Agreement of Sale Between Kirk & Blum Manufacturing Co. And International Paper

EXHIBIT 10.45

AGREEMENT OF SALE

100 PROGRESS PLACE

SPRINGDALE, OH

This AGREEMENT of SALE (" Agreement" ) is dated October 19, 2007 between INTERNATIONAL PAPER COMPANY , a New York corporation (" Seller" ), having an address at 6400 Poplar Avenue, Memphis, TN 38197 and KIRK & BLUM MANUFACTURING COMPANY, an Ohio corporation (" Purchaser" ), having an address at c/o CECO Environmental Corp., 3120 Forrer Street, Cincinnati, OH 45209-1016.

WITNESSETH:

In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Sale and Purchase of Real Property.

Seller agrees to sell and Purchaser agrees to purchase all of the real property (the " Premises" ) consisting of approximately 15.75 acres along with all improvements located thereon, and a 214,000 square foot building and all fixtures therein (the " Building" ), located at 100 Progress Place, Springdale, Ohio, and commonly known as the " former Shorewood Packaging Plant," as more particularly described on Exhibit A attached hereto and made a part hereof, together with Seller' s interest in and to all improvements, rights, privileges, easements appurtenant thereto (the Property and Building referred to collectively as the " Premises" ) and the equipment described on Exhibit 1 (the " Equipment" ).

Except as otherwise set forth herein, the Premises shall be sold to Purchaser subject to the following matters of title (collectively, the " Permitted Exceptions" ):

(a) Such matters disclosed on Purchaser' s title commitment to which Purchaser either does not object or agrees to accept.

2. Purchase Price.

The purchase price for the Premises (the " Purchase Price" ) is the sum of FOUR MILLION THREE HUNDRED THOUSAND and 00/100 DOLLARS ($4,300,000.00), payable by Purchaser to Seller as follows: (a) One Hundred Thousand and 00/100 Dollars ($100,000.00) (the " Earnest Money Deposit" ) by check or wire transfer of immediately available funds to Mercantile Title Agency, Inc. (" Escrow Agent" ) within five (5) days after execution of this Agreement. Escrow Agent shall hold the Earnest Money Deposit in accordance with mutually acceptable escrow instructions.

(b) The balance of the Purchase Price, following Seller' s instructions by wire transfer of immediately available funds to a designated account of Seller (or its designee) upon delivery of the deed on the day of closing of title (the " Closing Date" ).


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No amount paid on account of the Purchase Price shall create a lien on the Premises. 3. Costs and Prorations.

(a) The following shall be apportioned between Seller and Purchaser on and as of the Closing Date: (i) real estate taxes, school taxes, other similar taxes and assessments which are a lien upon the Premises in the year of closing, and prorated to date of possession. If the closing shall occur before the tax rate is fixed for the current year, taxes shall be apportioned on the basis of the tax rate for the preceding tax year applied to the latest assessed valuation. (b) Purchaser shall be responsible for all taxes from and after the Closing imposed upon or levied against or on account of the Premises by any governmental authority, subject to proration pursuant to Article 3(a).

(c) Seller shall be responsible for all taxes prior to the Closing imposed upon or levied against or on account of the Premises by any governmental authority, subject to proration pursuant to Article 3(a).

(d) Purchaser and Seller shall each pay for its own legal fees and disbursements.

(e) Purchaser shall pay any recording charges relating to this transaction, except recording fees incurred so that Seller can convey the Premises and Equipment as required herein, and to release any mortgages or liens on the Premises and Equipment arising prior to Closing. (f) Seller shall pay any real estate transfer taxes or sales taxes due in connection with the transaction. (g) The obligations set forth in this Article shall survive the Closing. 4. Representations.

(a) Except as is herein specifically set forth, Seller has not made, does not make and has not authorized anyone else to make, any representations as to: (i) the existence or non-existence of access to or from the Premises or any portion thereof; (ii) the availability of water, sewer, electrical, gas or other utility services; (iii) the number of acres in the Premises or the square footage of any buildings; (iv) the present or future physical condition or suitability of the Premises for any purpose; (v) the location of the Premises or any portion thereof within any flood plain, flood prone area, or watershed, or the designation of any portion hereof as wetlands; or (vi) any other matter or thing affecting or relating to the Premises or this Agreement.

(b) Except as specifically set forth in this Article, SELLER HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES RELATING TO THE PREMISES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND SUITABILITY FOR PURCHASER' S INTENDED USE. PURCHASER ACKNOWLEDGES AND AGREES THAT PURCHASER SHALL BE SOLELY RESPONSIBLE FOR OBTAINING ALL PERMITS AND LICENSES, IF ANY, REQUIRED BY PURCHASER TO CARRY ON ITS INTENDED OPERATIONS AT THE PREMISES.


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(c) Purchaser shall take the Premises in its " as is" condition on the date hereof, except as otherwise provided in this Agreement.

(d) Purchaser and Seller each hereby represent and warrant to the other that the transaction contemplated by this Agreement has been duly authorized, and the person executing on behalf of each Purchaser and Seller is fully authorized to execute and deliver this Agreement, and cause Purchaser and Seller to undertake the transaction contemplated hereby.

5. Deed Real Property; Equipment.

(a) The deed to be delivered to Purchaser at the Closing shall be a Limited Warranty Deed, or equivalent, and shall be in recordable form, and shall convey good and marketable fee simple title to the Premises to Purchaser, subject only to the Permitted Exceptions. No agreement, representation or warranty of Seller made in this Agreement shall survive delivery of the deed, except as specifically set forth herein.

(b) To the best knowledge of Seller' s representative with due authority to execute this Agreement, all systems necessary for the proper operation of the building (" Building Systems" ) are currently in working order and that the Building Systems will remain in the Building after Closing for the benefit of Purchaser. This representation and warranty shall survive Closing. 6. Title Matters; Survey.

(A) Title Matters.

(i) Purchaser may obtain a commitment to insure title to the Premises (the " Title Commitment" ), together with copies of any exception documents. Within the Due Diligence Period stated in Article 16 hereof, Purchaser shall deliver to Seller any written objections to matters reflected in the Title Commitment or Survey, if any (" Purchaser' s Title Objections" ). If Seller does not receive notice of Purchaser' s Title Objections within such period, Purchaser shall have waived its right to object and shall accept such title as Seller is able to convey. (ii) Within five (5) days after receipt of Purchaser' s Title Objections, if any, Seller shall notify Purchaser, in writing, of which of Purchaser' s Title Objections it will cure as of Closing, and which objections it will not (" Seller' s Cure Notice" ). Within five (5) days after receipt of Seller' s Cure Notice, the Purchaser shall notify Seller, in writing, whether it will proceed to Closing accepting such title as Seller is able to give, or terminate this Agreement and receive a refund of the Earnest Money Deposit. If Seller is unable to remedy any title defects it agreed to cure in Seller' s Cure Notice by the Closing Date, Seller shall have an additional five (5) days to do so. Upon removal of such defects, Seller shall reschedule the Closing Date upon five (5) days' written notice to Purchaser. If Seller fails to respond to Purcahser' s Title Objections in writing within five (5) days as contemplated herein, the Seller shall be deemed to have elected to cure all of Purchaser' s Title Objections at or before Closing.

3 (iii) If Seller is unable to or refuses to remedy such title defects as it agreed to cure in Seller' s Cure Notice, then Purchaser may (i) terminate this Agreement and receive a refund of the Earnest Money Deposit; (ii) close the sale and accept such title as Seller is able to convey without any reduction in the Purchase Price and without any other liability on the part of Seller (and any title defects will be deemed Permitted Exceptions); or (iii) pursue any available action at law or in equity. The elections set forth in (i) through (iii) above are cumulative in nature, and not exclusive. (iv) All other title charges and expenses shall be at Purchaser' s expense.

(B) Survey. Seller shall not provide any survey of the Premises to Purchaser. Purchaser may, at its sole cost and expense, prepare or cause to be prepared a survey of the Premises. Purchaser and Seller each acknowledge that the Purchase Price is not based upon a dollar value per acre and any difference in acreage between that acreage reflected in this Agreement and the Survey shall not result in a change in the Purchase Price, up or down.

7. Environmental Matters.

(a) Seller warrants, to the best of its knowledge, that the Premises are not in violation of any Environmental Law and that there are no Hazardous Materials on the Premises. Seller agrees to provide Purchaser a copy of any existing Phase I Environmental Site Assessment that it has had completed on the Premises.

(b) For purposes of this Agreement the term " Hazardous Materials" shall mean any substance which is or contains: (a) any ...