Honeywell 2004 Annual Report Download - page 178

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, 2003, 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 June 30, 2004, 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 June 30, 2004, 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, 2003, 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
Effect (other than the Disclosed Litigation), or (ii) purports to affect
the legality, validity
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