SHALL USE THEIR COMMERCIALLY REASONABLE
EFFORTS TO CAUSE THE COMPANY TO COMPLY WITH ALL OF ITS OBLIGATIONS UNDER THIS
AGREEMENT INCLUDING, WITHOUT LIMITATION, THE EXECUTION AND DELIVERY BY THE
COMPANY OF THE CROSS-RELEASE, THE LICENSE AGREEMENT AND THE TERMINATION
AGREEMENT PURSUANT TO SECTION 2.3 OF THIS AGREEMENT.
IN ADDITION, PURCHASER AND
SELLER SHALL USE THEIR COMMERCIALLY REASONABLE EFFORTS TO CAUSE THE COMPANY'S
BOARD OF DIRECTORS TO APPROVE THE TRANSFER OF THE SHARES FROM SELLER TO
PURCHASER AT THE CLOSING.
5.8
USE OF NAME.
THE COMPANY SHALL CHANGE ITS NAME WITHIN NINETY (90)
DAYS AFTER THE CLOSING DATE TO A NAME THAT DOES NOT INCLUDE THE WORD "AXCELIS".
SELLER HEREBY ACKNOWLEDGES AND AGREES THAT THE COMPANY MAY CONTINUE TO USE THE
NAMES AND/OR MARKS "SEN" AND "SEN CORPORATION" AND/OR ANY ASSOCIATED LOGOS
(COLLECTIVELY, THE "SEN MARKS"), AND/OR
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ANY NAME OR MARK THAT INCORPORATES ANY OF THE SEN MARKS, FOLLOWING THE CLOSING.
SELLER FURTHER ACKNOWLEDGES AND AGREES THAT SELLER HAS NO INTELLECTUAL PROPERTY
OR OTHER PROPRIETARY RIGHTS WITH RESPECT TO THE SEN MARKS, AND HEREBY DISCLAIMS
ANY RIGHT, TITLE AND INTEREST IN THE SEN MARKS.
5.9
PAYMENT OF ROYALTIES AND COMMISSIONS.
AFTER THE CLOSING, THE
COMPANY SHALL DELIVER TO SELLER BY NO LATER THAN APRIL 30, 2009, AN AMOUNT EQUAL
TO THE ROYALTY AND COMMISSION PAYMENTS FOR THE PERIOD BETWEEN FEBRUARY 1, 2009
AND THE CLOSING DATE OWED BY THE COMPANY TO SELLER AS DETERMINED IN GOOD FAITH
BY THE COMPANY AND AS SET FORTH ON THE COMPANY'S ROYALTY STATEMENT, A FORM OF
WHICH HAS BEEN EXCHANGED AMONG THE PARTIES TO THIS AGREEMENT ON THE DATE OF THIS
AGREEMENT, PREPARED ON A BASIS CONSISTENT WITH ALL METHODS, PRACTICES AND
POLICIES HISTORICALLY USED BY THE COMPANY IN THE PREPARATION OF SUCH ROYALTY
STATEMENTS.
THE AMOUNT SO DETERMINED BY THE COMPANY SHALL BE A CONCLUSIVE
DETERMINATION ABSENT MANIFEST ERROR OR FRAUD, AND PROVIDED THAT THE TOTAL
REVENUE REPORTED BY THE COMPANY IN DETERMINING ANY ROYALTIES DUE TO SELLER UNDER
THIS SECTION 5.9 CAN BE RECONCILED WITH THE REVENUE REPORTED BY THE COMPANY ON
ITS STATUTORY FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2009.
THE
PAYMENT OF SUCH AMOUNT SHALL BE MADE BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE
FUNDS AND SHALL CONSTITUTE FULL AND FINAL SATISFACTION OF ANY CLAIMS OF SELLER
RELATED TO SUCH ROYALTY AND COMMISSION PAYMENTS AND SHALL BE MADE CONDITIONAL
UPON THE RELEASE BY SELLER OF THE COMPANY IN CONNECTION WITH ANY CLAIMS RELATED
THERETO.
5.10
COMPANY COOPERATION WITH SELLER'S POST-CLOSING SEC AND TAX
FILINGS.
THE COMPANY HEREBY AGREES TO PROVIDE TIMELY TO SELLER (I) THE
COMPANY'S AUDITED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED MARCH 31, 2009
FOR INCLUSION WITH SELLER'S REQUIRED PUBLIC FILINGS WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION TO THE EXTENT THE INCLUSION OF SUCH FINANCIAL STATEMENTS IS
REQUIRED BY LAW AND (II) CERTAIN INFORMATION REASONABLY REQUESTED BY SELLER IN
ORDER FOR SELLER TO CALCULATE THE AMOUNT OF ITS FOREIGN TAX CREDIT UNDER U.S.
INCOME TAX LAWS FOR THE PERIOD PRIOR TO THE CLOSING DATE.