Form of SEPARATION AND DISTRIBUTION AGREEMENT by and between HONEYWELL INTERNATIONAL INC. and RESIDEO TECHNOLOGIES, INC. Dated as of [ ], 2018Separation and Distribution Agreement • October 2nd, 2018 • Resideo Technologies, Inc. • Wholesale-hardware • New York
SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [ ], 2018, by and between HONEYWELL INTERNATIONAL INC., a Delaware corporation (“Honeywell”), and RESIDEO TECHNOLOGIES, INC., a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
ContractTax Matters Agreement • October 2nd, 2018 • Resideo Technologies, Inc. • Wholesale-hardware • New York
FORM OF TAX MATTERS AGREEMENT (this “Agreement”), dated as of [ ], 2018, by and between HONEYWELL INTERNATIONAL INC., a Delaware corporation (“HII”), and RESIDEO TECHNOLOGIES, INC., a Delaware corporation (“SpinCo”, and HII and SpinCo, collectively, the “Parties”).
FORM OF INDEMNIFICATION AND REIMBURSEMENT AGREEMENT BY AND AMONG NEW HAPI INC., AND HONEYWELL INTERNATIONAL INC. Dated as of [ ], 2018Indemnification & Liability • October 2nd, 2018 • Resideo Technologies, Inc. • Wholesale-hardware • New York
This INDEMNIFICATION AND REIMBURSEMENT AGREEMENT (as may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated October [●], 2018, by and among (i) Honeywell International Inc., a corporation organized under the Laws of the State of Delaware (“Indemnitee” or “Honeywell”) and (ii) New HAPI Inc., a corporation organized under the Laws of the State of Delaware and a direct wholly owned subsidiary of Indemnitee (“Indemnitor” and, together with Indemnitee, the “Parties” and each, a “Party”).
FORM OF TRADEMARK LICENSE AGREEMENT BY AND BETWEEN HONEYWELL INTERNATIONAL INC. AND RESIDEO TECHNOLOGIES, INC.Trademark License Agreement • October 2nd, 2018 • Resideo Technologies, Inc. • Wholesale-hardware • New York
AGREEMENT is made and entered into as of the _____ day of _________, 2018, between Honeywell International Inc., a corporation of the state of Delaware, U.S.A., having offices located at 115 Tabor Road, Morris Plains, NJ 07950 (“Licensor”) and Resideo Technologies, Inc., located at 1985 Douglas Drive North, Golden Valley, Minnesota 55422 (“Resideo”), on behalf of itself and its wholly-owned Subsidiaries (as hereafter defined) that are listed on Attachment A (each of Resideo and such wholly-owned Subsidiaries, a “Licensee”) and shall become effective as of the Distribution Date (as hereafter defined).
