Honeywell 2005 Annual Report Download - page 207

is required for the due execution, delivery and performance by the Company or any Borrower of this Agreement or the Notes of such Borrower.
(d) This Agreement has been, and each of the Notes when delivered hereunder will have been, duly executed and delivered by the Company and
each Borrower party thereto. This Agreement is, and each of the Notes of each Borrower party thereto when delivered hereunder will be, the legal,
valid and binding obligation of the Company and such Borrower enforceable against the Company and such Borrower 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, 2004, 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, 2005, 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, 2005, 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,
2004, 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 or
enforceability of this Agreement or any Note or the consummation of the transactions contemplated hereby, and there has been no adverse change in
the status, or financial effect on the Company or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 3.01(b) hereto.
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