Purchase and Sale Agreement, dated as of August 24, 2020, by and among Fitesa Nao Tecidos S.A., Fitesa US LLC, Miramar Participaes Ltda, Tredegar Corporation, Tredegar Far East Corporation, Tredegar Film Products (Latin America), Inc., Tredegar Investments, LLC and Fitesa S.A

6.6         Litigation.  There are no Actions before or by any Governmental Authority (and, to the Knowledge of Buyers, no such Action has been threatened) against or affecting any Buyer that would reasonably be expected to affect adversely or restrict the ability of any Buyer to enter into and perform its obligations under this Agreement or any other agreement contemplated hereby to which such Buyer is a party.  No Buyer is subject to any outstanding Order that prohibits or otherwise restricts in any material respect the ability of such Buyer to consummate fully the transactions contemplated hereby.

6.7        Investment Intent.  Each Buyer is acquiring the applicable Interests for its own account with the present intention of holding such securities for investment purposes and not with a view to, or for sale in connection with, any distribution of such securities in violation of any federal or state securities Law.

6.8       Buyers’ Brokers.  Except as set forth on Schedule 6.8, there are no claims for brokerage fees, costs and expenses, commissions, finders’ fees, costs and expenses, financial advisory fees, costs and expenses or similar compensation in connection with the transactions contemplated by this Agreement based on any Contract made by Buyers or any of their Affiliates.

6.9          Solvency; No Fraudulent Conveyance.  Immediately following Closing, the Target Companies and the Target Subsidiaries will be solvent for all purposes under federal bankruptcy and applicable state fraudulent transfer and fraudulent conveyance Laws, and the transactions contemplated hereby do not constitute fraudulent transfers or fraudulent conveyances under such Laws.

6.10     R&W Policy.  Concurrently with the execution and delivery of this Agreement, Buyers have delivered to Sellers’ Representative a duly executed binder agreement (the “Binder Agreement”) by and between Buyers and AIG Specialty Insurance Company, an Illinois corporation, with respect to the delivery of an insurance policy with respect to the representations and warranties of Sellers under this Agreement (the “R&W Policy”) at the Closing, which Binder Agreement shall not be amended in a manner that adversely affects Sellers without the prior written consent of Sellers’ Representative (such consent not to be unreasonably withheld, conditioned or delayed); provided, that the parties hereto agree that any version of the R&W Policy and Binder Agreement delivered to Sellers’ Representative shall not include Annex A or Annex B referenced therein.  Buyers and its Affiliates shall not amend, waive, or otherwise modify the subrogation provision under the R&W Policy in any manner that would allow the insurer thereunder to subrogate or otherwise make or bring any action against the Sellers (other than any claim for Fraud of any Seller). The policy provider of the R&W Policy has agreed that the R&W Policy will expressly provide that the policy provider shall not have the right to, and will not, pursue any subrogation rights or contribution rights or any other claims against any Seller or any of the Sellers’ Parties in connection with any claim made by any Buyers’ Indemnified Party thereunder, other than for Fraud, and that such provision of the insurance policy may not be amended without the prior written consent of Sellers’ Representative.  Sellers shall pay, cause to be paid or reimburse Buyers for all costs and expenses related to the R&W Policy, including the total premium, underwriting costs, brokerage commissions, and other fees and expenses of such policy, provided that such amounts shall be without duplication to those otherwise included in Transaction Expenses.

6.11       Other Transactions.  Neither Buyers’ Parent nor any of its Affiliates is bound by a definitive agreement with any Person, or is engaged in negotiations with any Person (other than Sellers’ Parent and its Affiliates), to enter into a definitive agreement for an acquisition, by merger, consolidation, purchase of assets or equity or otherwise, the consummation of which would reasonably be expected to: (a) impose any delay in the obtaining of, or increase the risk of not obtaining, any consents of any Governmental Authority necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period; (b) increase the risk of any Governmental Authority seeking or entering an order prohibiting the consummation of the transactions contemplated by this Agreement; (c) increase the risk of not being able to remove any such order on appeal or otherwise; or (d) delay or prevent the consummation of the transactions contemplated by this Agreement

6.12       Acknowledgment.  Each Buyer acknowledges that it is a sophisticated purchaser of businesses and has been given sufficient access to information with respect to the Target Companies and the Target Subsidiaries.  Buyers have been represented by independent legal counsel in connection with the transactions contemplated by this Agreement, understand the assumptions of risk and liability set forth in this Agreement and understand they will not have any recourse whatsoever against the Target Companies or Sellers’ Parties except as expressly set forth in this Agreement.  Buyers hereby acknowledge and agree that they have conducted and completed their own investigation, analysis and evaluation of the Target Companies, the Target Subsidiaries and the Interests, that they have made all such reviews and inspections of the financial condition, business, results of operations, properties, assets and prospects of the Target Companies and the Target Subsidiaries as they have deemed necessary or appropriate, that they have had the opportunity to request all information they have deemed relevant to the foregoing from Sellers and the Target Companies and have received responses they deem adequate and sufficient to all such requests for information, and that in making their decision to enter into this Agreement and to consummate the transactions contemplated hereby, they have relied upon their own investigation, analysis and evaluation of the Target Companies and the Target Subsidiaries and the Interests and are not relying in any way on any representations and warranties, including any implied warranties, made by or on behalf of the Target Companies, the Target Subsidiaries or Sellers other than the representations and warranties expressly made by Sellers in Articles IV and V, nor are they relying on any estimates, projections, forecasts or forward-looking statements made available by or on behalf of Sellers and their Affiliates (including the Target Companies and Target Subsidiaries).  Buyers further agree, for themselves and the other Buyers’ Indemnified Parties, that none of the Sellers nor any other Sellers’ Parties nor any other Person will have or be subject to any liability to any Buyers’ Indemnified Party or any other Person resulting from the distribution to Buyers or any other Buyers’ Indemnified Party, or any Buyer’s use of, any such information, including any information, document or material made available to Buyers or any other Buyers’ Indemnified Party in certain “data rooms,” written or oral responses to due diligence questions and requests, management presentations, the confidential information memorandum, or any other form in expectation of the transactions contemplated by this Agreement, including liability related to the completeness or accuracy of any such information.

7.1         Conduct of Business of the Target Companies; Notices of Certain Developments.

(a)          Except (1) as set forth on Schedule 7.1(a); (2) as set forth in Exhibit B in connection with the Reorganization Completion; (3) with respect to Non-Continuing Employees; (4) as provided in this Agreement (including as contemplated by Section 7.1(b)); (5) as may be reasonably necessary to comply with applicable Law or sanctioned response of a Governmental Authority as a result of the outbreak of the novel corona virus (and any resulting COVID-19 or related sickness); or (6) as consented to in writing by Buyers’ Parent (which consent will not be unreasonably conditioned, withheld or delayed), from the date hereof until Closing, Sellers shall, and shall cause the Target Companies and the Target Subsidiaries, to conduct their respective business substantially in accordance with all applicable Laws in all material respects and in the ordinary course of business, consistent with past practice, except with respect to the activities described under the heading “Non-Ordinary Course Exceptions” on Schedule 7.1(a), and not to take any of the following actions:

(i)           amend the Organizational Documents of any Target Company or any of the Target Subsidiaries (whether by merger, consolidation or otherwise);

(ii)        amend any term of, split, combine or reclassify any Capital Stock of any Target Company or any of the Target Subsidiaries (whether by merger, consolidation or otherwise);

(iii)         redeem, repurchase or otherwise acquire any Capital Stock of any Target Company or any of the Target Subsidiaries (whether by merger, consolidation or otherwise);

(iv)         deliver, sell, create any interest in or otherwise dispose of any Capital Stock of any Target Company or any of the Target Subsidiaries (whether by merger, consolidation or otherwise);

(v)         cancel or waive any claims or rights of material value other than in the ordinary course of business consistent with past practice;

(vi)         change any methods of accounting, except in the ordinary course of business consistent with past practice or as may be required by Law or changes in GAAP;

(vii)       make any new or change any material Tax election, amend any material Tax Return, settle or compromise any administrative or judicial proceeding related to Taxes, surrender a claim to a Tax refund or credit or consent to any extension or waiver of a limitation period for the assessment or assertion of any Tax;

(viii)       make any capital investment in, or any loan to, or any acquisition of the securities of, any other Person, or acquire all or a substantial portion of the assets of any other Person;

(ix)        except to the extent required by applicable Law, pay or provide to any current or former Target Service Provider any compensation or benefit, other than (A) the continued payment of base compensation, and (B) the continued provision of existing benefits and compensation arrangements under the Benefit Plans set forth on Schedules 5.17(a)(i) and 5.17(b)(i), in each case, in the ordinary course of business consistent with past practice;

(x)         grant any equity, equity-based, incentive or similar awards or make any increase in the salaries, bonuses or other compensation or benefits payable to any current or former Target Service Provider, except in the ordinary course of business, consistent with past practice;

(xi)         terminate any Target Company Plan or amend or modify any Target Company Plan other than as required by its terms or applicable Law,

(xii)        establish, adopt or enter into any benefit or compensation plan, program, policy or arrangement that would be a Target Company Plan if it were in existence as of the date hereof;

(xiii)       accelerate the time of payment, vesting or funding of any compensation or benefits to any Target Service Provider under any Benefit Plan or otherwise;

(xiv)      hire or engage any employee or other individual service providers or, except in the ordinary course of business, consistent with past practice, terminate the employment or engagement of any Target Service Provider, in each case, whose base annual compensation (exclusive of bonus and commission) is in excess of $50,000;

(xv)        enter into, extend, terminate, or modify any collective bargaining agreement or other Contract with any labor union, labor organization, works council or other employee representative body, or recognize any labor union or labor organization as the bargaining representative for the employees of any Target Company;

(xvi)       implement any employee layoffs that would require notification under the WARN Act; or

(xvii)      agree to do any of the foregoing.

(b)          Prior to Closing, Sellers will terminate, or will cause the termination of, all Sellers’ Affiliate Contracts except as otherwise provided for in the Transition Services Agreement or as otherwise agreed to by Buyers’ Parent and Sellers’ Representative.

(c)          From the date hereof through Closing, Sellers’ Representative will provide prompt written notice to Buyers’ Parent if and when any of the following becomes Known to Sellers:

(i)          a representation and warranty made by Sellers in this Agreement was not true when made;

(ii)          the occurrence of any event or the existence of any circumstance that would be reasonably likely to cause any representation or warranty of Sellers contained in this Agreement to be inaccurate at such time; or

(iii)       the occurrence of any other event that would make the satisfaction of the conditions in Article VIII impossible or unlikely;

provided, however, that a notice given under this Section 7.1(c) will not of itself serve to qualify any representation or warranty of Sellers in this Agreement or in any certificate delivered pursuant to this Agreement or update any Schedule delivered by Sellers; provided, further, that Buyers acknowledge and agree that Sellers’ Representative’s provision of any such notice after the date hereof and before Closing will not constitute an admission by Sellers of a breach of any representation or warranty made by them herein, that any item disclosed in such notice would have been required to be disclosed on the Schedules delivered by Sellers as the date hereof if it had been known or had occurred on or prior to the date hereof (including whether its value is higher or lower than the values set forth any Schedule or whether it is material or threatened item), or whether such  disclosure is within or outside of the ordinary course of business for purposes of this Agreement.

7.2         Access to Information.

(a)         From the date of this Agreement until the earlier of Closing or the termination of this Agreement in accordance with its terms, Sellers shall cause each of the Target Companies and each of the Target Subsidiaries to give Buyers and their professional advisors reasonable access during normal business hours and upon reasonable prior notice to all of the properties, contracts and agreements, books and records of each of the Target Companies and each of the Target Subsidiaries and shall promptly deliver or make available to Buyers information concerning the business, properties and assets of each of the Target Companies and each of the Target Subsidiaries as Buyers may from time to time reasonably request subject to applicable Laws, including Competition Laws and federal or state securities Laws.  All information related to such access shall be treated as confidential information pursuant to the terms of the Confidentiality Agreement.  From the date of this Agreement until the earlier of Closing or the termination of this Agreement in accordance with its terms, Buyers hereby agree that they are not authorized to and shall not (and shall not permit any of their employees, agents, representatives or Affiliates to) contact any employee, customer, supplier, distributor or other material business relation of any Target Company or any Target Subsidiary regarding their business or the transactions contemplated by this Agreement without Sellers’ Representative providing its prior written (including by e-mail) consent to Buyers’ Parent.

(b)       As soon as reasonably possible after the date hereof, following Sellers’ Parent’s announcement to its and its Subsidiaries’ employees of the occurrence of the execution of this Agreement, and ultimately within 5 Business Days, Sellers’ Representative shall, or shall procure that Tredegar Netherlands shall, submit a request for advice to the Dutch Works Council for Tredegar Netherlands (the “Works Council”) with respect to Buyers’ Parent’s anticipated post-Closing transfer of the ownership of the Capital Stock of Tredegar Netherlands from TFP to Fitesa China Holdings B.V., a Dutch private limited company whose corporate seat is at Amsterdam, the Netherlands and with trade register number 14634263, and an Affiliate of Buyers’ Parent (the “Post-Closing Transfer”).  The Buyers’ Parent has prepared a draft request for advice and provided Sellers’ Representative with the opportunity to provide any reasonable comments on the contents thereof, thereby taking into account that the request for advice relates to a post-Closing matter before submission of the request for advice to the Works Council.  A copy of the request for advice, as submitted to the Works Council, shall be sent to the Buyers’ Parent.  On a date as agreed between Sellers’ Representative and the Buyers’ Parent, occurring as soon as reasonably practicable after submitting the request for advice, the Buyers’ Parent and their respective representatives, including at least one Dutch speaking representative of Buyers’ Parent, will set up a consultation meeting (overlegvergadering) via video meeting or teleconference with the Works Council  to discuss the request for advice on the Post-Closing Transfer.  Sellers’ Representative will, and will cause its Affiliates, to use commercially reasonable efforts to cooperate with Buyers’ Parent and its Affiliates in seeking to obtain Works Council unconditional positive advisement on the Post-Closing Transfer.  Sellers’ Representative shall inform the Buyers’ Parent of any developments and issues and any request, commitment or condition raised by the Works Council and shall not, and will cause its Affiliates to not, communicate (whether or not in writing or orally) with the Works Council in relation to the Post-Closing Transfer without prior written approval of the Buyers’ Parent. Sellers’ Representative shall provide the Buyers’ Parent with copies of any written documentation exchanged with the Works Council in relation to the Post-Closing Transfer.

(c)         Following Closing, Buyers (including, for the purpose of this Section 7.2(b), the Target Companies and the Target Subsidiaries after Closing) shall provide Sellers and their professional advisors with reasonable access to the books and records of the Target Companies and the Target Subsidiaries and cooperate with and provide support to, as applicable, if reasonably required by any Seller and/or its Affiliates in connection with (i) any litigation, investigation, tax audit, discovery or similar proceeding, (ii) the preparation of Tax Returns, and (iii) the preparation of Sellers’ Parent’s financial statements or of filings required to be made by Sellers’ Parent to satisfy its obligations under applicable Law with respect to the securities exchange on which Sellers’ Parent securities are traded, in each case, in accordance with Sellers’ Parent’s internal reporting timelines.  If any Seller shall request the assistance (including testimony) of employees of any Target Company or any Target Subsidiary in connection with any litigation, investigation, tax audit, discovery, or similar proceeding or claim, or with the preparation of Sellers’ Parent’s financial statements or securities filings as contemplated by this Section 7.2(b), the applicable Buyer shall make such employees available for a reasonable period of time.

7.3         Public Announcements.  No party hereto will issue or cause the publication of any press release or other public announcement with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the other parties hereto, except that this Section 7.3 will not prohibit any party from issuing or causing publication of any such press release or public announcement to the extent that such disclosure is required by Law (including any rule of any securities exchange on which a party’s securities are traded) or Order to which a party is bound or subject, upon advice of counsel, in which case the party making such determination will, if practicable under the circumstances, use commercially reasonable efforts to allow the other parties a reasonable period of time to comment on such release or announcement in advance of its issuance or publication.

7.4         Filings and Authorizations; Consummation.

(a)        Each party hereto shall use commercially reasonable efforts, and shall cooperate with the other parties to this Agreement, to obtain as promptly as practicable any and all authorizations, approvals, orders, consents, licenses, waivers, no action acknowledgments, certificates, permits, registrations, qualifications or other rights and privileges of any Governmental Authority or third party (collectively, “Consents”) necessary or advisable for the performance of its obligations under, or the consummation of the transactions contemplated by, this Agreement, including Sellers’ Approvals, the Target Companies Approvals and Buyers’ Approvals.

(b)         Each party hereto agrees that it shall consult with the other parties to this Agreement with respect to the obtaining of all material Consents necessary or advisable for the performance of its obligations under, or the consummation of the transactions contemplated by, this Agreement, including providing copies of all filings made and other documents exchanged in connection with obtaining such Consents to the extent permitted by applicable Law, and each party shall keep the other parties to this Agreement apprised of the status of material matters relating to the performance of its obligations under, or the consummation of the transactions contemplated by, this Agreement.

(c)          Each party hereto agrees, upon the written request of any other party to this Agreement, to furnish such other party with all information concerning itself or such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other party to any Governmental Authority to the extent permitted by applicable Law.

(d)          Subject to the terms and conditions set forth in this Agreement, without limiting the generality of the undertakings pursuant to this Section 7.4:

(i)          Sellers and Buyers (A) shall cooperate, and use their respective commercially reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary under applicable Laws to consummate the transactions contemplated by this Agreement, but in any event will make the filings required by Annex 8.5(h) with the applicable Governmental Authorities no later than September 11, 2020 and will promptly make all other filings and obtaining all licenses, permits, consents, approvals, authorizations, qualifications and Orders of Governmental Authorities and other third parties necessary to consummate the transactions contemplated by this Agreement, and (B) agree to provide to each and every Governmental Authority with jurisdiction over enforcement of any applicable antitrust or Competition Law (“Antitrust Governmental Authority”), as promptly as reasonably practicable and in any event within the applicable legal time periods, any information and documents requested by any Antitrust Governmental Authority that are legally required to be provided or otherwise reasonably necessary, proper or advisable to permit consummation of the transactions contemplated hereby;

(ii)          Buyers agree to use best efforts, as promptly as reasonably practicable, to take, or cause to be taken, in the event that any permanent, preliminary or temporary injunction, decision, order, judgment, determination or decree is entered or issued, or becomes reasonably foreseeable to be entered or issued, in any proceeding or inquiry of any kind that would make consummation of the transactions contemplated by this Agreement in accordance with the terms of this Agreement unlawful or that would delay, restrain, prevent, enjoin or otherwise prohibit consummation of the transactions contemplated by this Agreement, any and all steps reasonably necessary, proper or advisable to resist, vacate, modify, reverse, suspend, prevent, eliminate or remove such actual, anticipated or threatened injunction, decision, order, judgment, determination or decree so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement;

(iii)         Buyers, on the one hand, and Sellers, on the other hand, will bear their respective (A) filing fees imposed under applicable Competition Laws, and (B) attorneys’ fees in connection with the preparation of any such filings.

7.5          Further Assurances; Wrong Pocket.

(a)         From the date hereof, and provided Closing occurs, then from and after Closing, each of the parties hereto shall execute such documents and perform such further acts as may be reasonably required to carry out the provisions hereof and of this Agreement and the transactions contemplated hereby.  Each party shall, on or prior to the Closing Date, use its commercially reasonable efforts to fulfill or obtain the fulfillment of the conditions precedent to the consummation of the transactions contemplated hereby, including the execution and delivery of any documents, certificates, instruments or other papers that are reasonably required for the consummation of the transactions contemplated hereby.  Without limiting the generality of the foregoing, (i) Fitesa Brazil shall within five Business Days of the Closing Date, submit for registration with JUCESP the Brazil Transfer Document and shall take as promptly as possible all measures necessary to replace the name of the applicable Sellers and their attorneys-in-fact, as well as those of any resigning executive officer of Tredegar Brasil, from all registries, rolls and similar records maintained by Governmental Authorities, financial institutions, credit bureau and credit protection services, and (ii) Tredegar Netherlands shall no later than eight days after the Closing Date register the replacement of the members of its Board of Directors as of immediately prior to the Closing Date with the members of its Board of Directors on and after the Closing Date with the applicable Dutch Trade Register and provide to Sellers’ Representative evidence of the foregoing reasonably satisfactory to Sellers’ Representative.

(b)          Following Closing:

(i)         To the extent that Sellers’ Parent or any of its Subsidiaries, on the one hand, or any Buyer, any Target Company or any Target Subsidiary, on the other hand, becomes aware that a Target Company or any Target Subsidiary holds title to or other interest in any Tredegar Retained Business Assets, then Sellers’ Representative or Buyers’ Parent, as applicable, shall provide prompt notice to the other, and the parties hereto shall cooperate in good faith to cause the prompt transfer of such Tredegar Retained Business Assets to, and the assumption of any liabilities related to such Tredegar Retained Business Assets by, Sellers’ Parent or its applicable Subsidiary promptly after receipt of such notice without the payment of any further consideration therefor.

(ii)        To the extent that Sellers’ Parent or any of its Subsidiaries, on the one hand, or any Buyer, any Target Company or any Target Subsidiary, on the other hand, becomes aware that Sellers’ Parent or any of its Subsidiaries holds title to or other interest in any Personal Care Business Assets, then Sellers’ Representative or Buyers’ Parent, as applicable, shall provide prompt notice to the other, and the parties hereto shall cooperate in good faith to cause the prompt transfer of such Personal Care Business Assets to, and the assumption of any liabilities related to such Personal Care Business Assets by, the applicable Target Company or Target Subsidiary promptly after receipt of such notice without the payment of any further consideration therefor.

(iii)       If at any time there exist (A) assets that any party discovers were, contrary to the agreements among the parties, by mistake or unintentional omission, transferred to Buyers or retained by Sellers or any of their respective Affiliates or (B) liabilities that any party hereto discovers were, contrary to the agreements among the parties, by mistake or unintentional omission, assumed by Buyers or any of its Affiliates, then the parties shall cooperate in good faith to effect the transfer or retransfer of such misallocated assets, and/or the reassumption of misallocated liabilities, to or by the appropriate Person as promptly as practicable and without the payment of any further consideration therefor, and shall not use the determination that remedial actions need to be taken to alter the original intent of the parties with respect to the assets to be transferred to Buyers or liabilities to be retained by Sellers or any of their respective Affiliates.

(iv)         Sellers and Buyers agree that at all times from and after the Closing, if an Action is commenced by a third party naming both parties (or any Affiliate of such party) as defendants and with respect to which a named party (or any Affiliate of such party) is a nominal defendant and/or such Action is otherwise not a liability allocated to such named party under this Agreement, then the other party shall reasonably cooperate with such nominal defendant in such nominal defendant’s efforts to be removed from such Action.

(v)        Each party hereto shall cooperate with each other party hereto, including assisting with obtaining any necessary consents or authorizations, and using commercially reasonable efforts to cause such contract and/or asset or otherwise to be transferred and shall set up procedures and notifications as are reasonably necessary or advisable to effectuate the transfers contemplated by this Section 7.5.

(c)          Buyers acknowledge and agree that the Shared Bank Account (as defined in the Transition Services Agreement) is currently the designated bank account into which customers and other Persons remit payments to TFP and Surface Protection and that payments that are made into the Shared Bank Account under invoices issued for Surface Protection products prior to Closing and otherwise are the property of Surface Protection (each, a “Surface Protection Payment”).  Buyers’ Parent will cause TFP to hold all Surface Protection Payments in trust and for the benefit of Surface Protection and shall cause TFP to remit such payments to Surface Protection in accordance with the terms and provisions of the Transition Services Agreement.

7.6          Employee Matters.

(a)         Prior to the Effective Time, Sellers shall (i) transfer to the appropriate Target Company or Target Subsidiary each U.S. employee of the Personal Care Business who is a Continuing Employee and is employed by a Subsidiary of Sellers’ Parent other than a Target Company or Target Subsidiary, and (ii) transfer to the appropriate Subsidiary of Sellers’ Parent that is not a Target Company or Target Subsidiary each U.S. employee of the Tredegar Retained Business who is not a Continuing Employee and is employed by a Target Company or a Target Subsidiary (each such employee under this clause (ii), an “Outbound Wrong Pocket Employee”).  Sellers shall indemnify and hold harmless Buyer and its Affiliates from and against any and all liabilities arising out of or otherwise related to any Outbound Wrong Pocket Employee.

(b)        The applicable Buyer agrees to give, and to cause its applicable Affiliates to give, to Continuing Employees, for purposes of determining eligibility to participate in and vesting under the employee benefit plans maintained by Buyers or their Affiliates and in which such employees participate after the Closing Date, credit for such employees’ service before the Closing Date with such Target Company or its applicable Subsidiary, to the same extent recognized by such Target Company or its applicable Subsidiary under the applicable U.S. Benefit Plan or Foreign Benefit Plan prior to Closing.  Such crediting of service shall not be taken into account to the extent it would result in the duplication of benefits to any Continuing Employee.  Following the Closing Date, Buyer shall, or shall cause the Target Companies or Target Subsidiaries to, cause each Continuing Employee to be eligible to receive under the applicable employee benefit plans of the applicable Buyer or its Affiliates such periods of vacation leave, sick leave, personal days, holidays and other similar periods of leave as were accrued with respect to such Continuing Employee immediately prior to Closing, but only to the extent reflected in the Net Working Capital Adjustment.  Such crediting of service shall not be taken into account to the extent it would result in the duplication of benefits to any Continuing Employee.

(c)        With respect to any welfare benefit plans maintained by Buyers or their Affiliates on and after the Closing Date, Buyers shall use commercially reasonable efforts to (i) make the Continuing Employees immediately eligible for such plans, (ii) waive or cause the applicable insurance carriers to waive, all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to such Continuing Employees (and their covered dependents) but, unless otherwise required by applicable Law, only to the same extent such conditions, exclusions and periods were satisfied or did not apply to such Continuing Employees (or their covered dependents) prior to the Closing Date; and (iii) give effect, or use commercially reasonable efforts to cause the applicable insurance carriers to give effect, in determining any deductible and maximum out-of-pocket limitations, to amounts paid by such Continuing Employees for the plan year in which the Closing Date occurs with respect to similar plans maintained by Seller and its Affiliates for the benefit of the Continuing Employees prior to the Closing Date.

(d)         The applicable Buyer or one of its Affiliates shall (i) establish or designate a defined contribution plan that is intended to be qualified under Section 401(a) of the Code (“Buyers’ 401(k) Plan”) that will accept rollovers of Continuing Employees’ “eligible rollover distributions” (as defined in Section 402(c)(4) of the Code) (but for the avoidance of doubt, not including rollovers of outstanding plan loans) from any U.S. Benefit Plan that is a defined contribution plan intended to be qualified under Section 401(a) of the Code (“Sellers’ 401(k) Plan”), and (ii) use commercially reasonable efforts to allow any such Continuing Employees’ outstanding plan loans under Sellers’ 401(k) Plan to be rolled into Buyers’ 401(k) Plan to the extent any such plan loan is not in default prior to the Effective Time.

(e)         Prior to the Effective Time, Sellers shall, (i) with respect to the Sellers’ 401(k) Plan, make all contributions owed to Continuing Employees under such plan through the Effective Time and vest Continuing Employees with respect to their benefits thereunder, and (ii) with respect to the Savings Plan Benefit Restoration Plan for the Employees of Tredegar Corporation (“Restoration Plan”), credit all account balances of Continuing Employees under such plan with credits earned through the Effective Time and vest Continuing Employees with respect to their benefits thereunder.  Notwithstanding the foregoing, Sellers shall not be required to accelerate the timing of any contributions to Sellers’ 401(k) Plan or credits under the Restoration Plan, but shall make contributions owed to Continuing Employees under Sellers’ 401(k) Plan and credits owed to Continuing Employees under the Restoration Plan, in accordance with the terms of Sellers’ 401(k) Plan and the Restoration Plan, respectively.

(f)        From and after the Closing Date, subject to applicable Law, (i) Buyers or their Affiliates (including the Target Companies and Target Subsidiaries) shall retain any right it would otherwise have had to amend, modify, substitute or terminate, and nothing in this Agreement shall prohibit Buyers or any of their Affiliates from amending, modifying, substituting or terminating, any or all compensation or benefit plans, programs, policies, practices, agreements and arrangements sponsored or maintained by Buyers or any of their Affiliates (including, for the avoidance of doubt, the Target Companies and Target Subsidiaries), including each U.S. Benefit Plan and each Foreign Benefit Plan, and (ii) nothing in this Agreement shall require Buyers or any of their Affiliates (including each Target Company and each Target Subsidiary) to continue any particular compensation or benefit plan, program, policy, practice, agreement or arrangement.

(g)        Sellers shall permit Continuing Employees to remain eligible to participate in the Tredegar Pension Plan and the Tredegar Post-Retirement Medical and Life Insurance Plan after the Closing Date for the purpose of receiving credit for service with Buyers and their Affiliates towards eligibility for early retirement benefits and retiree medical benefits, respectively.  Sellers shall credit such Continuing Employees under such plans for their service after the Closing Date with Buyers and their Affiliates to the same extent they would have received such credit if they had remained employed by Sellers following the Closing Date.

(h)         Nothing in this Agreement shall (i) be treated as an amendment, modification or creation of any employee benefit plan, program, policy, practice, agreement or arrangement, including of any U.S. Benefit Plan or of any Foreign Benefit Plan, (ii) create any right or benefit in any Person other than the signatories of this Agreement, (iii) guarantee employment of any employee for any period of time after the Closing Date or preclude the ability of Buyers or any of their Affiliates to terminate the employment of any employee, or (iv) create a binding employment agreement with any employee.

7.7        Indemnification of Directors and Officers.  All rights to indemnification existing in favor of those Persons who are managers, directors or officers of the Target Companies and Target Subsidiaries as of the date of this Agreement for their acts and omissions occurring prior to Closing, as provided in such Target Company’s or such Target Subsidiary’s Organizational Documents (as in effect as of the date of this Agreement), shall survive Closing and shall be observed by each such Target Company, each such Target Subsidiary and Buyers in accordance with their respective terms.  On or prior to Closing, Sellers will, or will cause the Target Companies to, obtain for the benefit of each Person who is now, has been at any time prior to the Closing Date, or who becomes prior to the Closing Date a director, manager, officer, shareholder, member or partner of the Target Companies or any Target Subsidiaries (collectively, the “Indemnified Persons”) a prepaid “tail” directors and officers insurance policy (the “Tail Policy”), that (a) provides directors’ and officers’ liability insurance to the Indemnified Persons on substantially the same terms and conditions as the directors’ and officers’ liability insurance policy currently in place by or on behalf of the Target Company for the benefit of such Indemnified Persons, including coverage with respect to any fees, costs or expenses (including reasonable attorneys’ fees and disbursements), judgments, fines, losses, claims, damages, suits, proceedings or investigations, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Person’s service as a director, manager, officer, shareholder, member or partner of the Target Companies or Target Subsidiaries, or services performed by such Indemnified Person at the request of the Target Companies or Target Subsidiaries, in each case occurring on or prior to the Closing Date, whether asserted or claimed prior to, at or after the Closing Date, (b) has a one-time premium not to exceed three hundred percent (300%) of the current annual premium for the existing policy referred to in clause (a) of this Section 7.7, and (c) covers a period of time ending no earlier than the sixth anniversary of the Closing Date.  If any Buyer, any Target Company or any Target Subsidiary or any of its successors or assigns (x) consolidates with or merges with or into any other Person and shall not be the continuing or surviving corporation, partnership or other entity of such consolidation or merger or (y) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of such entity assumes the obligations set forth herein.  The provisions of this Section 7.7 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this provision applies without the consent of such affected indemnitee and are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her legal representatives.

7.8         Exclusive Dealing.  From the date of this Agreement until the earlier of the termination of this Agreement and the Closing Date, Sellers shall not, and shall cause the Target Companies and Target Subsidiaries not to, and shall not permit any of their respective representatives, officers, directors, equity holders or Affiliates to, directly or indirectly, solicit, initiate, knowingly encourage, conduct or continue negotiations with any other Person concerning any merger, recapitalization, sale or disposition of a material portion of the Target Companies’ consolidated assets or Capital Stock (other than ordinary course transactions).

7.9         Sellers’ Non-Compete.  Each Seller hereby agrees, on its behalf and on behalf of its Affiliates, that, for a period of three years following the Closing Date, it shall not engage, directly or indirectly, either as an owner, equity holder (other than as an equity holder of fewer than two percent of the issued and outstanding shares of a publicly traded company), employee, consultant or otherwise, within any jurisdiction in which the Target Companies and Target Subsidiaries conduct the Restricted Business as of the Effective Time in any business activity or enterprise that would compete in any way with the Restricted Business as of the Closing Date.

7.10       Buyers’ Non-Compete.  Each Buyer hereby agrees, on its behalf and on behalf of its Affiliates (including the Target Companies and the Target Subsidiaries), that, for a period of three years following the Closing Date, it shall not, and shall cause its Affiliates not to, engage directly or indirectly, in any business activity or enterprise that would compete in any way with the business conducted by Sellers’ Parent and its Affiliates at their Pottsville, Pennsylvania facility in connection with the monolayer cast film and blown film packaging lines and associated assets therein and the business and operations associated therewith.

7.11       Use of “Tredegar” Name.

(a)          Buyers covenant and agree that as promptly as practicable but in no event later than six months from Closing (the “Phaseout Period”), they shall take all reasonable action to cause the Target Companies and Target Subsidiaries to (i) change their names to a name that does not include “Tredegar” or any derivation thereof (the “Retained Names”), including amending their Organizational Documents to reflect such name change, and (ii) cease using the name “Tredegar” or any derivations thereof, including on or in, as applicable, any websites, stationary, domain names, marketing material or otherwise; provided, however, that Buyers (a) shall not be obligated to remove or otherwise obliterate the Retained Names prior to the end of the Phaseout Period (i) with respect to displays of the Retained Names on equipment that cannot be seen by the public without unlawful entry on the applicable location of such equipment if it is commercially unreasonable to remove or otherwise obliterate such Retained Names or (ii) from all books and records (other than stationary, promotional materials, advertising or other public or customer facing books and records) and all archived materials, technical drawings, invoices and manuals; (b) shall have the right to use packaging, labeling, containers, supplies, advertising materials, technical data sheets and any similar materials that have been produced prior to the Closing Date and bearing the Retained Names until the earlier of (x) the expiration of the Phaseout Period and (y) the date existing stocks are exhausted, in each case solely to the extent permitted by applicable Law; and (c) shall have the right to use the Retained Names in connection with the transition of email services during the Phaseout Period.

(b)         No later than 24 months following the Closing Date, Buyers further covenant and agree to, or to cause the Target Companies or Target Subsidiaries to, (i) request all relevant Governmental Authorities and domain name registrars to update their respective ownership records to identify the current legal owner of the Registered IP and (ii) submit the necessary documents to accomplish such request.

(c)          Buyers acknowledge and agree that no Seller is transferring to Buyers (or any Affiliate of Buyers), and Sellers reserve all right, title and interest in and to, the “Tredegar” name and any goodwill related thereto.  From and after Closing, no Buyer nor any Affiliate of Buyers shall use the name “Tredegar” or any confusingly similar name in any manner whatsoever.

7.12      Plant Closing and Mass Layoffs.  Sellers’ Representative shall deliver to Buyers’ Parent no later than three Business Days prior to the Closing Date a list, by name, job title, date and work location, of each employee of the Target Companies and Target Subsidiaries based in the United States whose employment was terminated by a Target Company or Target Subsidiary within the 90 day period immediately preceding the Closing Date.  Buyers’ Parent shall indemnify and hold harmless Sellers from and against any and all damages arising out of or otherwise in respect of any suit or claim of violation brought against Sellers or any of their Affiliates by any such former employees of the Target Companies and Target Subsidiaries under the WARN Act or any other displaced worker notification Law for any actions or inactions taken within the 90 days immediately following the Closing Date by Buyers, the Target Companies or any Target Subsidiaries (or their respective Affiliates) with respect to any facility, site of employment or operating unit of such employees based in the United States.

7.13      Buyers’ Non-Use of Confidential Information.  Buyers acknowledge that certain Continuing Employees are in possession of Tredegar Retained Business CI as a result of their employment with Sellers’ Parent or one of its Subsidiaries (including a Target Company or a Target Subsidiary) prior to Closing.  Buyers acknowledge and agree that they are not purchasing hereunder any Tredegar Retained Business Assets, including the Tredegar Retained Business CI, and that it would be unfair to, or to encourage or otherwise cause any such Continuing Employee or Affiliate to, divulge or use any Tredegar Retained Business CI after the Closing Date in any manner whatsoever, and that Buyers’ agreement, on their own behalf on and behalf of their Affiliates and the Continuing Employees, not to use or divulge such Tredegar Retained Business CI from and after Closing is a condition precedent to Sellers agreeing to enter into this Agreement and consummate the transactions contemplated hereby.  Therefore, Buyers agree that from and after Closing, they will not, and will cause their Affiliates and Continuing Employees not to, divulge or use any Tredegar Retained Business CI in any manner whatsoever; provided, however, that the covenants contained in this Section 7.13 shall not apply to the following:  (a) information that is already in the public domain or generally available to Persons in the same or similar industries as the Personal Care Business; (b) information that becomes part of the public domain or generally available to companies in the same or similar industries as the Personal Care Business by publication or otherwise other than through any action on the part of Buyer, its Affiliates or the Continuing Employees; or (c) information that Buyers, their Affiliates or the Continuing Employees are legally compelled to disclose, but only as to the disclosure that it is so compelled.

7.14       Intellectual Property License.  Effective as of the Closing, each Seller, on behalf of itself and its Affiliates, hereby grants to Buyers a transferable, nonexclusive, sublicenseable, paid-up, royalty-free, worldwide, irrevocable and perpetual right and license to use all Intellectual Property owned by any Seller or any of its Affiliates (other than the Target Companies and Target Subsidiaries) that is used in the Personal Care Business as of the Closing solely to the extent necessary to conduct the Personal Care Business as it is conducted as of the date of this Agreement except for the following categories of Intellectual Property:  (a) Intellectual Property that is covered by the Transition Services Agreement, (b) Intellectual Property that is exclusively related to the Tredegar Retained Business, and (c) trademarks, service marks, trademark and service mark registrations and registration applications, trade dress, trade names, taglines, brand names, logos and corporate names and all goodwill related thereto except as and to the extent provided under Section 7.11.

7.15       Contact with Customers and Suppliers.  Prior to Closing, Sellers shall cooperate with Buyers in a commercially reasonable manner to facilitate communications or calls with certain of those Significant Customers and Significant Suppliers that are set forth under the heading “As of March 31, 2020” on Schedule 5.25(a), the list of such Significant Customers and Significant Suppliers to be agreed to by Sellers’ Parent and Buyers’ Parent within ten days following the date hereof; provided, however, that prior to Closing, Sellers shall continue to make unilateral and independent decisions regarding their dealings with their, the Target Companies’ and the Target Subsidiaries’ customers and suppliers, and Sellers shall not participate in any joint negotiations with Buyers with any current or prospective customers or suppliers of the Personal Care Business.

7.16        Tredegar Hungary Matters.

(a)         Sellers’ Parent agrees to reimburse Tredegar Hungary for (i) all costs and expenses incurred and paid by Tredegar Hungary after Closing in connection with completing the Retsag Capital Project in accordance with the terms and conditions of this Section 7.16 (without duplication of any amounts specifically taken to account in the Net Working Capital Adjustment) (the “Retsag Capital Project Cost Reimbursement”) and (ii) the amount, if any, that Tredegar Hungary pays to the operating director of Tredegar Hungary after Closing pursuant to the Retsag Indemnification Letter attached hereto in Annex 7.16(a) (the “Indemnification Liability”).

(b)         At least seven days prior to Closing, Seller’s Representative will provide Buyer’s Parent with a statement setting forth the Retsag Capital Project costs so far incurred by Tredegar Hungary as of the statement date and anticipated to be incurred prior to Closing, a description of the work performed as of the statement date and likely to be performed prior to and after Closing, and the anticipated costs that will need to be incurred after Closing in order to complete the Retsag Capital Project (the “Estimated Retsag Post-Closing Costs”).  After Closing, if Tredegar Hungary determines that the actual costs to complete the Retsag Capital Project in accordance with the approved budget included in Annex 7.16(b) will exceed the Estimated Retsag Post-Closing Costs by more than ten percent (such amount in excess of ten percent, the “Retsag Excess Capital Project Overrun”), then Seller’s Parent shall have no obligation to reimburse Tredegar Hungary for the Retsag Excess Capital Project Overrun unless Buyer’s Parent shall have notified Seller’s Representative.in advance of performing the work giving rise to such excess and provided reasonable documentation of the basis for the Retsag Excess Capital Project Overrun, and Seller’s Parent shall have approved such work, which approval shall not be unreasonably withheld, conditioned or delayed.

(c)        Sellers’ Parent, prior to Closing, and Buyers’ Parent, after Closing, will (i) ensure Tredegar Hungary manages and completes the Retsag Capital Project in an expeditious and good and workmanlike manner in compliance with all applicable Laws, including prudently managing costs in accordance with the Retsag Capital Project and any approved Retsag Excess Capital Project Overrun, and (ii) upon the request of Buyers’ Parent or Sellers’ Parent, as applicable, reasonably update the other as to the status of the Retsag Capital Project prior to the completion thereof.

(d)         Within 30 days or as soon as reasonably practicable thereafter, following completion of the Retsag Capital Project and Tredegar Hungary’s receipt of all applicable certifications of completeness and other deliverables required under the Retsag Capital Project and by applicable Law, Buyers’ Parent will submit to Sellers’ Representative a certificate signed by the site manager and the site controller for Tredegar Hungary at the time of delivery thereof (the “Retsag Remediation Completion Certificate”), which includes (i) copies of such certifications and deliverables and evidence of the costs and expenses incurred by Tredegar Hungary consistent with the format set forth in Schedule D of the Retsag Capital Project, including disclosing all amounts paid by Tredegar Hungary after Closing, with such post-Closing amounts (other than unapproved Retsag Excess Capital Project Overruns) constituting the “Retsag Remediation Liability” and (ii) evidence of any payments made under the Retsag Indemnification Letter, which amounts constitute the Indemnification Liability.

(e)        If Sellers’ Parent has any objections in good faith to any costs included in the Retsag Remediation Completion Certificate, it shall notify Buyers’ Parent within 15 Business Days of receipt thereof of each such item in dispute in reasonable detail, including the reasonable basis of such disagreement (the “Retsag Remediation Completion Certificate Objection”).  For the avoidance of doubt, if Sellers’ Parent does not deliver the Retsag Remediation Completion Certificate Objection within such 15 Business Day-period, then the Retsag Remediation Liability and the Indemnification Liability as set forth in the Retsag Remediation Completion Certificate shall become final and binding upon all parties.  If Sellers’ Parent timely delivers the Retsag Remediation Completion Certificate Objection, then Sellers’ Representative and Buyers’ Parent shall negotiate in good faith for ten Business Days following Buyers’ Parent’s receipt of such Retsag Remediation Completion Certificate Objection to resolve such objections (any unresolved objection, a “Retsag Remediation Completion Certificate Objection Dispute”).  After such ten Business Day period, any item or matter set forth in the Retsag Remediation Completion Certificate Objection that is not a Retsag Remediation Completion Certificate Objection Dispute shall become final and binding upon all parties, and Buyers’ Parent and Sellers’ Representative agree to submit only those unresolved Retsag Remediation Completion Certificate Objection Disputes for the Retsag Remediation Completion Certificate Objection to the Accounting Firm for resolution.  Buyers’ Parent and Sellers’ Representative further agree to instruct the Accounting Firm to resolve only such remaining unresolved Retsag Remediation Completion Certificate Objection Disputes as soon as reasonably practicable after such disputes are submitted to the Accounting Firm and in any event, within 30 days after submission.  The resolution of each such Retsag Remediation Completion Certificate Objection Dispute by the Accounting Firm will (i) be set forth in writing, (ii) be within the range of dispute between Buyers’ Parent and Sellers’ Representative, (iii) constitute an arbitral award, and (iv) absent fraud or manifest error, be conclusive and binding upon all the parties upon which a judgment may be rendered by a court having proper jurisdiction.  Upon delivery of such resolution, the Retsag Remediation Liability and the Indemnification Liability, as modified in accordance with such resolution, shall become final and binding upon all parties and shall be paid in accordance with Section 7.16(g).

(f)         The fees, costs and expenses of the Accounting Firm shall be allocated between Buyers’ Parent and Sellers’ Representative based upon the percentage by which the portion of the Retsag Remediation Completion Certificate Objection Dispute not awarded to each party bears to the amount actually contested by such party in the same manner as described in Section 2.3(c).

(g)        As used herein, “Final Retsag Remediation Liability” and “Final Indemnification Liability” mean (i) if Sellers’ Representative fails to deliver a Retsag Remediation Completion Certificate Objection in accordance with Section 7.16(e), the Retsag Remediation Liability and the Indemnification Liability as set forth in the Retsag Remediation Completion Certificate delivered by Buyers’ Parent, or (ii) if the Retsag Remediation Liability or the Indemnification Liability is resolved by Buyers’ Parent and Sellers’ Representative or by submission of any remaining Retsag Remediation Completion Certificate Objection Disputes to the Accounting Firm, as contemplated by Section 7.16(e), the Retsag Remediation Liability and the Indemnification Liability, as applicable, so resolved.  Within five Business Days of the determination of the Final Retsag Remediation Liability and the Final Indemnification Liability, Sellers’ Parent will pay or cause to be paid to Buyers’ Parent in cash, by wire transfer of immediately available funds to an account specified by Buyers’ Parent, the Final Retsag Remediation Liability and the Final Indemnification Liability. Whenever any payment under this Section 7.16(g) shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

The obligations of Buyers to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by Buyers’ Parent on behalf of the applicable Buyer in writing) of the following conditions as of the Closing Date:

8.1         Representations and Warranties.  Each of the representations and warranties of Sellers contained in this Agreement shall be true and correct as of the Closing Date as if made on and as of such date (other than representations and warranties that address matters only as of a certain date which shall be true and correct as of such certain date), in each case, excepting only inaccuracies in such representations and warranties that, both individually and in the aggregate, have not had and would not reasonably be expected to have, a Material Adverse Effect.

8.2         Covenants and Agreements.  Sellers shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed and complied with by them prior to or on the Closing Date.

8.3         Absence of Material Adverse Effect.  Since the date of this Agreement, there shall have been no Material Adverse Effect; provided, however, that any Effect resulting from the following responses to a disease outbreak, including the novel corona virus (and any resulting COVID-19 or related sickness) will not be taken into account for the purposes of this Section 8.3: (a) a sanctioned response by a Governmental Authority, (b) compliance with applicable Law or (c) an action to which Buyers’ Parent consented in writing pursuant to clause (6) of the first paragraph of Section 7.1(a).

8.4         Reorganization.  The Reorganization Completion shall have occurred on or prior to the Closing Date in accordance with the terms and conditions of Exhibit B, and evidence of completion thereof shall be provided to, and to the satisfaction of, Buyers promptly thereafter.

8.5         Deliveries at Closing.  Sellers’ Representative shall have delivered or caused to be delivered to Buyers’ Parent the following documents, each properly executed and dated as of the Closing Date (unless otherwise specified below), as applicable, and in form and substance reasonably acceptable to Buyers’ Parent:

(a)         a duly executed instrument of transfer, in customary form, to effect the transfer of the Capital Stock of TFP from Sellers’ Parent to Fitesa US;

(b)          the Tredegar Brasil Deliverables set forth in Section 1 of Exhibit D;

(c)        the Tredegar India Interests Purchase Agreement and the documents and instruments set forth in Section 2.4 thereunder that are required to be delivered at Closing in order to effect the purchase and sale of the Tredegar India Interests and the transfer of legal ownership of the Nominee Interest as contemplated thereby;

(d)         a certificate of an authorized officer of Sellers’ Parent certifying as to the satisfaction of the closing conditions set forth in Sections 8.1 through 8.4;

(e)          a certificate of the secretary or other authorized officer of Sellers’ Parent certifying as to the resolutions of the board of directors or sole member, as applicable, of each Seller authorizing and approving the execution and delivery of this Agreement by such Seller and all other agreements contemplated hereby, the performance of such Seller’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby;

(f)          a certificate of the secretary or other authorized officer of each Target Company:  (i) certifying as to the accuracy and completeness of attached copies of the Organizational Documents of such Target Company, and (ii) certifying as to the resolutions of the applicable governing body of such Target Company authorizing and approving the execution and delivery of any agreement contemplated hereby to which such Target Company is a party and the performance of such Target Company’s obligations thereunder and the consummation of the transactions contemplated thereby;

(g)        instruments necessary to effect the resignations, effective as of Closing, of the directors, managers and officers, as applicable, of the Target Companies and Target Subsidiaries set forth on Annex 8.5(g), including, as required by applicable Law, resolutions of the governing bodies of a Target Company or any Target Subsidiary and amendments to applicable Organizational Documents;

(h)        evidence, to the reasonable satisfaction of Buyers’ Parent, that each Sellers’ Approval and Target Companies Approval set forth on Annex 8.5(h) has been obtained;

(i)          the Escrow Agreement;

(j)          the Transition Services Agreement;

(k)          the Payoff Letters;

(l)           evidence of the termination of the Sellers’ Affiliate Contracts;

(m)       a statement by each Seller, in the form set forth in Treasury Regulation §1.1445-2(b)(2) and under penalties of perjury, that each Seller is not a foreign person.

8.6         Legal Prohibition.  No Law shall be in effect and no Order shall have been entered that, and no action, suit, or proceeding will be pending or threatened before any court or administrative body in which it is sought to, in each case restrain, enjoin or prohibit the performance of all or any part of this Agreement or the consummation of all or any part of the transactions contemplated hereby, or declare unlawful the transactions contemplated hereby or would cause any such transactions to be rescinded.

The obligations of Sellers to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by Sellers’ Representative in writing) of the following conditions as of the Closing Date:

9.1         Representations and Warranties.  Each of the representations and warranties of Buyers contained in this Agreement shall be true and correct on and as of the Closing Date as if made on and as of such date (other than representations and warranties that address matters only as of a certain date which shall be true and correct as of such certain date), except where all such breaches and inaccuracies would not reasonably be expected to affect the ability of Buyers to consummate the transactions contemplated hereby.

9.2         Covenants and Agreements.  Buyers shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed and complied with by it prior to or on the Closing Date.

9.3        Deliveries at Closing.  Buyers’ Parent shall have delivered or caused to be delivered to Sellers’ Representative the following documents, each properly executed and dated as of the Closing Date, and in form and substance reasonably acceptable to Sellers’ Representative:

(a)          the Tredegar Brasil Deliverables set forth in Section 2 of Exhibit D;

(b)       the Tredegar India Interests Purchase Agreement and the documents and instruments set forth in Section 2.4 thereunder that are required to be delivered at Closing in order to effect the purchase and sale of the Tredegar India Interests and the transfer of legal ownership of the Nominee Interest as contemplated thereby;

(c)          a certificate of an authorized officer of Buyers’ Parent certifying as to the satisfaction of the closing conditions set forth in Sections 9.1 and 9.2;

(d)          a certificate of the secretary or other authorized officer of Buyers’ Parent certifying as to:  (i) the accuracy and completeness of attached copies of the Organizational Documents of each Buyer certified by the applicable Governmental Authority as of a recent date, and (ii) the resolutions of the equityholders of Buyers, if required, and the board of directors or the board of managers, as applicable, of Buyers authorizing and approving the execution and delivery of this Agreement by Buyer and all other agreements contemplated hereby, the performance of Buyers’ obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby;

(e)        instruments necessary to effect the replacement, effective as of Closing, of the directors, managers and officers, as applicable, of the Target Companies and Target Subsidiaries set forth on Annex 8.5(h), including, as required by applicable Law, resolutions of the governing bodies of a Target Company or any Target Subsidiary and amendments to applicable Organizational Documents;

(f)          the Escrow Agreement; and

(g)          the Transition Services Agreement.

9.4        Legal Prohibition.  No Law shall be in effect and no Order shall have been entered, in each case that restrains, enjoins or prohibits the performance of all or any part of this Agreement or the consummation of all or any part of the transactions contemplated hereby, or declares unlawful the transactions contemplated hereby or would cause any of the transactions contemplated hereby to be rescinded.

10.1       Termination.  This Agreement may not be terminated prior to the Closing Date except as follows:

(a)          by the mutual written consent of Buyers’ Parent and Sellers’ Representative;

(b)        by Buyers’ Parent (if Buyers are not in material breach of its representations, warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Section 9.1 or 9.2 not to be satisfied), upon written notice to Sellers’ Representative, if there has been a material violation, breach or inaccuracy of any representation, warranty, covenant or agreement of Sellers contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Section 8.1 or 8.2 not to be satisfied, and such violation, breach or inaccuracy has not been waived by Buyers Parent on behalf of the applicable Buyer or cured by Sellers, as applicable, within ten Business Days after receipt by Sellers’ Representative of written notice thereof from Buyers’ Parent or is not reasonably capable of being cured prior to the Termination Date;

(c)        by Sellers’ Representative (if Sellers are not in material breach of their representations, warranties, covenants or agreements under this Agreement so as to cause any of the conditions set forth in Section 8.1 or 8.2 not to be satisfied), upon written notice to Buyers’ Parent, if there has been a material violation, breach or inaccuracy of any representation, warranty, agreement or covenant of Buyers contained in this Agreement, which violation, breach or inaccuracy would cause any of the conditions set forth in Section 9.1 or 9.2 not to be satisfied, and such violation, breach or inaccuracy has not been waived by Sellers’ Representative on behalf of the applicable Seller or cured by Buyers within ten Business Days after receipt by Buyers’ Parent of written notice thereof from Sellers’ Representative or is not reasonably capable of being cured prior to the Termination Date;

(d)         by Buyers’ Parent or Sellers’ Representative, upon written notice to the other, if the transactions contemplated hereby have not been consummated on or before November 30, 2020 (the “Termination Date”); except that neither party shall be entitled to terminate this Agreement pursuant to this Section 10.1(d) if such party’s willful breach of this Agreement has prevented or materially delayed the consummation of the transactions contemplated hereby; provided, further, that (1) if all conditions to Closing have been satisfied by the Termination Date other than receipt of clearance of the transactions contemplated hereby from the applicable Brazilian Governmental Authority under applicable Competition Laws, then the Termination Date shall be extended to December 31, 2020 (provided that this clause (1) shall not apply in the case of receipt of a written denial of the transactions contemplated hereby from the applicable Brazilian Governmental Authority under applicable Competition Laws), or (2) if any condition to Closing has not been satisfied as a result of any delays associated with Governmental Authority disruptions due to the outbreak of the novel corona virus (and any resulting COVID-19 or related sickness), the Termination Date shall be extended for the period of such delay, but in no event beyond December 31, 2020; or

(e)         by Buyers’ Parent or Sellers’ Representative, upon written notice to the other, if a court of competent jurisdiction or any other Governmental Authority shall have issued a final, non-appealable Order preventing or otherwise prohibiting the consummation of the transactions contemplated by this Agreement.

10.2       Survival After Termination.  If this Agreement is terminated in accordance with Section 10.1, this Agreement shall become void and of no further force and effect; except that the provisions of this Section 10.2 and Article XII shall survive the termination of this Agreement and that nothing herein shall relieve any party from any liability for a knowing or willful breaches of this Agreement prior to termination.  For the avoidance of doubt, the failure by Buyers to consummate the transactions contemplated by this Agreement if they are obligated to do so hereunder will be considered a knowing and willful breach of this Agreement.  For the avoidance of doubt, in the event of the termination of this Agreement by either Buyers’ Parent or Sellers’ Representative as provided in Section 10.1, the Confidentiality Agreement will survive the termination of this Agreement in accordance with its terms.

11.1       Survival After Closing.  All representations and warranties of Sellers contained in Article IV or Article V, respectively, and any related definitional provisions set forth in Article I (Definitions and Terms), and all covenants and agreements of Sellers to the extent requiring performance prior to Closing, shall survive until the date that is 24 months after the Closing Date, the Intermediate Cap Specific Indemnities shall survive until the date that is 36 months after the Closing Date, and all covenants and agreements of Sellers that require performance after the Closing Date, and any related definitional provisions set forth in Article I (Definitions and Terms), shall survive in accordance with their terms until fully performed, except that the Sellers’ Fundamental Representations, and any related definitional provisions set forth in Article I (Definitions and Terms), shall survive until the earlier of (i) six years from the Closing Date or (ii) 60 days after the expiration of the applicable statute of limitations.  All representations and warranties of Buyers contained in Article VI, and any related definitional provisions set forth in Article I (Definitions and Terms), and all covenants and agreements of Buyers to the extent requiring performance prior to Closing, shall survive until the date that is 24 months after the Closing Date and the covenants and agreements of Buyers that require performance after the Closing Date, and any related definitional provisions set forth in Article I (Definitions and Terms), shall survive in accordance with their terms, except that Sections 6.1 (Buyers’ Corporate Organization), 6.2 (Buyers’ Due Authorization) and 6.8 (Buyers’ Brokers), and any related definitional provisions set forth in Article I (Definitions and Terms), shall survive earlier of (i) six years from the Closing Date or (ii) 60 days after the expiration of the applicable statute of limitations.  For the avoidance of any doubt and notwithstanding anything to the contrary, any claims for indemnification related to Fraud shall survive the Closing and remain in effect until 60 days after the expiration of the applicable statute of limitations.  On the 12 month anniversary of the Closing Date (the “Drop-Down Escrow Release Date”), the Escrow Agent will release to Sellers’ Representative an amount equal to 50% of the Escrow Amount (as of the date the Escrow Amount was deposited into the Escrow Account) less the aggregate amount of Losses specified in any then unresolved good faith indemnification claims made by Buyers’ Indemnified Party for which a Notice of Claim has been duly delivered in accordance with this Article XI and the terms of the Escrow Agreement, and on the 24 month anniversary of the Closing Date (the “Final Escrow Release Date”), the Escrow Agent will release to Sellers’ Representative the remaining balance of the Escrow Amount from the Escrow Account less the aggregate amount of Losses specified in any then unresolved good faith indemnification claims made by Buyers’ Indemnified Party for which a Notice of Claim has been duly delivered in accordance with this Article XI and the terms of the Escrow Agreement.  To the extent that any amount is reserved and withheld from distribution from the Escrow Account on the Drop-Down Escrow Release Date on account of such an unresolved claim for indemnification and  subsequent to the Drop-Down Escrow Release Date but before the Final Escrow Release Date, such claim is resolved, Buyers’ Parent and Sellers’ Representative shall promptly jointly direct the Escrow Agent to release (a) to Buyers as directed by Buyers’ Parent the amount of its Losses, if any, due in respect of such claim as finally determined, and (b) to Sellers’ Representative an amount equal to the excess, if any, of the amount by which (1) the amount theretofore reserved and withheld from distribution in respect of such claim over the payment, if any, made pursuant to the foregoing, clause (a) of this sentence exceeds (2) an amount equal to 50% of the Escrow Amount (as of the date the Escrow Amount was deposited into the Escrow Account).  To the extent that any amount is reserved and withheld from distribution from the Escrow Account on the Final Escrow Release Date on account of such an unresolved claim for indemnification and subsequent to the Final Escrow Release Date, such claim is resolved, Buyers’ Parent and Sellers’ Representative shall promptly jointly direct the Escrow Agent to release (x) to Buyers as directed by Buyers’ Parent the amount of its Losses, if any, due in respect of such claim as finally determined, and (y) to Sellers’ Representative an amount equal to the excess, if any, of the amount theretofore reserved and withheld from distribution in respect of such claim over the payment, if any, made pursuant to the foregoing, clause (x) of this sentence.  Claims against any party hereto alleging Fraud may be asserted at any time after Closing and prior to the latest date permitted by the applicable statute of limitations

11.2       Indemnification.  Subject to the limitations set forth in this Article XI, including Sections 11.1 and 11.4, following Closing:

(a)          Sellers’ Parent, on behalf of Sellers, agrees to indemnify, defend, and hold harmless Buyers and their Affiliates (including the Target Companies and Target Subsidiaries) and their respective officers, directors, employees, stockholders, managers, members, agents, successors, permitted assigns, agents, and other representatives (collectively, the “Buyers’ Indemnified Parties,” and each, a “Buyers’ Indemnified Party”), against and in respect of any loss, liability, obligation, damage, claim, cost or expense (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) arising from or relating to:

(i)           any inaccuracy in or breach of any of Sellers’ representations and warranties set forth in Article IV or Article V of this Agreement other than any inaccuracy in or breach of Sellers’ Fundamental Representations;

(ii)          any inaccuracy in or breach of Sellers’ Fundamental Representations;

(iii)         any breach or nonperformance of the covenants and agreements of Sellers contained in this Agreement;

(iv)         the implementation of, and the performance of the steps required to complete, or any non-fulfilment by Sellers of, the Reorganization, including any Reorganization Taxes, whether such Losses arise before, on, or after the Closing; and

(v)          the matters set forth in Annex 11.2(a)(v) as though set forth herein.

(b)         Buyers’ Parent, on behalf of Buyers, agrees to indemnify, defend and hold harmless Sellers, their Affiliates and their respective officers, directors, employees, stockholders, managers, members, agents, successors, permitted assigns, agents, and other representatives (collectively, the “Sellers’ Indemnified Parties,” and each, a “Sellers’ Indemnified Party”), against and in respect of any Losses that result, directly or indirectly, from (i) any inaccuracy in or breach of any of Buyers’ representations and warranties set forth in Article VI of this Agreement; and (ii) any breach or nonperformance of the covenants and agreements of Buyers contained in this Agreement.

11.3       Indemnification Procedure.

(a)         If a Buyers’ Indemnified Party or a Sellers’ Indemnified Party (an “Indemnified Party”) learns of any matter that it believes will entitle such Indemnified Party to indemnification from Sellers’ Parent or Buyers’ Parent, respectively (a “Direct Claim”), under Section 11.2 (the “Indemnifying Party”), the Indemnified Party shall deliver to the Indemnifying Party a notice describing such matter in reasonable detail, including the nature of the claim, the basis for the indemnification obligation, to the extent reasonably estimable and then known, the estimated Losses resulting therefrom (and a good-faith estimate of any such future Losses relating thereto), the provision(s) of this Agreement in respect of which such Losses shall have occurred and reasonable supporting documentation (a “Notice of Claim”).A failure by the Indemnified Party to give notice in a timely manner pursuant to this Section 11.3(a) shall not limit the obligations of the Indemnifying Party under this Article XI, except to the extent such Indemnifying Party is materially prejudiced thereby (as determined by a court of competent jurisdiction).  In the event the Indemnifying Party does not notify the Indemnified Party within 30 days following its receipt of such notice that the Indemnifying Party disputes its liability to the Indemnified Party under this Article XI or the amount thereof, the Direct Claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party under this Article XI, and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the Direct Claim (or any portion of the Direct Claim) is estimated, on such later date when the amount of such Direct Claim (or such portion of such Direct Claim) becomes finally determined. In the event the Indemnifying Party has timely disputed its liability with respect to such Direct Claim as provided herein, the Indemnifying Party and the Indemnified Party shall attempt in good faith for 15 Business Days to negotiate a resolution of such dispute and agree upon the rights of the respective parties with respect to such Direct Claim. If the Indemnifying Party and Indemnified Party should so agree, a memorandum setting forth such agreement shall be prepared and signed by Buyers’ Parent and Sellers’ Representative. If the Indemnifying Party and Indemnified Party shall not agree, then the parties hereto shall establish the merits and amount of such Direct Claim (by mutual agreement or litigation in the appropriate court of competent jurisdiction set forth in Section 12.10) and, within five Business Days following the final determination of the merits and amount of such Direct Claim, the Indemnifying Party shall pay to the Indemnified Party immediately available funds in an amount equal to such Direct Claim as determined hereunder.

(b)         If the Notice of Claim involves a claim by a Person who is not a party to this Agreement or an Affiliate thereof (a “Third Party Claim”), the Indemnified Party shall deliver the Notice of Claim to the Indemnifying Party within 15 days after learning of such claim (or within such shorter time as may be necessary to give the Indemnifying Party a reasonable opportunity to respond to and defend such claim); provided, however, that any failure of the Indemnified Party to provide timely a Notice of Claim shall not affect the Indemnifying Party’s right to assume the defense of any such Third Party Claim.  The Indemnifying Party will have the right, within the shorter of (x) 15 days after receipt from the Indemnified Party of the Notice of Claim or (y) five Business Days prior to any deadline for filing pleadings or similar documents imposed by a Governmental Authority with jurisdiction over the Third Party Claim, to assume and conduct at its sole cost and expense the defense of such Third Party Claim except that the Indemnifying Party shall not be entitled to assume or continue control of the defense of any Third Party Claim if (i) the claim involves criminal liability, (ii) the claim seeks exclusively an injunction or equitable relief against any Indemnified Party or any of its Affiliates or (iii) the Indemnifying Party has failed or is failing to defend the claim in good faith.  During the period referred to in the preceding sentence, the Indemnified Party shall, and shall cause its Affiliates and its and their respective officers and directors to, provide such information to the Indemnifying Party as the Indemnifying Party may reasonably request in connection with its evaluation of whether a Third Party Claim is an indemnifiable claim under Section 11.2.  Notwithstanding the assumption of the defense of any claim by the Indemnifying Party, the Indemnified Party shall have the right to employ separate legal counsel and to participate in the defense of such claim, and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs and expenses of such separate legal counsel to the Indemnified Party if (and only if):  (x) the Indemnifying Party shall have agreed to pay such fees, out-of-pocket costs and expenses, (y) in the written opinion of counsel to the Indemnified Party a conflict of interest arises out of the representation of the interests of such Indemnified Party by counsel selected by the Indemnifying Party or (z) the Indemnifying Party shall have failed to employ legal counsel reasonably satisfactory to the Indemnified Party within a reasonable period of time after the Notice of Claim.  If the Indemnified Party employs separate legal counsel in circumstances other than as described in the preceding clauses (x), (y) or (z), the fees, costs and expenses of such legal counsel shall be borne exclusively by the Indemnified Party.  The Indemnifying Party shall not in connection with each Third Party Claim be liable for the fees and expenses of more than one firm of legal counsel for all of the Indemnified Parties.  If the Indemnifying Party (having assumed the defense of a Third Party Claim) or the Indemnified Party (having proceeded with its own defense of a Third Party Claim in accordance with this Section 11.3) proposes to settle such Third Party Claim, the Indemnifying Party or the Indemnified Party (as applicable) shall provide notice to that effect (together with a reasonably detailed statement of the terms and conditions of such settlement) to the Indemnified Party or the Indemnifying Party (as applicable), which notice shall be provided a reasonable time prior to the proposed time for effecting such settlement, and shall not effect any such settlement without the prior consent of the Indemnified Party or the Indemnifying Party (as applicable), which consent shall not be unreasonably withheld, delayed or conditioned.  Notwithstanding the foregoing, no such consent of the Indemnified Party shall be required if the related settlement does not entail any admission of liability on the part of any Indemnified Party and provides for the full release of the Indemnified Party from any and all liability in respect of such Third Party Claim.  The Indemnifying Party shall be solely responsible for any amounts payable under any such settlement agreement, as Losses of the Indemnified Party.  Regardless which party assumes the defense of the Third Party Claim, the parties hereto agree to cooperate fully with one another in connection therewith and to keep each other reasonably informed of the status of the Third Party Claim and any related proceeding and to take no action or make any admissions or statements that would adversely affect the defense of any such Third Party Claim.

11.4        Limitations on Indemnification.

(a)          Notwithstanding anything to the contrary set forth herein, no Buyers’ Indemnified Party or Sellers’ Indemnified Party will be entitled to recover for Losses under Section 11.2(a) or 11.2(b), as applicable, (i) that individually are in an amount of $25,000 or less (a “Minor Claim”), which Minor Claims will not be aggregated unless such Minor Claims are part of a substantially similar class of, or related, claims, or (ii) unless and until Losses arising out of an individual claim or a series of unrelated claims, aggregate to an amount in excess of $302,500 (the “Threshold Amount”)^, in which case, the Indemnifying Party will only be liable for the amount of Losses sought by the Indemnified Party in excess of the Threshold Amount.

(b)         The Buyers’ Indemnified Parties first will exhaust the Escrow Account for all indemnifiable Losses under Section 11.2(a) before pursuing any other remedy hereunder, second will recover from the R&W Policy (to the extent covered thereby) until the maximum amount recoverable under the R&W Policy has been met, and third, solely to the extent there are any remaining Losses, may proceed directly against the Sellers’ Parent.  Notwithstanding anything herein to the contrary, in no event shall the aggregate liability of Sellers’ Parent, collectively, for all claims by the Buyers’ Indemnified Parties for indemnifiable Losses under (i) Section 11.2(a)(i) exceed the Escrow Amount, and such amounts shall be recoverable solely from the Escrow Account, (ii) the Intermediate Cap Specific Indemnities, in the aggregate, exceed an amount equal to $9,075,000, and (iii) Sections 11.2(a)(ii) through 11.2(a)(v), in the aggregate (including, for the avoidance of doubt, any items set forth in Annex 11.2(a)(v)), exceed the aggregate amount of the Purchase Price, as finally determined pursuant to Section 2.3, actually received by Sellers; provided, however, that the foregoing limitations in clauses (i), (ii) and (iii) do not apply to a claim for Fraud (but exclusively to such claim of Fraud and any claims substantially related to Fraud, and such foregoing limitations shall apply to other unrelated claims brought in the same Action), which claim for Fraud has been proven in a court of competent jurisdiction.  In all cases, Buyers shall use commercially reasonable efforts to recover insurance proceeds for all Losses for which the insurer may be liable under the R&W Policy.  Nothing herein is intended to limit or affect Buyers’ ability to make claims against or recover amounts under the R&W Policy.

(c)          The indemnification obligation of Buyers shall be capped at the amount of the Purchase Price, as finally determined pursuant to Section 2.3, actually received by Sellers; provided, however, that the foregoing limitations do not apply to a claim for Fraud (but exclusively to such claim of Fraud and any claims substantially related to Fraud, and such foregoing limitations shall apply to other unrelated claims brought in the same Action), which claim for Fraud has been proven in a court of competent jurisdiction.

(d)         Each of the representations, warranties, covenants, agreements or other obligations contained herein that contains any “Material Adverse Effect,” “material,” “in all material respects,” or similar materiality qualifications shall be read as though such qualifications were not contained therein for the purposes of determining whether or not an Indemnified Party is entitled to indemnification pursuant to this Article XI or the amount of Losses to which such Indemnified Party may be entitled under this Article XI.

(e)        Notwithstanding anything to the contrary in this Agreement, any amounts payable pursuant to the indemnification obligations under this Agreement shall be paid without duplication and in no event shall (i) any Indemnifying Party be obligated to indemnify any Indemnified Party with respect to any Losses with respect to any matter to the extent such matter was taken into account in the Adjustment Amount pursuant to Sections 2.2(b) and 2.3; or (ii) any Indemnified Party be indemnified under different provisions of this Agreement for the same Losses.

(f)        The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its representatives) or by reason of the fact that the Indemnified Party or any of its representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Article VIII or Article IX, as the case may be.

(g)         Amounts in respect of any Losses payable by any Indemnifying  Party pursuant to the indemnification obligations under this Agreement shall be reduced by (i) any amounts actually received from third parties by or on behalf of the Indemnified Party (including applicable insurance proceeds), (ii) an amount equal to any Tax Benefit received by the Indemnified Party or any of its Affiliates as a result of such Losses or any of the circumstances giving rise thereto, in or prior to the taxable year in which indemnification for such Losses is paid by the Indemnifying Party (provided that this Section 11.4(g)(ii) shall only apply to the extent that a Loss is actually paid by an Indemnifying Party and shall exclude any Loss covered by the R&W Policy), and (iii) any insurance proceeds (net of direct collection expenses) recovered by the Indemnified Party (such amounts and benefits are collectively referred to herein as “Indemnity Reduction Amounts”).  If any Indemnified Party receives any Indemnity Reduction Amounts in respect of a claim for which indemnification is provided under this Agreement after the full amount of such claim has been paid by an Indemnifying Party or after an Indemnifying Party has made a partial payment of such claim and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such claim, then the Indemnified Party shall promptly remit to the Indemnifying Party an amount equal to the excess (if any) of (x) the amount theretofore paid by the Indemnifying Party in respect of such claim, less (y) the amount of the indemnity payment that would have been due if such Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made.  For the avoidance of doubt, it is not intended that any insurer be released from any obligation or liability that it otherwise would have had under any of the Target Companies Insurance Policies set forth on Schedule 5.19(a) or under the R&W Policy as a result of the indemnification provisions of this Agreement or be entitled to any rights of subrogation in relation to any party’s rights under this Agreement as a result of any claims paid or payable by such insurer under any of the Target Companies Insurance Policies set forth on Schedule 5.19(a).  For purposes of this Section 11.4(g), “Tax Benefit” shall mean any refund of Taxes paid or reduction in the amount of Taxes that otherwise would have been due and payable by the Indemnified Party, in each case determined at the Tax rate applicable to the character of income or gain of the Indemnified Party offset by such Losses in the taxable year such income or gain is offset.

(h)         Sellers and Buyer, as appropriate, shall each, or shall cause each Indemnified Party to, use commercially reasonable efforts to mitigate Losses for which indemnification is available under this Article XI and shall act in good faith in responding to, defending against, settling or otherwise dealing with such claims (and the reasonable and documented costs and expenses of such mitigation shall be indemnifiable Losses hereunder); provided, however, that Buyer shall not be required to take any action that could reasonably be expected to be detrimental to the reputation and prospects of the business, properties, assets, or liabilities of Buyer and its Affiliates.

(i)          In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive damages relating to the breach or alleged breach of this Agreement, except to the extent any such punitive damages are required to be paid by a court of competent jurisdiction to a third party in respect of a Third Party Claim.

11.5        Exclusive Remedy.  Notwithstanding anything to the contrary herein, Buyers (on behalf of the Buyers’ Indemnified Parties) acknowledge and agree that, except as provided in Section 12.10(c) or claims for Fraud, the indemnification pursuant to the provisions of this Article XI shall be the sole and exclusive remedies for any Losses, liability, damages or other amounts, whether or not arising out of Third Party Claims, of and for the Buyers’ Indemnified Parties with respect to (a) any misrepresentation or inaccuracy in, or breach of, any representations or warranties of Sellers (or any other Person) or any breach or failure in performance of any covenants or agreements made by any Seller, in this Agreement or in any exhibit or schedule hereto or any document or certificate delivered hereunder or otherwise relating to the Sellers, or to the Target Companies and Target Subsidiaries, their respective businesses, operations, assets, properties, liabilities or the transactions contemplated hereby or (b) any other matter relating to the Sellers or to the Target Companies and Target Subsidiaries prior to Closing, the operation of their respective businesses prior to Closing, or any other transaction or state of facts involving any Target Company or any Target Subsidiary prior to Closing (including any common law or statutory rights or remedies for environmental, health or safety matters).  Buyers (on behalf of the Buyers’ Indemnified Parties) acknowledge and agree that the Buyers’ Indemnified Parties may not avoid such limitation on liability by (i) seeking damages for breach of contract, tort or pursuant to any other theory of liability, all of which are hereby waived or (ii) asserting or threatening any claim against any Person that is not a party hereto (or a successor to a party hereto) for breaches of the representations, warranties, covenants or agreements contained in this Agreement.  BUYERS, ON BEHALF OF THE BUYERS’ INDEMNIFIED PARTIES, EXPRESSLY WAIVE ALL RIGHTS AFFORDED BY ANY STATUTE THAT LIMITS THE EFFECT OF A RELEASE WITH RESPECT TO UNKNOWN CLAIMS (OTHER THAN IN THE CASE OF FRAUD), ACKNOWLEDGE THAT THEY UNDERSTAND THE SIGNIFICANCE OF THIS RELEASE OF UNKNOWN CLAIMS (OTHER THAN IN THE CASE OF FRAUD) AND WAIVER OF STATUTORY PROTECTION AGAINST A RELEASE OF UNKNOWN CLAIMS (OTHER THAN IN THE CASE OF FRAUD), AND ACKNOWLEDGE AND AGREE THAT THIS WAIVER IS AN ESSENTIAL AND MATERIAL TERM OF THIS AGREEMENT.

11.6       Effect on Purchase Price.  Any payments made to a Buyers’ Indemnified Party or a Sellers’ Indemnified Party pursuant to this Article XI shall be treated as an adjustment to the Purchase Price for Tax purposes to the extent permitted by Law.

11.7          Tax Matters.

(a)          Allocation of Taxes.  In the case of any taxable period of any Target Company or any Target Subsidiary that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes for the Target Companies and Target Subsidiaries for any Pre-Closing Tax Period shall be determined (i) as to income, receipts, Taxes imposed in connection with the provision of services or any sale or other transfer or assignment of property (other than Taxes described in Section 11.7(f)) or similar Taxes, based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass through entity, or any controlled foreign corporation, passive foreign investment company or similar entity, in which any Target Company or any Target Subsidiary holds a beneficial interest shall be deemed to terminate at such time, and Sections 706(a), 951 and 951A of the Code (and any similar provisions of state, local or non-U.S. Tax Law) shall be applied accordingly), and (ii) as to all other Taxes, based on a daily proration, within the Straddle Period.  For purposes of any Taxes determined based on a daily proration basis, the amount of such Taxes allocated to a Pre-Closing Tax Period shall be the full, actual amount of such Taxes multiplied by a fraction the numerator of which is the number of days in the Tax period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire Straddle Period.  Buyers and Sellers agree that if any Target Company or any domestic Target Subsidiary is permitted but not required under applicable foreign, state or local tax Laws to treat the Closing Date as the last day of a taxable period, Buyers and Sellers shall treat such day as the last day of a taxable period.  Transactions of the Target Companies and Target Subsidiaries that occur on the Closing Date but after Closing and that do not occur in the ordinary course of business of any Target Company or any of its domestic Target Subsidiaries and are not contemplated by this Agreement or required by Law or by a Contract entered into by any of the Target Companies or Target Subsidiaries before Closing (and to which Buyers’ Parent has not consented in writing) (“Post‑Closing Events”) shall be considered to be attributable to the period that commences on the day following the Closing Date.  To the extent permitted by applicable Tax Law, Buyers agree to report and cause to be reported all Post-Closing Events as occurring at the beginning of the day following the Closing Date.  Reorganization Taxes of the Target Companies and Target Subsidiaries shall be considered to be attributable to Pre-Closing Tax Periods.

(b)          Taxes and Tax Returns.

(i)          Sellers’ Representative, at the expense of Sellers, shall prepare and file timely, or cause to be prepared and filed timely, in accordance with applicable Law all Tax Returns of the Target Companies and Target Subsidiaries for all Pre-Closing Tax Periods that end on or before the Closing Date (“Pre-Closing Tax Returns”).  Sellers’ Representative shall permit Buyers’ Parent to review and comment on each Pre-Closing Tax Return at least 20 Business Days prior to the filing of such Pre‑Closing Tax Return, in the case of income Tax Returns, and in such period of time prior to filing as Sellers’ Representative shall reasonably determine to be practicable (but in any event at least ten Business Days prior to the filing of such Tax Returns) in the case of other Tax Returns. Buyers’ Parent shall submit any comments within five Business Days of the due date of the applicable Pre-Closing Tax Return, or, if later, within eight Business Days of receiving a draft of such Pre-Closing Tax Return from Sellers’ Representative, and Sellers’ Representative shall consider such comments in good faith.  To the extent that Sellers’ Representative and Buyers’ Parent are unable to agree on a matter in a Pre-Closing Tax Return, such matters shall be submitted to the Accounting Firm in accordance with Section 11.7(b)(iii).  All Pre-Closing Tax Returns shall be prepared and filed in a manner consistent with prior practice, except as required by applicable Tax Law.  Sellers’ Representative shall be responsible for (and shall pay or cause to be timely paid) any and all Taxes of the Target Companies and Target Subsidiaries attributable to all Pre‑Closing Tax Periods, including to that portion of a Straddle Period ending on or before the Closing Date.  In addition, Sellers’ Parent, on behalf of Sellers, shall be responsible for (and shall pay or cause to be timely paid), and shall indemnify and hold harmless the Buyers’ Indemnified Parties for Losses arising from or related to any Reorganization Taxes as set forth in Section 11.2(a)(iv) and against the following additional Tax matters:

(A)        any Taxes imposed by Governmental Authorities in Brazil or India in respect of the sale of the Tredegar Brasil Interests or Tredegar India Interests pursuant to this Agreement in excess of, as applicable, the Brazilian Withholding Tax Amount or the Indian Withholding Tax Amount (each, an “Excess Withholding Tax Amount”),

(B)          any liability (including under Treasury Regulations Section 1.1502-6 and similar state, local and non-U.S. rules) of any of the Target Companies or Target Subsidiaries for Taxes as a result of being or having been a member of any consolidated, combined, unitary or other similar group in any Pre-Closing Tax Period, in each case, excluding any Taxes required to be settled directly by Sellers’ Parent or any of its Affiliates (other than the Target Companies and Target Subsidiaries) with the applicable Governmental Authorities;

(C)          any liability arising out of or resulting from state income, franchise and gross receipts Taxes in states other than those set forth on Annex 11.7(b)(i)(C);

(D)          any liability arising out of or resulting from Brazilian Taxes on revenues of Tredegar Brasil derived from services provided to any Seller, any Target Company or any other Affiliate of the foregoing;

(E)          any liability arising out of or resulting from any improper interest deductions of Tredegar India taken with respect to interest paid to associated enterprises that are not Tax residents of India; and

(F)          any liability arising out of or resulting from Brazilian Taxes with respect to remittances and returns between Tredegar Brasil and its Brazilian warehouse branch.

(ii)        Buyers’ Parent, at the expense of Buyers, shall prepare and file timely, or cause to be prepared and filed timely, in accordance with applicable Law all Tax Returns for the Target Companies and Target Subsidiaries for all Straddle Periods (“Straddle Tax Returns”) and all Tax Returns for the Target Companies and Target Subsidiaries for all Post-Closing Tax Periods (“Post-Closing Tax Returns”); provided, however, that for the avoidance of doubt, all Tax deductions, refunds, credits and other similar benefits arising from Transaction Expenses (to the extent such Transaction Expenses are (1) expressly taken into account in the Final Adjustment Amount, (2) otherwise paid by a Target Company or Target Subsidiary on or prior to Closing, or (3) otherwise paid by Sellers or Sellers’ Parent) shall be treated as arising on or before the Closing Date to the extent permitted under applicable Tax Law.  Buyers’ Parent shall be responsible for (and shall pay or cause to be timely paid) any and all Taxes of the Target Companies and Target Subsidiaries attributable to all Post-Closing Tax Periods, including to that portion of a Straddle Period beginning after the Closing Date, provided, for the avoidance of doubt, that Sellers’ Parent, on behalf of Sellers, shall be shall be responsible for Taxes for which the Sellers’ Parent has an indemnification obligation under this Agreement.  All Straddle Tax Returns (to the extent that such Tax Returns are with respect to the Target Companies and Target Subsidiaries) shall be prepared and filed in a manner consistent with prior practice, except as required by applicable Tax Law.  Buyers’ Parent shall permit Sellers’ Representative to review and comment on each Straddle Tax Return (or the allocable portions of such Straddle Tax Return that include the Target Companies and Target Subsidiaries) at least 20 Business Days prior to the filing of such Straddle Tax Return, in the case of income Tax Returns, and in such period of time prior to filing Buyers’ Parent shall reasonably determine to be practicable (but in any event at least ten Business Days prior to the filing of such Tax Return) in the case of other Tax Returns, and Buyers’ Parent shall consider in good faith any revisions to such Straddle Tax Return reasonably requested by Sellers’ Representative, and shall pay the Tax shown as due on such Tax Return to the applicable Governmental Authority at the time such Tax Return is filed (and Sellers’ Representative at that time shall pay Buyer an amount equal to the portion of such Tax for which the applicable Seller is responsible under Section 11.7(b)(i)).  To the extent that Sellers’ Representative and Buyers’ Parent are unable to agree on a matter in a Straddle Tax Return that relates to a Pre-Closing Tax Period or a matter that would reasonably be expected to increase the Pre-Closing Taxes that Sellers are obligated to pay pursuant to this Agreement, such matters shall be submitted to the Accounting Firm in accordance with Section 11.7(b)(iii).

(iii)        If Sellers’ Representative and Buyers’ Parent cannot agree as to any revisions of a Pre-Closing Tax Return or a Straddle Tax Return, then at least five Business Days prior to the filing date of such Tax Return (including applicable extensions) any disputed item shall be resolved (within a reasonable time, taking into account the deadline for filing such Tax Return) by the Accounting Firm.  The resolution of such dispute by the Accounting Firm will (A) be set forth in writing, (B) be within the range of dispute between Buyers and Sellers, (C) constitute an arbitral award, and (D) absent fraud or manifest error, be conclusive and binding upon all the parties upon which a judgment may be rendered by a court having proper jurisdiction.  Upon resolution of all disputed items, the relevant Tax Return shall be filed on that basis.  Should the relevant Tax Return be due prior to resolution of all disputed items, (x) in the case of a Pre-Closing Tax Return, such Tax Return shall be timely filed by Buyers’ Parent based on the position of Sellers’ Representative, (y) in the case of a Straddle Tax Return, such Tax Return shall be timely filed based on the position of Buyers’ Parent based on the position of Buyers, and (z) in each case, if necessary, Buyers’ Parent shall file an amended Tax Return upon resolution of all disputed items. The costs, fees and expenses of the Accounting Firm shall be borne equally by Buyers and Sellers.

(iv)        Buyers’ Parent and Buyers shall not, and shall cause the Target Companies and Target Subsidiaries not to, amend a Pre-Closing Tax Return or a Straddle Tax Return without Sellers’ Representatives’ prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed, to the extent such amendment would reasonably be expected to increase the Pre-Closing Taxes that Sellers are obligated to pay pursuant to this Agreement.

(c)          Tax Sharing.  Any and all Tax sharing agreements or arrangements to which any of the Target Companies or Target Subsidiaries is a party shall be terminated as of the Closing Date, other than any Tax sharing agreements entered into in the ordinary course of business the principal purpose of which is not Taxes.  After the Closing Date, no Target Company nor any of the Target Subsidiaries shall have any further rights or liabilities thereunder.

(d)          Cooperation on Tax Matters.  Sellers’ Representative and Buyers’ Parent shall (and after Closing, Buyers’ Parent and Buyers shall cause the Target Companies and Target Subsidiaries to) cooperate fully, as and to the extent reasonably requested by another party, in connection with the filing of Tax Returns pursuant to this Section 11.7(d) and any audit, litigation or other proceeding with respect to Taxes of any Target Company or any Target Subsidiary.  Such cooperation shall include the retention (in accordance with the next sentence) and (upon the other party’s request) the provision of records and information that are reasonably relevant to any such audit, litigation or other proceeding and making employees and, as applicable, outside Tax advisors available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.  Sellers’ Representative and Buyers’ Parent agree (and Buyers’ Parent and Buyers shall cause the Target Companies and Target Subsidiaries) to retain all books and records with respect to Tax matters pertinent to any Target Company or any Target Subsidiary relating to any Pre-Closing Tax Period or Straddle Period until the expiration of the applicable statute of limitations (and, to the extent notified by Sellers’ Representative or Buyers’ Parent, any extensions thereof), and to abide by all record retention agreements entered into with any taxing authority.  Sellers’ Representative and Buyers’ Parent shall (and Buyers’ Parent and Buyers shall cause the Target Companies and Target Subsidiaries to), upon request, use commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed with respect to any Target Company or any Target Subsidiary or with respect to the transactions contemplated by this Agreement.  Sellers’ Representative and Buyers’ Parent shall (and Buyers’ Parent and Buyers shall cause the Target Companies and the Target Subsidiaries to), upon request, provide the other party with all information that may be required to report pursuant to Section 6043A of the Code or the Treasury Regulations promulgated thereunder with respect to the transactions contemplated by this Agreement.

(e)          Contest Provisions.

(i)          In the event any Buyer, any Target Company or any Target Subsidiary receives notice of any pending or threatened Tax audit, assessment or other dispute concerning any Taxes for which Taxes any Seller or Seller Parent is required to provide indemnification pursuant to the indemnification provisions of this Article XI or any Taxes allocable to any Pre-Closing Period (any such audit, assessment or other dispute, a “Contest”), Buyers’ Parent shall notify Sellers’ Representative promptly of such Contest pursuant to a Notice of Claim; provided, however, that failure of Buyers’ Parent to comply with this provision shall not affect Buyers’ right to indemnification pursuant to this Article XI unless such failure materially adversely affects the ability of such Seller to challenge such Contest.

(ii)         Sellers’ Representative shall control any Contest that relates to any Pre-Closing Tax Period (other than the pre-Closing portion of a Straddle Period) , and shall be entitled to employ counsel of its choice at Sellers’ Representative’s expense; provided, however, that Sellers’ Representative shall keep Buyers’ Parent reasonably informed of the details and status of such Contest and at Buyers’ Parent’s request from time to time shall consult with Buyers’ Parent as to the conduct of and strategy for such Contest, and, at Buyers’ Parent’s expense, provide Buyers’ Parent with copies of all written material correspondence regarding such Contest; and provided further that Sellers’ Representative shall not compromise, resolve or settle, either administratively or after the commencement of litigation, any such Contest in a manner that would result in liability of a Buyers’ Indemnified Party for a Tax for which such Buyers’ Indemnified Party is not entitled to receive indemnification under this Article XI, without the prior written consent of Buyers’ Parent (such consent not to be unreasonably withheld, conditioned or delayed).  If Sellers’ Representative fails to assume control of the conduct of any such Contest within a reasonable period following the receipt by Buyers’ Parent of notice of such Contest, Buyers’ Parent shall have the right to assume control of such Contest; provided, however, that (1) Sellers’ Representative shall have the right to participate (at its own expense) in, but not direct, any such Contest and (2) Buyers’ Parent shall keep Sellers’ Representative reasonably informed of the details and status of such Contest and at Sellers’ Representative’s request from time to time shall consult with Sellers’ Representative as to the conduct of and strategy for such Contest and, at Sellers’ Representative’s expense, provide Sellers’ Representative with copies of all written material correspondence regarding such Contest; provided further that Buyers’ Parent shall not compromise, resolve or settle, either administratively or after the commencement of litigation, any such Contest without the prior written consent of Sellers’ Representative, such consent not to be unreasonably withheld, conditioned or delayed.

(iii)        Buyers’ Parent shall control any Contest that relates to any Straddle Period and shall be entitled to employ counsel of its choice at its expense; provided, that, to the extent such Contest concerns Taxes for which any Seller or Sellers’ Parent is required to provide indemnification pursuant to the indemnification provisions of this Article XI or would reasonably be expected to increase the Pre-Closing Taxes that Sellers are obligated to pay pursuant to this Agreement, (x) Sellers’ Representative shall have the right to participate (at its own expense) in, but not direct, any such Contest; and (y) Buyers’ Parent shall keep Sellers’ Representative reasonably informed of the details and status of such Contest and at Sellers’ Representative’s request from time to time shall consult with Sellers’ Representative as to the conduct of and strategy for such Contest and, at Sellers’ Representative’s expense, provide Sellers’ Representative with copies of all written material correspondence regarding such Contest.  Notwithstanding the foregoing, Buyers’ Parent shall not be entitled to compromise, resolve or settle, either administratively or after the commencement of litigation, any such Contest in a manner that would increase the liability for Taxes of any Seller without the prior written consent of Sellers’ Representative, which consent shall not be unreasonably conditioned, withheld or delayed; provided, however, that such consent shall not be required to the extent that Buyers’ Parent or a Buyer directly pays such additional amounts owed by the other party, if any, and agrees in writing with the other party not to seek indemnity from the other party against the effects of such settlement.  If Buyers’ Parent fails to assume control of the conduct of any such Contest within a reasonable period following the receipt by Sellers’ Representative of notice of such Contest, Sellers’ Representative shall have the right to assume control of such Contest; provided, however, that (1) Buyers’ Parent shall have the right to participate (at its own expense) in, but not direct, any such Contest and (2) Sellers’ Representative shall keep Buyers’ Parent reasonably informed of the details and status of such Contest and at Buyers’ Parent’s request from time to time shall consult with Buyers’ Parent as to the conduct of and strategy for such Contest; provided further that Sellers’ Representative shall not compromise, resolve or settle, either administratively or after the commencement of litigation, any such Contest without the prior written consent of Buyers’ Parent, such consent not to be unreasonably withheld, conditioned or delayed.

(iv)         To the extent that it conflicts with Section 11.3(b), the provisions of this Section 11.7(e) shall control with respect to all Contests.

(f)          Transfer Taxes and Fees.  All transfer, documentary, sales, use, real property transfer, stamp, registration and other such Taxes and all conveyance fees, recording charges and other fees and charges (including, as to any such Taxes, fees, or charges, any penalties and interest) incurred by Buyers, any Target Company or any Target Subsidiary in connection with the consummation of the transactions contemplated by this Agreement (other than Reorganization Taxes) shall be borne 50% by Buyers and 50% by Sellers.  Buyers’ Parent and Sellers’ Representative shall file, or cause to be filed, all necessary Tax Returns and other documentation with respect to all Taxes described in this Section 11.7(f) and, if required by Law, they shall cause the applicable Seller or Buyer and their applicable Affiliates to, join in the execution of any such Tax Return and other documentation.

(g)          Purchase Price Allocation.

(i)          The Purchase Price (and all other capitalized costs) shall be allocated among the Target Companies and the portions thereof allocated to TFP and Tredegar Brasil shall be allocated among their assets, respectively, and the assets of any of the Target Subsidiaries of TFP or Tredegar Brasil that are formed under U.S. law and are disregarded entities for U.S. federal income tax purposes in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local or foreign Law, as appropriate), pursuant to the provisions of this Section 11.7(g) (the “Purchase Price Allocation”).  A draft of the Purchase Price Allocation shall be prepared by Buyers’ Parent and delivered to Sellers’ Representative within 60 days following the Closing Date.  If Sellers’ Representative notifies Buyers’ Parent in writing within 30 days following the receipt of such Purchase Price Allocation that Sellers’ Representative objects to one or more items reflected in such draft of the Purchase Price Allocation, Sellers’ Representative and Buyers’ Parent shall negotiate in good faith to resolve such dispute; provided, however, that if Sellers’ Representative and Buyers’ Parent are unable to resolve any dispute with respect to the Purchase Price Allocation within 60 days following Sellers’ Representative’s delivery of such notice, such dispute shall be resolved by the Accounting Firm.  The fees and expenses of the Accounting Firm shall be borne equally by Sellers and Buyers.  Buyers, Sellers and their Affiliates shall file Tax Returns (including, but not limited to, IRS Form 8594) in all respects and for all purposes consistent with the Purchase Price Allocation as determined pursuant to this Section 11.7(g).  Any adjustment to the Purchase Price pursuant to Section 11.6 shall be allocated in a manner consistent with the Purchase Price Allocation.  For the avoidance of doubt, any document prepared for purposes of allocating the Purchase Price for non-U.S. tax purposes (including any PPA report or other similar document) shall not impact the Purchase Price Allocation. Buyers’ Parent, Sellers’ Representative and their respective Affiliates shall not take any position (whether in an audit, Tax Return or otherwise) that is inconsistent with the Purchase Price Allocation unless otherwise required to do so by applicable Law.  The provisions of this Section 11.7(g) will survive post‑Closing indefinitely.  Notwithstanding anything to the contrary contained in this Agreement, the portion of the Purchase Price allocated to the Tredegar India Interests shall be consistent with the Purchase Price (in this instance, as defined in the Tredegar India Interests Purchase Agreement) under the Tredegar India Interests Purchase Agreement on the basis of which the Indian Tax Withholding Amount will be computed and withheld, and such portion of the Purchase Price allocated to Tredegar India Interests will not be subject to any adjustments as provided under Section 2.3.  Further, Buyers’ Parent agrees that it will allocate the same amount towards the Tredegar India Interests for the purposes of Purchase Price Allocation under this Section 11.7(g) and will not deviate therefrom.

(ii)         From the date hereof through the Closing Date, to the extent necessary to prepare bills of sale, transfer agreements or to otherwise timely comply with the requirements of applicable Law in respect of the sale of the Interests at the Closing, Sellers’ Representative and Buyer agree to cooperate in good faith to allocate, the Estimated Purchase Price among the Sellers and/or the Interests.

(h)         Tax Refunds.  Any refund (including any interest paid or credited by a Governmental Authority with respect thereto) of Taxes paid by any Target Company or Target Subsidiary with respect to any Pre-Closing Tax Period (including the pre-Closing portion of any Straddle Period) that are (i) taken into account as a liability in the computation of the Final Adjustment Amount, (ii) otherwise paid by a Target Company or Target Subsidiary on or prior to Closing, or (iii) otherwise paid by Sellers or Sellers’ Parent, shall be solely the property of Sellers and any such amounts payable to Sellers pursuant to this Section 11.7(h) shall be paid to Sellers (and any material correspondence related thereto shall be provided), net of any Taxes and other costs and expenses attributable to obtaining or to the receipt or accrual of such refund, within ten days after receipt of a cash payment of such Tax refund by the applicable Target Company or Target Subsidiary from the applicable Governmental Authority or the Target Company’s or Target Subsidiary’s credit or setoff of such refund against a Tax otherwise then due and payable by the Target Company or Target Subsidiary to the applicable Governmental Authority.

(i)          Indian Withholding Tax Amount.

(i)          As promptly as practicable after the date of this Agreement (and in any event at least 20 Business Days before the Closing Date ), Sellers’ Representative shall provide to Buyers’ Parent a report of internationally recognized Indian tax advisors expert in such matters setting forth in reasonable detail, and with appropriate supporting documentation and calculations, Far East’s tax basis and holding period in the Tredegar India Interests, the amount of Far East’s gain with respect to the sale of such Interests pursuant to this Agreement, and the amount of Tax that will be imposed under the Republic of India Income Tax Act, 1961 in respect of such sale, each computed in accordance with the provisions (including section 50CA) of the Republic of India Income Tax Act, 1961 (such report, the “Indian Tax Report”).  The Indian Tax Report shall include an independent valuation report determining fair market value of equity shares of Tredegar India as per internationally recognized method for the purposes of the Republic of India Income Tax Act, 1961, and a valuation that indicates the expected value of the Tredegar India Interests as per Section 56(2)(x) and 50CA of the Republic of India Income Tax Act, 1961 and related Rules 11U, 11UA and 11UAA of the Income Tax Rules, 1962 applied on a reasonable basis).  Following the delivery of such report, (x) Sellers’ Representative shall, and shall cause the advisors that prepared the Indian Tax Report to, cooperate in a commercially reasonable manner with Buyers’ Parent and its Indian tax advisors to promptly provide additional information, answer questions and consult regarding the Indian Tax Report as reasonably requested by Buyers’ Parent and its Indian tax advisors, (y) Sellers’ Representative shall cause such advisors to make any revisions or additions to those reports as may be reasonably requested by Buyers’ Parent, and (z) Sellers’ Representative and Buyers’ Parent shall use commercially reasonable good faith efforts to agree on the amount of Tax imposed under the Laws of the Republic of India, computed in accordance with the Indian Tax Report as the same may be revised pursuant to clause (y). If, at least three Business Days before the Closing Date, Sellers’ Representative and Buyers’ Parent have agreed in writing on such amount of Tax, then such agreed upon amount shall be the Indian Withholding Tax Amount, and Miramar shall withhold such amount from the consideration payable to Far East in respect of the Tredegar India Interests under this Agreement on the Closing Date and pay over such withheld amount to the Indian Governmental Authorities responsible for taxation.  If Sellers’ Representative and Buyers’ Parent have not entered into such a written agreement at least three Business Days before the Closing Date, then Miramar shall withhold from the consideration payable to Far East in respect of the Tredegar India Interests under this Agreement such amount of Tax imposed under the Laws of the Republic of India as Sellers’ Representative, based on advice of Sellers’ Parent’s Indian tax advisor expert in these matters, determines Miramar is required to withhold (which amount shall be the Indian Withholding Tax Amount for purposes of this Agreement), and Miramar shall pay over such withheld amount to the Indian Governmental Authorities responsible for taxation.  For the avoidance of doubt, any amount withheld by Miramar pursuant to this Section 11.7(i) and paid to the Indian tax authorities shall be considered to have been paid by Miramar to Far East. Buyers’ Parent shall deliver to Sellers’ Representative evidence of the payment of the Indian Withholding Tax Amount to the proper Indian Governmental Authorities.  In the event Miramar is required to pay any Excess Withholding Tax Amount in respect of the sale of the Tredegar India Interests pursuant to this Agreement, Miramar shall be entitled to be indemnified for such Taxes pursuant to Section 11.7(b)(i)(A).

(ii)          Miramar agrees to take all reasonable action necessary to enable Far East to claim a Tax credit in the amount of the Indian Withholding Tax Amount including (A) depositing the Indian Withholding Tax Amount with the applicable Indian Governmental Authority responsible for taxation, (B) filing a withholding Tax Return and (C) issuing a withholding tax certificate to Far East, in accordance with and within the prescribed due dates under the Republic of India Income Tax Act, 1961.

(j)          Brazilian Withholding Tax Amount.

(i)          As promptly as practicable after the date of this Agreement (and in any event at least 20 Business Days before the Closing Date), Sellers’ Representative shall provide to the Buyers’ Parent a report of internationally recognized Brazilian tax advisors expert in such matters setting forth in reasonable detail, and with appropriate supporting documentation and calculations, LatAm’s and Investments’ tax basis and holding period in the Tredegar Brasil Interests owned by each of them, the amount of LatAm’s and Investments’ gain with respect to the sale of such Interests pursuant to this Agreement, and the amount of Tax that will be imposed under the Laws of the Federative Republic of Brazil in respect of such sale, each computed in accordance with the Tax Laws of the Federative Republic of Brazil (such report, the “Brazilian Tax Report”).  Following the delivery of such reports, (x) Sellers’ Representative shall, and shall cause the advisors that prepared the Brazilian Tax Report to, cooperate in a commercially reasonable manner with Buyers’ Parent and its Brazilian tax advisors to promptly provide additional information, answer questions and consult regarding the Brazilian Tax Report as reasonably requested by Buyers’ Parent and its Brazilian tax advisors, (y) Sellers’ Representative shall cause such advisors to make any revisions or additions to those reports as may be reasonably requested by Buyers’ Parent, and (z) Sellers’ Representative and Buyers’ Parent shall use commercially reasonable good faith efforts to agree on the amount of Tax imposed under the Laws of the Federative Republic of Brazil, computed in accordance with the Brazilian Tax Report as the same may be revised pursuant to clause (y).  If, at least three Business Days before the Closing Date, Sellers’ Representative and Buyers’ Parent have agreed in writing on such amount of Tax, then such agreed upon amount shall be the Brazilian Withholding Tax Amount, and Fitesa Brazil shall withhold such amount from the consideration payable to Sellers under this Agreement on the Closing Date and pay over such withheld amount to the applicable Brazilian Governmental Authorities responsible for taxation.  If Sellers’ Representative and Buyers’ Parent have not entered into such a written agreement at least three Business Days before the Closing Date, then Fitesa Brazil shall withhold from the consideration payable to Sellers under this Agreement such amount of Tax imposed under the Laws of the Federative Republic of Brazil as Sellers’ Parent, based on advice of Sellers’ Parent’s Brazilian tax advisor expert in these matters, determines is required to be withheld (which amount shall be the Brazilian Withholding Tax Amount for purposes of this Agreement), and Fitesa Brazil shall pay over such withheld amount to the Brazilian Governmental Authorities responsible for taxation.  For the avoidance of doubt, any amount withheld by Buyer pursuant to this Section 11.7(k) and paid to the Brazilian Tax Authorities shall be considered to have been paid by Fitesa Brazil to Sellers.  In the event Fitesa Brazil is required to pay any Excess Withholding Tax Amount in respect of the sale of the Tredegar Brasil Interests pursuant to this Agreement, Fitesa Brazil shall be entitled to be indemnified for such Taxes pursuant to Section 11.7(b)(i)(A).

(ii)          Fitesa Brazil agrees to pay the Brazilian Withholding Tax Amount to the applicable Brazilian Governmental Authority responsible for taxation and to take all reasonable action necessary to support Buyers in connection with any claims or other proceedings related to the Brazilian Withholding Tax Amount.

(k)         VAT Matters.  Sellers agree to take all reasonable actions necessary, if any, to ensure that from and after the Closing Date, each Target Company or Target Subsidiary that has been a member of a group of companies that also includes any Seller or Affiliate, if any, such Seller for VAT purposes will be excluded from the relevant VAT group.

(l)         Survival.  Notwithstanding anything in this Agreement to the contrary, this Section 11.7 shall survive until the 30th day following the expiration of all statutes of limitation (taking into account any waivers or extensions thereof) for the assessment, assertion or imposition of the Taxes addressed in this Section 11.7.

12.1       Appointment of Sellers’ Representative.

(a)          By the execution and delivery of this Agreement, Sellers irrevocably constitute and appoint Sellers’ Representative as their respective representative true and lawful agent and attorney-in-fact hereunder with full power of substitution to act in the name, place and stead of Sellers (and of each of them) (1) subject to the Laws applicable to the Interests, with respect to the transfer of the Interests in accordance with the terms and provisions of this Agreement; (2) to act on behalf of Sellers (and each of them) in any litigation, arbitration or other action or proceeding under this Agreement or otherwise arising out of the transactions contemplated hereby, and (3) to do or refrain from doing all such further acts and things and to execute all documents and instruments, in each case, as Sellers’ Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement.  The power of Sellers’ Representative under the foregoing appointment will include the power:

(i)         to act for Sellers with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise any indemnity claim hereunder on behalf of Sellers (or any of them) and to transact matters of any arbitration, litigation, action or other proceeding hereunder;

(ii)         to act for Sellers in connection with the negotiation and finalization of the Closing Statement and the Final Adjustment Amount, including all matters with respect to the Accounting Firm, if an Accounting Firm is retained pursuant to Section 2.3(b);

(iii)         to execute and deliver any and all ancillary agreements, certificates, instrument and documents that Sellers’ Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated hereby;

(iv)         to enter into one or more amendments to this Agreement or to waive one or more failure of Buyers to comply with any obligation, covenant, agreement or condition contained in this Agreement;

(v)          to do or refrain from doing any further act or deed on behalf of Sellers that Sellers’ Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement as fully and completely as Sellers could do if personally present or acting; and

(vi)         to receive notices and service of process in connection with any claims or proceedings arising under or in connection with this Agreement or the transactions contemplated hereby.

(b)          The appointment herein of Sellers’ Representative shall be deemed coupled with an interest and shall be irrevocable, and Buyers and any other Person may conclusively and absolutely rely, without inquiry, upon any decision, act, consent or instruction of Sellers’ Representative on behalf of Sellers in any and all matters referred to in this Agreement (including any and all matters with respect to the Escrow Agreement).  All notices required to be made or delivered by Sellers to Buyers shall be made to Sellers’ Representative for the benefit of Sellers, and the making or delivery thereof shall discharge in full all notice requirements of Sellers to Buyers with respect thereto.  Sellers’ Representative shall act for Sellers on all of the matters set forth in this Agreement in the manner Sellers’ Representative believes to be in the best interest of Sellers and consistent with obligations under this Agreement, but Sellers’ Representative shall not be responsible to Sellers (or any of them) for any loss or damages any Seller may suffer by the performance by Sellers’ Representative of its duties under this Agreement, other than loss or damage found by the final judgment of a court of competent jurisdiction or arbitrator (through binding arbitration) to arise from Sellers’ Representative’s willful violation of the law or this Agreement or its bad faith in connection with its duties under this Agreement.  All decisions and actions by Sellers’ Representative (to the extent authorized by this Agreement) shall be binding upon all Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same.  Sellers’ Representative shall be entitled to engage such counsel, experts, consultants and other advisors and representatives as he shall deem necessary in connection with exercising its powers and performing its functions hereunder and (in the absence of bad faith on the part of Sellers’ Representative) shall be entitled to conclusively rely on the opinions and advice of any of such Persons.  Sellers’ Representative may (but need not) consult with any Seller in connection with Sellers’ Representative’s exercise of its powers and performing of its functions hereunder, and each Seller shall cooperate with and offer reasonable assistance to Sellers’ Representative in connection with any of such exercise or performance.  Sellers’ Representative will have no liability to Buyers, the Target Companies, any Target Subsidiary or Sellers with respect to actions taken or omitted to be taken solely in its capacity as Sellers’ Representative, except with respect to any liability resulting from Sellers’ Representative fraud, intentional misconduct or intentional misrepresentation.  Sellers’ Representative will at all times be entitled to rely on any directions received from Sellers.  In addition, each Seller shall defend and indemnify Sellers’ Representative and hold Sellers’ Representative harmless from against any loss arising out of or in connection with the acceptance or administration of Sellers’ Representative’s duties hereunder, other than loss or damage found by the final judgment of a court of competent jurisdiction or arbitrator (through binding arbitration) to arise from Sellers’ Representative’s willful violation of the law or this Agreement or its bad faith in connection with its duties under this Agreement.

(c)          Sellers’ Representative will not be entitled to any fee, commission, or other compensation for the performance of its services as Sellers’ Representative.

12.2      Expenses.  Except as otherwise expressly provided herein, including by Section 7.4(d)(iii), Sellers, on the one hand, and Buyers, on the other hand, shall each pay all of their own expenses (including attorneys’ and accountants’ fees, costs and expenses) in connection with the negotiation of this Agreement, the performance of their obligations hereunder and the consummation of the transactions contemplated by this Agreement.

12.3       Amendment.  This Agreement may not be amended except by an instrument in writing signed by Buyers’ Parent and Sellers’ Representative on behalf of all parties hereto.

12.4       Entire Agreement.  This Agreement, the Schedules and Exhibits and any documents executed by the parties simultaneously herewith or pursuant hereto, contain all of the terms, conditions and representations and warranties agreed to by the parties relating to the subject matter of this Agreement and supersede all other prior and contemporaneous agreements, negotiations, correspondence, undertakings and communications of the parties or their representatives, oral or written, respecting such subject matter.  In the event of any conflict between the terms of this Agreement and the terms of any agreement, instrument or document delivered hereunder, the terms of this Agreement shall prevail.  No party hereto shall, or permit its Affiliates to, enforce or attempt to enforce, or otherwise use or introduce into evidence, the terms of any such ancillary agreement in any manner which could challenge, question or impair the validity or enforceability of this Agreement or any such ancillary agreement, or, in each case, any terms hereof or thereof.

12.5       Notices.  All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given:  (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by an overnight courier (receipt requested); (c) on the date sent by facsimile or e‑mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third (3rd) day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.  Such communications must be sent to the respective parties to this Agreement at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 12.5):

If to Buyers’ Parent (on behalf of Buyers), to:

with a copy (which shall not constitute notice) to:

If to Sellers’ Representative, to:

with a copy (which shall not constitute notice) to;

with a copy (which shall not constitute notice) to:

12.6       Waiver.  Any right hereunder may be waived only by a written instrument signed by Sellers’ Representative if any Seller is the waiving party or by Buyers’ Parent if any Buyer is the waiving party.  The failure of a party to insist, in any one or more instances, upon performance of the terms of this Agreement will not be construed as a waiver or relinquishment of any right granted hereunder or of the future performance of any such term.  No waiver on the party of any party of any right, power or privilege, nor any single or partial exercise of any such right, power, or privilege, will preclude any further exercise thereof or the exercise of any other such right, power, or privilege.

12.7       Binding Effect; Assignment.  This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.  This Agreement is not assignable by any party without the prior written consent of the other parties; provided, however, that any Buyer may assign all or any portion of its rights hereunder, including its right to acquire any of the Interests, to any Affiliate of Buyers’ Parent, without the consent of any of the other parties hereto; provided further that no such assignment shall relieve the assigning Buyer from its obligations under this Agreement), and Buyers’ Parent may cause all or any portion of the Purchase Price to be paid to Sellers by one or more of Buyers Parents’ Affiliates.

12.8       No Third Party Beneficiary.  Nothing in this Agreement shall confer any rights, remedies or claims upon any Person not a party or a permitted assignee of a party to this Agreement, except as set forth in Section 7.7 (Indemnification of Officers and Directors), Article XI (Survival and Indemnification), Section 12.12 (Attorney-Client Privilege and Conflict Waiver) and Section 12.13 (Non-Recourse).

12.9       Governing Law.  Pursuant to New York General Obligations Law, Section 5-1401, this Agreement and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by the Laws of the State of New York, without regarding to any applicable principles of conflicts of law that might require the application of the Laws of another jurisdiction.

12.10     Consent to Jurisdiction and Service of Process.

(a)          Pursuant to New York General Obligations Law, Section 5-1402, each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of any federal or state court located within the Borough of Manhattan in New York, New York, over any dispute arising out of or relating to this Agreement or any of the transaction documents or any of the other transactions hereby or thereby, and each party hereby irrevocably agrees that all claims in respect of such dispute or any suit, action proceeding related thereto may be heard and determined in (and only in) such courts. Each of the parties hereby irrevocably waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of venue of any such dispute brought in any such court or any defense of inconvenient or otherwise inappropriate forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment of any such court in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

(b)         Without limiting the foregoing, Sellers’ Representative agrees that service of process on its as provided in Section 12.5 shall be deemed effective service of process.  Buyers’ Parent irrevocably designates, appoints and empowers Fitesa Simpsonville Inc., 840 SE Main Street, Simpsonville, SC 29681 or such other address where such representative office may be located in the State of New York, and its successors and assigns, as its true and lawful agent for service of process to receive and accept on its behalf service of process only with respect to any Actions arising out of or relating to the Agreement and the transactions contemplated by this Agreement and for no other purpose.  Failure of the agent to give notice of any service of process to Buyers’ Parent shall not affect the validity of service on such agent or any proceeding based on such service.  Buyers’ Parent shall be responsible for all fees and expenses payable to such agent.  A copy of all process served on the agent shall be provided pursuant to Section 12.5 or to such other address as the agent may designate in writing from time to time.

(c)          Nothing contained in Section 12.10(a) shall limit the right of Buyers or Sellers to take any action in any court of competent jurisdiction for the purposes of enforcing any judgment or any equitable remedy or relief, nor shall the taking of any such action by Buyers or Sellers in one or more jurisdictions preclude the taking of any such action in any other jurisdiction (whether concurrently or not) if and to the extent permitted by Law.

12.11     WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

12.12    Attorney-Client Privilege and Conflict Waiver.  Recognizing that each of Hunton Andrews Kurth LLP, Khaitan & Co., Mundie e Advogados, NautaDutilh, Stibbe N.V., Radványi & Partners Law Firm and Groom Law Group (collectively, “Sellers’ Legal Advisors” and each, a “Sellers’ Legal Advisor”) has acted as legal counsel to Sellers and certain of their Affiliates, including the Target Companies and Target Subsidiaries prior to Closing, and that each Sellers’ Legal Advisor intends to act as legal counsel to Sellers and certain of its Affiliates after Closing, Buyers hereby waive, on their own behalf, and agree to cause its Affiliates (including, from and after Closing, the Target Companies and Target Subsidiaries) to waive, any conflicts that may arise in connection with each Sellers’ Legal Advisor representing Sellers and/or their Affiliates after Closing as such representation may relate to Buyers, the Target Companies and Target Subsidiaries, or the transactions contemplated herein (including in respect of litigation).  In addition, all communications involving attorney-client confidences between or among Sellers, their Affiliates, the Target Companies and Target Subsidiaries, on the one hand, and each of Sellers’ Legal Advisor, on the other hand, in the course of the negotiation, documentation and consummation of the transactions contemplated hereby or otherwise shall be deemed to be attorney-client confidences that belong solely to Sellers and their Affiliates (and not the Target Companies or any Target Subsidiaries).  Accordingly, Buyers agree that, following Closing, none of them, nor any Target Company nor any Target Subsidiary, nor any of their Affiliates, shall have access to any such communications, or to the files of any of Sellers’ Legal Advisors relating to their respective engagements with Sellers and certain of their Affiliates including the Target Companies and Target Subsidiaries.  Without limiting the generality of the foregoing, upon and after Closing, (i)  Sellers and their Affiliates (and not the Target Companies or any Target Subsidiaries) shall be the sole holders of the attorney-client privilege with respect to such engagements, and neither the Target Companies nor any of Target Subsidiaries shall be a holder thereof, (ii) to the extent that files of any of Sellers’ Legal Advisors in respect of such engagement constitute property of the client, only Sellers and their Affiliates (and not the Target Companies or any Target Subsidiaries) shall hold such property rights and (iii) none of the Sellers’ Legal Advisors shall have any duty whatsoever to reveal or disclose any such attorney-client communications or files to the Target Companies or any Target Subsidiaries by reason of any attorney-client relationship between each Sellers’ Legal Advisor, on the one hand, and the Target Companies or any Target Subsidiaries, on the other hand, or otherwise.

12.13     Non-Recourse.  All claims or causes of action (whether in contract or in tort, in Law or in equity) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement or the transactions contemplated hereby) may be made only against the entities that are expressly identified as parties hereto.  No Person who is not a named party to this Agreement, including any past, present or future director, officer, employee, incorporator, member, manager, partner, equity holders (including stockholders and option holders), Affiliate, agent, attorney or representative of any named party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in contract or in tort, in Law or in equity, or based upon any theory that seeks to impose liability of an entity party against its owners or affiliates) for any obligations or liabilities arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or the negotiation or execution hereof; and each party waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates.  Non-Party Affiliates are expressly intended as third party beneficiaries of this provision of this Agreement.

12.14     Construction and Disclosure.  Each Buyer, on the one hand, and each Seller, on the other hand, confirms that it and its respective counsel have reviewed, negotiated and adopted this Agreement as the joint agreement and understanding of the parties hereto, and the language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any Person.  The specification of any dollar amount or the inclusion of any item in the representations and warranties contained in this Agreement or the Schedules is not intended to imply that the amounts, or higher or lower amounts, or the items so included, or other items, are or are not required to be disclosed (including whether such amounts or items are required to be disclosed as material or threatened) or are within or outside of the ordinary course of business.  The information contained in this Agreement and in the Schedules hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any party hereto to any third party of any matter whatsoever (including any violation of law or breach of contract).  The Schedules and the information and disclosures contained therein are intended only to qualify and limit the representations, warranties or covenants of Sellers contained in this Agreement and shall not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants.  In disclosing the information in the Schedules, no Seller waives any attorney-client privilege associated with such information or any protection afforded by the work‑product doctrine with respect to any of the matters disclosed or discussed therein.  The disclosures in the Schedules are to be taken as relating to the representations and warranties as a whole, notwithstanding the fact that the Schedules are arranged by sections corresponding to the sections in this Agreement, or that a particular section of this Agreement makes reference to a specific section of the Schedules, and notwithstanding that a particular representation and warranty may not make a reference to the Schedules.  Disclosure of an item on one Schedule shall be deemed disclosed on all other Schedules to the extent its relevance is reasonably apparent on its face.  Capitalized terms used in the Schedules and not otherwise defined therein have the meanings given to them in this Agreement.  Time is of the essence with respect to each and every provision of this Agreement.

12.15     Severability.  If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto.  Upon such a determination, Buyers’ Parent and Sellers’ Representative shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a reasonably acceptable manner so that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible.

12.16     Counterparts.  This Agreement may be signed in any number of counterparts with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this Agreement.  This Agreement shall become effective when, and only when, each party hereto shall have received a counterpart hereof signed by all of the other parties hereto.  A manual signature on this Agreement or other documents to be delivered pursuant to this Agreement, an image of which shall have been transmitted electronically, will constitute an original signature for all purposes.  The delivery of copies of this Agreement or other documents to be delivered pursuant to this Agreement, including executed signature pages where required, by electronic transmission will constitute effective delivery of this Agreement or such other document for all purposes.

12.17     No Rescission.  No party will be entitled to rescind any of the transactions contemplated by this Agreement after Closing, except in the event of a final and non-appealable determination of Fraud by a court of competent jurisdiction pursuant to Section 12.10(a).

12.18     Miramar’s Rights and Obligations.  Notwithstanding anything to the contrary in this Agreement, all rights of Miramar under this Agreement shall be exercised by Miramar on its own behalf (and not by Buyers’ Parent).  Similarly, all obligations of Miramar shall be enforceable against Miramar only (and not against Buyers’ Parent) and shall not be subject to any guarantee of performance or payment by the Buyers’ Parent.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.

SELLERS:

In its capacity as Sellers’ Representative:.

BUYERS:

IN WITNESS WHEREOF, the undersigned has caused this Guaranty to be executed in its name by a duly authorized officer as of the date first written above in order to evidence its absolute, continuing and irrevocable guarantee of, and the undersigned does hereby guarantee, (i) Buyers’ payment of the amounts set forth in Sections 3.2(a)(i) through 3.2(a)(iii), (ii) Buyers’ performance of its covenants and agreements required to be performed prior to, at or after Closing VII, and (iii) each other obligation of Buyers set forth in this Agreement (the “Guaranteed Obligations”), in each case subject to the terms and conditions contained in this Agreement, and the undersigned hereby acknowledges and agrees that it will receive direct and indirect benefits in connection with the consummation by Buyers of the transactions contemplated by this Agreement and that such benefits constitute good and sufficient consideration for and in support of its agreement to guarantee the Guaranteed Obligations.  This guaranty shall terminate as and when the Guaranteed Obligations have been satisfied, otherwise expire or are terminated in accordance with Article X of this Agreement, as applicable.