Document JJ6XnOwwLGnoQv15KeYVdXgqv
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I JGRSEHENT SF WBCHAffS
THIS JCRESlENT, Bade this 30th day of June, 1962, by and between
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.FITTSSUfOH CCRKlfC CCRKEATICN, Pennsylvania corporation, with a principal
offlsa and placa of businaa* in Pittsburgh, Pannaylvania (hartlnaftar callad
BT), and UNION /SBESTC6 l RUBSSI COMPANY, an Illinois corporation, with a
principal offlea and placa of business in Chicago, Illinois (hartlnaftar
a
called -UNION*}t
VElESSETHt
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VHESEAS, UNION owns sad operates a plant scar T$rir, Ssitb County,
Taw, for the production of an asbestos type high tasperatee insulation
prodae. -*ith filler; and
VESSAS, JC does act aasufacture a high taapamtura insulation product aad therefore la Tumble to ooapata in that prodact aarketj aad
VE3&AS, TJ5XOI desires to sail to XC Its plant aad facilities for the manfactesre of aueh product aad XC deairaa to purchase such plant aad faeilitiaa to aaahla it to aatar into the high taapontura insulation mrJcrt*
SOi9 IKStyCHS, in oocsidemticn of tbo precises and tha nrtual covenants heralasftar ecntaiaod, tha psrtiaa hereto, with latest to fca legally houad, hereby agree aa follow:
THIS DOCUMENT WAS NOT A RECORD OF PPG INDUSTRIES, INC. DID NOT COME FROM IT'S FILES AND CANNOT BE AUTHENTICATED BY PPG INDUSTRIES, INC.
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- * -THIS DOCUMENT WAS NOT A RECORD OF PPG INDUSTRIES, INC. DID NOT COME FROM IT'S FILES AND CANNOT BE AUt'.-iENTiCATED
BY PPG INDUSTRIES* INC*
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In' .
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I C & 5 ^ 11-- l l * v i f; rrG FILES
ARTICIS I. PETIDfTTTCTS
1. *5*7 product" thill bns e product aaaufaetured fton caoelta
asbestos fiber, dietoaaeeous earth, coding eilicate, cad minor other
ingredients, which i* used for high teeperuturo insulation,
y taown
cad seriated by UHI as *Enibestoe* pipe cad block l&sulatica.
2* *5*7 product basiaccc" chcll include acaufsctaplag, processing, use cad tele of tbs 5*7 product.
3. *Tylcr pleat" chcll aua ell of USICC's pleat, buildings, ctructurcc cad other eXeaonta of reel property ot or near lylar, Snith County, Teas, whey* OTICE saasfaetures the S-T.product. `
4* "Blocrdagtqt pleat* ebell seen XZZTXCZfv pleat et or aeer Blooaiagtoa, Zlliaoie, where tJSZCB bee eerteia fecilitiea for the seaufaetare of the 5*7 product.
JUCTffi g. HtOPSRTY TO BS S0I3 BY TOT 70 PS
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I 1* TOT ebell cell cad 1C ebell buy ell that reel property, caasistiag
of lead ead building* eitaated et or aeer lyier, Snith County, Teas, bounded
ead described la TOICB'e title gaanatee poliey issued by Stewert Title
Qana-^r Cccpiay, e copy of which description is etteebed hereto es ftdulbit 4
ead aede, e pert hereof, subject, however to the followlag:
. (e) Texes far the current year wbleh ebell be prorated et the
tine of elesiag.
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(b) heed, United States of Aserica to Owea Developneat Co. dated
9or. 4, 1947, reeorded la ToL* 594, peg* 112, Seed Seesrds
of Snith County, Texas la which eerteia utility
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4 fleeUltice wen
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THIS DOCUMENT WAS NOT A RECORD OF PPG INDUSTRIES, INC. DID NOT COME FROM IT'S FILES AND CANNOT BE AUTHENTICATED . BY PPG INDUSTRIES, INC.
(e) Deed, Plaited States of America to Owen Deeelopneat Co.
dated April 23, 1943, recorded ia Yd. 594, page 319,
mid deed record* --> reeermticn of fissionable mterials,
utili^ operating agreaaeat cad reaerraticc of certaia
utility easeaeats cad facilities.
(d) Sight of my, Owen Developoent Co. to Texas Saver & light
Co. doted I%y 25, 1943, recorded ia Yd. 596, page 367,
mid deed record*.
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Co) Sight of my. Owes Derelopoeat Co. to St. Loci* Southaesteia
Bailuay Co. of Texas, dated Deoeaber 15, 1947, recorded
ia Yd. 5S3, page 222, aaid deed records.
(f) Deed, Oma Developseat Co. to Stex JTod. Gas Co. dated
;.Tf lag. 7, 1943, recorded la Yd, 600, page 263, said deed
V? ,, records - gas fTeachisej use of betaae, propane or other
private gas systems restricted.
; (g) Sigjht of my, J. V. Ssaa et c to Boostca Oil Cnrpery of
Terns, dated Ifcreh 4, 1931, recorded ia Yd. 251, page 88,
eaid deed reoocde.
. (h) Bight of my, JV C. Bale to Texas Tower ft Light Co. dated
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Becetb*er
30,
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3942,'
recorded
la Yd.
443,
page
93,
eaid
- deed records.
Cl) Sight of my, 2. C. Hale to Slaelair Prairie Oil Co.
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r- - dated April 7, 1943, recorded ia Yd* 461, page 461, aaid
v' . . .
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deed records.
v 0) Sight of my, J. C. Bale to Southwestern States Telorbcne
\ Co. dated April 21, 1943, recorded ia Yd. 461, pure 274,
aaid deed records.
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THIS DOCUMENT WAS NOT A RECORD OF PPG INDUSTRIES, INC. DID NOT COME FROM IT'S FILES AND CANNOT BE AUTHENTICATED BY PPG INDUSTRIES, INC.
(k) Deed, United States of teeriea to Omm Development Co. dated September 26t 1947, recorded In Vol. 576, page 391, said deed records -- reservation of certain utility easements and facilitiesi
(l) Deed, Cfcren Developnent Co. to Union Asbestos and Rubber Co. dated July 23, 1954, filed July 24, 1954 -- reservation of certain utility easements and facilities)
(a) Deed, dated July 22, 1954, from Cal-Textile Manufacturing Company to Union Asbestos & Rubber Company, which is recorded In Vol. 773, page 79, of said deed records,
together wi& and laeluding the plant, tasks, and other faclUtloa asd appurtenances thereto. The abort described real estate is to be conveyed subject also to restrictive covenants affecting the property and any discrepancies, conflicts or shortages is area or boundary lines, or say encroeehaesta or any overlapping of ieproveaeata which a correct survey would show, provided, however, that the ease do not affect the existing iaproveoeata or restrict, interfere with cr lisdt in esy manner the existing or cogtiaaed use of said property for the purposes for which it is new being
THUDS shall also sell and transfer to IC'cll perecall property Including equipment, eachinary (including idle-and salvaged equipment), vehicles,
fixtures, furniture end ell other items pertaining to UHICS?** business
end operations at tha Tyler plant, and all of the equipment, oaehinery
end other property pertaining to TOUGH** S-T product business and operations at TJHIors Blooaincton plant'which Is specifically listed in Rider A
attached hereto and made a part hereof.
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All of the foregoing reel and personal property (wherever located) *-- e
TH1S Sstoes in^wdnot comTfrom
RLES and cannot be authenticated
2. it the cicala^, TOICE shall ccetrey to BB the real property described la paragraph, 1 above by deed of general wrraaty oocveyiag good aad marketable titla la fae alapis to said premise* free aad clear of ail lias* sad eaeuahnaees, except as stated la paragraph 1 above, tba title to vhieb shall be insured la !CT* aaaa but at TOICH's expense la aa asoccat of not lass than $60,000 by Steuart Titla Quaraaty Ccepaay. Tba .aforementioned deed shall bear tba federal sad state documentary tax staapa required to be affixed thereto (the cost of which shall be borne- by UHICH). *At the eloalag, TJNICH Kill also deliver possessioa of such premises to JC; aad all real estate taxes, assessments 'sad utility charges, If say, shall be prerated as of tbs eloslag
N date* In addition, at the eloslag, UEICW will transfer, set over aad deliver to 1C by general ccsrveyanoe aad good and sufficient bill of sale, la the forae ' as attached hereto as Sxhlbita B ft C, all of the B-T product property to the extent not conveyed by the aforesaid general warranty deed* To the bill of sals rmrlag the property At Bloomington there will be attached an inventory comprising a listing of items Identical to that la Bider 1 hereto* 1C vlll be entitled to take possession cf all of the B-T product property at tho eloslag* CBiasr wemats that, except as may bo stated la paragraph 1 above, it has a good aad Marketable title to all the B-T product property, free aad clear of all liens aad eccuahrsaoea* U3X3T further warrants that such deed of caaveyaace aad bill of sale nil1 effect the conveyance aad transfer to 1C of a good aad marketable title to all of the above described B-T product property*
3* The closing date for the purchase and sale of the real and personal property to be conveyed and transferred hereunder shall be July 2, 1962 and
** ^*11 he as of June 30, 1962, and shall take place at a place ehi -** *v h* lawfully ApproprlAt* for well closing ta b* dtsicnstsd by UNION.
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THIS DOCUMENT WAS NOT A RECORD OF
PPG INDUSTRIES, INC. DID NOT COME FROM
IT'S FILES AND CANNOT BE AUTHENTICATED
BY PPG INDUSTRIES, INC.
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4, Pxeaptly after the doting, UNION shall, under the supervision
of PC's designated representatives, have all of the H-T product property
(or sueh of It that IC shall designate to UNION) located at the Blockington
plant dismantled, packed and shipped at such time and to such place or
places as PC shall specify, at PC*a expense and prior to October 15, 1962.
If FC has made no designation by such date, UNION shall have the right to
dispose of sueh property as It tees fit for UNION' own account*
5* Za accordance with the provisions of Article IV below, within a
reasonably prenpt time aftar the dosing date hereunder, UNION shall tell
and PC shall buy UNION* s H-T product inventory, nhesever located, except
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such raw amesite asbestos fiber as UNICN aay request to bo withhold, pertain- _
ing to UNION'S manufacture and sal# of tho H-T product*
ARTICLE XXX* PAYMENT BY FC TO UNION FOB
WEAL PROPERTY. PLANT AND FACILITIBS
IC shall pay UNICN on tho dosing data, July 2, 1962, tho ita of
1*750,000 by certified or cashier's check, representing the purchase price
of tho H-T product property*
ARTICLE TV. FC'S FUWCH/6S OF INVENTORY
1. On Juno 28, 1962, UNICN will eauso, or has eausod, its plants to be shut down for tho purpose of taking a complete physical inventory of all raw material, shipping supplies, work-in-process, factory and operating supplies, and finished goods, wherever located, then maintained by UNICN pertaining to its manufacture and sale of the. H-T product both at th Tyltr
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and Bloomington plant*. UNION shall giv*( or has given, PC timely noties of
th taking of such physical inventory and PC shall have th* right to have
present, or has had present, at th taking thereof certified public accountants
and other representatives to audit and verify th* adequacy and accuracy of
such inventory. Said Inventories eill promptly bo, or have been, reviewed
and those raw materials (certain amoslts asbestos fibers) which UNION desires
to retain, and those finished goods which in PC's determination are obsolete
or damaged will be deleted from the Inventory list and the remaining items
priced out at the following established values. Th* valuation principle
of lower of cost or market shall be used to establish values for raw material
and work-in-process (and only th* raw material constituent of aprk-in-process
will be considered for th* purpose of valuing work-in-process). Finished
stock will be valued at th* average of Tyler plant cost of production for
Kerch, April and Uay, 1962. It is understood that UNION will leave, or shall
have loft, for PC a sufficient supply of raw materials to allow production to
proceed at th* Tyler plant for at least a four month period under normal usage.
At or promptly after th* closing, UNION will transfer, set over and deliver to
PC by good and sufficient bill of sal* all of such inventory. UNION warrants
it has a good and marketable title to all of such inventory free and dear of
all lions and encumbrances. UNION further warrants that all such inventory is
in usable and marketable condition. UNION further warrants that sueh bill of *
sale will effect th* transfer to PC of a good and marketable title to all such
inventory free and dear of all lions and encumbrances. PC will be entitled
to tako possession of sueh inventory at th* dosing and in that connection
UNION shall promptly deliver such Inventory to sueh pise* as PC shall direct.
THIS DOCUMENT WAS NOT A RECORD OF ,PPG INDUSTRIES, INC. DID NOT COME FROM IT'S FILES AND CANNOT BE AUTHENTICATED BY PPG INDUSTRIES, INC.
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