Exhibit 4.1

PURCHASE AND SALE AGREEMENT

among

UNOVA, INC.

UNOVA INDUSTRIAL AUTOMATION SYSTEMS, INC.

UNOVA U.K. LIMITED (Reg. No. 1218921)

CINCINNATI MACHINE U.K. LIMITED (Reg. No. 3256777)

HONSBERG LAMB SONDERWERKZEUGMASCHINEN GMBH

UNOVA CANADA, INC.

UNOVA IP CORP.

and

R&B PLASTICS HOLDINGS, INC.

MAG INDUSTRIAL AUTOMATION SYSTEMS, LLC

Dated:  March 17, 2005

CONTENTS

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PURCHASE AND SALE AGREEMENT

This Purchase and Sale Agreement (this “Agreement”) is made and entered into on and as of the 17th day of March, 2005 (the “Agreement Date”), among UNOVA, Inc. (“UNOVA”), a Delaware corporation; UNOVA Industrial Automation Systems, Inc. (“UIASI”), a Delaware corporation and a wholly-owned subsidiary of UNOVA; UNOVA U.K. Limited (“UNOVA UK”), a company registered in England under Registration Number 1218921 and a wholly-owned subsidiary of UNOVA; Cincinnati Machine U.K. Limited (“CMUK”), a company registered in England under Registration Number 3256777 and a wholly-owned subsidiary of UNOVA; Honsberg Lamb Sonderwerkzeugmaschinen GmbH (“Honsberg”), a German limited liability company and a subsidiary of UIASI and UNOVA UK; UNOVA Canada, Inc. (“UNOVA Canada”), a Canadian corporation and an indirect, wholly-owned subsidiary of UNOVA; and UNOVA IP Corp. (“UNOVA IP”), a Delaware corporation and a wholly-owned subsidiary of UIASI; (UNOVA, UIASI, UNOVA UK, CMUK, Honsberg, UNOVA Canada and UNOVA IP are referred to collectively as the “Selling Entities”); and R&B Plastics Holdings, Inc. (“Mainco”), a Delaware corporation and a wholly owned subsidiary of Maxcor, Inc. or its principal; MAG Industrial Automation Systems, LLC (“Purchaser”), a Delaware limited liability company; and certain other wholly owned subsidiaries of Purchaser that may be formed for purposes of the transactions hereunder and which shall execute a document after formation agreeing to become a party to this Agreement(collectively, the “Purchaser Subsidiaries”).  Mainco, Purchaser and the Purchaser Subsidiaries are sometimes referred to collectively as the “Purchasing Entities”.  To the extent that any Purchasing Entity is purchasing Purchased Assets under Section 1 of this Agreement, such Purchasing Entity is also referred to herein as an “Asset Purchasing Entity”.  Each of the Selling Entities and each of the Purchasing Entities are sometimes referred to collectively as the “Parties” and individually as a “Party.”

W I T N E S S E T H:

WHEREAS, “Cincinnati Lamb Group” is comprised of the following:  the Cincinnati Lamb operations of UIASI (the “Cincinnati Lamb U.S division”); the Lamb Technicon U.K. operations of UNOVA UK (the “Lamb U.K. division”); the Cincinnati Lamb Windsor operations of UNOVA Canada (the “Cincinnati Lamb Canada division”); the operations of CMUK; Honsberg; Cincinnati Machine Korea Corp. (“CM Korea”), a Korean corporation and a wholly-owned subsidiary of UNOVA; certain assets of UNOVA IP used primarily or exclusively in connection with the Cincinnati Lamb Group’s operations; UNOVA Industries, Inc., a Nevada corporation (“UII”); and R&B Machine Tool Company (“R&B”), a Michigan corporation and a wholly-owned subsidiary of UIASI;

WHEREAS, CM Korea, UII and R&B are referred to collectively as the “Transferred Subsidiaries”;

WHEREAS, the Cincinnati Lamb Group is engaged in the design, manufacture, sale and service of value-added manufacturing products and services spanning the production

cycle from process engineering and design to systems integration, including comprehensive life cycle support for the global aerospace, equipment and general job shop markets (such activity as carried on by the Cincinnati Lamb Group on the Agreement Date is referred to as the “Business”);

WHEREAS, the Purchasing Entities desire to purchase from the Selling Entities, and the Selling Entities desire to sell to the Purchasing Entities, substantially all of the assets, subject to the assumption of specified liabilities of the Cincinnati Lamb Group (the “Asset Sale”), and the capital stock (collectively, the “Shares”) of the Transferred Subsidiaries (the “Stock Sale”), upon the terms and conditions set forth in this Agreement;

WHEREAS, the Asset Sale and the Stock Sale are sometimes referred to collectively herein as the “Transactions”;

NOW, THEREFORE, in consideration of the premises and the mutual benefits to be derived from this Agreement and the Transactions provided for in this Agreement, the Parties agree as follows:

ARTICLE 1.
The Transactions

1.1                               Transfer of Assets

Except as otherwise provided in Section 1.2, effective as of the “Transfer Date” (as defined in Article 2), each of the Selling Entities shall sell, transfer, assign, grant, convey and deliver to the relevant Asset Purchasing Entity, free and clear of all “Liens” other than “Permitted Liens” (as such terms are defined in Section 3.5), all of its right, title and interest in and to its properties, rights and assets of every kind, nature and description, whether real or personal, tangible or intangible, and wherever situated, to the extent the same are used or held for use primarily or exclusively in the operation of the Business (such properties, rights and assets are referred to as the “Purchased Assets”), including the goodwill of the Business and the names “Cincinnati Lamb”, “Cincinnati Machine”, and “Honsberg”.  Except as otherwise provided in Section 1.2, the Purchased Assets shall include without limitation all of the following to the extent owned by any of the Cincinnati Lamb Group other than the Transferred Subsidiaries and used primarily or exclusively in the Business:

(a)                                  Trade and other accounts receivable, including unbilled receivables, together with any unpaid interest or fees accrued thereon or other amounts due with respect thereto, and any security or collateral therefor, including recoverable advances and deposits;

(b)                                 Land, buildings, leaseholds, leasehold improvements and other interests in realty, including without limitation the “Owned Real Property” (as defined in Section 3.6(a)), and all improvements, fixtures and fittings thereon, and easements, servitudes, rights-of-way and other appurtenances thereto (such as appurtenant rights in and to public streets);

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(c)                                  Machinery and equipment, including test equipment and fully depreciated equipment;

(d)                                 Tools, dies, molds and other tooling, including any rights in respect of tools, dies, molds and other tooling and in the possession of others;

(e)                                  Supplies and other consumables on hand;

(f)                                    Inventory, including raw materials, work-in-process, finished goods, spare parts, replacement and component parts, and samples;

(g)                                 Rights, if any, in any customer furnished materials;

(h)                                 Motor vehicles;

(i)                                     Transportation and packing and delivery equipment, materials and supplies;

(j)                                     Office equipment and supplies;

(k)                                  Office furniture and furnishings;

(l)                                     To the extent possible under the terms and conditions thereof, indemnity, fidelity and contract bonds issued by third parties in favor of any of the Cincinnati Lamb Group other than the Transferred Subsidiaries;

(m)                               Causes of action, suits, judgments, claims and demands of any nature;

(n)                                 Transferable franchises, licenses, approvals, permits and other authorizations issued or granted by any “Governmental Body” (as defined in Section 3.1(e));

(o)                                 Computer equipment, including all hardware and software, and communications equipment;

(p)                                 Research, engineering and technical designs, specifications, drawings, databases, know-how, research and development files, laboratory books and information;

(q)                                 Customer and vendor lists and information;

(r)                                    Patents, registered designs, utility models, patent applications, trademarks, trademark applications, trade names, internet domains, service marks, logos, copyrights, chip registrations, patents, licenses, processes, inventions, formulae, trade secrets and royalties, including all registrations, applications and related international priority rights and all rights to ▇▇▇ for past infringement;

(s)                                  Manufacturer and seller warranties on any goods, fixtures, or services provided to any of the Cincinnati Lamb Group other than the Transferred Subsidiaries;

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(t)                                    Prepaid items and expenses, rights of offset and credits of all kinds, including any such items and expenses with respect to leases and rentals;

(u)                                 Books, records, files and papers, whether in hard copy or computer format, including but not limited to invoices, advertising materials, catalogs, price lists, mailing lists, photographs, production data, sale and promotional materials and records, purchasing materials and records and documentation developed or used for accounting, marketing, engineering, manufacturing or any other purpose;

(v)                                 Bids and sales and service proposals, including any rights to revoke or withdraw the same;

(w)                               Purchase orders and purchase commitments;

(x)                                   Utility and similar deposits;

(y)                                 Customer orders and customer contracts;

(z)                                   Medical, safety and health supplies;

(aa)                            Leases for equipment and all other leases, contracts and other agreements made on behalf of any of the Cincinnati Lamb Group other than the Transferred Subsidiaries or which inure primarily to the Cincinnati Lamb Group’s benefit; and

(bb)                          Rights and entitlements.

The Parties acknowledge and agree that, as soon as practicable after the date of this Agreement, and in any event not less than ten business days prior to the Transfer Date, Purchaser shall provide UNOVA with (i) a proposed list of the Purchasing Entities that will be purchasing Purchased Assets and assuming Assumed Liabilities at Closing, and (ii) the respective Purchased Assets to be purchased and Assumed Liabilities to be assumed by such Purchasing Entities (the “Purchasing Entities Schedule”).  The Purchasing Entities Schedule shall be subject to the written approval of UNOVA prior to Closing, which approval shall not be unreasonably withheld.

1.2                               Excluded Assets

Notwithstanding anything in this Agreement to the contrary, the Purchased Assets shall not include any right, title or interest in or to any of the following properties, rights or assets of the Selling Entities (collectively, the “Excluded Assets”):

(a)                                  Cash, cash equivalents and short-term securities, if any;

(b)                                 Any and all claims for refunds, carrybacks or carryforwards of any of the Selling Entities (but not the Transferred Subsidiaries) in connection with “Taxes” (as defined in Section 3.18) for tax periods ending on or prior to the Transfer Date and all returns and other documents filed by any of the Selling Entities with any taxing authority;

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(c)                                  Any intercompany receivable balance due from UNOVA or any of its subsidiaries (other than intercompany trade receivables);

(d)                                 All insurance policies and self-insurance programs and any coverage or other rights under such policies and self-insurance programs;

(e)                                  Any property or asset designated as “assets held for sale” on the books and records of the Selling Entities or the Cincinnati Lamb Group (collectively, the “Assets Held for Sale”) and any assets related to the former Lamb Body & Assembly and R&B Plastics operations of UIASI (the “Discontinued Operations”);

(f)                                    Any property, right or asset to the extent primarily or exclusively relating to any other Excluded Asset or any of the “Excluded Liabilities” (as defined in Section 1.7);

(g)                                 All assets of all “Employee Benefit Plans” (as defined in Section 3.13(f)), including assets held in trust or insurance contracts for the benefit of Employee Benefit Plan participants or beneficiaries, except to the extent provided in Section 1.6(k), Section 5.11 and Section 8.4(b)(v) and except for insurance policies and assets relating to any pension plans in Germany;

(h)                                 All books, records, files and data pertaining to any of the Excluded Assets or any of the Excluded Liabilities;

(i)                                     Subject to Section 8.5, all rights in, to and under the names “UNOVA” or “UNOVA Industrial Automation Systems, Inc.” and the logos of any of the Selling Entities other than those that are primarily or exclusively related to the Business;

(j)                                     UIASI’s interest in The Factory Power Company, an Ohio corporation and UNOVA Financing Limited (Reg. No. 4134168), a dormant U.K. corporation;

(k)                                  Any rights of any of the Selling Entities under this Agreement;

(l)                                     The franchise of each of the Selling Entities to be a corporation and its articles or certificate of incorporation, bylaws and other records pertaining to its corporate existence, and all books and records of a nature required by “Law” (as defined in Section 3.1(e)) to be maintained by the Selling Entities, including all financial and tax records relating to the Business that form part of the Selling Entities’ general ledger;

(m)                               All shares of capital stock or other equity interests in any other Person (defined below) owned by any of the Selling Entities; provided, however, that the stock of the Transferred Subsidiaries will be transferred under Section 1.3; and

(n)                                 All right to any proceeds in the Alenia judgment, which is disclosed on Schedule 1.2(n).

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For purposes of this Agreement, “Person” shall mean and include an individual, a partnership, a corporation, a limited liability company, a trust, a joint venture, an unincorporated organization and any “Governmental Body” (as defined in Section 3.1(e)).

1.3                               Transfers of Shares

(a)                                  Transfer of CM Korea Shares

Effective as of the Transfer Date, UNOVA shall sell, transfer, assign and deliver to Purchaser, free and clear of all Liens, all of the outstanding capital stock of CM Korea (the “CM Korea Shares”).

(b)                                  Transfer of UII Shares

Effective as of the Transfer Date, UNOVA shall sell, transfer, assign and deliver to Purchaser, free and clear of all Liens, all of the outstanding capital stock of UII (the “UII Shares”)

(c)                                  Transfer of R&B Shares

Effective as of the Transfer Date, UIASI shall sell, transfer, assign and deliver to Mainco, free and clear of all Liens, all of the outstanding capital stock of R&B (the “R&B Shares”).

1.4                               Consideration

For and in consideration of the sale to the Purchasing Entities of the Purchased Assets and the Shares, (i) Purchaser (as agent for the Purchasing Entities) shall on the dates indicated in Section 1.5, pay to UNOVA (as agent for the Selling Entities) the “Purchase Price” (as defined in Section 1.5(a)), in accordance with and to the extent provided in Section 1.5, and (ii) the Asset Purchasing Entities shall, effective as of the Transfer Date, assume the “Assumed Liabilities” (as defined in Section 1.6 and as limited by Section 1.7) ((i) and (ii), collectively, the “Consideration”).

1.5                               Purchase Price and Payment

(a)                                  Purchase Price

The purchase price for the Purchased Assets and the Shares is $26,000,000, plus the amount of the Assumed Liabilities (the “Purchase Price”), subject to adjustment as provided in Section 1.8(e).

(b)                                  Payment of Purchase Price

At the “Closing” (as defined in Section 2.1), (i) Mainco shall pay and remit to UNOVA (as agent for UIASI) $5,000 (the “R&B Cash Payment”), and (ii) Purchaser shall

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(A) pay and remit to UNOVA (as agent for the Selling Entities) the “Cash Payment” (as provided in paragraph (i) below), and (B) execute and deliver to UNOVA (as agent for the Selling Entities) the Secured Note (as provided in paragraph (ii) below).

(i)                                    Cash Payment

The “Cash Payment” is the amount of $16,000,000, which (together with the R&B Cash Payment) will be paid by wire transfer of immediately available funds to UNOVA’s bank account as indicated in Schedule 1.5(b)(i) Schedule 1.5(b)(i).

(ii)                                Secured Note

The “Secured Note” is Purchaser’s secured promissory note in the principal amount of $10,000,000 .  The Secured Note shall bear interest at the rate of quarterly LIBOR + 3% on the outstanding balance of the Secured Note, payable quarterly, with “LIBOR” defined in the same manner as in the credit agreement between the Purchaser and its senior lender entered into in connection with the transactions contemplated by this Agreement.  Principal of the Secured Note shall be payable in the following installments:  (i) $2,000,000 on the 18-month anniversary of the Transfer Date, (ii) $2,000,000 on the 24-month anniversary of the Transfer Date, (iii) $2,000,000 on the 30-month anniversary of the Transfer Date, (iv) $2,000,000 on the 36-month anniversary of the Transfer Date, and (v) the balance of $2,000,000 on the 42-month anniversary of the Transfer Date.  The Secured Note shall be secured by a second priority security interest in the assets of the Cincinnati Lamb Group which are included within the lien granted to the senior lender by Purchaser, until the date the Secured Note is paid in full (the “Collateral”).  Except as provided otherwise in this Section 1.5(b)(ii) or as consented to in writing by UNOVA, which consent will not be unreasonably withheld, the Secured Note and related financing documents between the Purchasing Entities and the Selling Entities will reflect terms and conditions and subordination provisions substantially similar to those between the Purchasing Entities and their senior lender as contemplated by the term sheet attached to this Agreement as Exhibit A.

(c)                                  Allocation of Consideration

(i)                                    Section 1060 Allocation

Within six (6) months after the Transfer Date, Purchaser (on behalf of itself and the other Purchasing Entities) shall prepare and deliver to UNOVA an allocation of the Consideration among each of the Purchased Assets and the Shares (other than the R&B Shares) sold to the Purchasing Entities (the “Allocation”) and an allocation of that portion of the Purchase Price which is allocated among the Purchased Assets in accordance with the Allocation and Section 1060 of the Code and the regulations thereunder (the “Section 1060 Allocation”); provided, however, that the Parties agree that the amount to be allocated to the transfer of CM Korea Shares is $122,000.  If UNOVA does not object to the Allocation and the Section 1060 Allocation prepared by Purchaser within 30 days after receipt thereof, such allocations shall be final for purposes of this Agreement.  If UNOVA objects to the

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Allocation or the Section 1060 Allocation within 30 days after receipt thereof, Purchaser and UNOVA shall meet promptly and in good faith attempt to resolve any objections of UNOVA and to use their best efforts to agree upon the allocation.  In the event Purchaser and UNOVA are unable to resolve their differences over the Allocation or the Section 1060 Allocation, such differences shall be resolved by arbitration in accordance with Section 11.5.  The Parties shall cooperate fully with each other and make available to each other such Tax data and other information as may be reasonably required in order to timely complete the Allocation and the Section 1060 Allocation and any other required statements or schedules.  Except as required pursuant to applicable Law or a determination (as defined in Section 1313 of the Internal Revenue Code of 1986, as amended (the “Code”) or any similar provision of Law), the Parties and their Affiliates (as defined below) shall report the Transactions for all Tax purposes consistently with the Allocation and the Section 1060 Allocation.  For purposes of this Agreement, “Affiliate” means a Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the first mentioned Person.  To the extent that the parties require allocations for Closing, including for the United Kingdom and for Korean Securities Transaction Tax (“STT”), then the parties shall endeavor to cooperate fully with each other to agree upon such allocations on or prior to the Transfer Date.

(ii)                                Section 338 Allocation

Within six (6) months after the Transfer Date, UNOVA shall (on behalf of itself and UIASI) prepare and deliver to Mainco an allocation of the deemed sale price of the assets of R&B resulting from any “Section 338(h)(10) Election” (as defined in Section 8.7(h)) (the “Section 338 Allocation”) in accordance with the Section 338 of the Code and any similar provision of Law, as applicable.  If Mainco does not object to the Section 338 Allocation prepared by UNOVA within 30 days after receipt thereof, such allocation shall be final for purposes of this Agreement.  If Mainco objects to the Section 338 Allocation within 30 days after receipt thereof, UNOVA and Mainco shall meet promptly and in good faith attempt to resolve any objections of Mainco and to use their best efforts to agree upon the allocation.  In the event UNOVA and Mainco are unable to resolve their differences over the Section 338 Allocation, such differences shall be resolved by arbitration in accordance with Section 11.5.  The parties shall cooperate fully with each other and make available to each other such Tax data and other information as may be reasonably required in order to timely complete the Section 338 Allocation and file any Section 338(h)(10) Elections and any other required statements or schedules.  Except as required pursuant to applicable Law or a determination (as defined in Section 1313 of the Code or any similar provision of Law), the Selling Entities, Mainco and their respective Affiliates shall report the sale of the R&B Shares for all Tax purposes consistently with the Section 338 Allocation.

(iii)                            Section 56.4 Election

UNOVA Canada and Purchaser, on behalf of the relevant Purchasing Entity or Purchasing Entities, shall execute and file, on a timely basis and using the prescribed forms, a joint election to have proposed paragraphs 56.4(3)(b) and (c) (or such similar provision as

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finally enacted), as applicable, of the Income Tax Act (Canada) apply to the amount of the Purchase Price attributable to the non-competition covenant provided with respect to the Business attributable to Canadian operations and shall prepare their respective Tax Returns (as defined in Section 3.18) consistent with such joint election.  For the purposes of such joint election, the amount of the Purchase Price attributable to such non-competition covenant will be consistent with the Purchase Price allocation determined in accordance with this Agreement. The Parties agree, on behalf of themselves and their Affiliates, to file all Canadian Tax Returns consistent with the portion of the Purchase Price allocated to the non-competition covenant.  On or prior to the date the joint election is required to be filed, the Parties will confirm that the amount that will be allocated to the non-competition covenant will be the portion of the Purchase Price paid that can reasonably be regarded as consideration for the non-competition covenant.

(iv)                               Section 167 Election

UNOVA Canada or its successor and Purchaser, on behalf of the relevant Purchasing Enity or Purchasing Entities, shall execute and file, on a timely basis and using the prescribed form, a joint election under Section 167 of the Excise Tax Act (Canada) (the “ETA”)) so that no tax will be payable under the ETA in respect of the transfer of the Purchased Assets.

(v)                                   Section 22 Election

UNOVA Canada and Purchaser, on behalf of the relevant Purchasing Entity or Purchasing Entities, shall execute and file, on a timely basis and using the prescribed form, a joint election under section 22 of the Income Tax Act (Canada) as to the sale of the accounts receivable of UNOVA Canada to be purchased under this Agreement, and prepare their respective Tax Returns (as defined in Section 3.18) in a manner consistent with such joint election.  For purposes of such joint election, the elected amount in respect of the accounts receivable will be consistent with the Purchase Price allocation, as determined by the Parties prior to the filing of the joint election.

1.6                               Assumed Liabilities

Upon the terms and subject to the conditions of this Agreement and in reliance upon the representations, warranties and agreements herein set forth, each of the Asset Purchasing Entities shall, effective at the time of Closing, assume, perform and discharge all of the following debts, liabilities or obligations (other than the “Excluded Liabilities” (as defined in Section 1.7)) that relate to the Business or the Purchased Assets, whether occurring prior to, on or after the Transfer Date (collectively, the “Assumed Liabilities”):

(a)                                  All obligations of the Selling Entities in respect of the Business to be performed from and after the Transfer Date and all other debts and liabilities of the Selling Entities in respect of the Business under contracts or other legally binding commitments that are disclosed in the Schedules to this Agreement or which are of the type required to be disclosed in such Schedules but are not so disclosed because they fall below the minimum

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threshold amount or materiality of the agreements or commitments required to be so disclosed and which are assigned to Purchaser;

(b)                                 Trade accounts payable in respect of the Business as shown on the Closing Balance Sheet;

(c)                                  Accrued payroll, bonuses and related items for the “Continuing Employees” (as defined in Section 8.4(a)) as shown on the Closing Balance Sheet, excluding any accrued amounts that are required by Law to be paid by any of the Selling Entities on or prior to the Transfer Date;

(d)                                 Accrued sales commissions to Continuing Employees or to third parties in respect of the Business as shown on the Closing Balance Sheet;

(e)                                  All debts, liabilities and obligations with respect to products sold or serviced (whether or not under warranty) by the Selling Entities in respect of the Business, including liabilities and obligations for and with respect to any refunds, adjustments, allowances, repairs, exchanges, returns and warranty, but excluding Product Liability (as defined herein) which is covered by sub clause (g) below;

(f)                                    Any debt, liability or obligation for workers compensation, automobile or general liability in respect of the Business, to the extent such claims arise from occurrences following the Transfer Date;

(g)                                 Any debt, liability or obligation for product liability claims, including bodily injury, death or property damage (“Product Liability”) arising from the use or operation of products sold or serviced in the Business, to the extent such claims arise out of injuries which occur following the Transfer Date;

(h)                                 All debts, liabilities and obligations arising under “Environmental Laws” (as defined in Section 3.6 (d)) and in respect of the Business and the Purchased Assets, except to the extent the same constitutes a “Retained Environmental Liability” (as defined in Section 1.7(e));

(i)                                     Any debt, liability or obligation arising out of, or in respect of or as a result of the employment or termination of employment of any Continuing Employee on or after the Transfer Date (other than the “Litigation Required Employees” (as defined in Section 8.3));

(j)                                     Those certain debts, liabilities or obligations set forth on Exhibit B;

(k)                                  Any debt, liability or obligation relating to the “CMUK Plan” (as defined in Section 8.4(b)(v)), the “CMUK Supplementary Plan” (as defined in Section 8.4(b)(v)) and “CMUK DC Plan” (as defined in Section 5.11); and

(l)                                     All debts, liabilities and obligations for post-retirement matters included in the Closing Balance Sheet that constitute FAS 106 liabilities (“FAS 106 Liabilities”).

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1.7                               Excluded Liabilities

Notwithstanding anything in this Agreement to the contrary, none of the Asset Purchasing Entities shall assume or be liable or responsible for, and the Selling Entities shall retain, pay, perform and discharge when due all the following debts, liabilities or obligations of the Selling Entities, whether or not arising out of or relating to the Purchased Assets or the operation of the Business prior to the Transfer Date (collectively, the “Excluded Liabilities”):

(a)                                  Any debt, liability or obligation of the Selling Entities in respect of the Business for Taxes that relate to periods ending on or prior to the Transfer Date, except as otherwise provided in Section 8.7(e);

(b)                                 Any intercompany payable balances in respect of the Business due to UNOVA or any of its subsidiaries (other than intercompany trade payables);

(c)                                  Any debt, liability or obligation covered by any of the insurance policies or self-insurance programs of the Selling Entities in respect of the Business, including liabilities for workers compensation, automobile or general liability, to the extent such claims arise from occurrences on or prior to the Transfer Date;

(d)                                 Any debt, liability or obligation for Product Liability arising from the use or operation of products sold or serviced in the Business, to the extent such claims arise out of losses or injuries which occurred on or prior to the Transfer Date;

(e)                                  Any “Retained Environmental Liability” which for purposes of this Agreement shall mean (i) any “Loss” (as defined in Section 11.1) arising from a claim by a third party, including a Governmental Body, that relates to any matter or condition that constitutes, or is demonstrated to have constituted, a violation of any applicable Environmental Law as in effect on the Transfer Date and listed on Schedule 3.6(d), and (ii) any Loss arising from a condition or event at, on or under the Real Property which occurred on or prior to the Transfer Date, including the presence or release of any “Hazardous Substance” (as defined in Section 3.6(d)), to the extent that such condition is delineated during the “Phase I” or “Phase II” (as such terms are defined in Section 5.8), whether or not known on or prior to the Transfer Date;

(f)                                    Any debt, liability or obligation arising under any of the Employee Benefit Plans, except to the extent provided in Sections 1.6(k), 1.6(l), 5.11 and 8.4 and except for liabilities transferred to the “CMUK DC Plan” (as defined in Section 5.11);

(g)                                 Any debt, liability or obligation related to Discontinued Operations;

(h)                                 Any debt, liability or obligation to the extent related to any of the other Excluded Liabilities or any of the Excluded Assets;

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(i)                                     Those pending or threatened litigation matters identified on Schedule 3.14 (the “Retained Litigation”) and any matter identified on Schedule 3.16;

(j)                                     Any liabilities of the Selling Entities of any kind or nature arising under, or relating to the execution, delivery or consummation of, this Agreement and the transactions contemplated hereby;

(k)                                  Any liabilities of the Selling Entities for indebtedness for borrowed money;

(l)                                     Any debt, liability or obligation under the UNOVA Supplemental Executive Retirement Plan;

(m)                               Any debt, liability or obligation under the “UPF” (as defined in Section 5.11, other than any debt, liability or obligation which becomes a debt, liability or obligation of the CMUK DC Plan as a result of the transactions contemplated by Section 5.11); and

(n)                                 Any debt, liability or obligation for employees who are not Continuing Employees except as provided in Sections 1.6(k), 1.6(l), 5.11 and 8.4(e).

1.8                               Closing Balance Sheet

The “Closing Balance Sheet” shall be a balance sheet of the Purchased Assets, Assumed Liabilities and the assets and liabilities of the Transferred Subsidiaries as of the Transfer Date, prepared without any departures from generally accepted accounting principles in the United States of America (“GAAP”), consistently applied, and determined as provided in this Section 1.8.

(a)                                  Cincinnati Lamb Group December Balance Sheets

Prior to Closing, UNOVA and Purchaser shall agree on the procedures to be taken by UNOVA’s independent certified accounting firm (the “Deloitte Procedures”), and UNOVA shall cause such accounting firm to perform the Deloitte Procedures with respect to the balance sheet accounts of the Cincinnati Lamb Group contained within the UNOVA audited consolidated balance sheet as of December 31, 2004 in accordance with GAAP, consistently applied.  A balance sheet of such accounts of the Cincinnati Lamb Group after the Deloitte Procedures are so performed is referred to as “Cincinnati Lamb Group December Balance Sheet.”  Prior to the Transfer Date, UNOVA shall deliver to Purchaser (i) the Cincinnati Lamb Group December Balance Sheet, and (ii) a balance sheet of the Purchased Assets, Assumed Liabilities and the assets and liabilities of the Transferred Subsidiaries as of December 31, 2004 (the “Adjusted December Balance Sheet”) based on the Cincinnati Lamb Group December Balance Sheet and the adjustments (the “Agreement Adjustments”) that are required to exclude the Excluded Assets and Excluded Liabilities and reflect any other adjustments provided for in this Agreement.

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(b)                                  Preliminary Closing Balance Sheet

Within 45 days following the Transfer Date, UNOVA shall prepare and deliver to Purchaser a balance sheet of the Purchased Assets, Assumed Liabilities and the assets and liabilities of the Transferred Subsidiaries as of the Transfer Date (the “Preliminary Closing Balance Sheet”) based on a roll-forward of the Adjusted December Balance Sheet to the Transfer Date in accordance with GAAP.

(c)                                  Review of Preliminary Closing Balance Sheet

Purchaser shall have 45 days following its receipt of the Preliminary Closing Balance Sheet (the “Review Period”) to review the same for compliance with GAAP and the Agreement Adjustments.  On or before the expiration of the Review Period, Purchaser shall deliver to UNOVA a written statement accepting or objecting to the Preliminary Closing Balance Sheet.  In the event that Purchaser shall object to the Preliminary Closing Balance Sheet, such statement (the “Statement of Objections”) shall include a detailed itemization of Purchaser’s objections and the reasons therefor.  If Purchaser does not deliver to UNOVA the Statement of Objections within the Review Period, Purchaser shall be deemed to have accepted the Preliminary Closing Balance Sheet.  If Purchaser delivers to UNOVA the Statement of Objections within the Review Period, Purchaser shall be deemed to have waived any objections to the Preliminary Closing Balance Sheet that are not included in the Statement of Objections.

(d)                                  Finalization of Closing Balance Sheet

In the event that Purchaser shall accept or shall be deemed to have accepted the Preliminary Closing Balance Sheet as prepared and delivered by UNOVA, the Preliminary Closing Balance Sheet shall constitute the Closing Balance Sheet for purposes of this Agreement.  In the event, however, that Purchaser shall object to the Preliminary Closing Balance Sheet, UNOVA and Purchaser shall promptly meet and in good faith attempt to resolve the issues that are in dispute.  In the event that the issues in dispute shall not have been resolved within 30 days following UNOVA’s receipt of Purchaser’s Statement of Objections, such disputed issues shall be resolved by an independent certified accounting firm jointly selected by UNOVA and Purchaser (the “Independent Firm”), provided the Parties shall attempt to reach a final resolution of any matters which remain in dispute at the earliest practicable date.  The costs and expenses of the Independent Firm in reviewing the issues in dispute shall be borne fifty percent (50%) by Purchaser and fifty percent (50%) by UNOVA.  The Preliminary Closing Balance Sheet, as adjusted to reflect the adjustments agreed upon by such Parties or determined by the Independent Firm, shall constitute the Closing Balance Sheet for purposes of this Agreement.

(e)                                  Net Working Assets

If the net working assets as shown on the Closing Balance Sheet are greater than $130,500,000, then the Secured Note will be increased by an amount equal to 30% of such difference, with such increased amount to be added to the principal of the Secured Note and

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payable forty-two months after the Transfer Date.  As used herein, net working assets shall mean, as of the Transfer Date, the excess of the inventory and receivables over the accounts payable on the Closing Balance Sheet.

1.9                               Right to Contest

The assumption and agreement by the Asset Purchasing Entities to pay, perform and discharge the Assumed Liabilities shall not prohibit the Asset Purchasing Entities from contesting with a third party, in good faith and at the expense of the Asset Purchasing Entities, the amount, validity or enforceability of any thereof; provided, however, that the Asset Purchasing Entities shall indemnify the Selling Entities for any Loss arising from such contest.

1.10                        Nonassignable Contracts and Rights

To the extent that the assignment by any of the Selling Entities of any contract, property, right or asset to be assigned to any Asset Purchasing Entity pursuant to this Agreement shall require the consent or approval of any other party, and such consent or approval shall not have been obtained on or prior to the Transfer Date, this Agreement shall not constitute a contract to assign the same if an attempted assignment would constitute a breach thereof or would in any way adversely affect the rights of any of the Selling Entities (or any Asset Purchasing Entity, as assignee) thereunder.  If any such consent or approval is required but not obtained on or prior to the Transfer Date, the Parties covenant and agree that in such case, the applicable Selling Entities shall continue to deal with the other contracting party or parties, with the benefits of such contract, property, right or asset after the Transfer Date accruing to the benefit of the applicable Asset Purchasing Entity and the liabilities and obligations thereunder being performed by the applicable Asset Purchasing Entity on such Selling Entities’ behalf; such Selling Entities shall hold all moneys received thereunder for the benefit of the applicable Asset Purchasing Entity and shall pay the same to Purchaser when received; and the Parties shall use all reasonable efforts without payment of any penalty or fee to obtain and secure any and all consents and approvals that may be necessary to effect the valid sale, transfer or assignment of the same to the applicable Asset Purchasing Entity without change in any of the material terms or conditions thereof, including without limitation the formal assignment or novation of any of the same, if so required.  The Parties further covenant and agree to make or complete such transfers as soon as reasonably possible and to cooperate with each other in any other reasonable arrangement designed to provide for the applicable Asset Purchasing Entity the benefits of and to such properties, rights or assets and to provide for the performance by the applicable Asset Purchasing Entity of the liabilities and obligations related thereto.

1.11                        Power of Attorney

Effective as of the Transfer Date, the applicable Selling Entities hereby irrevocably and unconditionally constitute and appoint Purchaser (and its successors and permitted assigns) the true and lawful attorneys of such Selling Entities in respect of the Business with

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full power of substitution on behalf of and for the benefit of Purchaser and at the expense of Purchaser, for and in the name or otherwise on behalf of such Selling Entities, (a) to collect for the account of Purchaser all items hereby transferred to Purchaser (including the power to endorse checks and other instruments in connection therewith), (b) to institute and prosecute, in the name of such Selling Entities, Purchaser or otherwise, and at the expense of Purchaser, all proceedings which Purchaser may deem necessary or proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Purchased Assets hereby sold, transferred or assigned to Purchaser, and (c) subject to the terms of Article 11, to defend and compromise any and all actions, suits or proceedings in respect of any of the Purchased Assets hereby sold, transferred or assigned to Purchaser.  Each of the Selling Entities covenants and agrees that the foregoing powers are coupled with an interest and are and shall be irrevocable by such Selling Entity.  Each of the Selling Entities further covenants and agrees that Purchaser shall retain for its own account any amounts collected pursuant to the foregoing powers, including any sums payable as interest in respect thereof, and the Selling Entities covenant and agree to pay or deliver to Purchaser, when received by such Selling Entities, any amounts or property which may be received by such Selling Entities in respect of any of the Purchased Assets which are to be sold, transferred or assigned to Purchaser pursuant to this Agreement.

1.12                        Bulk Sales

Purchaser, on behalf of itself and its Affiliates, hereby waives compliance by the Selling Entities with the bulk sales provisions of the Uniform Commercial Code, the Bulk Sales Act (Ontario) or similar statutory scheme; provided that such waiver does not as between the Purchasing Entities and the Selling Entities relieve the Selling Entities of any debt, liability or obligation to any other person not assumed by a Purchasing Entity under this Agreement.  Purchaser further waives compliance by UNOVA Canada of its obligations under section 6 of the Retail Sales Tax Act (Ontario), and any equivalent or corresponding provisions contained in any similar legislation of any Canadian province in which UNOVA Canada carries on business or has a fixed place of business, in connection with the completion of the transactions provided in this Agreement.

(Article 2 follows)

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ARTICLE 2.
Closing and Transfer Date

2.1                               Closing

Consummation of the purchase and sale of the Purchased Assets and the Shares and the other transactions provided for in this Agreement (the “Closing”) shall take place at the offices of Stroock & Stroock & ▇▇▇▇▇ LLP, counsel for Mainco and Purchaser, located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, commencing at 8:00 a.m. on April 4, 2005 , or at such other date or time or other place as the Parties may mutually agree upon in writing; provided, however, that the purchase and sale of the Purchased Assets and the Shares and all other transactions provided in this Agreement shall be deemed to have occurred simultaneously and shall be effective at 11:59 p.m. (Eastern time) on April 3, 2005, or at such other date or time as the Parties may mutually agree upon in writing (such date, the “Transfer Date”).

2.2                               Notice and Right to Cure

At all times prior to the Transfer Date, the Parties shall promptly notify each other of the existence of any condition or the occurrence of any event which will or is likely to result in the failure to satisfy any one or more of the conditions set forth in Articles 6 and 7.  If any of such conditions shall not have been satisfied or waived on or by the date on which the Closing is otherwise scheduled, then, subject to Section 10.1(b) and provided that such Party is not in breach of this Agreement, the Party which is unable to meet such condition shall have a reasonable time and a reasonable opportunity (not to exceed seven business days) to extend the Transfer Date in order to satisfy, at its expense, such condition or conditions.

2.3                               Reconciliation of Cash

The Parties shall perform a cash reconciliation with respect to the period between the Transfer Date and the Closing (the “Interim Period”) in accordance with this Section 2.3.  In the event that the total amount of cash receipts obtained by all Selling Entities and Transferred Subsidiaries in respect of the Business during the Interim Period (the “Cash Receipts”) is greater or less than the total cash disbursements made by all Selling Entities and Transferred Subsidiaries in the aggregate in respect of the Business during the Interim Period (the “Cash Disbursements”) (the amount of such difference is referred to as the “Cash Difference”) (a) UNOVA shall pay the Cash Difference to Purchaser (if the Cash Receipts are greater than the Cash Disbursements), or (b) Purchaser shall pay the Cash Difference to UNOVA (if the Cash Receipts are less than the Cash Disbursements).  On the date of delivery of the Preliminary Closing Balance Sheet, UNOVA shall deliver to Purchaser a statement setting forth Seller’s calculation of the Cash Difference (the “Preliminary Cash Difference”).  Purchaser shall accept, object to or be deemed to have accepted the Preliminary Cash Difference at the same time and in the same manner as it responds to the Preliminary Closing Balance Sheet.  Payment of the Cash Difference shall be made in cash or by wire transfer within 30 days of final determination of the Cash Difference.

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(Article 3 follows)

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ARTICLE 3.
Representations and Warranties of the Selling Entities

The Selling Entities jointly and severally represent and warrant to Mainco and Purchaser as follows:

3.1                               Corporate Matters

(a)                                  Due Organization, Good Standing and Qualification

Each of the Selling Entities and the Transferred Subsidiaries is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, as applicable.  Each of the Selling Entities and the Transferred Subsidiaries is qualified to conduct the Business as a foreign corporation or foreign limited liability company in all jurisdictions where the conduct of the Business or the ownership of its assets in respect of the Cincinnati Lamb Group requires qualification, except where the failure to be so qualified would not have a material adverse effect (as defined below) with respect to the Business.

For purposes of this Agreement, the terms “material adverse effect” or “material adverse change” with respect to the Cincinnati Lamb Group means any circumstance, event, change, violation, failure, inaccuracy, effect or other matter that, individually or when taken together with all other circumstances, events, changes, violations, failures, inaccuracies, effects or other matters, is materially adverse to (a) the operations of the Business taken as a whole, or (b) the ability of the Selling Entities to timely consummate the transactions contemplated by this Agreement; and such terms with respect to the Purchasing Entities means any circumstance, event, change, violation, failure, inaccuracy, effect or other matter that, individually or when taken together with all other circumstances, events, changes, violations, failures, inaccuracies, effects or other matters, is materially adverse to (x) the business, operations or financial condition of the Purchasing Entities, taken as a whole, or (y) the ability of the Purchasing Entities to timely consummate the transactions contemplated by this Agreement; provided, however, that in each case, the foregoing definitions exclude the effects of changes that are generally applicable to (i) the industries and markets in which the Business operates, (ii) the United States economy or securities or capital markets or (iii) the world economy or securities or capital markets.  The Parties further understand and agree that changes in cash flow and net working assets are common in the ordinary course of the Business, and as such do not constitute a material adverse change or material adverse effect.

(b)                                  Corporate Authority to Conduct Business

Each of the Selling Entities and the Transferred Subsidiaries has the corporate power and authority to own, lease and operate its properties and assets and to carry on the portion of the Business attributable to it as it is now being conducted.

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(c)                                  Corporate Power and Authority to Enter Into Agreements

Each of the Selling Entities has the corporate power and authority to execute and deliver this Agreement and the other agreements provided for herein (the “Related Agreements”) to which it is a party and perform its obligations hereunder and thereunder.

(d)                                  Due Execution and Enforceability

The execution, delivery and performance by and on behalf of each of the Selling Entities of this Agreement and the Related Agreements to which it is a party have been duly authorized by all necessary corporate action.  This Agreement constitutes a valid and binding obligation of each of the Selling Entities, enforceable against each of them in accordance with its terms, except to the extent the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by general equitable principles.  The Related Agreements to which each of the Selling Entities is a party, when executed and delivered by the applicable Selling Entities, will constitute valid and binding obligations of the respective Selling Entities, enforceable against each of them in accordance with their respective terms, except to the extent the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by general equitable principles.

(e)                                  No Conflict

With respect to each of the Selling Entities, the execution and delivery of this Agreement and the Related Agreements to which such Person is a party do not, and the consummation by it of any of the transactions contemplated hereby or thereby will not:

(i) conflict with or violate its certificate of incorporation, bylaws or other constituent documents;

(ii) violate any applicable Law (defined below) of any federal, state, provincial, local or foreign court or tribunal, government, regulatory body, agency or authority (a “Governmental Body”);

(iii) violate, conflict with, result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under any Contract to which it is a party or by which it is bound, except as would not be reasonably likely to have a material adverse effect on the Business; or

(iv) result in the creation of any Lien on any of the Purchased Assets.

For purposes of this Agreement, “Law” means any federal, state, provincial, local or foreign Law, code, regulation, rule, order, writ, ordinance, permit, license, injunction, judgment, ruling, policy or decree having the force of law, including, without limitation, the Fair Labor Standards Act, the Employment Standards Act (Ontario), the HSR Act, the Securities Act of 1933, as amended (the “Securities Act”), the Securities Act (Ontario) and

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similar applicable Laws in other jurisdictions, all Environmental Laws and all permitting and approval requirements and common law.

(f)                                    Subsidiaries and Other Equity Investments

Except as set forth on Schedule 3.1(f), none of the Selling Entities has any subsidiaries (other than the Transferred Subsidiaries) or other equity investments in any corporation, company, partnership, joint venture or other entity relating primarily or exclusively to the Business.  The CM Korea Shares constitute all the issued and outstanding shares of capital stock of CM Korea.  The R&B Shares constitute all the issued and outstanding shares of capital stock of R&B.  The UII Shares constitute all the issued and outstanding shares of capital stock of UII.

(g)                                 Articles and By-laws

The Selling Entities have provided Purchaser and Mainco with true, correct and complete copies of the articles of incorporation and by-laws (or their substantial equivalents), minute and stock books as amended and in effect, of each of the Transferred Subsidiaries.

(h)                                 Capitalization and Shareholders

Set forth on Schedule 3.1(h) is a list and description of the authorized, issued and outstanding capital stock of each of the Transferred Subsidiaries, all options or warrants to purchase shares of capital stock of the Transferred Subsidiaries, and any securities convertible into shares of capital stock of either of the Transferred Subsidiaries.  Also set forth on Schedule 3.1(h) is a list of all holders of shares of capital stock of the Transferred Subsidiaries, options or warrants to purchase shares of capital stock of the Transferred Subsidiaries or securities convertible into shares of capital stock of the Transferred Subsidiaries.  All Shares are duly and validly issued, fully paid, non-assessable and owned of record as set forth on Schedule 3.1(h).  On the Transfer Date, there will be no options or warrants to purchase shares of capital stock of the Transferred Subsidiaries or securities convertible into shares of capital stock of the Transferred Subsidiaries.

(i)                                    Amalgamation of UNOVA Canada

UNOVA and UNOVA Canada have informed the Purchasing Entities that following the execution of this Agreement, they and certain affiliates intend to take the following actions:  (i) UNOVA will contribute all of the outstanding capital stock of UNOVA Canada to Intermec Technologies Corporation (“Intermec”), a wholly-owned subsidiary of UNOVA, (ii) Intermec will contribute that stock to Intermec Technologies Canada Ltd. (“Intermec Canada”), and (iii)  UNOVA Canada and Intermec Canada will enter into a vertical amalgamation under Canadian law, and the amalgamated corporation will be known as Intermec Technologies Canada Ltd. (“New Intermec Canada”).  This series of actions is referred to as the “Amalgamation”.  Immediately following the Amalgamation, New Intermec Canada will have all properties, rights and assets and all debts, liabilities and

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obligations of UNOVA Canada, including its obligations under this Agreement.  The Purchasing Entities consent to the Amalgamation.

(j)                                    Residency

All Purchased Assets located in Canada are owned beneficially and legally by UNOVA Canada and not by any other Selling Entity, UNOVA Canada is not and New Intermec Canada will not be a non-resident of Canada for the purposes of the Income Tax Act (Canada).

(k)                                Certain Additional Matters

In respect of each of UNOVA UK and CMUK:

(i)                                     No order has been made or petition presented or resolution passed for its winding up;

(ii)                                  No administrative or other receiver has been appointed by any person over the whole or any part of its business or assets; and

(iii)                               No order has been made or petition presented for the appointment of an administrator.

3.2                               Financial

(a)                                  December Financials

Set forth on Schedule 3.2(a) is the combined balance sheet of the Cincinnati Lamb Group as of December 31, 2004 (the “December Balance Sheet”), as prepared by UNOVA, and the related combined statement of operations for the year then ended (collectively, the “December Financials”).  Except as otherwise disclosed on Schedule 3.2(a), the December Financials have been prepared in conformity with GAAP consistently applied throughout the periods covered, except as may be indicated in the notes thereto, and present fairly in all material respects the combined financial position and the combined results of their operations for the year then ended, excluding impairment charges and reclassifications required at the corporate level because of discontinued operations status and excluding allocated costs related to restricted stock and pensions allocated to the Cincinnati Lamb Group in UNOVA’s consolidated adjustments.  The Cincinnati Lamb Group has no liabilities or obligations (absolute, accrued or contingent) that are not reflected or reserved against in the December Balance Sheet, as prescribed by GAAP and the Financial Accounting Standards Board, except (i) liabilities or obligations incurred since the date of the December Balance Sheet in the ordinary course of business and consistent with past practice, and (ii) as otherwise disclosed in this Agreement.

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(b)                                  Events Subsequent to December Balance Sheet

Since December 31, 2004, there has not been any of the following, except as approved by Purchaser or as otherwise disclosed on Schedule 3.2(b):

 (i)                                  Any material damage or destruction (whether or not covered by insurance) adversely affecting the properties, rights or assets of the Business, taken as a whole, that would reasonably be expected to have a material adverse effect on the Business;

(ii)                                  Any sale or other disposition of any capital asset used in the Business with an original cost in excess of $150,000 (excluding any Assets Held for Sale);

(iii)                               Except as referred to in this Agreement, any increase in the wage, salary, commission or other compensation (other than increases granted in the ordinary course of business and consistent with past practice) payable or to become payable by any of the Cincinnati Lamb Group to any of the “Employees” (as defined in Section 3.13(a)), or any change in any existing, or creation of any new, insurance or other plan under which any of the Cincinnati Lamb Group provides benefits to such Employees;

(iv)                              Any declaration, setting aside or payment of any dividend or any distribution with respect to the shares of capital stock of any Transferred Subsidiary, or any direct or indirect redemption, purchase or other acquisition of any such shares;

(v)                                 Any release or waiver by any of the Cincinnati Lamb Group of any material claim or right in respect of the Business;

(vi)                              Any amendment, waiver or forgiveness of any material term of any outstanding equity or debt security of a Transferred Subsidiary;

(vii)                           Any change in accounting methods, principles or practices used by the Business, except insofar as may have been required by a change in GAAP or Law; or

(viii)                        Made or changed an election concerning any Taxes, changed an annual accounting period or adopted or changed any accounting method, in either case to the extent such change would materially affect the Taxes of the Purchasers.

Furthermore, except as approved by Purchaser or disclosed in Schedule 3.2(b), since December 31, 2004, no Selling Entity nor Transferred Subsidiary, nor to the knowledge of the Selling Entities and the Transferred Subsidiaries, none of the Selling Entities’ nor the Transferred Subsidiaries’ officers, directors or agents in their representative capacities on behalf of any such entity, has:

(viii)                        Paid, discharged or satisfied any material claims, liabilities or obligations (absolute, accrued or contingent) owed with respect to the Business other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of claims, liabilities and obligations reflected or reserved against in the Financial

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Statements, or prepaid any material obligation owed with respect to the Business having a fixed maturity of more than ninety (90) days from the date such obligation was issued or incurred;

(ix)                                Permitted or allowed any of the Purchased Assets or any of the material property or assets (real, personal or mixed, tangible or intangible) of the Transferred Subsidiaries to be subjected to any Lien except Permitted Liens or Liens that will be released prior to the Transfer Date;

(x)                                   Sold, transferred or otherwise disposed of any of the Purchased Assets or the material properties or assets (real, personal or mixed, tangible or intangible) of the Transferred Subsidiaries with an aggregate net book value in excess of $100,000, except the sale of inventory in the ordinary course of business;

(xi)                                Disposed of or permitted to lapse any rights to the use of any material trademark, trade name, patent or copyright currently used exclusively in the conduct of the Business, or disposed of or disclosed to any Person (other than representatives of Purchasing Entities or any other Person subject to a confidentiality agreement or non-disclosure obligation) any material trade secret, formula, process or know-how not theretofore a matter of public knowledge, which was used primarily or exclusively in the conduct of the Business;

(xii)                             Made any single capital expenditure or commitment in excess of $150,000 for additions to property, plant, equipment or intangible capital assets of the Business or made aggregate capital expenditures in excess of $750,000 for additions to property, plant, equipment or intangible capital assets of the Business;

(xiii)                          Accelerated the collection of any of its accounts receivable or deferred the payment of any of its accounts payable outside of the ordinary course of the Business; or

(xiv)                         Agreed, whether in writing or otherwise, to take any action described in this Section 3.2(b).

(c)                                  Indebtedness

Set forth on Schedule 3.2(c) is a list and description of all notes, loan agreements and other instruments pursuant to which any the Selling Entities in respect of the Business is obligated for borrowed moneys (other than customary trade payables incurred in the ordinary course of business) and the outstanding balance of principal and interest thereunder as of the date indicated.

3.3                               Accounts Receivable

(a)                                  December Balance Sheet

As of the date of this Agreement, all accounts, notes and drafts receivable (including unbilled receivables) of the Business reflected in the December Balance Sheet are bona fide,

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represent transactions actually made in the ordinary course of business and, to the knowledge of the Selling Entities, are collectible in the ordinary course of business, except to the extent of the reserve for uncollectible accounts provided for in the December Balance Sheet.

(b)                                  Closing Balance Sheet

As of the Transfer Date, all accounts, notes and drafts receivable (including unbilled receivables) of the Business reflected in the Closing Balance Sheet will be bona fide, represent transactions actually made in the ordinary course of business and, to the knowledge of the Selling Entities, be collectible in the ordinary course of business, except to the extent of the reserve for uncollectible accounts provided for in the Closing Balance Sheet.

3.4                               Inventories

All items of inventory reflected in the Closing Balance Sheet or as currently owned by the Selling Entities or Transferred Subsidiaries primarily or exclusively for use in the operation of the Business (a) have been valued in accordance with the inventory valuation policy of the Business set forth on Schedule 3.4, and (b) are of a quality and quantity usable and salable with respect to such inventory valuation policy.

3.5                               Absence of Liens and Encumbrances

For purposes of this Agreement, a “Lien” shall mean any lien, encumbrance, mortgage, pledge, hypothecation, charge, or other security interest in favor of any third party, other than defects, easements, encroachments and encumbrances that do not, individually or in the aggregate, materially impair value or continued use as currently conducted of the property to which they relate.  “Permitted Lien” shall mean, collectively, any (i) Liens for Taxes, assessments or governmental charges or levies not yet due or being contested in good faith and any Liens for Taxes disclosed on Schedule 3.18, (ii) statutory Liens of carriers, warehousemen, mechanics, materialmen and the like arising in the ordinary course of business that do not impair in any material respect the conduct of the Business or the use of any of the Purchased Assets or the assets of the Transferred Subsidiaries in the manner currently conducted or used, (iii) easements, restrictive covenants, rights of way and other similar restrictions of record, (iv) zoning, building and other similar restrictions, (v) easements, encumbrances, encroachments and other minor imperfections of title that do not impair in any material respect the continued conduct of the Business or the continued use of any of the Purchased Assets or the assets of the Transferred Subsidiaries in the manner currently conducted or used, (vi)  in the case of leased property, all matters, whether or not of record, affecting the title of the lessor (and any underlying lessor) of the leased property, (vii) any Lien caused by a Purchasing Entity in connection with this Agreement, (viii) other Liens set forth on Schedule 3.5, (ix) Liens relating to deposits made in the ordinary course of business in connection with workers’ compensation, employment insurance and other types of social security, (x) Liens to secure the performance of leases, trade contracts or other similar agreements and securing executory obligations under any lease that constitutes an “operating lease” under GAAP, and (xi) Liens to secure payment obligations in connection

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with purchased property in the ordinary course of business.  Except as set forth on Schedule 3.5, each of the applicable Selling Entities has good and marketable title to or, in the case of leased properties and assets, valid leasehold interest in, all of the Purchased Assets, and each Transferred Subsidiary has good title to, or in the case of leased properties and assets, valid leasehold interest in, all of the material assets of such Transferred Subsidiary used exclusively in the Business, in each case free and clear of all Liens other than Permitted Liens.  The Selling Entities and Transferred Subsidiaries own all of the assets used by them in the operation and conduct of the Business, or required by them for the normal conduct of the Business, except for those assets leased by them under leases specifically identified on Schedule 3.6(b) hereto.  Except for the assets owned by the Transferred Subsidiaries and the Excluded Assets, the Purchased Assets constitute all of the assets used in, related to or required for the normal conduct of the Business and of the Cincinnati Lamb Group.

3.6                               Real Property.

(a)                                  Real Property

Set forth on Schedule 3.6(a) is a description of all real property with respect to which any of the Selling Entities or Transferred Subsidiaries is the owner and holder of a fee simple, insurable interest and is primarily or exclusively used in the Business, excluding any of the Assets Held for Sale (collectively, the “Owned Real Property”).

(b)                                  Realty Leases (as Lessee)

Set forth on Schedule 3.6(b) is a list and description of all real property with respect to which any of the Selling Entities or Transferred Subsidiaries is a lessee or sublessee or other occupant and that is exclusively used in the Business (the “Leased Real Property,” and, along with the Owned Real Property, the “Real Property”).  UNOVA has previously furnished to Purchaser true, correct and complete copies of the leases or similar contracts governing the Leased Real Property and any guaranties related thereto.  Each such lease is in full force and effect, no default or breach has occurred on the part of the Selling Entities or, to the knowledge of the Selling Entities, any other party thereto, nor has there been any occurrence, omission or dispute which with the giving of notice or the passage of time or both could give rise to a default of any such lease.  Except as set forth on Schedule 3.6(b), no consent of any landlord or any other party is required under any such lease in order to assign all rights and benefits in each such lease to Purchaser (or its designee) and to keep such lease in full force and effect after the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

(c)                                  Violation of Laws or Restrictive Covenants

No notice of violation of any applicable Law (including without limitation any zoning and land use Law), covenant, condition, restriction, agreement or easement affecting any Real Property owned, leased or occupied by any of the Selling Entities or Transferred Subsidiaries or its use or occupancy, which violation would materially impair the value or

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continued use of the property to which it relates has been received by any of the Selling Entities in respect of the Business or any Transferred Subsidiary by any Governmental Body or other person entitled to enforce the same.

(d)                                  Environmental Matters

Except as otherwise disclosed on Schedule 3.6(d) or in the Phase I or Phase II assessments undertaken by UNOVA pursuant to Section 5.8:

(i)                                     The applicable Transferred Subsidiaries or Selling Entities in respect of the Business have obtained and currently maintain all material permits, licenses and other authorizations (the “Environmental Permits”) which are presently required with respect to the operation of the Business or any Real Property under applicable Law relating to pollution or protection of the environment, including without limitation Laws and regulations relating to emission, discharge or release of any “Hazardous Substance” (as defined below) into the environment (including without limitation ambient air, surface water, ground water, drinking water supply, land surface or subsurface strata located both on and off-site) or otherwise relating to the manufacture, processing, distribution, generation, use, removal, abatement, remediation, treatment, storage, disposal, transport, recycling, reclamation, management, handling, import or export of any Hazardous Substance (collectively, the “Environmental Laws”).  The term “Hazardous Substance” shall mean any toxic or hazardous constituents, pollutants, waste waters, byproducts, contaminants, chemicals, compounds, substances, materials or wastes, including without limitation asbestos, polychlorinated biphenyls , petroleum or any petroleum products or other constituents or petroleum-based derivatives or urea formaldehyde.  None of the Transferred Subsidiaries or Selling Entities in respect of the Business has been notified by any Governmental Body that any of the Environmental Permits will be materially modified or suspended or revoked, and the Selling Entities have no reason to believe that the Environmental Permits cannot be transferred or reissued to Purchaser or renewed upon their expiration upon the same or similar terms and conditions as the current permits, subject to requirements of applicable Environmental Laws governing such Environmental Permits.  Each of the Selling Entities and Transferred Subsidiaries is in material compliance with the terms and conditions of the Environmental Permits applicable to such Persons;

(ii)                                  Each of the Selling Entities and Transferred Subsidiaries is in material compliance with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables imposed or required by the Environmental Laws;

(iii)                               There is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, order, investigation, proceeding, notice or demand letter received by or pending , or to the knowledge of the Selling Entities, threatened against any of the Transferred Subsidiaries or Selling Entities in respect of any Real Property or any site off the Real Property based on the Environmental Laws or any binding code, plan, order, decree,

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judgment, injunction, notice or demand letter issued, entered or promulgated under such Environmental Laws;

(iv)                              There has been no storage, holding, existence, release, spill, emission, discharge, generation, processing, treatment, abatement, removal, recycling, reclamation, disposal, handling, use or transportation of any Hazardous Substance from, under, into, at or on any Real Property (an “Environmental Activity”) which has resulted or is reasonably likely to result in a violation by or a material liability of any Transferred Subsidiaries or Selling Entities in respect of the Business under the Environmental Laws, or which has resulted in the contamination of any Real Property that is required by any Governmental Body to be investigated, reported, removed or remediated under the Environmental Laws; and

(v)                                 The Selling Entities have provided or will provide Purchaser and Consultant (as defined in Section 5.8(a)) with access to all environmental studies or reports, records, documentation and information in the control of the Selling Entities relative to the environmental condition of the Real Property, any Environmental Activity and compliance with applicable Environmental Laws except for such records, documentation and information considered to be subject to the attorney-client privilege, provided that the withholding of such records, documentation and information does not result in the non-disclosure of material information regarding the environmental condition of the Real Property, any Environmental Activity or the failure of the Business to comply with applicable Environmental Laws.

(e)                                  Survey Matters

With respect to each of the properties which is an Owned Real Property (i) all buildings, structures and improvements, including, without limitation, any driveways, parking areas, waste facilities and all means of access to such property, are located completely within the boundary lines of such property and do not encroach upon or under the property of any other person or entity; (ii) no building, structure or improvement of any kind belonging to any other person or entity encroaches upon or under any of such property; (iii) the property abuts and has access to a public way, duly laid out or accepted as such by the city or town in which such property is located; (iv) the legal description provided to the Purchaser with respect to such property comprises all the land necessary to properly operate such property consistent with its respective use prior to the date hereof; (v) no portion of such property is subject to the possession or claim of ownership or use by any other person or entity other than the respective Selling Entities or Transferred Subsidiaries; and (vi) there are no rights, interests or claims affecting any such property which a correct survey would disclose and which are not shown in the public records.

(f)                                    Real Estate Liens or Encumbances

As of the Transfer Date, except as disclosed in any title insurance policy delivered to Purchaser prior to the consummation of the transactions contemplated hereby, none of the Owned Real Property is subject to any easements, covenants, restrictions and

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reservations (of record or otherwise), which prohibit or materially interfere with the current or expected future use of such properties.

3.7                               Right to Use Properties and Assets

Except as would not reasonably be expected to have a material adverse effect, none of the Selling Entities or Transferred Subsidiaries is using any properties, rights or assets to conduct the Business which are not duly owned, leased, licensed or otherwise contracted for by it.

3.8                               Contracts and Commitments

The agreements set forth on Schedules 3.8(a) through 3.8(k) are referred to herein as the “Contracts.”

(a)                                  Sales Orders, Bids and Proposals

Set forth on Schedule 3.8(a) is a list and description of each individual outstanding sales order, sales contract, change order, final bid or binding sales proposal of any of the Transferred Subsidiaries or Selling Entities relating to the Business in excess of $250,000 (the “Sales Orders”).  UNOVA has provided Purchaser with access to copies of all Sales Orders, except to the extent such access may be restricted by applicable Laws or contract terms.  Except as otherwise indicated on Schedule 3.8(a), all Sales Orders currently in effect have been made in the ordinary course of business and at arm’s length.

(b)                                  Purchase Orders

Set forth on Schedule 3.8(b) is a list and description of each individual outstanding purchase order and purchase commitment of any of the Transferred Subsidiaries or Selling Entities relating to the Business in excess of $100,000 (the “Purchase Orders”).  UNOVA has provided Purchaser with access to copies of all Purchase Orders.  Except as otherwise indicated on Schedule 3.8(b), all Purchase Orders have been incurred in the ordinary course of business and at arm’s length.  Schedule 3.8(b) also contains a true and complete list of (i) the twenty largest customers of the Selling Entities in terms of revenues during the year ended December 31, 2004 showing the approximate total sales to each such customer during such period; and (ii) the twenty largest vendors of the Selling Entities in terms of purchases of goods or services during such period, showing the approximate total purchases by the Selling Entities from each such vendor during such period.

(c)                                  Sales Representative, Distributor and Dealer Agreements

Set forth on Schedule 3.8(c) is a list and description of all outstanding sales representative, sales agent, dealer and distributor agreements and similar contracts or agreements of any of the Transferred Subsidiaries or Selling Entities relating to the Business.  All of such contracts and agreements by their terms are terminable at any time by the applicable Selling Entity or Transferred Subsidiary without any additional payment,

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indemnity or other penalty upon not more than 90 days notice, except as otherwise disclosed on Schedule 3.8(c).

(d)                                  Personal Property Leases (As Lessee)

Set forth on Schedule 3.8(d) are (i) a list and description of each individual lease, contract and other agreement under which any of the Transferred Subsidiaries or Selling Entities relating to the Business leases or rents (as lessee) any machinery, equipment, motor vehicle or other personal property and which is not terminable at any time by the applicable Selling Entity or Transferred Subsidiary without any additional payment, indemnity or other penalty upon not more than 90 days notice, and under which the lease or rent payments exceed $10,000 annually, and (ii) a list of each lease under which any of the Transferred Subsidiaries or Selling Entities leases or rents (as lessee) any motor vehicle used in the Business.

(e)                                  Noncompetition Agreements or Covenants

Set forth on Schedule 3.8(e) is a list and description of every agreement or other commitment imposing on any of the Transferred Subsidiaries or Selling Entities any restriction on the manner in which it may conduct the Business in competition with any third party.

(f)                                    Confidential Nondisclosure Agreements

Set forth on Schedule 3.8(f) is a list and description of all written agreements between any of the Transferred Subsidiaries or Selling Entities and any third party in respect of the Business which contain provisions for the nondisclosure by any of the Transferred Subsidiaries or Selling Entities of confidential or proprietary information (excluding standard confidentiality provisions in product sales or service agreements and excluding confidentiality agreements with potential purchasers of all or any portion of the Cincinnati Lamb Group).

(g)                                 Consultant Agreements

Set forth on Schedule 3.8(g) is a list and description of all outstanding consultant agreements (other than agreements listed on Schedule 3.8(c)) of any of the Transferred Subsidiaries or Selling Entities in respect of the Business.

(h)                                 Guarantees

Set forth on Schedule 3.8(h) is a list and description of each contract, agreement or instrument under which any of the Transferred Subsidiaries or the Selling Entities guarantees, endorses or otherwise is, will or may become liable or responsible for the obligations or liabilities of any third party in respect of the Business for money borrowed, advances made or goods or services purchased (other than endorsements for collection of negotiable instruments in the ordinary course of business).

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(i)                                    Powers of Attorney, Proxies

Set forth on Schedule 3.8(i) is a list and description of all outstanding powers of attorney or proxies granted by any of the Transferred Subsidiaries or the Selling Entities in respect of the Business.

(j)                                    Letters of Credit, Surety, Bid and Performance Bonds

Set forth on Schedule 3.8(j) is a list and description of all commercial letters of credit, stand-by letters of credit, surety, bid, performance bonds and other similar instruments (i) securing the obligations of any of the Transferred Subsidiaries or Selling Entities in respect of the Business or (ii) securing any outstanding payment obligations of a third party to any of the Transferred Subsidiaries or Selling Entities in respect of the Business.

(k)                                Other Material Contracts

Set forth on Schedule 3.8(k) is a list and description of any other contract or commitment of any of the Transferred Subsidiaries or Selling Entities in respect of the Business that is material to the Business and which is not of the type required to be disclosed in any other Schedule to this Agreement pursuant to the provisions hereof.  For purposes of this paragraph, a contract or commitment shall be deemed to be material if the consideration remaining to be paid thereunder exceeds $150,000 in the aggregate.

Except as otherwise disclosed in this Section 3.8, all contracts listed in this Schedule 3.8 are valid and in full force and effect, the Transferred Entities or Selling Entities have performed or are prepared to perform all material obligations imposed on them thereunder, and there are not any defaults or events of default on the part of the Transferred Subsidiaries or Selling Entities, or to their knowledge the other parties thereto, that could reasonably be expected to materially adversely affect the Business.  Except as otherwise disclosed in this Section 3.8, none of the Transferred Subsidiaries or Selling Entities has received notice that any party to any such contract intends to cancel, terminate or refuse to renew such contract or to exercise or decline to exercise any option or right thereunder.

3.9                               Patents, Trade Names, Trademarks, Service Marks, Copyrights and Chip Registrations

(a)                                  Intellectual Property Rights

Set forth on Schedule 3.9(a) is a list and description of all patents, registered designs, utility models, patent applications, trade names, internet domains, trademarks, trademark registrations and trademark applications, service marks, service ▇▇▇▇ registrations and service ▇▇▇▇ applications, copyright registrations and copyright registration applications, software, chip registrations and chip registration applications, both domestic and foreign, which are owned by any of the Transferred Subsidiaries or Selling Entities that are material to the Business (collectively, the “Intellectual Property”).  To the knowledge of the Selling Entities and except as otherwise indicated on Schedule 3.9(a), such Intellectual Property is all

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of the intellectual property that is material and necessary to operate the Business.  Except as otherwise indicated on Schedule 3.9(a), the applicable Transferred Subsidiary or Selling Entity owns all right, title and interest in and to the Intellectual Property, validly and beneficially.  Also disclosed on Schedule 3.9(a) is an indication of any of the Intellectual Property that is used by other operations of UNOVA or its subsidiaries in operations other than the Business , together with a list of opposition proceedings, cancellation actions and revocation actions (“Licensed Intellectual Property”).

(b)                                  Licenses of Intellectual Property Rights To or From Third Parties

Set forth on Schedule 3.9(b) is a list and description of (i) all licenses, assignments and other transfers of Intellectual Property granted to others by any of the Transferred Subsidiaries or Selling Entities that are used in and material to the Business, and (ii) all licenses, assignments and other transfers by others of patents, trade names, trademarks, service marks, copyrights, chip registrations, trade secrets, software, know-how, industrial property, technology or other proprietary rights granted to any of the Transferred Subsidiaries or Selling Entities that are used in and material to the Business.  Except as otherwise disclosed on Schedule 3.9(b), none of the licenses described above is subject to termination, cancellation or change in its terms or provisions as a result of this Agreement or the transactions provided for in this Agreement.

(c)                                  No Infringement

Except as disclosed on Schedule 3.9(c) and except with respect to pre-packaged or off-the-shelf-software, to the knowledge of the Selling Entities, (a) none of the Intellectual Property or the rights of any of the Transferred Subsidiaries or Selling Entities are being infringed or otherwise violated by any Person, and (b) the use of such Intellectual Property by the Cincinnati Lamb Group in connection with the Business does not infringe or otherwise violate the rights of any other Person.

3.10                        Patent, Trade Name, Trademark, Service ▇▇▇▇, Copyright or Chip Registration Indemnification

Except as set forth on Schedule 3.10, there are no pending or, to the knowledge of the Selling Entities, threatened indemnification claims or demands against any of the Transferred Subsidiaries or the Selling Entities in respect of the Business for patent, registered design, utility model, trade name, internet domain, trademark, service ▇▇▇▇, copyright or chip registration infringement.

3.11                        Confidential Information or Trade Secrets

Except as set forth on Schedule 3.11, there are no pending or, to the knowledge of the Selling Entities, threatened proceedings which challenge the rights of any of the Transferred Subsidiaries or Selling Entities in respect of any proprietary or confidential information or trade secrets used in and material to the Business.

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3.12                        Product and Service Warranties

Set forth on Schedule 3.12 are the standard product and service warranty policies of the Transferred Subsidiaries and Selling Entities in respect of the Business.  Except as otherwise indicated on Schedule 3.12, none of the Transferred Subsidiaries or Selling Entities has granted or extended any currently outstanding product or service warranty, either in duration, scope or otherwise, that is in excess of or different from the standard policies set forth on Schedule 3.12.

3.13                        Employees; Employee Benefits

(a)                                  Employees

Subject to European data protection legislation, set forth on Schedule 3.13(a) is a list of the names and titles of all employees of the Transferred Subsidiaries and Selling Entities in respect of the Business as of the date of this Agreement (the “Employees”).  UNOVA has previously furnished to Purchaser a schedule showing the current rates of compensation of each of the Employees.

(b)                                  Indebtedness to Employees

None of the Transferred Subsidiaries or Selling Entities in respect of the Business is indebted to any of the present or former employees in any amount whatsoever, other than for accrued wages, bonuses and related benefits and reasonable reimbursable business expenses incurred in the ordinary course of business, except as otherwise disclosed on Schedule 3.13(b).

(c)                                  Loans or Advances to Employees

None of the Transferred Subsidiaries or Selling Entities has outstanding and unsatisfied, in whole or in part, any loan or advance to any of its present or former employees, other than reasonable advances for business and related expenses made in the ordinary course of business, except as otherwise disclosed on Schedule 3.13(c).

(d)                                  Collective Bargaining Agreements

Set forth on Schedule 3.13(d) is a list and description of all collective bargaining or similar agreements between any of the Transferred Subsidiaries or Selling Entities and any group of Employees, union or labor organization representing any Employees including any works agreement.  To the knowledge of the Selling Entities, no such agreement or understanding is presently proposed or under discussion, except as otherwise disclosed on Schedule 3.13(d).

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(e)                                  Other Labor Matters

Each of the Transferred Subsidiaries and Selling Entities in respect of the Business is in compliance in all material respects with all applicable Laws relating to employment, employment practices, terms and conditions of employment, wages and hours.  Within the last two years, none of the Transferred Subsidiaries or Selling Entities has experienced any union organizing activity or any work stoppage due to any labor disagreement with respect to the Employees.  There is no strike, slowdown or stoppage pending or threatened against any of the Transferred Subsidiaries or Selling Entities.

(f)                                    Employee Benefit Plans

(i)                                    Generally

Set forth on Schedule 3.13(f) is a list and description of all employee benefit plans and commitments in effect for the benefit of the present or former employees of the Cincinnati Lamb Group or any group of such employees, or for the benefit of dependents of any of them (collectively, the “Employee Benefit Plans”), including without limitation any pension, life and dependent life, accidental death and health insurance (including medical, dental and vision), hospitalization, medical examination, savings, bonus, deferred compensation, incentive compensation, holiday, vacation, severance pay, tax preparation assistance and equalization, estate planning, pay-in-lieu, sick pay, sick leave, disability, tuition refund, service award, company car, car allowance, scholarship, relocation, patent award, living allowances, housing allowances, annual home leave costs, employee assistance, travel, accident, dependent schooling and supplements, fringe benefit and other employee benefit plans, contracts, policies or practices providing employee or executive compensation or benefits.  None of the Transferred Subsidiaries or Selling Entities in respect of the Business has committed to establish any agreement or arrangement of the type required to be disclosed on Schedule 3.13(f), except as otherwise indicated on such Schedule.  Except as otherwise disclosed on Schedule 3.13(f), to the knowledge of the Selling Entities, each of the Employee Benefit Plans complies, and has been administered in compliance in all material respects, with all applicable Laws.

(ii)                                ERISA Plans

UNOVA has provided Purchaser with access to copies of (1) each Employee Benefit Plan that is subject to ERISA, including amendments thereto (each, an “ERISA Plan”), or, in the case of any unwritten ERISA Plan, a description thereof, (2) if applicable, the current trust agreement for each ERISA Plan, including amendments thereto, (3) if applicable, the most recent summary plan description for each ERISA Plan and all modifications thereto, (4) if applicable, the most recent Form 5500 filed for each ERISA Plan, (5) if applicable, the most recent actuarial valuation report prepared in connection with any ERISA Plan, and (6) if applicable, the most recent determination letter received from the Internal Revenue Service with respect to such ERISA Plan.  Except as otherwise disclosed on Schedule 3.13(f), no ERISA Plan is a “multiemployer plan” (as defined in Section 3(37) or

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Section 4001(a)(3) of ERISA) and no Selling Entity or Transferred Subsidiary has incurred any material withdrawal liability under Section 4201 of ERISA to any multiemployer plan that covered employees of the Cincinnati Lamb U.S. Division during the last five years, which liability will not be satisfied prior to Closing.  With respect to each ERISA Plan (1) all payments due from any such plan (or from the applicable Transferred Subsidiary or Selling Entity with respect to any such plan) have been made, (2) the applicable Selling Entity or Transferred Subsidiary has complied in all material respects with, and each such ERISA Plan conforms in all material respects in form and operation to, all applicable Laws, including without limitation ERISA and the Code and all material reports and information relating to such ERISA Plan required to be filed with any Governmental Body have been timely filed, (3) all material reports and information required to be disclosed or provided to participants or their beneficiaries have been timely disclosed or provided, (4) there have been no prohibited transactions within the meaning of Section 406 of ERISA or Section 4975 of the Code with respect to any ERISA Plan, (5) each such ERISA Plan which is intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service with respect to such qualification or is the subject of an Internal Revenue Service opinion letter that such ERISA Plan is established using a prototype plan document, and to the knowledge of the Selling Entities, nothing has occurred since the date of such letter that has or is likely to adversely affect such qualification or exemption, and (6) to the knowledge of the Selling Entities, there are no actions by any Governmental Body, suits or claims pending (other than routine claims for benefits) or threatened with respect to any ERISA Plan or against the assets of such ERISA Plan.  With respect to any Employee Benefit Plan subject to Title IV of ERISA, except as disclosed on Schedule 3.13(f), (1) all minimum funding contributions required under Section 302 of ERISA and Section 412 of the Code have been timely made, (2) no funding waivers have been received or requested from the IRS, (3) no accumulated funding deficiency as described in Section 302(a) of ERISA and Section 412(a) of the Code exists and (4) no notice of intent to terminate has been filed and no amendment to treat such plan as terminated has been adopted.  Except as specifically designated as such in Schedule 3.13(f), no ERISA Plan provides post-employment health or welfare benefits, except as required by Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code (“COBRA”).

(iii)                            U.K. Pension Plans

UNOVA has provided Purchaser in respect of the UNOVA Pension Fund, the Cincinnati Machine Pension Plan and the Cincinnati Machine Supplementary Pension Plan (collectively, the “U.K. Pension Plans”) with access to copies of the most recent definitive deed and rules applicable to each of the U.K. Pension Plans, all subsequent deeds of amendment and the most recent explanatory booklet issued in relation to such Plans and applicable to the Employees located in the U.K. (the “U.K. Employees”).  Particulars of all documents relating to, and all benefits payable under the U.K. Pension Plans necessary to enable the Purchasing Entities to quantify the liabilities they will assume under each such Pension Plan have been provided to or made available to the Purchaser.  UNOVA or CMUK is the sole sponsoring or participating employer in each of the CMUK Plan, the CMUK Supplementary Plan and the Lamb Technicon section of the UPF (as defined in

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Section 5.11).  For purposes of this paragraph, “Pension Arrangement” means any occupational pension scheme or personal pension scheme as either expression is defined in Section 1 of the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ or any other agreement or arrangement providing a pension or lump sum on death or retirement.  The U.K. Pension Plans are the only Pension Arrangement applicable to the U.K. Employees apart from statutory plans.  Each of the U.K. Pension Plans is approved as an exempt approved scheme within the meaning of Chapter I of Part XIV of the Income and Corporation Taxes ▇▇▇ ▇▇▇▇.  To the knowledge of the Selling Entities, there is no ongoing claim or dispute relating to the entitlement of any of the U.K. Employees under any of the U.K. Pension Plans, other than routine and undisputed claims for benefits.  All contributions which have become due and payable to the U.K. Pension Plans in respect of the Employees have been paid.  Only CMUK is a participating employer in the CMUK Plan and the CMUK Supplementary Plan.  No amendment to any of the U.K. Pension Plans shall be made prior to Closing, unless the Purchasing Entities have first approved it, which approval will not be unreasonably withheld.

(g)                                 Employment Contracts

Set forth on Schedule 3.13(g) is a list of all contracts between any of the Selling Entities in respect of the Business or any Transferred Subsidiary and any of the Employees, excluding contracts created by operation of law.  UNOVA has furnished or made available to Purchaser copies of all such contracts.

3.14                        Pending or Threatened Claims, Litigation and Governmental Proceedings

Set forth on Schedule 3.14 is a list and description of every complaint, suit, action, arbitration or regulatory, administrative or governmental proceeding or investigation or any other proceeding or investigation which is pending or, to the knowledge of the Selling Entities, threatened in writing against any of the Transferred Subsidiaries or Selling Entities in respect of the Business.  No investigation, suit, action or other judicial or governmental proceeding is pending or, to the knowledge of the Selling Entities, threatened before any court or Governmental Body which may result in the restraint or prohibition of, or the obtaining of substantial damages in connection with, this Agreement or the consummation of the transactions provided for in this Agreement.

3.15                        Judgments, Orders and Consent Decrees

Except as set forth on Schedule 3.15, none of the Transferred Subsidiaries or Selling Entities in respect of the Business is subject to any judgment, order or decree of, or agreement with, a Governmental Body that involves the transactions contemplated herein or that would have a material adverse effect on the Business; and no such proceeding is pending or, to the knowledge of the Selling Entities, threatened against any of the Transferred Subsidiaries or the Selling Entities in respect of the Business.

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3.16                        Compliance With Laws

Except as otherwise disclosed on Schedule 3.16, to the knowledge of the Selling Entities, the Business has been conducted and is in compliance with, and the Purchased Assets are in compliance with, all applicable Laws.

3.17                        Franchises, Permits, Etc.

Except as otherwise disclosed on Schedule 3.17, the applicable Selling Entity or Transferred Subsidiary has obtained and is in compliance in all material respects with all terms and conditions of all governmental and business franchises, permits, licenses and other authorizations that are necessary for it to conduct the Business as and where it is now conducted.

3.18                        Taxes

Except as otherwise disclosed on Schedule 3.18 , each of the Selling Entities and the Transferred Subsidiaries, and any affiliated group within the meaning of Section 1504 of the Code (or comparable provision of state, provincial, local or foreign Law) (“Affiliated Group”) of which each such Selling Entity or Transferred Subsidiary is or has been a member (but only for the taxable period during which the Selling Entity or Transferred Subsidiary has been a member thereof), (i) has filed or caused to be filed all material federal, state, provincial, local and foreign Tax returns, reports, statements or other documentation (“Tax Returns”) required to be filed by it with a Tax authority under applicable federal, state, provincial, local or foreign Law, and (ii) has timely paid or caused to be paid in full by the due date thereof all Taxes shown to be due thereon.  All such Tax Returns were at the time they were filed true, complete and correct in all material respects.  There are no Liens for Taxes on any of the Purchased Assets or the property or assets of the Transferred Subsidiaries, except for Permitted Liens.  All deficiencies asserted or assessments made by any Tax authority against each of the Selling Entities and the Transferred Subsidiaries, and any Affiliated Group of which each such Selling Entity or Transferred Subsidiary is or has been a member (but only for the taxable period during which the Selling Entity or Transferred Subsidiary has been a member thereof), have been fully paid, and there are no audits, investigations or examinations by any Tax authority with respect to Taxes relating to the Business or the Transferred Subsidiaries in progress, pending or, to the knowledge of the applicable Selling Entity, threatened.  Each of the Transferred Subsidiaries has established adequate reserves on its books and records in accordance with GAAP for all Taxes not yet due and payable.  For purposes of this Agreement, the term “Taxes” means all domestic or foreign federal, state and local taxes of any kind, including without limitation, income, capital gains, gross receipts, franchise, employment, sales, use, license, property or withholding taxes, together with all interest, penalties and additions imposed with respect to such amounts.  Notwithstanding the foregoing, each of the Selling Entities and the Transferred Subsidiaries expressly disclaims any representation or warranty with respect to the amount, usability or availability of any net operating loss carryforward or other Tax attributes of the Transferred Subsidiaries.  There are no Tax sharing agreements between the

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Transferred Subsidiaries on the one hand and the Selling Entities (or any other party) on the other hand.  The Transferred Subsidiaries are not and have not been a member of any affiliated, consolidated, combined or unitary group of corporations that filed or was required to file an affiliated, consolidated, combined or unitary Tax Return or has any Liability for the Taxes of any person (other than an affiliated, consolidated, combined or unitary return of which UNOVA is the parent) under Treasury Regulation Section 1.1502-6 or any analogous or similar provision of law.  UNOVA Canada is and New Intermec Canada will be duly registered under subdivision (d) of Division I of Part IX of the ETA with respect to the GST and its GST registration number will be provided to UNOVA prior to the Transfer Date, and the Purchased Assets being sold by UNOVA Canada constitute all or substantially all of the assets and property owned and primarily used by UNOVA Canada or its successor in respect of its operations and business.

3.19                        Required Consents

Set forth on Schedule 3.19 is a list and description of any material consent, approval or authorization of, or exemption by, or filing with, any Governmental Body or Person that is required in connection with the execution, delivery and performance of this Agreement and the Related Agreements by the Selling Entities or required to be obtained by the Transferred Subsidiaries.

3.20                        No Breach of Statute or Contract

Neither the execution and delivery of this Agreement, nor compliance with the terms and provisions hereof by each of the Selling Entities will breach or violate any applicable Law other than as explicitly referred to in this Agreement or any Contract or other material instrument to which it, or Transferred Subsidiary, is a party or by which any of its, or Transferred Subsidiaries’, properties, rights or assets are bound, except as would not have a material adverse effect on the Business.

3.21                        Insurance and Banking

(a)                                  Insurance Policies

Set forth on Schedule 3.21(a) is a list of all insurance policies (including the terms of any self-insurance programs) and bonds (excluding instruments referred to in Section 3.8(j)) in force for the current policy year, with respect to the Business and the employees of the Transferred Subsidiaries and Selling Entities in respect of the Business.  The Transferred Subsidiaries and Selling Entities have, with respect to the Business, maintained adequate insurance protection against all liabilities against which it is customary for corporations engaged in the same or a similar business similarly situated to insure.

(b)                                  Bank Accounts

Set forth on Schedule 3.21(b) is a list of the names and locations of all banks or similar financial institutions in which any of the Transferred Subsidiaries in respect of the

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Business maintains an account, the account numbers and the names of all persons authorized to sign checks, drafts or other instruments drawn thereon.

3.22                        Broker’s or Finder’s Fees

Except for McDonald Investments, Inc. (“McDonald”), no Person other than UNOVA and its Affiliates (and their respective directors, officers and employees) has arranged, or participated in arranging, on behalf of the Selling Entities or Transferred Subsidiaries, the transactions provided for in this Agreement.  Except for certain fees to McDonald (which will be the responsibility of the Selling Entities), there are no broker’s or finder’s fees to be paid by any of the Selling Entities in connection with the transactions provided for in this Agreement.  None of the Selling Entities has any knowledge of, and has taken no action that would give rise to, any claim for a broker’s or finder’s fee to be paid by Mainco or Purchaser in connection with the consummation of the transactions provided for in this Agreement.

3.23                        Duty of the Selling Entities to Make Inquiry

To the extent that any of the representations and warranties made by the Selling Entities in this Agreement are qualified by the knowledge or belief of the Selling Entities, such knowledge or belief shall refer solely to the knowledge and belief, after reasonable investigation, of the employees of the Selling Entities and the Cincinnati Lamb Group listed on Schedule 3.23, which Schedule includes all members of the management of UNOVA responsible for the Cincinnati Lamb Group.

3.24                        Affiliate Arrangements

In each case with respect to the Business, except as otherwise disclosed in the Schedules to this Agreement, the Selling Entities or Transferred Subsidiaries are not a party to any loans, guarantees, Contracts, transactions, understandings or other arrangements, whether written or oral, of any nature, with any of the present or former Affiliates, shareholders, directors or officers of the Selling Entities or Transferred Subsidiaries (“Affiliate Arrangements”), including without limitation any Affiliate Arrangement under which any Selling Entity or Transferred Subsidiary (a) leases any real or personal property (either to or from such Person); (b) is obligated to purchase any tangible or intangible asset from or sell such asset to such Person; (c) purchases products or services from such Person; or (d) pays or receives commissions, rebates or other payments.  None of the present or former Affiliates, shareholders, directors or officers of the Selling Entities or Transferred Subsidiaries or any family member of any such Persons, (i) has been a director, officer, partner, manager or member of, or has had any direct or indirect material interest in, any Person which during the past three years has been a customer or supplier of the Selling Entities or Transferred Subsidiaries or has competed with or been engaged in any business of the kind being conducted by the Selling Entities or Transferred Subsidiaries , or (ii) owns or has any rights in or to any of the Purchased Assets or Transferred Subsidiaries or rights used by the Selling Entities or Transferred Subsidiaries in the conduct of their business.

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3.25                        Assets of Cincinnati Lamb Group

Pursuant to the transactions contemplated by this Agreement, including but not limited to the transfers of the Purchased Assets, Assumed Liabilities, R&B Shares, CM Korea Shares and the UII Shares, Purchaser will as of the Transfer Date receive all assets used in the Business other than (a) the Excluded Assets, and (b) any contracts, agreements, franchises, licenses, approvals, permits or other authorizations that are not transferable by their terms or as a matter of Law.

3.26                        No Knowledge of Other Liabilities; No Other Representations

(a)                                  No Knowledge of Other Liabilities

None of the Selling Entities is aware of any liabilities of the Cincinnati Lamb Group other than those debts, liabilities or obligations that are (i) disclosed in this Agreement, (ii) not required to be disclosed in this Agreement, or (iii) the Excluded Liabilities.

(b)                                  Disclaimer of Other Representations and Warranties

Except for the representations and warranties expressly made by the Selling Entities in this Agreement (including the Exhibits and Schedules), none of the Selling Entities or any other person makes any express or implied representation or warranty concerning the Business on behalf of the Selling Entities.  Without limiting the generality of the foregoing, and notwithstanding any otherwise express representations and warranties made in this Article 3, the Selling Entities and Transferred Subsidiaries make no representation or warranty to Mainco or Purchaser with respect to (a) any projections, estimates or budgets delivered to or made available to Mainco or Purchaser of future revenues, expenses or expenditures or future results of operations or (b) except as expressly covered by a representation and warranty contained in this Article 3, any other information or documents (financial or otherwise) made available to Mainco or Purchaser or their counsel, accountants or advisers with respect to the Business.  The representations and the warranties of the Selling Entities contained in this Agreement do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements and information contained herein or therein not misleading.

3.27                        Competition Act (Canada)

The value of the Canadian assets to be sold pursuant to this Agreement is not now and at the time of Closing will not exceed $50,000,000 (Cdn.) as determined in accordance with the Competition Act (Canada).  Accordingly, the proposed transaction does not now and will not at the time of Closing exceed the pre-merger notification threshold under the Competition Act (Canada).

(Article 4 follows)

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ARTICLE 4.
Representations and Warranties of Mainco and Purchaser

Mainco and Purchaser each represents and warrants to the Selling Entities as follows:

4.1                               Corporate Matters

(a)                                  Due Organization

Purchaser is a limited liability company duly organized, validly existing and in good standing under the Laws of Delaware .  Mainco is a corporation duly organized, validly existing and in good standing under the Laws of Delaware of which Mo Meidar is a shareholder.  As of the Transfer Date, each of the Purchaser Subsidiaries will be a corporation or limited liability company duly organized, validly existing and in good standing under the Laws of its jurisdiction of formation and will be a wholly-owned subsidiary of Purchaser.  Each of the Purchaser and Mainco is, and as of the Transfer Date each of the Purchaser Subsidiaries will be, qualified to do business and in good standing as a foreign corporation or foreign limited liability company in each jurisdiction in which the failure to be so qualified would have a material adverse effect.

(b)                                  Corporate Power and Authority to Enter Into Agreement

Each of Mainco and Purchaser has, and as of the Transfer Date each of the Asset Purchasing Entities will have, the corporate power and authority to enter into this Agreement and to consummate the transactions provided for in this Agreement.

(c)                                  Due Execution and Enforceability

The execution, delivery and performance by and on behalf of each of Mainco and Purchaser of this Agreement and the Related Agreements to which it is a party have been duly and validly authorized and approved by all necessary corporate or limited liability company action, and no other corporate action is necessary or required to authorize it to execute this Agreement and such Related Agreements and to perform its obligations under this Agreement and such Related Agreements.  As of the Transfer Date, the execution, delivery and performance by and on behalf of each Asset Purchasing Entity of this Agreement and the Related Agreements to which it is a party will have been duly and validly authorized and approved by all necessary corporate or limited liability company action, and no other corporate or limited liability company action will be necessary or required to authorize it to execute this Agreement and such Related Agreements and to perform its obligations under this Agreement and such Related Agreements.  This Agreement and such Related Agreements constitute the valid and legally binding obligations of each of Mainco and Purchaser, and as of the Transfer Date will constitute the valid and legally binding obligations of each of the Purchaser Subsidiaries, enforceable against each of them in accordance with its terms, except to the extent the same may be limited by bankruptcy,

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insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by general equitable principles.

(d)                                  No Conflict

With respect to each of Mainco and Purchaser, the execution and delivery of this Agreement and the Related Agreements to which such Person is a party do not, and the consummation by it of any of the transactions contemplated hereby or thereby will not, and with respect to each of the Purchaser Subsidiaries as of the Transfer Date, the execution and delivery of this Agreement and the Related Agreements to which such Person is a party will not, and the consummation by it of any of the transactions contemplated hereby or thereby will not:

(i) conflict with or violate its articles of incorporation, bylaws or other constituent documents;

(ii) violate any applicable Law of any Governmental Body; or

(iii) violate, conflict with, result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under any contract or judgment to which it is a party or by which it is bound, except as would not be reasonably likely to result have a material adverse effect on Mainco and the Purchaser.

4.2                               Required Consents

Set forth on Schedule 4.2 is a list and description of any material consent, approval or authorization of, or exemption by, or filing with, any Governmental Body or Person that is required in connection with the execution, delivery and performance of this Agreement and the Related Agreements by the Purchasing Entities, except for governmental and business franchises, permits, reports, licenses and other authorizations necessary to conduct the Business on the Transfer Date.  The acquisition of the Purchased Assets from UNOVA Canada by the Purchaser or another Asset Purchasing Entity contemplated by this Agreement is subject to notification, and not review, under the Investment Canada Act (Canada).

4.3                               Claims, Litigation and Governmental Proceedings

No investigation, suit, action or other judicial or governmental proceeding is pending or, to the knowledge of Mainco and Purchaser, threatened before any court or Governmental Body which is likely to result in the restraint or prohibition of, or the obtaining of substantial damages in connection with, this Agreement or the consummation of the transactions provided for in this Agreement.

4.4                               Broker’s or Finder’s Fees

No person or firm other than Mainco and its Affiliates (and their respective directors, officers and employees), has arranged, or participated in arranging, on behalf of Mainco and

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Purchaser or their Affiliates, the transactions provided for in this Agreement.  There are no broker’s or finder’s fees to be paid by Mainco or Purchaser or their Affiliates in connection with the transactions provided for in this Agreement.  Neither Mainco, Purchaser nor any of their Affiliates has any knowledge of, and has taken no action which would give rise to, any claim for a broker’s or finder’s fee to be paid by any of the Selling Entities or Transferred Subsidiaries in connection with the consummation of the transactions provided for in this Agreement.

4.5                               Subsidiaries

Purchaser does not presently own or control, directly or indirectly, any interest in any other corporation, association or other business entity except as set forth in Schedule 4.5.  Purchaser is not a participant in any joint venture, partnership or similar arrangement with any Person other than its senior lender.

4.6                               Solvency

On and after the Transfer Date, Purchaser and each of the other Asset Purchasing Entities will have adequate funds on hand, from its working capital or currently available credit facilities, to pay the Purchase Price (including the Secured Note) and to operate the Business and to pay, perform and discharge the Assumed Liabilities as they become due and payable.  The Purchaser is not insolvent, and neither the Purchaser nor any other Asset Purchasing Entity will be rendered insolvent by the transactions contemplated by this Agreement.

4.7                               Sources of Financing

Set forth on Schedule 4.7 is a description of all sources of financing that Purchaser and the other Asset Purchasing Entities will have available to pay the Purchase Price and to perform the Assumed Liabilities as they become due.

4.8                               WTO Investor

Purchaser represents that it, as well as any Asset Purchasing Entity purchasing Purchased Assets or assuming Assumed Liabilities of UNOVA Canada hereunder, is a WTO investor for purposes of the Investment Canada Act (Canada).

4.9                               Ultimate Parent Entity

Each of Mainco and Purchaser acknowledges on behalf of itself and the Asset Purchasing Entities that (a) ▇▇▇▇▇ ▇▇▇▇▇▇ is the ultimate parent entity of each such entity for purposes of the HSR Act (as defined in Section 5.6(a)), and (b) that ▇▇▇▇▇ ▇▇▇▇▇▇ does not meet any Size-of-Party threshold under Section (a)(2)(B)(ii) of the HSR Act.

(Article 5 follows)

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ARTICLE 5.
Certain Covenants Pending the Closing

5.1                               Full Access

Mainco, Purchaser and the other Asset Purchasing Entities and their authorized representatives shall have reasonable access during normal business hours and upon reasonable advance notice, but without unreasonably interrupting business, to all the premises and to all books of account, records and properties of the Cincinnati Lamb Group, including without limitation those relative to (a) the December Financials and (b) the customers and suppliers to the Business; provided, however, that Mainco, Purchaser and the other Asset Purchasing Entities and their representatives agree that such access and disclosure will not be permitted if it would (i) violate the terms of any agreement by which any member of the Cincinnati Lamb Group or its Affiliates is bound or any applicable Law, or (ii) cause competitive harm to any member of the Cincinnati Lamb Group or any of their Affiliates if the transactions contemplated by this Agreement are not consummated.  Subject to the foregoing limitations and the requirements of this Agreement, including but not limited to Section 5.6, UNOVA shall furnish or cause to be furnished to Purchaser and the other Asset Purchasing Entities and their authorized representatives all information with respect to the Business as Purchaser and the other Asset Purchasing Entities may reasonably request.

5.2                               Carry On In Regular Course

The Selling Entities shall (and shall cause the Transferred Subsidiaries to) carry on the Business in the ordinary course and consistent with past practices in all material respects, except to the extent of any actions taken with the consent of Purchaser, and except as required by the provisions of this Agreement.

5.3                               Sales Orders

The Selling Entities shall not (and shall not permit the Transferred Subsidiaries to), without the prior consent of Purchaser, which consent shall not be unreasonably withheld or delayed, enter into any sales order, sales contract, change order, final bid or binding sales proposal relating to the Business (“Sales Order”) other than (i) Sales Orders entered into in the ordinary course of business not in excess of $1,000,000 and which are not knowingly or intentionally bid at an anticipated loss, or (ii) any Sales Orders that are substantially in accord with a bid or sales proposal set forth on Schedule 3.8(a).  If any Sales Order would require approval under the UNOVA Approval policy, the Selling Entities shall not (and shall not permit the Transferred Subsidiaries to), without the prior consent of Purchaser, which consent shall not be unreasonably withheld or delayed, enter into any such Sales Order, except as may be consistent with the ordinary course of business and past practice.

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5.4                               Capital Expenditures

The Selling Entities shall not (and shall not permit the Transferred Subsidiaries to), without the prior consent of Purchaser, which consent shall not be unreasonably withheld or delayed, make any capital expenditures relating to the Business unless such expenditure is made pursuant to a purchase order set forth on Schedule 3.8(b) or is less than $100,000.

5.5                               No Increase in Compensation or Benefits

The Selling Entities shall not (and shall not permit the Transferred Subsidiaries to), without the prior consent of Purchaser, which consent shall not be unreasonably withheld or delayed, (i) hire or employ any new salaried personnel of the Business (other than replacements), (ii) grant any increase in the rates of pay of any Employee (other than routine increases granted in the ordinary course of business consistent with past practice), or (iii) by means of any new or existing compensation or employee benefit plan increase the compensation or amount or level of benefits of any Employee, other than, in each case, any Employee whom the Parties agree will not be a Continuing Employee.

5.6                               Consents

The Parties, in cooperation and after consultation and mutual agreement, shall take all reasonable action (without payment of any penalty or fee) required to obtain all consents, approvals and agreements of, and to give all notices and make all filings with, any third parties, including Governmental Bodies, necessary to authorize, approve or permit the transfer to Purchaser of the Purchased Assets, the Shares and the Assumed Liabilities as provided for in this Agreement.  Without limiting the foregoing, the parties will undertake the following promptly following the Agreement Date:

(a)                                  HSR Act

If applicable, UNOVA and Purchaser shall promptly file the Pre-merger Notification and Report Form (“HSR Filing”) required by the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”) in connection with the transactions contemplated hereby, and shall promptly respond to any requests for information.  In connection with the efforts referenced herein, each of the Purchasing Entities on the one hand, and each of the Selling Entities on the other hand, shall (i) use its reasonable best efforts to cooperate in all respects with the other Parties hereto in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, regarding the transactions contemplated hereby, (ii) keep the other Parties, including their counsel, as the case may be, informed of any material communication by or to such party or its counsel from or to the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other Governmental Body and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby, (iii) permit the other Parties and their legal counsel to review, consult with each other in advance of and consider in good faith the views of the other in connection with any correspondence, filings

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or communications given by it to, or between it and, the FTC, the DOJ or any other Governmental Body or in connection with any proceeding by a private party, regarding the transactions contemplated hereby, and (iv) permit the other Parties and their legal counsel to attend and participate in, any meeting or conference with, the FTC, the DOJ or any such other Governmental Body or, in connection with any proceeding by a private party, with any other Person, regarding the transactions contemplated hereby.

(b)                                  German Merger Control

If applicable, the parties shall promptly make the appropriate request with the German Federal Cartel Office for approval of the transactions contemplated by this Agreement, including in particular the transfer of the Purchased Assets and Assumed Liabilities relative to Honsberg.

(c)                                  Korean Reports

To the extent applicable, the parties shall promptly submit the appropriate reports in Korea under the Foreign Investment Promotion Law and the Monopoly Regulation and Fair Trade Law, including in particular the transfer of the CM Korea Shares.

5.7                               Conditions Precedent

The Parties shall use all reasonable efforts to assure that the conditions precedent set forth in Articles 6 and 7 are satisfied or waived on or prior to March 31, 2005, to the extent that satisfaction of such conditions precedent is within their reasonable control.

5.8                               Environmental Survey

(a)                                  Phase I and Phase II

UNOVA shall perform, at its expense, a Phase I environmental assessment (the “Phase I”) on all parcels of Owned Real Property and with respect to Honsberg’s leased factory in Remscheid, Germany, and, if warranted based on the recommendation of the Consultant based on the results of the Phase I an additional limited subsurface assessment (the “Phase II”) of such areas of the Real Property warranting such further assessment, as the Parties shall in detail and in good faith reasonably agree, provided that the Phase I (and the Phase II, if applicable) shall be conducted by an independent environmental consultant (the “Consultant”) selected by UNOVA and reasonably acceptable to Purchaser (which acceptance shall not be unreasonably withheld or delayed) and in a reasonable manner, during normal business hours, and in such a way as to minimize the disruption to the Business; provided, further, that no Phase II assessment shall take place with respect to any matter reflected, disclosed or described on Schedule 3.6(d) for which UNOVA bears or would bear responsibility under Section 1.7(e).  UNOVA shall use reasonable efforts to cause the Phase I assessments to be completed at least six days prior to the Transfer Date, and to cause any required Phase II assessments to be completed within 120 days following the Transfer Date.  It is understood and agreed that if the parties agree that if the result of the

45

Phase II assessment is that the Consultant recommends further investigation, UNOVA shall perform, at its sole expense, such further subsurface investigation as recommended by the Consultant or as otherwise agreed by the parties, and the results of such further investigation shall be included in the final Environmental Report (as defined below) for that parcel of Real Property.  The conclusions of the Consultant based on the Phase I (and the Phase II, if applicable) shall be reflected in a report prepared by the Consultant and delivered to UNOVA, a copy of which UNOVA shall promptly furnish to Purchaser (the “Environmental Report”), together with the appropriate Consultant’s reliance letter entitling Purchaser to rely on the Environmental Report.  Consultant shall prepare a separate Environmental Report for each Owned Real Property.  The purpose of the Environmental Report is to provide evidence of the condition of such Real Property prior to the Transfer Date.  UNOVA shall provide to Purchaser and the Consultant reasonable access to all material non-privileged (in the sense of attorney-client privilege) documentation and information in its possession relative to the environmental condition of the Real Property.

(b)                                  Environmental Response Plan

To the extent the Environmental Report identifies any physical condition at, on or under the Real Property that gives Purchaser a reasonable basis to suspect the presence of Hazardous Substances at levels or in quantities likely to give rise to an obligation to report a release under Environmental Law or to conduct a removal or remedial action under any applicable Environmental Law in effect as of the Transfer Date or to require under applicable Environmental Law a material upgrade or improvement to any treatment facilities associated with permitted air and water discharge points, the Parties shall agree in good faith upon an appropriate removal or remedial procedure at the cost of UNOVA (the “Environmental Response Plan”), which Environmental Response Plan may involve further subsurface assessments, provided, however, that UNOVA, in its sole discretion, after consultation with Purchaser, may make whatever notifications of Governmental Bodies it believes are required by Environmental Law with respect to any condition discovered before the Transfer Date, and Purchaser, in its sole discretion, after consultation with UNOVA, may make whatever notifications of Governmental Bodies it believes are required by Environmental Law after the Transfer Date.  If Purchaser and UNOVA fail to agree upon an Environmental Response Plan within 60 days of the issuance of the Environmental Report, the parties shall attempt in good faith to resolve any disputes for a period of at least 30 days.  If at the end of such 30-day period no resolution is achieved, Purchaser and UNOVA shall jointly select another environmental consultant who shall resolve such dispute, which resolution shall be final and binding on the Parties.  There shall be no precondition to any remedy included in the Environmental Response Plan prepared pursuant to this Agreement.  Selection of the remedy shall be based upon the recommendations of the Consultant and current best available techniques and technologies which are currently employed in remedial projects of a similar nature.  UNOVA shall use its reasonable best efforts to ensure that any action necessary to implement the Environmental Response Plan will be performed with minimal disruption to the Business.  Purchaser or subsequent owners of the Owned Real Property will cooperate with all reasonable filing, petitions, or other legal proceedings necessary to execute any actions pursuant to the Environmental Response Plan.

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(c)                                  Restrictions on Post-Closing Testing

Purchaser agrees that, except for any required remediation or removal activities of Hazardous Substances arising from the operation of the Business following the Transfer Date, for a period of three years after the Transfer Date Purchaser will not, and Purchaser will cause its Affiliates and its and its Affiliates’ respective acquirors or successors in interest (including any acquirors of real property used in the Business) to not, conduct any “Subsurface Environmental Investigation” (as defined below) unless (i) required to do so by a Governmental Body, (ii) Purchaser has, based on actual observation of physical conditions or documentary evidence, a reasonable basis to believe that there are Hazardous Substances attributable to the operation of the Business prior to the Transfer Date at levels or in quantities reasonably likely to give rise to an obligation to report a release under Environmental Law or to conduct a removal or remedial action under any applicable Environmental Law, (iii) during any expansion, renovation or addition to a facility of the Business, undertaken in the ordinary course, Purchaser discovers the presence of Hazardous Substances attributable to the operation of the Business prior to the Transfer Date at levels or quantities that are reasonably likely to give rise to an obligation to report a release or to conduct a removal or remedial action under any Environmental Law as in effect at the Transfer Date, (iv) in response to a discharge or release of a Hazardous Substance following the Transfer Date to the extent required by Environmental Law, or (v) reasonable suspicion of the presence of Hazardous Substances exists as the result of a Phase I or Phase II environmental assessment conducted by a subsequent purchaser or potential purchaser of the subject property.  “Subsurface Environmental Investigation” shall mean any qualitative environmental analysis of the subsurface environment at or under Real Property to detect the presence of Hazardous Substances, including any testing or analysis of the soil, the subsurface geology, any known or suspected subsurface vessel or structure, or any groundwater, whether in a perched or deep aquifer.

5.9                               Nondisclosure by Purchaser

Each of Mainco and Purchaser shall hold in confidence, and shall use all reasonable efforts to cause its representatives and its Affiliates to hold in confidence, between the Agreement Date and the Transfer Date, any and all confidential or secret information in respect of the Business furnished to it, its representatives or its Affiliates by any of the Selling Entities in connection with this Agreement and not to disclose or publish such information without the prior written consent of UNOVA.  In the event that this Agreement is terminated and the transactions provided for in this Agreement are abandoned as contemplated by Section 10.1, the terms of that certain Confidentiality Agreement, dated May 25, 2004, between MTN Capital Partners (“MTN”), a predecessor of Mainco, and UNOVA (the “Confidentiality Agreement”), shall remain in full force and effect, and Mainco and Purchaser confirm that they will comply with MTN’s obligations thereunder as if it were substituted for Mainco as a party thereto.

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5.10                        Status of Purchaser’s Financing

Mainco and Purchaser shall at all times keep the Selling Entities fully informed regarding the status of the financing Purchaser is arranging in connection with this Agreement.

5.11                        Reorganization of U.K. Pension Plans

UNOVA UK will use reasonable endeavors to establish prior to the Transfer Date (and if UNOVA UK has not done so by the Transfer Date, the Purchasing Entity which immediately after Closing becomes the employer of the Employees of the Lamb U.K. division shall cause to be established as soon as practicable after the Transfer Date and, in any event, within 2 months after the Transfer Date) an “occupational pension scheme” as defined in Section 1 of the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ which is capable of approval as an “exempt approved scheme” for the purposes of Chapter I of part XIV of the Income and Corporation Taxes Act of 1988 (the “CMUK DC Plan”) which Employees of the Lamb U.K. division as at the Transfer Date are able to join for future pension benefits and life insurance benefits on the same terms and with the same contribution and benefit structure as apply in respect of them as of the Agreement Date in the Lamb U.K. defined contribution section of the UNOVA Pension Fund (“UPF”), and the Purchaser shall ensure that such Employees are invited prior to or within 2 months after the Transfer Date to join the CMUK DC Plan with effect from a date no later than the Transfer Date.  The relevant Purchasing Entity shall procure that within 3 months after the Transfer Date each such Employee who joins the CMUK DC Plan with effect from a date no later than the Transfer Date is invited to transfer all their accrued benefits in the UPF to the CMUK DC Plan and that the deadline for such invitation to be accepted is at least one month, but no more than 2 months, after the date of issue of the invitation.  The terms of the invitation to transfer will be that the funds to be transferred from the UPF in respect of an Employee will be the value of that Employee’s defined contribution account held in the UPF at the time the transfer is made and that the full amount received by the CMUK DC Plan in respect of that Employee will be allocated to that Employee’s defined contribution account under the CMUK DC Plan so that no charges, commissions or expenses are charged against the amount allocated.  The terms of the invitation to transfer will also require the CMUK DC Plan to provide guaranteed minimum pensions of the same amounts as those payable under the UPF, together with the increases in such pensions provided by the relevant Governmental Body which will be lost on transfer, in respect of the Employees who accept the invitation.  With respect to any Employee who accepts this invitation to transfer, the relevant Purchasing Entity shall cause the trustees of the CMUK DC Plan to accept the transfer on these terms and shall ensure that the transfer is made as soon as practicable after the deadline for acceptance of the invitation and, in any event, within 14 days after any regulatory requirements and consents necessary for the transfer have been met or obtained (which requirements and consents the relevant Purchasing Entity shall use its best efforts to ensure are met or obtained as soon as possible).  Neither Purchaser nor any of its Affiliates shall take any action or assist any other person in any manner which would result in the UPF having to pay a larger amount to the CMUK DC Plan in respect of any such Employee than the amount contemplated above.

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The parties acknowledge that UNOVA UK and CMUK are working to put arrangements in place so that the plan setup and transfer referred to above and merger of the CMUK Supplementary Plan into the CMUK Plan (as both expressions are defined in Section 8.4(b)(v)) are completed before the Transfer Date and the parties agree that UNOVA UK and CMUK are permitted to continue this process after the Agreement Date.  The parties recognize and agree that the CMUK DC Plan will have to be a contracted-out plan for at least one day to enable the transfers contemplated by this Section 5.11 to take place.

5.12                        Purchaser Subsidiaries

The Parties acknowledge that, as of the date of this Agreement, the Purchaser has not yet formed any of the Purchaser Subsidiaries.  Each of Purchaser and Mainco hereby agree to take all steps reasonably necessary to (a) form the Purchaser Subsidiaries as soon as possible or, with respect to Germany, acquire a shelf company, (b) make the Purchaser Subsidiaries parties to this Agreement, including providing for representations, warranties, covenants and agreements equivalent to those made by the other Purchasing Entities under this Agreement, and (c) obtain all franchises, licenses, approvals, permits and other authorizations necessary to enable the Purchaser Subsidiaries to consummate the purchase of the Purchased Assets and the assumption of the Assumed Liabilities as contemplated by this Agreement.

5.13                        Planning Act (Ontario)

The provisions of this Agreement relating to the purchase and sale of Owned Real Property in Ontario are entered into subject to the express condition that they are to be effective only if the subdivision control provisions of the Planning Act (Ontario) are complied with.  The Selling Entities covenant to proceed diligently at their own expense to obtain any necessary consent by Closing.

5.14                        Electronic Registration of Owned Real Property

If electronic registration (the “E-Reg”) is mandatory in the Land Titles Office in which the Owned Real Property located in Ontario is registered, the following provisions shall prevail, namely:

(a)                                  the Purchasing Entities’ solicitor and the Selling Entities’ solicitor shall each be obliged to be authorized E-Reg users and in good standing with the Law Society of Upper Canada, and are hereby authorized by the parties hereto to enter into a document registration agreement in the form adopted by the Joint LSUC-CBAO Committee on Electronic Registration of Title Documents on April 15, 2002 or any replacement thereof (hereinafter referred to as the “DRA”), establishing the procedures and timing for completing this transaction, which DRA shall be exchanged between the Selling Entities’ solicitor and the Purchasing Entities’ solicitor no later than ten (10) days before the Transfer Date;

(b)                                 the delivery and exchange of all closing deliveries hereunder and the release thereof to the parties hereto shall be governed by the DRA, pursuant to which the solicitor

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receiving any closing deliveries will be required to hold same in escrow, and will not be entitled to release same except in strict accordance with the provisions of the DRA;

(c)                                  it is expressly understood and agreed by the parties hereto that an effective tender shall be deemed to have been made by either party (the “Tendering Party”) upon the other party (the “Receiving Party”) when the solicitor for the Tendering Party has completed, in addition to all other requirements to effect a valid tender in accordance with the provisions of this Agreement and the DRA, all steps required by E-Reg in order to complete this transaction that can be performed or undertaken by the Tendering Party’s solicitor without the cooperation or participation of the Receiving Party’s solicitor, and specifically when the Tendering Party’s solicitor has, wherever possible, electronically “signed” the Transfer/Deed of Land and all other instruments to be registered against title to the Property on the Transfer Date for completeness and granted “access” to the Receiving Party’s solicitor.

(Article 6 follows)

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ARTICLE 6.
Conditions Precedent to the Obligations of the Purchasing Entities to Close

Each and every obligation of the Purchasing Entities to be performed at Closing shall be subject to the satisfaction of the following conditions:

6.1                               Representations and Warranties True

The representations and warranties made by the Selling Entities in this Agreement shall be true and correct in all respects on the Transfer Date as if made again and reaffirmed on such date, except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to have or result in, individually or in the aggregate, a material adverse effect on the Business; provided, however, that the Selling Entities shall have the right to update the Schedules to this Agreement for matters occurring in the ordinary course of the Business, so long as the items disclosed on the updated Schedules do not constitute a material adverse effect on the Business.

6.2                               Compliance With Agreement

The Selling Entities shall have performed and complied in all material respects with all of the obligations under this Agreement which are to be performed or complied with by them on or prior to the Transfer Date.

6.3                               No Material Adverse Change; Net Working Capital

There shall have been no material adverse change in the operations of the Business, taken as a whole.  The net working capital of the Selling Entities at the Transfer Date shall not be less than $130,500,000.

6.4                               No Litigation

No investigation, suit, action or other judicial or governmental proceeding shall be pending or threatened before any court or Governmental Body which may result in the restraint or prohibition or the obtaining of substantial damages in connection with this Agreement or the consummation of the transactions provided for in this Agreement, or that may adversely affect the Purchaser’s ability to operate the Business after the Transfer Date.

6.5                               Proceedings and Instruments Satisfactory

All proceedings to be taken by the Selling Entities in connection with the transactions provided for in this Agreement and the Related Agreements, shall be reasonably satisfactory in form and substance to Mainco and Purchaser; and the Selling Entities shall have made

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available to Mainco and Purchaser for examination the originals or copies of all documents which Purchaser may reasonably request in connection with said transactions.

6.6                               Consents and Approvals

The Parties shall have obtained all necessary and material authorizations, consents and approvals required for the valid consummation of the transactions provided for in this Agreement, and each of them shall be in full force and effect.  Without limiting the generality of the foregoing, (i) if applicable, the time period under the HSR Act shall have expired, and no adverse action shall have been threatened or instituted in connection therewith, and (ii) if applicable, the German Federal Cartel Office shall have approved or been deemed to have approved the transactions provided for in this Agreement.

6.7                               Instruments of Transfer

The applicable Selling Entities shall have executed and delivered to Purchaser bills of sale meeting all necessary requirements of United States and foreign Laws (including an in-rem ▇▇▇▇ of sale under German law) and stock assignments sufficient to transfer to the Purchasing Entities the Purchased Assets and the Shares as well as deeds conveying the Owned Real Property to Purchaser, which deeds shall be of the same type as originally used to convey the Owned Real Property to the Selling Entity.  The Selling Entities shall also deliver the following:

(a)                                  A certificate of the Secretary or an Assistant Secretary (or local equivalent) of each of the Selling Entities setting forth a copy of the resolutions duly adopted by their Boards of Directors and stockholders authorizing and approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;

(b)                                 Appropriate instruments authorizing Purchaser to endorse in the name of the Selling Entities all checks, drafts, notes and other instruments for the payment of money and to receive for the account of the Purchasing Entities all proceeds thereof to which the Purchasing Entities are entitled under this Agreement;

(c)                                  A certificate validly executed by a duly authorized officer of the Selling Entities in a form reasonably acceptable to Purchaser for purposes of satisfying Purchaser’s obligations under Treasury Regulation Section 1.1445-2(c)(3);

(d)                                 A transfer agreement relating to assets located in the United Kingdom in form and substance reasonably acceptable to the parties; and

(e)                                  A Safety Standard Certificate for each of the motor vehicles that form part of the Purchased Assets which are located in Ontario.

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6.8                               Resignations and Corporate Records

UNOVA shall have delivered to Purchaser (i) the resignations, effective as of the Transfer Date, of all of the officers and directors of each of the Transferred Subsidiaries (other than those officers and directors, if any, who Purchaser has designated to remain), and (ii) the corporate records of each of the Transferred Subsidiaries, including without limitation its minute book, registrar, stock certificates, files related to its corporate existence, and certified copies of the articles of incorporation and by-laws (or their substantial equivalents), as amended and in effect.

6.9                               Transitional Services Agreement

UIASI shall have executed and delivered to Purchaser agreements in the forms of Exhibit C-1 and Exhibit C-2 (together, the “Transitional Services Agreements”) pursuant to which (i) the Cincinnati Lamb Group shall continue to provide certain services to the ▇▇▇▇▇▇ Grinding division of UIASI and the ▇▇▇▇▇▇ ▇▇▇▇ division of UNOVA UK (whether or not such divisions continue to be owned by UIASI and UNOVA UK, respectively), including without limitation certain payroll services and the continued use of the Lamb business system, and (ii) UNOVA shall provide certain services to the Cincinnati Lamb Group on reasonable terms and conditions as set forth in the Transitional Services Agreements.

6.10                        Title Reports

Prior to the Closing Date, Purchaser shall have obtained, at its expense, a commitment for an owner’s policy of title insurance for the Owned Real Property owned by the Selling Entities, in which the title insurance company issuing the commitment shall agree to insure title to such Owned Real Property by a standard ALTA policy with such endorsements as may be acceptable to Purchaser to insure title to such Owned Real Property, including, without limitation, easements and appurtenances thereto, showing good and marketable title in fee simple to such Owned Real Property to be vested in Purchaser, free and clear of all leases, tenancies, rights or claims on occupancy by others, Contracts, mortgages, Liens and other evidences of indebtedness, except for Permitted Liens or approved by Purchaser.  Purchaser shall notify the Selling Entities of any matters which render the title to any Owned Real Property unsatisfactory to Purchaser.  Nothing herein contained shall be deemed a waiver by Purchaser of any objections or exceptions to, or defects in, the title to any Owned Real Property arising after the date of such commitment and prior to the Transfer Date.  The Selling Entities agree to furnish such indemnities as may be required by the title insurance company and affidavits or such other documents, in each case, as may be required to vest in Purchaser good and marketable title in fee simple to such Owned Real Property, free and clear as described above.

6.11                        Honsberg Sublease

Honsberg and the relevant Purchasing Entity shall have entered into an agreement on terms and conditions satisfactory to the Parties for the sublease (the “Honsberg Sublease”)

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of the real property currently leased by Honsberg in connection with the Business.  The Honsberg Sublease shall be in full force and effect and shall have been consented to by the landlord with respect to the Honsberg property.  Among other terms and conditions the Honsberg Sublease shall contain (a) a covenant by Honsberg, upon the written request and at the expense of the relevant Purchasing Entity, to exercise any available renewal option(s) under the Honsberg master lease, and (b) a covenant by the relevant Purchasing Entity to extend the term of the sublease for the same period covered by any renewal option exercised by Honsberg at the Purchasing Entity’s request.

(Article 7 follows)

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ARTICLE 7.
Conditions Precedent to the Obligations of the Selling Entities to Close

Each and every obligation of the Selling Entities to be performed at Closing shall be subject to the satisfaction of each of the following conditions:

7.1                               Representations and Warranties True

The representations and warranties made by the Purchasing Entities in this Agreement shall be true and correct in all respects on the Transfer Date as if made again and reaffirmed on such date, except where the failure of such representations and warranties to be so true and correct would not have or result in, individually or in the aggregate, a material adverse effect on the Purchasing Entities.

7.2                               Compliance With Agreement

Each of the Purchasing Entities shall have performed and complied in all material respects with all of the obligations under this Agreement which are to be performed or complied with by it on or prior to the Transfer Date.

7.3                               No Litigation

No investigation, suit, action or other judicial or governmental proceeding shall be pending or threatened before any court or Governmental Body which may result in the restraint or prohibition, or the obtaining of substantial damages in connection with this Agreement or the consummation of the transactions provided for in this Agreement.

7.4                               Proceedings and Instruments Satisfactory

All proceedings to be taken by any Purchasing Entity in connection with the transactions provided for in this Agreement, and all related documents, shall be reasonably satisfactory in form and substance to the Selling Entities; and the Purchasing Entities shall have made available to the Selling Entities for examination the originals or copies of all documents which it may reasonably request in connection with said transactions.

7.5                               Consents and Approvals

The Parties shall have obtained all necessary and material authorizations, consents and approvals required for the valid consummation of the transactions provided for in this Agreement, and each of them shall be in full force and effect.  Without limiting the generality of the foregoing, (a) if applicable, the time period under the HSR Act shall have expired, and no adverse action shall have been threatened or instituted in connection therewith, (b) if applicable, the German Federal Cartel Office shall have approved or been deemed to have approved the transactions provided for in this Agreement, and (c) there shall have been received by CMUK deeds irrevocably executed and delivered by the Purchaser and/or

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another Purchasing Entity and the trustees of the relevant plan to substitute Purchaser and/or another Asset Purchasing Entity for CMUK as principal employer of the CMUK Plan, the CMUK Supplementary Plan and the CMUK DC Plan, which deeds shall be in the form set out in Exhibit D in respect of the Cincinnati Machine Pension Plan and in a form reasonably acceptable to the Selling Entities and the Purchaser, but consistent with the principles reflected in the deed set out in Exhibit D, in respect of the CMUK DC Plan and the Cincinnati Machine Supplementary Pension Plan (the “Plan Deeds”).  If the UK Inland Revenue does not approve any of the substitutions referred to in (c) of this Section 7.5, the Purchaser shall procure that a company acceptable to the UK Inland Revenue and the trustees of the relevant plan is made principal employer of that plan with effect from the Transfer Date on materially the same terms as contained in the Plan Deeds.

7.6                               Purchase Price

Mainco shall have delivered to UNOVA the R&B Cash Payment, and Purchaser shall have delivered to UNOVA the following:

(a)                                  The Cash Payment; and

(b)                                 The Secured Note, duly executed by Purchaser.

7.7                               Instruments of Assumption

Purchaser and the other Asset Purchasing Entities shall have executed and delivered to the applicable Selling Entities instruments of assumption sufficient for Purchaser and the other Asset Purchasing Entities to assume the Assumed Liabilities applicable to the Purchased Assets acquired by them respectively.  The Purchasing Entities shall also deliver a certificate of the Secretary or an Assistant Secretary (or local equivalent) of each of such Persons setting forth a copy of the resolutions duly adopted by their Boards of Directors authorizing and approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby

7.8                               Performance Bonds

Each of Purchaser and the other Purchasing Entities shall have substituted its credit (and the credit of the Cincinnati Lamb Group) for the credit of UNOVA or its subsidiaries under any instrument or agreement (the “Performance Bonds”) securing the obligations of the Cincinnati Lamb Group under any of their executory contracts, including without limitation those contracts and agreements set forth on Schedules 3.8(h) and (j), for the face amount of the Performance Bonds in the aggregate amount of $9,000,000 plus the amount of any Performance Bonds related to bid tenders that are not cancelable within 30 days following the Transfer Date (the “Required Performance Bond Amount”); provided, however, that to the extent that such substitution is not feasible on the Transfer Date, Purchaser and the other Purchasing Entities shall have provided backup letters of credit acceptable to UNOVA and the issuers of the applicable Performance Bonds (“Backup L/Cs”) in the aggregate amount of the Required Performance Bond Amount.

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7.9                               Transitional Services Agreements

Purchaser and any other Purchasing Entities who are parties to a Transitional Services Agreement shall have executed and delivered to UIASI the Transitional Services Agreements.

7.10                        Consent of UNOVA’s Lender

UNOVA shall have received the consent of its senior lender to the transactions provided for in this Agreement.

(Article 8 follows)

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ARTICLE 8.
Further Requirements

8.1                               Access to Books and Records

(a)                                  From and after the Agreement Date, the Purchasing Entities and their authorized representatives shall have reasonable access, during normal business hours and upon reasonable notice, to inspect and examine and the right to photocopy all books of account and records of the Selling Entities in respect of the Business or the Transferred Subsidiaries that relate to the affairs and business of the Cincinnati Lamb Group conducted on or prior to the Transfer Date; provided that such inspection, examination and photocopying shall be conducted so as not to unreasonably interfere with the Business.

(b)                                 From and after the Transfer Date, the Selling Entities and their authorized representatives shall have reasonable access, during normal business hours and upon reasonable notice, to inspect and examine and the right to photocopy all books of account and records transferred to the Purchasing Entities pursuant to this Agreement that relate to the affairs and business of the Cincinnati Lamb Group conducted on or prior to the Transfer Date; provided that such inspection, examination and photocopying shall be conducted so as not to unreasonably interfere with the Business.  To the extent that any books and that constitute Excluded Assets pursuant to Section 1.2(h) are commingled with the books and records transferred to the Purchasing Entities hereunder, the Purchasing Entities shall notify the applicable Selling Entities before destroying any of such books and records and shall afford the Selling Entities a reasonable opportunity to photocopy or take possession of the same.

8.2                               Further Instruments and Assurances