Document 5Lq2ZrXg5MOO21B7R352eMK3N

THIS ASSET PURCHASE AGREEMENT (the "Agreement"). dated as of November 21, 1994, is by and between PNEUMO ABEX CORPORATION, a corporation organized under the laws of Delaware {"Seller"), and WAGNER ELECTRIC CORPORATION, a corporation organized under the laws of Delaware ("Buyer"). Unless oth erwise defined herein, capitalized terms shall have the mean ings ascribed in Article I. WHEREAS, Seller wishes to sell and assign to Buyer, and Buyer wishes to purchase and assume from Seller, the Business and substantially all of the assets and liabilities of the Division, other than the Retained Assets and the Retained Liabilities, all upon the terms and subject to the conditions set forth herein. NOW THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements contained herein, and for other good and valuable consider ation, the receipt and sufficiency of which are hereby ac knowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows: ARTICLE I Definitions Section 1.1 Certain Definitions. As used in this Agreement, the following terms shall have the following re spective meanings: