0001193125-18-273578 Sample Contracts

Contract
Tax Matters Agreement • September 14th, 2018 • Garrett Motion Inc. • Motor vehicle parts & accessories • New York

TAX MATTERS AGREEMENT (this “Agreement”), dated as of September 12, 2018, by and between HONEYWELL INTERNATIONAL INC., a Delaware corporation (“HII”), GARRETT MOTION INC., a Delaware corporation (“SpinCo”) and, solely for purposes of Sections 3.02(g), 5.05 and 6.13(b), HONEYWELL ASASCO INC., a Delaware corporation (“ASASCO”) and HONEYWELL ASASCO 2 INC., a Delaware corporation (“ASASCO 2” and, together with HII, SpinCo and ASASCO, the “Parties”).

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