TO THE EXTENT
THAT SELLER DOES NOT MEET SUCH SERVICE LEVELS, THE AMOUNTS PAID BY BUYER TO
SELLER PURSUANT TO SECTIONS 1.2(A) AND (D) SHALL BE REDUCED ACCORDINGLY, AS
FURTHER DESCRIBED IN EXHIBIT C.
(B)
SELLER SHALL NOTIFY A BUYER CUSTOMER CARE MANAGER IMMEDIATELY IN THE EVENT
OF ANY UNSCHEDULED INTERRUPTION OF THE NETWORK SERVICE AND SHALL KEEP CUSTOMER
CARE MANAGEMENT UPDATED ON THE STATUS OF ANY SUCH INTERRUPTION.
1.4
WARRANTY SERVICE.
(A)
AS NOTED ABOVE, PURSUANT TO THE PURCHASE AGREEMENT, SELLER HAS RETAINED ALL
LIABILITY AND RESPONSIBILITY UNDER THE HM5000 CONTRACTS, INCLUDING THE
OBLIGATION TO PROVIDE WARRANTY SERVICE.
BUYER HEREBY AGREES WITH AND COVENANTS
TO SELLER TO PERFORM ALL SUCH WARRANTY SERVICE UNDER, AND PURSUANT TO THE TERMS
AND CONDITIONS OF, THE HM5000 CONTRACTS.
BUYER SHALL INDEMNIFY, DEFEND, PROTECT
AND HOLD HARMLESS THE SELLER INDEMNIFIED PARTIES FROM, AGAINST AND IN RESPECT OF
ANY AND ALL DAMAGES SUFFERED, SUSTAINED, INCURRED OR PAID BY ANY OF THE SELLER
INDEMNIFIED PARTIES IN CONNECTION WITH, RESULTING FROM OR ARISING OUT OF,
DIRECTLY OR INDIRECTLY, CLAIMS MADE BY THE HM5000 CUSTOMERS AGAINST THE SELLER
INDEMNIFIED PARTIES FOR WARRANTY SERVICE THAT BUYER PERFORMS OR FAILS TO PERFORM
AFTER CLOSING, EXCEPT FOR CLAIMS ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF THE SELLER INDEMNIFIED PARTIES.
4
(B)
SELLER HEREBY REPRESENTS AND WARRANTS TO BUYER THAT IT HAS NOT ENTERED INTO
EXTENDED WARRANTY CONTRACTS WITH THE EXISTING CUSTOMERS OF THE BUSINESS
(INCLUDING THE HM5000 CUSTOMERS).
1.5
CUSTOMER INTRODUCTIONS.
SELLER SHALL USE
ITS BEST EFFORTS TO ARRANGE IN-PERSON MEETINGS AT THE PREMISES OF EACH OF THE
MAJOR HM5000 CUSTOMERS WITHIN NINETY (90) DAYS AFTER CLOSING.
SUCH PERSONAL
MEETINGS SHALL INCLUDE (A) AT LEAST ONE MEMBER OF BUYER'S SENIOR MANAGEMENT
TEAM, (B) A REPRESENTATIVE OF THE MAJOR HM5000 CUSTOMER AND (C) (I) WITH RESPECT
TO THE MEETINGS WITH WAL-MART AND CFI, RESPECTIVELY AND (II) UPON REQUEST OF
BUYER, WITH RESPECT TO ANY OTHER MAJOR HM5000 CUSTOMER, SELLER'S CEO.
SELLER
SHALL COORDINATE THE TIMING OF SUCH MEETINGS WITH BUYER AND BUYER SHALL USE ITS
BEST EFFORTS TO MAKE ITS SENIOR MANAGEMENT TEAM AVAILABLE FOR SUCH MEETINGS.
AT
SUCH MEETINGS, SELLER SHALL INTRODUCE BUYER AS THE NEW CONTACT FOR THE HM5000
NON-AIRTIME SERVICES.
THE PURPOSE OF SUCH MEETING SHALL BE TO FOSTER AND
ENCOURAGE A FUTURE BUSINESS RELATIONSHIP BETWEEN BUYER AND SUCH MAJOR HM5000
CUSTOMERS AND THE CONDUCT OF THE MEETING, BY BOTH PARTIES, SHALL BE CONSISTENT
WITH SUCH PURPOSE.
"MAJOR HM5000 CUSTOMERS" SHALL MEAN THE TOP TEN (10) HM5000
CUSTOMERS AS MEASURED BY HM5000 MOBILE UNIT INSTALLATION BASE AS OF THE CLOSING.
1.6
INDEMNIFICATION.
EXCEPT AS OTHERWISE
PROVIDED IN THIS AGREEMENT, PURSUANT TO THE PURCHASE AGREEMENT, SELLER HAS
RETAINED ALL LIABILITY AND RESPONSIBILITY UNDER THE HM5000 CONTRACTS.
THEREFORE, SELLER COVENANTS AND AGREES TO INDEMNIFY, DEFEND, PROTECT AND HOLD
HARMLESS THE BUYER INDEMNIFIED PARTIES FROM, AGAINST, AND IN RESPECT OF, ANY
CLAIMS AGAINST BUYER BY A HM5000 CUSTOMER (OR ITS SUBROGEE) ARISING OUT OF OR
RELATED TO ITS HM5000 CONTRACT, EXCEPT FOR CLAIMS ARISING OUT OF THE GROSS