Common use of Miscellaneous and General Clause in Contracts

Miscellaneous and General. Section 10.01. Survival 56 Section 10.02. Modification or Amendment 57 Section 10.03. Waiver of Conditions 57 Section 10.04. Counterparts; Effectiveness 57 Section 10.05. Governing Law and Venue; Waiver of Jury Trial 57 Section 10.06. Specific Performance 58 Section 10.07. Notices 59 Section 10.08. Entire Agreement 61 Section 10.09. No Third Party Beneficiaries 61 Section 10.10. Obligations of Parent and of the Company 61 Section 10.11. Definitions 61 Section 10.12. Severability 62 Section 10.13. Interpretation; Construction 62 Section 10.14. Assignment 63 Section 10.15. Remedies 63 This is an AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 29, 2013, by and among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Corporation, a Pennsylvania corporation (the “Company”), Integrated Mission Solutions, LLC, a Delaware limited liability company (“Parent”), and Project Steel Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used in this Agreement and not defined where first used have the respective meanings ascribed to them in Annex A. The parties to this Agreement intend that, upon the terms and subject to the conditions set forth in this Agreement, Merger Sub be merged with and into the Company, with the Company surviving the Merger as a wholly owned Subsidiary of Parent (the “Merger”). To this end, Merger Sub has agreed to commence a tender offer (as it may be amended from time to time as permitted by this Agreement, the “Offer”) to purchase all of the outstanding shares of Common Stock at a price per share of $40.50 (such amount, or any greater amount per share paid pursuant to the Offer and this Agreement, the “Offer Price”), net to the seller in cash, on the terms and subject to the conditions set forth herein. The Board of Directors of the Company has, by resolutions duly adopted, (i) determined that this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement are advisable and are fair to the Company’s shareholders and in the best interests of the Company, (ii) approved this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (iii) recommended that the holders of shares of Common Stock accept the Offer and tender their shares of Common Stock pursuant to the Offer, (iv) proposed the Merger in accordance with Section 1922 of the PBCL by adopting a resolution approving this Agreement as a plan of merger for the purposes of Section 1922 of the PBCL, (v) directed that, if required pursuant to this Agreement, this Agreement be submitted to a vote at a meeting of the Company’s shareholders entitled to vote hereon and (vi) recommended that the Company’s shareholders entitled to vote hereon approve this Agreement (including approval of this Agreement by the shareholders entitled to vote thereon so that this Agreement is adopted for the purposes of Section 1924 of the PBCL) at any meeting of the Company’s shareholders held for such purpose. The Board of Directors of each of Parent and Merger Sub has approved this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement. Concurrent with the execution and delivery of this Agreement, Parent, Merger Sub, and certain other of their Affiliates that beneficially own in the aggregate 498,121 shares of Common Stock, are executing and delivering a Facilitation Agreement with respect to certain matters relating to the Offer, the Merger and the other transactions contemplated by this Agreement. The Company, Parent and Merger Sub, in consideration of the representations, warranties, covenants and agreements contained in this Agreement, agree as follows:

Miscellaneous and General. Section 10.01. Survival 56 Section 10.02. Modification or Amendment 57 Section 10.03. Waiver of Conditions 57 Section 10.04. Counterparts; Effectiveness 57 Section 10.05. Governing Law and Venue8.1 Amendment; Waiver of Jury Trial 57 92 Section 10.06. Specific Performance 58 8.2 Expenses 93 Section 10.07. 8.3 Counterparts 93 Section 8.4 GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE 93 Section 8.5 Notices 59 95 Section 10.08. 8.6 Entire Agreement 61 96 Section 10.09. 8.7 No Third Third-Party Beneficiaries 61 97 Section 10.10. Obligations of Parent and of the Company 61 8.8 Severability 97 Section 10.11. Definitions 61 Section 10.12. Severability 62 Section 10.13. 8.9 Interpretation; Construction 62 97 Section 10.14. 8.10 Waiver of Conflicts Regarding Representations; Non-Assertion of Attorney-Client Privilege 99 Section 8.11 Successors and Assigns 101 Section 8.12 Fulfillment of Obligations 101 Section 8.13 No-Recourse 101 Section 8.14 No Recourse Against Debt Financing Sources 102 Exhibit A: Definitions Exhibit B: Manufacturing and Supply Agreement Exhibit C: Transition Services Agreement Exhibit D: Illustrative Reference Balance Sheet Exhibit E: Accounting Principles Exhibit F: Instrument of Assignment 63 Section 10.15. Remedies 63 This is an Exhibit G: BOG Share Transfer Agreement Exhibit H: Intellectual Property Agreement THIS EQUITY PURCHASE AGREEMENT AND PLAN OF MERGER (including the exhibits and schedules hereto, each as amended or restated from time to time, this “Agreement”), dated as of July 29May 8, 20132023 (the “Execution Date”), is made by and among ▇▇▇▇▇▇▇ ▇▇▇▇▇ Corporation, a Pennsylvania corporation (the “Company”), Integrated Mission Solutions, Bamboo US BidCo LLC, a Delaware limited liability company (“ParentBPS Buyer”), Blitz 23-317 GmbH (future: Bamboo BidCo GmbH), a German limited liability company with registered office in Munich, and Project Steel Merger Subregistered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under HRB 283818 (“BOG Buyer” and together with BPS Buyer, the “Buyers”), ▇▇▇▇▇▇ International Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger SubSeller Parent”), ▇▇▇▇▇▇ Healthcare Corporation, a Delaware corporation (“BPS Seller”), ▇▇▇▇▇▇ Deutschland Holding GmbH, a German limited liability company (“BOG Seller 1”), and Gambro Dialysatoren GmbH, a German limited liability company (“BOG Seller 2” and, together with BOG Seller 1, “BOG Sellers” and, collectively with BPS Seller and Seller Parent, “Sellers” and each, a “Seller”). Capitalized Buyer and Sellers are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Except as otherwise indicated herein, capitalized terms used in this Agreement and but not defined where first used herein shall have the respective meanings ascribed to them in Annex A. The parties to this Agreement intend that, upon the terms and subject to the conditions set forth in this Agreement, Merger Sub be merged with and into the Company, with the Company surviving the Merger as a wholly owned Subsidiary of Parent (the “Merger”). To this end, Merger Sub has agreed to commence a tender offer (as it may be amended from time to time as permitted by this Agreement, the “Offer”) to purchase all of the outstanding shares of Common Stock at a price per share of $40.50 (such amount, or any greater amount per share paid pursuant to the Offer and this Agreement, the “Offer Price”), net to the seller in cash, on the terms and subject to the conditions set forth herein. The Board of Directors of the Company has, by resolutions duly adopted, (i) determined that this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement are advisable and are fair to the Company’s shareholders and in the best interests of the Company, (ii) approved this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (iii) recommended that the holders of shares of Common Stock accept the Offer and tender their shares of Common Stock pursuant to the Offer, (iv) proposed the Merger in accordance with Section 1922 of the PBCL by adopting a resolution approving this Agreement as a plan of merger for the purposes of Section 1922 of the PBCL, (v) directed that, if required pursuant to this Agreement, this Agreement be submitted to a vote at a meeting of the Company’s shareholders entitled to vote hereon and (vi) recommended that the Company’s shareholders entitled to vote hereon approve this Agreement (including approval of this Agreement by the shareholders entitled to vote thereon so that this Agreement is adopted for the purposes of Section 1924 of the PBCL) at any meeting of the Company’s shareholders held for such purpose. The Board of Directors of each of Parent and Merger Sub has approved this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement. Concurrent with the execution and delivery of this Agreement, Parent, Merger Sub, and certain other of their Affiliates that beneficially own in the aggregate 498,121 shares of Common Stock, are executing and delivering a Facilitation Agreement with respect to certain matters relating to the Offer, the Merger and the other transactions contemplated by this Agreement. The Company, Parent and Merger Sub, in consideration of the representations, warranties, covenants and agreements contained in this Agreement, agree as follows:Exhibit A.

Miscellaneous and General. Section 10.01. Survival 56 55 Section 10.02. Modification or Amendment 57 56 Section 10.03. Waiver of Conditions 57 56 Section 10.04. Counterparts; Effectiveness 57 56 Section 10.05. Governing Law and Venue; Waiver of Jury Trial 57 Trial. 56 Section 10.06. Specific Performance 58 Section 10.07. Notices 59 Section 10.08. Entire Agreement 61 Section 10.09. No Third Party Beneficiaries 61 Section 10.10. Obligations of Parent and of the Company 61 Section 10.11. Definitions 61 Section 10.12. Severability 62 Section 10.13. Interpretation; Construction 62 Section 10.14. Assignment 63 Section 10.15. Remedies 63 This is an AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 29, 2013, by and among ▇M▇▇▇▇▇▇ ▇▇▇▇▇ Corporation, a Pennsylvania corporation (the “Company”), Integrated Mission Solutions, LLC, a Delaware limited liability company (“Parent”), and Project Steel Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used in this Agreement and not defined where first used have the respective meanings ascribed to them in Annex A. The parties to this Agreement intend that, upon the terms and subject to the conditions set forth in this Agreement, Merger Sub be merged with and into the Company, with the Company surviving the Merger as a wholly owned Subsidiary of Parent (the “Merger”). To this end, Merger Sub has agreed to commence a tender offer (as it may be amended from time to time as permitted by this Agreement, the “Offer”) to purchase all of the outstanding shares of Common Stock at a price per share of $40.50 (such amount, or any greater amount per share paid pursuant to the Offer and this Agreement, the “Offer Price”), net to the seller in cash, on the terms and subject to the conditions set forth herein. The Board of Directors of the Company has, by resolutions duly adopted, (i) determined that this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement are advisable and are fair to the Company’s shareholders and in the best interests of the Company, (ii) approved this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (iii) recommended that the holders of shares of Common Stock accept the Offer and tender their shares of Common Stock pursuant to the Offer, (iv) proposed the Merger in accordance with Section 1922 of the PBCL by adopting a resolution approving this Agreement as a plan of merger for the purposes of Section 1922 of the PBCL, (v) directed that, if required pursuant to this Agreement, this Agreement be submitted to a vote at a meeting of the Company’s shareholders entitled to vote hereon and (vi) recommended that the Company’s shareholders entitled to vote hereon approve this Agreement (including approval of this Agreement by the shareholders entitled to vote thereon so that this Agreement is adopted for the purposes of Section 1924 of the PBCL) at any meeting of the Company’s shareholders held for such purpose. The Board of Directors of each of Parent and Merger Sub has approved this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement. Concurrent with the execution and delivery of this Agreement, Parent, Merger Sub, and certain other of their Affiliates that beneficially own in the aggregate 498,121 shares of Common Stock, are executing and delivering a Facilitation Agreement with respect to certain matters relating to the Offer, the Merger and the other transactions contemplated by this Agreement. The Company, Parent and Merger Sub, in consideration of the representations, warranties, covenants and agreements contained in this Agreement, agree as follows: