Common use of Authority; No Conflicts; Governmental Consents; Corporate Matters Clause in Contracts

Authority; No Conflicts; Governmental Consents; Corporate Matters. (a) Seller (i) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and (ii) has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the nature of its business or the ownership of its properties makes qualification necessary, except where the failure to be so qualified would not reasonably be likely to have a Material Adverse Effect on the Seller. Seller has made available to Purchaser true and complete copies of the Seller Charter and Seller Bylaws in effect on the date hereof. No corporate action has been taken with respect to any amendment to the Seller Charter or the Seller Bylaws (except for any such amendments that have become effective and are reflected in the copies of the Seller Charter and the Seller Bylaws delivered by Seller to Purchaser as described in the preceding sentence) and no such corporate action is currently proposed. Seller’s minute books, true and complete copies of which have been made available to Purchaser, contain the minutes (or draft copies of the minutes) of all meetings of directors and stockholders of Seller since January 1, 2002 until the date hereof, and (subject to the proviso below) such minutes accurately and fairly reflect in all material respects the actions taken at such meetings; provided, however, that Seller shall have no obligation to make available to Purchaser any draft minutes and shall be permitted to redact portions of minutes that relate to the sale of the North America Business, or of the Seller or the Canadian Subsidiary, and negotiations with the parties to this Agreement, their respective Affiliates and other parties. (b) Each of Seller and the Canadian Subsidiary has all requisite corporate power and authority to enter into this Agreement and the Transaction Documents and, subject to Seller obtaining the approval of its stockholders specified in Section 4.15, to perform its obligations hereunder and consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each of Seller and the Canadian Subsidiary of this Agreement and the Transaction Documents and the consummation by each of Seller and the Canadian Subsidiary of the transactions contemplated hereby and thereby have been duly and validly authorized by the Seller Board and the board of directors of the Canadian Subsidiary, respectively, and by all other necessary corporate action on the part of each of Seller and the Canadian Subsidiary, subject, in the case of the consummation by Seller and the Canadian Subsidiary of the transactions contemplated hereby and thereby, to the approval of the Seller’s stockholders described in the previous sentence. This Agreement has been duly executed and delivered by Seller and the Canadian Subsidiary and is, and each of the Transaction Documents, when duly executed and delivered by Seller and the Canadian Subsidiary, as applicable, will be, assuming due and valid authorization and delivery by Purchaser, in each case, a valid and binding obligation of Seller and the Canadian Subsidiary, enforceable against Seller and the Canadian Subsidiary, as applicable, in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). (c) The execution and delivery by each of Seller and the Canadian Subsidiary of this Agreement does not and the execution and delivery of the Transaction Documents will not, and the performance by each of Seller and the Canadian Subsidiary of its obligations hereunder or thereunder and the consummation by each of Seller and the Canadian Subsidiary of the transactions contemplated hereby and thereby will not: (i) assuming approval and adoption of the Acquisition Proposal by the Seller’s stockholders as contemplated by Section 4.15, conflict with or violate the Seller Charter or the Seller Bylaws or the charter, bylaws or similar organizational documents of any Subsidiary of Seller; (ii) require any consent, approval, order or authorization of or other action by any Governmental Authority (a “Governmental Consent”) or any registration, qualification, declaration or filing with or notice to any Governmental Authority (a “Governmental Filing”), in each case on the part of Seller or any Subsidiary of Seller, except for (A) the Governmental Consents and Governmental Filings with foreign, state and local Governmental Authorities described in Section 4.1(c)(ii) of the Seller Disclosure Letter, (B) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the HSR Act, and (C) the filing with the Commission of (1) the Proxy Statement as contemplated by Section 3.2 and (2) such reports under Sections 13(a), 13(d) or 15(d) of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated hereby; (iii) except as described on Section 4.1(c)(iii) of the Seller Disclosure Letter, require, on the part of Seller or any Subsidiary of Seller, any consent by or approval or authorization of or notice to any other Person (other than a Governmental Authority), under any Assigned Contract; (iv) conflict with or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination under, or acceleration of any obligation or any increase in any payment required by (any such conflict, violation, breach, default, right of termination or acceleration or increase, a “Violation”), any Contract, except for such Violations that would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the North America Business or the Transferred Assets; or (v) assuming approval and adoption of the Acquisition Proposal by the Seller’s stockholders as described in Section 4.15 and assuming that the Governmental Consents and Governmental Filings specified in subclause (ii) of this Section 4.1(c) are obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to Seller or any Subsidiary of Seller, or by which any of their respective properties or assets are bound, except for such Violations that would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the North America Business or the Transferred Assets. (d) The Canadian Subsidiary is a corporation, duly organized and validly existing under the laws of the jurisdiction in which it is organized and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which qualification is necessary. The Canadian Subsidiary has all necessary power and authority to own, lease and operate its properties and to conduct its business as it is now being conducted. Seller has heretofore made available to Purchaser true and complete copies of the certificate of incorporation and by-laws, or other comparable organizational and governing documents, of each of the Seller Subsidiary and the Canadian Subsidiary, each as currently in effect. Each of the Seller Subsidiary and the Canadian Subsidiary are directly or indirectly wholly owned Subsidiaries of Seller. The minute books of the Canadian Subsidiary, true and complete copies of which have been made available to Purchaser, contain the minutes (or draft copies of the minutes) of all meetings of directors and stockholders (or their respective equivalents) of the Canadian Subsidiary, and such minutes accurately and fairly reflect in all material respects the actions taken at such meetings; provided, however, that Seller shall have no obligation to make available to Purchaser any draft minutes and shall be permitted to redact portions of minutes that relate to the sale of the North America Business, or of the Seller or the Canadian Subsidiary, and negotiations with the parties to this Agreement, their respective Affiliates and other parties. (e) None of the Transferred Assets being disposed of under this Agreement constitute “taxable Canadian property” (within the meaning assigned to that term in the Income Tax Act (Canada)) of Seller.

Authority; No Conflicts; Governmental Consents; Corporate Matters. (a) Seller Each of Northrop Grumman, TRW, TRW Automotive, ▇▇▇▇▇-Varity, TRW UK, INO and Auto Newco is (iand Holdings, Auto Newco and VSSI at Closing will be) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and (ii) has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the nature of its business or the ownership of its properties makes qualification necessary, except where the failure to be so qualified would not reasonably be likely to have a Material Adverse Effect on the Seller. Seller has made available to Purchaser true incorporation and complete copies of the Seller Charter and Seller Bylaws in effect on the date hereof. No corporate action has been taken with respect to any amendment to the Seller Charter or the Seller Bylaws (except for any such amendments that have become effective and are reflected in the copies of the Seller Charter and the Seller Bylaws delivered by Seller to Purchaser as described in the preceding sentence) and no such corporate action is currently proposed. Seller’s minute books, true and complete copies of which have been made available to Purchaser, contain the minutes (or draft copies of the minutes) of all meetings of directors and stockholders of Seller since January 1, 2002 until the date hereof, and (subject to the proviso below) such minutes accurately and fairly reflect in all material respects the actions taken at such meetings; provided, however, that Seller shall have no obligation to make available to Purchaser any draft minutes and shall be permitted to redact portions of minutes that relate to the sale of the North America Business, or of the Seller or the Canadian Subsidiary, and negotiations with the parties to this Agreement, their respective Affiliates and other parties. (b) Each of Seller and the Canadian Subsidiary has all requisite corporate power and authority to enter into this Agreement and the Transaction Documents andAncillary Agreements to which it is or will be a party, subject and to Seller obtaining the approval of its stockholders specified in Section 4.15, to perform its obligations hereunder and consummate the transactions contemplated hereby and thereby. The SMLLC is a limited liability company duly formed, validly existing and in good standing under the laws of the state of Delaware. Each of the TRW Transferring Companies has, or will have at the time of such Transfers, all requisite corporate power and authority to consummate the Transfers. All corporate and limited liability company acts and other proceedings (including any stockholder or board approvals) required to be taken by each of Northrop Grumman, TRW, TRW Automotive and the Company to authorize the execution, delivery and performance by each of Seller and the Canadian Subsidiary of this Agreement and the Transaction Documents Ancillary Agreements, to which it is or will be a party and the consummation of the transactions hereby and thereby have been or (in the case of TRW, TRW Automotive, Holdings ▇▇▇▇▇-Varity, TRW UK, INO, Auto Newco, Auto Newco I and VSSI) will be as of the Closing, duly and properly taken. All corporate and limited liability company acts and other proceedings (including any stockholder, member or board approvals) required to be taken by each of Seller the TRW Transferring Companies to consummate the Transfers have been, or will be at the time of such Transfers, duly and properly taken. This Agreement has been or (in the case of TRW and TRW Automotive) will be as of the TRW Execution Date, and each of the Ancillary Agreements, when executed will be, duly executed and delivered by each of Northrop Grumman, TRW, TRW Automotive and the Canadian Subsidiary Company, as applicable, and each constitutes, or will when executed constitute, a valid and binding obligation of each of Northrop Grumman, TRW, TRW Automotive and the Company, as applicable, enforceable against each of Northrop Grumman, TRW, TRW Automotive and the Company, as the case may be, in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The execution and delivery of this Agreement does not, and of the Ancillary Agreements will not, and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by compliance with the Seller Board and the board of directors of the Canadian Subsidiary, respectively, and by all other necessary corporate action on the part of each of Seller and the Canadian Subsidiary, subject, in the case of the consummation by Seller and the Canadian Subsidiary of the transactions contemplated hereby and thereby, to the approval of the Seller’s stockholders described in the previous sentence. This Agreement has been duly executed and delivered by Seller and the Canadian Subsidiary and is, and each of the Transaction Documents, when duly executed and delivered by Seller and the Canadian Subsidiary, as applicable, will be, assuming due and valid authorization and delivery by Purchaser, in each case, a valid and binding obligation of Seller and the Canadian Subsidiary, enforceable against Seller and the Canadian Subsidiary, as applicable, in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). (c) The execution and delivery by each of Seller and the Canadian Subsidiary of this Agreement does not and the execution and delivery of the Transaction Documents Ancillary Agreements will not, and the performance by each of Seller and the Canadian Subsidiary of its obligations hereunder or thereunder and the consummation by each of Seller and the Canadian Subsidiary of the transactions contemplated hereby and thereby will not: (i) assuming approval and adoption of the Acquisition Proposal by the Seller’s stockholders as contemplated by Section 4.15, conflict with or violate the Seller Charter or the Seller Bylaws or the charter, bylaws or similar organizational documents of any Subsidiary of Seller; (ii) require any consent, approval, order or authorization of or other action by any Governmental Authority (a “Governmental Consent”) or any registration, qualification, declaration or filing with or notice to any Governmental Authority (a “Governmental Filing”), in each case on the part of Seller or any Subsidiary of Seller, except for (A) the Governmental Consents and Governmental Filings with foreign, state and local Governmental Authorities described in Section 4.1(c)(ii) of the Seller Disclosure Letter, (B) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the HSR Act, and (C) the filing with the Commission of (1) the Proxy Statement as contemplated by Section 3.2 and (2) such reports under Sections 13(a), 13(d) or 15(d) of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated hereby; (iii) except as described on Section 4.1(c)(iii) of the Seller Disclosure Letter, require, on the part of Seller or any Subsidiary of Seller, any consent by or approval or authorization of or notice to any other Person (other than a Governmental Authority), under any Assigned Contract; (iv) conflict with or result in any violation or breach of or default not (with or without notice or lapse of time, or both) ), conflict with, or result in any violation of or default under, or give rise to a right of termination undertermination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any increase Lien (not including Permitted Liens) upon any of the properties or assets of TRW or the Company or any of its Subsidiaries under, any provision of (i) the certificate of incorporation, by-laws, regulations or other organizational or governing documents of Northrop Grumman, TRW, TRW Automotive, the Company or any of its Subsidiaries, (ii) any Permit, or Contract of a type that is required to be disclosed on Schedule 5.8 to the Northrop Grumman Disclosure Letter or would be required to be disclosed on Schedule 5.8 to the Northrop Grumman Disclosure Letter had such Contract been entered into as of the date of this Agreement, of Northrop Grumman, TRW, TRW Automotive or the Company or any of its Subsidiaries or (iii) any Order or, subject to the matters described in clauses (i)-(iii) of paragraph (c) below, Law applicable to Northrop Grumman, TRW, TRW Automotive or the Company or any payment required by of its Subsidiaries or their respective property or assets, other than, in the case of clauses (ii) and (iii) above, any such conflictconflicts, violationviolations, breachdefaults, default, right of termination rights or acceleration or increase, a “Violation”), any Contract, except for such Violations that would notLiens that, individually or in the aggregate, would not result in any material loss, cost or expense. (c) No material Consent, material Permit or material Order of, or registration, declaration, notice or filing with, any Governmental Body is required to be reasonably expected to have a Material Adverse Effect on obtained or made by Northrop Grumman, the North America Business TRW Participants or the Transferred Assets; or (v) assuming approval Company or any of its Subsidiaries in connection with the execution, delivery and adoption performance of this Agreement or the Ancillary Agreements or the consummation of the Acquisition Proposal by transactions contemplated hereby and thereby (excluding the Seller’s stockholders Transfers; provided, that TRW shall or shall cause the TRW Participants to obtain any and all such Consents necessary to effectuate the Transfers), other than (i) compliance with and filings under the Securities Exchange Act of 1934, as described in Section 4.15 amended, and assuming that the Governmental Consents rules and Governmental Filings specified in subclause regulations promulgated thereunder (the "EXCHANGE ACT"), (ii) compliance with and filings under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of this Section 4.1(c1976 and the rules and regulations promulgated thereunder (the "HSR ACT") are and the Competition Act (Canada) and (iii) those that, if not made or obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to Seller or any Subsidiary of Seller, or by which any of their respective properties or assets are bound, except for such Violations that would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on would not materially hinder or materially delay the North America Business Closing or the Transferred Assetsresult in any material loss, cost or expense. (d) The Canadian Subsidiary Each of the Subsidiaries of the Company incorporated or organized under the laws of any jurisdiction in the United States is a corporationduly incorporated, duly organized and validly existing and in good standing under the laws of the jurisdiction in which it is organized and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which qualification is necessary. The Canadian Subsidiary has all necessary requisite corporate power and authority to own, lease and operate its properties and to conduct its business as it is now being conducted. Seller has heretofore made available to Purchaser true and complete copies Each of the certificate Subsidiaries of incorporation the Company incorporated in a jurisdiction outside of the United States and by-laws, or other comparable organizational and governing documents, of each of the Seller Subsidiary Automotive Affiliates is duly incorporated, validly existing and in good standing under the Canadian Subsidiarylaws of the jurisdiction in which it is organized (to the extent such status is applicable and can be determined) and has all requisite corporate power and authority to own, each lease and operate its properties and to conduct its business as currently it is now being conducted, except where the failure of such would not result in effectany material loss, cost or expense. Each of the Seller Subsidiary Company and its Subsidiaries incorporated or organized under the Canadian Subsidiary are directly laws of any jurisdiction in the United States is duly licensed or indirectly wholly owned Subsidiaries qualified and in good standing as a foreign corporation in each jurisdiction in which the ownership of Seller. The minute books its property or the nature of the Canadian Subsidiarybusiness conducted by it is such as to require it to be so licensed or qualified, true and complete copies of which except where the failure to be so licensed or qualified or in good standing would not have been made available to Purchaser, contain the minutes (or draft copies of the minutes) of all meetings of directors and stockholders (or their respective equivalents) of the Canadian Subsidiary, and such minutes accurately and fairly reflect in all material respects the actions taken at such meetings; provided, however, that Seller shall have no obligation to make available to Purchaser any draft minutes and shall be permitted to redact portions of minutes that relate to the sale of the North America Business, or of the Seller or the Canadian Subsidiary, and negotiations with the parties to this Agreement, their respective Affiliates and other partiesa Material Adverse Effect. (e) None of the Transferred Assets being disposed Company or its Subsidiaries has granted any outstanding options, warrants, rights or other securities convertible into or exchangeable or exercisable for its shares of under this Agreement constitute “taxable Canadian property” (within capital stock or any other commitments or agreements providing for the meaning assigned issuance or sale of additional shares, the sale of treasury shares, or for the repurchase or redemption of the Company's or any such Subsidiary's shares. There are no agreements of any kind that obligate any of the Company or its Subsidiaries to that term in the Income Tax Act (Canada)) issue, purchase, redeem or otherwise acquire any of Sellerits shares.

Authority; No Conflicts; Governmental Consents; Corporate Matters. (a) Seller CAMS (i) is a corporation limited liability company duly incorporatedformed, validly existing and in good standing under the laws Laws of the State of Delaware and (ii) has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the nature of its business or the ownership of its properties makes qualification necessary, except where the failure to be so qualified would not reasonably be likely to have a Material Adverse Effect on the Seller. Seller has made available to Purchaser true and complete copies of the Seller Charter and Seller Bylaws in effect on the date hereof. No corporate action has been taken with respect to any amendment to the Seller Charter or the Seller Bylaws (except for any such amendments that have become effective and are reflected in the copies of the Seller Charter and the Seller Bylaws delivered by Seller to Purchaser as described in the preceding sentence) and no such corporate action is currently proposed. Seller’s minute books, true and complete copies of which have been made available to Purchaser, contain the minutes (or draft copies of the minutes) of all meetings of directors and stockholders of Seller since January 1, 2002 until the date hereof, and (subject to the proviso below) such minutes accurately and fairly reflect in all material respects the actions taken at such meetings; provided, however, that Seller shall have no obligation to make available to Purchaser any draft minutes and shall be permitted to redact portions of minutes that relate to the sale of the North America Business, or of the Seller or the Canadian Subsidiary, and negotiations with the parties to this Agreement, their respective Affiliates and other parties. (b) StarNet (i) is a limited partnership duly formed, validly existing and in good standing under the Laws of the Commonwealth of Pennsylvania and (ii) has all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. (c) StarNet LLC (i) is a limited liability company duly formed, validly existing and in good standing under the Laws of the Commonwealth of Pennsylvania and (ii) has all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. (d) Each of Seller and the Canadian Subsidiary has all requisite corporate power and authority to enter into this Agreement and the Transaction Documents and, subject to Seller obtaining the approval of its stockholders specified in Section 4.15, to perform its obligations hereunder and consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by each of Seller and the Canadian Subsidiary Sellers of this Agreement and the Transaction Documents and the consummation by each of Seller and the Canadian Subsidiary of the transactions contemplated hereby and thereby have been duly and validly authorized by the Seller Board Members and the board of directors of the Canadian Subsidiary, respectively, StarNet LLC and by all other necessary corporate action on the part of each of Seller and the Canadian Subsidiary, subject, in the case of the consummation by Seller and the Canadian Subsidiary of the transactions contemplated hereby and thereby, to the approval of the Seller’s stockholders described in the previous sentence. This Agreement has been duly executed and delivered by each Seller and the Canadian Subsidiary and is, and each of the Transaction Documents, when duly executed and delivered by Seller and the Canadian Subsidiary, as applicable, will beand, assuming due execution and delivery and valid authorization by Parent and delivery by Purchaser, in each case, is a valid and binding obligation of Seller and the Canadian Subsidiaryeach Seller, enforceable against each Seller and the Canadian Subsidiary, as applicable, in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). (ce) The execution execution, delivery and delivery performance by each of Seller and the Canadian Subsidiary of this Agreement does not not, and of the other Transaction Documents to which it is a party will not, (i) violate or conflict with the organizational or governing documents of each Seller, (ii) conflict with or violate any Law, rule, regulation, order, writ, judgment, Injunction, decree, determination or award applicable to each Seller or by which any of the assets or properties of the Business are bound or affected, or (iii) result in any breach of, or constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any Lien (other than Permitted Liens) on the Transferred Assets pursuant to, any Contract to which a Seller is a party or by which any of the Transferred Assets are bound or affected, except for the consents, approvals, authorizations, and acknowledgements set forth on Section 4.1(e) of the Sellers Disclosure Letter. (f) No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, or notification to, any Governmental Authority is required to be obtained or made by or with respect to each Seller in connection with the execution and delivery of the Transaction Documents will not, and the performance by each of Seller and the Canadian Subsidiary of its obligations hereunder or thereunder and the consummation by each of Seller and the Canadian Subsidiary of the transactions contemplated hereby and thereby will not: (i) assuming approval and adoption of the Acquisition Proposal by the Seller’s stockholders as contemplated by Section 4.15, conflict with or violate the Seller Charter or the Seller Bylaws or the charter, bylaws or similar organizational documents of any Subsidiary of Seller; (ii) require any consent, approval, order or authorization of or other action by any Governmental Authority (a “Governmental Consent”) or any registration, qualification, declaration or filing with or notice to any Governmental Authority (a “Governmental Filing”), in each case on the part of Seller or any Subsidiary of Sellerthereby, except for (A) the Governmental Consents and Governmental Filings with foreign, state and local Governmental Authorities described as set forth in Section 4.1(c)(ii4.1(f) of the Seller Sellers Disclosure Letter. (g) Except as set forth in Section 4.1(g) of the Sellers Disclosure Letter, (B) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the HSR Actno Seller holds, and (C) the filing with the Commission of (1) the Proxy Statement as contemplated by Section 3.2 and (2) such reports under Sections 13(a), 13(d) or 15(d) of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated hereby; (iii) except as described on Section 4.1(c)(iii) of the Seller Disclosure Letter, require, on the part of Seller or any Subsidiary of Sellernor has ever held, any consent by or approval or authorization of or notice to interest in any other Person (and no part of the Business is owned by or conducted through any Person other than a Governmental Authority), under Sellers and their employees. No Person other than StarNet LLC and the Members holds any Assigned Contract; (iv) conflict with or result in any violation or breach of or default (with or without notice or lapse of timeinterest, or both) underhas any right or option to acquire any interest, or give rise to a right of termination under, or acceleration of any obligation or any increase in any payment required by (any such conflict, violation, breach, default, right of termination or acceleration or increase, a “Violation”), any Contract, except for such Violations that would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the North America Business or the Transferred Assets; or (v) assuming approval and adoption of the Acquisition Proposal by the Seller’s stockholders as described in Section 4.15 and assuming that the Governmental Consents and Governmental Filings specified in subclause (ii) of this Section 4.1(c) are obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to Seller or any Subsidiary of Seller, or by which any of their respective properties or assets are bound, except for such Violations that would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the North America Business or the Transferred AssetsSellers. (d) The Canadian Subsidiary is a corporation, duly organized and validly existing under the laws of the jurisdiction in which it is organized and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which qualification is necessary. The Canadian Subsidiary has all necessary power and authority to own, lease and operate its properties and to conduct its business as it is now being conducted. Seller has heretofore made available to Purchaser true and complete copies of the certificate of incorporation and by-laws, or other comparable organizational and governing documents, of each of the Seller Subsidiary and the Canadian Subsidiary, each as currently in effect. Each of the Seller Subsidiary and the Canadian Subsidiary are directly or indirectly wholly owned Subsidiaries of Seller. The minute books of the Canadian Subsidiary, true and complete copies of which have been made available to Purchaser, contain the minutes (or draft copies of the minutes) of all meetings of directors and stockholders (or their respective equivalents) of the Canadian Subsidiary, and such minutes accurately and fairly reflect in all material respects the actions taken at such meetings; provided, however, that Seller shall have no obligation to make available to Purchaser any draft minutes and shall be permitted to redact portions of minutes that relate to the sale of the North America Business, or of the Seller or the Canadian Subsidiary, and negotiations with the parties to this Agreement, their respective Affiliates and other parties. (e) None of the Transferred Assets being disposed of under this Agreement constitute “taxable Canadian property” (within the meaning assigned to that term in the Income Tax Act (Canada)) of Seller.

Authority; No Conflicts; Governmental Consents; Corporate Matters. (a) Seller (i) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and (ii) has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conductedDelaware. Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the nature of its business or the ownership of its properties makes qualification necessary, except where the failure to be so qualified would not reasonably be likely to have a Material Adverse Effect on the Seller. Seller has made available to Purchaser true and complete copies of the Seller Charter and Seller Bylaws in effect on the date hereof. No corporate action has been taken with respect to any amendment to the Seller Charter or the Seller Bylaws (except for any such amendments that have become effective and are reflected in the copies of the Seller Charter and the Seller Bylaws delivered by Seller to Purchaser as described in the preceding sentence) and no such corporate action is currently proposed. Seller’s minute books, true and complete copies of which have been made available to Purchaser, contain the minutes (or draft copies of the minutes) of all meetings of directors and stockholders of Seller since January 1, 2002 until the date hereof, and (subject to the proviso below) such minutes accurately and fairly reflect in all material respects the actions taken at such meetings; provided, however, that Seller shall have no obligation to make available to Purchaser any draft minutes and shall be permitted to redact portions of minutes that relate to the sale of the North America Business, or of the Seller or the Canadian Subsidiary, and negotiations with the parties to this Agreement, their respective Affiliates and other parties. (b) Each of Seller and the Canadian Subsidiary has all requisite corporate power and authority to enter into this Agreement and the Transaction Documents and, subject and to Seller obtaining the approval of its stockholders specified in Section 4.15, to perform its obligations hereunder and consummate the transactions contemplated hereby Transactions. All corporate acts and thereby. The other proceedings required to be taken by Seller to authorize the execution, delivery and performance by each of Seller and the Canadian Subsidiary of this Agreement and the Transaction Documents and the consummation by each of Seller and the Canadian Subsidiary of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by the Seller Board and the board of directors of the Canadian Subsidiaryproperly taken, respectivelyincluding, and by all other necessary corporate action on the part of each of Seller and the Canadian Subsidiarywithout limitation, subject, in the case of the consummation by Seller and the Canadian Subsidiary of the transactions contemplated hereby and thereby, to the approval of the Seller’s stockholders described in the previous sentenceany shareholder approvals. This Agreement has been duly executed and delivered by Seller and the Canadian Subsidiary and isbeen, and each of the Transaction Documents, when executed, will be, duly executed and delivered by Seller and the Canadian Subsidiary, as applicable, will be, assuming due and valid authorization and delivery by Purchaser, in each case, constitute a valid and binding obligation of Seller and the Canadian SubsidiarySeller, enforceable against Seller and the Canadian Subsidiary, as applicable, in accordance with its terms (their respective terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or and other similar laws relating to or affecting creditors’ ' rights generally, generally or by general equitable principles governing the availability (regardless of equitable remedieswhether such enforceability is considered in a proceeding in equity or at law). (cb) The execution and delivery by each of Seller and the Canadian Subsidiary of this Agreement does not and not, the execution and delivery of the other Transaction Documents will not, and the performance by each of Seller and the Canadian Subsidiary of its obligations hereunder or thereunder and the consummation by each of Seller and the Canadian Subsidiary of the transactions contemplated hereby Transactions and thereby will not: (i) assuming approval and adoption compliance with the terms of the Acquisition Proposal by the Seller’s stockholders as contemplated by Section 4.15Transaction Documents will not conflict with, conflict with or violate the Seller Charter or the Seller Bylaws or the charter, bylaws or similar organizational documents of any Subsidiary of Seller; (ii) require any consent, approval, order or authorization of or other action by any Governmental Authority (a “Governmental Consent”) or any registration, qualification, declaration or filing with or notice to any Governmental Authority (a “Governmental Filing”), in each case on the part of Seller or any Subsidiary of Seller, except for (A) the Governmental Consents and Governmental Filings with foreign, state and local Governmental Authorities described in Section 4.1(c)(ii) of the Seller Disclosure Letter, (B) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the HSR Act, and (C) the filing with the Commission of (1) the Proxy Statement as contemplated by Section 3.2 and (2) such reports under Sections 13(a), 13(d) or 15(d) of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated hereby; (iii) except as described on Section 4.1(c)(iii) of the Seller Disclosure Letter, require, on the part of Seller or any Subsidiary of Seller, any consent by or approval or authorization of or notice to any other Person (other than a Governmental Authority), under any Assigned Contract; (iv) conflict with or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination undertermination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any increase material Lien upon any of the properties or assets of Seller or the Sold Subsidiaries under, any provision of (i) the Certificate of Incorporation or By-Laws or other organizational or governing documents of Seller or the Sold Subsidiaries, (ii) subject to the matters disclosed in any payment required by (any such conflict, violation, breach, default, right of termination or acceleration or increase, a “Violation”Schedule 4.1(b), any Contract, except for such Violations that would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the North America Business material Contractual Obligation of Seller or the Transferred Assets; Sold Subsidiaries or (iii) any material judgment, order or decree or (v) assuming approval and adoption of , subject to the Acquisition Proposal by the Seller’s stockholders as matters described in Section 4.15 and assuming that the Governmental Consents and Governmental Filings specified in subclause clause (iic) below, Requirement of this Section 4.1(c) are obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree Law applicable to Seller or any Subsidiary of Sellerthe Sold Subsidiaries or their respective property or assets. (c) No material consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Authority is required to be obtained or made by which any or with respect to Seller in connection with the execution and delivery of their respective properties or assets are bound, except for such Violations that would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the North America Business Transaction Documents or the Transferred Assetsconsummation of the Transactions contemplated hereby, other than (A) compliance with and filings under the Exchange Act, (B) compliance with and filings and notifications under applicable Environmental Laws, (C) compliance with and filings under the HSR Act and (D) those set forth on Schedule 4.1(c). (d) The Canadian Subsidiary Each of the Sold Subsidiaries is a corporationduly incorporated, duly organized and validly existing and in good standing under the laws of the jurisdiction in which it is organized organized, and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which qualification is necessary. The Canadian Subsidiary has all necessary requisite corporate power and authority to own, lease and operate its properties and to conduct its business as it is now being conducted. Seller has heretofore made available to Purchaser true and complete copies of the certificate of incorporation and by-laws, or other comparable organizational and governing documents, of each of the Seller Subsidiary and the Canadian Subsidiary, each as currently in effect. Each of the Seller Subsidiary Sold Subsidiaries is duly licensed or qualified and in good standing as a foreign corporation in each jurisdiction in which the Canadian Subsidiary are directly ownership of its property or indirectly wholly owned Subsidiaries of Seller. The minute books the nature of the Canadian Subsidiarybusiness conducted by it is such as to require it to be so licensed or qualified, true and complete copies of which except where the failure to be so licensed or qualified would not have been made available to Purchaser, contain a Material Adverse Effect on the minutes (or draft copies of the minutes) of all meetings of directors and stockholders (or their respective equivalents) of the Canadian Subsidiary, and such minutes accurately and fairly reflect in all material respects the actions taken at such meetings; provided, however, that Seller shall have no obligation to make available to Purchaser any draft minutes and shall be permitted to redact portions of minutes that relate to the sale of the North America Business, or of the Seller or the Canadian Subsidiary, and negotiations with the parties to this Agreement, their respective Affiliates and other parties. (e) The authorized outstanding shares of each of the Sold Subsidiaries consists of the shares listed on Schedule 4.1(e), all of which are duly authorized, validly issued and fully paid, nonassessable and free of preemptive rights, except as provided by applicable law. (f) None of the Transferred Assets being disposed Sold Subsidiaries has granted any outstanding options, warrants, rights or other securities convertible into or exchangeable or exercisable for its shares or any other commitments or agreements providing for the issuance of under this Agreement constitute “taxable Canadian property” additional shares, the sale of treasury shares, or for the repurchase or redemption of such company's shares. There are no agreements of any kind which obligate any of the Sold Subsidiaries to issue, purchase, redeem or otherwise acquire any of its shares. (within g) The activities of each of the meaning assigned Sold Subsidiaries since their formation have been limited to that term in the Income Tax Act (Canadaactivities described on Schedule 4.1(g)) of Seller.

Authority; No Conflicts; Governmental Consents; Corporate Matters. (a) Seller Each of Northrop Grumman, TRW, TRW Automotive, L▇▇▇▇-Varity, TRW UK, INO and Auto Newco is (iand Holdings, Auto Newco and VSSI at Closing will be) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and (ii) has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the nature of its business or the ownership of its properties makes qualification necessary, except where the failure to be so qualified would not reasonably be likely to have a Material Adverse Effect on the Seller. Seller has made available to Purchaser true incorporation and complete copies of the Seller Charter and Seller Bylaws in effect on the date hereof. No corporate action has been taken with respect to any amendment to the Seller Charter or the Seller Bylaws (except for any such amendments that have become effective and are reflected in the copies of the Seller Charter and the Seller Bylaws delivered by Seller to Purchaser as described in the preceding sentence) and no such corporate action is currently proposed. Seller’s minute books, true and complete copies of which have been made available to Purchaser, contain the minutes (or draft copies of the minutes) of all meetings of directors and stockholders of Seller since January 1, 2002 until the date hereof, and (subject to the proviso below) such minutes accurately and fairly reflect in all material respects the actions taken at such meetings; provided, however, that Seller shall have no obligation to make available to Purchaser any draft minutes and shall be permitted to redact portions of minutes that relate to the sale of the North America Business, or of the Seller or the Canadian Subsidiary, and negotiations with the parties to this Agreement, their respective Affiliates and other parties. (b) Each of Seller and the Canadian Subsidiary has all requisite corporate power and authority to enter into this Agreement and the Transaction Documents andAncillary Agreements to which it is or will be a party, subject and to Seller obtaining the approval of its stockholders specified in Section 4.15, to perform its obligations hereunder and consummate the transactions contemplated hereby and thereby. The SMLLC is a limited liability company duly formed, validly existing and in good standing under the laws of the state of Delaware. Each of the TRW Transferring Companies has, or will have at the time of such Transfers, all requisite corporate power and authority to consummate the Transfers. All corporate and limited liability company acts and other proceedings (including any stockholder or board approvals)required to be taken by each of Northrop Grumman, TRW, TRW Automotive and the Company to authorize the execution, delivery and performance by each of Seller and the Canadian Subsidiary of this Agreement and the Transaction Documents Ancillary Agreements, to which it is or will be a party and the consummation of the transactions hereby and thereby have been or (in the case of TRW, TRW Automotive, Holdings L▇▇▇▇-Varity, TRW UK, INO, Auto Newco, Auto Newco I and VSSI) will be as of the Closing, duly and properly taken. All corporate and limited liability company acts and other proceedings (including any stockholder, member or board approvals) required to be taken by each of Seller the TRW Transferring Companies to consummate the Transfers have been, or will be at the time of such Transfers, duly and properly taken. This Agreement has been or (in the case of TRW and TRW Automotive) will be as of the TRW Execution Date, and each of the Ancillary Agreements, when executed will be, duly executed and delivered by each of Northrop Grumman, TRW, TRW Automotive and the Canadian Subsidiary Company, as applicable, and each constitutes, or will when executed constitute, a valid and binding obligation of each of Northrop Grumman, TRW, TRW Automotive and the Company, as applicable, enforceable against each of Northrop Grumman, TRW, TRW Automotive and the Company, as the case may be, in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) The execution and delivery of this Agreement does not, and of the Ancillary Agreements will not, and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by compliance with the Seller Board and the board of directors of the Canadian Subsidiary, respectively, and by all other necessary corporate action on the part of each of Seller and the Canadian Subsidiary, subject, in the case of the consummation by Seller and the Canadian Subsidiary of the transactions contemplated hereby and thereby, to the approval of the Seller’s stockholders described in the previous sentence. This Agreement has been duly executed and delivered by Seller and the Canadian Subsidiary and is, and each of the Transaction Documents, when duly executed and delivered by Seller and the Canadian Subsidiary, as applicable, will be, assuming due and valid authorization and delivery by Purchaser, in each case, a valid and binding obligation of Seller and the Canadian Subsidiary, enforceable against Seller and the Canadian Subsidiary, as applicable, in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). (c) The execution and delivery by each of Seller and the Canadian Subsidiary of this Agreement does not and the execution and delivery of the Transaction Documents Ancillary Agreements will not, and the performance by each of Seller and the Canadian Subsidiary of its obligations hereunder or thereunder and the consummation by each of Seller and the Canadian Subsidiary of the transactions contemplated hereby and thereby will not: (i) assuming approval and adoption of the Acquisition Proposal by the Seller’s stockholders as contemplated by Section 4.15, conflict with or violate the Seller Charter or the Seller Bylaws or the charter, bylaws or similar organizational documents of any Subsidiary of Seller; (ii) require any consent, approval, order or authorization of or other action by any Governmental Authority (a “Governmental Consent”) or any registration, qualification, declaration or filing with or notice to any Governmental Authority (a “Governmental Filing”), in each case on the part of Seller or any Subsidiary of Seller, except for (A) the Governmental Consents and Governmental Filings with foreign, state and local Governmental Authorities described in Section 4.1(c)(ii) of the Seller Disclosure Letter, (B) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the HSR Act, and (C) the filing with the Commission of (1) the Proxy Statement as contemplated by Section 3.2 and (2) such reports under Sections 13(a), 13(d) or 15(d) of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated hereby; (iii) except as described on Section 4.1(c)(iii) of the Seller Disclosure Letter, require, on the part of Seller or any Subsidiary of Seller, any consent by or approval or authorization of or notice to any other Person (other than a Governmental Authority), under any Assigned Contract; (iv) conflict with or result in any violation or breach of or default not (with or without notice or lapse of time, or both) ), conflict with, or result in any violation of or default under, or give rise to a right of termination undertermination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any increase Lien (not including Permitted Liens) upon any of the properties or assets of TRW or the Company or any of its Subsidiaries under, any provision of (i) the certificate of incorporation, by-laws, regulations or other organizational or governing documents of Northrop Grumman, TRW, TRW Automotive, the Company or any of its Subsidiaries, (ii) any Permit, or Contract of a type that is required to be disclosed on Schedule 5.8 to the Northrop Grumman Disclosure Letter or would be required to be disclosed on Schedule 5.8 to the Northrop Grumman Disclosure Letter had such Contract been entered into as of the date of this Agreement, of Northrop Grumman, TRW, TRW Automotive or the Company or any of its Subsidiaries or (iii) any Order or, subject to the matters described in clauses (i)-(iii) of paragraph (c) below, Law applicable to Northrop Grumman, TRW, TRW Automotive or the Company or any payment required by of its Subsidiaries or their respective property or assets, other than, in the case of clauses (ii) and (iii) above, any such conflictconflicts, violationviolations, breachdefaults, default, right of termination rights or acceleration or increase, a “Violation”), any Contract, except for such Violations that would notLiens that, individually or in the aggregate, would not result in any material loss, cost or expense. (c) No material Consent, material Permit or material Order of, or registration, declaration, notice or filing with, any Governmental Body is required to be reasonably expected to have a Material Adverse Effect on obtained or made by Northrop Grumman, the North America Business TRW Participants or the Transferred Assets; or (v) assuming approval Company or any of its Subsidiaries in connection with the execution, delivery and adoption performance of this Agreement or the Ancillary Agreements or the consummation of the Acquisition Proposal by transactions contemplated hereby and thereby (excluding the Seller’s stockholders Transfers; provided, that TRW shall or shall cause the TRW Participants to obtain any and all such Consents necessary to effectuate the Transfers), other than (i) compliance with and filings under the Securities Exchange Act of 1934, as described in Section 4.15 amended, and assuming that the Governmental Consents rules and Governmental Filings specified in subclause regulations promulgated thereunder (the “Exchange Act”), (ii) compliance with and filings under the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of this Section 4.1(c1976 and the rules and regulations promulgated thereunder (the “HSR Act”) are and the Competition Act (Canada) and (iii) those that, if not made or obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to Seller or any Subsidiary of Seller, or by which any of their respective properties or assets are bound, except for such Violations that would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on would not materially hinder or materially delay the North America Business Closing or the Transferred Assetsresult in any material loss, cost or expense. (d) The Canadian Subsidiary Each of the Subsidiaries of the Company incorporated or organized under the laws of any jurisdiction in the United States is a corporationduly incorporated, duly organized and validly existing and in good standing under the laws of the jurisdiction in which it is organized and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which qualification is necessary. The Canadian Subsidiary has all necessary requisite corporate power and authority to own, lease and operate its properties and to conduct its business as it is now being conducted. Seller has heretofore made available to Purchaser true and complete copies Each of the certificate Subsidiaries of incorporation the Company incorporated in a jurisdiction outside of the United States and by-laws, or other comparable organizational and governing documents, of each of the Seller Subsidiary Automotive Affiliates is duly incorporated, validly existing and in good standing under the Canadian Subsidiarylaws of the jurisdiction in which it is organized (to the extent such status is applicable and can be determined) and has all requisite corporate power and authority to own, each lease and operate its properties and to conduct its business as currently it is now being conducted, except where the failure of such would not result in effectany material loss, cost or expense. Each of the Seller Subsidiary Company and its Subsidiaries incorporated or organized under the Canadian Subsidiary are directly laws of any jurisdiction in the United States is duly licensed or indirectly wholly owned Subsidiaries qualified and in good standing as a foreign corporation in each jurisdiction in which the ownership of Seller. The minute books its property or the nature of the Canadian Subsidiarybusiness conducted by it is such as to require it to be so licensed or qualified, true and complete copies of which except where the failure to be so licensed or qualified or in good standing would not have been made available to Purchaser, contain the minutes (or draft copies of the minutes) of all meetings of directors and stockholders (or their respective equivalents) of the Canadian Subsidiary, and such minutes accurately and fairly reflect in all material respects the actions taken at such meetings; provided, however, that Seller shall have no obligation to make available to Purchaser any draft minutes and shall be permitted to redact portions of minutes that relate to the sale of the North America Business, or of the Seller or the Canadian Subsidiary, and negotiations with the parties to this Agreement, their respective Affiliates and other partiesa Material Adverse Effect. (e) None of the Transferred Assets being disposed Company or its Subsidiaries has granted any outstanding options, warrants, rights or other securities convertible into or exchangeable or exercisable for its shares of under this Agreement constitute “taxable Canadian property” (within capital stock or any other commitments or agreements providing for the meaning assigned issuance or sale of additional shares, the sale of treasury shares, or for the repurchase or redemption of the Company’s or any such Subsidiary’s shares. There are no agreements of any kind that obligate any of the Company or its Subsidiaries to that term in the Income Tax Act (Canada)) issue, purchase, redeem or otherwise acquire any of Sellerits shares.

Authority; No Conflicts; Governmental Consents; Corporate Matters. (a) Seller (i) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and (ii) has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the nature of its business or the ownership of its properties makes qualification necessary, except where the failure to be so qualified would not reasonably be likely to have a Material Adverse Effect on the Seller. Seller has made available to Purchaser true and complete copies of the Seller Charter and Seller Bylaws in effect on the date hereof. No corporate action has been taken with respect to any amendment to the Seller Charter or the Seller Bylaws (except for any such amendments that have become effective and are reflected in the copies of the Seller Charter and the Seller Bylaws delivered by Seller to Purchaser as described in the preceding sentence) and no such corporate action is currently proposed. Seller’s minute books, true and complete copies of which have been made available to Purchaser, contain the minutes (or draft copies of the minutes) of all meetings of directors and stockholders of Seller since January 1, 2002 until the date hereof, and (subject to the proviso below) such minutes accurately and fairly reflect in all material respects the actions taken at such meetings; provided, however, that Seller shall have no obligation to make available to Purchaser any draft minutes and shall be permitted to redact portions of minutes that relate to the sale of the North America Business, or of the Seller or the Canadian Subsidiary, and negotiations with the parties to this Agreement, their respective Affiliates and other parties. (b) Each of Seller and the Canadian Subsidiary has all requisite corporate power and authority to enter into this Agreement, the Transfer Documents and the Post Closing Services Agreement and the Transaction Documents and, subject to Seller obtaining the approval of its stockholders specified in Section 4.15, to perform its obligations hereunder and consummate the transactions contemplated hereby and therebyTransactions. The All corporate acts required to be taken by Seller to authorize the execution, delivery and performance by each of Seller and the Canadian Subsidiary of this Agreement and the Transaction Transfer Documents and the consummation by each of Seller Post Closing Services Agreement and the Canadian Subsidiary consummation of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by the Seller Board and the board of directors of the Canadian Subsidiaryproperly taken, respectively, and by all other necessary corporate action on the part of each of Seller and the Canadian Subsidiary, subject, in the case of the consummation by Seller and the Canadian Subsidiary of the transactions contemplated hereby and thereby, to the approval of the Seller’s stockholders described in the previous sentenceincluding any required shareholder approval. This Agreement has been duly executed and delivered by Seller and the Canadian Subsidiary and isconstitutes, and each of the Transaction Documents, when duly executed and delivered by the Seller at the Closing, each of the Transfer Documents and the Canadian Subsidiary, as applicable, Post Closing Services Agreement will be, assuming due and valid authorization and delivery by Purchaser, in each caseconstitute, a valid and binding obligation of Seller and the Canadian SubsidiarySeller, enforceable against Seller and the Canadian Subsidiary, as applicable, in accordance with its terms (their respective terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or and other similar laws relating to or affecting creditors’ ' rights generally, generally or by general equitable principles governing the availability (regardless of equitable remedieswhether such enforceability is considered in a proceeding in equity or at law). (cb) The Except as disclosed on Schedule 3.2(b), the execution and delivery by each of Seller and the Canadian Subsidiary of this Agreement by Seller does not not, and the execution and delivery of each of the Transaction Transfer Documents and the Post Closing Services Agreement by Seller will not, and the performance by each of Seller and the Canadian Subsidiary of its obligations hereunder or thereunder and the consummation by each of Seller and the Canadian Subsidiary of the transactions contemplated hereby and thereby Transactions by Seller will not: , require the material consent or approval of a third party (i) assuming approval and adoption of the Acquisition Proposal by the Seller’s stockholders as contemplated by Section 4.15, conflict with or violate the Seller Charter or the Seller Bylaws or the charter, bylaws or similar organizational documents of any Subsidiary of Seller; (ii) require any consent, approval, order or authorization of or other action by any Governmental Authority (a “Governmental Consent”) or any registration, qualification, declaration or filing with or notice to any Governmental Authority (a “Governmental Filing”collectively "Third Party Consents"), in each case on the part of Seller or any Subsidiary of Seller, except for (A) the Governmental Consents and Governmental Filings with foreign, state and local Governmental Authorities described in Section 4.1(c)(ii) of the Seller Disclosure Letter, (B) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the HSR Act, and (C) the filing with the Commission of (1) the Proxy Statement as contemplated by Section 3.2 and (2) such reports under Sections 13(a), 13(d) or 15(d) of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated hereby; (iii) except as described on Section 4.1(c)(iii) of the Seller Disclosure Letter, require, on the part of Seller or any Subsidiary of Seller, any consent by or approval or authorization of or notice to any other Person (other than a Governmental Authority), under any Assigned Contract; (iv) conflict with or result in any material violation of, or breach of or material default (with or without notice or lapse of time, or both) under, or give rise to a right of termination undertermination, cancellation or acceleration of any material obligation or to loss of a benefit under, or result in the creation of any increase material Lien upon any of the assets or properties of Seller and/or Mexico Sub under, any provision of: (i) the Certificate of Incorporation or By-Laws or other organizational documents governing Seller or Mexico Sub, (ii) subject to the matters disclosed in any payment required by (any such conflict, violation, breach, default, right of termination or acceleration or increase, a “Violation”Schedule 3.2(b), any Contract, except for such Violations that would not, individually material Contractual Obligation to which Seller and/or Mexico Sub is a party or in the aggregate, be reasonably expected to have a Material Adverse Effect on the North America Business or the Transferred Assets; or (viii) assuming approval and adoption of the Acquisition Proposal by the Seller’s stockholders as described in Section 4.15 and assuming that the Governmental Consents and Governmental Filings specified in subclause (ii) of this Section 4.1(c) are obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulationjudgment, order, judgment injunction, award or decree or, subject to the matters described in clauses (A) through (E) in Section 3.2(c) below, any material Requirement of Law applicable to Seller and/or Mexico Sub and/or their respective assets. (c) Schedule 3.2(c) sets forth a list of all material consents, approvals, licenses, permits, orders or any Subsidiary of Sellerauthorizations of, or registrations, declarations or filings with, any foreign or domestic Governmental Authority (the "Governmental Consents") which are (i) required to be obtained or made by which any or on behalf of their respective properties Seller and/or its Affiliates in order to enable each such party to execute and deliver this Agreement and the Transfer Documents and the Post Closing Services Agreement and to consummate the Transactions in all material respects, including without limitation, (A) compliance and filings under the Mexican Federal Law of Economic Competition (the "Mexican Antitrust Law"), (B) compliance with and filings under Section 13(a) or assets are bound15(d), except for such Violations as the case may be, of the Exchange Act, (C) compliance with and filings and notifications under applicable Environmental Laws and (D) those that would not, individually or may be required solely by reason of Buyer's participation in the aggregate, be reasonably expected to have a Material Adverse Effect on Transactions contemplated hereby and/or (E) assignment of the North America Business or the Transferred AssetsAssigned Contracts. (d) The Canadian Subsidiary is authorized shares of capital stock of Mexico Sub consists of the shares listed on Schedule 3.2(d), all of which are issued and outstanding and constitute the Stock; and Schedule 3.2(d) also sets forth a corporationlist of all record and beneficial owners of the Stock. Mexico Sub was formed on October 10, 2000. Except as set forth on such Schedule, since the date Mexico Sub was formed by Seller, no other Person has merged with or into Mexico Sub. All of the outstanding shares of Stock have been duly organized authorized and validly existing issued and are fully paid, nonassessable and free of any preemptive or similar rights, other than the right of first refusal granted to certain shareholders under certain circumstances pursuant to the laws bylaws of Mexico Sub. There are no equity securities of Mexico Sub authorized, issued or outstanding other than the jurisdiction in which it is organized and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which qualification is necessaryStock. The Canadian Subsidiary Mexico Sub has all necessary power and authority to ownnot granted any outstanding options, lease and operate its properties and to conduct its business as it is now being conducted. Seller has heretofore made available to Purchaser true and complete copies of the certificate of incorporation and by-lawswarrants, rights or other comparable organizational and governing documentssecurities convertible into or exchangeable or exercisable, actually or contingently, for its shares or any other commitments or agreements providing for the issuance of each of the Seller Subsidiary and the Canadian Subsidiaryadditional shares, each as currently in effect. Each of the Seller Subsidiary and the Canadian Subsidiary are directly or indirectly wholly owned Subsidiaries of Seller. The minute books of the Canadian Subsidiary, true and complete copies of which have been made available to Purchaser, contain the minutes (or draft copies of the minutes) of all meetings of directors and stockholders (or their respective equivalents) of the Canadian Subsidiary, and such minutes accurately and fairly reflect in all material respects the actions taken at such meetings; provided, however, that Seller shall have no obligation to make available to Purchaser any draft minutes and shall be permitted to redact portions of minutes that relate to the sale of the North America Businesstreasury shares, or for the repurchase or redemption of its shares. There are no agreements of any kind which obligate Mexico Sub to issue, purchase, redeem or otherwise acquire any of its shares. The only business Mexico Sub presently conducts and/or has conducted since its organization is the Seller Business. Except as set forth in Schedule 3.2(d), Mexico Sub does not own or the Canadian Subsidiary, and negotiations with the parties to this Agreement, their respective Affiliates and other partieslease any real property. (e) None of the Transferred Assets being disposed of under this Agreement constitute “taxable Canadian property” (within the meaning assigned to that term in the Income Tax Act (Canada)) of Seller.

Authority; No Conflicts; Governmental Consents; Corporate Matters. (a) Seller (i) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and (ii) has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conductedDelaware. Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the nature of its business or the ownership of its properties makes qualification necessary, except where the failure to be so qualified would not reasonably be likely to have a Material Adverse Effect on the Seller. Seller has made available to Purchaser true and complete copies of the Seller Charter and Seller Bylaws in effect on the date hereof. No corporate action has been taken with respect to any amendment to the Seller Charter or the Seller Bylaws (except for any such amendments that have become effective and are reflected in the copies of the Seller Charter and the Seller Bylaws delivered by Seller to Purchaser as described in the preceding sentence) and no such corporate action is currently proposed. Seller’s minute books, true and complete copies of which have been made available to Purchaser, contain the minutes (or draft copies of the minutes) of all meetings of directors and stockholders of Seller since January 1, 2002 until the date hereof, and (subject to the proviso below) such minutes accurately and fairly reflect in all material respects the actions taken at such meetings; provided, however, that Seller shall have no obligation to make available to Purchaser any draft minutes and shall be permitted to redact portions of minutes that relate to the sale of the North America Business, or of the Seller or the Canadian Subsidiary, and negotiations with the parties to this Agreement, their respective Affiliates and other parties. (b) Each of Seller and the Canadian Subsidiary has all requisite corporate power and authority to enter into this Agreement and the Transaction Documents and, subject and to Seller obtaining the approval of its stockholders specified in Section 4.15, to perform its obligations hereunder and consummate the transactions contemplated hereby Transactions. All corporate acts and thereby. The other proceedings required to be taken by Seller to authorize the execution, delivery and performance by each of Seller and the Canadian Subsidiary of this Agreement and the Transaction Documents and the consummation by each of Seller and the Canadian Subsidiary of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized by the Seller Board and the board of directors of the Canadian Subsidiaryproperly taken, respectivelyincluding, and by all other necessary corporate action on the part of each of Seller and the Canadian Subsidiarywithout limitation, subject, in the case of the consummation by Seller and the Canadian Subsidiary of the transactions contemplated hereby and thereby, to the approval of the Seller’s stockholders described in the previous sentenceany shareholder approvals. This Agreement has been duly executed and delivered by Seller and the Canadian Subsidiary and isbeen, and each of the Transaction Documents, when executed, will be, duly executed and delivered by Seller and the Canadian Subsidiary, as applicable, will be, assuming due and valid authorization and delivery by Purchaser, in each case, constitute a valid and binding obligation of Seller and the Canadian SubsidiarySeller, enforceable against Seller and the Canadian Subsidiary, as applicable, in accordance with its terms (their respective terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or and other similar laws relating to or affecting creditors’ rights generally, generally or by general equitable principles governing the availability (regardless of equitable remedieswhether such enforceability is considered in a proceeding in equity or at law). (cb) The execution and delivery by each of Seller and the Canadian Subsidiary of this Agreement does not and not, the execution and delivery of the other Transaction Documents will not, and the performance by each of Seller and the Canadian Subsidiary of its obligations hereunder or thereunder and the consummation by each of Seller and the Canadian Subsidiary of the transactions contemplated hereby Transactions and thereby will not: (i) assuming approval and adoption compliance with the terms of the Acquisition Proposal by the Seller’s stockholders as contemplated by Section 4.15Transaction Documents will not conflict with, conflict with or violate the Seller Charter or the Seller Bylaws or the charter, bylaws or similar organizational documents of any Subsidiary of Seller; (ii) require any consent, approval, order or authorization of or other action by any Governmental Authority (a “Governmental Consent”) or any registration, qualification, declaration or filing with or notice to any Governmental Authority (a “Governmental Filing”), in each case on the part of Seller or any Subsidiary of Seller, except for (A) the Governmental Consents and Governmental Filings with foreign, state and local Governmental Authorities described in Section 4.1(c)(ii) of the Seller Disclosure Letter, (B) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the HSR Act, and (C) the filing with the Commission of (1) the Proxy Statement as contemplated by Section 3.2 and (2) such reports under Sections 13(a), 13(d) or 15(d) of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated hereby; (iii) except as described on Section 4.1(c)(iii) of the Seller Disclosure Letter, require, on the part of Seller or any Subsidiary of Seller, any consent by or approval or authorization of or notice to any other Person (other than a Governmental Authority), under any Assigned Contract; (iv) conflict with or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination undertermination, cancellation or acceleration of any obligation or to loss of a benefit under, or result in the creation of any increase material Lien upon any of the properties or assets of Seller or the Sold Subsidiaries under, any provision of (i) the Certificate of Incorporation or By-Laws or other organizational or governing documents of Seller or the Sold Subsidiaries, (ii) subject to the matters disclosed in any payment required by (any such conflict, violation, breach, default, right of termination or acceleration or increase, a “Violation”Schedule 4.1(b), any Contract, except for such Violations that would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the North America Business material Contractual Obligation of Seller or the Transferred Assets; Sold Subsidiaries or (iii) any material judgment, order or decree or (v) assuming approval and adoption of , subject to the Acquisition Proposal by the Seller’s stockholders as matters described in Section 4.15 and assuming that the Governmental Consents and Governmental Filings specified in subclause clause (iic) below, Requirement of this Section 4.1(c) are obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree Law applicable to Seller or any Subsidiary of Sellerthe Sold Subsidiaries or their respective property or assets. (c) No material consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Authority is required to be obtained or made by which any or with respect to Seller in connection with the execution and delivery of their respective properties or assets are bound, except for such Violations that would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the North America Business Transaction Documents or the Transferred Assetsconsummation of the Transactions contemplated hereby, other than (A) compliance with and filings under the Exchange Act, (B) compliance with and filings and notifications under applicable Environmental Laws, (C) compliance with and filings under the HSR Act and (D) those set forth on Schedule 4.1(c). (d) The Canadian Subsidiary Each of the Sold Subsidiaries is a corporationduly incorporated, duly organized and validly existing and in good standing under the laws of the jurisdiction in which it is organized organized, and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which qualification is necessary. The Canadian Subsidiary has all necessary requisite corporate power and authority to own, lease and operate its properties and to conduct its business as it is now being conducted. Seller has heretofore made available to Purchaser true and complete copies of the certificate of incorporation and by-laws, or other comparable organizational and governing documents, of each of the Seller Subsidiary and the Canadian Subsidiary, each as currently in effect. Each of the Seller Subsidiary Sold Subsidiaries is duly licensed or qualified and in good standing as a foreign corporation in each jurisdiction in which the Canadian Subsidiary are directly ownership of its property or indirectly wholly owned Subsidiaries of Seller. The minute books the nature of the Canadian Subsidiarybusiness conducted by it is such as to require it to be so licensed or qualified, true and complete copies of which except where the failure to be so licensed or qualified would not have been made available to Purchaser, contain a Material Adverse Effect on the minutes (or draft copies of the minutes) of all meetings of directors and stockholders (or their respective equivalents) of the Canadian Subsidiary, and such minutes accurately and fairly reflect in all material respects the actions taken at such meetings; provided, however, that Seller shall have no obligation to make available to Purchaser any draft minutes and shall be permitted to redact portions of minutes that relate to the sale of the North America Business, or of the Seller or the Canadian Subsidiary, and negotiations with the parties to this Agreement, their respective Affiliates and other parties. (e) The authorized outstanding shares of each of the Sold Subsidiaries consists of the shares listed on Schedule 4.1(e), all of which are duly authorized, validly issued and fully paid, nonassessable and free of preemptive rights, except as provided by applicable law. (f) None of the Transferred Assets being disposed Sold Subsidiaries has granted any outstanding options, warrants, rights or other securities convertible into or exchangeable or exercisable for its shares or any other commitments or agreements providing for the issuance of under this Agreement constitute “taxable Canadian property” additional shares, the sale of treasury shares, or for the repurchase or redemption of such company’s shares. There are no agreements of any kind which obligate any of the Sold Subsidiaries to issue, purchase, redeem or otherwise acquire any of its shares. (within g) The activities of each of the meaning assigned Sold Subsidiaries since their formation have been limited to that term in the Income Tax Act (Canadaactivities described on Schedule 4. l(g)) of Seller.

Authority; No Conflicts; Governmental Consents; Corporate Matters. (a) Seller (i) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and (ii) has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. Seller is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the nature of its business or the ownership of its properties makes qualification necessary, except where the failure to be so qualified would not reasonably be likely to have a Material Adverse Effect on the Seller. Seller has made available to Purchaser true and complete copies of the Seller Charter and Seller Bylaws in effect on the date hereof. No corporate action has been taken with respect to any amendment to the Seller Charter or the Seller Bylaws (except for any such amendments that have become effective and are reflected in the copies of the Seller Charter and the Seller Bylaws delivered by Seller to Purchaser as described in the preceding sentence) and no such corporate action is currently proposed. Seller’s minute books, true and complete copies of which have been made available to Purchaser, contain the minutes (or draft copies of the minutes) of all meetings of directors and stockholders of Seller since January 1, 2002 until the date hereof, and (subject to the proviso below) such minutes accurately and fairly reflect in all material respects the actions taken at such meetings; provided, however, that Seller shall have no obligation to make available to Purchaser any draft minutes and shall be permitted to redact portions of minutes that relate to the sale of the North America Business or the Non-North America Business, or of the Seller or the Canadian Netherlands Subsidiary, and negotiations with the parties to this Agreement, their respective Affiliates and other parties, other than materials relating to negotiations with Customers. (b) Each of Seller and the Canadian Netherlands Subsidiary has all requisite corporate power and authority to enter into this Agreement and the Transaction Documents and, subject to Seller obtaining the approval of its stockholders specified in Section 4.15, to perform its obligations hereunder and consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each of Seller and the Canadian Netherlands Subsidiary of this Agreement and the Transaction Documents and the consummation by each of Seller and the Canadian Netherlands Subsidiary of the transactions contemplated hereby and thereby have been duly and validly authorized by the Seller Board and the board of directors of the Canadian Netherlands Subsidiary, respectively, and by all other necessary corporate action on the part of each of Seller and the Canadian Netherlands Subsidiary, subject, in the case of the consummation by Seller and the Canadian Netherlands Subsidiary of the transactions contemplated hereby and thereby, to the approval of the Seller’s stockholders described in the previous sentence. This Agreement has been duly executed and delivered by Seller and the Canadian Netherlands Subsidiary and is, and each of the Transaction Documents, when duly executed and delivered by Seller and the Canadian Netherlands Subsidiary, as applicable, will be, assuming due and valid authorization and delivery by Purchaser, in each case, a valid and binding obligation of Seller and the Canadian Netherlands Subsidiary, enforceable against Seller and the Canadian Netherlands Subsidiary, as applicable, in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). (c) The execution and delivery by each of Seller and the Canadian Netherlands Subsidiary of this Agreement does not and the execution and delivery of the Transaction Documents will not, and the performance by each of Seller and the Canadian Netherlands Subsidiary of its obligations hereunder or thereunder and the consummation by each of Seller and the Canadian Netherlands Subsidiary of the transactions contemplated hereby and thereby will not: (i) assuming approval and adoption of the Acquisition Proposal by the Seller’s stockholders as contemplated by Section 4.15, conflict with or violate the Seller Charter or the Seller Bylaws or the charter, bylaws or similar organizational documents of any Subsidiary of Seller; (ii) require any consent, approval, order or authorization of or other action by any Governmental Authority (a “Governmental Consent”) or any registration, qualification, declaration or filing with or notice to any Governmental Authority (a “Governmental Filing”), in each case on the part of Seller or any Subsidiary of Seller, except for (A) the Governmental Consents and Governmental Filings with foreign, state and local Governmental Authorities described in Section 4.1(c)(ii) of the Seller Disclosure Letter, and (B) the Governmental Filings required to be made pursuant to the pre-merger notification requirements of the HSR Act, and (C) the filing with the Commission of (1) the Proxy Statement as contemplated by Section 3.2 and (2) such reports under Sections 13(a), 13(d) or 15(d) of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated hereby; (iii) except as described on Section 4.1(c)(iii) of the Seller Disclosure Letter, require, on the part of Seller or any Subsidiary of Seller, any consent by or approval or authorization of or notice to any other Person (other than a Governmental Authority), under any Assigned Contract; (iv) conflict with or result in any violation or breach of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination under, or acceleration of any obligation or any increase in any payment required by (any such conflict, violation, breach, default, right of termination or acceleration or increase, a “Violation”), any Contract, except for such Violations that would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the North America Business or the Transferred Assets; or (v) assuming approval and adoption of the Acquisition Proposal by the Seller’s stockholders as described in Section 4.15 and assuming that the Governmental Consents and Governmental Filings specified in subclause (ii) of this Section 4.1(c) are obtained, made and given, result in a Violation of, under or pursuant to any law, rule, regulation, order, judgment or decree applicable to Seller or any Subsidiary of Seller, or by which any of their respective properties or assets are bound, except for such Violations that would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the North America Business or the Transferred Assets. (d) The Canadian Netherlands Subsidiary is a corporation, duly organized and validly existing under the laws of the jurisdiction in which it is organized and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which qualification is necessary, except where the failure to be so qualified would not reasonably be likely to have a Material Adverse Effect on the Seller. The Canadian Netherlands Subsidiary has all necessary power and authority to own, lease and operate its properties and to conduct its business as it is now being conducted. Seller has heretofore made available to Purchaser true and complete copies of the certificate of incorporation and by-laws, or other comparable organizational and governing documents, of each of the Seller Subsidiary and the Canadian Netherlands Subsidiary, each as currently in effect. Each of the Seller The Netherlands Subsidiary and the Canadian is a directly, wholly-owned Subsidiary are directly or indirectly wholly owned Subsidiaries of Seller. The minute books of the Canadian Netherlands Subsidiary, true and complete copies of which have been made available to Purchaser, contain the minutes (or draft copies of the minutes) of all meetings of directors and stockholders (or their respective equivalents) of the Canadian Netherlands Subsidiary, and such minutes accurately and fairly reflect in all material respects the actions taken at such meetings; provided, however, that Seller shall have no obligation to make available to Purchaser any draft minutes and shall be permitted to redact portions of minutes that relate to the sale of the North America Business or the Non-North America Business, or of the Seller or the Canadian Netherlands Subsidiary, and negotiations with the parties to this Agreement, their respective Affiliates and other partiesparties (but not including negotiations with Customers). (e) None of the Transferred Assets being disposed of under this Agreement constitute “taxable Canadian property” (within the meaning assigned to that term in the Income Tax Act (Canada)) of Seller.