AGREEMENT AND PLAN OF MERGER
SHAW ENVIRONMENTAL & INFRASTRUCTURE, INC.
TONIC ACQUISITION CORPORATION
Dated as of January 30, 2003
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (hereinafter called this "Agreement"),
dated as of January 30, 2003, . . .
AGREEMENT FOR PURCHASE AND SALE OF PROPERTY
FOR THE STONE & WEBSTER BUILDING
AGREEMENT FOR THE PURCHASE AND SALE OF PROPERTY
1430 Enclave Parkway, Houston, Texas
THIS AGREEMENT FOR THE PURCHASE AND SALE OF PROPERTY (the "Agreement"), is
made and entered into as of the 28 day of November, 2000, by and between
CARDINAL PARAGON, INC., a Texas corporation ("Seller"), and WELLS OPERATING
PARTNERSHIP, L.P., a . . .
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT, dated as of April 17, 2003, is by and between Washington Group International, Inc., an Ohio corporation ("WGI" or "Seller") and The Shaw Group Inc., a Louisiana corporation ("Buyer"). Buyer and Seller are collectively referred to herein as the "Parties."
The Parties contemplate a transaction in which Buyer will purchase Seller's assets primarily relating to Seller's U. S. operations of its Petroleum & Chemicals business unit and the assumption by Buyer of specified liabilities and obligations of Seller and its Affiliates.
NOW, THEREFORE, in consideration of the mutual representations, warranties and covenants herein contained, and on the terms and subject to the conditions herein set forth, the Parties hereto agree as follows:
As used herein, the following definitions apply:
"Accounting Objections" shall have the meaning set forth in Section 3.03(e).
"Acquired Assets" shall have the meaning set forth in Section 2.01(a).
"Adjustment" shall have the meaning set forth in Section 3.03(c).
"Affected Employees" shall have the meaning specified in Section 5.13.
"Affiliate" shall, with respect to any Person, mean any other Person that controls, is controlled by or is under common control with the former.
"Agreement" shall have the meaning set forth in the first paragraph of this document.
"Assigned Contracts" shall mean all rights under all license or sublicense agreements, distributor agreements, sales agents agreements, leases of real or personal property (including the Leases), Equitably Assigned Contracts, cooperation agreements, secrecy or know-how agreements, non-competition or non-solicitation agreements, sales orders, the Proposals, purchase orders, subcontracts and other arrangements and commitments of the Business, whether written or oral, provided, however, that Assigned Contracts shall include Equitably Assigned Contracts only to the extent that Seller's rights and obligations thereunder may be assigned hereunder or under applicable Law; provided further, that Assigned Contracts shall not include Excluded Assigned Contracts (as defined herein) or contracts that are listed or described in Schedule 2.01(b)(iv) of the Disclosure Schedule as Excluded Assets.
"Assignments of Leases" shall mean the Assignment of Lease (Weymouth) and the Assignment of Lease (Cambridge) in substantially the forms of Exhibits B-1 and B-2 hereto.
"Assumed Liabilities" shall have the meaning set forth in Section 3.04.
"Assumption Agreement" shall mean the Assumption Agreement in substantially the form of Exhibit C hereto.
"Bill of Sale and Assignment Agreement" shall mean the Bill of Sale and Assignment Agreement in substantially the form of Exhibit A hereto.
"Business" shall mean the business of Seller and its Affiliates of researching, developing, marketing and licensing of technologies to the petroleum refining and petrochemical industries, as conducted by Seller as of the date hereof, including, (i) the research and development operations conducted at the
Facility located in Weymouth, Massachusetts; and (ii) the licensing engineering procurement and construction management operations conducted at the Facility in Cambridge, Massachusetts in support of the Intellectual Property (Badger Technology). The Business does not include operations of any nature carried on in other of Seller's operations in any industry, including but not limited to the following:
Engineering, procurement, construction, turnkey, quality, and operations and maintenance services provided by Seller's operations to the petroleum refining, petrochemical, and industrial process industries;
Engineering, procurement, construction and turnkey services provided by Seller's operations in The Hague, The Netherlands;
Engineering, procurement, construction and turnkey services provided by Seller's operations in Houston, Texas;
Engineering, procurement, construction and turnkey services provided by Seller's operations related to oil field development;
Engineering, procurement, construction and turnkey services provided by Seller's operations related to the gas processing, gas treating, gas storage, gas pipelines, gas recovery, and gas reinjection industries; and
Engineering, procurement, construction, turnkey, quality, operations and maintenance, and other services of Seller located in Cambridge, Massachusetts that do not support the Business (as defined above).
For the avoidance of doubt, the Business does not include technology related to the gas processing business as encompassed in the current operation of Seller's gas processing operations including the Denver office and including Stearns Catalytic technology.
"Business Day" shall mean any day of the year other than (a) any Saturday or Sunday or (b) any other day on which banks located in the State of New York generally are closed for business other than the retail depository business.
"Buyer" shall mean The Shaw Group Inc., a Louisiana corporation.
"Cambridge Lease" means collectively that Lease Agreement dated December 18, 1998, as amended by that certain First Amendment to Lease dated as of September 17, 1999, as further amended by that certain Second Amendment to Lease dated as of July, 2000, between WGI as lessee and Massachusetts Institute of Technology as lessor for lease of space located at One Broadway, Cambridge, Massachusetts and as further amended by letter dated January 17, 2002.
"Closing" and "Closing Date" shall have the meanings set forth in Section 3.01.
"Closing Net Assets" shall have the meaning set forth in Section 3.03(b)(i).
"Consents" means those consents of (i) any Governmental Entity described in Schedule 5.09, and (ii) any third Person described in Schedule 5.14 of the Disclosure Schedule in respect of the Assigned Contracts.
"Damages" shall have the meaning set forth in Section 9.01.
"Designated Assigned Contracts" shall mean those Assigned Contracts identified in Scheduled 5.14 under the following headings: Cooperation Agreements, License Agreements, Miscellaneous Intellectual Property Agreements, Project Service Agreements, Project Agreements, Purchase Orders and Oral Agreements.
by and between
THE SHAW GROUP INC.
WASHINGTON GROUP INTERNATIONAL, INC.
April 17, 2003
TABLE OF CONTENTS
Asset Purchase Agreement
By and Among
Stone & Webster, Incorporated,
Stone & Webster, Incorporated
The Shaw Group Inc.
Dated as of July 14, 2000
LIST OF SCHEDULES AND EXHIBITS
Schedule 2.01(a) List of Real Property
Schedule 2.01(e) List of Assumed . . .
Combined Financial Statements
31 March 2006 and 2005 (audited);
30 September 2006 and 2005 (unaudited)
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