accepted accounting principles and (vi) all Indebtedness of others consolidated in such balance sheet that is guaranteed by JCI plc or any of its subsidiaries or for which JCI plc or any of
its subsidiaries is legally responsible or liable (whether by agreement to purchase indebtedness of, or to supply funds or to invest in, others).
Intangible assets means the amount, if any, stated under the headings Goodwill and Other
intangible assets, net or under any other heading of intangible assets separately listed, in each case on the face of the most recently prepared consolidated balance sheet of the Company and its subsidiaries as of the end of a fiscal
quarter of JCI plc, prepared in accordance with United States generally accepted accounting principles as in effect on the date of the consolidated balance sheet.
Investment Grade means a rating of Baa3 or better by Moodys (or its equivalent under any successor rating category of
Moodys) and a rating of BBB or better by S&P (or its equivalent under any successor rating category of S&P), and the equivalent investment grade credit rating from any replacement rating agency or rating agencies selected by us
under the circumstances permitting us to select a replacement rating agency and in the manner for selecting a replacement rating agency, in each case as set forth in the definition of Rating Agency.
Moodys means Moodys Investors Service, Inc., a subsidiary of Moodys Corporation, and its successors.
Officer means any manager, director, any managing director, the chairman or any vice chairman of the Board of Directors or
a board of managers, as applicable, the chief executive officer, the president, the chief financial officer, any vice president, the treasurer, any assistant treasurer, the secretary or any assistant secretary, or any equivalent of the foregoing, of
the Company or the Co-Issuer, as applicable, or any Person duly authorized to act for or on behalf of the Company or the Co-Issuer, as applicable.
Officers Certificate means a certificate, signed by any Officer of JCI plc and/or the
Co-Issuer, as the case may be, that is delivered to the Trustee in accordance with the terms of the Indenture.
Opinion of Counsel means a written opinion acceptable to the Trustee from legal counsel licensed in any State of the United
States of America and applying the laws of such State. The counsel may be an employee of or counsel to either Issuer.
Person means any individual, corporation, partnership, limited liability company, business trust, association, joint-stock
company, joint venture, trust, incorporated or unincorporated organization or government or any agency or political subdivision thereof.
Principal Property means any manufacturing, processing or assembly plant or any warehouse or distribution facility, or any
office or parcel of real property (including fixtures but excluding leases and other contract rights which might otherwise be deemed real property) of JCI plc or any of its subsidiaries that is used by any U.S. Subsidiary of JCI plc and is located
in the United States of America (excluding its territories and possessions and Puerto Rico) and (A) is owned by JCI plc or any subsidiary of JCI plc on the date the Notes are issued, (B) the initial construction of which has been completed
after the date on which the Notes are issued, or (C) is acquired after the date on which the Notes are issued, in each case, other than any such plants, facilities, warehouses or portions thereof, that in the opinion of the Board of Directors
of JCI plc, are not collectively of material importance to the total business conducted by JCI plc and its subsidiaries as an entirety, or that have a net book value (excluding any capitalized interest expense), on the date the Notes are issued in
the case of clause (A) of this definition, on the date of completion of the initial construction in the case of clause (B) of this definition or on the date of acquisition in the case of clause (C) of this definition, of less than
2.0% of Consolidated Tangible Assets on the consolidated balance sheet of JCI plc and its subsidiaries as of the applicable date.
Rating Agency means each of Moodys and S&P; provided, that if any of Moodys or S&P ceases to provide
rating services to issuers or investors, we may appoint another nationally recognized statistical rating
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