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.
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.
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.
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.
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.
Except as set forth in Section 4.20 of the TRW Disclosure Letter, there are no material agreements or other transactions between the TRW Participants, on the one hand, and any Affiliate of the TRW Participants, on the other hand, and no director or officer of a TRW Participant has, directly or indirectly, any material interest in any of the assets or properties of the TRW Participants.
Immediately prior to the Benefit Transition Date, 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.
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.
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.