EX-2.1 2 d637091dex21.htm EX-2.1 INDEMNIFICATION AND REIMBURSEMENT AGREEMENT BY AND AMONG NEW HAPI INC. AND HONEYWELL INTERNATIONAL INC. Dated as of October 14, 2018 Page(s)Indemnification and Reimbursement Agreement • May 5th, 2020 • New York
NYISO Agreements --> Service Agreements --> I&R Agreement 2290, Con Edison, Transco, Goethals substationIndemnification and Reimbursement Agreement • February 7th, 2024 • New York
This INDEMNIFICATION AND REIMBURSEMENT AGREEMENT (as the same may be amended in accordance with the terms hereof, this “Agreement”), dated as of May 24, 2016 (the “Effective Date”), is by and between CONSOLIDATED EDISON
INDEMNIFICATION AND REIMBURSEMENT AGREEMENT BY AND AMONG HONEYWELL ASASCO INC., HONEYWELL ASASCO 2 INC., AND HONEYWELL INTERNATIONAL INC. Dated as of September 12, 2018Indemnification and Reimbursement Agreement • September 14th, 2018 • Honeywell International Inc • Motor vehicle parts & accessories • New York
This INDEMNIFICATION AND REIMBURSEMENT AGREEMENT (as may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated September 12, 2018, by and among (i) Honeywell ASASCO Inc., a corporation organized under the Laws of the State of Delaware (“Payor”), (ii) Honeywell ASASCO 2 Inc., a corporation organized under the Laws of the State of Delaware (“Payee”), and (iii) Honeywell International Inc., a corporation organized under the Laws of the State of Delaware (“Honeywell” or the “Claim Manager” and, together with Payee and Payor, the “Parties” and each, a “Party”).
WITNESSETH:Indemnification and Reimbursement Agreement • August 14th, 2002 • Sandisk Corp • Computer storage devices • California
INDEMNIFICATION AND REIMBURSEMENT AGREEMENTIndemnification and Reimbursement Agreement • February 29th, 2008 • DWS Value Series, Inc
This Agreement, dated as of November 14, 2007, is made by and between each of the DWS Scudder Funds listed in Schedule A attached hereto (the “Funds”) and Deutsche Investment Management Americas Inc. (“DIMA”).
NYISO Agreements --> Service Agreements --> I&R Agreement 2289, Con Edison, Transco, Ramapo substationIndemnification and Reimbursement Agreement • December 15th, 2020 • New York
This INDEMNIFICATION AND REIMBURSEMENT AGREEMENT (as the same may be amended in accordance with the terms hereof, this “Agreement”), dated as of May 24, 2016 (the “Effective Date”), is by and between CONSOLIDATED EDISON
INDEMNIFICATION AND REIMBURSEMENT AGREEMENT BY AND AMONG NEW HAPI INC. AND HONEYWELL INTERNATIONAL INC. Dated as of October 14, 2018Indemnification and Reimbursement Agreement • February 25th, 2021 • 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 14, 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”).
FIRST AMENDMENT TO INDEMNIFICATION AND REIMBURSEMENT AGREEMENTIndemnification and Reimbursement Agreement • July 24th, 2020 • Honeywell International Inc • Aircraft engines & engine parts
This FIRST AMENDMENT TO INDEMNIFICATION AND REIMBURSEMENT AGREEMENT (this “Amendment”), dated as of June 12, 2020, by and among (i) Honeywell Holdings International Inc. (“Payee”), (ii) Honeywell International Inc. (“Honeywell”), and (iii) Garrett ASASCO Inc. (“Payor”), amends that certain Indemnification and Reimbursement Agreement, dated September 12, 2018, by and among (i) Honeywell ASASCO 2 Inc. (predecessor in interest to Payee), (ii) Honeywell and (iii) Honeywell ASASCO Inc. (predecessor in interest to Payor) (as amended, the “Indemnification and Reimbursement Agreement”). Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Indemnification and Reimbursement Agreement or, if not defined therein, in the Current Credit Agreement (as amended by an amendment of the Current Credit Agreement, dated as of the date hereof (the “First Amendment to the Credit Agreement”)).
FOURTH AMENDMENT TO INDEMNIFICATION AND REIMBURSEMENT AGREEMENTIndemnification and Reimbursement Agreement • February 17th, 2021 • Resideo Technologies, Inc. • Wholesale-hardware
This Fourth Amendment to INDEMNIFICATION AND REIMBURSEMENT AGREEMENT (this “Amendment”), dated as of February 12, 2021, by and between (i) Honeywell International Inc., a corporation organized under the Laws of the State of Delaware (“Indemnitee” or “Honeywell”), and (ii) Resideo Intermediate Holding Inc., a corporation organized under the Laws of the State of Delaware (“Indemnitor”), amends that certain Indemnification and Reimbursement Agreement, dated October 14, 2018, by and between (A) Honeywell and (B) New HAPI Inc., a corporation organized under the Laws of the State of Delaware (subsequently assigned to Indemnitor), as amended from time to time prior to the date hereof (as so amended, the “Indemnification and Reimbursement Agreement”). Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Indemnification and Reimbursement Agreement.
Exhibit 10.34 INDEMNIFICATION AND REIMBURSEMENT AGREEMENT INDEMNIFICATION AND REIMBURSEMENT AGREEMENT (this "Agreement"), dated as of April 10, 2002, is made between SANDISK CORPORATION, a Delaware corporation (herein, "SanDisk"), and TOSHIBA...Indemnification and Reimbursement Agreement • August 14th, 2002 • Sandisk Corp • Computer storage devices • California
AMENDMENT NO. 2 TO INDEMNIFICATION AND REIMBURSEMENT AGREEMENTIndemnification and Reimbursement Agreement • August 10th, 2006 • Sandisk Corp • Computer storage devices • California
THIS AMENDMENT NO. 2 to Indemnification and Reimbursement Agreement (“Amendment”), dated as of May 29, 2006, is made by and between SanDisk Corporation, a Delaware corporation (“SanDisk”), and Toshiba Corporation, a Japanese Corporation (“Toshiba”).
THIRD AMENDMENT TO INDEMNIFICATION AND REIMBURSEMENT AGREEMENTIndemnification and Reimbursement Agreement • November 20th, 2020 • Resideo Technologies, Inc. • Wholesale-hardware
This Third Amendment to INDEMNIFICATION AND REIMBURSEMENT AGREEMENT (this “Amendment”), dated as of November 16th, 2020, by and between (i) Honeywell International Inc., a corporation organized under the Laws of the State of Delaware (“Indemnitee” or “Honeywell”), and (ii) Resideo Intermediate Holding Inc., a corporation organized under the Laws of the State of Delaware (“Indemnitor”), amends that certain Indemnification and Reimbursement Agreement, dated October 14, 2018, by and between Honeywell and New HAPI Inc., a corporation organized under the Laws of the State of Delaware (subsequently assigned to Indemnitor) (as amended, the “Indemnification and Reimbursement Agreement”). Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Indemnification and Reimbursement Agreement or, if not defined therein, in the Current Credit Agreement (as amended by an amendment of the Current Credit Agreement, publicly filed by Resideo Tec
NYISO Agreements --> Service Agreements --> I&R Agreement 2290, Con Edison, Transco, Goethals substationIndemnification and Reimbursement Agreement • March 23rd, 2017 • New York
This INDEMNIFICATION AND REIMBURSEMENT AGREEMENT (as the same may be amended in accordance with the terms hereof, this “Agreement”), dated as of May 24, 2016 (the “Effective Date”), is by and between CONSOLIDATED EDISON
AMENDED AND RESTATED FIFTH AMENDMENT TO INDEMNIFICATION AND REIMBURSEMENT AGREEMENTIndemnification and Reimbursement Agreement • June 18th, 2024 • Resideo Technologies, Inc. • Wholesale-hardware
This Amended and Restated Fifth Amendment to INDEMNIFICATION AND REIMBURSEMENT AGREEMENT (this “Amendment”), dated as of June 14, 2024, by and between (i) Honeywell International Inc., a corporation organized under the Laws of the State of Delaware (“Indemnitee” or “Honeywell”), and (ii) Resideo Intermediate Holding Inc., a corporation organized under the Laws of the State of Delaware (“Indemnitor”), amends that certain Indemnification and Reimbursement Agreement, dated October 14, 2018, by and between (A) Honeywell and (B) New HAPI Inc., a corporation organized under the Laws of the State of Delaware (subsequently assigned to Indemnitor), as amended from time to time prior to the date hereof (as so amended, the “Indemnification and Reimbursement Agreement”). Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Indemnification and Reimbursement Agreement.
EXHIBIT 10.2 INDEMNIFICATION AND REIMBURSEMENT AGREEMENT AGREEMENT dated as of April 8, 1999 among Alliance Capital Management L.P., a Delaware limited partnership ("Alliance Holding"), Alliance Capital Management L.P. II, a Delaware limited...Indemnification and Reimbursement Agreement • August 4th, 1999 • Alliance Capital Management Lp Ii • New York
SECOND AMENDMENT TO INDEMNIFICATION AND REIMBURSEMENT AGREEMENTIndemnification and Reimbursement Agreement • July 31st, 2020 • Resideo Technologies, Inc. • Wholesale-hardware
This Second Amendment to INDEMNIFICATION AND REIMBURSEMENT AGREEMENT (this “Amendment”), dated as of July 28, 2020, by and between (i) Honeywell International Inc., a corporation organized under the Laws of the State of Delaware (“Indemnitee” or “Honeywell”), and (ii) Resideo Intermediate Holding Inc., a corporation organized under the Laws of the State of Delaware (“Indemnitor”), amends that certain Indemnification and Reimbursement Agreement, dated October 14, 2018, by and between (A) Honeywell and (B) New HAPI Inc., a corporation organized under the Laws of the State of Delaware (subsequently assigned to Indemnitor), as amended by the First Amendment thereto, dated as of April 21, 2020 (the “First Amendment”) (as so amended, the “Indemnification and Reimbursement Agreement”). Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Indemnification and Reimbursement Agreement.
FIRST AMENDMENT TO INDEMNIFICATION AND REIMBURSEMENT AGREEMENTIndemnification and Reimbursement Agreement • April 23rd, 2020 • Resideo Technologies, Inc. • Wholesale-hardware
This First Amendment to INDEMNIFICATION AND REIMBURSEMENT AGREEMENT (this “Amendment”), dated as of April 21, 2020, by and between (i) Honeywell International Inc., a corporation organized under the Laws of the State of Delaware (“Indemnitee” or “Honeywell”), and (ii) Resideo Intermediate Holding Inc., a corporation organized under the Laws of the State of Delaware (“Indemnitor”), amends that certain Indemnification and Reimbursement Agreement, dated October 14, 2018, by and between (i) Honeywell and (ii) New HAPI Inc., a corporation organized under the Laws of the State of Delaware (subsequently assigned to Indemnitor) (as amended, the “Indemnification and Reimbursement Agreement”). Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Indemnification and Reimbursement Agreement or, if not defined therein, in the Current Credit Agreement (as amended by an amendment of the Current Credit Agreement, publicly filed by Resideo
THIS AGREEMENT, dated as of , 2000, between -------------------------- Alliant Energy Corporation, a Wisconsin corporation ("Alliant"), and Wisconsin Energy Corporation, a Wisconsin corporation ("WEC"), WITNESSETH: WHEREAS, American Transmission...Indemnification and Reimbursement Agreement • July 7th, 2000 • Alliant Energy Corp • Electric & other services combined • Wisconsin
THIRD AMENDMENT TO INDEMNIFICATION AND REIMBURSEMENT AGREEMENTIndemnification and Reimbursement Agreement • April 23rd, 2021 • Honeywell International Inc • Aircraft engines & engine parts
This Third Amendment to INDEMNIFICATION AND REIMBURSEMENT AGREEMENT (this “Amendment”), dated as of November 16th, 2020, by and between (i) Honeywell International Inc., a corporation organized under the Laws of the State of Delaware (“Indemnitee” or “Honeywell”), and (ii) Resideo Intermediate Holding Inc., a corporation organized under the Laws of the State of Delaware (“Indemnitor”), amends that certain Indemnification and Reimbursement Agreement, dated October 14, 2018, by and between Honeywell and New HAPI Inc., a corporation organized under the Laws of the State of Delaware (subsequently assigned to Indemnitor) (as amended, the “Indemnification and Reimbursement Agreement”). Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Indemnification and Reimbursement Agreement or, if not defined therein, in the Current Credit Agreement (as amended by an amendment of the Current Credit Agreement, publicly filed by Resideo Tec
INDEMNIFICATION AND REIMBURSEMENT AGREEMENTIndemnification and Reimbursement Agreement • January 12th, 2010 • Lighting Science Group Corp • Electric lighting & wiring equipment • New York
THIS INDEMNIFICATION AND REIMBURSEMENT AGREEMENT (the “Agreement”) is made as of this 10th day of January, 2010, by and between Lighting Science Group Corporation, a Delaware corporation (the “Company”), and Pegasus Partners IV, L.P., a Delaware limited partnership (“Pegasus IV”, together with its affiliates, including, without limitation, LED Holdings, LLC, the “Indemnitee”).
INDEMNIFICATION AND REIMBURSEMENT AGREEMENTIndemnification and Reimbursement Agreement • November 30th, 2007 • DWS International Fund, Inc.
This Agreement, dated as of November 14, 2007, is made by and between each of the DWS Scudder Funds listed in Schedule A attached hereto (the “Funds”) and Deutsche Investment Management Americas Inc. (“DIMA”).
NYISO Agreements --> Service Agreements --> I&R Agreement 2290, Con Edison, Transco, Goethals substationIndemnification and Reimbursement Agreement • March 24th, 2017 • New York
This INDEMNIFICATION AND REIMBURSEMENT AGREEMENT (as the same may be amended in accordance with the terms hereof, this “Agreement”), dated as of May 24, 2016 (the “Effective Date”), is by and between CONSOLIDATED EDISON
SECOND AMENDMENT TO INDEMNIFICATION AND REIMBURSEMENT AGREEMENTIndemnification and Reimbursement Agreement • October 30th, 2020 • Honeywell International Inc • Aircraft engines & engine parts
This Second Amendment to INDEMNIFICATION AND REIMBURSEMENT AGREEMENT (this “Amendment”), dated as of July 28, 2020, by and between (i) Honeywell International Inc., a corporation organized under the Laws of the State of Delaware (“Indemnitee” or “Honeywell”), and (ii) Resideo Intermediate Holding Inc., a corporation organized under the Laws of the State of Delaware (“Indemnitor”), amends that certain Indemnification and Reimbursement Agreement, dated October 14, 2018, by and between (A) Honeywell and (B) New HAPI Inc., a corporation organized under the Laws of the State of Delaware (subsequently assigned to Indemnitor), as amended by the First Amendment thereto, dated as of April 21, 2020 (the “First Amendment”) (as so amended, the “Indemnification and Reimbursement Agreement”). Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Indemnification and Reimbursement Agreement.
FIRST AMENDMENT TO INDEMNIFICATION AND REIMBURSEMENT AGREEMENTIndemnification and Reimbursement Agreement • July 24th, 2020 • Honeywell International Inc • Aircraft engines & engine parts
This FIRST AMENDMENT TO INDEMNIFICATION AND REIMBURSEMENT AGREEMENT (this “Amendment”), dated as of April 21, 2020, by and between (i) Honeywell International Inc., a corporation organized under the Laws of the State of Delaware (“Indemnitee” or “Honeywell”), and (ii) Resideo Intermediate Holding Inc., a corporation organized under the Laws of the State of Delaware (“Indemnitor”), amends that certain Indemnification and Reimbursement Agreement, dated October 14, 2018, by and between (i) Honeywell and (ii) New HAPI Inc., a corporation organized under the Laws of the State of Delaware (subsequently assigned to Indemnitor) (as amended, the “Indemnification and Reimbursement Agreement”). Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Indemnification and Reimbursement Agreement or, if not defined therein, in the Current Credit Agreement (as amended by an amendment of the Current Credit Agreement, publicly filed by Resideo
INDEMNIFICATION AND REIMBURSEMENT AGREEMENT BY AND AMONG ALLIEDSIGNAL AEROSPACE SERVICE CORP., HONEYWELL ASIA PACIFIC INC., AND HONEYWELL INTERNATIONAL INC. Dated as of [•], 2018Indemnification and Reimbursement Agreement • June 8th, 2018 • Garrett Transportation Systems Inc. • Motor vehicle parts & accessories • New York
This INDEMNIFICATION AND REIMBURSEMENT AGREEMENT (as may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated [•], 2018, by and among (i) AlliedSignal Aerospace Service Corp., a corporation organized under the Laws of the State of Delaware (“Indemnitor”), (ii) Honeywell Asia Pacific Inc., a corporation organized under the Laws of the State of Delaware (“Indemnitee”), and (iii) Honeywell International Inc., a corporation organized under the Laws of the State of Delaware (“Honeywell” or the “Claim Manager” and, together with Indemnitee and Indemnitor, the “Parties” and each, a “Party”).
AMENDED AND RESTATED FIFTH AMENDMENT TO INDEMNIFICATION AND REIMBURSEMENT AGREEMENTIndemnification and Reimbursement Agreement • July 25th, 2024 • Honeywell International Inc • Aircraft engines & engine parts
This Amended and Restated Fifth Amendment to INDEMNIFICATION AND REIMBURSEMENT AGREEMENT (this “Amendment”), dated as of June 14, 2024, by and between (i) Honeywell International Inc., a corporation organized under the Laws of the State of Delaware (“Indemnitee” or “Honeywell”), and (ii) Resideo Intermediate Holding Inc., a corporation organized under the Laws of the State of Delaware (“Indemnitor”), amends that certain Indemnification and Reimbursement Agreement, dated October 14, 2018, by and between (A) Honeywell and (B) New HAPI Inc., a corporation organized under the Laws of the State of Delaware (subsequently assigned to Indemnitor), as amended from time to time prior to the date hereof (as so amended, the “Indemnification and Reimbursement Agreement”). Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Indemnification and Reimbursement Agreement.
FIFTH AMENDMENT TO INDEMNIFICATION AND REIMBURSEMENT AGREEMENTIndemnification and Reimbursement Agreement • April 25th, 2024 • Honeywell International Inc • Aircraft engines & engine parts
This Fifth Amendment to INDEMNIFICATION AND REIMBURSEMENT AGREEMENT (this “Amendment”), dated as of April 14, 2024, by and between (i) Honeywell International Inc., a corporation organized under the Laws of the State of Delaware (“Indemnitee” or “Honeywell”), and (ii) Resideo Intermediate Holding Inc., a corporation organized under the Laws of the State of Delaware (“Indemnitor”), amends that certain Indemnification and Reimbursement Agreement, dated October 14, 2018, by and between (A) Honeywell and (B) New HAPI Inc., a corporation organized under the Laws of the State of Delaware (subsequently assigned to Indemnitor), as amended from time to time prior to the date hereof (as so amended, the “Indemnification and Reimbursement Agreement”). Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Indemnification and Reimbursement Agreement.
INDEMNIFICATION AND REIMBURSEMENT AGREEMENT BY AND AMONG HONEYWELL ASASCO INC., HONEYWELL ASASCO 2 INC., AND HONEYWELL INTERNATIONAL INC. Dated as of September 12, 2018Indemnification and Reimbursement Agreement • February 27th, 2020 • Garrett Motion Inc. • Motor vehicle parts & accessories • New York
This INDEMNIFICATION AND REIMBURSEMENT AGREEMENT (as may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated September 12, 2018, by and among (i) Honeywell ASASCO Inc., a corporation organized under the Laws of the State of Delaware (“Payor”), (ii) Honeywell ASASCO 2 Inc., a corporation organized under the Laws of the State of Delaware (“Payee”), and (iii) Honeywell International Inc., a corporation organized under the Laws of the State of Delaware (“Honeywell” or the “Claim Manager” and, together with Payee and Payor, the “Parties” and each, a “Party”).
INDEMNIFICATION AND REIMBURSEMENT AGREEMENT BETWEEN CON EDISON AND TRANSCO FOR THE GOETHALS SUBSTATIONIndemnification and Reimbursement Agreement • July 18th, 2016 • New York
the same may be amended in accordance with the terms hereof, this “Agreement”), dated as of May 24, 2016 (the “Effective Date”), is by and between CONSOLIDATED EDISON COMPANY OF NEW YORK, INC., a New York corporation having its principal offices at 4 Irving Place, New York, New York 10003 (“Con Edison”) and NEW YORK TRANSCO LLC, a New York limited liability company having its principal offices at c/o Consolidated Edison Transmission, LLC, 4 Irving Place, New York, New York 10003 (“Transco”; together with Con Edison, the “Parties” and each, a “Party”).
FOURTH AMENDMENT TO INDEMNIFICATION AND REIMBURSEMENT AGREEMENTIndemnification and Reimbursement Agreement • April 23rd, 2021 • Honeywell International Inc • Aircraft engines & engine parts
This Fourth Amendment to INDEMNIFICATION AND REIMBURSEMENT AGREEMENT (this “Amendment”), dated as of February 12, 2021, by and between (i) Honeywell International Inc., a corporation organized under the Laws of the State of Delaware (“Indemnitee” or “Honeywell”), and (ii) Resideo Intermediate Holding Inc., a corporation organized under the Laws of the State of Delaware (“Indemnitor”), amends that certain Indemnification and Reimbursement Agreement, dated October 14, 2018, by and between (A) Honeywell and (B) New HAPI Inc., a corporation organized under the Laws of the State of Delaware (subsequently assigned to Indemnitor), as amended from time to time prior to the date hereof (as so amended, the “Indemnification and Reimbursement Agreement”). Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Indemnification and Reimbursement Agreement.
