Document q3krqKz1KGxKRmrrOaZQ7m77j

PURCHASE AND SALE AGREEMENT BETWEEN COOPER INDUSTRIES. INC AND FEDERAL-MOGUL CORPORATION DATED AUGUST 17, 1998 ASSISTANCE OF, COUNSEL IN THE CONDUCT OF SUCH DUE DILIGENCE, THE PREPARATION AND NEGOTIATION OF THIS AGREEMENT AND THE ANCILLARY DOCUMENTS, AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY. (b) SELLER HAS MADE AVAILABLE TO BUYER AND ITS REPRESENTATIVES CERTAIN INFORMATION AND RECORDS RELATING TO THE ASSETS OF THE "CHAMPION COMPANIES". IT IS UNDERSTOOD AND AGREED BY THE PARTIES THAT NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, HAS l BEEN MADE BY SELLER OR ITS AGENTS REGARDING THE ACCURACY OR COMPLETENESS OF ANY SUCH INFORMATION OR RECORDS, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY OF THE "OTHER AGREEMENTS", AND THAT SELLER WILL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO BUYER OR ANY OTHER `PERSON" RESULTING FROM THE DISTRIBUTION TO BUYER, OR BUYER'S USE, OF ANY SUCH INFORMATION OR RECORDS, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. FURTHERMORE, BUYER AGREES THAT ANY REPRESENTATIONS OR WARRANTIES MADE BY SELLER OR ITS AFFILIATES WITH RESPECT TO THE STOCK OF THE CHAMPION COMPANIES OR THE ASSETS OF THE CHAMPION COMPANIES BEING ACQUIRED BY BUYER OR ITS AFFILIATES BY VIRTUE OF THE ACQUISITION OF THE STOCK OF THE CHAMPION COMPANIES OR ASSETS OF THE CANADIAN DIVISION ARE SET FORTH IN THIS AGREEMENT AND THE OTHER AGREEMENTS, AND THAT EXCEPT AS SO SET FORTH, THERE IS NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 3.11 OF THIS AGREEMENT, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER TO THE BUYER REGARDING THE PRESENCE OR ABSENCE OF ANY HAZARDOUS SUBSTANCES, ASBESTOS CONTAINING MATERIALS, UNDERGROUND STORAGE TANKS OR PCBS IN, AT OR UNDER ANY OF THE ASSETS OF THE "CHAMPION COMPANIES" OR THE ACCURACY -43-