ACCORDANCE WITH
THIS SECTION 3.1.
-12-
(D)
PRODUCT INVENTORY AND SPARE PARTS INVENTORY SHALL NOT INCLUDE ANY
INVENTORY OF COMMON PARTS, AND THE FSI PURCHASING AFFILIATES SHALL HAVE NO
OBLIGATION TO REPURCHASE ANY COMMON PARTS HELD BY THE METRON SELLING
AFFILIATES.
FOR PURPOSES OF THIS AGREEMENT, "COMMON PARTS" MEANS PARTS THAT
WERE NOT ORIGINALLY PURCHASED FROM FSI AND THAT ARE USED OR SOLD BY METRON BOTH
IN THE CONDUCT OF THE DISTRIBUTION BUSINESS AND IN THE CONDUCT OF OTHER
BUSINESSES IN WHICH METRON IS ENGAGED.
(E)
IF AND TO THE EXTENT THAT ANY METRON SELLING AFFILIATE POSSESSES
AGING SPARE PARTS INVENTORY IDENTIFIED IN THE PRODUCTS AND SPARE PARTS INVENTORY
LISTING,
FSI SHALL HAVE THE RIGHT, BUT NOT THE OBLIGATION, TO CAUSE THE
RELEVANT FSI PURCHASING AFFILIATE TO PURCHASE ALL OR ANY PART OF ANY SUCH AGING
SPARE PARTS INVENTORY ON THE CLOSING DATE ON THE TERMS SET FORTH IN SECTION
3.1(C) ABOVE.
IF AND TO THE EXTENT FSI DOES NOT CAUSE ITS AFFILIATES TO
PURCHASE ANY AMOUNT OF SUCH AGING SPARE PARTS INVENTORY OR ANY PRODUCT INVENTORY
OR SPARE PARTS INVENTORY IN ACCORDANCE WITH SECTION 3.3(A) AS OF THE CLOSING
DATE, METRON SHALL MAKE A WRITTEN OFFER TO FSI FOR THE SALE OF ALL SUCH AGING
SPARE PARTS INVENTORY, PRODUCT INVENTORY OR SPARE PARTS INVENTORY NOT PURCHASED
AT THE CLOSING WITHIN SIXTY (60) DAYS AFTER THE CLOSING DATE.
SUCH OFFER SHALL
SET FORTH A DETAILED LIST OF THE AGING SPARE PARTS INVENTORY, PRODUCT INVENTORY
OR SPARE PARTS INVENTORY TO BE PURCHASED TOGETHER WITH THE PRICE AND DELIVERY
TERMS FOR SUCH AGING SPARE PARTS INVENTORY, PRODUCT INVENTORY OR SPARE PARTS
INVENTORY.
SUCH LIST SHALL INDICATE THE RELEVANT METRON SELLING AFFILIATE
OWNING SUCH INVENTORY AND SHALL FURTHER SPECIFY, BY SPARE PART, THE QUANTITY,
LOCATION, PRICE, AND PART DESCRIPTION AND NUMBER.
FSI SHALL HAVE FIFTEEN (15)
DAYS IN WHICH TO ACCEPT OR REJECT SUCH OFFER.
IN THE EVENT FSI REJECTS THE
OFFER, METRON AND ITS AFFILIATES SHALL BE FREE TO SELL SUCH AGING SPARE PARTS
INVENTORY, PRODUCT INVENTORY AND SPARE PARTS INVENTORY
NOTWITHSTANDING THE
TERMS OF SECTION 11.1.
(F)
WITHIN THIRTY (30) DAYS OF THE EFFECTIVE DATE, METRON SHALL
PROVIDE FSI WITH (I) ITS CURRENT SPARE PARTS PRICE LIST AND THE METHODOLOGY IT
USES FOR DETERMINING THE PRICES METRON AND THE METRON SELLING AFFILIATES QUOTE
TO CUSTOMERS FOR SPARE PARTS AND (II) A LIST OF ANY SPARE PARTS, SERVICE SUPPORT
AND APPLICATIONS SUPPORT PRICE LISTS THAT ARE SPECIFIC TO ANY OF CUSTOMERS OF
METRON AND THE METRON SELLING AFFILIATES.
3.2
Repurchase of Equipment.
(A)
ON THE CLOSING DATE FSI SHALL REPURCHASE FROM METRON ITS
DEMONSTRATION EQUIPMENT USED FOR THE SALE OF PRODUCTS UNDER THE DISTRIBUTION
AGREEMENTS (EXCLUDING SUCH EQUIPMENT THAT IS USED FOR THE SALE OF PRODUCTS IN
ISRAEL) (SUCH EQUIPMENT, THE "DEMONSTRATION EQUIPMENT") AS OF THE CLOSING DATE.
(B)
NO LATER THAN THIRTY (30) DAYS FROM THE EFFECTIVE DATE, METRON
SHALL PROVIDE FSI WITH A DETAILED LIST (A "DEMONSTRATION EQUIPMENT LISTING") OF
THE DEMONSTRATION EQUIPMENT PURCHASED FROM FSI BY METRON AND