PURCHASE AND SALE AGREEMENT BETWEEN COOPER INDUSTRIES, INC AND FEDERAL-MOGUL CORPORATION DATED AUGUST 17,1998 (a) If any third party shall notify the Indemnified Party with respect to any matter which may give rise to a claim for indemnification against the Indemnifying Party (or an Indemnified Party otherwise discovers such a third party claim), then the Indemnified Party shall promptly provide written notice of such matter to the Indemnifying Party describing the matter in reasonable detail; provided, however, a delay by the Indemnified Party in notifying the Indemnifying Party shall not relieve the Indemnifying Party from any liability hereunder unless (and then solely to the extent) the Indemnifying Party's position is actually prejudiced by such delay.

Section 12(b)(vi), as amended, defines "Applicable Environmental Law" as "any federal, state, local and foreign statute, code, act, ordinance, regulation, requirement, or administrative rule and any permit, license, authorization, consent, notice, order, writ, subpoena or decree issued pursuant thereto relating to or as applied to pollution control, environmental contamination or protection ofthe environment, m each case limited to the extent and scope of recovery available at any time on or prior to August 29,1990 " Id U 12(b) Paragraph 3 of the Second Amendment provides "The parties acknowledge that the environmental matters listed on Schedule 12(b)(vi) [thereto] are included within [Whitman's] indemnification obligations under Section 12(b)(vi) as amended " Id 36 Schedule 12(b)(vi), in turn, lists "Italian Environmental (Frendo) " Id U 37 The term "Italian Environmental (Frendo}" on Schedule 12(b)(vi) includes the landfills at the Orzinuovi plant See Abex/Pneumo Abex Admission No 56, Whitman Admission No 40 1989 Share Purchase Agreement *3 On January 2,1989, plaintiffRutgers and defendant Abex entered into a stock purchase agreement (the " 1989 Purchase Agreement"), under which a subsidiary of Rutgers, Frendo Sri, purchased the capital stock in Abex S r 1 (formerly Abex S p A), which owned and operated the Orzinuovi plant See First Am Compl, Ex A TFN3I Abex represented and warranted to Purchaser (Frendo Sri) and Parent (Rutgers) under section 3 1 7 of the 1989 Purchase Agreement that the Orzinuovi plant was not being conducted m violation of any applicable law, other than violations that did not have a material and adverse affect on the business or finances of the sold subsidiary, Abex S r 1 1FN4I See id 3 1 7 Section 7 3(a) of the agreement provides that, subject to section 7 1, Abex "will indemnify, defend and hold harmless," Rutgers and Frendo S r 1 with respect to "any and all claims, demands or suits (by any person or entity, including without limitation any Governmental Agency), losses or liabilities relating to, resulting from or arising out of any material breach by [Abex] of any of the representations, warranties or covenants of [Abex]" contained in the agreement Id 7 3(a) Section 7 1(a), in turn, contains a one-year limitation on Rutgers's (and Frendo's) ability to assert a breach of warranty claim and provides that "any claim for an alleged breach of representation or warranty which is not asserted by written notice given as herein provided which describes the basis for such claim with specificity may not be pursued "Id 1(a) fFN51 Page 3 FN3.

AFFIDAVIT STATE OF COLORADO COUNTY OF ADAMS ) ) ss. ) Plaintiffs' Exhibit BX 5065 Plaintiffs' Exhibit ABEX 5020 Plaintiffs' Exhibit MC 5004 Plaintiffs' Exhibit KEN 5102 I, Margaret J.

CORRESPONDENCE rablc excess sotilc-asbeslg opinions fe exposure.

PALMER ASPHALT COMPANY 196 WEST 5th STREET P.O.Box 58 BAYONNE, NEW JERSEY 07002 Telephone: [201] 339-0855 * FAX: [201J 339-832D March 2, 1993 Mr.

FRICTION MATERIALS STANDARDS INSTITUTE, INC. 588 MONROE TURNPIKE, MONROE, CT 06468 MINUTES OF THE AMNUAL MEMBERSHIP MEETING OF THE FRICTION MATERIALS STANDARDS INSTITUTE.

FRICTION MATERIALS STANDARDS INSTITUTE, 588 MONROE TURNPIKE, MONROE, CT 06468 AUTOMOTIVE DATA BOOK BULLETIN #4-961 January 31, 1997 ' FRONT SYSTEM REAR FMSI NO.

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AFFIDAVIT STATE OF COLORADO COUNTY OF JEFFERSON ) ) ss. ) I, Margaret J.

Page 1552 1 MR.

Page 2867 1 Q Are you being paid for your testimony here 2 today by Ford?