Asbestos Matters. Neither the Borrower nor any Subsidiary of the Borrower (a) manufactures, produces or sells any product containing asbestos; or (b) has manufactured, produced or sold any product containing asbestos prior to the Effective Date which would reasonably be expected to have a Material Adverse Effect.
Asbestos Matters. Like many other industrial companies, Honeywell is a defendant in personal injury actions related to asbestos. We did not mine or produce asbestos, nor did we make or sell insulation products or other construction materials that have been identified as the primary cause of asbestos related disease in the vast majority of claimants. Products containing asbestos previously manufactured by Honeywell or by previously owned subsidiaries primarily fall into two general categories; refractory products and friction products. Refractory Products—Honeywell owned North American Refractories Company (NARCO) from 1979 to 1986. NARCO produced refractory products (high temperature bricks and cement) which were sold largely to the steel industry in the East and Midwest. Less than 2 percent of NARCO’s products contained asbestos. When we sold the NARCO business in 1986, we agreed to indemnify NARCO with respect to personal injury claims for products that had been discontinued prior to the sale (as defined in the sale agreement). NARCO retained all liability for all other claims. On January 4, 2002, NARCO filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code. As a result of the NARCO bankruptcy filing, all of the claims pending against NARCO are automatically stayed pending the reorganization of NARCO. In addition, the bankruptcy court enjoined both the filing and prosecution of NARCO-related asbestos claims against Honeywell. Although the stay has remained in effect continuously since January 4, 2002, there is no assurance that such stay will remain in effect. In connection with NARCO’s bankruptcy filing, we paid NARCO’s parent company $40 million and agreed to provide NARCO with up to $20 million in financing. We also agreed to pay $20 million to NARCO’s parent company upon the filing of a plan of reorganization for NARCO acceptable to Honeywell (which amount was paid in December 2005 following the filing of NARCO’s Third Amended Plan of Reorganization), and to pay NARCO’s parent company $40 million, and to forgive any outstanding NARCO indebtedness, upon the confirmation and consummation, respectively, of such a plan. We believe that, as part of the NARCO plan of reorganization, a trust will be established for the benefit of all asbestos claimants, current and future, pursuant to Trust Distribution Procedures negotiated with the NARCO Committee of Asbestos Creditors and the Court-appointed legal representative for future asbestos claimants. If the trust i...
Asbestos Matters. “Asbestos Matters” shall mean any and all Losses (including, without limitation, any actual or alleged personal injury (including death) or property damage) relating to, incurred in connection with or arising out of: (i) the actual or alleged manufacture, processing, marketing, distribution, sale, assembly, treatment, storage, transportation, disposal, installation, removal, disturbance, dismantling, handling or use of Asbestos as of or prior to the Closing Date, by or on behalf of the Companies, any of their current or former Subsidiaries or Affiliates or any of their respective predecessors, in each case regardless of when such actual or alleged exposure, damage or injury occurs or occurred, when any such actual or alleged Losses become or became known or manifest or when any claim accrues; or (ii) the actual or alleged presence of or exposure of any Person to any Asbestos as of or prior to the Closing Date at any real property currently owned, operated, leased or occupied by the Companies, any of their current or former Subsidiaries or Affiliates or any of their respective predecessors or the actual or alleged presence of or exposure of any person to Asbestos prior to, as of, or after the Closing Date with respect to any real property formerly owned, operated, leased or occupied by the Companies, any of their current or former Subsidiaries or Affiliates or any of their respective predecessors, in each case regardless of when such actual or alleged exposure, damage or injury occurs or occurred, when any such actual or alleged Losses become or became known or manifest or when any claim accrues; provided, however, Asbestos Matters shall not include any costs associated with the Abatement of any Asbestos contained in any building materials or any other alleged property damage relating to Asbestos at any real property currently owned, operated, leased or occupied by the Companies or any Subsidiaries to the extent such Asbestos is in compliance with applicable Asbestos Laws as of the Closing Date.
Asbestos Matters. 6.23 Use of Proceeds 6.24 Anti-Terrorism Law.
Asbestos Matters. Except as disclosed in Section 2.24 of the Disclosure Schedule or in a document listed in the Disclosure Schedule:
Asbestos Matters. Neither Company nor any of its Subsidiaries (a) manufactures, produces or sells any product containing ----------------- asbestos; or (b) has manufactured, produced or sold any product containing asbestos prior to the Effective Date.
Asbestos Matters. To the extent any Damages therefor have been discharged in the OC Bankruptcy Plan of Reorganization or are covered by the 524(g) Injunction relating to or arising out of Asbestos Materials or Asbestos Laws, Xxxxx Corning has no obligation to indemnify, defend or hold harmless any SG Indemnified Party or Company Indemnified Party for any Damages relating to or arising out of any Asbestos Materials or Asbestos Laws.
Asbestos Matters. 105 ARTICLE VII AFFIRMATIVE COVENANTS 105 7.1 Financial Statements................................................................... 105 7.2 Certificates; Other Information........................................................ 106 7.3 Notices................................................................................ 108 7.4 Conduct of Business and Maintenance of Existence....................................... 109 7.5 Payment of Obligations................................................................. 109 7.6 Inspection of Property, Books and Records.............................................. 110 7.7 ERISA.................................................................................. 110 7.8 Maintenance of Property, Insurance..................................................... 111 7.9 Environmental Laws..................................................................... 112 7.10 Interest Rate Protection............................................................... 113 7.11 Use of Proceeds........................................................................ 113 7.12 Additional Security; Further Assurances................................................ 113 7.13 End of Fiscal Years; Fiscal Quarters................................................... 115 7.14 Maintenance of Corporation Separateness................................................ 115 7.15 Foreign Subsidiaries Security.......................................................... 115
Asbestos Matters. 116 6.23 Refinancing Transactions ............................................................. 116 6.24 Foreign Pension Matters .............................................................. 116 6.25 Lines of Business .................................................................... 117
Asbestos Matters. Neither the Company nor any Subsidiary of the Company (a) manufactures, produces or sells any product containing asbestos; or (b) has manufactured, produced or sold any product containing asbestos prior to the Initial Borrowing Date which could reasonably be expected to have a Material Adverse Effect.
