Document BRy06nRBbZa4EjvXpZ18x4Qp4

FILE NAME: Mannington Mills (MM) DATE: 1981 Sept 28 DOC#: MM009 DOCUMENT DESCRIPTION: Memo RE Assets Purchase Agreement between GAF Corp. and Tarkett September 28, 1981 GAF Corporation 140 West 51 Street New York, N.Y. 10020 Re: Assets Purchase Agreement between GAF Corporation ("GAF") and Tarkett A.B ("Tarkett") dated as of September 2, 1981______________________________ Gentlemen: Section 17(c)(ii) of the above-captioned Agreement provides for indemnification with respect to certain claims of third parties based upon exposure or alleged exposure to toxic or harmful substances and conditions. The parties hereby agree to delete Section 17(c) (ii) in its entirety and to substitute in its place the following: "(ii) With respect to any loss or liability that Seller or Purchaser may incur arising out of or in connection with any claim of (or on behalf of the heirs, executors or beneficiaries of) any third party not an employee of Purchaser or Seller, which claim is based upon exposure or alleged exposure in connection with the Products, to toxic or harmful substances or conditions, Seller shall, notwithstanding any other pro visions of this Agreement to the contrary, bear the loss or liability and shall indemnify, defend and hold harmless Purchaser from all loss or liability (including reasonable attorney's fees) with respect to Products manufacturered by Seller and Purchaser shall, notwithstanding any other provision of this Agreement to the contrary,bear the less or liability and shall indemnify, defend and held harmless Seller, from all loss or liability (including reasonable attorney 1s .fees) with respect to Products manufactured by Purchaser." T - 001111 the warranties listed in Exhibit 32 hereto; (e) the collective bargaining agreements listed in Exhibit 33 hereto; (f) the obligations with respect to pensions -required to be assumed by Purchaser pursuant to Section 19 hereof; (g) the governmental 3Z 33 JJ permits and authorizations listed in Exhibit 36 hereto/ (h) the j In data processing agreements listed in Exhibit 37 hereto which Tb are specifically stated to be assigned and (i) other liabilities and obligations specifically assumed by Purchaser pursuant to this Agreement, an Exhibit hereto or any document delivered pursuant hereto. Seller shall be responsible for all liabilities and obligations which are not_ assumed by Purchaser or its nominee \/pursuant to this Agreement if they relate to the operations of the Business up to the Closing Date and, except as set forth in the preceding sentence, Purchaser shall be responsible for . all liabilities and obligations which are assumed by Purchaser or its nominee pursuant hereto if they relate to such operations on and after the Closing Date and all other obligations specifically assumed hereunder. Nothing herein shall be deemedj to require Purchaser to assume any obligation of Seller which | \\ y i s required to be disclosed in this Agreement or in an Exhibit hereto or any document delivered pursuant hereto if such obligation is not so disclosed. A . PURCHASE PRICE. (a) In consideration for the sale of the Assets T - 001113 pursuant to Section 2 and the consummation of the transactions contemplated hereby, Purchaser shall pay or cause to be paid to Seller (which shall receive for its own account and the Sr ' r account of its Subsidiaries pursuant hereto) the sum of - 1 >- \ { i K