Honeywell 2003 Annual Report Download - page 233

default or require any consent under, or result in the creation of any
lien, charge or encumbrance upon any of the properties, revenues, or assets
of the Company pursuant to, any indenture or other agreement or instrument
to which the Company is a party or by which the Company or its property may
be bound or affected.
(c) No authorization, consent, approval (including any exchange
control approval), license or other action by, and no notice to or filing
or registration with, any governmental authority, administrative agency or
regulatory body or any other third party is required for the due execution,
delivery and performance by the Company of this Agreement or the Notes of
the Company.
(d) This Agreement has been, and each of the Notes when delivered
hereunder will have been, duly executed and delivered by the Company. This
Agreement is, and each of the Notes of the Company when delivered hereunder
will be, the legal, valid and binding obligation of the Company enforceable
against the Company in accordance with their respective terms, except to
the extent that such enforcement may be limited by
applicable bankruptcy, insolvency and other similar laws affecting
creditors' rights generally.
(e) The Consolidated balance sheet of the Company and its Consolidated
Subsidiaries as at December 31, 2002, and the related Consolidated
statements of income and cash flows of the Company and its Consolidated
Subsidiaries for the fiscal year then ended (together with the notes to the
financial statements of the Company and its Consolidated Subsidiaries and
the Consolidated statements of cash flows of the Company and its
Consolidated Subsidiaries), accompanied by an opinion of one or more
nationally recognized firms of independent public accountants, and the
Consolidated balance sheet of the Company and its Consolidated Subsidiaries
as at September 30, 2003, and the related Consolidated statements of income
and cash flows of the Company and its Consolidated Subsidiaries for the
nine months then ended, duly certified by the principal financial officer
of the Company, copies of which have been furnished to each Lender, are
materially complete and correct, and fairly present, subject, in the case
of said balance sheet as at September 30, 2003, and said statements of
income and cash flows for the nine months then ended, to year-end audit
adjustments, the Consolidated financial condition of the Company and its
Consolidated Subsidiaries as at such dates and the Consolidated results of
the operations of the Company and its Consolidated Subsidiaries for the
periods ended on such dates, all in accordance with GAAP consistently
applied, except as otherwise noted therein; the Company and its
Consolidated Subsidiaries do not have on such date any material contingent
liabilities, liabilities for taxes, unusual forward or long-term
commitments or unrealized or anticipated losses from any unfavorable
commitments, except as referred to or reflected or provided for in such
balance sheet or the notes thereto as at such date. No Material Adverse
Change has occurred since December 31, 2002, except as otherwise publicly
disclosed prior to the date hereof.
(f) There is no action, suit, investigation, litigation or proceeding,
including, without limitation, any Environmental Action, pending or to the
knowledge of the Company Threatened affecting the Company or any of its
Subsidiaries before any court, governmental agency or arbitrator that (i)
is reasonably likely to have a Material Adverse
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