TRW Participants definition
Examples of TRW Participants in a sentence
Section 5.3 Welfare Plans Maintained by TRW for TRW Participants and TRW Automotive Participants Prior to Benefit Transition Date.
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.
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.
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.
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.
Notwithstanding the foregoing, during the thirty (30) Business Days immediately preceding the anticipated Closing Date, TRW shall, and shall cause all TRW Participants to, settle intercompany accounts payable and accounts receivable and arrange for the termination of other matters as contemplated by this Agreement, including Sections 2.3 and 2.4 hereof.
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.
As soon as practicable following the date of this Agreement, TRW will provide Buyer with a list of all material written communications between the TRW Participants and any Governmental Entity arising under or related to Environmental Laws.
The TRW Participants have complied with their payment obligations to all Affected Employees in respect of all wages, salaries, commissions, bonuses, benefits, vacation pay and other compensation due and payable to such employees under any policy, practice, agreement, plan, program or applicable law except where failures to comply would not, individually or in the aggregate, be reasonably likely to result in a Material Adverse Effect.
TRW and one or more TRW subsidiaries maintain various Welfare Plans (the "TRW Welfare Plans") for the benefit of TRW Participants and TRW Automotive Participants.