JOINT VENTURE AND MEMBERS’ AGREEMENTJoint Venture and Members’ Agreement • November 14th, 2002 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
THIS AGREEMENT is made on July 18, 2002, between LENNOX INTERNATIONAL, INC., a Delaware corporation (“LII”); OUTOKUMPU COPPER PRODUCTS OY a Finnish limited company (“OCP”); OUTOKUMPU COPPER HOLDINGS, INC., a Delaware corporation and a wholly-owned subsidiary of OCP (“OCHI”); and HEATCRAFT HEAT TRANSFER LLC (to be re-named OUTOKUMPU HEATCRAFT USA LLC), a Delaware limited liability company (the “Company”).
AMENDMENT NO. 2 TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 14th, 2002 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip
THIS AMENDMENT (“Agreement”) is made as of August 30, 2002, by and among OUTOKUMPU COPPER PRODUCTS OY, a Finnish company (“OCP”), OUTOKUMPU COPPER HOLDINGS, INC., a Delaware corporation (“Buyer”), and LENNOX INTERNATIONAL, INC., a Delaware corporation (“Seller”).
SHAREHOLDERS AGREEMENTShareholders Agreement • November 14th, 2002 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip
THIS AGREEMENT is made on July 18, 2002, between LGL HOLLAND B.V. (“LGL”); OUTOKUMPU COPPER PRODUCTS OY a Finnish limited company (“OCP”); OUTOKUMPU HEATCRAFT B.V.
AMENDMENT TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 14th, 2002 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip
THIS AMENDMENT (the “Agreement”) is made as of August 26, 2002 by and among OUTOKUMPU COPPER PRODUCTS OY, a Finnish company (“Buyer”) and LGL Holland B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands and having its official seat (statutaire zetel) in Amsterdam, The Netherlands and its registered office at Watergoorweg 87, 3861MA Nijkerk, The Netherlands and registered with the commercial register under 32069974 (“Seller”) and LGL Europe Holdings Co. (the “Guarantor”).
AMENDMENT NO. 2 TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 14th, 2002 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip
THIS AMENDMENT No. 2 (the "Agreement") is made as of August 26, 2002 by and among OUTOKUMPU COPPER PRODUCTS OY, a Finnish company (“Buyer”) and LGL Holland B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands and having its official seat (statutaire zetel) in Amsterdam, The Netherlands and its registered office at Watergoorweg 87, 3861MA Nijkerk, The Netherlands and registered with the commercial register under 32069974 (“Seller”) and LGL Europe Holdings Co. (the “Guarantor”).
AMENDMENT TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 14th, 2002 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip
THIS AMENDMENT (“Agreement”) is made as of August 26, 2002, by and among OUTOKUMPU COPPER PRODUCTS OY, a Finnish company (“OCP”), OUTOKUMPU COPPER HOLDINGS, INC., a Delaware corporation (“Buyer”), and LENNOX INTERNATIONAL, INC., a Delaware corporation (“Seller”).
SHARED SERVICES AGREEMENTShared Services Agreement • November 14th, 2002 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
This SHARED SERVICES AGREEMENT (“Agreement”) made as of August 30, 2002 is entered into by and between Lennox International Inc. (“Lennox”) having its principal place of business located at 2140 Lake Park Blvd., Richardson, TX 75080, and Outokumpu Heatcraft USA LLC having its principal place of business located at Memphis and Outokumpu Heatcraft B.V. having its principal place of business in Amsterdam (referred to as “JV”), pursuant to the following Recitals and Clauses:
SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 14th, 2002 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
THIS SHARE PURCHASE AGREEMENT (“Agreement”) is made as of July 18, 2002, by and among OUTOKUMPU COPPER PRODUCTS OY, a Finnish company (“Buyer”) and LGL Holland B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands and having its official seat (statutaire zetel) in Amsterdam, The Netherlands and its registered office at Watergoorweg 87, 3861MA Nijkerk, the ,The Netherlands and registered with the Commercial Register under number 32069974 (“Seller”) and LGL EUROPE HOLDING CO. (the “Guarantor”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 14th, 2002 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
THIS SHARE PURCHASE AGREEMENT (“Agreement”) is made as of July 18, 2002, by and among OUTOKUMPU COPPER PRODUCTS OY, a Finnish company (“OCP”), OUTOKUMPU COPPER HOLDINGS, INC., a Delaware corporation (“Buyer”), and LENNOX INTERNATIONAL, INC., a Delaware corporation (“Seller”).
JOINT TECHNOLOGY DEVELOPMENT AGREEMENTJoint Technology Development Agreement • November 14th, 2002 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
THIS JOINT TECHNOLOGY DEVELOPMENT AGREEMENT (the “Agreement”) is made and entered into this 30th day of August, 2002, by and among the following:
