INCURRED BY THE COMPANY OR THE SUBSIDIARY AS A RESULT OF A LEGALLY
VALID EMPLOYEE CLAIM AGAINST THE COMPANY OR THE SUBSIDIARY IN CONNECTION WITH
THE TERMINATION OF SUCH PRIVATE ID TRAVEL BENEFITS PLANS WHEN SUCH PLANS ARE
TERMINATED FOR SUCH EMPLOYEES IN ACCORDANCE WITH THIS SECTION. ANY SUCH CLAIM
SHALL BE HANDLED IN ACCORDANCE WITH THE PROCEDURE FOR THIRD PARTY CLAIMS SET
FORTH HEREIN.
4.6.
SHAREHOLDERS MEETING. THE PURCHASER, UNLESS THE
AUDITORS RECOMMEND AGAINST IT, PROCURE THAT THE RETIRING BOARD MEMBERS,
ALTERNATES AND MANAGING DIRECTORS OF THE COMPANY AND THE SUBSIDIARY SHALL BE
DISCHARGED FROM LIABILITY AS MEMBERS OF THE BOARD AND MANAGING DIRECTOR AS
REGARDS THE PERIOD OF THEIR OFFICES AT THE NEXT ANNUAL GENERAL MEETING OF
SHAREHOLDERS.
4.7.
SIGMA.
THE PARTIES AGREE THAT ALL RIGHTS AND
LIABILITIES ARISING OUT OF AND RELATING TO THE SYSTEMS SUPPLIED TO THE COMPANY
PRIOR TO THE DATE HEREOF PURSUANT TO THE TERMS OF THE COMPANY'S CURRENT SYSTEMS
SUPPLY AGREEMENTS WITH SIGMA INFORMATION DESIGN AB ("SIGMA"), I.E.
"SYSTEMLEVERANSAVTAL RÖRANDE INTEGRATED DOCUMENT HANDLING SYSTEM (IDHS)" BETWEEN
THE COMPANY AND SIGMA, DATED JUNE 15, 2003, AND THE SUPPLEMENTAL AGREEMENT NO 1
CONCERNING THE IDHS DATED MAY 27, 2004 AND THE SUPPLEMENTAL AGREEMENT NO 2
CONCERNING THE IDHS DATED 3 JANUARY, 2005 (JOINTLY REFERRED TO AS THE "SIGMA
AGREEMENTS") SHALL BE ATTRIBUTABLE TO THE SELLER IN THE EVENT SUCH SYSTEMS ARE
REJECTED BY THE COMPANY AND RETURNED BY THE COMPANY TO SIGMA, AND SELLER SHALL
INDEMNIFY THE COMPANY AND THE PURCHASER FROM ANY COSTS, CLAIMS OR LIABILITIES
ARISING OUT OF OR RELATED TO THE SIGMA AGREEMENTS TO THE EXTENT NOT INCLUDED IN
CLOSING WORKING CAPITAL.
NOTWITHSTANDING THE FOREGOING, IF SUCH SYSTEMS ARE
ACCEPTED BY THE COMPANY, THEN THE COMPANY SHALL HAVE THE OBLIGATION TO MAKE
PAYMENT TO SIGMA FOR SUCH SYSTEMS IN ACCORDANCE WITH THE TERMS OF THE SIGMA
AGREEMENTS, AND THE SELLER SHALL HAVE NO RIGHTS THAT MAY ARISE OUT OF OR RELATE
TO THE SIGMA AGREEMENTS OR THE SYSTEMS DELIVERED PURSUANT THERETO, AND SHALL
ONLY INDEMNIFY THE PURCHASER TO THE EXTENT COSTS RELATING TO THE SIGMA
AGREEMENTS DUE PER THE CLOSING DATE EXCEED THE LIABILITY INCLUDED IN THE CLOSING
WORKING CAPITAL FOR SUCH COSTS.
4.8.
SELLER PENSION COVENANT.
THE SELLER AND THE
PURCHASER AGREE TO BE BOUND BY THE COVENANTS, AGREEMENTS, TERMS AND CONDITIONS
SET FORTH ON SCHEDULE 4.8 HEREOF PERTAINING TO UK PENSION MATTERS OF THE
SUBSIDIARY AND THE RELEVANT EMPLOYEES OF THE SUBSIDIARY.
4.9.
TRANSITION SERVICES COVENANT.
(A)
THE SELLER SHALL CAUSE THE BENEFITS AND
SERVICES DESCRIBED AND PROVIDED FOR PURSUANT TO THE CONTRACTS AND AGREEMENTS
LISTED ON SCHEDULE 4.9 HERETO TO CONTINUE TO BE PROVIDED TO THE COMPANY AND/OR
THE SUBSIDIARY, AS APPLICABLE, FROM AND AFTER THE CLOSING DATE ON THE SAME TERMS
AND CONDITIONS AS SET FORTH IN SUCH CONTRACTS AND AGREEMENTS (THE "TRANSITION
SERVICE AGREEMENTS") FOR THE APPLICABLE PERIOD OF TIME SPECIFIED ON SUCH
SCHEDULE 4.9 OPPOSITE THE APPLICABLE TRANSITION SERVICE AGREEMENT, OR FOR SUCH
SHORTER PERIOD OF TIME AS PURCHASER MAY SPECIFY TO SAS AFTER THE CLOSING