OF THE LICENSE AGREEMENT BETWEEN THE SELLER AND ORACLE
DATED AS OF SEPTEMBER 7, 1994 (THE "ORACLE LICENSE AGREEMENT").
FOR A PERIOD OF
NINETY (90) DAYS FOLLOWING THE CLOSING DATE (THE "ORACLE NEGOTIATION PERIOD"),
THE SELLER SHALL PROVIDE ACCESS TO AND CONTINUE TO PERMIT THE COMPANY AND THE
SUBSIDIARY TO UTILIZE THE ORACLE DATABASES PROVIDED TO THE SELLER PURSUANT TO
THE TERMS OF THE ORACLE LICENSE AGREEMENT IN THE SAME MANNER AND ON THE SAME
TERMS (INCLUDING COST TO THE COMPANY AND THE SUBSIDIARY) AS THE COMPANY AND THE
SUBSIDIARY CURRENTLY UTILIZE SUCH DATABASES.
20
ARTICLE 5
TAX COVENANT OF THE SELLER AND THE PURCHASER
5.1.
CERTAIN TAXES. ALL UNITED KINGDOM OR SWEDISH
TRANSFER, DOCUMENTARY, SALES, USE, REAL PROPERTY GAINS, STAMP, REGISTRATION, AND
OTHER SUCH TAXES AND FEES (INCLUDING ANY PENALTIES AND INTEREST) INCURRED AS A
RESULT OF THE SECURITIES TRANSACTION CONTEMPLATED BY THIS AGREEMENT SHALL BE
PAID BY THE SELLER WHEN DUE, AND THE COMPANY WILL, AT THE SELLER'S EXPENSE, FILE
ALL NECESSARY TAX RETURNS AND OTHER DOCUMENTATION WITH RESPECT TO ALL SUCH
TRANSFER, DOCUMENTARY, SALES, USE, REAL PROPERTY GAINS, STAMP, REGISTRATION, AND
OTHER TAXES AND FEES, AND, IF REQUIRED BY APPLICABLE LAW, THE PURCHASER AND THE
COMPANY AND THE SUBSIDIARIES WILL JOIN IN THE EXECUTION OF ANY SUCH TAX RETURNS
AND OTHER DOCUMENTATION.
ARTICLE 6
SURVIVAL; INDEMNIFICATION
6.1.
SURVIVAL.
THE REPRESENTATIONS, WARRANTIES,
COVENANTS AND AGREEMENTS CONTAINED HEREIN SHALL SURVIVE THE CLOSING AND ANY
INVESTIGATION OR FINDING MADE BY OR ON BEHALF OF THE PURCHASER, THE SELLER OR
THE COMPANY.
NO ACTION FOR A BREACH OF THE REPRESENTATIONS AND WARRANTIES
CONTAINED HEREIN SHALL BE BROUGHT MORE THAN 18 MONTHS FOLLOWING THE CLOSING
DATE, EXCEPT FOR (A) CLAIMS ARISING OUT OF THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN SECTIONS 2.5, 2.27 AND 2.30 WHICH SHALL SURVIVE INDEFINITELY OR
SECTION 2.19, WHICH SHALL SURVIVE FOR THE APPLICABLE STATUTE OF LIMITATIONS
INCLUDING EXTENSIONS (THE "SPECIFIED REPRESENTATIONS") AND (B) CLAIMS OF WHICH
THE SELLER HAS BEEN NOTIFIED WITH REASONABLE SPECIFICITY BY THE PURCHASER, OR
CLAIMS OF WHICH THE PURCHASER HAS BEEN NOTIFIED WITH REASONABLE SPECIFICITY BY
THE SELLER, PRIOR TO THE EXPIRATION OF THE SURVIVAL PERIOD FOR THE APPLICABLE
REPRESENTATION AND WARRANTY SET FORTH ABOVE.
6.2.
LIMITS ON CLAIMS.
THE PURCHASER SHALL NOT BE
ENTITLED TO RECOVER ANY LOSSES (AS HEREINAFTER DEFINED) FOR A BREACH OF THE
REPRESENTATIONS AND WARRANTIES OF THE SELLER CONTAINED HEREIN (A) FOR AN
AGGREGATE AMOUNT IN EXCESS OF THE SEK FINAL PURCHASE PRICE, (B) IN RESPECT OF
ANY SINGLE LOSS OF AN AMOUNT OF SEK 200,000 OR LESS, SUCH CLAIMS BEING
DISREGARDED FOR THE PURPOSE OF CALCULATING ANY SUCH LOSS, AND (C) UNLESS THE
AGGREGATE AMOUNT OF ALL SUCH LOSSES EXCEEDS THE SUM OF SEK 3,000,000, AT WHICH
TIME THE PURCHASER SHALL BE ENTITLED TO RECOVER ALL LOSSES, INCLUDING THE FIRST
SEK 3,000,000; PROVIDED, THAT LOSSES RESULTING FROM OR ARISING OUT OF BREACHES
OF THE SPECIFIED REPRESENTATIONS SHALL NOT BE SUBJECT TO THE FOREGOING
LIMITATIONS, EXCEPT THAT WITH RESPECT TO SECTION 2.19, THE PURCHASER SHALL NOT
BE ENTITLED