Honeywell 2003 Annual Report Download - page 289

Designation Letter, the Credit Agreement and each of the Notes of the
Designated Subsidiary, when delivered, will constitute a legal, valid and
binding obligation of the Designated Subsidiary enforceable against the
Designated Subsidiary 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.
4. There is no action, suit, investigation, litigation or proceeding
including, without limitation, any Environmental Action, pending or to the
knowledge of the Designated Subsidiary Threatened affecting the Designated
Subsidiary before any court, governmental agency or arbitration that (i) is
reasonably likely to have a Material Adverse Effect, or (ii) purports to
effect the legality, validity or enforceability of this Designation Letter,
the Credit Agreement, any Note of the Designated Subsidiary or the
consummation of the transactions contemplated thereby.
5. No authorizations, consents, approvals, licenses, filings or
registrations by or with any governmental authority or administrative body
are required in connection with the execution, delivery or performance by
the Designated Subsidiary of this Designation Letter, the Credit Agreement
or the Notes of the Designated Subsidiary except for such authorizations,
consents, approvals, licenses, filings or registrations as have heretofore
been made, obtained or effected and are in full force and effect.
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