beneficiaries or dependents thereof) with respect to the Assumed Defined Contribution Plans (including to whatever extent related to the Clark Salaried Plan or any other Assumed Defined Benefit Plan). The Sellers shall have no liability whatsoever (either under this Agreement or otherwise including as a result of Buyers’ failure to establish or designate an applicable successor plan) with respect to Transferred Employees for benefits under the Assumed Defined Contribution Plans. The Sellers and the Buyers shall take all actions necessary and appropriate to establish the Buyers as successors to all of the Sellers rights, assets, duties, liabilities and obligations under or with respect to the Assumed Defined Contribution Plans.

(iii) With respect to the Non-Qualified Defined Contribution Plans (as set forth on Schedule 5.9(g)(iii)), Sellers shall retain all obligations and liabilities under these plans. As of the Closing Date, all Transferred Employees and Former Employees shall cease active participation in the Non-Qualified Defined Contribution Plans. Sellers shall remain responsible for the distribution of account balances to the Transferred Employees pursuant to the terms of the applicable plan document, and Buyers shall not have any liability whatsoever (either under this Agreement or otherwise) with respect to the Transferred Employees for the distribution of account balances under the Non-Qualified Defined Contribution Plans.

(h) Retiree Welfare Benefits.

(i) Effective as of the Closing, the Buyers shall assume, or cause one of their Affiliates to assume, liability to provide (A) retiree medical and life insurance benefits to Former Employees and their eligible dependents (if any) who are receiving retiree welfare benefits under Retiree Benefit Plans (as set forth on Schedule 5.9(h)(i)) as of the Closing Date, (B) retiree medical benefits to Transferred Employees and their eligible dependents (if any) who either would be eligible to receive such benefits if he or she retired on or before the Closing Date or, as of January 1, 2003, whose combined age and years of service with the Sellers equaled or exceeded 50 and such Transferred Employee otherwise would satisfy the eligibility requirements for retiree medical benefits under the Ingersoll-Rand Company Health and Welfare Benefit Plan at time of his or her termination of employment with the Buyers and (C) retiree medical benefits to Transferred Employees who are eligible for such benefits pursuant to a collective bargaining agreement, in each case of (A), (B) and (C), as reflected under the terms of the Company Group Plans, as set forth on the Financial Statements, or as shown in any other information disclosed to Buyers or their representatives in the virtual data room established in connection with the transactions contemplated by this Agreement on or before the date hereof.

(ii) Until the third (3rd) anniversary of the Closing Date (or such longer period, if any, as may be applicable under the terms of a retiree welfare benefit plan covering Former Employees of a Sold Company who retired on or before January 1, 1996), the Buyers shall, and shall cause their Affiliates to provide retiree welfare benefits no less favorable than those provided on the Closing Date under the terms of the Retiree Benefit Plans to those Former Employees (and their eligible dependents) who are receiving such benefits as of the Closing and to those Transferred Employees (and his or her eligible dependents) who would be eligible for such benefits if such eligible Transferred Employee retired on the Closing Date or, as of January 1, 2003, whose combined age and years of service with the Sellers equaled or exceeded 50 and such Transferred Employee would otherwise satisfy the eligibility requirements for such benefits under the Ingersoll-Rand Company Health and Welfare Benefit Plan at time of his or her termination of employment with the Buyers.

(i) Welfare Benefits.

(i) As of the Closing Date, the Buyers or one of their designated Affiliates shall establish and designate a welfare plan or plans for the benefit of the Transferred Employees and Former Employees covered by the Transferred Welfare Plans (as set forth on Schedule 5.9(i)(i)). The Buyers shall be responsible for all benefits and claims incurred on and after the Closing Date with respect to the Transferred Employees and the Former Employees (including any beneficiaries or dependents thereof) with respect to benefits previously provided under the Transferred Welfare Plans. The Sellers shall have no liability whatsoever for such benefits or claims incurred on or after the Closing Date (either under this Agreement or otherwise, including as a result of Buyer’s failure to establish or designate applicable successor plans or any liability incurred with respect to Multiple Employer Welfare Arrangements as defined under Section 3(40) of ERISA, including under any state regulations covering such arrangements).

(ii) As of the Closing Date, the Buyers or one of their designated Affiliates shall assume the Assumed Welfare Plans (as set forth on Schedule 5.9(i)(ii)). The Buyers shall be solely and entirely responsible for satisfying any and all obligations and liabilities under the Assumed Welfare Plans with respect to Business Employees or Former Employees (including any beneficiaries or dependents thereof). The amount of liability shall be the value of the account of each such Business Employee or Former Employee determined as of the Closing. The Sellers shall have no liability whatsoever (either under this Agreement or otherwise) with respect to Transferred Employees for benefits under the Assumed Welfare Plans. The Sellers and the Buyers shall take all actions necessary and appropriate to establish the Buyers as successors to all of the Sellers rights, assets, duties, liabilities and obligations under or with respect to the Assumed Welfare Plans.

(j) IR Employment Agreements. Subject to Section 5.9(e), the Buyers shall assume and be responsible for all obligations arising under the agreements with certain Transferred Employees set forth in Schedule 5.9(j).

(k) Flexible Benefits. The Buyers shall establish, as of the Closing, dependent care and medical expense reimbursement accounts with the vendor of Buyer’s choice (such newly established accounts, the “Buyer’s Flexible Account Plan”). To the extent Transferred Employees contributed to a dependent care or medical expense reimbursement account under a U.S. Company Group Plan (“IR’s Flexible Account Plan”) during the plan year that includes the Closing, the Sellers shall transfer to the Buyer’s Flexible Account Plan the account balances under IR’s Flexible Account Plan of such Transferred Employees for such plan year, and the Buyers shall provide benefits under the Buyer's Flexible Account Plan that are no less favorable than those provided under IR’s Flexible Account Plan to such Transferred Employees at least through the end of the plan year in effect as of the Closing. The Buyers shall be responsible for all Liability for, and administration of eligible reimbursement claims on behalf of Transferred Employees (and their dependents and beneficiaries) for covered expenses incurred in respect of the plan year that includes the Closing (and that are not subject to reimbursement from a prior plan year account under IR’s Flexible Benefits Plan) that have not been received by the Sellers as of the date the Sellers transfer assets to the Buyers from IR’s Flexible Account Plan.

(l) COBRA. The Sellers shall be responsible for all legally mandated continuation of health care coverage for any Business Employee or Former Employee and his or her covered dependents who participated in a U.S. Company Group Plan and who had or have a loss of health care coverage due to a qualifying event occurring prior to the Closing and for any non-Transferring Employees. The Buyers shall be responsible for all legally mandated continuation of health care coverage for all Transferred Employees and any of their covered dependents who have a loss of health care coverage due to a qualifying event occurring following the Closing.

(m) International Pension Plans. Subject to other provisions of this Section 5.9, the allocation of liabilities arising under any Non-U.S. Company Group Plan that is a pension plan (an “International Pension Plan”) and the transfer of any Assets thereunder shall be made subject to and in accordance with the following:

(i) With respect to any funded International Pension Plan sponsored or maintained by any Asset Seller, or one of their Affiliates that is not a Sold Company (a “Seller International Pension Plan”), prior to the Closing, the Buyer shall designate or create funded pension benefit plans (a “Buyer International Pension Plan”) with respect to each country in which Transferred Employees shall be working that are substantially identical to the funded Seller International Pension Plan applicable to Transferred Employees in such countries and which replicate the benefits, features and rights of such Seller International Pension Plan.

(ii) With respect to each funded Seller International Pension Plan, following the Closing, the Buyers, or one of their Affiliates, will request from the trustee or independent pension board that administers such plan a transfer to the corresponding Buyer International Pension Plan of assets and liabilities related to Transferred Employees and Former Employees (subject to any requirement of local Law to obtain mandatory prior consent from each such Transferred Employee or Former Employee or beneficiaries and dependents).

	Page
ARTICLE I

Definitions

SECTION 1.1. Certain Defined Terms		1
SECTION 1.2. Other Interpretive Provisions		8

ARTICLE II

Purchase and Sale of Assets and Shares

SECTION 2.1. Transfers of Assets and Shares by the Sellers		9
SECTION 2.2. Assumption of Liabilities by Buyers		12
SECTION 2.3. Consideration		16
SECTION 2.4. The Closing		17
SECTION 2.5. Deliveries at the Closing		19
SECTION 2.6. Post-Closing Purchase Price Adjustment		21
SECTION 2.7. Purchase Price Allocation		23

ARTICLE III

Representations and Warranties of the Sellers

SECTION 3.1. Organization		24
SECTION 3.2. Authorization, Enforceability		25
SECTION 3.3. Capital Stock of the Sold Companies		25
SECTION 3.4. Subsidiaries		25
SECTION 3.5. Financial Statements		25
SECTION 3.6. Absence of Undisclosed Liabilities		26
SECTION 3.7. No Approvals or Conflicts		26
SECTION 3.8. Compliance with Law; Governmental Authorizations		26
SECTION 3.9. Litigation		27
SECTION 3.10. Ordinary Course		27
SECTION 3.11. Tax Matters		27
SECTION 3.12. Employee Benefits		29
SECTION 3.13. Labor Relations		31
SECTION 3.14. Intellectual Property		32
SECTION 3.15. Contracts		33
SECTION 3.16. Environmental Matters		34
SECTION 3.17. Insurance		35
SECTION 3.18. Real Property		35
SECTION 3.19. Personal Property		36
SECTION 3.20. Inventory		36

SECTION 3.21. Accounts Receivable			36
SECTION 3.22. Acquired Assets			36
SECTION 3.23. Information Technology			36
SECTION 3.24. Product Recall			36
SECTION 3.25. No Brokers’ or Other Fees			37
SECTION 3.26. No Other Representations or Warranties			37

ARTICLE IV

Representations and Warranties of the Buyers

SECTION 4.1. Organization			37
SECTION 4.2. Authorization, Enforceability			37
SECTION 4.3. No Approvals or Conflicts			37
SECTION 4.4. Litigation			38
SECTION 4.5. Compliance with Laws; Governmental Authorizations			38
SECTION 4.6. Financial Resources			38
SECTION 4.7. No Brokers’ or Other Fees			38
SECTION 4.8. Purchase for Investment			39
SECTION 4.9. No Other Representations or Warranties			39

ARTICLE V

Covenants and Agreements

SECTION 5.1. Conduct of Business Prior to the Closing			39
SECTION 5.2. Access to Books and Records			41
SECTION 5.3. Efforts; Regulatory Filings and Consents			41
SECTION 5.4. Third Party Consents			43
SECTION 5.5. Tax Matters			43
SECTION 5.6. Tax Indemnity			46
SECTION 5.7. Procedures Relating to Indemnity of Tax Claims			48
SECTION 5.8. Refunds and Tax Benefits; Bulk Transfer Laws			50
SECTION 5.9. Employees; Benefit Plans			51
SECTION 5.10. Labor Matters			62
SECTION 5.11. Contact with Customers and Suppliers			63
SECTION 5.12. Non-Competition; Non-Hire			63
SECTION 5.13. Use of Names			65
SECTION 5.14. Credit and Performance Support Obligations			65
SECTION 5.15. Further Assurances			66
SECTION 5.16. Intercompany Debt			67
SECTION 5.17. Shared Distributor/Dealer Contracts			67
SECTION 5.18. Expenses; Transfer Taxes			67
SECTION 5.19. Collection of Receivables			67
SECTION 5.20. Assumption of Litigation			68
SECTION 5.21. Post-Closing Cooperation			68
SECTION 5.22. Financial Statements			69

SECTION 5.23. Restructurings			69
SECTION 5.24. Cooperation relating to Financing			70

ARTICLE VI

Conditions to the Sellers’ Obligations

SECTION 6.1. Representations and Warranties			71
SECTION 6.2. Performance			71
SECTION 6.3. Officer’s Certificate			71
SECTION 6.4. Regulatory Approvals			71
SECTION 6.5. Injunctions			71
SECTION 6.6. Closing Agreements			71
SECTION 6.7. Labor Consultations			71

ARTICLE VII

Conditions to the Buyers’ Obligations

SECTION 7.1. Representations and Warranties			72
SECTION 7.2. Performance			72
SECTION 7.3. Officer’s Certificate			72
SECTION 7.4. Regulatory Approvals			72
SECTION 7.5. Injunctions			72
SECTION 7.6. Closing Agreements			73
SECTION 7.7. Labor Consultations			73
SECTION 7.8. FIRPTA Certificate			73

ARTICLE VIII

Termination

SECTION 8.1. Termination			73
SECTION 8.2. Effect of Termination			74

ARTICLE IX

Indemnification

SECTION 9.1. Indemnification by the Sellers			74
SECTION 9.2. Indemnification by the Buyers			75
SECTION 9.3. Indemnification as Exclusive Remedy			76
SECTION 9.4. Indemnification Calculations			76
SECTION 9.5. Survival			76
SECTION 9.6. Notice and Opportunity to Defend			77
SECTION 9.7. Tax Indemnity			77
SECTION 9.8. Other Limitations on Indemnification			77

ARTICLE X

Miscellaneous

SECTION 10.1. Governing Law			78
SECTION 10.2. Projections			78
SECTION 10.3. Materiality; Schedules			78
SECTION 10.4. Amendment			78
SECTION 10.5. Waiver			78
SECTION 10.6. Assignment			79
SECTION 10.7. Notices			79
SECTION 10.8. Complete Agreement			81
SECTION 10.9. Counterparts			81
SECTION 10.10. Publicity; Confidentiality			81
SECTION 10.11. Headings			81
SECTION 10.12. Severability			81
SECTION 10.13. Third Parties			81
SECTION 10.14. Consent to Jurisdiction; Waiver of Jury Trial			82
SECTION 10.15. Enforcement of Agreement			82

Schedule 1.1		Base Statement of Net Asset Value
Schedule 1.3		Sellers’ Knowledge
Schedule 1.4		Modified GAAP
Schedule 1.5		Shared Distributor/Dealer Contracts
Schedule 2.1(b)(iii)		Assigned Intellectual Property
Schedule 2.2(c)(xii)		Long term Indebtedness
Schedule 2.7		Allocation of the Purchase Price
Schedule 3.2		Sellers’ Authorization
Schedule 3.3		Sold Companies
Schedule 3.4		Subsidiaries of Sold Companies
Schedule 3.5(a)		Financial Statements of the Business
Schedule 3.6		Liabilities
Schedule 3.7		Conflicts and Necessary Approvals
Schedule 3.8		Non-Compliance with Law; Permits
Schedule 3.9		Litigation
Schedule 3.10		Absence of Certain Changes
Schedule 3.11		Tax Matters
Schedule 3.12(a)		Employee Benefit Plans
Schedule 3.12(b)		Detailed Description of Business Employees
Schedule 3.12(e)		Multiemployer Plans
Schedule 3.12(f)		Exceptions to Interim Operating Covenants
Schedule 3.12(h)		Plan Amendments
Schedule 3.12(k)		Acceleration of Benefits under Company Group Plans
Schedule 3.13(a)		Labor Relations
Schedule 3.14(a)		Intellectual Property
Schedule 3.14(b)		Licensed-in Intellectual Property
Schedule 3.14(c)		Loss of Intellectual Property Rights
Schedule 3.14(d)		Licensed-out Intellectual Property
Schedule 3.14(e)		Sufficiency, Validity and Non-infringement of Intellectual Property Rights
Schedule 3.14(f)		Intellectual Property Right-related Proceedings
Schedule 3.15(a)		Material Contracts
Schedule 3.15(b)		Enforceability and Breaches of Material Contracts
Schedule 3.16		Environmental Matters
Schedule 3.17		Insurance
Schedule 3.18(a)		Real Property
Schedule 3.18(b)		Title to Real Property
Schedule 3.18(c)		Condition of Real Property
Schedule 3.24		Product Recall

Schedule 4.3		Buyer Approvals and Consents
Schedule 5.9(c)(ii)		Repatriation and Relocation Programs
Schedule 5.9(d)(ii)		Seller’s Severance Plans
Schedule 5.9(f)(i)(A)		Transferred Defined Benefit Plans
Schedule 5.9(f)(i)(D)		Transferred Defined Benefit Plan Valuation Methodologies
Schedule 5.9(f)(ii)		Assumed Defined Benefit Plans
Schedule 5.9(f)(iii)		Non-Qualified Defined Benefit Plans
Schedule 5.9(g)(i)(A)		Transferred Defined Contribution Plans
Schedule 5.9(g)(ii)		Assumed Defined Contribution Plans
Schedule 5.9(g)(iii)		Non-Qualified Defined Contribution Plans
Schedule 5.9(h)(i)		Retiree Benefit Plans
Schedule 5.9(i)(i)		Transferred Welfare Plans
Schedule 5.9(i)(ii)		Assumed Welfare Plans
Schedule 5.9(j)		Agreements with Certain Transferred Employees
Schedule 5.9(m)(iii)		Calculation of International Pension Plan Amounts
Schedule 5.14(a)		Seller’s Guarantee Obligations
Schedule 5.23		Restructuring Methodology
Schedule 6.4		Required Governmental Consents

Exhibit A		Sellers and Buyers
Exhibit B		Manufacturing Supply Contracts
Exhibit C		Transition Services Agreement
Exhibit D		Trademark License Agreement
Exhibit E		Intellectual Property License Agreement
Exhibit F		Mocksville Lease

Defined Term		Section
Abandonment Notice		2.4(b)(v)
ABO		5.9(f)(i)(D)
Acquired Assets		2.1(b)
Acquired Contracts		2.1(b)(iv)
Affiliate		1.1
Agreement		1.1
AIM Calculation Statement		5.9(e)(i)
AIM Program		5.9(e)(i)
AIM Program Payment Amount		5.9(e)(i)
Asset Buyers		Preamble
Asset Sellers		Preamble
Asset Sellers’ Tax Returns		5.5(b)(i)
Assigned Intellectual Property		2.1(b)(iii)
Assignment and Assumption of Real Estate Leases		2.5(a)(v)
Assignment and Assumption of Patents		1.1
Assignment and Assumption of Trademarks		1.1
Assumed Defined Benefit Plans		5.9(f)(ii)
Assumed Defined Contribution Plans		5.9(g)(ii)
Assumed Welfare Plans		5.9(i)(ii)
Assumed Liabilities		2.2(b)
Audited Financial Statements		5.22
Balance Sheet		3.5(a)
Base Statement of Net Asset Value		1.1
Bills of Sale		2.5(a)(i)
Books and Records		1.1
Business		1.1
Business Day		1.1
Business Employee		1.1
Buyer Benefit Plan		5.9(q)(i)
Buyer Indemnified Persons		9.1(a)
Buyer International Pension Plan		5.9(m)(i)
Buyers		Preamble
Buyer’s Flexible Account Plan		5.9(k)
Buyer Parents		Preamble
Buyer Tax Act		5.6(a)
Buyer Tax Returns		5.5(b)(ii)
Cap		9.1(c)
Cash		1.1
CFC		5.5(c)(iv)
Clark Equipment Company		1.1
Clark Salaried Plan		5.9(g)(ii)
Closing		2.4(a)
Closing Agreements		2.5(d)

Closing Date		2.4(a)
Closing Date Cash		2.3(b)
Closing Receivables		5.19
Code		1.1
Company Material Adverse Effect		1.1
Company Group Plans		3.12(a)
Confidentiality Agreement		1.1
Consents		1.1
Contracts		2.1(b)(iv)
Control		1.1
CPA Firm		2.6(d)
Debt Commitment Letter		1.1
Deductible		9.1(b)
Deeds		2.5(a)(iv)
Deferred Items		2.4(b)(i)(A)
Deferred Transfer		2.4(b)(ii)
DOJ		5.3(b)
Election Forms		5.5(c)(i)
Encumbrance		1.1
Environmental, Safety and Health Claim		1.1
Environmental, Safety and Health Laws		1.1
Equipment		1.1
ERISA		1.1
ERISA Affiliate		1.1
Estimated Cash		2.3(b)
Excluded Assets		2.1(c)
Excluded Liabilities		2.2(c)
Final Statement of Net Asset Value		2.6(d)
Financial Statements		3.5(a)
Financing		1.1
Former Employee		1.1
FTC		5.3(b)
Governmental Antitrust Authority		1.1
Governmental Authority		1.1
Hazardous Materials		1.1
HSR Act		1.1
Income Tax		1.1
Indebtedness		1.1
Indemnifying Party		9.6
Indemnity Claim		9.4(a)
Initial Purchase Price		2.3(a)
Intellectual Property		1.1
Intellectual Property License Agreement		2.5(d)(iii)
Intercompany Payables and Receivables		5.16
International Pension Plan		5.9(m)
International Welfare Plan		5.9(n)

Inventory		1.1
Investments		1.1
IR		Preamble
IR Federal and Consolidated Income Taxes		1.1
IR Federal and Consolidated Income Tax Returns		1.1
IR Indemnified Persons		9.2
IR NJ		1.1
IRS		1.1
IR’s Flexible Account Plan		5.9(k)
Knowledge of the Sellers		1.1
Law		1.1
Leased Real Property		1.1
LESOP		5.9(g)(ii)
Licensed Intellectual Property		3.14(b)
Losses		1.1
Material Contracts		3.15(a)
Manufacturing Supply Contracts		1.1
Mocksville Lease		2.5(d)(v)
Modified GAAP		1.1
Net Asset Value		2.6(a)
Net Asset Value Base Amount		1.1
Net Asset Value Statement		2.6(a)
Non-Final Injunction		2.4(b)(i)(B)
Non-Qualified Defined Benefit Plans		5.9(f)(iii)
Non-Qualified Defined Contribution Plans		5.9(g)(iii)
Non-Transferring Employee		5.9(d)(i)
Non-U.S. Company Group Plans		3.12(a)
Objection		2.6(b)
Order		1.1
Other Competition Laws		1.1
Owned Real Property		1.1
Payments		2.4(b)(v)(B)
Payroll Tax Amount		5.9(e)(i)
Permits		3.8
Permitted Encumbrances		1.1
Person		1.1
Post-Closing Consents		5.4
Pre-Closing Period		1.1
Prime Rate		2.6(c)
Proceeding		3.9
Purchase Price		2.3(a)
Real Estate Leases		1.1
Real Property		1.1
Receipts		2.4(b)(v)(B)
Receivables		2.1(b)(ix)
Release		1.1

Remaining Net Asset Value Deficiency		2.6(e)
Remaining Net Asset Value Excess		2.6(e)
Rental Equipment		1.1
Restructurings		2.4(b)(i)(A)
Retiree Benefit Plans		5.9(h)(i)
Reverse Transition Services Agreement		1.1
Section 338 Allocation		5.5(c)(i)
Section 338 Companies		5.5(c)(i)
Section 338 Elections		5.5(c)(i)
Section 338 Purchase Price		5.5(c)(i)
Securities Act		4.8
Seller International Pension Plan		5.9(m)(i)
Sellers		Preamble
Sellers’ Tax Share		5.5(b)(ii)
Shared Distributor/Dealer Contracts		1.1
Sold Companies		Recitals
Sold Shares		Recitals
Stock Buyers		Preamble
Stock Sellers		Preamble
Straddle Period		5.5(b)(ii)
Subsidiaries		1.1
Tax or Taxes		1.1
Tax Benefit		9.4(a)
Tax Claim		5.7(a)
Tax Return		1.1
Taxing Authority		1.1
Termination Date		8.1(a)(v)
Title Representations		9.1(a)
Trademark License Agreement		2.5(d)(ii)
Transfer Amount		5.9(f)(i)(D)
Transfer Taxes		1.1
Transferred Defined Benefit Plans		5.9(f)(i)(A)
Transferred Defined Contribution Plans		5.9(g)(i)(A)
Transferred Welfare Plans		5.9(i)(i)
Transferred Employees		5.9(a)(v)
Transition Services Agreement		1.1
U.S. Company Group Plans		3.12(a)
U.S. GAAP		1.1


	INGERSOLL-RAND COMPANY LIMITED

	By:	/s/ Herbert L. Henkel
		Name: Herbert L. Henkel
		Title: Chairman, President and Chief Executive Officer


	DOOSAN INFRACORE CO., LTD.

	By:	/s/ Yong Sung Kim
		Name: Yong Sung Kim
		Title: President


	DOOSAN ENGINE CO., LTD.

	By:	/s/ Kyu Song Cho
		Name: Kyu Song Cho
		Title: President