CONTRIBUTION AGREEMENTContribution Agreement |
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LONE STAR TECHNOLOGIES INC | WELSPUN PIPES, INC | WELSPUN-LONE STAR TUBULARS LLC. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Exhibit 10.2
CONTRIBUTION AGREEMENT
AMONG
LONE STAR TECHNOLOGIES, INC.,
WELSPUN PIPES, INC.
AND
WELSPUN-LONE STAR TUBULARS LLC
Dated as of December 20, 2006
TABLE OF CONTENTS
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ARTICLE 1 |
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DEFINITIONS |
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1 |
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1.1 |
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Defined Terms |
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1 |
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ARTICLE 2 |
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CONTRIBUTION |
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4 |
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2.1 |
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Contribution by Lone Star |
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4 |
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2.2 |
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Contribution by Welspun |
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4 |
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ARTICLE 3 |
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CLOSING |
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4 |
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3.1 |
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Closing Date |
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4 |
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ARTICLE 4 |
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DELIVERABLES |
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5 |
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4.1 |
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Items to Be Delivered by Welspun |
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5 |
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4.2 |
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Items to Be Delivered by Lone Star |
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5 |
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4.3 |
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Items to Be Delivered by the Company |
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5 |
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ARTICLE 5 |
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REPRESENTATIONS AND WARRANTIES OF WELSPUN |
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6 |
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5.1 |
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Existence and Good Standing |
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6 |
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5.2 |
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Authorization of Agreement |
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6 |
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5.3 |
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Conflicts; Consents of Third Parties |
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6 |
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ARTICLE 6 |
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REPRESENTATIONS AND WARRANTIES OF LONE STAR |
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7 |
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6.1 |
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Existence and Good Standing |
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7 |
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6.2 |
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Authorization of Agreement |
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7 |
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6.3 |
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Conflicts; Consents of Third Parties |
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8 |
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ARTICLE 7 |
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COVENANTS |
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8 |
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7.1 |
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Other Actions |
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8 |
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ARTICLE 8 |
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CONDITIONS TO CLOSING |
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8 |
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8.1 |
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Conditions Precedent to Obligations of Welspun |
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8 |
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8.2 |
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Conditions Precedent to Obligations of Lone Star |
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9 |
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ARTICLE 9 |
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TERMINATION |
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10 |
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9.1 |
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Termination of Agreement |
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10 |
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9.2 |
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Procedure for Termination |
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11 |
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9.3 |
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Effect of Termination |
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11 |
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ARTICLE 10 |
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INDEMNIFICATION |
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11 |
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10.1 |
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Survival of Representations, Warranties and Covenants |
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11 |
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10.2 |
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Indemnification |
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12 |
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10.3 |
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Indemnification Procedures |
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13 |
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10.4 |
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Indemnification for Breaches of Representations and Warranties |
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14 |
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10.5 |
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Transfer Taxes |
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14 |
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ARTICLE 11 |
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MISCELLANEOUS |
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15 |
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11.1 |
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Waiver of Default |
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15 |
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11.2 |
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Amendment |
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15 |
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11.3 |
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No Third Party Rights |
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15 |
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11.4 |
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Severability |
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15 |
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11.5 |
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Binding Effect; Assignment |
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15 |
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11.6 |
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Headings |
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16 |
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11.7 |
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Word Meanings |
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16 |
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11.8 |
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Counterparts |
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16 |
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