Common use of Commission Filings Clause in Contracts

Commission Filings. (a) Parent has made available to the Company (i) its annual reports on Form 10-K for its fiscal years ended December 31, 1996, 1997 and 1998, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended after December 31, 1998, (iii) its proxy or information statements relating to meetings, of, or actions taken without a meeting by, the stockholders of Parent held since December 31, 1998, and (iv) all of its other reports, statements, schedules and registration statements filed with the Commission since December 31, 1998 (the documents referred to in this Section 4.7(a) being referred to collectively as the "Parent Commission Documents"). Parent's quarterly report on Form 10-Q for its fiscal quarter ended March 31, 1999 is referred to as the "Parent 10-Q". (b) As of its filing date, each Parent Commission Document complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act. (c) As of its filing date, each Parent Commission Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each registration statement, as amended or supplemented, if applicable, filed by Parent pursuant to the Securities Act since December 31, 1996, as of the date such statement or amendment became effective did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

Commission Filings. (a) Parent The Company has made available to the Company Parent (i) its annual reports on Form 10-K for its fiscal years ended December 31, 1996, 1997 and 1998, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended after December 31, 1998, (iii) its proxy or information statements relating to meetings, meetings of, or actions taken without a meeting by, the stockholders of Parent the Company held since December 31, 1998, and (iv) all of its other reports, statements, schedules and registration statements filed with the Commission since December 31, 1998 (the documents referred to in this Section 4.7(a3.7(a) being referred to collectively as the "Parent Company Commission Documents"). ParentThe Company's quarterly report on Form 10-Q for its fiscal quarter ended March 31April 4, 1999 is referred to as the "Parent Company 10-Q". (b) As of its filing date, each Parent Company Commission Document complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act. (c) As of its filing date, each Parent Company Commission Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each registration statement, as amended or supplemented, if applicable, filed by Parent the Company pursuant to the Securities Act since December 31, 1996, as of the date such statement or amendment became effective did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

Commission Filings. (a) Parent has made available to the Company (i) its annual reports on Form 10-K for its fiscal years ended December 31, 19961997, 1997 1998 and 19981999, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended after December 31, 19981999, (iii) its proxy or information statements relating to meetings, meetings of, or actions taken without a meeting by, the stockholders of Parent held since December 31, 19981999, and (iv) all of its other reports, statements, schedules and registration statements filed with the Commission since December 31, 1998 1999 (the documents referred to in this Section 4.7(a) being referred to collectively as the "Parent Commission Documents"). Parent's quarterly annual report on Form 10-Q K for its fiscal quarter year ended March December 31, 1999 is referred to herein as the "Parent 10-QK". (b) As of its filing date, each Parent Commission Document complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act. (c) As of its filing date, each Parent Commission Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each registration statement, as amended or supplemented, if applicable, filed by Parent since January 1, 1997 pursuant to the Securities Act since December 31, 1996, as of the date such statement or amendment became effective did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

Commission Filings. (a) Parent The Company has made available to the Company Parent (i) its annual reports on Form 10-K for its fiscal years ended December 31, 19961997, 1997 1998 and 19981999, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended after December 31, 19981999, (iii) its proxy or information statements relating to meetings, meetings of, or actions taken without a meeting by, the stockholders of Parent the Company held since December 31, 19981999, and (iv) all of its other reports, statements, schedules and registration statements filed with the Commission since December 31, 1998 1999 (the documents referred to in this Section 4.7(a3.7(a) being referred to collectively as the "Parent Company Commission Documents"). ParentThe Company's quarterly annual report on Form 10-Q K for its fiscal quarter year ended March December 31, 1999 is referred to herein as the "Parent Company 10-QK". (b) As of its filing date, each Parent Company Commission Document complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act. (c) As of its filing date, each Parent Company Commission Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each registration statement, as amended or supplemented, if applicable, filed by Parent the Company since January 1, 1997 pursuant to the Securities Act since December 31, 1996, as of the date such statement or amendment became effective did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

Commission Filings. (a) Parent The Company has made available to the Company Parent (i) its annual reports on Form 10-K for its fiscal years ended December 31September 30, 19961997, 1997 1998 and 19981999, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended after December 31September 30, 19981999, (iii) its proxy or information statements relating to meetings, meetings of, or actions taken without a meeting by, the stockholders of Parent the Company held since December 31September 30, 19981999, and (iv) all of its other reports, statements, schedules and registration statements filed with the Commission since December 31September 30, 1998 1999 (the documents referred to in this Section 4.7(a3.7(a) and such items filed after the date of this Agreement being referred to collectively as the "Parent Company Commission Documents"). ParentThe Company's quarterly report on Form 10-Q for its fiscal quarter ended March 31, 1999 2000 is referred to as the "Parent Company 10-Q". (b) As of its filing date, each Parent Company Commission Document complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act. (c) As of its filing date, each Parent Company Commission Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each registration statement, as amended or supplemented, if applicable, filed by Parent the Company pursuant to the Securities Act since December 31September 30, 19961999, as of the date such statement or amendment became effective did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

Commission Filings. (a) Parent Honeywell has filed, or will file at or prior to the time due, all forms, reports and documents required to be filed by it with the Commission since December 31, 1997. Honeywell has made available to the Company Parent (i) its annual reports on Form 10-K for its fiscal years ended December 31, 19961997, 1997 1998 and 19981999, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended after December 31, 19981999, (iii) its proxy or information statements relating to meetings, meetings of, or actions taken without a meeting by, the stockholders of Parent Honeywell held since December 31, 19981999, and (iv) all of its other reports, statements, schedules and registration statements filed with the Commission since December 31, 1998 1999 (the documents referred to in this Section 4.7(a3.7(a) being referred to collectively as the "Parent Honeywell Commission Documents"). ParentHoneywell's quarterly report on Form 10-Q for its fiscal quarter ended March 31June 30, 1999 2000 is referred to as the "Parent Honeywell 10-Q". No Subsidiary of Honeywell is required to file any form, report or other document with the Commission. (b) As of its filing date, each Parent Honeywell Commission Document complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act. (c) As of its filing date, each Parent Honeywell Commission Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each registration statement, as amended or supplemented, if applicable, filed by Parent Honeywell pursuant to the Securities Act since December 31, 19961997, as of the date such statement or amendment became effective did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

Commission Filings. (a) Parent The Company has made available to the Company Parent (i) its annual reports on Form 10-K for its fiscal years ended December 31, 1996, 1997 2003 and 19982004, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended after December 31, 19982004, (iii) its proxy or information statements relating to meetings, meetings of, or actions taken without a meeting by, the stockholders of Parent the Company held since December 31, 19982003, and (iv) all of its other reports, statements, schedules and registration statements filed with the Commission since December 31, 1998 2003 (the documents referred to in this Section 4.7(a3.7(a) being referred to collectively as the "Parent “Company Commission Documents"”). Parent's quarterly The Company’s annual report on Form 10-Q K for its fiscal quarter year ended March December 31, 1999 2004 is referred to herein as the "Parent “Company 10-Q".K.” (b) As of its filing date, each Parent Company Commission Document complied as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Securities ActXxxxxxxx-Xxxxx Act of 2002 and the rules and regulations thereunder. (c) As of its filing date, each Parent Company Commission Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each registration statement, as amended or supplemented, if applicable, filed by Parent the Company since January 1, 2003 pursuant to the Securities Act since December 31, 1996, as of the date such statement or amendment became effective did not contain any untrue statement of a material fact or omit to Table of Contents state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) The Company has timely filed with or furnished to the Commission all forms, reports, schedules, registration statements, proxy statements and other documents required to be filed with or furnished to the Commission by the Company since January 1, 2003.

Commission Filings. (a) Parent has made available to the Company (i) its annual reports on Form 10-K for its fiscal years ended December 31, 1996, 1997 2003 and 19982004, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended after December 31, 19982004, (iii) its proxy or information statements relating to meetings, meetings of, or actions taken without a meeting by, the stockholders of Parent held since December 31, 19982003, and (iv) all of its other reports, statements, schedules and registration statements filed with the Commission since December 31, 1998 2003 (the documents referred to in this Section 4.7(a4.6(a) being referred to collectively as the "Parent Commission DocumentsPARENT COMMISSION DOCUMENTS"). Parent's quarterly annual report on Form 10-Q K for its fiscal quarter year ended March December 31, 1999 2004 is referred to herein as the "Parent PARENT 10-QK.". (b) As of its filing date, each Parent Commission Document complied as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Securities Sarbanes-Oxley Act. (cx) As of its Xx xx xxx filing date, each Parent Commission Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each registration statement, as amended or supplemented, if applicable, filed by Parent since January 1, 2003 pursuant to the Securities Act since December 31, 1996, as of the date such statement or amendment became effective did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) Parent has timely filed with or furnished to the Commission all forms, reports, schedules, registration statements, proxy statements and other documents required to be filed with or furnished to the Commission by Parent since January 1, 2003.

Commission Filings. (a) Parent The Company has made available to the Company Parent (i) its annual reports on Form 10-K for its fiscal years ended December 31, 1996, 1997 2003 and 19982004, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended after December 31, 19982004, (iii) its proxy or information statements relating to meetings, meetings of, or actions taken without a meeting by, the stockholders of Parent the Company held since December 31, 19982003, and (iv) all of its other reports, statements, schedules and registration statements filed with the Commission since December 31, 1998 2003 (the documents referred to in this Section 4.7(a3.7(a) being referred to collectively as the "Parent Commission DocumentsCOMPANY COMMISSION DOCUMENTS"). ParentThe Company's quarterly annual report on Form 10-Q K for its fiscal quarter year ended March December 31, 1999 2004 is referred to herein as the "Parent COMPANY 10-QK.". (b) As of its filing date, each Parent Company Commission Document complied as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Securities ActSarbanes-Oxley Act of 2002 xxx xxx xxxxx and regulations thereunder. (c) As of its filing date, each Parent Company Commission Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each registration statement, as amended or supplemented, if applicable, filed by Parent the Company since January 1, 2003 pursuant to the Securities Act since December 31, 1996, as of the date such statement or amendment became effective did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) The Company has timely filed with or furnished to the Commission all forms, reports, schedules, registration statements, proxy statements and other documents required to be filed with or furnished to the Commission by the Company since January 1, 2003.