Common use of Right of Inquiry Clause in Contracts

Right of Inquiry. (a) In the event of a material adverse change after the Distribution Declaration Date in the financial condition of TRW Automotive or TRW, which change creates a substantial likelihood that TRW Automotive or TRW, as the case may be, will not be able to satisfy or otherwise settle, when due, its indemnification obligations to the other party under this Article IV, TRW or TRW Automotive, as the case may be, shall have the right, subject to entering into an agreement with the other party to preserve confidentiality and any applicable privilege for the benefit of such other party, upon consultation with such other party, to have limited access on reasonable prior notice to such other party’s personnel in order to monitor the status of pending and anticipated Actions for which TRW or TRW Automotive, as the case may be, could be contingently liable. Such right of inquiry shall terminate at such time as there is no longer a substantial likelihood that the applicable party will not be able to satisfy its indemnification obligations under this Agreement and the Ancillary Agreements. The inquiring party shall bear its own costs of such inquiry.

Right of Inquiry. (a) In the event of a material adverse change after the Distribution Declaration Date in the financial condition of TRW Automotive New Xxxxxx or TRWSafety, which change creates a substantial likelihood that TRW Automotive New Xxxxxx or TRWSafety, as the case may be, will not be able to satisfy or otherwise settle, when due, its indemnification obligations to the other party Safety or New Xxxxxx, respectively, under this Article IVV, TRW Safety or TRW AutomotiveNew Xxxxxx, as the case may be, shall have the right, subject to entering into an agreement with the other party to preserve confidentiality and any applicable privilege for the benefit of such other party, upon consultation with such other party, to have limited access on reasonable prior notice to such other party’s 's personnel in order to monitor the status of pending and anticipated Actions litigation and governmental investigations or proceedings for which TRW Safety or TRW AutomotiveNew Xxxxxx, as the case may be, could be contingently liable. Such right of inquiry shall terminate at such time as there is no longer a substantial likelihood that the applicable party will not be able to satisfy its indemnification obligations under this Agreement and the Ancillary Agreements. The inquiring party reasonable attorneys' fees and out-of-pocket costs incurred in connection with a party's inquiry pursuant to this Section 5.07 shall bear its own costs of such inquiry.be treated as Indemnifiable Losses pursuant to this Article V.