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Assumption and Indemnification Agreement

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Title:

Assumption and Indemnification Agreement

Entities:

Metaldyne Corp

Date:

2001

Size:

Preview shows 3KB of 10KB total

Price:

$33

ID:

#1281151

► Legal ► Indemnification ► Assumption & Indemnification Agreements

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<SEQUENCE>3

<FILENAME>0003.txt

<DESCRIPTION>ASSUMPTION AND INDEMNIFICATION AGREEMENT

<TEXT>



<PAGE>



                    ASSUMPTION AND INDEMNIFICATION AGREEMENT



         THIS AGREEMENT is made as of May 1, 1984 between Masco Corporation, a

Delaware corporation ("Masco") and Masco Industries, Inc., a Delaware

corporation ("Industries"), pursuant to that certain Masco Corporation Corporate

Restructuring Plan, dated as of May 1, 1984 (the "Plan").



         WHEREAS, pursuant to the Plan, Masco has transferred to Industries

certain assets, and Industries is required to assume the liabilities pertaining

thereto.



         NOW, THEREFORE, in consideration of such transfer and for other good

and valuable consideration, the parties agree as follows:



         1. Industries hereby agrees to assume, pay, perform, satisfy and

discharge, when due, all of the obligations, liabilities and commitments of

Masco and any of its subsidiaries arising out of or relating to any of the

"Industries Assets" (as defined in the Plan) or any subsidiary directly or

indirectly owned by a corporation included within the Industries Assets, as a

result of any event, transaction, state of facts or occurrence existing or

occurring on or prior to the "Transfer Date" (as defined in the Plan), whether

such obligation, liability or commitment is known or unknown or fixed or

contingent, and whether or not accrued or otherwise in existence at the Transfer

Date. The obligations, liabilities and commitments assumed hereby include,

without limitation, those:



              (i) Of Masco or any of its subsidiaries arising out of or relating

         to the operation of the businesses included within the Industries

         Assets, including all accounts payable incurred by Masco or any of its

         subsidiaries in respect of such businesses and all Federal income taxes

         on income earned by such businesses through April 30, 1984;



              (ii) Of Masco or any of its subsidiaries to their respective

         former employees who become Industries' or its subsidiaries' employees

         as of the Transfer Date, including liabilities for accrued salaries and

         payroll deductions, obligations to employees under collective

         bargaining agreements and obligations under vacation, pension and other

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