Honeywell 2004 Annual Report Download - page 185

(b) Mergers, Etc. Merge or consolidate with or into, or convey,
transfer, lease or otherwise dispose of (whether in one transaction or in
a series of transactions) all or substantially all of its assets (whether
now owned or hereafter acquired) to, any Person; provided, however, that
the Company may merge or consolidate with any other Person so long as the
Company is the surviving corporation and so long as no Default shall have
occurred and be continuing at the time of such proposed transaction or
would result therefrom.
ARTICLE VI
EVENTS OF DEFAULT
SECTION 6.01. Events of Default. If any of the following events
("Events of Default") shall occur and be continuing:
(a) Any Borrower shall fail to pay: (i) any principal of any Advance
when the same becomes due and payable; (ii) any facility fees or any
interest on any Advance payable under this Agreement or any Note within
three Business Days after the same becomes due and payable; or (iii) any
other fees or other amounts payable under this Agreement or any Notes
within 30 days after the same becomes due and payable other than those
fees and amounts the liabilities for which are being contested in good
faith by such Borrower and which have been placed in Escrow by such
Borrower; or
(b) Any representation or warranty made (or deemed made) by any
Borrower (or any of its officers) in connection with this Agreement or by
any Designated Subsidiary in the Designation Letter pursuant to which such
Designated Subsidiary became a Borrower hereunder shall prove to have been
incorrect in any material respect when made (or deemed made); or
(c) The Company shall repudiate its obligations under, or shall
default in the due performance or observance of, any term, covenant or
agreement contained in Article VII of this Agreement; or
(d) (i) The Company shall fail to perform or observe Section
5.01(h)(v), (ii) the Company shall fail to perform or observe any other
term, covenant or agreement contained in Section 5.02(a) and such failure
shall remain unremedied for a period of 30 days after any Lender shall
have given notice thereof to the Company (through the Agent), or (iii) the
Company or any other Borrower shall fail to perform or to observe any
other term, covenant or agreement contained in this Agreement on its part
to be performed or observed and such failure shall remain unremedied for a
period of 30 days after any Lender shall have given notice thereof to the
relevant Borrower or, in the case of the Company, any of the principal
financial officer, the principal accounting officer, the Vice-President
and Treasurer or an Assistant Treasurer of the Company, and in the case of
any other Borrower, a responsible officer of such Borrower, first has
knowledge of such failure; or
54