TRANSITION SERVICES AGREEMENT by and between HONEYWELL INTERNATIONAL INC. and GARRETT TRANSPORTATION I INC. Dated as of , 2018Transition Services Agreement • June 8th, 2018 • Garrett Transportation Systems Inc. • Motor vehicle parts & accessories • New York
TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of , 2018, by and between HONEYWELL INTERNATIONAL INC., a Delaware corporation (“Honeywell”), and GARRETT TRANSPORTATION I INC., a Delaware corporation (“TS Subsidiary”).
SEPARATION AND DISTRIBUTION AGREEMENT by and between HONEYWELL INTERNATIONAL INC. and GARRETT TRANSPORTATION SYSTEMS INC. Dated as of , 2018Separation and Distribution Agreement • June 8th, 2018 • Garrett Transportation Systems Inc. • Motor vehicle parts & accessories • New York
SEPARATION AND DISTRIBUTION AGREEMENT, dated as of , 2018, by and between HONEYWELL INTERNATIONAL INC., a Delaware corporation (“Honeywell”), and GARRETT TRANSPORTATION SYSTEMS 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 • June 8th, 2018 • Garrett Transportation Systems Inc. • Motor vehicle parts & accessories • New York
FORM OF TAX MATTERS AGREEMENT (this “Agreement”), dated as of [●], 2018, by and between HONEYWELL INTERNATIONAL INC., a Delaware corporation (“HII”), GARRETT TRANSPORTATION SYSTEMS INC., a Delaware corporation (“SpinCo”) and, solely for purposes of Section 3.02(g), HONEYWELL ASIA PACIFIC INC., a Delaware corporation (“HAPI”) and NEW ALLIEDSIGNAL AEROSPACE SERVICE CORP., a Delaware corporation (“New ASASCO” and, together with HII, SpinCo and HAPI, the “Parties”).
EMPLOYEE MATTERS AGREEMENT By and Between HONEYWELL INTERNATIONAL INC. and GARRETT TRANSPORTATION SYSTEMS INC. Dated as of [ ], 2018Employee Matters Agreement • June 8th, 2018 • Garrett Transportation Systems Inc. • Motor vehicle parts & accessories
EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of [ ], 2018, by and between HONEYWELL INTERNATIONAL INC., a Delaware corporation (“Honeywell”), and GARRETT TRANSPORTATION SYSTEMS INC., a Delaware corporation (“SpinCo” and, together with Honeywell, the “Parties”).
TRADEMARK LICENSE AGREEMENT by and between HONEYWELL INTERNATIONAL INC. and GARRETT TRANSPORTATION SYSTEMS INC. Dated as of , 2018Trademark License Agreement • June 8th, 2018 • Garrett Transportation Systems Inc. • Motor vehicle parts & accessories • New York
TRADEMARK LICENSE AGREEMENT, dated as of , 2018 (this “Agreement”), by and between HONEYWELL INTERNATIONAL INC., a Delaware corporation (“Licensor”), and GARRETT TRANSPORTATION SYSTEMS INC., a Delaware corporation (“Licensee”).
INTELLECTUAL PROPERTY AGREEMENT by and between HONEYWELL INTERNATIONAL INC. and GARRETT TRANSPORTATION SYSTEMS INC. Dated as of , 2018Intellectual Property Agreement • June 8th, 2018 • Garrett Transportation Systems Inc. • Motor vehicle parts & accessories • New York
INTELLECTUAL PROPERTY AGREEMENT, dated as of , 2018 (this “Agreement”), by and between HONEYWELL INTERNATIONAL INC., a Delaware corporation (“Honeywell”), and GARRETT TRANSPORTATION SYSTEMS INC., a Delaware corporation (“SpinCo”).
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”).
