Document X7oqBzkLMxaokJVZMO3Qn0M0y

PURCHASE AND SALE AGREEMENT BETWEEN COOPER INDUSTRIES, INC AND FEDERAL-MOCUL CORPORATION DATED AUGUST 17, 1998 Fax to: (248)-354-8103 11.7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without giving effect to any choice or conflict of law provision or rule, except that the Federal Arbitration Act 9 U.S.C Sections 1-16 shall govern all questions relating to the arbitrability of any claim or dispute in connection with this Agreement including such claims or disputes relating to the purchase price adjustment pursuant to Section 2 hereof and to the enforcement ofthe arbitration provisions contained in Sections 2 and 12 hereof. 11.8. Amendments and Waivers. No amendment of any provision of this Agreement is valid unless the same shall be in writing and signed by all the parties hereto. No waiver by any party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to a prior or subsequent default, misrepresentation, or breach ofwarranty or covenant hereunder or affect in any way any rights arising by virtue of any such prior or subsequent occurrence. 11.9. Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability ofthe remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. 11.10. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring ary party by virtue of the authorship of any ofthe provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word "including" means including without limitation. Words (including defined -93-