GAAP means generally accepted accounting principles in the United States
of America in effect on the date of the indenture and from time to time.
guarantee means any obligation, contingent or
otherwise, of any person directly or indirectly guaranteeing any indebtedness of any other person and any obligation, direct or indirect, contingent or otherwise, of such person (1) to purchase or pay (or advance or supply funds for the
purchase or payment of) such indebtedness of such other person (whether arising by virtue of partnership arrangements, or by agreement to keep well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement
conditions or otherwise) or (2) entered into for purposes of assuring in any other manner the obligee of such indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided,
however, that the term guarantee will not include endorsements for collection or deposit in the ordinary course of business. The term guarantee, when used as a verb, has a correlative meaning.
incur means issue, assume, guarantee or otherwise become liable for.
indebtedness means, with respect to any person, obligations (other than
Non-recourse Obligations) of such person for borrowed money (including, without limitation, indebtedness for borrowed money evidenced by notes, bonds, debentures or similar instruments).
Non-recourse Obligation means indebtedness or other obligations substantially
related to the acquisition of assets not previously owned by Agilent or any direct or indirect subsidiaries of Agilent or the financing of a project involving the development or expansion of properties of Agilent or any direct or indirect
subsidiaries of Agilent, in each case as to which the obligee with respect to such indebtedness or obligation has no recourse to Agilent or any direct or indirect subsidiary of Agilent or such subsidiarys assets other than the assets which
were acquired with the proceeds of such transaction or the project financed with the proceeds of such transaction (and the proceeds thereof).
person means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock
company, trust, unincorporated organization or government or political subdivision thereof.
Principal Property means
Agilents principal offices in Santa Clara, California, each manufacturing facility, each research and development facility and each service and support facility (in each case including associated office facilities) located within or outside
the territorial limits of the United States of America owned by Agilent or any wholly owned subsidiaries of Agilent, except such as Agilents board of directors by resolution determines in good faith (taking into account, among other things,
the importance of such property to the business, financial condition and earnings of Agilent and its subsidiaries taken as a whole) not to be of material importance to the business of Agilent and its subsidiaries, taken as a whole.
Significant Subsidiary has the meaning set forth in Rule 1-02(w) of Regulation S-X under the Exchange Act.
subsidiary means, with respect to any
person (the parent) at any date, any corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the
ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of that date, owned, controlled or held by the parent or one or more subsidiaries of the parent or by the parent and one or more
subsidiaries of the parent.
Modification and Waiver
Subject to certain exceptions, the indenture may be amended with the consent of the holders of a majority in aggregate principal amount of the
outstanding debt securities of all series affected by such amendment (including
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