AFTER CLOSING, BUYER'S PAYMENT INFORMATION SHALL
APPEAR IN PLACE OF SELLER'S PAYMENT INFORMATION ON ALL SUCH INVOICES.
(E)
SERVICE LEVEL GUARANTEES.
AS FURTHER DESCRIBED IN EXHIBIT D, SELLER SHALL
GUARANTEE BUYER THAT IT SHALL PROVIDE THE BILLING SERVICES IN A TIMELY AND
ACCURATE MANNER. TO THE EXTENT THAT SELLER DOES NOT MEET SUCH SERVICE LEVELS,
THE AMOUNTS PAID BY BUYER TO SELLER PURSUANT TO SECTION 3.3(C) SHALL BE REDUCED
ACCORDINGLY, AS FURTHER DESCRIBED IN EXHIBIT D.
(F)
NOTIFICATION TO CUSTOMERS.
WITHIN TEN (10) BUSINESS DAYS AFTER CLOSING,
SELLER SHALL NOTIFY ALL EXISTING CUSTOMERS OF THE BUSINESS (INCLUDING THE HM5000
CUSTOMERS) THAT THE RIGHTS UNDER THE APPLICABLE CONTRACTS WITH SELLER HAVE BEEN
ASSIGNED TO BUYER, THAT PAYMENT IN RESPECT OF ALL INVOICES UNDER SUCH CONTRACTS
THAT ARE RECEIVED BY SUCH CUSTOMER AFTER THE CLOSING SHALL BE MADE PAYABLE TO
BUYER, AND THAT ALL FUTURE INQUIRIES REGARDING THE BUSINESS SHALL BE MADE TO
BUYER (BUT MAY BE STILL BE MADE BY CALLING THE SAME TOLL-FREE NUMBER AS SET
FORTH IN THEIR CONTRACT OR WRITING TO THE SAME ADDRESS AS SET FORTH IN THEIR
CONTRACT).
IN ADDITION, SUCH NOTICES SHALL PROVIDE BUYER'S EMAIL CONTACT
INFORMATION.
WITH RESPECT TO CUSTOMERS OF THE TRACKWARE PRODUCT LINE AND 20/20V
PRODUCT LINE, THE NOTIFICATION SHALL ALSO PROVIDE THE WEBSITE ADDRESS OF THE NEW
WEBHOST WEBSITE.
WITHIN FIVE (5) BUSINESS DAYS AFTER CLOSING, SELLER SHALL
PROVIDE A DRAFT VERSION OF THE FOREGOING NOTICE TO BUYER FOR BUYER'S REVIEW AND
COMMENT.
SELLER SHALL INCORPORATE ALL SUGGESTIONS AND CHANGES REASONABLY
REQUESTED BY BUYER TO SUCH NOTICE.
TO THE EXTENT THAT BUYER TAKES LONGER THAN
TWO (2) BUSINESS DAYS EITHER TO PROVIDE SUGGESTIONS AND COMMENTS TO SELLER OR TO
NOTIFY SELLER THAT IT HAS NO SUCH SUGGESTIONS OR COMMENTS, THE TIMEFRAME IN
WHICH SELLER SHALL BE REQUIRED TO SEND SUCH NOTICE TO THE CUSTOMERS SHALL BE
EXTENDED.
(G)
TAXES WITH RESPECT TO HM5000 BUSINESS.
SELLER SHALL BE RESPONSIBLE FOR
REMITTING TO THE APPROPRIATE LOCAL, STATE, FEDERAL OR FOREIGN GOVERNMENT OR
GOVERNMENTAL AGENCY ("TAXING AUTHORITY") ALL TAXES OWED IN RESPECT OF THE
AMOUNTS BILLED TO HM5000 CUSTOMERS PURSUANT TO SECTION 3.3(A) HEREOF
(COLLECTIVELY, THE "HM5000 TAXES").
SELLER SHALL INVOICE BUYER ON A MONTHLY
BASIS FOR ANY HM5000 TAXES PAID BY SELLER.
UPON RECEIPT OF AN INVOICE AND
SUPPORTING DOCUMENTATION SHOWING THE CALCULATION OF THE HM5000 TAXES AND
EVIDENCING THAT SUCH TAXES HAVE BEEN PROPERLY AND TIMELY PAID TO THE APPROPRIATE
TAXING AUTHORITIES, BUYER SHALL REIMBURSE SELLER WITHIN FIFTEEN (15) BUSINESS
DAYS FOR THE AMOUNT OF SUCH HM5000 TAXES.
NOTWITHSTANDING THE FOREGOING, BUYER
SHALL NOT BE RESPONSIBLE FOR REIMBURSING SELLER FOR ANY TAXES WITH RESPECT TO
THE PERIOD PRIOR TO AND ON THE CLOSING.
SELLER SHALL INDEMNIFY, DEFEND, PROTECT
AND HOLD HARMLESS THE BUYER INDEMNIFIED PARTIES FROM, AGAINST AND WITH RESPECT
TO ANY DAMAGES ARISING OUT OF OR RELATED TO (I) ANY FAILURE BY SELLER TO PAY ANY
HM5000 TAXES OWED AND
* Confidential information.
Information has been redacted.
9
(II) ANY ASSERTION, ALLEGATION OR CLAIM, OF WHATEVER NATURE, BY ANY