Seller Control of TRW Indemnity Process and Cinch Recovery Process Sample Clauses

Seller Control of TRW Indemnity Process and Cinch Recovery Process. (i) Following receipt of an Environmental Claim Notice from the Purchaser pursuant to Sections 10.1(a) or 10.1(c) that relates or is reasonably likely to relate, in whole or in part, to a TRW Obligation and/or a Cinch Obligation, as applicable, without the payment of further consideration by the Seller, the Seller or its designee will assume full control of the TRW Indemnity Process and/or the Cinch Recovery Process in all respects on behalf of the Company pursuant to this Section 10.5(c) (the “Environmental Indemnity Control Assumption”). In furtherance of the Environmental Indemnity Control Assumption, if applicable, the Purchaser will, and will cause the Company to, duly execute and deliver to the Seller or its designee any such documents, forms, filings, instruments, powers of attorney and/or certificates as the Seller or its designee may reasonably request from time to time and to take any such further actions the Seller reasonably deems necessary, appropriate or advisable to effect the Environmental Indemnity Control Assumption. (ii) Following receipt of an Environmental Claim Notice from the Purchaser pursuant to Section 10.1(b) that relates or is reasonably likely to relate, in whole or in part, to a TRW Obligation and/or a Cinch Obligation, the Seller or its designee shall have the option, without the payment of further consideration to the Purchaser by the Seller, to (A) assume full control of the TRW Indemnity Process and/or the Cinch Recovery Process in all respects on behalf of the Company pursuant to this Section 10.5(c)(ii)(A) or (B) require that the Purchaser cause the Company to assume full control of the TRW Indemnity Process and/or the Cinch Recovery Process in all respects; provided, that during the first six years following the Closing Date and in the case of Section 10.5(c)(ii)(B), the Seller will directly pay or reimburse to the Purchaser any reasonable legal fees, costs and expenses incurred by the Purchaser in connection with exercising and enforcing the Company’s rights pursuant to the TRW Indemnity and/or the Cinch Spin-Off Agreement (collectively, the “Environmental Indemnity Enforcement Costs”) within 30 days of receipt by the Seller of reasonable written instructions from the Purchaser concerning the payment of any such reasonable amount; provided, further, that the payment by the Seller of any Environmental Indemnity Enforcement Costs shall reduce the amount available to satisfy any indemnification claims of the Purchaser Ind...
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Related to Seller Control of TRW Indemnity Process and Cinch Recovery Process

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