Document aJ8xXvjdz7OGM1EBMooYJzkyb

as of the close of business on April 30, 1953, between ff./ENS-ILLIKQIS GLASS COMPANY, an Ohio corporation, hereinafter called "O-I," and GV.Ei.'S- CORNING FIBERGLAS CORPORATION, a Delaware corporation, hereinafter called "OCF." In consideration of the mutual promises herein contained, the parties agree as follows: 1. O-I hereby sells to CCF certain of the properties, herein after more particularly described, cf tne Kaylo Division of C-I on the following terms and conditions. . 2. The term "Products" wherever it appears in this Agreement- means hydrous calcium silicate products of the type heretofore manu factured by 0-1 at Berlin, New Jersey, and commonly referred to as "Kaylo." OCF hereby purchases the inventories of raw .mterisis for t:.e production of Products, Predicts ir. process of manufacture, finished Products in warehouse, and the manufacturing supplies and repair parts at the Kaylo plant at Berlin, lev/ Jersey, all as of the close of business on April 30, 1958, for an aggregate consideration of o633j661.il, which OCF agrees to pay in Toledo funds upon the execution of this Agree ment. 3. OCF hereby purchases all trademarks relating exclusively to Kaylo ov/ned by O-I, including trademarks set forth on the attached Schedule A, for an aggregate consideration cf 617,500.00, which CCF agrees to pay in Toledo funds upon the execution hereof. h. OCF hereby purchases s cf the close of business on April 30, 1953, the land, buildings, machinery and equipment, including 2- facilities under construction, office furniture, fixtures and equipment and automotive equipment, all located at Berlin, New Jersey; equipment at other locations used solely for testing Products or research in con nection therewith, for an aggregate consideration of $3,6CO,OOC.OC, 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 close of business on April 30, 1953, 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, for an aggregate consideration of 12,650,000.00, which OCF agrees to pay in Toledo funds upon the execution hereof. ' 6. O-I hereby assigns to OCF all of the executory contracts as of niay 1, 1953, of the Kaylo Division, including those for the pur chase or 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 :.iay 1, 1953) and QCr 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 0-1 and ex cepting the obligation, if any, of C-I to pay compensation to any salaried employee of its Kaylo Division by reason of the termination of his employment by 0-1), and will sa*.e C-I harmless from any and all claims of any third person or persons for any breach, after assignment -3thereof, 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 for the breach of all warranties and agree ments relating to goods delivered prior to toy 1, 1958. 7. 0-1 will permit CCr 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, except such as O-I desires to retain, and as to these, O-I v/ill cake and deliver to OCF copies of ary OCF desires. 8. O-I will turn over to OCF as promptly as practicable the files and records relating to all domestic and foreign patents, applica tions and inventions transferred to CCr. 0-1 will cooperate in making available other pertinent files and records, and 0-1 will cooperate in assisting CC? to prosecute pending applications and to file ar.d 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. All 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 toy 1, 1958, and except for defects in title to real estate v/hich 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 cf sale of general warranty, accompanied by appropriate abstract, report of title or title insurance policy showing -1,- real estate titles to be good and merchantable in 0-1, Tree, clear and unencumbered except as aforesaid. 0-1 makes no representation or 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 CCF 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 respective counsel. 0-1 and OCF will each pay its own expenses in connection with the transaction herein contemplated. 10. The possession, use and disposition by 0-1 of the assets sold to OCF from the close of business on April 30, 1936, until the consummation of the sale herein contemplated shall be at the risk, and for the account, of OCF; 0-1 will account to OCF for any excess of its receipts therefrom over its disbursements in connection therewith or OCF will reimburse Q-I 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. 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 tneir respective successors and 5\ - - assigns, out no tnird person, except for such successors and assigns, shall have or acquire any right hereunder. IN WITNESS V,HEREOF, the parties have executed this Agreement and affixed their corporate seals by their duly authorized officers on the cay and year first above written. aVENS-ILLINOIS GL^SS CC-O'AJ.T By. Cl^/VLg <J President Secretary*