AND PAY TO THE BUYER THE ENTIRE ADDITIONAL AMOUNT; AND
(IV)
TO DEDUCT FROM ALL PAYMENTS TO BE MADE TO A PARTY PURSUANT TO
SUBPARTS (I) THOUGH (III) ABOVE ALL REASONABLE BANK CHARGES INCURRED BY THE
ESCROW AGENT IN CONNECTION WITH THE PAYMENT TO SUCH PARTY.
(D)
THE PARTIES AGREE THAT THEY WILL COOPERATE AND ASSIST IN THE CONDUCT OF
THE INVENTORY INSPECTION AND ANY REVIEW BY THE INSPECTION FIRM, INCLUDING,
WITHOUT LIMITATION, MAKING AVAILABLE, TO THE EXTENT NECESSARY, BOOKS, RECORDS,
WORK PAPERS, TEST EQUIPMENT AND PERSONNEL AND ENTERING INTO ANY COMMERCIAL
REASONABLE ARRANGEMENT WITH THE INSPECTION FIRM.
2.7
Service Contracts; Delivery of Additional Materials After Closing.
(A)
FROM AND AFTER THE CLOSING, SELLER AGREES TO USE ITS REASONABLE EFFORTS
TO CAUSE EACH DISTRIBUTOR OF ANY PRODUCTS NOT TO EXTEND OR RENEW ANY SERVICE
CONTRACTS WITH ANY CUSTOMERS WITH RESPECT TO SUCH PRODUCTS BEYOND ANY SUCH
CONTRACT'S CURRENT EXPIRATION DATE WITHOUT THE PRIOR WRITTEN CONSENT OF BUYER.
ALL SUCH SERVICE CONTRACTS OF WHICH SELLER HAS KNOWLEDGE ARE SET FORTH IN
SCHEDULE 2.7(A).
(B)
THE BUYER HEREBY ACKNOWLEDGES AND AGREES THAT:
(I)
SINCE JANUARY 1, 2009 AND PRIOR TO THE CLOSING DATE, THE SELLER HAS
SOLD AND DELIVERED CERTAIN PRODUCT FINISHED GOODS TO ITS CUSTOMERS OR
DISTRIBUTORS, A LIST OF SUCH PRODUCT FINISHED GOODS SOLD AND THE DELIVERY DATE
THEREOF IS SET FORTH IN SCHEDULE 2.7(B) (COLLECTIVELY "RECENTLY SOLD GOODS");
AND
(II)
IN RESPECT OF THE RECENTLY SOLD GOODS, THE SELLER IS UNDER A
CONTRACTUAL OBLIGATION TO PROVIDE A MANUFACTURER'S PRODUCT WARRANTY OF SERVICING
THE SAME ON THOSE STANDARD TERMS AND CONDITIONS SET FORTH IN SCHEDULE 4.17 AND
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, ANY
PERFORMANCE OF ITS SERVICING OBLIGATIONS IN ACCORDANCE WITH THE SAID PRODUCT
WARRANTY BY THE SELLER AFTER THE CLOSING DATE SHALL NOT CONSTITUTE A BREACH BY
THE SELLER OF THE NON-COMPETE OBLIGATIONS OF THIS AGREEMENT OR ANY INFRINGEMENT
OF SHUFFLER AND DECKCHECKER INTELLECTUAL PROPERTY.
(C)
AFTER THE CLOSING, FOR NO ADDITIONAL CONSIDERATION, WITHIN A REASONABLE
TIME AFTER TERMINATION OF SELLER'S ARRANGEMENT WITH SUZO HAPP RELATING TO THE
PRODUCTS, SELLER SHALL DELIVER OR USE ITS REASONABLE EFFORTS TO CAUSE TO BE
DELIVERED TO BUYER (AT BUYER'S EXPENSE) ALL SPARE PARTS FOR ANY PRODUCTS OWNED
BY SELLER (SAVE AND EXCEPT FOR THOSE SPARE PARTS WHICH SELLER HAS CONTRACTUALLY
AGREED TO PROVIDE TO SUZO HAPP OR ALLOW SUZO HAPP TO RETAIN POSSESSION AND USE
PURSUANT TO SAID TERMINATION ARRANGEMENT AND A REASONABLE SMALL QUANTITY
NECESSARY FOR SELLER TO PERFORM ITS SERVICING OBLIGATIONS UNDER THE PRODUCT
WARRANTY SET FORTH UNDER SUBSECTION (B)(II) ABOVE) (COLLECTIVELY, THE
"TRANSFERRED SPARE PARTS"). ALL SUCH TRANSFERRED SPARE PARTS SHALL BE DELIVERED
TO BUYER "AS IS, WHERE IS"; PROVIDED, HOWEVER, THAT SELLER HEREBY REPRESENTS AND
WARRANTS TO BUYER THAT SELLER WILL TRANSFER GOOD AND MARKETABLE TITLE TO THE
TRANSFERRED SPARE PARTS, FREE AND CLEAR OF ANY LIENS.
(D)
WITHIN A REASONABLE TIME AFTER THE CLOSING, FOR NO ADDITIONAL
CONSIDERATION, SELLER SHALL DELIVER OR USE ITS REASONABLE EFFORTS TO CAUSE TO BE
DELIVERED TO BUYER