CONTRIBUTION AND SALE AGREEMENTContribution and Sale Agreement • May 25th, 2005 • Jacuzzi Brands Inc • Heating equip, except elec & warm air; & plumbing fixtures • Delaware
THIS CONTRIBUTION AND SALE AGREEMENT (this “Agreement”) is made and entered into as of May 19, 2005, by and among (i) Eljer Plumbingware, Inc., a Delaware corporation (“Contributor”), (ii) Jacuzzi Brands Inc., a Delaware corporation (“Parent”), (iii) Eljer One, LLC, a Delaware limited liability company (“LLC 1”), (iv) Eljer Two, LLC, a Delaware limited liability company (“LLC 2”), (v) Eljer Three, LLC, a Delaware limited liability company (“LLC 3”), and (vi) BMK/Eljer Holding Corp., a Delaware corporation (the “Company”). Contributor, Parent, LLC 1, LLC 2, LLC 3 and the Company are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties.”
