Intellectual Property License Agreement - TRW Automotive Acquisition Corp. and Northrop Grumman Corp.
INTELLECTUAL PROPERTY LICENSE AGREEMENT
This INTELLECTUAL PROPERTY LICENSE AGREEMENT ("Agreement") is dated as
of February 28, 2003 (the "Effective Date") between TRW Automotive Acquisition
Corp., a Delaware corporation ("Licensor"), and Northrop Grumman Corporation, a
Delaware corporation ("Licensee"). Licensor and Licensee are sometimes referred
to herein individually as, "Party" and collectively as, the "Parties."
Capitalized terms used herein but nor otherwise defined shall have the meanings
ascribed to them in the Master Purchase Agreement (as defined below).
RECITALS
WHEREAS, BCP Acquisition Company L.L.C., a Delaware limited liability
company (the "Purchaser") and Licensee have entered into a Master Purchase
Agreement, dated as of November 18, 2002, as amended by Amendment No. 1 thereto,
dated as of December 20, 2002, among, the Purchaser, Licensee, TRW, Inc., an
Ohio corporation and a wholly-owned Subsidiary of Licensee ("TRW"), and TRW
Automotive Inc., a Delaware corporation and majority-owned Subsidiary of
Licensee ("TRW"), (as the same may be amended, supplemented or modified to date,
the "Master Purchase Agreement") providing for the purchase by a Subsidiary of
the Purchaser of TRW's Automotive Business;
WHEREAS, pursuant to the Master Purchase Agreement, on or prior to the
date hereof, Licensee has contributed and transferred to Licensor, and Licensor
has received and assumed, directly or indirectly, substantially all of the
assets and liabilities currently associated with the Automotive Business and the
stock or similar interests currently held by Licensee in Subsidiaries and other
entities that conduct the Automotive Business (the transactions described in
this recital are referred to collectively as the "Transfers" and have been
effected in accordance with Article I of the Master Purchase Agreement);
WHEREAS, the Master Purchase Agreement contemplates that the Licensor
will license certain intellectual property to Licensee, namely, the Licensed IP
(as defined herein) for use outside of the Automotive Field (as defined herein);
and
WHEREAS, Licensee desires to obtain the right and license to use the
Licensed IP upon the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the foregoing premises, and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the Parties hereto hereby covenant and agree as follows:
I. DEFINITIONS:
1.1 Definitions. All terms used but not defined herein, shall have the
meaning set forth in the Master Purchase Agreement (as defined above). For
purposes of this Agreement, the following capitalized terms shall have the
following meanings:
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"Affiliate" shall have the meaning ascribed to such term in the Master
Purchase Agreement.
"Agreement" shall have the meaning set forth in the preamble of this
Agreement.
"Automotive Business" shall have the meaning ascribed to such term in
the Master Purchase Agreement.
"Automotive Field" means the business of (i) designing, manufacturing
and selling products for automobiles, including steering, suspension, braking,
engine, occupant safety, electronic and electro-mechanical components, modules
and systems, engineered fastening and other components and systems for passenger
cars, light trucks, commercial vehicles and other land-based motor vehicles,
including inflatable restraint, seat belt and steering wheel components and
systems; braking components, systems and related products; steering and
suspension systems and components; chassis components, modules and integrated
vehicle control systems; vehicle dynamic control systems and electronics;
access, security and safety electronics systems; display and heating,
ventilating and air conditioning electronics; engineered and plastic fasteners
and precision plastic moldings and assemblies; engine components and systems;
commercial steering systems and components and (ii) providing services,
including but not limited to design services, logistics services, assembly
services, warranty administration services, technical support services and
diagnostic services, reasonably related or incidental to the development,
manufacture, sale, or distribution of products for automobiles.
"Confidential Information" shall have the meaning set forth in Section
8.1.
"Effective Date" shall have the meaning set forth in the preamble of
this Agreement.
"Licensed IP" shall mean the Company Intellectual Property, including
but not limited to the items listed on Schedule 2.1, which is attached hereto
and incorporated herein.
"Licensee" shall have the meaning set forth in the preamble of this
Agreement.
"Licensor" shall have the meaning set forth in the preamble of this
Agreement.
"Master Purchase Agreement" shall have the meaning set forth in the
preamble of this Agreement.
"Party" shall have the meaning set forth in the preamble of this
Agreement.
"Parties" shall have the meaning set forth in the preamble of this
Agreement.
"Person" shall have the meaning ascribed to such term in the Master
Purchase Agreement.
"TRW Businesses" shall have the meaning set forth in Section 2.1.
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II. LICENSE GRANT
2.1 License Grant. Effective from and after the Effective Date,
Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor,
subject to any licenses previously granted to third parties, a perpetual,
irrevocable, non-exclusive, fully paid-up, royalty-free worldwide license to use
the Licensed IP to make, have made, import, use, offer for sale, promote,
distribute, sell products and processes, and otherwise commercially exploit the
Licensed IP in all fields outside of the Automotive Field; provided, however,
that the license granted with respect to the Trademarks included in the Licensed
IP is limited to those fields in which Licensee and TRW presently conduct and
operate their respective businesses excluding the Automotive Field (such
businesses, collectively the "TRW Businesses"), for so long as any of them shall
use the Trademarks. Such license includes, without limitation, the right to
distribute, and create derivative works from any copyrighted materials included
in Licensed IP and the right to use any trade secrets and know-how included in
Licensed IP.
2.2 Copies. Licensee may make such number of copies of the applicable
Licensed IP as is reasonably necessary to accomplish the permitted uses set
forth in Section 2.1. All copies shall be subject to the terms and conditions of
this Agreement.
2.3 Exclusion of All Other Rights. Except as expressly provided herein,
Licensee is granted no rights or licenses whatsoever in or to the Licensed IP or
any other Licensor products, services or other Licensor intellectual,
proprietary or personal rights. Licensor hereby expressly reserves all rights
and licenses not expressly granted in this Agreement. In particular and without
limiting the foregoing, nothing in this Agreement will be deemed to convey to
Licensee the legal title to any Licensed IP.
2.4 Right to Sublicense. Licensee shall be free to grant sublicenses to
any Subsidiary or Affiliate of Licensee for so long as such Person remains a
Subsidiary or an Affiliate of Licensee. Any such sublicense shall be subordinate
to and conform to the terms and conditions of this License, and shall not
include the right for such sublicensee to grant sublicenses to persons who are
not also Subsidiaries or Affiliates of Licensee. Licensee shall also be free to
grant sublicenses to persons who are not Subsidiaries or Affiliates of Licensee
to the extent necessary to exercise its "have made" rights as provided in
Section 2.1. Any such sublicense shall be subordinate to and conform to the
terms and conditions of this License; shall not include the right for such
sublicensee to grant sublicenses to other persons; and shall not include the
right for such sublicensee to make, sell or distribute products made using the
Licensed IP for such sublicensee's own account or the account of any person
other than Licensee or a Subsidiary or Affiliate of Licensee. In addition,
Licensee shall require that any such sublicensee implement and maintain
practices and policies sufficient to preserve the confidentiality of all
Licensed IP provided to such sublicensee by Licensee, and Licensee shall be
solely responsible, as between Licensee and Licensor, for any breach of
confidentiality with respect to the Licensed IP by any such sublicensee. Except
as expressly set forth in this provision, Licensee shall not, without the prior
written approval of Licensor, which approval shall not be unreasonably withheld,
delayed, or conditioned, sublicense or transfer in any way any Licensed IP.
2.5 Intellectual Property Notices and Markings. Licensee shall
accurately produce and reproduce all Licensor intellectual property notices on
all copies Licensee produces or reproduces of the Licensed IP. In no event shall
Licensee remove any Licensor intellectual property notices from any materials.
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2.6 Quality Control. Licensee agrees that the use of the Trademarks
included in the Licensed IP shall comply with all quality control standards and
usage guidelines as may be reasonably established by Licensor from time to time
and then in effect, and shall be in conformance with good manufacturing
practices and trademark usage generally. Licensor hereby deems all current uses
of such Trademarks by Licensee and its Affiliates to meet its quality control
standards and usage guidelines; provided, however, that if Licensor shall change
the styling or appearance of any such Trademark, Licensee shall take
commercially reasonable measures to conform its usage of such Trademark to the
new styling or appearance, but Licensee shall be free to exhaust all existing
stock and inventory of products and materials of any kind bearing the Trademark
prior to the referenced change in styling or appearance. Licensee shall not
require Licensor's approval for new uses of the Trademarks that are
substantially similar to those made by Licensee and its Affiliates prior to the
Closing Date, but shall obtain Licensor's prior approval and consent, which
shall not be unreasonably withheld, delayed, or conditioned, for any use that
materially varies from such prior use with respect to the quality or nature of
the goods or services in connection with which the Trademarks are used, or the
form or manner of their display. Licensor shall not require Licensee to follow
quality control standards or usage guidelines that are substantially different
from those that Licensor imposes on other licensees generally, taking into
account any relevant differences in their respective markets or products.
Licensee agrees not to contest Licensor's ownership of the Trademarks, not to
disparage or call into question the validity, value or ownership thereof, and
not to use any of the Trademarks in any manner so as to create a combined
trademark.
2.7. Notice and Cooperation Respecting New Trademark Use. Licensee
shall notify Licensor reasonably in advance of Licensee's intention to commence
a new use of any Trademark included in the Licensed IP in any jurisdiction, or
in any international classification of use within any jurisdiction, in which
such Trademark has not previously been registered. Licensor shall have the sole
discretion to determine whether or not to apply for such registration, but a
determination by Licensor not to apply for such registration shall not preclude
Licensee from commencing such new use. Licensee shall cooperate with Licensor
and take such actions as Licensor may reasonably request, including entering
into a royalty-free, paid-up registered user agreement prior to commencing such
new use, that Licensor may reasonably consider necessary or desirable to
preserve and protect its rights in the Trademark under the applicable local law.
III. OWNERSHIP
3.1 Licensed IP. Licensee acknowledges and agrees that, as between the
Parties and subject to the rights and licenses granted herein, Licensor is, and
at all times shall remain, the sole and exclusive owner of all right, title and
interest, throughout the world (including all intellectual property and other
proprietary rights), in and to all Licensed IP, and any copies of the Licensed
IP, whether made by or on behalf of Licensor or Licensee.
IV. PROTECTION OF LICENSED TECHNOLOGY
4.1 Legal Action. Except as set forth below, Licensor shall maintain
sole control and discretion over the prosecution and maintenance with respect to
all rights, including all intellectual property rights in and to the Licensed
IP.
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4.2 Protection of Intellectual Property Rights.
(a) Licensor and the Licensee shall cooperate to police diligently the
Licensed IP. The Licensee shall promptly notify Licensor in writing of any
unauthorized use, infringement, misappropriation, dilution or other violation of
the Licensed IP of which it becomes aware.
(b) Licensor shall have the primary right, but not the obligation, to
bring and control any suits against any unauthorized use, infringement,
misappropriation, dilution or other violation of the Licensed IP. Licensor shall
be entitled to retain the entirety of any award arising from such suit. Licensee
agrees to cooperate with Licensor in any litigation or other enforcement action
that Licensor may undertake to enforce or protect the Licensed IP in the field
of the TRW Businesses pursuant to Section 4.2(a) and, upon Licensor's request,
to execute, file and deliver all documents and proof necessary for such purpose,
including being named as a Party to such litigation as required by law. Licensee
shall have the right to participate and be represented in any such action, suit
or proceeding by its own counsel at its own expense. Licensee shall have no
claim of any kind against Licensor based on or arising out of the Licensor's
handling of or decisions concerning any such action, suit, proceeding,
settlement, or compromise, and the Licensee hereby irrevocably releases Licensor
from any such claim; provided, however, that Licensor shall not settle,
compromise or voluntarily dispose of any such action, suit or proceeding in a
manner that would materially restrict the rights or benefits of Licensee
pursuant to this agreement without the prior consent of Licensee, which consent
shall not be unreasonably withheld, delayed or conditioned. In the event
Licensor elects not to exercise this right, Licensee, upon prior written
approval from Licensor, may bring such suit, and Licensor agrees to reasonably
cooperate with Licensee, including being named as a party to such suit. If
Licensee elects to bring such suit, it shall be entitled to that portion of any
award based upon the actual damage to the TRW Businesses directly resulting from
such unauthorized use, infringement, misappropriation, dilution or other
violation of the Licensed IP.
(c) Each Party shall bear the costs, fees and expenses incurred by it
in complying with the provisions of Section 4.2, including those incurred in
bringing or controlling any such suits.
V. REPRESENTATIONS AND WARRANTIES
5.1 Each Party hereto represents and warrants that (i) it is a
corporation duly organized, validly existing and in good standing under the laws
of its state of incorporation, (ii) it has the corporate power and authority to
enter into this Agreement, and the execution, delivery and performance of this
Agreement and the transactions and other documents contemplated hereby have been
duly authorized by all necessary corporate action on the part of Licensor, and
(iii) this Agreement has been duly executed and delivered by the authorized
officers of such Party, and constitutes a legal, valid and binding obligation of
the Party, fully enforceable against such Party in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium, and similar laws of general applicability relating to or affecting
creditors' rights, and general equity principles.
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VI. INDEMNIFICATION
6.1 No Duty to Indemnify. Except as provided in the Master Purchase
Agreement, Licensor shall not under any circumstances, be obligated to
indemnify, defend, or hold Licensee, its Affiliates, or their respective
representatives, officers, directors, stockholders, employees, or agents (the
"Licensee Parties"), harmless from any liability, claims, demands, causes of
action, judgments, damages, or expenses (including reasonable attorneys' and
experts' fees and costs) which the Licensee Parties may incur or become liable
for as a result of Licensee's and its sublicensees' use of the Licensed IP in
accordance with this Agreement.
6.2 Licensee's Duty to Indemnify. Licensee shall indemnify, defend, and
hold Licensor, its Affiliates, and their respective representatives, officers,
directors, stockholders, employees, and agents (the "Licensor Parties"),
harmless from any and all liability, claims, demands, causes of action,
judgments, damages, and expenses (including reasonable attorneys' and experts'
fees and costs) which the Licensor Parties may incur or become liable for as a
result of claims by any Person to the extent arising from Licensee's and its
sublicensees' use of Licensed IP other than any third party claims covered by
Section 6.1; provided, however, that Licensee shall not be obligated to defend
or hold harmless any Licensor Parties in the event that such claims, demands,
causes of action, judgments, damages and, expenses arose out of willful
misconduct, gross negligence, or bad faith by any Licensor Parties.
6.3 Indemnification Procedure. Promptly after receipt by the
indemnified party of notice of any action, proceeding, claim, or potential claim
(any of which is hereinafter individually referred to as a "Claim") which could
give rise to a right to indemnification hereunder, the indemnified party shall
give the indemnifying party written notice describing the Claim in reasonable
detail, along with copies of any correspondence, court papers, or other writings
setting forth the Claim. The indemnifying party shall have the right, at its
option, to take over responsibility for the defense or settlement of the Claim,
at its own expense and by counsel of its own selection. The indemnified party
shall reasonably cooperate with the indemnifying party and its counsel in the
defense and/or settlement of any such Claim. If the indemnifying party takes
over the defense of the Claim, the indemnified party shall have the right, at
their own expense, to participate in the defense of such Claim. The indemnifying
party shall not enter into any settlement with respect to such Claim without the
indemnified party's prior written consent, which consent shall not be
unreasonably withheld, delayed or conditioned. In the event that the
indemnifying party shall decline to take over the defense of the Claim, the
indemnified party shall have the right to assume the defense of the Claim and to
resolve the Claim as it finds appropriate, in its reasonable opinion; provided,
however, that the indemnified party shall not enter into any settlement with
respect to such Claim without the indemnifying party 's prior written consent,
which consent shall not be unreasonably withheld, delayed, or conditioned. In
the event it is ultimately determined that the Claim in fact is covered by the
indemnification provisions under Section 6.2 of this Agreement, the indemnified
party shall be entitled to recover from the indemnifying party as provided in
Section 6.2.
VII. LIMITATIONS ON LIABILITY
7.1 Disclaimer of Consequential and Special Damages. TO THE MAXIMUM
EXTENT PERMITTED BY LAW, NEITHER PARTY NOR ANY RELATED ENTITY
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THEREOF SHALL BE LIABLE UNDER THIS AGREEMENT TO THE OTHER PARTY, ANY RELATED
ENTITY THEREOF OR ANY OTHER THIRD PERSON FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL, RELIANCE OR PUNITIVE DAMAGES OR LOST OR IMPUTED PROFITS,
LOST DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER
LIABILITY IS ASSERTED IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT
LIABILITY) INDEMNITY OR CONTRIBUTION, AND IRRESPECTIVE OF WHETHER A PARTY OR ANY
RELATED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE.
VIII. CONFIDENTIALITY
8.1 The Parties agree that all information which is communicated from
time to time by them to each other and their respective Affiliates, agents,
attorneys, accountants, and employees in connection with this Agreement (whether
oral, electronic or written of any kind or nature), or which is confidential and
proprietary to the person disclosing the same or which is technical confidential
information belonging to one Party that was already in the possession of the
other Party as of the Effective Date shall be deemed secret and confidential
("Confidential Information"). The Parties agree that the Confidential
Information received by them from the other will be maintained in confidence and
that the same will not be disclosed to or used by any person, firm, or
undertaking except their own agents and employees, subcontractors or
distributors hereunder who need to know and/or use such Confidential Information
for the purposes of this Agreement. Any such person given access to Confidential
Information shall be subject to confidentiality provisions by agreement with
Licensor or Licensee no less restrictive than those set forth herein. If either
Party is required by law to disclose any Confidential Information it has
received, it will take reasonable efforts to minimize the extent of any required
disclosure and to obtain an undertaking from the recipient to maintain the
confidentiality thereof. Either Party must promptly inform the other Party of
any information it believes comes within the circumstances in the immediately
preceding sentence. Each Party will cooperate with the other Party, at the other
Party's expense, in seeking to maintain the confidentiality of such Confidential
Information. Each Party's obligations under this Section 8 shall terminate, with
respect to any particular information, five (5) years after the date of
disclosure of such information; provided, however, that each Party's obligations
under this Section 8 with respect to any technical information that the
providing Party protects as a trade secret shall be kept confidential for five
(5) years or such longer period as such information has not become publicly and
readily available in the marketplace to third Parties without being subject to
confidentiality protections.
8.2 Marking. All Confidential Information communicated under this
Agreement in writing shall be marked by the disclosing part with a conspicuous
legend, marking or stamp as Confidential Information. Confidential Information
communicated in non-written format shall be identified by the disclosing Party
as confidential at the time of such communication and promptly thereafter
reduced to writing and marked as Confidential Information by the disclosing
Party. The Parties agree that the trade secrets and know-how included in the
Licensed IP shall be treated as Confidential Information regardless of whether
such trade secrets and know-how are marked, stamped or otherwise identified as
confidential.
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8.3 Exceptions. Nothing in this Section 8 shall require the recipient
Party to hold in confidence or otherwise protect from unauthorized use of
disclosure any information that: (i) is known to the recipient at the time of
receipt; or (ii) is or becomes publicly available through no wrongful act of the
recipient; or (iii) is rightfully received by the recipient from a third Party
without restriction and without breach of any agreement; or (iv) is
independently developed by the recipient without breach of this Agreement; or
(v) is furnished by the disclosing Party to a third Party without restriction.
IX. MISCELLANEOUS
9.1 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:
if to Licensor, to:
TRW Automotive Acquisition Corp.
12025 Tech Center Drive
Livonia, Michigan 48150
Facsimile No.: (734) 266-4590
Attention: General Counsel
and
if to Licensee, to:
Northrop Grumman Corporation
1840 Century Park East
Los Angeles, CA 90067
Facsimile No.: (310) 556-4558
Attention: Vice President and General Counsel
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. (local time, place of receipt) 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.
9.2 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
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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.
9.3 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.
9.4 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.
9.5 Entire Agreement. This Agreement, the Master Purchase Agreement and
the other Ancillary Agreements constitute the entire agreement between the
Parties hereto 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.
9.6 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 DELAWARE, 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 DELAWARE APPLICABLE HERETO.
9.7 Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
9.8 Assignment. This Agreement may not be assigned by any Party hereto
without the written consent of the other Party; provided, however, that each
Party may assign this Agreement to a purchaser of substantially all of the
Party's shares or assets or to that Party's parent, controlled subsidiary or
controlled affiliate, provided that such purchaser agrees to be bound by all of
the terms and conditions of this Agreement. No assignment shall relieve either
Party of any of its rights and obligations hereunder. The granting of a security
interest in this Agreement or Licensee's rights under this Agreement, in the
nature of a conditional assignment or otherwise, shall not be construed to
violate this provision; nor shall it violate this provision for any secured
party to exercise it rights under any agreement relating to such security
interest.
9.9 Fees and Expenses. 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.
9.10 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 and
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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.
9.11 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 adverse to any Party. 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.
9.12 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.
9.13 Construction. 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 presumption or burden of proof shall
arise favoring or disfavoring any Party by virtue of the authorship of any
provisions of this Agreement.
9.14 Interpretation. 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.
NORTHROP GRUMMAN CORPORATION
By: /s/ Albert F Myers
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Name: Albert F. Myers
Title: President, Chief Executive Officer,
Chief Financial Officer, Treasurer
TRW AUTOMOTIVE ACQUISITION CORP.
By: /s/ Joshua Astrof
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Name: Joshua Astrof
Title: Treasurer and Secretary
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