Examples of TRW Participants in a sentence
There are no transactions, agreements, arrangements or understandings between Northrop Grumman or any of the TRW Participants, on the one hand, and the Company or any of its Subsidiaries, on the other hand, pertaining to or affecting the Automotive Business, that would be required to be disclosed under Item 404 of Regulation S-K of the Securities and Exchange Commission, assuming that the Company were subject to the reporting requirements of the Exchange Act.
Section 5.3 Welfare Plans Maintained by TRW for TRW Participants and TRW Automotive Participants Prior to Benefit Transition Date.
TRW shall, or shall cause each TRW Subsidiary that becomes the successor employer under a collective bargaining agreement to, recognize years of service of the TRW Participants prior to the Distribution Date for purposes of such collective bargaining agreement.
Except as provided in Section 2.2(b), nothing contained herein shall be construed to prohibit TRW or any TRW Subsidiary or TRW Automotive or any TRW Automotive Subsidiary from amending, terminating or otherwise modifying the terms of employee benefit plans or programs applicable to TRW Participants or TRW Automotive Participants, respectively, except as may otherwise be provided by applicable law.
The TRW Participants (i) own or have other legal rights to all of the Assets and (ii) have good title to the Assets owned by them free and clear of all Liens, other than Permitted Liens and Permitted Encumbrances; provided, that this representation does not concern Intellectual Property or Real Property which are the subject of the representations in Sections 4.14 and 4.17 hereof.
With respect to the Affected Employees, the TRW Participants have in the past been and are in compliance in all material respects with applicable laws respecting employment, employment practices, employee classification, labor relations, safety and health, wages, hours and terms and conditions of employment except where failures to comply would not, individually or in the aggregate, be reasonably likely to result in a Material Adverse Effect.
Except as disclosed in Section 4.14(d) of the TRW Disclosure Letter, one of the TRW Participants owns all right, title and interest in and to, or has a valid and enforceable right to use, by license or other agreement, and assign, convey and otherwise transfer all of its right, title and interest in and to the Transferred Intellectual Property to Buyer except where the failure to make such transfer, individually or in the aggregate, would not reasonably be likely to result in a Material Adverse Effect.
Prior to the Closing, all amounts due and owing to or from the TRW Participants by or to any of the Affiliates of the TRW Participants (excluding employee compensation and other incidents of employment) shall be paid in full.
The cooperation required of Northrop Grumman and TRW (on behalf of itself and the TRW Participants) shall include providing reasonable and customary management and legal representations to Ernst & Young LLP, and the cooperation requested of their auditors shall include providing consent to Parent to to prepare and use their audit reports on the Company and its Subsidiaries and to provide any necessary "comfort letters".
Section 5.3 Welfare Plans Maintained by TRW for TRW Participants and TRW Automotive Participants Prior to Closing Date.