FOR A
PARTICULAR TRANSITION SERVICE AGREEMENT.
19
(B)
FOLLOWING THE CLOSING, IF IT IS DETERMINED
THAT THERE ARE BENEFITS OR SERVICES THAT THE SELLER OR ITS AFFILIATES PROVIDE OR
HAVE PROVIDED TO THE COMPANY AND/OR THE SUBSIDIARY IN CONNECTION WITH THE
OPERATION OF THE BUSINESS (EITHER DIRECTLY OR UNDER AGREEMENTS WITH THIRD
PARTIES WHEREBY SUCH BENEFITS AND SERVICES ARE PROVIDED BY SUCH THIRD PARTIES
UNDER AGREEMENTS WITH SELLER OR ITS AFFILIATES) THAT ARE NOT COVERED BY THE
TRANSITION SERVICE AGREEMENTS (BUT EXPRESSLY EXCLUDING DUTY TRAVEL WHICH SHALL
NOT BE CONTINUED AFTER CLOSING, ALTHOUGH SELLER AND ITS AFFILIATES WILL HONOR
DUTY TRAVEL BOOKINGS MADE PRIOR TO CLOSING), THE SELLER SHALL CONTINUE TO
PROVIDE OR CAUSE TO BE PROVIDED TO THE COMPANY AND/OR THE SUBSIDIARY, AS
APPLICABLE, SUCH BENEFITS AND SERVICES AT A COST EQUAL TO THE ACTUAL CHARGES
PAID BY THE COMPANY AND THE SUBSIDIARY PRIOR TO CLOSINGFOR SUCH BENEFITS AND
SERVICES, EACH SUCH BENEFIT AND SERVICE TO BE PROVIDED UNTIL THE COMPANY OR THE
SUBSIDIARY, AS THE CASE MAY BE, MAY REASONABLY OBTAIN SUCH BENEFIT OR SERVICE
FROM THIRD PARTIES, IT BEING AGREED THAT IN THE CASE OF BENEFITS OR SERVICES
THAT MAY NOT REASONABLY BE OBTAINED FROM THIRD PARTIES, THE SELLER SHALL
CONTINUE TO PROVIDE OR CAUSE TO BE PROVIDED TO THE COMPANY AND/OR THE
SUBSIDIARY, AS APPLICABLE, SUCH BENEFITS AND SERVICES FOR SO LONG AS THE COMPANY
OR SUBSIDIARY REQUIRES SUCH BENEFIT OR SERVICE.
(C)
FOR A PERIOD OF THIRTY (30) DAYS FOLLOWING
THE CLOSING DATE, THE SELLER SHALL CONTINUE IN EFFECT ALL OF THE INSURANCE
COVERAGE OF THE COMPANY AND THE SUBSIDIARY (OTHER THAN CRIME DIRECTORS AND
OFFICERS AND GENERAL LIABILITY (AVIATION) INSURANCE) ON THE SAME TERMS AND
CONDITIONS (INCLUDING COST TO THE COMPANY) AS ARE IN EFFECT IMMEDIATELY PRIOR TO
THE CLOSING, PROVIDED, HOWEVER, THAT PURCHASER SHALL USE BEST EFFORTS TO ARRANGE
FOR SUBSTITUTING INSURANCE COVERAGE IMMEDIATELY AFTER CLOSING AND THE SELLER
SHALL ONLY CONTINUE NON-AVIATION INSURANCE UNTIL DECEMBER 19, 2005.
4.10.
FACILITY LEASE.
THE SUBLEASE BETWEEN SELLER AND THE
COMPANY FOR THE COMPANY'S PREMISES IN SOLLENTUNA, SWEDEN (THE "FACILITY
SUBLEASE") SHALL CONTINUE IN FULL FORCE AND EFFECT AFTER THE CLOSING IN
ACCORDANCE WITH ITS TERMS (SUBJECT TO ANY RIGHTS OF THE COMPANY TO TERMINATE THE
FACILITY SUBLEASE PRIOR TO ITS SCHEDULED TERM), REGARDLESS OF THE TRANSACTIONS,
AND, UNLESS OTHERWISE REQUESTED BY THE PURCHASER OR THE COMPANY, THE SELLER
SHALL CONTINUE IN FULL FORCE AND EFFECT THE FACILITY LEASE ON WHICH THE FACILITY
SUBLEASE IS BASED (THE "FACILITY LEASE") DURING ITS TERM.
AT THE REQUEST OF THE
COMPANY OR THE PURCHASER AFTER THE CLOSING, THE SELLER SHALL COOPERATE WITH
PURCHASER AND THE COMPANY TO ARRANGE TO HAVE THE FACILITY LEASE TRANSFERRED FROM
THE SELLER TO THE COMPANY.
4.11.
ORACLE MATTERS.
AS SOON AS REASONABLY PRACTICABLE
FOLLOWING THE CLOSING, THE PURCHASER SHALL, OR SHALL CAUSE THE COMPANY TO,
NEGOTIATE A LICENSE WITH ORACLE CORPORATION FOR THE USE OF ORACLE DATABASES
SIMILAR TO THE DATABASES CURRENTLY USED BY THE COMPANY AND/OR THE SUBSIDIARY
PURSUANT TO THE TERMS