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. (b) In addition to the provisions of Section 4.7(a), each of TRW and TRW Automotive shall have the right on an annual basis and subject to reasonable prior notice to meet with the General Counsel of the other party (or such corporate officer or employee designated by such General Counsel) and receive an oral report, in a forum in which the requesting party may ask reasonable questions regarding the status of material pending and threatened Actions for which the requesting party may be contingently liable. For the avoidance of doubt, no such right shall require TRW or TRW Automotive, as the case may be, to (i) provide non-public written information, (ii) provide confidential information, (iii) jeopardize the benefit of any applicable privilege or (iv) engage in lengthy or burdensome meetings or discussions. In addition, each of TRW and TRW Automotive shall have the further right to request one additional meeting per year in connection with the public disclosure by the other party during such year of a material adverse development in any pending or threatened Action for which the requesting party may be contingently liable, such meeting otherwise to be on the same terms as set forth in this Section 4.7(b). Each of TRW and TRW Automotive shall bear its own cost of attendance at such meetings, which shall, unless otherwise agreed, be held at the corporate offices of the non-requesting party.

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 ob- ligations 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 investiga- tions or proceedings for which TRW Safety or TRW AutomotiveNew Xxxxxx, as the case may be, could be contingently liable. Such right of inquiry in- quiry shall terminate at such time as there is no longer a substantial sub- stantial 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 In- demnifiable Losses pursuant to this Article V. (b) In addition to the provisions of Section 4.7(a)paragraph (a) above, each of TRW Safety and TRW Automotive New Xxxxxx shall have the right on an annual basis and subject to reasonable prior notice to meet with the General Counsel of the other party (or such corporate officer or employee designated by such General Counsel) and receive an oral report, in a forum in which the requesting party may ask reasonable questions regarding the status of material ma- terial pending and threatened Actions litigation and material govern- mental investigations or proceedings for which the requesting party may be contingently liable. For the avoidance of doubt, no such right shall require TRW Safety or TRW AutomotiveNew Xxxxxx, as the case may be, to (i) provide non-public written information, (ii) provide confidential information, (iii) jeopardize the benefit of any applicable privilege or (iv) engage in lengthy or burdensome bur- densome meetings or discussions. In addition, each of TRW Safety and TRW Automotive New Xxxxxx shall have the further right to request one additional ad- ditional meeting per year in connection with the public disclosure disclo- sure by the other party during such year of a material adverse development in any pending or threatened Action litigation or govern- mental investigation or proceeding for which the requesting party may be contingently liable, such meeting otherwise to be on the same terms as set forth in this Section 4.7(b5.07(b). Each of TRW Safety and TRW Automotive New Xxxxxx shall bear its own cost of attendance at such meetings, which shall, unless otherwise agreed, shall be held at the corporate offices of the non-requesting party.

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. (b) In addition to the provisions of Section 4.7(a)paragraph (a) above, each of TRW Safety and TRW Automotive New Xxxxxx shall have the right on an annual basis and subject to reasonable prior notice to meet with the General Counsel of the other party (or such corporate officer or employee designated by such General Counsel) and receive an oral report, in a forum in which the requesting party may ask reasonable questions regarding the status of material pending and threatened Actions litigation and material governmental investigations or proceedings for which the requesting party may be contingently liable. For the avoidance of doubt, no such right shall require TRW Safety or TRW AutomotiveNew Xxxxxx, as the case may be, to (i) provide non-public written information, (ii) provide confidential information, (iii) jeopardize the benefit of any applicable privilege or (iv) engage in lengthy or burdensome meetings or discussions. In addition, each of TRW Safety and TRW Automotive New Xxxxxx shall have the further right to request one additional meeting per year in connection with the public disclosure by the other party during such year of a material adverse development in any pending or threatened Action litigation or governmental investigation or proceeding for which the requesting party may be contingently liable, such meeting otherwise to be on the same terms as set forth in this Section 4.7(b5.07(b). Each of TRW Safety and TRW Automotive New Xxxxxx shall bear its own cost of attendance at such meetings, which shall, unless otherwise agreed, shall be held at the corporate offices of the non-requesting party.. ARTICLE VI

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. (b) In addition to the provisions of Section 4.7(a)paragraph (a) above, each of TRW Safety and TRW Automotive New Xxxxxx shall have the right on an annual basis and subject to reasonable prior notice to meet with the General Counsel of the other party (or such corporate officer or employee designated by such General Counsel) and receive an oral report, in a forum in which the requesting party may ask reasonable questions regarding the status of material pending and threatened Actions litigation and material governmental investigations or proceedings for which the requesting party may be contingently liable. For the avoidance of doubt, no such right shall require TRW Safety or TRW AutomotiveNew Xxxxxx, as the case may be, to (i) provide non-public written information, (ii) provide confidential information, (iii) jeopardize the benefit of any applicable privilege or (iv) engage in lengthy or burdensome meetings or discussions. In addition, each of TRW Safety and TRW Automotive New Xxxxxx shall have the further right to request one additional meeting per year in connection with the public disclosure by the other party during such year of a material adverse development in any pending or threatened Action litigation or governmental investigation or proceeding for which the requesting party may be contingently liable, such meeting otherwise to be on the same terms as set forth in this Section 4.7(b5.07(b). Each of TRW Safety and TRW Automotive New Xxxxxx shall bear its own cost of attendance at such meetings, which shall, unless otherwise agreed, shall be held at the corporate offices of the non-requesting party.