Document 1gRb7LrDY34ypwEaKkyK8qqVm
AGHEcMSKT made this 9th day of iky, lSi>G, nixh
as of the dose of business on% April 30, 1958# between GttEHS-lLLlHOIS GLASS COLiPANIi an Ohio corporation, hereinafter called *0-I,M and OSEKS-
CORKIKG FIBEftGIAS CORPORATION, a'Delaware corporation, hereinafter
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called "0CF.* .
:
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In consideration of the mutual promises herein contained, the
parties agree as follows:
.
*1, O-I hereby sells to OCF certain of the properties, herein
after more particularly described, of the Kaylo Division of C-I on the
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following teres and conditions. .
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2. The tera "Products* wherever it appears in this Agreement
means hydrous calcium silicate products of the type heretofore canu- ..
factured by O-I at Berlin, New Jersey, and commonly referred to as
"Kaylo.* OCF hereby-purchases the inventories, of ran aaterials for the
production of Products, Products in process of manufacture, finished
Products in warehouse,* and the manufacturing supplies and.repair parts
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.
at the Kaylo plant at Berlin, Hew Jersey, all as of the close of '
business on April 30, 1958, for an aggregate consideration of $633,66l.lil,
which 0C? agrees to pay in Toledo funds upon the execution of this Agree
ment.
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3* OCF hereby purchases all trademarks relating exclusively to
Kaylo owned by O-I, including trademarks set forth on the attached '
; Schedule A, for an aggregate consideration of 517,500.00, which OCF
agrees to pay in Toledo funds upon the execution hereof.
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b. OCF hereby purchases as of the close of business on
.April 30, 1958, the land, buildings, machinery and equipment, including*.
* '''VW
*.->y
;T WVv:
--2--
i*:: ur.d?r ccns;r*isti;.*r., office furr.ivare, fixtures end equipjsunt and auto.Xvt.ive equipment, all located at Serlin, flew Jersey; equipm-cnt
at other locations used solely for testing Products or research in con nection therewith, for an aggregate consideration of $3,600,000,00,
which OCF agrees to pay in Toledo funds upon the execution hereof.
5^*
OCF hereby purchases all inventions, patents and patent
applications, both domestic and foreign, owned by 0-1 at the dose of
business on April 30, 1558, defining Products, or processes or apparatus
for the manufacture thereof, including but not limited to the patents
and applications listed-on the attached Schedule B, fqr an aggregate -
,
*
consideration of $2,650,000.00, which OCF agrees to pay in Toledo funds
upon the execution hereof.
*
! 6- 0-1 hereby assigns to OCF all of the executory contracts
as of iitay 1, 1553, of the Kaylo Division, including those for the pur
chase cr sale of goods, materials, equipment, supplies and capital assets, agreements with labor unions,- consultant agreements and all other con tracts having to do with the conduct of its business (excepting, however,
accounts receivable, arising from goods supplied, services rendered or
other transactions prior to May 1, 1558) and OCF agrees to perform and
discharge all executory obligations under such contracts (excepting,
however, any obligation for goods supplied or services rendered prior to that date, these obligations remaining the responsibility of Q-I and ex
cepting the obligation, if any, of 0-1 to pay compensation to any
salaried employee of its Kaylo Division by reason of the termination of
his employment by 0-1), and will save 0-1 harmless from any^and all
claims of any third person or persons for any breach, after assignment
thereof, of any agreement so assigned, O-I will save OCF harmless from
any and all claims for any breach, prior to assignment thereof, of any
agreement so assigned, and fdr the breach of all warranties, and agree
ments relating to goods delivered prior to May 1, 1958.
?, O-I will permit OCF to have such access as OCF.may desire
to the books, records, contracts, orders, files and properties of the
Kaylo Division,, and as promptly as practicable O-I will deliver to OCF
all books, records, contracts, orders and files of the Kaylo Division, -
except1 such as 0-1 desires to retain, and as to these, 0-1 will make and
deliver to OCF copies of argr OCF desires.
8. 0-1 will turn over to OCF as, promptly as practicable the
files and records relating to all domestic and foreign patents, applica-
<
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tions and inventions transferred to OCF, 0-1 will cooperate in making
available other pertinent files and records, and 0-1 will cooperate in
assisting OCF to prosecute pending applications and to file and prosecute
additional applications on inventions transferred as OCF may elect* * *
9. O-I will deliver to OCF as promptly as practicable all
deeds, bills of sale, assignments, and any other documents that are
necessary or advisable to carry out the purposes of this Agreement,
titles to be conveyed by O-I hereunder shall be free, clear and unen
cumbered, except for the lien of taxes and assessments not due and pay
able on May 1, 1958, and except for defects in title to real estate which
do not and will not substantially interfere with the use of real estate
for the purpose for which it is presently used, and transfers thereof
shall be made by deeds and bills of sale of general warranty, .accompanied\ by appropriate abstract, report of title or title insurance policy showing
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real estate titles to be good and merchantable in 0-1, free, dear and
unencumbered except as aforesaid. 0-1 makes no representation or
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warranty whatsoever, except as *to title, as to personal property sold to
OCF, nor as to the validity or scope of any patent or patent application,
nor as to the rights OCF will acquire under any trademark or trade name.
All documents contemplated hereby and all necessary corporate, action
shall be subject to the reasonable approval of espective counsel. 0-1
and OCF will each pay its own expenses in connection with the transaction
herein, contemplated. .
1 10. The possession, use and disposition by 0-X of the assets
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sold to OCF from the* close of business on April 30, 1958, until the
consummation of the sale herein contemplated shall be at the risk, and
for the account, of OCF; 0-X will account to OCF for any excess of Its
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receipts therefrom over its disbursements in connection therewith* or
OCF trill reimburse 0-1 for any excess of such disbursements over such
receipts, as the case may be, as promptly as the balance can be
.
determined.
11. Any controversy or dispute arising out of this Agreement
shall be settled by arbitration conducted in accordance with the rules,
in effect at the time the controversy or dispute arises, of the American
Arbitration Association.
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12. This Agreement shall be governed and construed in accord
ance with the laws of the State of Ohio applicable to contracts' made
and to be performed in the State of Ohio.
13. The several rights and obligations hereunder shall ex
tend to and be binding on 0-1, OCF and their respective successors and,
assigns, but no third person, except for such successors end assigns.
shall have or acquire any right hereunder.
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IN WITNESS Y.H2RE0F, the parties have executed this `Agreement
and affixed their corporate seals by their duly authorized officers on '
the
day
and
year
first
above
wri.tten.
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0CEU5-ILLIK0I5 GUSS COLCPANT
2B2SKSI A I2S? 3? t5fi3S-^A5S3
5!ra'3g^5(syi
3aylo
r^rio
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639,223
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Great SritaSi 750,-23
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12/31/55
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latest Ifo.
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2,547,127
2,370,335
2,574,667 2,5,S35
2,745,CC3
2,7S7,3^5 2.723.304
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Pialsy 774^1 <ry
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