EX-10(D) Master Agreement of Purchase of Sale

Exhibit 10(d)

MASTER AGREEMENT OF PURCHASE AND SALE

between

GOODRICH CORPORATION

and

TRW INC.

Dated as of June 18, 2002

TABLE OF CONTENTS

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MASTER AGREEMENT OF PURCHASE AND SALE

     This MASTER AGREEMENT OF PURCHASE AND SALE (this “Agreement”) is dated as of June 18, 2002, and is between Goodrich Corporation (“Buyer”), a corporation organized under the laws of New York, and TRW INC. (“TRW”), an Ohio corporation.

RECITALS

     TRW, acting directly and through certain Subsidiaries, and by virtue of its equity interests in certain Affiliates and non-controlled entities, is engaged worldwide in the aeronautical systems business, including developing and manufacturing of products and providing services related to flight control systems, cargo systems, hoists & winches, power systems, engine systems and missile actuation systems (the “Business”).

     Buyer desires to purchase from TRW and its Subsidiaries, and TRW desires to sell to Buyer, certain assets and certain liabilities of the Business, on and subject to the terms and conditions stated in this Agreement.

TERMS AND CONDITIONS

     In consideration of the premises and of other good and valuable consideration, and intending to be legally bound hereby, Buyer, on behalf of itself, and TRW, on behalf of itself and the other TRW Selling Shareholders and the Asset Selling Subsidiaries, hereby agree as follows:

ARTICLE I

DEFINITIONS

     Section 1.1 Definitions. (a) As used in this Agreement, the following terms shall have the following meanings:

     “Aboveground Storage Tank” shall have the meaning ascribed to such term in Section 6901 et seq., as amended, of RCRA, or any applicable state or local statute, law, rule or regulation, governing aboveground storage tanks.

     “Aerospace Affiliates” shall mean the entities engaged in the Business in which TRW directly or indirectly holds an equity interest (but less than a 100% interest), such entities being those listed on Schedule 2.2 hereof.

     “Aerospace Subsidiaries” shall mean the entities engaged in the Business, in which TRW directly or indirectly holds all of the equity interest, such entities being those listed on Schedule 2.2 hereof.

     “Affiliate” shall mean, with respect to any Person, any Person which, directly or indirectly, controls, is controlled by, or is under common control with, such Person.

     “Asset Selling Subsidiaries” shall mean certain direct and indirect Subsidiaries of TRW engaged in the Business, each of which is identified on Schedule 2.3(a) hereof, and which will be selling certain assets and transferring certain liabilities to Buyer in connection with the transactions contemplated by this Agreement.

     “Assets” shall mean, collectively, the Acquired Assets and the Equity Interests.

     “Business Day” shall mean any day that is not a Saturday, Sunday or other day on which banks are required or authorized by law to be closed in the City of New York.

     “Business Intellectual Property” shall mean, collectively, (i) Equity Intellectual Property, (ii) Transferred Intellectual Property, (iii) Licensed Trademarks and (iv) Licensed Intellectual Property.

     “Code” shall mean the Internal Revenue Code of 1986, as amended.

     “Confidentiality Agreement” shall mean the Confidentiality Agreement, dated April 19, 2002, between Buyer and TRW.

     “Contracts” shall mean all agreements, legally binding commitments, contracts, leases (including leases and subleases of real property), indentures, collective bargaining agreements, licenses, undertakings and other arrangements, written and oral.

     “Control” as applied to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management of that Person, whether through ownership of voting securities or otherwise; provided that with respect to Aerospace Affiliates, the ownership of a majority of the voting stock in an Aerospace Affiliate or the right, whether by contract or otherwise, to elect at least a majority of the board or similar governing body of an Aerospace Affiliate shall be deemed “control.”

     “Copyrights” shall mean all copyrights, mask works, copyright and mask work registrations and applications therefor, and all other rights corresponding thereto throughout the world.

     “Default” shall mean an occurrence which constitutes a breach or default under a contract, order or other commitment, after the expiration of any grace period provided without cure.

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     “Domain Names” shall mean all domain names, uniform resource locators (“URLs”) and other names and locators associated with the Internet, and all domain name registration documentation and content associated therewith.

     “Environment” means soils, land surface or subsurface strata, surface water, sediments, groundwater or outdoor atmosphere.

     “Environmental Claim” means any claim, demand, action, suit, complaint, proceeding, directive, investigation, lien, demand letter, or written notice of alleged noncompliance, violation, or liability, by any Person asserting an Environmental Liability.

     “Environmental Condition” means the presence of Hazardous Substances above regulatory standards in the Environment or building materials, or the Release of Hazardous Substances to the Environment above regulatory standards or from building materials, including, but not limited to, the migration or movement of Hazardous Substances in or through the Environment.

     “Environmental Laws” shall mean all federal, state, regional, local or foreign statutes, laws, rules, regulations in existence as of the Closing Date, where the Business is conducted, currently in existence, any of which govern (or purport to govern) or relate to pollution, protection of the Environment, Releases or threatened Releases of Hazardous Substances, solid or hazardous waste, as any of these terms are or may be defined in such statutes, laws, rules, regulations, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, Release, transport or handling of Hazardous Substances and all laws and regulations with regard to record keeping, notification, disclosure and reporting requirements respecting Hazardous Substances, including the following U.S. laws and any similar foreign laws: the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendment and Reauthorization Act of 1986, 42 U.S.C., et seq.; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and subsequent Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. et seq. (collectively “RCRA”); the Hazardous Materials Transportation Act, as amended, 49 U.S.C., et seq.; the Clean Water Act, as amended, 33 U.S.C., et seq.; the Clear Air Act, as amended (42 U.S.C.-7642); the Toxic Substances Control Act, as amended, 15 U.S.C. et seq.; the Federal Insecticide, Fungicide, and Rodenticide Act as amended, 7 U.S.C.-136y; the Emergency Planning and Community Right-to-Know Act of 1986, as amended, 42 U.S.C., et seq. (Title III of SARA).

     “Environmental Liability” shall mean all liabilities and obligations with respect to all actions, grievances, claims, arbitrations, suits, proceedings, investigations, or requirements, arising under, from or related to Environmental Laws or Hazardous Substances with respect to the operations or ownership of the Assets or the Business on or prior to the Closing Date, including without limitation: (A) any violation or alleged violation of or non-compliance with Environmental Laws, with respect to the ownership, lease, maintenance or operation of the Assets or the Business on or prior to the Closing Date, including, but not limited to, any fines or penalties and the costs associated with

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correcting any such violations or non-compliance; (B) loss of life or injury to persons or property (whether or not such loss, injury or damage arose or was made manifest before the Closing Date or arises or becomes manifest on or after the Closing Date) caused (or allegedly caused) by any Environmental Condition at, on, in, under, migrating or discharged from or in the vicinity of the Assets, to the extent such Environmental Condition resulted from actions or inactions on or prior to the Closing Date; (C) any Remediation (whether or not such Remediation commenced before the Closing Date or commences on or after the Closing Date) of any Environmental Condition at, on, in, under, migrating or discharged from or in the vicinity of the Assets, to the extent such Environmental Condition resulted from actions or inactions on or prior to the Closing Date; (D) any loss of life or injury to persons or property (whether or not such loss, injury or damage arose or was made manifest before the Closing Date or arises or becomes manifest on or after the Closing Date) caused (or allegedly caused) by Hazardous Substances to the extent that such Hazardous Substances have been generated in connection with the Business and transported to any Off-Site Location or the arrangement for such activities on or prior to the Closing Date; and (E) the Remediation (whether or not such Remediation commenced before the Closing Date or commences on or after the Closing Date) of Environmental Conditions related to Hazardous Substances to the extent that such Hazardous Substances have been generated in connection with the Business and transported to any Off-Site Location, or the arrangement for such activities on or prior to the Closing Date.

     “Environmental Permit” shall mean any permit, approval, identification number, license or other authorization required under any applicable Environmental Law.

     “Equipment” shall mean all equipment and tangible personal property used or held for use primarily in the Business by TRW Participants (whether as owner, lessor, lessee or otherwise).

     “Equity Intellectual Property” shall mean all Intellectual Property owned by, subject to ownership by, licensed to, or subject to license to the Aerospace Affiliates, Aerospace Subsidiaries and Subsidiaries thereof.

     “Excluded Intellectual Property” shall mean all Intellectual Property other than the Transferred Intellectual Property.

     “Final Determination” shall mean (i) any final determination of liability in respect of a Tax that, under applicable law, is not subject to further appeal, review or modification through proceedings or otherwise (including the expiration of a statute of limitations or a period for the filing of claims for refunds, amended returns or appeals from adverse determinations), including a “determination” as defined in Section 1313(a) of the Code or execution of an Internal Revenue Service Form 870AD or (ii) the payment of Tax by Buyer, TRW or any of their Affiliates, whichever is responsible for payment of such Tax under applicable law, with respect to any item disallowed or adjusted by a Taxing Authority, provided that such responsible party determines that no action should be taken to recoup such payment and the other party consents, which consent shall not be unreasonably withheld.

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     “GAAP” shall mean United States generally accepted accounting principles as in effect on the date hereof.

     “Governmental Entity” shall mean any federal, state, provincial, county, municipal or local government in the United States, or any political subdivision of any of the foregoing, or any non-U.S. entity of a type similar to the foregoing, or any entity, authority, agency, ministry, commission, tribunal, arbitral body, court or other similar body exercising executive, legislative, judicial, regulatory or administrative authority or functions of or pertaining to government, including any authority or quasi-governmental entity established to perform any of these functions.

     “Hazardous Substances” means any chemicals, materials or substances defined as or included in the definition of “hazardous substances”, “hazardous wastes”, “hazardous materials”, “hazardous constituents”, “restricted hazardous materials”, “extremely hazardous substances”, “toxic substances”, “contaminants”, “pollutants”, “toxic pollutants”, or words of similar meaning and regulatory effect under any applicable Environmental Law including, without limitation, petroleum or petroleum products and asbestos or asbestos-containing materials, polychlorinated biphenyls, or any other chemicals, materials or substances defined or regulated as toxic, or hazardous or as a pollutant or contaminant under any applicable Environmental Law.

     “HSR Act” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

     “Income Taxes” shall mean U.S. federal, state, local or foreign net income or capital gain Taxes (but not any gross income Taxes and not any withholding Taxes).

     “Insurance Agreement” shall mean the agreement relating to the allocation of insurance proceeds, which shall be entered into pursuant to Section 6.20 hereto.

     “Intellectual Property” shall mean all (i) Patents; (ii) Trade Secrets; (iii) Copyrights; (iv) Domain Names; (v) Software and (vi) Trademarks.

     “Inventories” shall mean all inventory, work in process, finished goods, assemblies, sub-assemblies, components, raw materials, and other personal property used or held for use primarily in the Business and held for sale (or for use in products to be held for sale) by any of the TRW Participants.

     “knowledge of Buyer” means the actual knowledge, after reasonable inquiry, of the persons specified on Schedule 1.1(b) hereto.

     “knowledge of TRW” means the actual knowledge, after reasonable inquiry, of the persons specified on Schedule 1.1(a) hereto.

     “Leased Real Property” means the real property (other than the real property listed on Schedule 2.3(b)(x)) leased by or for any of the TRW Participants that is used or held for use primarily in the Business, as tenant, together with, to the extent leased by any of the TRW Participants, all buildings and other structures, facilities or

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improvements currently located thereon, all fixtures thereto, and all easements, licenses, rights and other appurtenances relating to the foregoing.

     “Licensed Intellectual Property” shall mean all Intellectual Property (other than Transferred Intellectual Property) owned by or licensed to TRW and the Asset Selling Subsidiaries that is used or held for use in the Business, as currently conducted, as well as other businesses currently owned by TRW and to which TRW will grant Buyer a license pursuant to Section 6.14(b), 6.14(c), 6.14(d) or 6.14(e) hereto. The Licensed Intellectual Property does not constitute Transferred Intellectual Property.

     “Licensed Trademarks” shall mean the Trademarks set forth in Schedule 6.14(c) that will be licensed by TRW or an Asset Selling Subsidiary to Buyer.

     “Licensed-Back Intellectual Property” shall mean the Intellectual Property included in the Transferred Intellectual Property and Equity Intellectual Property that is used or held for use in the other businesses currently owned by TRW, as currently conducted, and to which Buyer will grant TRW a license pursuant to Section 6.14(a) hereto.

     “Lien” shall mean any mortgage, pledge, lien (statutory or otherwise and including, without limitation, environmental and tax liens), security interest, easement, right of way, limitation, encroachment, covenant, claim, restriction, right, option, conditional sale or other title retention agreement, charge or encumbrance of any kind or nature.

     “Local Standard Practice Instructions” shall mean the document included in Section 4.7 of the TRW Disclosure Letter.

     “Material Adverse Effect” shall mean any circumstance of, change in, or effect on, the Business that has a material adverse effect on (a) the business, results of operations, condition (financial or otherwise), or assets of the Business, or the condition of the Assets, taken as a whole or (b) the ability of TRW to consummate the transactions contemplated herein; provided, however, that “Material Adverse Effect” shall not include any adverse effect to the extent resulting from (i) the Preliminary Transfers, (ii) announcement of the execution of this Agreement and the transactions contemplated hereby, (iii) any action taken by TRW or Buyer or any of their respective representatives or other action required by the terms of this Agreement or necessary to consummate the transactions contemplated by this Agreement or (iv) general economic conditions or other conditions affecting the industry in which the Business generally operates, except to the extent the Business is affected in a disproportionate manner as compared to other companies in the same industry. For the avoidance of doubt, neither TRW’s planned spin-off of its automotive operations nor a business combination transaction involving all or substantially all of the assets or capital stock of TRW alone will constitute a Material Adverse Effect unless such spin-off or transaction results in a material adverse effect on the business, results of operations, condition (financial or otherwise), or assets of the Business, or the condition of the Assets, taken as a whole or the ability of TRW to consummate the transactions contemplated herein.

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     “Net Asset Value” shall have the meaning and be calculated in the manner set forth on the Reference Balance Sheet, including the notes thereto, attached hereto as Schedule 1.1(c).

     “Off-Site Location” means any real property other than the Real Property.

     “Owned Real Property” means the real property (excluding the real property listed on Schedule 2.3(b)(x)) owned by any of the TRW Participants that is used or held for use primarily in the Business together with all buildings and other structures, facilities or improvements currently or hereafter located thereon, all fixtures thereto, and all easements, licenses, rights and other appurtenances relating to the foregoing.

     “Patents” shall mean all United States, international and foreign patents and applications therefor and all reexaminations, reissues, divisions, renewals, extensions, provisionals, continuations and continuations-in-part thereof.

     “Permits” shall mean permits, licenses, variances, exemptions, orders, approvals, authorizations, certificates, filings, franchises, qualifications, notices and rights.

     “Permitted Encumbrances” shall mean with respect to each parcel of Real Property: (a) zoning, planning and building codes and other applicable laws regulating the use, development and occupancy of the Real Property and permits, consents and rules under such laws; (b) encumbrances, easements, rights-of-way, covenants, conditions, restrictions and other matters affecting title to such Real Property which do not materially detract from the value of such Real Property or materially restrict the use of such Real Property; (c) other encumbrances, easements, rights-of-way, covenants, conditions, restrictions and other matters affecting title to such Real Property set forth in Section 4.17 of the TRW Disclosure Letter; (d) leases and subleases of Real Property set forth in Section 4.17 of the TRW Disclosure Letter; and (e) all easements, encumbrances or other matters which are necessary for utilities and other similar services on the Real Property.

     “Permitted Liens” shall mean: (i) Liens identified in the TRW Disclosure Letter, or reflected or referred to in the Financial Statements (including the notes thereto), (ii) Liens for Taxes and other governmental levies not yet due and payable or, if due, (A) not delinquent or (B) being contested in good faith by appropriate proceedings during which collection or enforcement against the property is stayed and with respect to which adequate reserves have been established and are being maintained to the extent required by GAAP, (iii) mechanics’, workmen’s, repairmen’s, warehousemen’s, carriers’ or other Liens, including all statutory Liens, arising or incurred in the ordinary course of business that do not materially interfere with or materially affect the value or use of the respective underlying asset to which such Liens relate, (iv) original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and (v) Liens that do not materially interfere with or materially affect the value or use of the respective underlying asset to which such Liens relate.

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     “Person” shall mean any individual, corporation, general partnership, limited partnership, limited liability partnership, limited liability company, joint stock company, unincorporated organization or association, trust, joint venture or other organization or entity (including, without limitation, any Governmental Entity) as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

     “Post-Closing Tax Period” shall mean any Tax period that begins after the Closing Date.

     “Pre-Closing Tax Period” shall mean any Tax period that ends on or before the Closing Date.

     “Real Property” shall mean the Owned Real Property and the Leased Real Property.

     “Receivables” means any and all accounts receivable, notes and other amounts receivable in respect of the Business.

     “Reference Balance Sheet” shall mean the Balance Sheet of the Business as of May 31, 2002, as adjusted pursuant to the Supplemental Accounting Principles and as attached hereto as Schedule 1.1(c).

     “Release” shall mean any spill, emission, discharge, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching, release, presence or migration of Hazardous Substances in or into the Environment above regulatory standards or into or out of any property, including the movement of Hazardous Substances through or in the Environment or property.

     “Remediation” means an action of any kind to address an Environmental Condition, including the following activities: (a) monitoring, investigation, assessment, treatment, cleanup, containment, encapsulation, removal, mitigation, response or restoration work; (b) obtaining any permits, consents, approvals or authorizations of any Governmental Entity necessary to conduct any such activity; (c) preparing and implementing any plans or studies for any such activity; (d) obtaining a written notice from a Governmental Entity with jurisdiction over the Real Property or an Off-Site Location under Environmental Laws that no material additional work is required by such Governmental Entity; (e) the use, implementation, application, installation, operation or maintenance of removal actions on the Real Property or an Off-Site Location, remedial technologies applied to the surface or subsurface soils, excavation and treatment or disposal of soils at an Off-Site Location, systems for long-term treatment of surface water or groundwater, engineering controls or institutional controls; and (f) any other activities reasonably determined to be necessary or appropriate or required under Environmental Laws to address an Environmental Condition.

     “Restructuring Taxes” shall mean any and all Taxes, including stamp duty and stamp taxes with respect to any transaction entered into in connection with the transfer, by or at the direction of TRW, of the Retained Assets or any other assets that are

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not being sold to Buyer pursuant to this Agreement whether such transfer or transaction occurs before or after the Closing.

     “Software” shall mean all computer software, including all source code, object code, and firmware.

     “Spanish Affiliate” shall mean Compania Espanola de Sistemas Aeronauticos SA.

     “Standard Practice Instructions” shall mean the TRW Standard Practice Instructions, a copy of which has been provided to Buyer under separate cover, which sets forth the written policies and requirements for financial reporting of TRW’s operating units.

     “Subsidiary” shall mean, with respect to any Person, any corporation, partnership, joint venture or other business entity in which such Person directly or indirectly owns, in the aggregate, a majority of the equity interest.

     “Supplemental Accounting Principles” shall mean those accounting principles included as part of Section 4.7 of the TRW Disclosure Letter.

     “Tax” or “Taxes” shall mean all federal, state, local and foreign taxes of any kind whatsoever, including income, gross receipts, license, premium, windfall profits, environmental (including under Section 59A of the Code), fees, levies, duties, tariffs, income, profits, transfer, gains, excise, inventory, property (real, personal or intangible), custom, sales, use, license, registration, withholding, payroll, employment, social security, workers’ compensation, alternative or add-on minimum, unemployment compensation, net worth, capital stock, ad valorem, stamp, documentary, value added and franchise taxes and similar charges whether computed on a unitary, combined or any other basis, including any interest, penalty or addition thereto, whether disputed or not, in each case, whether disputed or not, and including any tax liability that results from Treasury Regulation Section 1.1502-6 or any similar provision of state, local or foreign law, by contract or otherwise.

     “Tax Authority” shall mean any U.S., non-U.S., federal, national, state, provincial, county or municipal or other local government, and any subdivision, agency, commission or authority thereof, or any quasi-governmental body exercising any taxing authority or any other authority exercising Tax regulatory authority.

     “Tax Returns” shall mean any and all reports, returns, information returns, statements, declaration, elections, claims for refund, estimates or other documents (including any related or supporting documentation) filed or required to be filed with any Tax Authority in connection with any determination, assessment, payment or collection of any Tax.

     “Trade Secrets” shall mean all inventions (whether patentable or not), invention disclosures, trade secrets, proprietary information, know how, discoveries, improvements, Software, shop rights, developments, research data, designs, technology,

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test procedures, processes, research data, computer data bases, product development information, blueprints, drawings, sketches, proposal files, designs, design libraries, design data, plans, specifications, procedures, models and prototypes, samples, engineering and R&D notebooks, reports, analyses, assembly instructions, quality control documentation, installation and operation manuals, manufacturing techniques and processes, product literature, business methods and processes, business data, customer lists and contacts, business plans, confidential price lists, marketing plans, financial information, cost and pricing data, documents, business reports, and all other confidential or proprietary information that has commercial value.

     “Trademarks” shall mean all trade names, logos, common law trademarks and service marks, trademark and service mark registrations and applications therefor throughout the world.

     “Transferred Intellectual Property” shall mean all of TRW and the Asset Selling Subsidiaries’ right, title and interest in the Intellectual Property that is used primarily in the Business, including, without limitation, the Intellectual Property listed as “Transferred Intellectual Property” in Section 4.14(a) of the TRW Disclosure Letter.

     “Treasury Regulations” shall mean the Income Tax Regulations promulgated under the Code, as amended.

     “TRW Entities” shall mean, collectively, the TRW Participants and the TRW Selling Shareholders.

     “TRW Participants” shall mean, collectively, TRW, the Asset Selling Subsidiaries, the Aerospace Subsidiaries their Subsidiaries, the Aerospace Affiliates controlled by TRW and their Subsidiaries and the UK Holdco described in Section 2 of Schedule 2.1.

     “TRW Selling Shareholders” shall mean TRW and direct and indirect Subsidiaries of TRW that hold equity interests in the Aerospace Subsidiaries and Aerospace Affiliates, each of which is identified on Schedule 2.2 hereof.

     “UK Items” shall mean the following items set forth on Schedule 2.7: (i) UK Holdco Class A and Class B — Shares, (ii) TRW Aeronautical Systems Ltd. - Assets, (iii) Lucas Aerospace Ltd. — Assets and (iv) Lucas Industries Ltd. — Assets.

     “Underground Storage Tank” shall have the meaning ascribed to such term in Section 6901 et seq., as amended, of RCRA, or any applicable state or local statute, law, ordinance, code, rule, regulation, order ruling, or decree governing underground storage tanks.

     “WARN Act” shall mean the Worker Adjustment and Retraining Notification Act or similar local, state or foreign law.

     (b)  Each of the following terms has the meaning set forth in the Section set forth opposite each term:

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ARTICLE II

PRELIMINARY TRANSFERS; SALE AND PURCHASE OF ASSETS

     Section 2.1 Preliminary Transactions.

     (a)  Prior to the transfers and conveyance of Assets pursuant to the terms of this Article II, TRW shall complete the internal restructuring transactions and transfers set forth on Schedule 2.1 after receiving all necessary clearances from the UK Inland Revenue (collectively, the “Preliminary Transfers”).

     (b)  In completing the Preliminary Transfers, TRW will not be permitted to modify or deviate from the Preliminary Transfers without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed; provided, however, that TRW shall furnish to Buyer all information reasonably necessary to assess the effect on Buyer of any such modification or deviation. Buyer shall promptly provide TRW with the basis for any withholding of a consent pursuant to the preceding sentence.

     (c)  Without limiting the foregoing subsections of this Section 2.1, and notwithstanding anything to the contrary in Section 6.1 hereof, TRW may, in its sole discretion, cause any Aerospace Subsidiary or Aerospace Affiliate to make a distribution of any Retained Assets prior to the Closing. Buyer shall cause any such assets that are not distributed prior to the Closing to be transferred by such Aerospace Subsidiary or Aerospace Affiliate to TRW at or, to the extent not included in the Net Asset Value on the Closing Balance Sheet, after the Closing.

     (d)  Without limiting the foregoing subsections of this Section 2.1, and notwithstanding anything to the contrary in Section 6.1 hereof, TRW may, in its sole discretion, cause any Aerospace Subsidiary or Aerospace Affiliate to make a distribution of cash, cash equivalents and notes prior to the Closing. Buyer shall cause any such assets that are not distributed prior to Closing to be transferred by such Aerospace Subsidiary or Aerospace Affiliate to TRW at or, to the extent not included in the Net Asset Value on the Closing Balance Sheet, after the Closing.

     Section 2.2 Sale of Equity Interests. Subject to the terms and conditions of this Agreement, at the Closing, TRW shall, and shall cause the other TRW Selling Shareholders to, sell, transfer, convey, assign and deliver to Buyer and Buyer shall purchase, acquire and accept from TRW or the applicable TRW Selling Shareholder all of the equity interests of the Aerospace Subsidiaries and Aerospace Affiliates as set forth on Schedule 2.2 hereof held by such TRW Selling Shareholder (the “Equity Interests”). At the Closing, Buyer shall assume all liabilities and obligations arising out of or resulting from the ownership of the equity interests of the Aerospace Affiliates on and after the Closing Date, except for those liabilities that relate to TRW or its

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Subsidiaries breaching or failing to perform an obligation on or before the Closing Date, pursuant to the agreements relating to such equity ownership.

     Section 2.3 Transfer of Assets; Retained Assets.

     (a)  Subject to the terms and conditions of this Agreement and the Ancillary Agreements, at the Closing, TRW shall, and shall cause the Asset Selling Subsidiaries identified on Schedule 2.3(a) to, sell, convey, assign, transfer and deliver to Buyer and Buyer shall purchase, acquire and accept (x) from TRW, all of TRW’s right, title and interest in and to the rights, properties and assets, other than the Retained Assets and the Equity Interests, which are used or held for use primarily in the Business, tangible and intangible, wherever located and (y) from the Asset Selling Subsidiaries, all of the Asset Selling Subsidiaries’ right, title and interest in and to the rights, assets and properties, other than the Retained Assets and the Equity Interests, which are used or held for use primarily in the Business, tangible and intangible, wherever located (each and all such items being herein referred to as the “Acquired Assets”), including all of such right, title and interest to the following:

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     (b)  Notwithstanding Section 2.3(a), the term “Acquired Assets” shall not include the following (each and all such items other than Equity Interests being herein referred to as “Retained Assets”), but only to the extent not included in the Net Asset Value for purposes of the Closing Balance Sheet:

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     Section 2.4 Assumption of Liabilities; Excluded Liabilities.

     (a)  Subject only to the provisions of this Agreement, at the Closing, Buyer shall assume and agree to pay, perform and discharge when due, only the following liabilities and obligations of TRW or the Asset Selling Subsidiaries (the “Assumed Liabilities”):

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     (b)  Notwithstanding anything in this Agreement to the contrary, Buyer shall not assume or be deemed to have assumed, and TRW or the Asset Selling Subsidiaries, as the case may be, shall be solely and exclusively liable with respect to, all liabilities and obligations, whether known or unknown, and, except as specifically noted

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     (c)  Except for the Assumed Liabilities and except as expressly provided otherwise in this Agreement, neither Buyer nor any of its Affiliates is assuming, and shall not be deemed to have assumed, any debts, liabilities, commitments or obligations (including Taxes), whether fixed, contingent or absolute, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whether or not required by GAAP to be reflected in financial statements or disclosed in the notes thereto, of any Aerospace Subsidiary, Aerospace Affiliate or their respective Subsidiaries, and TRW or the Asset Selling Subsidiaries shall remain solely and exclusively liable with regard thereto.

     (d)  Nothing in this Agreement shall be construed to impose on TRW any liability or obligation that does not arise out of, relate to, or concern actions taken by TRW, its Subsidiaries, or Affiliates on or before the Closing Date.

     Section 2.5 The Purchase Price.

     (a)  In consideration of the aforesaid sale, conveyance, assignment, transfer and delivery to Buyer of the Assets and the agreement of TRW to enter into this Agreement, and subject to the adjustments set forth in Section 2.6, Buyer shall assume the Assumed Liabilities and pay or cause to be paid in full to TRW (or its designated Affiliates) for the benefit of TRW and the Asset Selling Subsidiaries (and TRW shall apportion the Purchase Price among the selling parties) an aggregate purchase price of $1,500,000,000 (one billion, five hundred million dollars) in cash (the “Purchase Price”). The Purchase Price will be payable at the Closing by wire transfer of same day funds to an account or accounts and in such amounts as designated by TRW. TRW shall designate such account or accounts and amounts in writing at least two Business Days prior to Closing.

     Section 2.6 Purchase Price Adjustment.

     (a)  Within 90 days after the Closing Date, Buyer shall cause Ernst & Young LLP to prepare and deliver to TRW a balance sheet dated as of the Closing Date

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     (b)  If TRW disagrees with the determination of the Adjustment Amount, TRW shall notify Buyer in writing of such disagreement within the 30-day period immediately following the delivery of the Closing Balance Sheet, which notice shall describe the specific nature of any such disagreement and provide reasonable supporting documentation for such disagreement; provided, however, TRW shall not disagree with any valuation made by Buyer which has been made in accordance with GAAP, as interpreted by the Supplemental Accounting Principles. During the 30-day period of its review, TRW shall have reasonable access to any documents, schedules or work papers used in the preparation of the Closing Balance Sheet. TRW agrees that any failure by it to notify Buyer of any such disagreement prior to end of the 30-day period immediately following the delivery of the Closing Balance Sheet shall be deemed to be an acceptance by TRW of the Closing Balance Sheet and shall constitute a complete waiver of any right of TRW to dispute such Closing Balance Sheet and Adjustment Amount for purposes of this Agreement.

     (c)  Buyer and TRW agree to negotiate in good faith to resolve any such disagreement regarding the determination of the Adjustment Amount, and any resolution of such disagreement agreed to in writing by Buyer and TRW shall be final and binding upon the parties and their successors and assigns. If Buyer and TRW are unable to resolve such disagreement identified by TRW pursuant to Section 2.6(b) within 30 days after delivery to Buyer of written notice of such disagreement by TRW, then the disputed matters shall be referred for final determination to PriceWaterhouseCoopers. If PriceWaterhouseCoopers is unable or unwilling to serve, Buyer and TRW shall jointly select an arbitrator from an internationally recognized accounting firm that is not the independent auditor for either Buyer or TRW; provided, however, that if Buyer and TRW are unable to select such an accounting firm within 45 days after delivery of written notice of a disagreement, the Center for Public Resources shall make such selection. (PriceWaterhouseCoopers or the internationally recognized accounting firm so selected shall be referred to herein as the “Accounting Arbitrator”). The Accounting Arbitrator shall only consider those items and amounts as to which Buyer and TRW have disagreed within the time periods and on the terms specified above and shall resolve the matter in accordance with the terms and provisions of this Agreement and the Ancillary Agreements. The Accounting Arbitrator is expressly limited to the selection of either TRW’s or Buyer’s position on a disputed item (or a position in between the positions of TRW or Buyer) and it shall thus select as a resolution for each disputed matter the position of either Buyer or TRW (or a position in between the positions of TRW or Buyer) (based solely on presentations and supporting material provided by the parties and not pursuant to any independent review) and the Accounting Arbitrator may not impose

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an alternative resolution outside those bounds. The Accounting Arbitrator shall deliver to Buyer and TRW, as promptly as practicable and in any event within 45 days after its appointment, a written report setting forth the resolution of each disputed matter and its determination of the Adjustment Amount determined in accordance with the terms of this Agreement. Such report shall be final, non-appealable and binding upon the parties to the fullest extent permitted by applicable law and may be enforced in any court having competent jurisdiction. The 45-day period for delivering the written report may be extended for up to 30 days for good cause by the mutual written consent of the parties or by the Accounting Arbitrator at its sole discretion. The fees, expenses and costs of the Accounting Arbitrator shall be borne one-half by Buyer and one-half by TRW.

     (d)  If and to the extent the Adjustment Amount is not zero, as finally determined after the procedures set forth in this Section 2.6, the Purchase Price shall be increased on a dollar for dollar basis by the amount of the Adjustment Amount if a positive number, or decreased on a dollar for dollar basis by the Adjustment Amount if a negative number, as the case may be. If the Purchase Price is decreased as a result of the purchase price adjustment mechanism set forth in this Section 2.6, TRW shall pay to Buyer the amount of such decrease along with interest accrued thereon, and if the Purchase Price is increased as a result of the purchase price adjustment mechanism set forth in this Section 2.6, Buyer shall pay to TRW the amount of such increase along with interest accrued thereon, in either case, by delivery within two (2) Business Days of such determination. Interest on the amount of such increase or decrease shall accrue at a rate equal to daily average one month LIBOR plus one percent (1%) commencing on the Closing Date. All payments pursuant to this Section 2.6(d) shall be made by wire transfer of same day funds to an account designated by TRW or Buyer, as the case may be, within two (2) Business Days of such determination.

     Section 2.7 Allocation of Consideration.

     (a)  TRW and Buyer agree to allocate the Purchase Price and the Assumed Liabilities (the sum of the Purchase Price and the Assumed Liabilities shall be referred to herein as the “Closing Price”) as set forth in Schedule 2.7 hereto (the amount set forth on Schedule 2.7 with respect to each item, an “Initial Allocation”); provided that no later than fourteen (14) days after the date hereof, Buyer shall either retain Corporate Value Consulting (Standard & Poor’s) or select and retain such other third-party accounting firm or appraisal firm as is reasonably acceptable to TRW (“Buyer’s Appraiser”) to determine the reasonableness of the allocation of the Closing Price.

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     (b)  Within 30 days of determination of the Adjustment Amount pursuant to Section 2.6 hereof, Buyer shall prepare a revised Purchase Price allocation to provide for the allocation of the Adjustment Amount in a manner that is consistent with the Purchase Price allocation determined pursuant to Section 2.7(a) and shall deliver such revised allocation to TRW for TRW’s review and approval; provided, however, that if TRW does not approve of such revised Purchase Price allocation, TRW shall select and retain a third-party accounting firm or appraisal firm to determine the reasonableness of the allocation of the Adjustment Amount. If Buyer does not approve the revised allocation so determined, the dispute shall be resolved according to the procedures set forth in Section 2.6(c) hereof, provided, however, that in no event shall the aggregate allocation to the UK Items result in an allocation that is less than actual fair market value of the UK Items determined under the principles of Section 2.7(a)(i).

     (c)  Neither TRW, Buyer nor any of their respective Affiliates shall file any Tax Return or other document relating to Taxes or otherwise take any position or agree to take any position relating to Taxes which is inconsistent with the allocation (including any revision under this Section 2.7) determined pursuant to this Section 2.7 unless required to do so pursuant to a Final Determination.

     Section 2.8 Proration.

     (a)  Buyer and TRW agree that all of the items normally prorated, including those listed below, relating to the business and operation of the Acquired Assets will be prorated as of the Closing Date, with TRW liable to the extent such items relate to any time period through the Closing Date, and Buyer liable to the extent such items relate to periods subsequent to the Closing Date:

     (b)  In connection with such proration, in the event that actual amounts are not available at the Closing Date, the proration shall be based upon the actual amount of such Taxes or fees for the preceding year (or appropriate period) for which such actual Taxes or fees are available and such Taxes or fees shall be reprorated upon request of either TRW or Buyer made within sixty (60) days of the date that the actual amounts

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become available. TRW and Buyer agree to furnish each other with such documents and other records as may be reasonably requested in order to confirm all adjustment and proration calculations made pursuant to this Section 2.8.

ARTICLE III

CLOSING

     Section 3.1 Closing. Upon the terms and subject to the conditions of this Agreement and the Ancillary Agreements, the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements (the “Closing”) shall take place no later than five (5) Business Days following the satisfaction or waiver of the conditions set forth in Article VII hereof, at 10:00 a.m., at the offices of Skadden, Arps, Slate, Meagher & Flom, LLP, Four Times Square, New York, New York 10036, or at such other time and place as shall be agreed upon by the parties hereto. The date on which the Closing occurs is herein referred to as the “Closing Date.” The Closing will be deemed to have occurred as of 11:59 p.m. local time on the Closing Date.

     Section 3.2 Deliveries at Closing.

     (a)  At the Closing, TRW shall deliver or cause to be delivered to Buyer (unless previously delivered), the items identified on Schedule 3.2(a).

     (b)  At the Closing, Buyer shall deliver or cause to be delivered to TRW (unless previously delivered), the items identified on Schedule 3.2(b).

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF TRW

     Except as disclosed in a separate disclosure statement, a copy of which has been delivered by TRW to Buyer prior to the execution of this Agreement and is attached hereto (the “TRW Disclosure Letter”), TRW hereby represents and warrants to Buyer the matters set forth below. Information disclosed in any section of the TRW Disclosure Letter shall be deemed to be disclosed with respect to such other sections of this Agreement or the TRW Disclosure Letter to which such disclosure on its face would reasonably pertain in light of the form and substance of the disclosure made. All representations and warranties relating to the Spanish Affiliate are made only to the knowledge of TRW.

     Section 4.1 Organization and Existence. Each of the TRW Entities is a legal entity duly established, validly existing, and (where applicable) in good standing under the laws of its jurisdiction of organization or incorporation, as the case may be. Each of the TRW Entities has all requisite power and authority to own, lease and operate its properties and to conduct the Business as it is currently conducted, except where the

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failure to have such power and authority, individually or in the aggregate, has not resulted, and is not reasonably likely to result, in a Material Adverse Effect. Each of the TRW Entities is duly qualified or licensed to do business under the laws of each jurisdiction in which the nature of the activities conducted by it makes such qualification necessary, except where the failure to be so qualified or licensed, individually or in the aggregate, has not resulted, and is not reasonably likely to result, in a Material Adverse Effect.

     Section 4.2 Power and Authority. TRW has all requisite corporate or other organizational power and authority to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements to which it is a party. Each of the TRW Selling Shareholders and Asset Selling Subsidiaries has all requisite corporate or other organizational power and, as of the Closing, will have the corporate or other organizational authority to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements to which it is a party.

     Section 4.3 Authorization. The execution and delivery by TRW of, the performance by TRW of its obligations under, and the consummation by TRW of the transactions contemplated by, this Agreement have been, and the other Ancillary Agreements, as of the Closing, will be, duly authorized by all requisite organizational action of TRW. The execution and delivery by each of the Asset Selling Subsidiaries and the TRW Selling Shareholders of, the performance by each of the Asset Selling Subsidiaries and the TRW Selling Shareholders of its obligations under, and the consummation by each of the Asset Selling Subsidiaries and the TRW Selling Shareholders of the transactions contemplated by, the Ancillary Agreements, as of the Closing, will be duly authorized by all requisite organizational action of each such Asset Selling Subsidiary and TRW Selling Shareholder.

     Section 4.4 Binding Effect. This Agreement has been duly executed and delivered by TRW and is, and each Ancillary Agreement will be duly executed and delivered by each TRW Entity which is a party thereto and when executed and delivered by all parties thereto will be, the valid and binding obligation of the TRW Entities which are a party hereto or thereto, enforceable against the TRW Entities which are a party hereto or thereto in accordance with their terms, assuming due authorization, executions and delivery by Buyer (and as applicable, Buyer’s Affiliates).

     Section 4.5 Interest in Subsidiaries and Affiliates.

     (a)  Section 4.5 of the TRW Disclosure Letter sets forth the name and jurisdiction of organization or incorporation, the authorized capital stock, partnership capital or equivalent, the number and type of its issued and outstanding shares of capital stock, partnership interest or similar ownership interests and the current ownership of such shares, partnership interests or similar ownership interests of each Aerospace Subsidiary and their Subsidiaries and each Aerospace Affiliate and their Subsidiaries.

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     (b)  All of the shares of capital stock of, or other equity interest in, the Aerospace Subsidiaries and the Aerospace Affiliates owned by TRW Selling Shareholders, (i) are owned by one or more TRW Selling Shareholders, free and clear of all Liens, and (ii) have been duly authorized, validly issued and are fully paid and nonassessable.

     (c)  There are no outstanding options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the capital stock of, or other equity interest in, any Aerospace Subsidiary or in any Aerospace Affiliate, obligating any TRW Selling Shareholder, Aerospace Subsidiary or Aerospace Affiliate, at any time or upon the occurrence of certain events, to offer, issue, sell, transfer, vote or otherwise dispose of or sell any shares of capital stock of, or other equity interest in, any Aerospace Subsidiary or Aerospace Affiliate.

     Section 4.6 No Defaults; Consents. (a) Neither the execution and delivery of this Agreement or any Ancillary Agreement by the TRW Entities, nor the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements will violate, breach, contravene, conflict with, result in the termination or acceleration of, entitle any party to payment under, entitle any party to exercise any right of first refusal, first offer, preemptive right or other option right under, or otherwise constitute or give rise to a Default under, as applicable, (i) any provision of the articles of incorporation, the by-laws or similar organizational documents of any of the TRW Entities, (ii) any Contract or other instrument or obligation to which any of the TRW Entities is a party or by which any of the Assets or Subsidiary interests are bound, or (iii) any writ, injunction, decree, statute, rule or regulation applicable to any TRW Selling Shareholder, any Asset Selling Subsidiary or the Assets or the Subsidiary interests; except, in the case of the foregoing clauses (ii) and (iii), for such violations, breaches, conflicts, terminations, accelerations, entitlements or Defaults which, individually or in the aggregate, have not resulted in, or which would not reasonably be likely to result in, a Material Adverse Effect.

     (b)  No filing with or notice to, and no permit, authorization, registration, consent or approval of, any Governmental Entity is required on the part of any TRW Entity for the execution, delivery and performance by TRW of this Agreement or the consummation by any TRW Entity of the transactions contemplated hereby, except (i) the filing of a notification and report form under the HSR Act and the termination or expiration of any waiting period under the HSR Act, (ii) the filings, consents, approvals or clearances required under any foreign antitrust or investment laws (including without limitation under Council Regulation No. 4064/89 of the European Community, as amended (the “EU Merger Regulation”)), (iii) the filings, consents, approvals or clearances required by the department of defense or department of aviation of any jurisdiction, including, without limitation, the United States Department of Defense, the Ministry of Defense of the United Kingdom and the Federal Aviation Agency, or (iv) where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have, individually or in the aggregate, and would not reasonably be likely to have, a Material Adverse Effect.

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     Section 4.7 Financial Statements.

     (a)  Section 4.7(a) of the TRW Disclosure Letter contains the Supplemental Accounting Principles and the following financial statements relating to the Business: the balance sheet of the Business as of March 29, 2002 and May 31, 2002 and the related Statement of Operations for the respective three-month period and five-month period then ended (collectively the “2002 Financial Statements”).

     (b)  The 2002 Financial Statements have been prepared in accordance with the books of account and other financial records of the TRW Entities, the Standard Practice Instructions as applied by the Business, Local Standard Practice Instructions in use by the Business and with the Supplemental Accounting Principles, in use by the Business, as of the dates and for the periods set forth. The 2002 Financial Statements present fairly, in all material respects, in accordance with GAAP consistently applied, the consolidated financial condition and results of operations of the Business as of March 31, 2002 and May 31, 2002 and for the respective three-month period and five-month period then ended, subject to normal year-end adjustments, except that they exclude all applicable footnote disclosure as required by GAAP and except as set forth in Section 4.7(b) of the TRW Disclosure Letter.

     (c)  Section 4.7(c) of the TRW Disclosure Letter contains the following financial statements relating to the Business: the balance sheets of the Business as of December 31, 2000 and December 31, 2001, and the related statements of operations for the annual periods ended on such dates, respectively (collectively, the “Historical Financial Statements”). The Historical Financial Statements have been prepared in accordance with the books of account and other financial records of the TRW Entities, the Standard Practice Instructions as applied by the Business and Local Standard Practice Instructions in use by the Business, as of the dates and for the periods therein set forth. The Historical Financial Statements present fairly, in all material respects, in accordance with GAAP consistently applied, the consolidated financial condition and results of operations of the Business as of December 31, 2000 and December 31, 2001 and for the respective twelve-month periods then ended, except that they exclude all applicable footnote disclosure as required by GAAP and except as set forth in Section 4.7(c) of the TRW Disclosure Letter.

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     Section 4.8 No Undisclosed Liabilities. The TRW Participants have no liabilities (whether absolute, accrued, contingent or otherwise) that are required by GAAP (as consistently applied by the Business in accordance with the Standard Practice Instructions or the Business’ Local Standard Practice Instructions, which are in accordance with GAAP) to be reflected on the consolidated financial statements of the Business or reflected in the footnotes thereto, except (a) liabilities disclosed and reserved against in the May 31, 2002 Balance Sheet, (b) items disclosed in Section 4.8 of the TRW Disclosure Letter, (c) liabilities incurred in the ordinary course of business consistent with past practice since May 31, 2002 and (d) liabilities that, individually or in the aggregate, have not resulted in, or which would not be reasonably likely to result in, a Material Adverse Effect.

     Section 4.9 Absence of Certain Changes. Since May 31, 2002, the TRW Entities have conducted the Business in the ordinary course of business consistent with past practice and have not experienced any development or change which, individually or in the aggregate, has resulted in or which would be reasonably likely to result in a Material Adverse Effect. From May 31, 2002 until the date of this Agreement, none of the TRW Entities has undertaken any actions that are material in the aggregate to the Business and that would be prohibited under Section 6.1(a) if undertaken after the date hereof.

     Section 4.10 Litigation. Except as set forth in the litigation schedule included in Section 4.10 of the TRW Disclosure Letter, as of the date of litigation schedule there is no claim, demand, action, suit, in law or in equity, or proceeding or audit outside the ordinary course of business or, to the knowledge of TRW, investigation (collectively “Actions”) before or involving any Governmental Entity or private arbitration tribunal pending or, to the knowledge of TRW, threatened, against any TRW Entity in respect of the Assets or the Business which, individually or in the aggregate, has resulted in, or which, if determined adversely to TRW, would be reasonably likely to result in a Material Adverse Effect. There are no judgments, decrees, orders, agreements or litigation or other adversary proceeding settlements specifically against or binding upon any of the TRW Participants or the Business, or which prohibit or restrict the Business as currently conducted, or to the knowledge of TRW, any such actions threatened against any of the TRW Participants except as set forth in Section 4.10 of the TRW Disclosure Letter or that, individually or in the aggregate, have not resulted in, and would, if determined adversely to TRW, not reasonably be likely to result in, a Material Adverse Effect.

     Section 4.11 Compliance with Applicable Law.

     (a)  Each TRW Entity holds all Permits necessary for each of them to own, lease or operate its properties and assets and for the lawful conduct of their respective businesses (with respect to the Business), except where the failure to hold such Permits would not, individually or in the aggregate, be reasonably likely to result in a Material Adverse Effect. No material Permit is or will be materially impaired by the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

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     (b)  Each TRW Entity is in compliance with the terms of its respective Permits (with respect to the Business), except where noncompliance with the terms of such Permits would not, individually or in the aggregate, be reasonably likely to result in a Material Adverse Effect.

     (c)  Each TRW Entity has complied and is in compliance, in all material respects, with all material laws, rules and regulations, ordinances, judgments, decrees, orders, writs, and injunctions of all Governmental Entities applicable to the Business except as disclosed in Section 4.11 of the TRW Disclosure Letter, and no written notice has been received by a TRW Entity (with respect to the Business) alleging any material violation of any of the foregoing.

     Section 4.12 Taxes.

     (a)  All material Tax Returns required to be filed with respect to each of the Asset Selling Subsidiaries and their Subsidiaries (including the consolidated federal income Tax Return of TRW and any state, local or foreign Tax Return that includes any of the Aerospace Subsidiaries on a consolidated, combined or unitary basis) have been timely filed, and all such Tax Returns are true, correct and complete in all material respects; all Taxes shown as due on such Tax Returns as filed have been paid; there are no material Tax liens (other than Permitted Liens) on the Acquired Assets of the Business; and TRW and each other entity transferring a United States real property interest (within the meaning of Section 897(c)(1) of the Code) hereunder is not a foreign person within the meaning of Section 1445(f)(3) of the Code.

     (b)  Each of the TRW-controlled Aerospace Affiliates and their respective Subsidiaries have withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, former employee, independent contractor, creditor, stockholder, or other third party.

     (c)  No position has been asserted or adjustment proposed in writing by any Tax Authority, and there are no pending or, to the knowledge of TRW, threatened actions or proceedings for the assessment or collection of Taxes against the TRW-controlled Aerospace Affiliates or any of their Subsidiaries, which, if asserted by such Tax Authority in a Tax period ending after the date of this Agreement, has resulted or would reasonably be likely to result in a Material Adverse Effect. No issues have been raised in any examination by any Taxing Authority with respect to any of the Acquired Assets, the TRW-controlled Aerospace Affiliates or their respective Subsidiaries which, by application of similar principles, reasonably could be expected to result in a proposed deficiency or increase in Tax for any other period not so examined. Section 4.12(c) of the TRW Disclosure Letter lists all state, local, and foreign income Tax Returns filed with respect to any of the TRW-controlled Aerospace Affiliates and their respective Subsidiaries for taxable periods ended on or after December 31, 1999, indicates those Tax Returns that have been audited, and indicates those Tax Returns that currently are the subject of audit. TRW delivered or made available to Buyer correct and complete copies all Tax Returns, examination reports, and statements of deficiencies assessed against or

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     (d)  None of the TRW-controlled Aerospace Affiliates and their respective Subsidiaries has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

     (e)  To the knowledge of TRW no liability is outstanding or has been asserted against any of the Aerospace Affiliates or their Subsidiaries, with respect to material Taxes of any other Person pursuant to any Tax allocation or sharing agreement with any such Person, or any agreement to indemnify any such Person with respect to Taxes.

     (f)  Each of the TRW-controlled Aerospace Affiliates and their respective Subsidiaries qualifies and has since the date of its formation qualified to be treated as a corporation for federal income tax purposes and none of the TRW-controlled Aerospace Affiliates and their respective Subsidiaries nor, to the knowledge of TRW, any of the shareholders thereof has taken a position inconsistent with such treatment with regard to any Tax.

     Section 4.13 Employee Benefit Plans.

     (a)  Section 4.13 of the TRW Disclosure Letter contains a true and complete list of each Assumed Plan and of each material Plan. For all purposes herein, “Plan” shall mean each material “welfare” plan, fund or program (within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)); each material “pension” plan, fund or program (within the meaning of Section 3(2) of ERISA); and each other material employee benefit plan, including, but not limited to, any bonus, retention, incentive, deferred compensation, vacation, stock purchase, stock option, severance, change of control or fringe benefit plan, agreement, program or written policy, in each case, that is sponsored, maintained or contributed to or required to be contributed to by TRW or any ERISA Affiliate thereof (in any event, including the Aerospace Subsidiaries and the Aerospace Affiliates and their respective Subsidiaries) or to which TRW or any ERISA Affiliate thereof is party, for the benefit of any employee or former employee of the Business (the “Plans”). Each Plan that is (i) sponsored and maintained solely by any Aerospace Subsidiary or any Aerospace Affiliate or any of their respective Subsidiaries and (ii) expressly assumed by Buyer pursuant to Section 6.8 and identified as such on Section 4.13 of the TRW Disclosure Letter shall be referred to herein as an “Assumed Plan.” For purposes of this Agreement, (x) “Business Plan” means each Assumed Plan and each Plan with respect to which Buyer receives assets pursuant to Section 6.8 and (y) “ERISA Affiliate” means, with respect to any entity, trade or business, any other entity, trade or business that is, or was at the relevant time, a member of a group described in Section 4.14(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes or included the first entity, trade or business, or that is, or was at the relevant time, a member of the same “controlled group” as the first entity, trade or business pursuant to Section 4001(a)(14) of ERISA.

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     (b)  With respect to each Plan that is a Multiemployer Plan (as defined in Section 4.13(i)), the representations in Sections 4.13(b) through (g) and (k) through (m) shall not be applicable.

     (c)  With respect to each Business Plan, TRW has heretofore delivered or made available to Buyer true and complete copies of each of the following documents: (i) a copy of the Plan (or to the extent no such copy exists, an accurate written description thereof), and any amendments, trusts, and insurance contracts with respect thereto; (ii) a copy of the most recent summary plan description and summary of material modifications required under ERISA with respect thereto; (iii) with respect to each Business Plan that is a pension plan within the meaning of Section 3(1) of ERISA (a “Pension Plan”), a copy of each trust or other funding arrangement; (iv) the most recent determination letter (or analogous approval in a jurisdiction other than the United States) most recently issued by the U.S. Internal Revenue Service (“IRS”) (or other relevant national or provincial tax authority); (v) the most recently prepared actuarial report and financial statement and (vi) the two most recent Annual Reports (Form 5500 Series). Except as specifically provided in the foregoing documents delivered or made available to Buyer, there are no amendments to any Business Plan that has been adopted or approved, nor has any party undertaken to make any such amendments or to adopt or approve any new Business Plan. With respect to each material Plan (other than a Business Plan), TRW has heretofore delivered or made available to Buyer true and complete copies of each of the following documents: (i) a copy of the Plan (or to the extent no such copy exists, an accurate written description thereof) and (ii) a copy of the most recent summary plan description and summary of material modifications under ERISA with respect thereto, to the extent these documents exist for such plans.

     (d)  With respect to each Plan that is subject to United States law, each such Plan that is a Pension Plan is now and always has been operated in accordance with its terms and the requirements of all applicable laws, regulations and rules promulgated thereunder, including, without limitation, ERISA and the Code, except to the extent such noncompliance would not reasonably be expected to result in a Material Adverse Effect. There are no material pending or, to the knowledge of TRW, threatened claims (other than claims for benefits in the ordinary course) or lawsuits with respect to the Affected Employees which have been asserted or instituted, and, to the knowledge of TRW, no set of circumstances exists which may reasonably give rise to a claim or lawsuit, against the Assumed Plans, any fiduciaries thereof with respect to their duties to the Assumed Plans or the assets of any of the trusts under any of the Assumed Plans which could reasonably be expected to result in any material liability of Buyer, the Aerospace Subsidiaries or the Aerospace Affiliates or any of their respective subsidiaries to the Pension Benefit Guaranty Corporation, the Department of Treasury, the Department of Labor, any Multiemployer Plan, any Plan, any participant in a Plan, or any other party.

     (e)  Each Business Plan that is intended to be qualified under Section 401(a) of the Code or Section 401(k) of the Code has timely received a favorable determination letter from the IRS that has not been revoked to the effect that such Business Plan and the related trust is so qualified, and no fact or event has occurred since the date of such determination letter or letters from the IRS to adversely affect the

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qualified status of any such Business Plan or the exempt status of any such trust. No trust funding any Business Plan is intended to meet the requirements of Code Section 501(c)(9).

     (f)  With respect to each Business Plan that is subject to United States law, no liability under Title IV or Section 302 of ERISA has been incurred by TRW, the Aerospace Affiliates or the Aerospace Affiliates or any of their respective ERISA Affiliates that has not been satisfied in full, and to the knowledge of TRW, no condition exists that presents a material risk to Buyer of incurring any such liability, other than liability for premiums due the Pension Benefit Guaranty Corporation (which premiums have been fully paid when due). Without limiting the generality of the foregoing, with respect to each Business Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code: (i) there does not exist any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not waived; (ii) as of January 1, 2002, the fair market value of the assets of such Business Plan held with respect to the Affected Employees equals or exceeds the projected benefit obligation (“PBO”) determined in accordance with Statement of Financial Accounting No. 87 (“FAS”) of the accrued obligations of such Business Plan (whether or not vested); (iii) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred, and the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements will not result in the occurrence of any such reportable event; (iv) no liability (other than for premiums to the PBGC) under Title IV of ERISA has been or is expected to be incurred by the Aerospace Subsidiaries or the Aerospace Affiliates or any of their respective Subsidiaries or ERISA Affiliates; (v) the PBGC has not instituted proceedings to terminate any such Business Plan and to the knowledge of TRW, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such Business Plan; and (vi) there is not now, nor to the knowledge of TRW, do any circumstances exist that could give rise to, any requirement for the posting of security with respect to any such Business Plan or the imposition of any Lien on the assets of the Business or any Aerospace Subsidiary or Aerospace Affiliate or any of their respective subsidiaries under ERISA or the Code.

     (g)  With respect to each Business Plan that is subject to United States law, all pension contributions and payments required to be made with respect to any Business Plan by applicable law or regulation or by any plan document or other contractual undertaking, and all premiums due or payable with respect to insurance policies funding any Business Plan, for any period through the date hereof have been timely made or paid in full or, to the extent not required to be made or paid on or before the date hereof, have been fully reflected on the Financial Statements. Each Assumed Plan that is an employee welfare benefit plan under Section 3(1) of ERISA either (i) is funded through an insurance company contract and is not a “welfare benefit fund” with the meaning of Section 419 of the Code or (ii) is unfunded.

     (h)  Except as set forth in Section 4.13 of the TRW Disclosure Letter, no Plan provides that the consummation of the transactions contemplated by this

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Agreement will, either alone or in combination with another event, (i) entitle any current or former employee or officer of the Business to any severance pay, unemployment compensation or other payment or benefit, except as expressly provided in this Agreement, or (ii) materially accelerate the time of payment or vesting of any amount or benefit, or increase the amount of compensation or benefits due any such employee or officer.

     (i)  Except as set forth in Section 4.13 of the TRW Disclosure Letter: (i) no Plan is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (a “Multiemployer Plan”) or a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA (a “Multiple Employer Plan”); (ii) none of TRW, the Aerospace Subsidiaries or the Aerospace Affiliates nor any ERISA Affiliates thereof has, at any time during the last six years, contributed to or been obligated to contribute to any Multiemployer Plan or Multiple Employer Plan with respect to any Affected Employee; (iii) none of the Aerospace Subsidiaries or the Aerospace Affiliates nor any ERISA Affiliates has incurred or, to the knowledge of TRW, is reasonably expected to incur, any liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan (as those terms are defined in Part I of Subtitle E of Title IV of ERISA) that has not been satisfied in full; (iv) as a result of the transaction set forth in this Agreement or otherwise, to the knowledge of TRW, no such Multiemployer Plan is in reorganization, and no increased contributions may be required to avoid a reduction in benefits or an excise tax; and (v) neither TRW nor any subsidiary has failed to make any required contribution with respect to such Multiemployer Plan.

     (j)  There does not now exist, nor do any circumstances exist that could reasonably be expected to result in a liability of the Aerospace Subsidiaries (other than the Asset Selling Subsidiaries) or the Aerospace Affiliates or any of their respective subsidiaries following the Closing, as a result of joint and several liability, with respect to any liabilities of an entity other than the Aerospace Subsidiaries or the Aerospace Affiliates or any of their respective Subsidiaries (i) under Title IV of ERISA, (ii) under Section 302 of ERISA, (iii) under Sections 412 and 4971 of the Code, or (iv) as a result of a failure to comply with the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code. None of the Aerospace Affiliates or Aerospace Subsidiaries or any of their respective Subsidiaries, nor any fiduciary with respect to a Business Plan, has engaged in any “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA), which could subject any of the Business Plans or their related trusts, the Aerospace Affiliates (other than the Asset Selling Subsidiaries) or Aerospace Subsidiaries or any of their respective Subsidiaries or any Person that any such entity has an obligation to indemnify, to any material tax or penalty imposed under Section 4975 of the Code or Section 502 of ERISA.

     (k)  With respect to Affected Employees and former employees of the Business, no TRW Participant has or could reasonably be expected to have any liability for life, health, medical or other welfare benefits to former employees or persons who could become former employees or beneficiaries or dependents thereof, except for health continuation coverage as required by Section 4980B of the Code or Part 6 of Title I of

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ERISA and at no expense to the TRW Participant (each such plan, practice or arrangement, a “Retiree Plan”). With respect to Affected Employees and former employees of the Business, each Retiree Plan that is an Assumed Plan can be freely amended or terminated without the consent of participants without liability according to its terms, and no representations or communications have been made that any such Retiree Plan could or would not be so amended or terminated.

     (l)  Each individual who renders services to the Aerospace Subsidiaries or the Aerospace Affiliates or any of their respective Subsidiaries who is classified as having the status of an independent contractor or other non-employee status for any purpose (including for purposes of taxation and Tax reporting and under the Plans) is properly so characterized except as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect.

     (m)  With respect to each Business Plan that is not subject to United States law (each, a “Non-U.S. Benefit Plan”):

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     (n)  There are no actions, proceedings or claims (other than routine claims for benefits) outstanding, pending or threatened by the UK Affected Employees or any of them in respect of the TRW UK pension scheme relating to any act, event, omission or other matter arising out of or in connection with the TRW UK pension scheme.

     (o)  TRW has taken all necessary action with respect to trade unions, work councils and employee representatives required to be, or which would be customarily, taken prior to the date hereof in connection with the transactions contemplated by this Agreement.

     Section 4.14 Intellectual Property.

     (a)  Section 4.14(a) of the TRW Disclosure Letter sets forth a true and complete list of all material (i) Patents, (ii) Trademarks, (iii) Copyright, (iv) Domain Names and (v) Software (but excluding off-the-shelf Software) included in the Equity Intellectual Property and Transferred Intellectual Property. Within 30 days following the date of this Agreement, Section 4.14(a) of the TRW Disclosure Letter will be updated to specify whether such Intellectual Property constitutes Equity Intellectual Property or Transferred Intellectual Property.

     (b)  The Equity Intellectual Property and Transferred Intellectual Property includes all of the Intellectual Property used or held for use primarily in the Business by the TRW Participants. The Business Intellectual Property includes all of the Intellectual Property used in the operation of the Business immediately prior to the Closing (with the exception of Software obtained pursuant to corporate-level agreements listed in Section 4.14(b) of the TRW Disclosure Letter) and, to TRW’s knowledge, no facts or circumstances exist with respect to the Business Intellectual Property that would reasonably be expected to preclude, or limit or impair in any material respect, Buyer’s ability to conduct the Business as currently conducted.

     (c)  To the knowledge of TRW, other than as set forth in Section 4.14(c) of the TRW Disclosure Letter, no TRW Participant has interfered with, infringed upon, misappropriated or violated any Intellectual Property rights of any third party. No TRW Participant has received written notice from any third party alleging any such interference, infringement, misappropriation or violation. To the knowledge of TRW, no third party has interfered with, infringed upon, misappropriated or violated any Business Intellectual Property in any material respect and TRW has no knowledge of any information, materials, facts or circumstances that would render any of the Business Intellectual Property invalid or unenforceable in any material respect.

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     (d)  The owned Business Intellectual Property, excluding the Licensed Trademarks and the Licensed Intellectual Property, is owned by one of the TRW Participants free and clear of any Liens other than Permitted Liens. 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.

     (e)  All material application, registration, maintenance and renewal fees in connection with the registered owned Business Intellectual Property and applications therefor have been paid and all material documents and certificates in connection with such registered owned Business Intellectual Property have been filed with the relevant patent, copyright, trademark or other authority in the United States, regional or non-U.S. jurisdictions, as the case may be, for the purposes of maintaining such registered owned Business Intellectual Property except as would not reasonably be likely, individually or in the aggregate, to result in a Material Adverse Effect.

     (f)  Other than as set forth in Section 4.14(f) of the TRW Disclosure Letter, no TRW Participant licenses any Business Intellectual Property to third parties, or permits third parties to use any Business Intellectual Property rights and no TRW Participant owes any material royalties or payments to any third party for using or licensing to others any Business Intellectual Property.

     (g)  The TRW Participants have taken commercially reasonable steps to protect the TRW Participants’ rights in confidential information and Trade Secrets of the TRW Participants or as required by any other person who has provided its confidential or proprietary information, source code or Trade Secrets to the TRW Participants, including by requesting that employees of the Business assign to a TRW Participant their Intellectual Property rights created for the Business, except where the failure to take such steps would not reasonably be likely to result in a material adverse impact or the Business.

     Section 4.15 Labor Relations; Employees. Except as set forth in the TRW Disclosure Letter, to the knowledge of TRW, none of the Affected Employees is represented by any labor organization and no union organizing activities have occurred with respect to Affected Employees within the past year. Except as set forth in the TRW Disclosure Letter, no TRW Participant is a party to or bound by any collective bargaining or similar agreement with any labor organization applicable to Affected Employees. Except as set forth in Section 4.15 of TRW Disclosure Letter, (i) there is no labor strike, dispute, lock-out or stoppage pending or, to the knowledge of TRW, threatened, against or affecting the Business and the Business has not experienced any such strike, dispute, lock-out or stoppage within the past two years and (ii) to the knowledge of TRW, the Business has not materially breached or otherwise failed to comply with the provisions of any collective bargaining or union contract and there are no material written grievances outstanding against the Business under any such agreement or contract. With respect to

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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. 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.

     Section 4.16 Environmental Matters. Except as set forth in Section 4.16 of the TRW Disclosure Letter, or except as has not, individually or in the aggregate, resulted in, or would not be reasonably likely to result in, a Material Adverse Effect:

     (a)  The TRW Participants are, and within all applicable statutes of limitation have been, in compliance in all respects with all Environmental Laws applicable to the operation of the Business as currently or formerly conducted;

     (b)  The TRW Participants have obtained all Environmental Permits (each of which is in full force and effect) required for the conduct and operation of the Business and are in compliance with the terms and conditions therein;

     (c)  No review by, or approval of, any Governmental Entity or other Person is required under any order or agreement currently in effect in connection with the execution or delivery of this Agreement and the consummation of the transactions contemplated hereby; and

     (d)  There is no Environmental Claim pending, or to the knowledge of TRW, threatened, against any TRW Participant, or against any Person (including without limitation any predecessor of any TRW Participant) whose liability any TRW Participant has or may have retained or assumed either contractually or by operation of law, in connection with, related to or arising out of the ownership or operation of the Business.

     (e)  As soon as practicable following the date of this Agreement, TRW will provide Buyer with a list of any Aboveground Storage Tanks or Underground Storage Tanks that are beneath any Owned Real Property or Leased Real Property as of the date of this Agreement.

     (f)  TRW has previously furnished to Buyer or its representatives the results of any ground, water or soil monitoring undertaken by the TRW Participants or undertaken by any Governmental Entity and known to TRW relating to the TRW Participants or any real property currently or previously owned or leased by the TRW Participants.

     (g)  Section 4.16 of the TRW Disclosure Letter identifies all material environmental audits, assessments or occupational health studies undertaken by the TRW

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Participants or its agents or undertaken by any Governmental Entity or any other Person and known to TRW, relating to the TRW Participants or any real property currently or previously owned or leased by the TRW 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.

     Section 4.17 Real Property.

     (a)  Section 4.17(a) of the TRW Disclosure Letter includes a complete and correct list of each parcel of Owned Real Property.

     (b)  Section 4.17(b) of the TRW Disclosure Letter includes a complete and correct list of all leases relating to the Leased Real Property. True, correct and complete copies, including all amendments thereto, of each such lease have been provided to Buyer or its representatives.

     (c)  The applicable TRW Participant holds good, valid and marketable title to each parcel of Owned Real Property in fee simple absolute, free and clear of all Liens, except for Permitted Encumbrances and Permitted Liens and is in exclusive possession thereof. To the knowledge of TRW, no material expenditures are required, in TRW’s reasonable discretion, to be made for the repair or maintenance of any improvements on the Owned Real Property or for the Owned Real Property to be used for its intended purpose other than routine repairs and maintenance in the ordinary course of business.

     (d)  The applicable TRW Participant holds good, valid and marketable leasehold title to each parcel of Leased Real Property, free and clear of all Liens, other Permitted Liens and Permitted Encumbrances, and is in exclusive possession as lessee thereof. Each parcel of Leased Real Property is held under a valid, binding and enforceable lease, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws relating to or limiting creditors’ rights generally. No TRW Participant is in material default under any material agreement relating to the Leased Real Property nor, to the knowledge of TRW, is any other party thereto in material default thereunder. There is no pending or, to the knowledge of TRW, threatened action or proceeding that could materially interfere with the use by the lessee of any such Leased Real Property. To the knowledge of TRW, no material expenditures are required, in TRW’s reasonable discretion, to be made for the repair or maintenance of any improvements on the Leased Real Property which exceed those set forth in the 2002 Capital Expenditure Plan (which is set forth on Schedule 6.1(a)(xv)), or for routine repairs and maintenance in the ordinary course of business.

     (e)  There are no condemnation proceedings or eminent domain proceedings of any kind pending or, to the knowledge of TRW, threatened with respect to any portion of the Real Property.

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     (f)  None of the improvements comprising the Real Property, or the businesses conducted by any TRW Participant thereon, is in violation of any building line or use or occupancy restriction, limitation, condition or covenant of record or any zoning or building law, code, or ordinance, public utility or other easement or other applicable law, except for violations which, individually or in the aggregate, have not resulted in, and would not reasonably be likely to result in, a Material Adverse Effect.

     Section 4.18 Material Contracts.

     (a) Section 4.18 of the TRW Disclosure Letter lists each of the following Contracts of the TRW Participants that relate primarily to the Business and exist as of the date hereof (the “Material Contracts”):

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     (b)  Each Material Contract is valid and binding on the TRW Participants pursuant to its terms and is in full force and effect, except as disclosed in Section 4.18 of the TRW Disclosure Letter. None of the TRW Entities, or, to the knowledge of TRW, any other party thereto, is in breach of or default under, any Material Contract and, to the knowledge of TRW, no event has occurred and no condition exists which, with the lapse of time, the giving of notice, or both, or the happening of any further event or condition, would become a default of a provision under any Material Contract, except for such breaches or defaults which have not resulted in, or would not be reasonably likely to result in, individually or in the aggregate, a Material Adverse Effect. None of the TRW Entities has released or waived any material right or benefit under any such Material Contract other than in the ordinary course of business consistent with past practices.

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     Section 4.19 Title to Assets. 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.

     Section 4.20 Affiliated Transactions. Except as described in Section 4.20 of the TRW Disclosure Letter, and except for trade payables and receivables arising in the ordinary course of business for purchases and sales of goods or services consistent with past practice on terms no less favorable than those available from non-Affiliated parties, the Aerospace Subsidiaries, the Aerospace Affiliates or their Subsidiaries have not been a party over the past 12 months to any material transaction or agreement with TRW or any Affiliate of TRW (other than the Aerospace Subsidiaries, the Aerospace Affiliates or their respective Subsidiaries). 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. 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.

     Section 4.21 Product Liability; Airworthiness. Except as set forth in Section 4.21 of the TRW Disclosure Letter, none of the TRW Participants has received any written notice relating to, nor does TRW have any knowledge of any facts or circumstances which are reasonably expected to give rise to, any claim involving any service provided or any product designed, manufactured, serviced, produced, modified, distributed or sold by or on behalf of the TRW Participants resulting from an alleged defect in design, manufacture, materials or workmanship, performance, or any alleged failure to warn, or from any alleged breach of implied warranties or representations, or any alleged noncompliance with any applicable laws, requirements, specifications, rules and regulations, other than notices or claims that have been settled or resolved by the TRW Participants prior to the date of this Agreement or those that would not, individually or in the aggregate, and would not reasonably be likely to have, have a Material Adverse Effect. Except as set forth in Section 4.21 of the TRW Disclosure Letter, there is no publicly and formally announced rule or regulation by any Governmental Entity that could reasonably be expected to affect the various airworthiness or repair station approvals, licenses, permits, qualifications or certifications applicable to the goods, services, assets, facilities or operations of the TRW Participants, except to the extent that such rules or regulations would not, individually or in the aggregate, have, and would not reasonably be likely to have, a Material Adverse Effect.

     Section 4.22 Insurance. Section 4.22 of the TRW Disclosure Letter lists all material insurance policies or contracts (or programs) of self-insurance owned or held by any TRW Participant on the date hereof which cover the Business or the Assets. All such insurance policies are in full force and effect, are valid and enforceable, all premiums due thereunder have been paid and cover against the risks of the nature

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normally insured against by entities in the same or similar lines of business in coverage amounts typically and reasonable carried by such entities. In the last two years, no TRW Participant has received notice of cancellation or termination other than in connection with normal renewals, of any such insurance policies, and no claim is pending as of the date of this Agreement under any insurance policy involving an amount in excess of $750,000.

     Section 4.23 Inappropriate Payments. None of the TRW Participants nor, to the knowledge of TRW, any of their respective officers, directors, principal stockholders, employees, agents or representatives with respect to the Business has knowingly violated any law relating to bribery, kickbacks, illegal political contributions, payments from corporate funds to governmental officials, in their individual capacities, for the purpose of affecting their action or the action of the government they represent, to obtain favorable treatment in securing business or licenses or to obtain special concessions, or illegal payments from corporate funds to obtain or retain business.

     Section 4.24 Entire Business; Sufficiency of Assets. The sale of the Assets by TRW and the Asset Selling Subsidiaries, together with the sale of the Equity Interests by TRW and the TRW Selling Shareholders, to Buyer pursuant to this Agreement will convey to Buyer the entire Business and all of the assets and properties used or held for use (whether owned, leased or held under license) primarily in connection with the operation of the Business as heretofore conducted (except for the Retained Assets) including, without limitation, all assets and properties relating to the Business reflected in the balance sheet of the Business as of December 31, 2001 and assets and properties acquired since December 31, 2001 in the conduct of the Business (except for the Retained Assets and assets and properties disposed of since such date without violation of the terms and provisions of this Agreement). Except as set forth in Section 4.24 of the TRW Disclosure Letter and except for the Retained Assets (other than those Retained Assets described in Section 2.3(b)(vii) hereof) as of the Closing Date, the Assets will constitute all of the assets used by TRW immediately prior to the Closing to conduct the Business as heretofore conducted, other than the rights of Buyer under the Ancillary Agreements.

     Section 4.25 Brokers and Finders. Except for Goldman, Sachs & Co. and Credit Suisse First Boston Corporation, whose fees and expenses will be paid by TRW, none of the TRW Entities has employed any broker, financial advisor or finder or incurred any liability for any broker, financial advisory or finders’ fees in connection with this Agreement or the transactions contemplated hereby.

     Section 4.26 No Other Representations and Warranties. No TRW Participant or any other Person makes any other express or implied representation or warranty on behalf of a TRW Participant or any of their Affiliates other than as expressly set forth in this Article.

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ARTICLE V

REPRESENTATIONS AND WARRANTIES OF BUYER

     Buyer represents and warrants to TRW as follows:

     Section 5.1 Organization and Existence. Buyer and each of Buyer’s Affiliates who will participate in the transactions contemplated by this Agreement is a legal entity duly established, validly existing and (where applicable) in good standing under the laws of its jurisdiction of organization or incorporation, as the case may be, and has all requisite power and authority to own, lease and operate its properties and to conduct its business as it is currently conducted, except where the failure to have such power and authority, individually or in the aggregate, has not resulted in, and is not reasonably likely to result in, a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby. Buyer, and each of Buyer’s Affiliates who will participate in the transactions contemplated by this Agreement, is duly qualified or licensed to do business under the laws of each jurisdiction in which the nature of the activities conducted by it makes such qualification necessary, except where the failure to be so qualified or licensed, individually or in the aggregate, has not resulted or is not reasonably likely to result, in a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.

     Section 5.2 Power and Authority. Buyer, and each of Buyer’s Affiliates who will participate in the transactions contemplated by this Agreement, has all requisite corporate or other organizational power and authority to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements to which it is a party. Buyer, and each of Buyer’s Affiliates who will participate in the transactions contemplated by this Agreement, has all requisite corporate or other organizational power and, as of the Closing will have the corporate or other organizational authority to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements to which it is a party.

     Section 5.3 Authorization. The execution and delivery by Buyer (and each of Buyer’s Affiliates who will participate in the transactions contemplated by this Agreement) of, the performance by Buyer (and each of Buyer’s Affiliates who will participate in the transactions contemplated by this Agreement) of its obligations under, and the consummation by Buyer (and each of Buyer’s Affiliates who will participate in the transactions contemplated by this Agreement) of the transactions contemplated by this Agreement have been, and the other Ancillary Agreements, as of the Closing, will be, duly authorized by all requisite corporate or other organizational action of Buyer (and each of Buyer’s Affiliates who will participate in the transactions contemplated by this Agreement).

     Section 5.4 Binding Effect. This Agreement has been duly executed and delivered by Buyer and is, and each Ancillary Agreement will be duly executed and delivered by Buyer (and each of Buyer’s Affiliates who is a party to such Ancillary

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Agreement) and when executed and delivered by all parties thereto will be, the valid and binding obligation of Buyer (and as applicable, Buyer’s Affiliates), enforceable against Buyer (and as applicable, Buyer’s Affiliates) in accordance with their terms, assuming due authorization, executions and delivery by the relevant TRW Entity.

     Section 5.5 No Defaults; Consents.

     (a)  Neither the execution and delivery of this Agreement or any Ancillary Agreement, nor the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements, will violate, breach, contravene, conflict with, result in the termination or acceleration of, entitle any party to any payment under, entitle any party to exercise any right of first refusal, first offer, preemptive right or other option right under, or otherwise constitute or give rise to a Default under, as applicable, (i) any provision of the articles of incorporation, the by-laws or similar organizational documents of Buyer or any of Buyer’s Affiliates, (ii) any Contract or other instrument or obligation to which Buyer or any of Buyer’s Affiliates is a party; or (iii) any writ, injunction, decree, statute, rule or regulation applicable to Buyer or Buyer’s Affiliates; except in the case of the foregoing clauses (ii) and (iii) such violations, breaches, conflicts, terminations, accelerations, entitlements, or Defaults which, individually or in the aggregate, have not resulted in, or which would not reasonably be likely to result in, a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby.

     (b)  No filing with or notice to, and no permit, authorization, registration, consent or approval of, any Governmental Entity is required on the part of Buyer or any of its Subsidiaries for the execution, delivery and performance by Buyer of this Agreement or the consummation by Buyer of the transactions contemplated hereby, except (i) the filing of a notification and report form under the HSR Act and the termination or expiration of any waiting period under the HSR Act, (ii) the filings, consents, approvals or clearances required under any foreign antitrust or investment laws (including without limitation under EU Merger Regulation) or (iii) where the failure to obtain such permits, authorizations, consents or approvals or to make such filings or give such notice would not have, individually or in the aggregate, a material adverse effect on Buyer’s ability to consummate the transactions contemplate hereby.

     Section 5.6 Litigation. There are no judgments, decrees, orders, writs or injunctions, nor any actions, claims, suits or proceeding before or involving any Governmental Entity or private arbitration tribunal pending or, to the knowledge of Buyer, threatened, against Buyer or any of Buyer’s Affiliates which has resulted, or which would be reasonably likely to result, in a prohibition against, or a material delay in completing, all or any part of the transactions contemplated by this Agreement.

     Section 5.7 Financing. Buyer has or will have available, at or prior to Closing, sufficient cash in immediately available funds to pay the Purchase Price and necessary to consummate the transactions contemplated hereby. Buyer has received the executed commitment letter attached to Schedule 5.7 hereof (the “Commitment Letter”) with respect to the financing arrangements for the transactions contemplated hereby (the “Financing”). As of the date of this Agreement, the Commitment Letter is in full force

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and effect and has not been amended or rescinded. The aggregate proceeds of the Financing provided for in the Commitment Letter, together with available cash and other credit facilities available to Buyer, will be sufficient to pay the Purchase Price and satisfy the other obligations of Buyer and its Affiliates necessary to consummate the transactions contemplated hereby. As of the date hereof, Buyer believes that such Financing will be obtained.

     Section 5.8 Brokers or Finders. Except for Merrill Lynch, whose fees and expenses will be paid by Buyer, neither Buyer, nor any Affiliate thereof, has employed any broker, financial advisor or finder or incurred any liability for any broker, financial advisory or finders’ fees in connection with this Agreement or the transactions contemplated hereby.

     Section 5.9 Investment Representations.

     (a)  Buyer is acquiring the Equity Interests to be acquired by it hereunder for its own account, solely for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the federal securities laws or any applicable foreign or state securities law.

     (b)  Buyer is an “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act of 1933, as amended.

     (c)  Buyer understands that the acquisition of the Equity Interests to be acquired by it pursuant to the terms of this Agreement involves substantial risk. Buyer and its officers have experience as an investor in securities and Equity Interests of companies such as the ones being transferred pursuant to this Agreement and acknowledges that it can bear the economic risk of its investment and has such knowledge and experience in financial or business matters that Buyer is capable of evaluating the merits and risks of its investment in the Equity Interests to be acquired by it pursuant to the transactions contemplated hereby.

     (d)  Buyer understands that the Equity Interests to be acquired by it hereunder have not been registered under the Securities Act on the basis that the sale provided for in this Agreement is exempt from the registration provisions thereof. Buyer acknowledges that such securities may not be transferred or sold except pursuant to the registration and other provisions of applicable securities laws or pursuant to an applicable exemption therefrom.

     (e)  Buyer acknowledges that the offer and sale of the Equity Interests to be acquired by it in the transactions contemplated hereby has not been accomplished by the publication of any advertisement.

     Section 5.10 No Other Representations and Warranties. Except for the representations and warranties contained in this Article V, neither Buyer nor any other Person makes any other express or implied representation or warranty on behalf of Buyer or any of its Affiliates.

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     Section 5.11 Certain Transactions. There are no existing agreements or arrangements pursuant to which Buyer will divest or otherwise dispose of the assets of or equity in, or by any other manner, the Business, except as set forth in Sections 6.3 and 6.4.

ARTICLE VI

COVENANTS

     Section 6.1 Conduct of the Business.

     (a)  During the period from the date hereof until the Closing, except as otherwise provided for in this Agreement or any Ancillary Agreement or with the prior written consent of Buyer (which consent shall not be unreasonably withheld or delayed), TRW shall, and shall cause each of the other TRW Participants (other than the Spanish Affiliate), and will use its reasonable best efforts to cause the Spanish Affiliate (including by not providing consent to an action that would otherwise be prohibited by this Section 6.1) to, (1) operate the Business in the ordinary course consistent with past practice; (2) maintain the existing assets of the Business in the ordinary course consistent with past practice and (3) use reasonable best efforts, generally consistent with existing practices, to keep available the services of employees and preserve relationships with all key customers, suppliers, licensors, licensees, distributors, creditors and other Persons having business dealings with the Business in order to preserve, in all material respects, the goodwill and ongoing operations of the Business at the Closing. Except (a) for actions necessary to effectuate the Preliminary Transfers, (b) for actions permitted pursuant to the first sentence of this Section 6.1(a), and (c) as set forth in Schedule 6.1(a) hereof, TRW shall not, and shall cause the other TRW Participants (other than the Spanish Affiliate, for which TRW shall use its reasonable best efforts to cause the Spanish Affiliate) not to (in each case only with respect to the Business):

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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. TRW shall determine the method by which such intercompany accounts are eliminated including, but not limited to, by means of setoff, settlement or capital contribution. TRW shall terminate the involvement of the Business in TRW’s accounts receivable securitization program, terminate the related security interests, and have the previously transferred receivables transferred back to the Business prior to the Closing.

     (b)  Promptly following the date hereof, Buyer shall appoint a representative who shall have authority to respond to any request for consent to a TRW Participant taking an action that would otherwise be prohibited by Section 6.1(a) hereof. Promptly following the appointment of such representative, Buyer shall provide TRW with the name and contact information for such representative.

     Section 6.2 Access to Information.

     (a)  TRW shall permit, and shall cause the other TRW Participants to permit, to the extent permitted by law, Buyer and any of its agents, representatives, advisors and consultants to have reasonable access to the premises taking into account, among other things, the level of disruption to the operations at any facility, the number of employees at such facility and the size of such facility, and reasonable access to the non-privileged books and records of the TRW Participants related to the Business (including records and files relating to Taxes), and to the officers and employees of the TRW Entities with knowledge of the whereabouts and/or contents of such books and records; provided, such access does not interfere with the conduct of, or otherwise disrupt, the Business or the other businesses of TRW and is consistent with applicable laws and regulations (including, without limitation, industrial security and export control laws and regulations); provided, further, that any such access shall occur after reasonable notice and during normal business hours. In an effort to prevent any interference or disruption caused by such access, TRW may, at its sole discretion, reasonably limit the number of

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individuals and the number of visits to its facilities. Buyer shall coordinate all such access with a TRW employee who will be identified to Buyer promptly after the execution of this Agreement, and shall not directly or indirectly contact any other employee of TRW or of the Business without the prior approval of the designated employee.

     (b)  Any information regarding the Business or Assets heretofore or hereafter obtained from TRW or its Subsidiaries or Affiliates by Buyer or their representatives shall be subject to the terms of the Confidentiality Agreement, and such information shall be held in confidence by Buyer and its representatives in accordance with the terms of the Confidentiality Agreement.

     (c)  If requested by Buyer, TRW shall allow Ernst & Young LLP personnel who are familiar with the Business, on behalf of Buyer, to conduct as promptly as practicable following the Closing Date an audit of the financial statements of the Business as of, and for the twelve months ended, December 31, 2000 and December 31, 2001, and shall cooperate with the conduct of such audit. The cost of such audit shall be borne by Buyer.

     Section 6.3 Reasonable Best Efforts.

     (a)  Upon the terms and subject to the conditions of this Agreement and the Ancillary Agreements, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all appropriate actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements as promptly as practicable including, without limitation, (i) subject to Section 6.4, the preparation and filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the Ancillary Agreements and the taking of such actions as are necessary to obtain any requisite approvals, consents, orders, exemptions or waivers by any third party or Governmental Entity and (ii) using their reasonable best efforts to cause the satisfaction of all conditions to Closing. Subject to Section 6.4, each party shall promptly consult with the other with respect to, provide any necessary information with respect to, and provide copies of all filings made by such party with any Governmental Entity or any other information supplied by such party to a Governmental Entity in connection with this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. Subject to Section 6.4, TRW and Buyer shall, and shall cause their respective Affiliates to, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of any party to this Agreement or an Ancillary Agreement to consummate the transactions contemplated hereby or thereby, use their respective reasonable best efforts to prevent the entry, enactment or promulgation thereof, as the case may be (including by pursuing any available appeal process).

     (b)  Subject to Section 6.4, each party hereto shall promptly inform the other of any communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement and the Ancillary Agreements. Subject to

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Section 6.4, if any party or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to the transactions contemplated by this Agreement, then such party will use its reasonable best efforts to make, or cause to be made, as soon as practicable and after consultation with the other party, an appropriate response in compliance with such request.

     (c)  Neither this Section 6.3 nor Section 6.4 shall be deemed to require any party hereto to sell or otherwise dispose, hold separate, agree to sell or otherwise dispose of any assets or facilities, or to take any other actions affecting, or accept any limitations on, its ability, the ability of its Affiliates or the ability of the Business, to own their respective assets or conduct their respective businesses substantially as currently conducted or proposed to be conducted, which, if such actions or limitations were with respect to a comparable amount of assets, businesses or product lines of the Business would be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect on the Business. Any action or limitation contemplated by this Section 6.3 or by Section 6.4 affecting the ability of TRW, Buyer or their Affiliates, to own their respective assets or conduct their respective businesses substantially as currently conducted or proposed to be conducted shall not be required to be effective prior to the Closing.

     Section 6.4 Consents and Approvals.

     (a)  Without limiting the generality of the undertakings pursuant to Section 6.3 and subsections (b) and (c) of this Section 6.4 and upon the terms and subject to the conditions herein provided, each of TRW and Buyer shall use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary under applicable antitrust laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) to comply promptly with all legal requirements which may be imposed on it with respect to this Agreement and the transactions contemplated hereby by any Governmental Entities with regulatory jurisdiction over enforcement of any applicable antitrust laws (“Governmental Antitrust Entity”) (which actions shall include, without limitation, furnishing all information required by applicable law in connection with approvals of or filings with any Governmental Antitrust Entity), including filing, or causing to be filed, as promptly as practicable, any required notification and report forms (x) under the HSR Act with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice or (y) under other applicable non-U.S. laws with the applicable non-U.S. Governmental Antitrust Entities including without limitation filings required pursuant to the EU Merger Regulation, (ii) to obtain any consent, authorization, order or approval of, or any exemption by, any Governmental Antitrust Entity required to be obtained or made by TRW and Buyer, or any of their Subsidiaries or Affiliates in connection with the transaction contemplated by this Agreement or the taking of any action contemplated by this Agreement, and (iii) to take any action reasonably necessary to defend vigorously, lift, mitigate or, rescind the effect of any litigation or administrative proceeding involving any Governmental Antitrust Entity adversely affecting the transaction contemplated by this Agreement or this Agreement, including promptly appealing any adverse court or administrative decision. Without limitation of the foregoing, TRW, Buyer and their respective Affiliates shall not extend any waiting period

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under the HSR Act, the EU Merger Regulation or any other foreign antitrust merger control laws or enter into any agreement with the FTC or the Antitrust Division not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the other parties hereto.

     (b)  Without limiting the generality of the undertakings pursuant to Section 6.3 and subsections (a) and (c) of this Section 6.4 and subject to appropriate confidentiality protections, TRW and Buyer shall each furnish to the other such necessary information and reasonable assistance as the other party may request in connection with the foregoing and, shall each provide counsel for the other party with copies of all filings made by such party, and all correspondence between such party (and its advisors) with any Governmental Antitrust Entity and any other information supplied by such party and such party’s Affiliates to a Governmental Antitrust Entity in connection with this Agreement and the transactions contemplated hereby, provided, however, that materials may be redacted (i) to remove references concerning the valuation of the Business and (ii) as necessary to comply with contractual arrangements. Each party shall, subject to applicable law permit counsel for the other party to review in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any Governmental Antitrust Entity. TRW and Buyer agree not to participate, or to permit their affiliates to participate, in any substantive meeting or discussion, either in person or by telephone, with any Governmental Antitrust Entity in connection with this Agreement and the transactions contemplated hereby unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Antitrust Entity, gives the other party the opportunity to attend and participate. Upon the terms and subject to the conditions herein  provided, in case at any time after the Closing Date any further action is necessary or desirable to secure the approvals from any and all Governmental Antitrust Entities necessary to carry out the purposes of this Agreement, the proper officers and/or directors of the parties shall use their best efforts to take or cause to be taken all such necessary action.

     (c) Consistent with the undertakings pursuant to Section 6.3 and subsections (a) and (b) of this Section 6.4, TRW and Buyer agree to take or cause to be taken the following actions: (i) provide as promptly as practicable information and documents requested by any Governmental Antitrust Entity necessary, proper or advisable to permit consummation of the transactions contemplated by this Agreement; (ii) without in any way limiting the provisions of (c)(i) above, use its best efforts to certify as soon as practicable their substantial compliance with any requests for additional information or documentary material that may be made under the HSR Act; and (iii) take promptly, in the event that any permanent or preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered in any proceeding that would make consummation of the transactions contemplated by this Agreement and the Ancillary Agreements in accordance with the terms thereof unlawful or that would prevent or delay consummation of any such transactions, any and all steps (including the appeal thereof and the posting of a bond) necessary to vacate, modify or suspend such injunction or order so as to permit such consummation on a schedule as close as possible to that contemplated by this Agreement.

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     Section 6.5 Further Assurances.

     (a)  Subject to Section 6.5(b), on and after the Closing Date, TRW and Buyer shall cooperate and use their respective reasonable best efforts to take or cause to be taken all appropriate actions and do, or cause to be done, all things necessary or appropriate to consummate and make effective the transactions contemplated hereby, including the execution of any additional documents or instruments of any kind, the obtaining of consents which may be reasonably necessary or appropriate to carry out any of the provisions hereof and the taking of all such other actions as such party may reasonably be requested to take by the other party hereto from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby.

     (b)  Notwithstanding subsection (a), nothing in this Agreement shall be deemed to require the conveyance, assignment or transfer of any Asset that by its terms or by operation of applicable law cannot be freely conveyed, assigned, transferred or assumed. To the extent a party hereto has been unable to obtain any governmental or any third party consents or approvals required under applicable law for the transfer of any Asset and to the extent not otherwise prohibited by the terms of any Asset, TRW and its Affiliates shall continue to be bound by the terms of such applicable Asset and Buyer shall pay, perform and discharge fully all of the obligations of TRW and its Affiliates thereunder from and after the Closing to the extent that the corresponding benefit is received. TRW shall, without consideration therefor, pay, assign and remit to Buyer promptly all monies, rights and other consideration received in respect of such performance. To the extent permitted by law, TRW and its Affiliates shall exercise or exploit their rights in respect of such Assets only as reasonably directed by Buyer and at Buyer’s expense. Each party hereto shall continue to use reasonable best efforts to obtain all such unobtained consents or approvals required to be obtained by it at the earliest practicable date; provided that neither TRW, Buyer nor any of their Affiliates or Subsidiaries shall be required to pay any consideration, other than a de minimus amount, in connection with such consents or approvals. If and when any such consents or approvals shall be obtained, then TRW and its Affiliates shall promptly assign their rights and obligations thereunder to Buyer without payment of consideration and Buyer shall, without the payment of any consideration therefor, assume such rights and obligations. Each party shall execute such good and sufficient instruments as may be necessary to evidence such assignment and assumption.

     Section 6.6 Property Transfer Taxes; Other Expenses; Bulk Transfer Laws.

     (a)  The payment of fees, charges, Taxes or other payments (including, any notary and registration fees) required to be made by TRW or Buyer to any Tax Authority or other Person in connection with the transfer of the Assets, including by way of license, pursuant to the terms of the Agreement shall be treated as follows:

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     (b)  Each of TRW and Buyer will be responsible for the preparation and filing of any Tax Return with respect to any Transfer Taxes for which such party is legally responsible under applicable law. The non-filing party shall pay the other the amount of any Transfer Taxes shown due on any Tax Return relating to Transfer Taxes for which such party is liable under Section 6.6(a)(i) of this Agreement within three (3) Business Days of demand by the filing party.

     Section 6.7 Publicity. Except as otherwise required by law or court process or by any listing agreement with a national securities exchange or trading market, until the Closing, or the date the Agreement is terminated pursuant to Article VIII, TRW and Buyer shall not, and each of them shall cause their respective officers, directors, partners, Affiliates, representatives and agents not to, disclose or cause the disclosure of information, or issue or cause the publication of the initial press release or public

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announcement, with respect to the transactions contemplated by this Agreement or any Ancillary Agreement, without the prior review and approval thereof by the other party hereto, such approval not to be unreasonably withheld. All subsequent press releases or public announcements by any party hereto with respect to the transactions contemplated by this Agreement or any Ancillary Agreement require consultation, to the extent practicable, with the other party hereto. Nothing in this Section 6.7 shall restrict TRW from disclosing information with respect to the transactions contemplated by this Agreement or any Ancillary Agreement to a third party who may engage in a business combination transaction resulting in the acquisition (by purchase or otherwise) of all or substantially all of the capital stock or assets of TRW; provided that such third party is subject to a customary confidentiality agreement.

     Section 6.8 Employees and Employee Benefit Plans.

     (a)  General. For purposes hereof, (i) “Affected Employees” shall mean those current employees of the Business (including those employees who are on vacation, approved leave of absence, lay-off status or short-term disability and excluding those on long-term disability) as of the Closing Date; (ii) “Regulations” shall mean Section 18A of the Employment Act Cap. 91 of Singapore, the Transfer of Undertakings (Protection of Employment) Regulations 1981, as amended, or Section L122-12, paragraph 2 of the French Labor Code, as amended, or Section 613a of the Civil Code of Germany, as amended; and (iii) “Aerospace Employee” shall mean any Affected Employee employed by the Aerospace Subsidiaries or by the Aerospace Affiliates as of the Closing Date, but specifically excluding the UK-based Affected Employees (“UK Affected Employees”).

     (b)  Transferred Employees. The parties hereto intend that there will be a continuity of employment for all Affected Employees following the Closing Date, except for the persons identified on Schedule 6.8(b) hereof as expressly excluded and persons on extended leaves of absence as specifically referred to herein. In order to effectuate such transfer of employment as of the Closing Date, except as otherwise provided herein, Buyer shall make a general offer of employment on terms no less favorable than the employees’ current conditions of employment in the aggregate, provided that, unless required by applicable law or otherwise provided for herein, Buyer shall not be obligated to continue such terms beyond the Closing Date, through a general notice of transfer (pursuant to methodologies mutually agreed upon by TRW and Buyer) to each Affected Employee who is not an Aerospace Employee or a U.K. Affected Employee, and who will not become an employee of Buyer by operation of the Regulations and who is not identified on Schedule 6.8(b) (each an “Offer Employee”). Such general offer of employment will be deemed accepted by each Offer Employee unless (A) expressly rejected by the Offer Employee prior to the Closing Date or (B) if the Offer Employee otherwise indicates by his or her actions that such offer of employment has not been accepted and Buyer notifies TRW within 30 days following the Closing Date of such non-acceptance of the offer (each Offer Employee who acts under (A) or (B), a “Non-Acceptance Offer Employee”). For purposes of this Agreement, “Transferred Employee” shall mean (i) each Offer Employee other than a Non-Acceptance Offer Employee; provided that, in the case of Offer Employees on short term

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disability or other approved leaves of absence, such employees must commence service with Buyer prior to the six-month anniversary of the Closing Date to become Transferred Employees; (ii) each Affected Employee whose employment transfers to Buyer pursuant to operation of Regulations and (iii) each Affected Employee who is a UK Affected Employee or an Aerospace Employee. Any Affected Employee who does not commence employment with Buyer as described above shall not be treated as a Transferred Employee. Except as otherwise provided in this Section 6.8, all Transferred Employees will cease to accrue benefits under and participate as active participants in all Plans (that are not Assumed Plans) as of the Closing Date. The parties will cooperate to comply with legal and regulatory requirements to accomplish the employment transfers described in this Section 6.8, including without limitation any requirements for TRW to terminate the employment of any Affected Employee and for Buyer to make a specific employment offer to such Affected Employees, and TRW will transfer (at TRW’s cost and expense) any work permits or passes applicable to the Affected Employees who receive offers to become Transferred Employees. No later than 30 days after the date of this Agreement, TRW shall provide Buyer with respect to each Affected Employee (i) years of service; (ii) job title; (iii) base salary or current wages; (iv) date of hire; (v) employment status; and (vi) work location. TRW shall update the information required to be provided by the preceding sentence and shall deliver such updated information to Buyer no later than 15 days prior to the Closing Date.

     (c)  Pre-Closing Welfare Benefits. Notwithstanding anything in this Agreement to the contrary, TRW and the Asset Selling Subsidiaries shall be solely responsible for (A) claims for the type of benefits described in Section 3(1) of ERISA (whether or not covered by ERISA) (“Welfare Benefits”) that are incurred by or with respect to any Affected Employee (other than an Aerospace Employee) and his or her beneficiaries or dependents on or before the Closing Date and (B) claims relating to COBRA continuation coverage attributable to “qualifying events” with respect to any Affected Employee (other than an Aerospace Employee) and his or her beneficiaries and dependents that occur on or before the Closing Date. For purposes of the foregoing, a medical/dental claim shall be considered incurred when the services are rendered, the supplies are provided or medications are prescribed, and not when the condition arose; provided that claims relating to a hospital confinement that begins on or before the Closing Date but continues thereafter shall be treated as incurred on or before the Closing Date. A disability claim shall be considered incurred on or before the Closing Date if the injury or illness resulting in such disability occurs on or prior to the Closing Date.

     (d)  US Transferred Employees. The provisions of this Section 6.8(d) apply only to US-based Transferred Employees (“US Transferred Employees”).

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     (e)  UK Transferred Employees. The provisions of this Section 6.8(e) apply only to Transferred Employees employed by TRW Limited or any of its Subsidiaries (“UK Transferred Employees”). TRW and Buyer acknowledge that the transaction contemplated by this Agreement constitutes a relevant transfer under the Regulations.

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     (f)  Canadian Affected Employees. The provisions of this Section 6.8(f) apply only to Canadian based Transferred Employees of TRW or any Asset Selling Subsidiary, (“Canadian Transferred Employees”)

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     (g)  Subsequent Terminations or Layoffs. Buyer will be solely responsible for all costs related to the termination or layoff of a Transferred Employee by it after the Closing Date, including but not limited to severance expenses, penalties, damages and/or attorneys’ fees related to Buyer’s failure to comply with the WARN Act or any other applicable law (“Lay-off Payments”). Buyer will give all Transferred Employees full credit for such employee’s services with TRW or any Subsidiary thereof prior to the Closing Date. TRW shall be solely responsible for all Lay-off Payments with respect to terminations of employment of any Affected Employees before or after Closing and arising from any notice of termination given by TRW or any of its subsidiaries of any Affected Employee prior to the Closing Date. TRW shall be solely responsible for all severance payments (and similar payments) to Affected Employees incurred as a result of the transactions contemplated by this Agreement which are not caused (i) by Buyer’s failure to offer employment to or accept transfers of employment of Affected Employees consistent with Section 6.8(b) or (ii) by a termination of employment following the Closing Date. TRW will also be responsible for complying with all obligations and liabilities arising under the WARN Act and any comparable state law with respect to any actions taken by TRW prior to or on the Closing Date.

     (h)  Personal Employee Contracts.

     (i)  Payroll Obligations. TRW shall pay each Transferred Employee who is a participant in any cash incentive plan of TRW or the Asset Selling Subsidiaries a

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bonus for the plan year in which the Closing Date occurs equal to a pro rated portion of the full bonus amount that would have otherwise been paid for such year to such Transferred Employee pursuant to the terms of such plans as in effect immediately prior to the Closing Date. Such bonus shall be paid based upon the bonus performance for the full year and shall be pro rated based upon the number of days the Transferred Employee is employed by TRW or the Asset Selling Subsidiary for the plan year in which the Closing Date occurs, and shall be paid at the time bonuses for such plan year are paid.

     (j)  Vacation. As of the Closing, Buyer will assume all obligations of TRW, the Aerospace Affiliates and the Asset Selling Subsidiaries to Transferred Employees for any accrued vacation entitlement and vacation pay entitlement solely to the extent such liability is properly reflected on the Closing Balance Sheet. TRW, the Aerospace Affiliates and the Asset Selling Subsidiaries will have no obligation to make any payment to Transferred Employees after the Closing with respect to any such accrued vacation entitlement and vacation pay entitlement to the extent such liability is properly reflected on the Closing Balance Sheet. Buyer will give the Transferred Employees full credit for their respective service with TRW and the Asset Selling Subsidiaries prior to the Closing Date for purposes of entitlement and accrual of vacation and vacation pay from and after the Closing Date (to the extent Buyer gives credit to its similarly situated employees for such purposes).

     (k)  Severance. From the Closing Date until the first anniversary thereof, Buyer will provide all Transferred Employees with a severance policy comparable in the aggregate to that provided by TRW, and the Asset Selling Subsidiaries, respectively, immediately prior to the Closing Date and listed in Schedule 6.8(k) and, for all purposes with respect to such severance policies, will provide each of the Transferred Employees credit for past service with TRW and its Subsidiaries and Affiliates to the extent such service was credited under severance plans of TRW, or the Asset Selling Subsidiaries. From the Closing Date until the first anniversary thereof, Buyer will cause the Aerospace Subsidiaries and will use its reasonable best efforts to cause the Aerospace Affiliates to maintain the severance policies in place as of the date of this Agreement with respect to the Affected Employees, or severance policies that are comparable in the aggregate to such severance policies and for purposes of Section 2.4 such severance obligations are deemed assumed by Buyer.

     (l) Aerospace Subsidiary and Aerospace Affiliate Employees. With respect to employees of the Aerospace Subsidiaries and Aerospace Affiliates, Buyer shall, or shall cause the Aerospace Subsidiaries and Aerospace Affiliates that will be controlled by Buyer (and shall use reasonable efforts to cause the Aerospace Affiliates not controlled directly or indirectly by Buyer) to, (a) honor all terms and conditions of employment defined in individual contracts and in applicable collective bargaining agreements through the respective expiration or other termination of such agreements to the extent required by the labor laws and regulations of the applicable country, and (b) assume the expatriate/inpatriate agreements between TRW or any of its Subsidiaries or Affiliates, on the one hand, and any Aerospace Employees, on the other hand.

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     (m)  Transition Services. TRW and the Asset Selling Subsidiaries shall reasonably cooperate with Buyer to implement this Section 6.8, including, but not limited to, allowing Buyer access to the Affected Employees for interviews on a mutually convenient basis prior to the Closing Date, as well as access to their personnel records and other related information, as reasonably requested by Buyer. TRW and the Asset Selling Subsidiaries agree to provide to Buyer administrative payroll and benefits services during a transition period after the Closing Date on a fully reimbursed basis pursuant to a transition services agreement, the terms of which shall be mutually agreed upon by TRW and Buyer, for the purpose of providing continuous benefits coverage to the Transferred Employees.

     (n)  Alternate Procedure. TRW and the Asset Selling Subsidiaries agree that, pursuant to the “Alternate Procedure” (provided in Section 5 of Revenue Procedure 96-60, 1996-2 C.B. 399), with respect to filing and furnishing IRS Forms W-2, W-3, W-4, W-5, and 941, (i) TRW and the Asset Selling Subsidiaries, as applicable, shall report on a “predecessor-successor” basis (as set forth therein), (ii) TRW and the Asset Selling Subsidiaries, as applicable, shall be relieved from furnishing Forms W-2 to any of the Transferred Employees, and (iii) Buyer shall assume the obligations of TRW and its Affiliates, as applicable, to furnish such Forms W-2 to any such Transferred Employees for the year in which the Closing occurs; provided that, in each case TRW and the Asset Selling Subsidiaries shall cooperate with Buyer in such transition procedures by supplying Buyer with all relevant wage, withholding and other relevant information in respect of periods prior to the Closing Date on a timely basis.

     (o)  Australian Employees. The provisions of this Section 6.8(o) apply only to Australia-based Transferred Employees of TRW or any Asset Selling Subsidiary, (“Australian Transferred Employees”).

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     (p)  Singapore Transferred Employees. The provisions of this Section 6.8(p) apply only to Singapore-based Transferred Employees of TRW or any Asset Selling Subsidiary, (“Singapore Transferred Employees”).

     (q) German Transferred Employees. The provisions of this Section 6.8(q) apply only to Germany-based Transferred Employees of TRW or any Asset Selling Subsidiary, (“German Transferred Employees”). As of the Closing, TRW or the applicable Asset Selling Subsidiary shall assign and Buyer shall assume all employment contracts of Pierburg Luftahrtgerate Union GmbH (“PLU Gmb”) with German Transferred Employees, subject to the right of any individual to consent to the assumption of such contracts, with all rights and claims as well as all obligations and liabilities resulting therefrom, including, without limitation, the pension liability with respect to the German Transferred Employees; provided, however, that this sentence shall not be read as requiring Buyer to assume any Plans other than such individual employment contracts. PLU Gmb and Buyer acknowledge that these employment relationships, with rights and obligations including pension obligations will pass to Buyer pursuant to Section 613a Civil Code of Germany as a result of the purchase of the sold Business. TRW shall provide Buyer with each form of contract with such employees no later than thirty Business Days after the Closing together with a statement of the number of employees subject to such form agreement. Without limiting the forgoing, Buyer will assume all of PLU Gmb’s obligations and liabilities under the pension plan maintained by PLU Gmb (the “German Pension Plan”) for the German Transferred Employees as of the Closing, as referenced in, and pursuant to assumptions consistent with those used for, the Towers Report, but in any event to the extent required by law. As soon as practicable following the Closing, TRW will transfer all of the assets held with respect to the German Pension Plan in respect of the German Transferred Employees’ accrued liabilities to Buyer.

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     (r)  French Transferred Employees. The provisions of this Section 6.8(r) apply only to France-based Transferred Employees of TRW or any Asset Selling Subsidiary, (“French Transferred Employees”). As of the Closing, TRW or the applicable Asset Selling Subsidiary shall assign and Buyer shall assume all employment contracts of the relevant French Asset Selling Subsidiary with French Transferred Employees, subject to the right of any individual to consent to the assumption of such contracts, with all rights and claims as well as all obligations and liabilities resulting therefrom, including, without limitation, the pension liability with respect to the French Transferred Employees; provided, however, that this sentence shall not be read as requiring Buyer to assume any Plans other than such individual employment contracts. TRW and Buyer acknowledge that these employment relationships, with rights and obligations including pension obligations with respect to French Affected Employees will pass to Buyer (pursuant to Article L. 122-12 of the French Labour Code) as a result of the purchase of the sold Business. TRW shall provide Buyer with each form of contract with such employees no later than thirty Business Days after the Closing together with a statement of the number of employees subject to such form agreement. Without limiting the forgoing, Buyer will assume all of TRW’s and the Asset Selling Subsidiary’s obligations and liabilities under any pension plans, including the pension plan for executives (the “French Pension Plan”), maintained by TRW or any of its Subsidiaries for the French Transferred Employees and those already entitled to and receiving benefits under such pension plans as of the Closing, as referenced in, and pursuant to assumptions consistent with those used for, the Towers Report, but in any event to the extent required by law. As soon as practicable following the Closing, TRW will transfer all of the assets held with respect to the French Pension Plan in respect of the French Transferred Employees’ accrued liabilities to Buyer.

     (s)  US Salaried Asset Transfer

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     (t)  Cooperation. TRW and Buyer will cooperate to effectuate the provisions of this Section 6.8, including without limitation, informing and consulting

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with trade unions, works councils, and employee representatives prior to the Closing Date in accordance with, and at such time or times as shall be required under, applicable law. TRW and Buyer shall cooperate and consult with one another as necessary as to the content of such information and consultation.

               (u)  Pension Shortfall

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     The unadjusted Transfer Amount will be calculated by TRW’s actuary as provided in Schedule 6.8(e)(ii) and Buyer’s actuary shall have the right to review the TRW actuary’s calculation pursuant to the terms of paragraph 4 of Schedule 6.8(e)(ii) with disputes settled pursuant to paragraph 4 of Schedule 6.8(e)(ii). Buyer’s actuary will calculate the Full Funding Amount subject to the right of TRW’s actuary to review those calculations pursuant to the same principles as are set forth in paragraph 4 of Schedule 6.8(e)(ii), with disputes settled pursuant to the same principles as are set forth in paragraph 8 of Schedule 6.8(e)(ii) (such principles in paragraph 4 and 8, the “Actuarial Review Principles”). TRW’s actuary will calculate the retained German pension liability of TRW subject to the right of Buyer’s actuary to review pursuant to the Actuarial Review Principles.

     (v)  Access to Affected Employees. After the Closing, Buyer will permit TRW (and its subsidiaries and affiliates) to have access to Transferred Employees of Buyer or the Aerospace Subsidiaries or controlled Aerospace Affiliates whom TRW or its Subsidiaries or Affiliates may reasonably need in order to defend or prosecute any legal or administrative action to which TRW or any of its Subsidiaries or Affiliates is a party and which relates to the conduct of the Business prior to the Closing. TRW or the applicable Subsidiary or Affiliate will pay or reimburse Buyer for all reasonable expenses which may be incurred by such employees in connection therewith, including, without limitation, all travel, lodging, and meal expenses, and TRW or the applicable Subsidiary or Affiliate will compensate Buyer for the number of whole business days spent by each such employee in providing such services at the rate of one hundred thirty percent (130%) of the average daily gross pay per business day (excluding the value of employee benefits) of such employee during the calendar month in which such services are

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performed. Buyer may deny such access to the extent it reasonably believes such access would be disruptive to the business, other than to a de minimus extent, or to the extent such access interferes, other than to a de minimus extent, with the conduct of the business.

     Section 6.9 Novation of Government Contracts; Hedging Contracts. The parties will cooperate and use their reasonable best efforts to obtain, to the extent legally required, the novation of all government contracts and subcontracts included in the Acquired Assets. Subject to Section 2.3(a)(xiv), the parties will cooperate and use their reasonable best efforts to obtain the novation of each hedging Contract set forth on Schedule 2.3(a)(xiv).

     Section 6.10 Tax Matters.

     (a) Assistance and Cooperation. Within sixty (60) days after the receipt of a customary package of Tax information materials from TRW, Buyer shall provide to TRW a package of Tax information materials, including schedules and work papers required by TRW to enable TRW to prepare and file all Tax Returns required to be prepared and filed by it with respect to the Acquired Assets to the extent that TRW or any of the Asset Selling Subsidiaries has transferred the relevant books and records to Buyer in connection herewith. Buyer shall prepare such package in good faith in a manner consistent with TRW’s past practice. After the Closing Date, each of TRW and Buyer shall (and shall cause their respective Affiliates to), at the reasonable request of the other party, (i) assist the other party in preparing and filing any Tax Returns, amended Tax Returns or refund claims which such other party is responsible for preparing and filing including Tax Returns and amended Tax Returns with respect to the Acquired Assets, and (ii) cooperate fully with the other party in preparing for any audits of, or disputes with any Tax Authority regarding, any Tax Returns of TRW or its Affiliates, any of the Aerospace Subsidiaries or their Affiliates or the Acquired Assets. Such assistance and cooperation shall include providing the other party and, at the direction of the other party, any Tax Authority, with copies (at the other party’s expense) of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by Tax Authorities. Each of TRW and Buyer shall make its employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder to the other party and, at the direction of the other party, any Tax Authority. In connection therewith, TRW and Buyer shall not dispose of any Tax work papers, books or records relating to any of the Aerospace Subsidiaries or the Acquired Assets until the later of the expiration of the six-year period following the Closing Date or expiration of the statute of limitations of the taxable period to which such Tax Returns and other documents relate, without regard to extensions, except to the extent notified by the other party in writing of such extensions for the respective Tax periods, and thereafter shall give the other party reasonable written notice, and the opportunity to take possession of any such items, before disposing of such items. Any information obtained under this Section 6.10(a) shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other Tax proceeding.

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     (b)  Tax Indemnification.

     For the purpose of this Section 6.10, “Losses” shall mean any and all actual losses, liabilities, costs and expenses (including reasonable attorneys’ fees and costs of investigation), after giving effect to any amounts recovered from third parties, including amounts recovered under insurance policies, with respect to such Losses.

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     (c)  Survival of Tax Provisions. Notwithstanding any other provision of this Agreement to the contrary, any claim to be made pursuant to Section 6.10 hereof shall survive until thirty days after the expiration of the applicable statutes of limitations relating to the Taxes at issue.

     (d)  Tax Treatment. Any payment made pursuant to this Section 6.10 will be treated as an adjustment to the Purchase Price for all Tax purposes. TRW and Buyer agree, and agree to cause the controlled Aerospace Affiliates (and to use reasonable best efforts to cause the Aerospace Affiliates not controlled directly or indirectly by TRW), not to take any position inconsistent with this Section 6.10(d) for Tax purposes in connection with their respective Federal, state and local Tax returns and other filings, unless required to do otherwise pursuant to a Final Determination.

     (e)  TRW warrants and undertakes to Buyer that all documents forming part of the title to any asset that is the subject of the restructuring described in Schedule 2.1 and that a UK resident company may wish to enforce or produce in evidence are or will be duly stamped and have where appropriate been or will be adjudicated. If this warranty is untrue, or if this undertaking is not satisfied, with respect to any document and in the reasonable opinion of Buyer it is necessary to procure stamping of such document, then at Buyer’s option (i) TRW shall pay to Buyer by way of liquidated damages an amount equal to any unpaid stamp duty and any interest or penalties payable in respect thereof or (ii) TRW shall procure the stamping of such document.

     Section 6.11 Transition and Ancillary Agreements.

     (a)  Between the signing of this Agreement and the Closing, the parties shall negotiate in good faith and enter into an agreement (the “Transition Agreement”) pursuant to which TRW shall, or shall cause its Affiliates to, provide such services as requested by Buyer, which services may be necessary to facilitate the operation of the

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Business during the period following the Closing and shall include at a maximum those services that are currently provided to the Business by TRW or any of its Affiliates, including without limitation all services set forth in Section 4.24(a) of the TRW Disclosure Letter (but not those noted in Section 4.24(b) of the TRW Disclosure Letter), and which are necessary to conduct the Business as currently conducted. At Buyer’s request, these services shall be provided (i) during the period from the Closing Date until the first anniversary of the Closing Date, (ii) in substantially the same manner as of the date hereof and (iii) at a cost not to exceed the direct cost of providing such services without taking into account any allocation of overhead. Between the signing of this Agreement and the Closing, the parties shall negotiate in good faith such other agreements as are reasonably necessary to consummate the transactions contemplated by this Agreement, and such agreements together with the Transition Agreement, the Local Transfer Agreements, the Insurance Agreement and the license agreements referenced in Sections 6.11(a), 6.14(a), 6.14(b) and 6.20 hereof shall constitute the “Ancillary Agreements”. If, and to the extent an Affiliate of TRW is a party to any of the Ancillary Agreements, TRW will unconditionally guarantee the performance of such Affiliate under that agreement. If, and to the extent an Affiliate of Buyer is a party to any of the Ancillary Agreements, Buyer will unconditionally guarantee the performance of such Affiliate under that agreement.

     (b)  For those foreign jurisdictions where (i) applicable laws in such jurisdiction require any of the parties to be a party to a Local Transfer Agreement in order to effect the sale, assignment, transfer or delivery (as the case may be) of Assets in such jurisdiction, or (ii) a Local Transfer Agreement is otherwise deemed necessary or appropriate for tax or other purposes, TRW or the applicable TRW Selling Shareholders or Asset Selling Subsidiaries. Buyer shall negotiate in good faith to enter into a Local Transfer Agreement for each such jurisdiction between the date hereof and the Closing Date. “Local Transfer Agreements” shall mean the separate transfer and sale agreements to be entered into by TRW, the applicable TRW Selling Shareholders or Asset Selling Subsidiaries and Buyer for the transfer, assignment and sale of the Equity Interest or the Acquired Assets, as the case may be, in such form and substance as may be reasonably required to give effect to such transfer, assignment and sale or the allocation of the Purchase Price in accordance with Section 2.7 under the applicable laws in effect in the jurisdiction in which the relevant Acquired Assets are located or which governs the Equity Interest. The terms of the Local Transfer Agreements shall be consistent with and governed by the terms of this Agreement.

     Section 6.12 Waiver of Bulk Sales Requirement. Each of the parties hereto waives compliance with any applicable bulk sales laws, including without limitation the Uniform Commercial Code Bulk Transfer provisions.

     Section 6.13 Post-Closing Access to Records and Employees. Buyer shall permit, to the extent permitted by law, TRW, and any of its agents, representatives, advisors and consultants, to have reasonable access to the employees of the Business for information relating to periods up to and including the Closing which is reasonably requested by TRW, subject to the same conditions and limitations as set forth in Section

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6.2(a). This Section 6.13 does not apply to Taxes or Tax Returns, which are covered by Section 6.10(d) hereof.

     Section 6.14 Intellectual Property Licenses; Related Matters.

     (a)  Buyer License. The parties shall enter into a license agreement, substantially on the terms and in the form of Schedule 6.14(a), whereby Buyer shall grant to TRW, effective as of Closing, a perpetual, irrevocable, royalty-free, in those jurisdictions where TRW has such rights, non-exclusive license set forth on Schedule 6.14(a) to the Licensed-Back Intellectual Property, and to use the foregoing, to make, have made, use and sell products and processes in the fields other than the Business.

     (b)  TRW License. The parties shall enter into a license agreement, substantially on the terms and in the form of Schedule 6.14(b), whereby TRW shall grant to Buyer, effective as of Closing, a perpetual, irrevocable, royalty-free, in those jurisdictions where TRW has such rights, non-exclusive license set forth on Schedule 6.14(b) to the Licensed Intellectual Property, and to use the foregoing, to make, have made, use and sell products and processes in the fields of the Business.

     (c)  Lucas Trademarks. The parties shall negotiate in good faith to enter into a license agreement at Closing whereby TRW shall grant to Buyer a perpetual royalty-free license with respect to the trademarks listed in Schedule 6.14(c), which license shall be non-exclusive, except such license shall be exclusive with respect to those trademarks listed on Schedule 6.14(c) that are used as of the date hereof in the aerospace field (except for those trademarks that are used in the design, development, manufacture or sale of (i) engine valves, valve train components and valve train systems for aircraft applications; (ii) occupant restraint components and systems and occupant head and body protection components and systems for aircraft applications; (iii) automotive components and (iv) power systems and engine systems for applications other than aircraft).

     (d)  Trademark License. Notwithstanding Section 2.3(b)(iii) hereof, Buyer and its Affiliates shall have the right to resell any and all of the Inventories included in the Assets. Within four months of the Closing with respect to products with a serial number or other conclusive mark identifying whether TRW or the Buyer manufactured such product, and within 30 days of the Closing, with respect to all other products and inventory, Buyer will, and will cause its Affiliates to, institute a procedure whereby a stamp or other indelible identifying mark is affixed to products sold by the Business in order to distinguish such products from products sold by the Business prior to the Closing. Following the Closing, Buyer shall use the names, forms, marketing materials, signage and similar items of any TRW Entity included in the Acquired Assets only to the extent that the use thereof cannot be commercially reasonably avoided in the conduct of the Business following the Closing and shall in any event cease all such uses, for any purpose whatsoever, not more than four months following the Closing.

     (e)  Effective as of the Closing, TRW shall grant to Buyer a limited, royalty-free license to use the Domain Names listed on Schedule 6.14(e) attached hereto

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solely in connection with the Business for a period of three (3) months from the date of Closing. Buyer shall cease all uses, for any purpose whatsoever no more than three months following the Closing.

     Section 6.15 Non-Competition Agreement. During the period beginning on the Closing Date and ending on the third anniversary thereof, none of TRW nor any of its Subsidiaries shall directly or indirectly engage in any business or activity in any geographic area in which the Business operates which is in competition with the Business, as conducted on the Closing Date; provided, however, that neither TRW nor any of its Affiliates shall be prevented from:

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Nothing in this Agreement shall restrict the activities of any Person or any of its Affiliates who engages in a business combination transaction resulting in the acquisition (by purchase or otherwise) of all or substantially all of the capital stock or assets of TRW; provided that nothing in this Section 6.15 shall be construed to allow TRW or any of its subsidiaries to directly or indirectly engage in any business or activity otherwise prohibited by this Section 6.15 (it being understood that if TRW is merged with an unaffiliated third party, the resulting merged company will not be subject to the terms of this Section 6.15, except that the assets of the resulting merged company that were the assets of TRW immediately prior to such merger, as well as all subsidiaries of such merged company that were previously subsidiaries of TRW, shall remain bound by this Section 6.15).

     Section 6.16 No Hire and Non-Solicitation of Employees. None of TRW, any of its Affiliates or any of their respective representatives will at any time prior to one year from the Closing Date, directly or indirectly, solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise), any Affected Employee who is a Transferred Employee without Buyer’s prior written consent. None of Buyer, any of its Affiliates or any of their respective representatives will at any time prior to one year from the Closing Date, directly or indirectly, solicit the employment or services of, or hire in any capacity (whether as an employee, consultant, independent contractor or otherwise), any TRW Employee without TRW’s prior written consent. For purposes of this Section 6.16, the term “solicit the employment or services” shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment firms, open job fairs or otherwise provided that such searches are not focused or targeted on Persons employed by Buyer or any of its Affiliates or TRW or any of its Affiliates, as the case may be. Nothing in this Agreement shall restrict the activities of any Person or any of its Affiliates who engages in a business combination transaction resulting in the acquisition (by purchase or otherwise) of all or substantially all of the capital stock or assets of TRW; provided that nothing in this Section 6.16 shall be construed to allow TRW or any of its subsidiaries to directly or indirectly solicit the employment of or hire any Affected Employee who is a Transferred Employee if otherwise prohibited by this

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Section 6.16 (it being understood that if TRW is merged with an unaffiliated third party, the resulting merged company will not be subject to the terms of this Section 6.16, except that the portion of the resulting merged company that was TRW immediately prior to such merger, as well as all subsidiaries of such merged company that were previously subsidiaries of TRW, shall remain bound by this Section 6.16).

     Section 6.17 No Shop. From the date hereof until the earlier to occur of (i) termination of this Agreement pursuant to the terms and conditions hereof and (ii) the Closing, each TRW Participant will not (and each TRW Participant will cause each of its employees, officers, directors, representatives and agents not to) (a) solicit, initiate, entertain, consider, encourage or accept the submission of any proposal or offer from any third party relating to the acquisition (whether by merger, purchase of stock, purchase of assets or otherwise) of all or substantially all or any significant part of the Business or of the Assets (other than through an offer or proposal for a majority of the shares of TRW), or (b) participate in any discussions or negotiations (and each TRW Participant shall immediately cease any discussions or negotiations that are ongoing) regarding, furnish any information with respect to, assist or participate in any effort or attempt by any third party to do or seek any of the foregoing.

     Section 6.18 Certain Transactions.

     (a)  Buyer shall not, and shall not permit any of its Subsidiaries to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets if the entering into of a definitive agreement relating to or the consummation of such acquisition, merger or consolidation would reasonably be expected to (i) impose any material delay in the obtaining of, or significantly increase the risk of not obtaining, any authorizations, consents, orders, declarations or approvals of any Governmental Entity necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period, (ii) significantly increase the risk of any Governmental Entity entering an order prohibiting the consummation of the transactions contemplated by this Agreement, (iii) significantly increase the risk of not being able to remove any such order on appeal or otherwise or (iv) materially delay or prevent the consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing, the restrictions set forth in this Section 6.18 shall not apply (x) in the event a third party commences a tender offer or exchange offer for equity securities of Buyer, which tender offer or exchange offer, if consummated, would result in such third-party offeror and/or its affiliates beneficially owning securities having not less than a majority of the ordinary voting power in the election of directors (“Majority Voting Power”) or (y) to any merger, consolidation or other business combination as a result of which Buyer’s stockholders own securities of the ultimate parent of the resulting entity having less than Majority Voting Power.

     (b)  Prior to Closing, Buyer shall not, and shall not permit any of its Subsidiaries to, divest or otherwise dispose of or enter into any agreement or arrangement

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to divest or otherwise dispose of any of the assets of or equity in, or by any other manner, the Business, except as set forth in Sections 6.3 and 6.4 hereof.

     Section 6.19 Environmental Matters. Each party agrees that it will not, and agrees to use and use its reasonable best efforts to ensure that its Affiliates do not, voluntarily or by discretionary action, accelerate the timing, or increase the cost, of any obligations of the other party under this Agreement, except as required by law, provided the conduct of Phase I or Phase II environmental assessments as part of a sale of any Real Property or sale of the Business shall not be construed as a violation of this Section 6.19; provided, further, that this Section 6.19(a) shall not require either party to refrain from taking any action for which it has a bona fide commercial purpose.

     (b)  If pursuant to Section 2.4(a)(v) hereof either party shall be entitled to manage any proceedings relating to any Environmental Claim and any Remediation arising therefrom, such party must conduct its actions including any Remediation in a good workmanlike and expeditious manner, consistent with industry standards, and use only competent and qualified professionals. Additionally, such party must continue to perform such Remediation until the project fully complies with applicable legal and Governmental Entity requirements.

     (c)  In connection with any Remediation, the party entitled to the management thereof shall: (i) consult with the other party in connection with such Remediation; (ii) provide all material correspondence to and from Government Entities and any other third parties to the other party; (iii) give due and proper consideration to all reasonable directions of the other party and take into account such directions in the conduct of the Remediation; (iv) provide the other party a draft scope of any investigation prior to implementation of any Remediation and allow the other party the opportunity to comment on such draft scope; (v) provide the other party with all material drafts of specifications for the scope of remedial work prior to implementation of such work; (vi) give the other party the opportunity to make comments and provide input on such draft scope and give due and proper consideration to such comments; (vii) give the other party the opportunity to observe the progress of any Remediation and provide the other party advance notice of any material Remediation; (viii) provide the other party with the opportunity to be present and participate in any meeting of the Governmental Entity considering the Remediation; and (ix) provide the other party with quarterly reports on the progress of all investigations and Remediations.

     Section 6.20 Insurance Matters. Between the signing of this Agreement and the Closing, TRW and Buyer shall negotiate in good faith and enter into the Insurance Agreement, based upon the terms and conditions set forth in Schedule 6.20 hereto.

     (b)  TRW shall maintain aviation products liability insurance for the period beginning on the Closing Date thru April 30, 2004 for claims, lawsuits or proceedings arising out of any occurrences taking place on the Closing Date thru April 30, 2004 and relating to a product manufactured by the Business prior to the Closing Date. Subject to insurance market conditions and insurer agreement, TRW shall use all

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reasonable efforts to continue an insurance program with at least the annual limits in place as of the date of this Agreement, and TRW shall use its reasonable best efforts to have Buyer included as an additional insured under said insurance. TRW shall have no obligation to maintain aviation products liability insurance for claims, lawsuits or proceedings arising out of an occurrence taking place after April 30, 2004. Buyer agrees to fully cooperate with TRW and its insurers in the investigation, analysis and resolution of any aviation product liability claim that is covered by the insurance that is the subject of this paragraph or which is covered by any previous insurance purchased by TRW. Buyer further agrees to substantively continue the processes and procedures relating to the investigation of incidents and the handling of claims that currently fall within the responsibility of the Business’ Aerospace Safety Review Board (ASRB) and to provide TRW immediate notice of any occurrence that might give rise to a claim under the insurance described hereunder. TRW shall provide Buyer with a certificate of insurance evidencing the purchase of insurance required pursuant to this Section 6.20(b) promptly following the receipt of such certificate.

     (c)  Buyer shall maintain aviation products liability insurance for claims, lawsuits or proceedings that relate to a product manufactured by the Business on or after the Closing Date. Furthermore, beginning on May 1, 2004 Buyer shall maintain aviation products liability insurance for any aviation product liability claim, lawsuit or proceeding arising out of a product of the Business irrespective of when the product was manufactured. Subject to insurance market conditions and insurer agreement, Buyer shall use all reasonable efforts to continue an insurance program with at least the annual limits in place as of the date of this Agreement, and Buyer shall use its reasonable best efforts to have TRW included as an additional insured for a period beginning with the Closing Date and ending not less on April 30, 2009. TRW agrees to cooperate with Buyer and its insurers in the investigation, analysis and resolution of any aviation product liability claim that is the subject of Buyer’s aviation product liability insurance. Buyer shall provide TRW with a certificate of insurance evidencing the purchase of insurance required pursuant to this Section 6.20(c) promptly following the receipt of such certificate.

     Section 6.21 Communications with Customers. Buyer and TRW shall cooperate with each other and shall use their respective reasonable best efforts to obtain each of the third-party consents set forth in Section 4.6 of the TRW Disclosure Letter. With respect thereto, subject to applicable law, TRW and Buyer will (a) communicate the initial disclosure of Buyer’s agreement to acquire the Business to third parties and the form and content of such disclosure shall be mutually agreed upon by Buyer and TRW and (b) permit the other party to review in advance any proposed communication between it and any third party regarding any such consent.

     Section 6.22 Claim Management.

     (a)  Buyer agrees that it will not, and agrees to use and use its reasonable best efforts to ensure that its Affiliates do not, voluntarily or by discretionary action, accelerate the timing, or increase the cost, of any obligations of TRW under this

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Agreement relating to Shared Campaign Claims or Pre-Closing Customer Contract Claims, except as required by law.

     (b)  If pursuant to Section 2.4(a)(iii) or (iv) hereof Buyer shall manage any proceedings relating to any Shared Campaign Claims or Pre-Closing Customer Contract Claims, Buyer must conduct its actions in a good workmanlike and expeditious manner, consistent with industry standards, and use only competent and qualified professionals with the goal of minimizing any amounts payable consistent with industry practice and consistent with the ordinary course of business of the Business.

     (c)  In connection with management of any Shared Campaign Claims or Pre-Closing Customer Contract Claims for which TRW shall bear sole liability pursuant to Section 2.4 hereof, Buyer shall: (i) consult with TRW in connection with such management; (ii) provide any material correspondence to and from the parties seeking payment pursuant to any Shared Campaign Claims or Pre-Closing Customer Contract Claims, that is reasonably requested by TRW; and (iii) give due and proper consideration to all reasonable directions of TRW in the conduct of such management. With respect to all Shared Campaign Claims and Pre-Closing Customer Contract Claims, Buyer shall provide TRW with quarterly reports on the progress of all settlements of Shared Campaign Claims and Pre-Closing Customer Contract Claims.

ARTICLE II

CONDITIONS

     Section 7.1 Conditions to Each Party’s Obligations. The respective obligation of each party to effect the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver at or prior to the Closing of the following conditions:

     (a)  all authorizations, consents, registrations, notices or approvals required by third parties (other than Governmental Antitrust Entities) and set forth in Schedule 7.1(a) hereto shall have occurred or been obtained;

     (b)  any waiting period (and any extension thereto) (i) applicable to the consummation of the transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated and (ii) approval by the European Commission of the transactions contemplated by this Agreement shall have been obtained pursuant to the EU Merger Regulation;

     (c)  all waiting periods applicable to the transactions contemplated by this Agreement or any Ancillary Agreement under any applicable other antitrust or competition law shall have expired or been terminated, all filings required by law to be made prior to Closing by TRW or Buyer with, and all consents, approvals and authorizations required by law to be obtained prior to Closing by TRW or by Buyer from any Governmental Antitrust Entities under any applicable foreign antitrust or

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competition law (collectively, “Governmental Antitrust Consents”) in order to consummate the transactions contemplated by this Agreement shall have been made or obtained (as the case may be), except where the failure for such waiting periods to expire or to be terminated, to make such filings, or to obtain any such Governmental Antitrust Consents, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect if the transactions contemplated by this Agreement were consummated to the extent legally permissible;

     (d)  no provision of any applicable law or regulation and no judgment, injunction (preliminary or permanent), order or decree that prohibits, makes illegal or enjoins the consummation of the transactions contemplated by this Agreement shall be in effect (each party taking any and all steps required by Section 6.3 and Section 6.4 of this Agreement), except where the applicable law or regulation or judgment, injunction, order or decree is not reasonably likely to have more than an immaterial effect on the Business if the transactions contemplated by this Agreement were consummated to the extent legally permissible; and

     (e)  the Preliminary Transfers shall have been completed in accordance with Schedule 2.1 hereto.

     Section 7.2 Conditions to Obligations of Buyer. The obligation of Buyer to effect the transactions contemplated by this Agreement shall further be subject to the satisfaction at or prior to the Closing of the following conditions, which are for the benefit of Buyer only and may only be waived by Buyer at or prior to the Closing in its sole discretion:

     (a)  all representations and warranties of TRW in this Agreement (without taking into account any materiality or Material Adverse Effect qualification) shall be true and correct, except where such failure to be so true and correct, individually or in the aggregate, has not resulted in, and would not be reasonably likely to result in, a Material Adverse Effect, in each case as of the Closing Date with the same effect as though such representations and warranties had been made at and as of such time, other than representations and warranties that expressly speak as of a specific date or time (which shall be true and correct, as modified in the manner described above with respect to representations and warranties which do not speak as of a specific date or time, only as of such time);

     (b)  TRW shall have performed and complied with in all material respects all of its covenants, undertakings and agreements required by this Agreement to be performed or complied with by it at or prior to the Closing; and

     (c)  TRW shall have delivered or caused to be delivered to Buyer each of the documents specified in Schedule 3.2(a) hereof;

     Section 7.3 Conditions to Obligations of TRW. The obligation of TRW to effect the transactions contemplated by this Agreement shall be further subject to the satisfaction at or prior to the Closing of the following conditions, which are for the

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benefit of TRW only and may only be waived by TRW at or prior to the Closing in its sole discretion:

     (a)  all representations and warranties of Buyer in this Agreement (without taking into account any materiality or material adverse effect qualification) shall be true and correct, except where such failure to be so true and correct, individually or in the aggregate, has not resulted in and would not be reasonably likely to result in, a material adverse effect on Buyer’s ability to consummate the transactions contemplated hereby, in each case as of the Closing Date with the same effect as though such representations and warranties had been made at and as of such time, other than representations and warranties that speak as of a specific date or time (which shall be true and correct, as modified in the manner described above with respect to representations and warranties which do not speak as of a specific date or time, only as of such time);

     (b)  Buyer shall have performed and complied with in all material respects all of its respective covenants, undertakings and agreements required by this Agreement to be performed or complied with by it at or prior to the Closing;

     (c)  Buyer shall have delivered or caused to be delivered to TRW each of the documents specified in Schedule 3.2(b) hereof.

ARTICLE III

TERMINATION

     Section 8.1 Termination. This Agreement may be terminated at any time prior to the Closing by:

     (a)  mutual written consent of TRW and Buyer;

     (b)  either TRW or Buyer if the Closing shall not have occurred on or prior to the six month anniversary of this Agreement; provided, however, that if (i) the Closing has not occurred by such date by reason of nonsatisfaction of any of the conditions set forth in Section 7.1(a), Section 7.1(b) or Section 7.1(c) and (ii) all other conditions set forth in Article VII have heretofore been satisfied or waived or are then capable of being satisfied, then such date shall automatically be extended to the date that is the nine month anniversary of this Agreement; provided, further, that the right to terminate this Agreement under this Section 8.1(b) shall not be available to any party whose failure to fulfill in any material respect any obligation under this Agreement has caused or resulted in the failure of the Closing to occur on or before such date, whether or not such date has been so extended;

     (c)  TRW (i) if Buyer shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform would render any condition to TRW’s obligations under Section 7.1 or 7.3 hereof incapable of being

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satisfied; provided, however, that if such breach or failure to perform is curable by Buyer through the exercise of its reasonable best efforts, and for so long as Buyer continues to exercise such reasonable best efforts, TRW may not terminate this Agreement under this Section 8.1(c); provided, further, that the preceding proviso shall not in any event be deemed to extend the date set forth in Section 8.1(b), or (ii) if a condition under Section 7.1 or 7.3 hereof to TRW’s obligations hereunder has been rendered incapable of being satisfied;

     (d)  Buyer (i) if TRW shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform would render any condition to Buyer’s obligations under Section 7.1 or 7.2 hereof incapable of being satisfied; provided, however, that if such breach or failure to perform is curable by TRW through the exercise of its reasonable best efforts, and for so long as TRW continues to exercise such reasonable best efforts, Buyer may not terminate this Agreement under this Section 8.1(d); provided, further, that the preceding proviso shall not in any event be deemed to extend the date set forth in Section 8.1(b), or (ii) if a condition under Section 7.1 or 7.2 hereof to Buyer’s obligations hereunder has been rendered incapable of being satisfied; or

     (e)  either TRW or Buyer if any court of competent jurisdiction or other competent Governmental Entity shall have issued a statute, rule, regulation, order, decree or injunction or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such statute, rule, regulation, order, decree or injunction or other action shall have become final and non-appealable, unless the failure to consummate the Closing because of such action by a Governmental Entity shall be due to the failure of the party seeking to terminate this Agreement to have fulfilled any of its obligations under Section 6.3 or Section 6.4.

     Section 8.2 Effect of Termination. In the event of the termination of this Agreement pursuant to Section 8.1 hereof, this Agreement (except for Section 6.2(b), Section 6.6(a), Section 8.4 and Article X) shall forthwith become void and have no effect, without any liability on the part of any party hereto or its Affiliates; provided, however, that nothing contained in this Section 8.2 shall relieve any party from liability for any breach of this Agreement.

     Section 8.3 Extension; Waiver. At any time prior to the Closing, each of the parties hereto may (i) extend the time for the performance of any of the obligations or acts of the other party hereto, (ii) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto, (iii) waive compliance with any of the agreements of the other party contained herein or (iv) waive any condition to its obligations hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such party. No failure or delay in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder.

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ARTICLE IV

SURVIVAL; INDEMNIFICATION

Section 9.1 Survival Periods.

     (a)  All representations and warranties of the parties contained in this Agreement or any certificate or instrument delivered in connection herewith shall survive the Closing for a period of eighteen (18) months immediately following the date of the Closing, except that (i) the representations and warranties contained in Section 4.16 (Environmental Matters) shall not survive the Closing, and (ii) the representations and warranties contained in Section 4.12 (Taxes) shall survive the Closing for the period of the applicable statute of limitations. The Closing shall not in and of itself constitute a waiver by any party of any rights it may have with respect to any obligations of the other parties hereunder. In the event that an Indemnified Party (as defined below) provides written notice in accordance with Section 10.1 to the Indemnifying Party (as defined below) within the 18 month period set forth in the first sentence of this Section 9.1(a), and such claim shall not have been finally resolved before the expiration of the applicable period referred to in the first sentence of this Section 9.1(a), any representation, warranty, covenant or agreement that is the basis for such claim shall continue to survive and shall remain a basis for indemnity only as to such specific claim (but as to no other claim) until such claim is finally resolved. Notwithstanding the foregoing, there shall be no period of time within which notice of or a claim for indemnity against TRW must be provided by Buyer with respect to those items set forth in Section 9.2(a)(iii), (iv) or (v), or a claim for indemnity against Buyer must be provided by TRW with respect to those items set forth in Section 9.2(b)(iii) or (iv) hereof.

     (b)  This Section 9.1 shall not limit any covenant or agreement of the parties contained in this Agreement or the Ancillary Agreements which by its terms contemplates performance after the Closing, and shall not extend the applicability of any covenant or agreement of the parties contained in this Agreement or the Ancillary Agreements which by its terms solely relates to the period between the date hereof and the Closing.

     Section 9.2 Indemnification. Except for all claims related to Taxes (which shall be governed solely by Section 6.10) and subject to the other provisions of this Article IX, from and after the Closing:

     (a)  TRW shall indemnify, defend and hold harmless Buyer and its Affiliates from and against any and all costs and expenses (including reasonable attorney’s fees), suits, proceedings, judgments, settlements, fines, losses, claims, liabilities, deficiencies, interest, awards, penalties, demands, assessments and damages, (excluding punitive, special, exemplary, consequential, incidental or indirect damages unless payable to a third party and directly attributable to actions of TRW or its Affiliates, but including losses attributable to the loss of profits of the Business that are directly attributable to breaches of this Agreement by TRW or its Affiliates) (collectively, “Damages”) to the extent relating to or arising out of (i) any breach of any representation

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or warranty made by TRW in this Agreement or the Ancillary Agreements (such Damages determined, except in the case of Section 4.7 (Financial Statements), without regard to any materiality or Material Adverse Effect qualification), (ii) breach of or failure to perform any covenant, agreement or undertaking, made by or on behalf of TRW under this Agreement, required to be taken prior to the Closing, (iii) breach of or failure to perform any covenant, agreement or undertaking, made by or on behalf of TRW under this Agreement, required to be taken after the Closing, (iv) any failure of TRW to comply with any applicable bulk sales laws in connection with the transfers hereunder (unless any Damages thereunder arise as a result of Buyer’s failure to satisfy the Assumed Liabilities); or (v) any Excluded Liability; provided, however, that Buyer will pay over to TRW any insurance proceeds received in respect of any such Damages to the extent such Damages shall have been paid by TRW pursuant to this Section 9.2(a) and such proceeds have not already been applied by Buyer to offset all or any portion of such Damages.

     (b)  Buyer shall indemnify and hold harmless TRW and its Affiliates from and against any Damages to the extent caused by (i) any breach of any representation or warranty made by Buyer in this Agreement or the Ancillary Agreements, (ii) breach of or the failure to perform any covenant, agreement or undertaking, made by or on behalf of Buyer under this Agreement, required to be taken prior to the Closing, (iii) breach of or failure to perform any covenant, agreement or undertaking, made by or on behalf of Buyer under this Agreement, required to be taken after Closing or (iv) the Assumed Liabilities; provided, however, that TRW will pay over to Buyer any insurance proceeds received in respect of any such Damages to the extent such Damages shall have been paid by Buyer pursuant to this Section 9.2(b) and such proceeds have not already been applied by TRW to offset all or any portion of such Damages.

     (c)  For purposes of this Agreement, the term “Indemnified Party” shall mean any party hereto which shall incur or suffer any Damages in respect of which indemnification may be sought pursuant to the terms of this Article IX. For purposes of this Agreement, Damages shall be calculated after giving effect to any related tax benefit net of any reserves on the Closing Balance Sheet and amounts recovered from third parties, including amounts recovered under insurance policies with respect to such Damages, net of any costs to recover such amounts. Any Indemnified Party having a claim under these indemnification provisions shall make a good faith effort to recover all losses, costs, damages and expenses from insurers of such Indemnified Party under applicable insurance policies so as to reduce the amount of any Damages hereunder. No Indemnified Party will, in any event, be entitled to any incidental, indirect, consequential, special, exemplary or punitive damages resulting from or arising out of any claim under this Section 9.2, unless payable to a third party and directly attributable to actions of TRW or its Affiliates (it being understood that damages attributable to the loss of profits of the Business that are directly attributable to breaches of this Agreement by TRW or its Affiliates shall be recoverable). Notwithstanding, anything in this Article IX, Section 2.4 shall govern all indemnification claims for any and all Environmental Liabilities, Shared Campaign Claims, Pre-Closing Customer Contract Claims, and Product Liability Claims, and Buyer shall not be entitled to any indemnification claim for a breach of a representation, warranty or covenant relating to such matters.

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     Section 9.3 Claims. If an Indemnified Party intends to seek indemnification pursuant to this Article IX with respect to third party claims, such Indemnified Party shall promptly provide written notice to the party from whom indemnification is being sought (the “Indemnifying Party”), in writing in accordance with Section 10.1 hereof of such claim describing such claim in reasonable detail including the sections of this Agreement which form the basis for such claim; copies of all material written evidence thereof and the estimated amount of the Damages that have been or may be sustained by an Indemnified Party; provided that the failure to provide such notice shall not affect the obligations of the Indemnifying Party unless it is actually materially prejudiced thereby, subject, however, to the time periods specified in Section 9.1 hereof. In the event that such claim involves a claim by a third party against the Indemnified Party, the Indemnifying Party shall have twenty days after receipt of such notice to decide whether it will undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and if it so decides, the Indemnified Party shall cooperate with the Indemnifying Party in connection with the settlement or defense of such claim; provided, however, that the Indemnified Party may participate in such settlement or defense through counsel chosen by it; provided, further, that the fees and expenses of such counsel shall be borne by the Indemnified Party. Notwithstanding anything in this Section 9.3 to the contrary, the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment unless such settlement or compromise includes as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a duly executed written release of the Indemnified Party from all liability in respect of such action, which release shall be reasonably satisfactory in form and substance to counsel for the Indemnified Party; provided that the Indemnifying Party shall not effect a settlement or compromise without the prior written consent of the Indemnified Party if such settlement or compromise contains injunctive, equitable or other provisions that materially affect, the ongoing business of the Indemnified Party. So long as the Indemnifying Party has agreed to undertake, conduct and control the settlement or defense of any such claim and is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then the Indemnified Party shall have the right to defend against such claim or demand and the portion of any such claim or demand as to which the defense by the Indemnified Party is unsuccessful (and the reasonable costs and expenses pertaining to such defense) shall be a liability of the Indemnifying Party hereunder.

     Section 9.4 Limitation of Liability.

     (a)  In no event shall TRW be liable for indemnification pursuant to Section 9.2(a)(i) for any claim that is less than $100,000 (the “Minimum Claim Amount”) and in no event shall TRW be liable for indemnification pursuant to Section 9.2(a)(i) unless and until the aggregate of all such claims that exceed the Minimum Claim Amount result in total Damages which are incurred or suffered by Buyer that exceed five million dollars ($5,000,000) (the “Threshold”), in which case Buyer shall be entitled to

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indemnification for only such Damages that are in excess of the threshold; and provided, however, that the aggregate liability of TRW pursuant to Section 9.2(a)(i) shall not be in excess of an aggregate amount of twenty-five percent (25%) of the Purchase Price (the “Cap”).

     (b)  In no event shall Buyer be liable for indemnification pursuant to Section 9.2(b)(i) for any claim that is less than the Minimum Claim Amount and in no event shall Buyer be liable for indemnification pursuant to Section 9.2(b)(i) unless and until the aggregate of all such claims exceeding the Minimum Claim Amount result in total Damages which are incurred or suffered by TRW that exceed the Threshold, in which case TRW shall be entitled to indemnification for only such Damages that are in excess of the threshold; and provided, however, that the aggregate liability of Buyer pursuant to Section 9.2(b)(i) shall not be in excess of the Cap.

     Section 9.5 Nature of Remedies. If the Closing shall occur, the remedies set forth in this Article IX shall be the sole and exclusive remedies of, and in lieu of any other remedies that may be available to, the Indemnified Parties arising out of or relating to, whether based on contract, tort or other claims, this Agreement and the Business or any other agreements or documents signed or executed in relation to the transactions contemplated hereby and thereby by the parties to this Agreement or their Affiliates, except as otherwise expressly provided in this Agreement or such other agreements or documents.

ARTICLE V

MISCELLANEOUS

     Section 10.1 Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given (i) by personal delivery to the appropriate address as set forth below (or at such other address for the party as shall have been previously specified in writing to the other party), (ii) by reliable overnight courier service (with confirmation) to the appropriate address as set forth below (or at such other address for the party as shall have been previously specified in writing to the other party), or (iii) by facsimile transmission (with confirmation) to the appropriate facsimile number set forth below (or at such other facsimile number for the party as shall have been previously specified in writing to the other party) with follow-up copy by reliable overnight courier service the next Business Day:

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     (a)   if to Buyer, to:

     (b)   if to TRW, to:

     All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 p.m. (New York City time) and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

     Section 10.2 Amendments and Waivers. This Agreement may not be modified or amended except by an instrument or instruments in writing signed by an authorized officer of each party. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, covenant, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by an authorized officer of the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

     Section 10.3 Headings. The table of contents and the article, section, paragraph and other headings contained in this Agreement are inserted for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

     Section 10.4 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement.

     Section 10.5 Entire Agreement. This Agreement, the Ancillary Agreements, the TRW Disclosure Letter, the Exhibits hereto, the Schedules hereto, and the Confidentiality Agreement constitute the entire agreement between the parties hereto

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with respect to the subject matter hereof, and supersede and cancel all prior agreements, negotiations, correspondence, undertakings, understandings and communications of the parties, oral and written, with respect to the subject matter hereof.

     Section 10.6 Governing Law. THIS AGREEMENT, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OR CHOICE OF LAWS OR ANY OTHER LAW THAT WOULD MAKE THE LAWS OF ANY OTHER JURISDICTION OTHER THAN THE STATE OF NEW YORK APPLICABLE HERETO.

     Section 10.7 Resolution of Disputes. Except for the resolution of matters as addressed by Sections 2.6 and 6.10 hereof (which shall be resolved in accordance with the procedures set forth in those sections), all other disputes arising out of or relating to this Agreement or an Ancillary Agreement or the breach, termination or validity thereof or the parties’ performance hereunder or thereunder (“Dispute”) shall be resolved as provided by this Section 10.7.

     (a)  Mediation.

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     (b)  Notwithstanding anything to the contrary in this Agreement, TRW and Buyer, as parties to the Confidentiality Agreement, acknowledge that their remedies at law for a breach or threatened breach of the Confidentiality Agreement would be inadequate and, in recognition of this fact, upon a breach or threatened breach of the Confidentiality Agreement, either party to the Confidentiality Agreement, without posting any bond, and in addition to all other remedies which may be available, shall be entitled to immediately seek or obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available.

     Section 10.8 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION, CLAIM, SUIT, LITIGATION OR OTHER PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     Section 10.9 Assignment. This Agreement may not be assigned by any party hereto without the written consent of the other party; provided, however, that Buyer may assign this Agreement or any of its rights, remedies and obligations hereunder to one or more of its wholly-owned Subsidiaries without the consent of TRW; provided, that Buyer guarantees the performance of such Subsidiaries and provided further, that no such assignment shall relieve Buyer of any of its rights and obligations hereunder.

     Section 10.10 Fees and Expenses. Except as otherwise provided in Section 6.6, whether or not the transactions contemplated by this Agreement are consummated, each party shall bear its own fees and expenses incurred in connection with the transactions contemplated by this Agreement.

     Section 10.11 Binding Nature; Third-Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors (whether by operation of law or otherwise) and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person or Persons any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.

     Section 10.12 Severability. This Agreement shall be deemed severable; the invalidity or unenforceability of any term or provision of this Agreement shall not affect the validity or enforceability of this Agreement or of any other term hereof, which shall remain in full force and effect, for so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially

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adverse to any party. TRW and Buyer hereby acknowledge and agree that the covenants set forth in Section 6.16 and Section 6.17 are reasonable in scope and in all other respects. If it is ever held that any restriction hereunder is too broad to permit enforcement of such restriction to its fullest extent, each party agrees that such restriction may be enforced to the maximum extent permitted by law, and each party hereby consents and agrees that such scope may be judicially modified accordingly in any proceeding brought to enforce such restriction.

     Section 10.13 No Right of Setoff. Neither party hereto nor any Affiliate thereof may deduct from, set off, holdback or otherwise reduce in any manner whatsoever against any amounts such Persons may owe to the other party hereto or any of its Affiliates any amounts owed by such other party or its Affiliates to the first party or its Affiliates.

     Section 10.14 Currency. All monetary amounts mentioned or referred to herein are in United States dollars unless otherwise indicated.

     Section 10.15 Specific Performance. The parties hereto agree that irreparable damage would occur in the event that any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity.

     Section 10.16 Construction.

     (a)  For the purposes hereof, (i) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other genders as the context requires, (ii) the words “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including the TRW Disclosure Letter, the Schedules hereto and the Exhibits hereto) and not to any particular provision of this Agreement, and article, section, paragraph, exhibit and schedule references are to the articles, sections, paragraphs, and exhibits and schedules of this Agreement unless otherwise specified, (iii) the words “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless otherwise specified, (iv) the word “or” shall not be exclusive, (v) Buyer and TRW will be referred to herein individually as a “party” and collectively as “parties” (except where the context otherwise requires), (vi) the phrases “used or held for use primarily in the Business,” “primarily related to the Business” and “primarily arising from the conduct of the Business” are to be determined in relation to the business of TRW and its Affiliates collectively and (vii) the phrase “transactions contemplated by this Agreement” or “transactions contemplated herein” shall include the transactions contemplated by the Exhibits and Schedules to this Agreement.

     (b)  The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no

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presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

     (c)  Any reference to any federal, state, local or non-U.S. statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context otherwise requires.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

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