This excerpt taken from the HON 8-K filed Jun 11, 2008.
2.4 Allocation of Purchase Price.
(a) The portion of the Purchase Price allocated to the Equity Interests in each of the Transferred Entities and to the Purchased Assets (net of Assumed Liabilities) of Honeywell UK shall be as set forth on Exhibit A1; provided, however, in the event that the payment of the Stock Consideration according to the existing allocation in Exhibit A1 has a material adverse consequence to one or more of the Purchasers individually or in the aggregate, then the parties shall revise the amounts set forth under the Cash and Purchaser's Stock columns in Exhibit A1 prior to Closing to allocate the Stock Consideration to the Purchased Assets of Honeywell and the Cash Consideration to the Equity Interests and the Purchased Assets of Honeywell UK to the extent necessary to reduce or eliminate such adverse consequence. This allocation shall be binding on the parties for federal, state, local, foreign and other Tax reporting purposes, and no party will assert or maintain a position inconsistent with this allocation. The amounts set forth for the Transferred Entities on Exhibit A1 shall be revised to reflect any Purchase Price adjustments made under Section 1.7.
(b) The balance of the Purchase Price as also set forth on Exhibit A1 plus those Assumed Liabilities of Honeywell that constitute liabilities for federal income tax purposes (the