Right of Inquiry Sample Clauses

Right of Inquiry. (a) In the event of a material adverse change after the Distribution Declaration Date in the financial condition of TRW Automotive or TRW, which change creates a substantial likelihood that TRW Automotive or TRW, as the case may be, will not be able to satisfy or otherwise settle, when due, its indemnification obligations to the other party under this Article IV, TRW or TRW Automotive, as the case may be, shall have the right, subject to entering into an agreement with the other party to preserve confidentiality and any applicable privilege for the benefit of such other party, upon consultation with such other party, to have limited access on reasonable prior notice to such other party’s personnel in order to monitor the status of pending and anticipated Actions for which TRW or TRW Automotive, as the case may be, could be contingently liable. Such right of inquiry shall terminate at such time as there is no longer a substantial likelihood that the applicable party will not be able to satisfy its indemnification obligations under this Agreement and the Ancillary Agreements. The inquiring party shall bear its own costs of such inquiry. (b) In addition to the provisions of Section 4.7(a), each of TRW and TRW Automotive shall have the right on an annual basis and subject to reasonable prior notice to meet with the General Counsel of the other party (or such corporate officer or employee designated by such General Counsel) and receive an oral report, in a forum in which the requesting party may ask reasonable questions regarding the status of material pending and threatened Actions for which the requesting party may be contingently liable. For the avoidance of doubt, no such right shall require TRW or TRW Automotive, as the case may be, to (i) provide non-public written information, (ii) provide confidential information, (iii) jeopardize the benefit of any applicable privilege or (iv) engage in lengthy or burdensome meetings or discussions. In addition, each of TRW and TRW Automotive shall have the further right to request one additional meeting per year in connection with the public disclosure by the other party during such year of a material adverse development in any pending or threatened Action for which the requesting party may be contingently liable, such meeting otherwise to be on the same terms as set forth in this Section 4.7(b). Each of TRW and TRW Automotive shall bear its own cost of attendance at such meetings, which shall, unless otherwise agreed...
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Right of Inquiry. The Pledgee and the Company agree that the Pledgee has the right to file an application for inquiry with respect to the policy and course of events within the Company as set out in Section 2:271 of the Curaçao Civil Code, under the condition precedent that an Event of Default which is continuing has occurred.
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Right of Inquiry. During the term of this Escrow, Buyer and its representatives, employees, agents and independent contractors shall have the right, [CONFIDENTIAL TREATMENT REQUESTED], to (a) meet with all City, County, district, State, Federal, and other governmental entities and agencies, subject to Buyer providing Seller with reasonable prior notice of the time and place of such meetings, and with all persons or other entities with whom Seller or others have contractual arrangements in connection with or relating to the Property; (b) discuss with any such entities, agencies or persons the terms of this Agreement, the terms of any contractual arrangements between Seller and any such entity, agency or person and Buyer's proposed development of the Property; and (c) make any applications to any appropriate governmental agency provided the same will not, in the event Escrow does not close, commit Seller or the Property to any matter so applied for. CONFIDENTIAL TREATMENT
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Related to Right of Inquiry

  • Right of Inspection Buyer shall have the right to inspect the goods at the time and place of delivery, and within 5 business days after delivery, Buyer must give notice to Seller of any claim for damages on account of the condition, quality, or grade of the goods, and Buyer must specify in detail the basis of such claim. The failure of Buyer to comply with these conditions shall constitute irrevocable acceptance of the goods by Buyer.

  • Duty to Make Inquiry To the extent that any of the representations or warranties in this Article II are qualified by “knowledge” or “belief,” the Company represents and warrants that it has made due and reasonable inquiry and investigation concerning the matters to which such representations and warranties relate, including, but not limited to, diligent inquiry of its directors, officers and key personnel.

  • No Duty of Investigation No purchaser, lender or other Person dealing with the Trustees or any officer, employee or agent of the Trust or a Class or Series thereof shall be bound to make any inquiry concerning the validity of any transaction purporting to be made by the Trustees or by said officer, employee or agent or be liable for the application of money or property paid, loaned, or delivered to or on the order of the Trustees or of said officer, employee or agent. Every obligation, contract, instrument, certificate, Share, other security or undertaking of the Trust or a Class or Series, and every other act or thing whatsoever executed in connection with the Trust shall be conclusively presumed to have been executed or done by the executors thereof only in their capacity as Trustees under this Declaration or in their capacity as officers, employees or agents of the Trust. Every written obligation, contract, instrument, certificate, Share, other security or undertaking of the Trust or a Class or Series made or issued by the Trustees may recite that the same is executed or made by them not individually, but as Trustees under the Declaration, and that the obligations of the Trust or a Class or Series thereof under any such instrument are not binding upon any of the Trustees or Shareholders individually, but bind only the Trust Property or the Trust Property of the applicable Class or Series, and may contain any further recital which they may deem appropriate, but the omission of any such recital shall not operate to bind the Trustees or Shareholders individually.

  • Effect of Investigation The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 or Section 7.03, as the case may be.

  • No Challenge Each Stockholder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors or directors (a) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Merger Agreement or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into the Merger Agreement.