Common use of Foreign Sales Clause in Contracts

Foreign Sales. Prior to the Northrop/TRW Closing, Northrop Grumman shall, and shall use its reasonable best efforts, so far as is permitted under the Northrop/TRW Merger Agreement, to cause TRW to, and following the Northrop/TRW Closing, Northrop Grumman and TRW each shall, and Parent shall, use, and cause their respective Affiliates to use, their respective reasonable best efforts to prepare appropriate purchase agreements (collectively, the "FOREIGN PURCHASE AGREEMENTS") and other necessary documentation and to take such steps as are necessary to effectuate the sale of all of the issued and outstanding Capital Stock of the Foreign Entities to the Foreign Acquirors on or prior to the Closing Date in accordance with the Acquisition Steps and the Laws of each relevant jurisdiction. BCP agrees that it will take or shall cause the relevant Foreign Acquiror to take all steps requested by Northrop Grumman to return the ownership of the relevant Foreign Shares to TRW or one of its Subsidiaries, in the event that the transaction contemplated by a Foreign Purchase Agreement is consummated and the remaining transactions contemplated by this Agreement to occur on the Closing Date shall not have occurred on the Closing Date. In the event of such return, BCP agrees that it shall or shall cause the relevant Foreign Acquiror to return the relevant Foreign Shares to the selling shareholder of the Foreign Shares for the same consideration paid by the Foreign Acquiror. BCP further agrees to pay all transfer taxes, fees and other costs relating to any such return to Northrop Grumman. From time to time after the date hereof, BCP and Northrop Grumman shall agree in good faith that sufficient steps have been taken so that all of the issued and outstanding Capital Stock of one or more such Foreign Entities is capable of being sold to the relevant Foreign Acquiror on the Closing Date under the Laws of the foreign jurisdiction in which such entity is formed or domiciled concurrently with the Closing of the other transactions contemplated by this Agreement (each such Foreign Entity as to which such a determination is made being referred to herein as an "AGREED FOREIGN ENTITY"). 30. Amendment to Section 7.7(b). Section 7.7(b) of the Master Purchase Agreement is hereby deleted and replaced in its entirety with the following:

Foreign Sales. Prior to the Northrop/TRW Closing, Northrop Grumman shall, and shall use its reasonable best efforts, so far as is permitted under the Northrop/TRW Merger Agreement, to cause TRW to, and following the Northrop/TRW Closing, Northrop Grumman and TRW each shall, and Parent shall, use, and cause their respective Affiliates to use, their respective reasonable best efforts to prepare appropriate purchase agreements (collectively, the "FOREIGN PURCHASE AGREEMENTS"“Foreign Purchase Agreements”) and other necessary documentation and to take such steps as are necessary to effectuate the sale of all of the issued and outstanding Capital Stock of the Foreign Entities to the Foreign Acquirors on or prior to the Closing Date in accordance with the Acquisition Steps and the Laws of each relevant jurisdiction. BCP agrees that it will take or shall cause the relevant Foreign Acquiror to take all steps requested by Northrop Grumman to return the ownership of the relevant Foreign Shares to TRW or one of its Subsidiaries, in the event that the transaction contemplated by a Foreign Purchase Agreement is consummated and the remaining transactions contemplated by this Agreement to occur on the Closing Date shall not have occurred on the Closing Date. In the event of such return, BCP agrees that it shall or shall cause the relevant Foreign Acquiror to return the relevant Foreign Shares to the selling shareholder of the Foreign Shares for the same consideration paid by the Foreign Acquiror. BCP further agrees to pay all transfer taxes, fees and other costs relating to any such return to Northrop Grumman. From time to time after the date hereof, BCP and Northrop Grumman shall agree in good faith that sufficient steps have been taken so that all of the issued and outstanding Capital Stock of one or more such Foreign Entities is capable of being sold to the relevant Foreign Acquiror on the Closing Date under the Laws of the foreign jurisdiction in which such entity is formed or domiciled concurrently with the Closing of the other transactions contemplated by this Agreement (each such Foreign Entity as to which such a determination is made being referred to herein as an "AGREED FOREIGN ENTITY"“Agreed Foreign Entity”).” 30. Amendment to Section 7.7(b). Section 7.7(b) of the Master Purchase Agreement is hereby deleted and replaced in its entirety with the following: